Updated Date: 16th July 2018 This End user Software License Agreement (the "EULA") govern your access and use of the PrimeXcess platform or any PrimeXcess products, software, data feed and platforms provided to you on, from, or through the PrimeXcess Platform (collectively, the "Platforms") and use of our Applications (the "Licensed Applications"). Please read them carefully. We are grateful you're here. ________________________________________
First things First
This EULA forms part of a Legally Binding "Contract"
The EULA is a legally binding contract between
Oracle Worldwide Sdn. Bhd. ("PrimeXcess"), a company incorporated under the laws of Malaysia having its registered address at Level 9, Tower 1, Avenue 3, The Horizon, Bangsar South, 59200 Kuala Lumpur ; and
The party being a personal user ("You").
As part of the EULA, if you access or use the platform, or continue accessing or using the platform after being notified of a change to the EULA, you are deemed to have confirmed to have read, understand and agree to be bound by the EULA.
PrimeXcess User Registration and Accounts
In order to access the platforms and Licensed Applications, you have to register and create a personal account with PrimeXcess ("User Account").
If you register and create a user account with PrimeXcess, you will be asked to provide an email address and a password.
You agree not to disclose your password to anyone else and that you will be solely responsible for any activities or actions taken under your user account, whether authorised by you or not. In the event where there is unauthorised use of your user account, you shall notify PrimeXcess immediately.
During the use of the platforms, you will be invited to refer your friends to register with and use the licensed Applications, by sending them an invite through e-mail, SMS or other social networking platform. In the event where you decide to send such invitations, you represent to PrimeXcess that the recipients of such invitations have given you their consent to receive such invitations from you, and do not consider such invitations unsolicited.
Administrator's Choices and Instructions on our Platforms
Our platforms enable you to join PrimeXcess ("Project(s)" created by administrators who subscribe to our platforms. A project is the overall umbrella term for a PrimeXcess.
You are an Authorised End user in a Project created by an "Administrator"
An organisation or other third-party that we refer to in the EULA as "Administrator" has invited you to a project. If your company is using PrimeXcess platform, the Administrator is your employer. If you are joining a project created by your Residential Management using their PrimeXcess Administrator Account in which case they are your administrator and they are authorising you to join the project. The person who created and is the owner of the project is the administrator and you are the End User.
What this means for you and for us
The Administrator has separately agreed to our Administrator Terms of Service or entered into a written agreement with us (in either case, the "Contract") that permitted administrator to create a project so that you and others could join (each invitee granted access to the platforms, including you, is an "Authorised End user") or ("Users").
The Contract contains our commitment to deliver the platforms to the administrator, who may then invite (in the case of privately published projects) and allow (in the case of publicly published projects) Authorised end user to join the project(s).
End user Data
As a PrimeXcess user account holder, you may submit content or information to the platforms and licensed applications, such as text, photos, sounds, music, videos audiovisual combinations, interactive features and other materials ("End user Data"). You understand that PrimeXcess does not guarantee any confidentiality with respect to any end user data you submit.
You retain all your ownership rights in your end user data which you have uploaded onto the platforms and Licensed Applications. You license to PrimeXcess to such end user data for publication on the platforms and Licensed Applications pursuant to this EULA.
When an authorised end user (including, you) submits end user data to the platforms or Licensed Applications, you acknowledge and grant PrimeXcess and the administrator a worldwide, non-exclusive, royalty-free sub-licensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the Content in connection with the platform and Licensed Applications and PrimeXcess's (and its successors' and affiliates') business, including without limitation for promoting and redistributing part or all of the platform and Licensed Applications (and derivative works thereof) in any media formats and through any media channels.
You understand and agree, however, that PrimeXcess may retain, but not display, distribute or perform server copies of your end user data which have been removed or deleted.
However, the above licenses granted by you in user comments which you have submitted are perpetual and irrevocable.
You also acknowledge and agree that the contract provides administrator with many choices and control over the end user data. For example, the Administrator may provision or deprovision access to the platforms and Licensed Applications, enable or disable third-party integrations, vote, share and moderate user completions and user comments, and these choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all end user data.
The Relationship between You, Administrator and Us
AS BETWEEN US AND ADMINISTRATOR, YOU AGREE THAT IT IS SOLELY ADMINISTRATOR'S RESPONSIBILITY TO
INFORM AUTHORISED END USERS OF ANY RELEVANT ADMINISTRATOR POLICIES AND PRACTICES AND ANY SETTINGS THAT MAY IMPACT THE PROCESSING OF END USER DATA;
OBTAIN ANY RIGHTS, PERMISSIONS OR CONSENTS FROM AUTHORISED END USERS THAT ARE NECESSARY FOR THE LAWFUL USE OF ADMINISTRATOR DATA AND THE OPERATION OF THE PLATFORMS; AND
RESPOND TO AND RESOLVE ANY DISPUTE WITH AN AUTHORISED END USER RELATING TO OR BASED ON THESE OBLIGATIONS.
A Few Ground Rules
For purposes of this EULA, end user data and administrator data collectively known as "Content". While you are here, you must follow the rules
The EULA remain effective until your access to the platforms has been terminated by us.
You are to respect PrimeXcess's Intellectual Property
All intellectual property, including but not limited to, patents, copyrighted material, trademarks, names and logos used in the Licensed Application or delivered via the platforms are owned by PrimeXcess unless otherwise stated or indicated. Your use of the Licensed Application does not allow you to infringe those rights or the intellectual property rights of third-parties which may exist in content contained in the Licensed Application or delivered via the platforms. No license is expressly or impliedly granted within or as a result of your use of the Licensed Application in respect of any intellectual property. Without PrimeXcess's prior written consent, you agree not to display or use in any manner, PrimeXcess's intellectual property, in particular, PrimeXcess's trademarks, names and logo.
Pursuant to the terms of this EULA, you may download and install the Licensed Applications to your supported device, and access and use the platforms, solely for your own personal and non-commercial use. You may not:
Copy, modify or distribute, in any way, our platforms, Licensed Applications or content without PrimeXcess's prior written authorisation, unless PrimeXcess makes available the means for such distribution through functionality offered by the platforms and Licensed Applications such as "Facebook Share" and "Twitter Share";
Transfer, sublicense, lease, lend, rent or otherwise distribute the Licensed Applications or offer or provide the platforms to anyone else;
Access content, the platforms or Licensed Applications through any technology or means other than using your PrimeXcess User Account on the platforms and Licensed Applications themselves, or other explicitly authorised means PrimeXcess may designate; or
Reverse-engineer, decompile or create derivative works of the platforms and Licensed Applications.
You are to adhere to the Permissions and Restrictions to the access and use of our Platforms and Licensed Applications
Pursuant to the terms of this EULA, you agree to the following:
You will not use the platforms and licensed applications for any of the following commercial uses unless you obtain PrimeXcess's prior written approval:
the sale of access to the platforms and licensed applications;
the sale of advertising, sponsorships, or promotions placed on or within the platforms or licensed applications or content; or
the sale of advertising, sponsorships, or promotions on any page of an ad-enabled blog or platform containing content delivered via the platforms and licensed applications, unless other material not obtained from PrimeXcess appears on the same page and is of sufficient value to be the basis for such sales.
Prohibited commercial uses do not include:
Uploading an original content to PrimeXcess to promote your business or artistic enterprise;
Any use that PrimeXcess expressly authorises in writing.
If you use the licensed applications, you agree that it may automatically download and install updates from time to time from PrimeXcess. These updates are designed to improve, enhance and further develop the PrimeXcess application and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit PrimeXcess to deliver these to you) as part of your use of the PrimeXcess Application;
You agree not to use or launch any automated system that accesses the platform and licensed applications in a manner that sends more request messages to the PrimeXcess servers in a given period of time. Notwithstanding the foregoing, PrimeXcess grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. PrimeXcess reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names, from the platform and/or licensed applications, nor to use the communication systems provided by the platform (e.g., comments, email) and licensed applications for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of the platform and licensed applications with respect to their content; and
You will not use the platforms and licensed applications in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with the terms of this EULA or the laws governing the jurisdiction of Malaysia and the jurisdiction you are residing in.
You are to respect Third-Party's Intellectual Property
You shall submit end user data to the platform and licensed applications which will not contain third-party copyrighted material, or material that is subject to other third-party proprietary rights, unless you have permission from the rightful owner of the material. You are to be responsible for your own End user Data and experience on our Platforms and Licensed Applications You shall be solely responsible for your own end user data and the consequences of submitting and publishing your end user data on the platforms and licensed applications. You affirm, represent and warrant that you own or have the necessary licenses, rights, consents and permissions to publish end user data you submit.
PrimeXcess's zero-tolerance stand on infringement of Intellectual Property Rights
PrimeXcess does not endorse any administrator data or end user data submitted to the platforms and licensed applications by any user or other licensor, or any opinion, recommendation, or advice expressed therein, and PrimeXcess expressly disclaims any and all liability in connection with such content. PrimeXcess does not permit copyright infringing activities and infringement of intellectual property rights on the platform and licensed applications, and PrimeXcess will remove all content if properly notified that such content infringes on another's intellectual property rights. In such event, PrimeXcess reserves the right to remove content without prior notice.
Limitation of Liability
If we believe that there is a violation of the contract, EULA, or any of our other policies that can simply be remedied by administrator's removal of certain end user data or taking other action, we will, in most cases, ask administrator to take action rather than intervene. We may directly step in and take what we determine to be appropriate action (including disabling your Account) if administrator does not take appropriate action or we believe there is a credible risk of harm to us, the platforms, licensed applications, authorised end users, or any third-parties TO THE EXTENT NOT EXPRESSLY PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL YOU OR WE HAVE ANY LIABILITY TO THE OTHER FOR ANY DEATH OR PERSONAL INJURY, LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMERS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW AND DO NOT LIMIT EITHER PARTY'S RIGHT TO SEEK AND OBTAIN EQUITABLE RELIEF. UNLESS YOU ARE ALSO AN ADMINISTRATOR (AND WITHOUT LIMITATION TO OUR RIGHTS AND REMEDIES UNDER THE CONTRACT).
Consequences of breach of EULA
Any attempt to engage in any of the aforesaid restrictions in "A Few Ground Rules" section will otherwise be a fundamental breach of the EULA and a violation of the rights of PrimeXcess and the rights of its licensors. PrimeXcess reserves the right to discontinue any aspect of the platform and licensed applications at any time.
If you breach any of the aforesaid restrictions, PrimeXcess shall have the right to terminate the EULA and you may be subject to civil and criminal liability. The terms of this EULA will govern any updates provided by PrimeXcess which replace and/or supplement the original licensed application, unless such upgrade is accompanied by a separate license agreement in which case the terms of that license agreement shall govern.
As part of the platforms we provide, you may receive push notifications, alerts or other types of messages sent to you outside or inside the licensed applications ("Push Notifications"). You can opt in or out of these Push Notifications through the platforms or through your mobile device's operating system.
Consent to Use of Data
The platforms and licensed applications enable access and may contain links to third-party platforms ("Third-Party Content") that are not owned or controlled by PrimeXcess. PrimeXcess has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party platforms.
By using the licensed application and the platforms, you acknowledge and agree that PrimeXcess is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, intellectual property rights compliance, legality, decency, quality or any other aspect of such Third-Party Content.
You shall, at all times, exercise your own judgment and discretion in deciding whether to join or participate in any merchant programs made available through the licensed applications and the platforms. PrimeXcess does not endorse or make any representation or warranty, express or implied, in respect of any merchant programs or products offered thereunder and disclaims any responsibility in respect of any terms and conditions of any merchant programs. You shall be solely responsible for assessing and agreeing with the terms and conditions of any merchant program and communicating with any participating merchant in respect of any matter or dispute relating to any merchant program.
No failure or delay by either party in exercising any right under the EULA, will constitute a waiver of that right. No waiver under the EULA will be effective unless made in writing and signed by an authorised representative of the party being deemed to have granted the waiver.
The EULA, will be enforced to the fullest extent permitted under applicable law. If any provision of the EULA is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the EULA will remain in effect.
You may not assign any of your rights or delegate your obligations under the EULA, whether by operation of law or otherwise, without the prior written consent of us (not to be unreasonably withheld). We may assign the EULA in their entirety (including all terms and conditions incorporated herein by reference), without your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of our assets.
You agree to defend, indemnify and hold PrimeXcess, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable solicitor's fees and costs, arising out of or in way connected with:
Your access to or use of the platforms or licensed applications;
Your violation of the terms of this EULA, including without limitation any representations made herein; or
Your violation of any third-party rights, including without limitation any intellectual property rights, or publicity, confidentiality, property or privacy rights.
If any party is prevented from performing any of its obligations under this EULA due to any cause beyond the party's reasonable control, the time for that party's performance will be extended for the period of the delay or failure to perform due to such cause, except that you will not be excused from the payment of any sums of money owed by you to PrimeXcess to such cause.
The parties shall each do all such acts, matters and things as may be reasonably necessary to give full effect to this EULA.
Feedback is welcomed the more suggestions our Administrator and authorised end users make, the better the platforms become. If you send us any feedback or suggestions regarding the platforms, there is a chance we will use it, so you grant us (for itself and all of its authorised users and other customer personnel) an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to administrator and any authorised user. If we choose not to implement the suggestion, please don't take it personally. We appreciate it nonetheless.
The contract, and any disputes arising out of or related hereto, will be governed exclusively by the laws of Malaysia, without regard to its conflicts of laws rules.
The laws of the Malaysia shall govern this EULA and your use of the platforms and licensed applications, and the courts of Malaysia shall have exclusive jurisdiction over any and all disputes arising out of or in connection with this EULA, or their formation as a contract between us or their enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. In any action or proceeding to enforce rights under the EULA, the prevailing party will be entitled to recover its reasonable costs and counsel's fees. Your use of the platforms and Licensed Applications may also be subject to other local, state, national, or international laws.
Please also feel free to contact us if you have any questions about PrimeXcess's EULA. You may contact us at support@PrimeXcess.com or at our mailing address below: Oracle Worldwide Sdn Bhd Level 3A, Tower 1, Avenue 3 The Horizon, Bangsar South No. 8, Jalan Kerinchi 59200 Kuala Lumpur, Malaysia