Terms and Conditions

Z.com Master Service Agreement

1. Acceptance and Effective Date

GMO Z.com Pte. Ltd. is a limited liability company incorporated under the laws of the Republic of Singapore (hereinafter referred to as the “Z.com”) providing online services including domain name registration, hosting services, SSL certificates service and application creation service.

PLEASE READ THIS MASTER SERVICE AGREEMENT CAREFULLY.
This Master Service Agreement (hereinafter referred to as the "Agreement" or "MSA") is entered into by and between Z.com and you, and sets out the terms and conditions on which you may use products and services (hereinafter referred to as the "Services") from Z.com.
Upon clicking a box indicating "Acceptance", submitting a relevant Order for any of the Services, and/or using any of the Services, you hereby enter into this Agreement and indicate your acceptance to be bound by the Terms of this Agreement. Upon your acceptance, you confirm that you have read this Agreement, and all terms and conditions of this Agreement shall govern your purchase and use of the Services provided by Z.com, and all other matters in connection therewith.

  • 1.1.

    This Agreement shall be effective from the date of your entry into this Agreement in accordance with Clause 1.3 above. It shall be binding upon the Parties hereto and their respective successors, legal representatives, permitted assigns and sub-contractors. For any further information on our services, you may contact us via:
    E-mail: info@sg.cloud.z.com

Definitions

"We", "us" or "our" means Z.com;

"You", "your", "user" or "customer" means any individual or entity who accepts this Agreement, creates an account in accordance with Clause 6 of this Agreement, has access to an account, and/or uses the Services. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits;

  • 1.2.

    "Party" means Z.com or the Customer, which shall collectively be known as the "Parties";

    "Business day" means every official working day other than Saturday, Sunday or any official holiday in Singapore;

    "Confidential Information" means any and all confidential or proprietary information or materials or data which have been or are hereafter disclosed or made available by one party (the "Disclosing Party") to the other (the "Receiving Party") in connection with this Agreement and/or Order(s), whether provided in any form or media, including without limitation: all trade secrets; existing or contemplated products, services, designs, technology, processes, technical data, engineering techniques, methodologies and concepts and any related information;

    information relating to business plans, sales or marketing methods and customer lists or requirements; and customer-specific terms or pricing set forth in this Agreement and/or any Order;

    "Content" means all content, data, video, templates or information in any form that is uploaded through the use of Z.com Services by the customer, including any such Content that is incorporated into the Z.com Services from third parties at the direction of the customer;

    "Deliverables" means any tangible and intangible materials including a document, software, development work or design that are prepared and provided by Z.com or its subcontractors in the course of performing the Services;

    "Z.com Property" means all Intellectual Property used or developed by Z.com to provide the Services, including without limitation the text, software, source code, APIs, photos, sounds, music, videos and interactive features and the trademarks, service marks and logos contained therein;

    "Intellectual Property" means any and all inventions, patent applications, patents, design, copyrights, trademarks, service marks, trade names, domain name, mask work, know-how and other trade secret, and all other intellectual property, derivatives thereof, and forms of protection of a similar nature anywhere in the world (whether registered or unregistered and including the right to register such intellectual property) that are, in each case, protected under the laws of any governmental authority having jurisdiction;

  • 1.3.

    "Personal Data" means data, whether true or not, about an individual (being a natural person) who can be identified:
    (a) from that data; or
    (b) from that data and other information to which the Company has or is likely to have access;

  • 1.4.

    "Customer Data" means, in relation to a Customer, all Personal Data of the Customer obtained by the Company in anyway, including but not limited to such Personal Data of the Customer obtained as a result of or in connection with the Customer's setting up of an account in accordance with Clause 6 of this Agreement and/or the Customer's use of any of the Services provided by the Company;

    "Order" or "Service Order" means the Z.com Domain Name Registration Service Order, Z.com Hosting Service Order, Z.com SSL Service Order and/or Z.com MyStoreApp Service Order which are integral parts of this Agreement;

  • 1.5.

    "Z.com Pre-Pay Terms" means the Z.com Pre-Pay Terms and Conditions that govern the Z.com Pre-Pay stored value service provided by the Company for the payment of fees for goods and services provided by the Company;

  • 1.6.

    "Policy" means the Z.com Data Protection Policy set out at the link below, as may be amended and/or updated from time to time; https://cloud.z.comsg/

  • 1.7.

    Any reference to 'include' or 'including' shall be deemed to be followed by 'without limitation' or 'but not limited to', whether or not they are followed by such phrases or words of like import;

  • 1.8.

    Unless the context otherwise requires, words (including words defined in this Agreement) denoting the singular number only shall include the plural and vice versa, words denoting natural persons shall include bodies corporate (except for references to Personal Data), and reference to a particular gender shall include all genders.

  • 1.9.

    The headings to the clauses and paragraphs are for convenience only and shall not affect the interpretation or construction of this Agreement;

  • 1.10.

    Unless the context otherwise requires, references herein to "Clause" or "Clauses" are references to the clause or clauses of this Agreement;

Warranties and Representations

If you are an individual and are entering into this Agreement on behalf of an entity, you represent and warrant that you have the authority to bind such entity to all of the terms and conditions of this Agreement.

Z.com represents and warrants that (i) it either owns fully and outright or otherwise possesses and has obtained all rights, approvals, licenses, consents and permissions as are necessary to perform its obligations hereunder, exercise its rights hereunder and to grant the licenses granted by it under this Agreement and (ii) the Z.com Services, as used by the customer in accordance with this Agreement, does not, and shall not, infringe, violate or misappropriate any third party's rights.

The customer represents and warrants that (i) it either owns fully and outright or otherwise possesses and has obtained all rights, approvals, licenses, consents and permissions as are necessary to perform its obligations hereunder, exercise its rights hereunder and to grant the licenses granted by it under this Agreement and (ii) the Content used in connection with the Z.com Services, as enabled by the customer, directly or indirectly, does not, and shall not, infringe, violate or misappropriate any third party's rights.

Each party represents and warrants that it has the legal power and authority to enter into this Agreement.

Provision of Services and Orders

This Agreement shall apply each time a Customer engages Z.com to provide Services and shall govern the provision of any and all Z.com Services to the Customer. Services do not include any Third Party Products or Services that may be purchased by the Customer from a third party or procured for the Customer by Z.com, including without limitation extended warranties on Third Party Products offered by the manufacturer thereof.

  • 1.11.

    You may enter into Order(s) with us which describe each Service you may use. You can access and enter into the Z.com Domain Name Registration Service Order at https://domain.z.com/sg/ Z.com Hosting Service Order at https://cloud.z.com/sg/, Z.com SSL Service Order at https://ssl.z.com/sg/ and Z.com MyStoreApp Service Order at https://storeapp.z.com/sg/

    The Service Order and its Terms shall be an integral part of this Agreement. In the event of any inconsistency between this Agreement and any Order, the terms of the Order shall take precedence over this Agreement, to the extent of the inconsistency.

    We may provide you with the Services in accordance with this Agreement and the terms of an Order or Orders you have made. We have no obligation to provide any Services requested by you until the due execution of an Order with respect to those Services.

    Subject to the terms and conditions of this Agreement, Orders and our other policies and procedures, we shall use commercially reasonable efforts to attempt to provide the Services.

Maintenance Services

During the Term of any of the Services provided by Z.com, Z.com will perform the repair or maintenance services at its own costs unless otherwise agreed between the parties.

If a damage to the Services is as a result of misuse or abuse of the system or component (such as, but not limited to, use of incompatible devices or accessories, or failure to follow operating instructions) by the customer, the costs of the repair and/or maintenance services shall be borne by the customer.

Account

In order to use the Services, the customer needs to create an Account at the Z.com website:
https://cloud.z.com/sg/login by its username(s) and password(s) (hereinafter referred to as "Credentials". An "Account" is a single point of entry through which the customer can access and use the Z.com Services. The customer is solely responsible for all activities carried out in relation to the customer's Account(s), whether authorized by the customer or not, and Z.com shall have the right, without further inquiry, to rely on the provision of the customer's Credentials as sufficient to authenticate the customer's use of the Service(s) and the operation of his/her Account(s). The customer must notify Z.com immediately of any breach of security or unauthorized access and/or use of its Account. Z.com will not be liable for any losses, damages or liabilities that the customer may incur due to any unauthorized use of his/her Account.

Accounts can be created by persons 18 years of age or older. If you are less than 18 years of age and wish to use any of the Services, your parent(s) or guardian(s) must complete the registration process, open an Account in their name(s) and accept full responsibility for all obligations under this Agreement. The registered user of an Account may use the Account or may choose instead to permit a minor child, of which the registered user is a parent or guardian, to use the Account. You are liable for all activities conducted through your Account, and parents or guardians are liable for all activities of their minor child conducted through the Account.

You agree to provide true, accurate, current and complete information about yourself when you create your Account (hereinafter referred to as the "Account Information") and maintain and promptly update the Account Information to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Z.com has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Z.com has the right to suspend or terminate your Account and refuse any and all current or future use of the Service.

  • 1.12.

    The Account shall be terminated upon the termination of this Agreement in accordance with Clause 11.

Customer's Obligations

The customer acknowledges and agrees that its use of the Services, including any content it has submitted, will comply with this Agreement, the Orders, the Z.com Pre-Pay Terms, the Policy and all other policies of the Company and all applicable laws and regulations.

The customer covenants that it shall not use the Services in a manner (as determined by Z.com in its sole and absolute discretion) that:

  • is illegal, or promotes or encourages illegal activity;
  • promotes, encourages or engages in child pornography or the exploitation of children;
  • promotes, encourages or engages in terrorism, violence against people, animals, or property;
  • promotes, encourages or engages in any spam or other unsolicited bulk email, or computer or network hacking or cracking;
  • infringes on the intellectual property rights of Z.com, another User or any other person or entity;
  • violates the rights of Z.com, another User or any other person or entity, or breaches any duty of confidentiality that you owe to Z.com, another User or any other person or entity;
  • interferes with the operation of the Services;
  • contains or installs any viruses, worms, bugs, Trojan horses or other code, files or programs designed to, or capable of, disrupting, damaging or limiting the functionality of any software or hardware;
  • contains false or deceptive language, or unsubstantiated or comparative claims, regarding Z.com or the Services; or
  • send commercial advertising and/or bulk emails or faxes without the recipient's prior consent to receive messages from you.

The customer shall not copy or distribute any part of the Services or Z.com Property without Z.com's expresses prior written consent, which may be withdrawn at any time at the sole discretion of Z.com in writing or otherwise. Written consent of the parties may be given by email or fax or attachment to an email, or by other means.

The customer shall not re-sell or provide the Services, including any of Z.com's related technologies, without Z.com's express prior written consent, which may be withdrawn at any time at the sole discretion of Z.com in writing or otherwise.

The customer shall not modify or alter any part of the Services or any of its related technologies.

The customer shall not access Z.com Property or the customer's content, whether posted or published or submitted through the customer's Account or otherwise ("User Content"), through any technology or means other than through the Services, or as Z.com may designate.

The customer agrees to back-up all of its User Content so that the customer can access and use it when needed. Z.com does not warrant that it backs-up any Account or User Content, and the customer agrees to assume the risk of the loss of any and all of its User Content.

  • 1.13.

    The customer agrees that Z.com may from time-to-time contact him or her about his or her Account via telephone, email or otherwise. for the purposes of any and all such contact(s), the customer hereby consents to allow Z.com, in its sole discretion, to record the entirety of such contact, regardless of whether the customer has been informed, in each particular instance of contact, of the Company's intention to record such contact.

  • 1.14.

    The recording of any such contact as referred to in Clause 7.8 above shall be used for any of the following purposes:

    • (a)to ascertain any discrepancies, errors or other issues pertaining to or arising out of the use or operation of the Account and/or any transactions carried out thereunder;
    • (b)monitoring such contact for evaluative purposes, including but not limited to quality assurance, employee training and performance evaluation; or
    • (c)to take into account and follow up on any feedback or issues raised by the Customer in connection with the provision of the Services by the Company, the use of the Account and/or any transactions carried out on the Account

Subject to the provisions of the PDPA, the recording of such contact will be used for:

  • (a)verifying your identity;
  • (b)providing any of the Services to you;
  • (c)carrying out any of Z.com's obligations under the MSA, Pre-Pay Terms and/or relevant Orders;
  • (d)monitoring our interactions between you for the purposes of customer service quality controls, employee training and performance evaluation;
  • (e)responding to your enquiries, feedback or comments;
  • (f)conducting any market research and/or analysis;
  • (g)carrying out any surveys;
  • (h)reviewing our internal processes and policies with a view to improving upon such processes and policies;
  • (i)opening and maintaining an Account or Z.com Pre-Pay account;
  • (j)authenticating the operation of an Account or Z.com Pre-Pay account, and any transactions carried out thereon as emanating from a registered or authorised user of Z.com's Services;
  • (k)investigating any suspected instances of fraud, forgery, unauthorised access or use pertaining to or arising out of the provision of Services by Z.com, the operation of any Account or Z.com Pre-Pay account or any transaction entered into;
  • (l)monitoring the transactions carried out for any suspected money-laundering, terrorism financing activities and/or other related risks;
  • (m)meeting any legal, regulatory or compliance obligations on the part of Z.com, including such disclosures to the relevant government agency or regulatory authority as the case may be;
  • (n)the conduct or defence of any legal proceedings, claims or actions, including but not limited to the procurement of legal advice, drafting of documents and facilitation of dispute resolution, and the enforcement of our rights and/or performance of our obligations in relation thereto;
  • (o)marketing our Services;
  • (p)providing you with information on promotions or rewards;
  • (q)any other purpose permitted by any relevant law, regulation, notice or government authority; and
  • (r)any other purposes arising out of or connected to the abovementioned purposes.

(i) The customer further acknowledges and agrees that, to the extent permitted by applicable Laws, any such recording(s) may be submitted as evidence in any legal proceeding in which Z.com is a party.

If the customer posts or publishes or submits any of its User Content through or to the Services, the customer represents and warrants to Z.com that:The customer has all necessary rights to post or publish or submit its User Content through or to the Services; Its User Content does not violate the rights of any third party.

Z.com's obligations

Z.com agrees to (a) make the Services available to the customer in accordance with this Agreement, including any current Order; and (b) perform any other obligations expressly identified in any current Order.

Fees and Payments

The customer shall pay Z.com the fees set forth, from time to time, in this Agreement and/or the relevant Order (the "Fees").

  • 1.15.

    The customer shall make its payment in accordance with the "Payment Methods" set forth in this Agreement and/or the relevant Order.

    The Payment Methods are payment by valid credit card, bank transfer, online payment such as "Paypal", deposit payment "Z.com Pre-Pay", or in cash.

  • 1.16.

    Payment of Fees shall be made, without set-off, by the due date as specified in this Agreement or the relevant Order.

  • 1.17.

    The Customer shall be responsible for and shall pay any applicable bank charges or any other charges arising out of the payment transaction and/or transfer of funds.

    The Customer shall be further responsible for and shall pay any applicable taxes or duties, tariffs or the like applicable to the Customer's Order (except for taxes on Z.com's income). All payments shall be made without deduction for withholding taxes.

    If Z.com pursues collection efforts against the Customer due to the Customer's failure to pay fees on the date that such fees fall due under this Agreement and/or the relevant Order, the Customer shall pay Z.com's reasonable costs of collection, including any attorneys' fees relating thereto.

    To the extent permitted by applicable laws, the fees payable under this Agreement and/or Order are non-refundable and non-cancelable, even if the customer's use of the Services are suspended, terminated, or transferred prior to the end of the Term.

    Z.com may, in its sole and absolute discretion, change or modify the fees at any time, and such changes or modifications shall be effective immediately upon posting to its website.

  • 1.18.

    If a Customer has purchased or obtained the provision of Services by the Company over a period of time (a "Term"), such changes or modifications in prices and fees shall take effect upon renewal of the Term.

2. Term

Unless terminated in accordance with the provisions of this Agreement, this Agreement shall commence from the date set out in Clause 1.4 and shall remain in effect for as long as there shall remain in effect an Order entered into between you and the Company or for as long as you shall remain a registered user of an Account with the Company, whichever is longer.

Termination

Either Z.com or the customer may terminate this Agreement or any Order, with or without cause, by giving at least ten (10) business Days prior written notice to the other party, unless provided otherwise in the relevant Order.

Without prejudice to any other rights of Z.com under this Agreement or any other applicable laws, Z.com may immediately, in its sole and absolute discretion, suspend the performance of its obligations or provision of Services under this Agreement or any Order (including the removal and/or destruction of any User Content) and/or may terminate this Agreement or any Order, at any time and without prior notice if:
you fail to pay any of the Fees to Z.com by the due date as specified in this Agreement or any relevant Order;
you materially breach any provision of this Agreement or any relevant Order;
(a) you materially breach any provision of the Z.com Pre-Pay Terms or the Policy;
you suffer an Insolvency Event, being such an event where:

  • (i)you are or have become unable to pay your debts as and when they fall due;
  • (ii)you enter into any arrangement or composition with or for the benefit of your creditors;
  • (iii)any insolvency proceedings have been commenced against you, whether voluntary or involuntary, and where involuntary, the proceedings have not been dismissed within 30 days;
  • (iv)in the case of a corporation, a resolution has been passed for the winding-up, judicial management, scheme of arrangement, or any other insolvency or rehabilitative proceedings in relation to the corporation; or
  • (v)in the case of a corporation, a resolution has been passed for the appointment of an administrator, provisional liquidator, receiver or similar official over the assets of the corporation

your use of the Services are deemed by Z.com to be inappropriate; you are abusive or threatening towards, or harass Z.com and/or any of Z.com's employees; Notwithstanding the terms of this Agreement or any other Order, policies or terms and conditions between Z.com and you, Z.com expressly reserves the right to deny, cancel, terminate, suspend, lock, or modify access to (or control of) any Account or Services (including the right to cancel or transfer any domain name registration) for any reason whatsoever, including but not limited to the following:

  • To correct mistakes made by Z.com in offering or delivering any Services (including any domain name registration);
  • To protect the integrity and stability of, and correct mistakes made by, any domain name registry;
  • To assist with our fraud and abuse detection and prevention efforts;
  • To comply with court orders against you and/or your domain name or website and any applicable Laws;
  • To comply with requests by any law enforcement body, including subpoena requests;
  • To comply with any dispute resolution process;
  • To defend any legal action or threatened legal action, regardless of whether such legal action or threatened legal action is eventually determined to be with or without merit; or
  • To avoid any civil or criminal liability which might concern Z.com, its officers, directors, employees, agents and/or affiliates, including, but not limited to, instances where you have sued or threatened to sue us.

Consequences of Termination

If this Agreement is terminated, the customer shall pay Z.com the amounts specified in each Order relating to Service(s) performed by Z.com up to and including the date of termination, as well as any additional costs or expenses which Z.com has reasonably incurred in connection with the provision of such Services. We may invoice for all fees and any other amounts payable to us. You must pay those fees and amounts within three (3) Business days after the date of the termination.

Upon termination of this Agreement or any relevant Oder, all property of each party in possession of the other party relating to the relevant Service(s) (the provision of which has been terminated) shall be promptly returned, including, without limitation, any Deliverables provided to Customer by Z.com under the Agreement or any relevant Order(s) that have not yet been fully paid for by the Customer. The customer shall also promptly return or destroy (as determined by Z.com in its sole and absolute discretion) all Confidential Information, (including all copies), held by it, its personnel or otherwise under its control.

Notwithstanding the termination of the Agreement and/or any relevant Order, Clauses 3, 7, 9, 12, 13, 14, 15, 16, 17, 18, 19, 20, 22, 23, 25 and 26 shall survive and continue to be legally binding between the parties after the date of termination.

Intellectual Property

The Customer owns and retains all worldwide right, title, and interest in and to all of his Intellectual Property. Except as expressly set forth herein, nothing in this Agreement conveys any right, title, or interest in or to the Customer's Intellectual Property to Z.com.

Z.com owns and retains all worldwide right, title and interest in and to all its Intellectual Property including without limitation the text, software, source code, APIs, photos, sounds, music, videos and interactive features and the trademarks, service marks and logos contained therein ("Z.com Property"). To the extent that any Z.com Property is included in a deliverable provided to Customer as part of any Services, Z.com hereby grants to Customer a non-exclusive, non-transferable, worldwide right and license to internally use such Z.com Property solely in relation to the related Services. Except as expressly set forth herein, nothing in this Agreement conveys any right, title, or interest in or to the Z.com Property to the Customer or any other third party. Z.com shall own all worldwide right, title, and interest in and to all Deliverables delivered to Customer (including, without limitation, all related Intellectual Property) from the time that it is created, authored, invented, discovered, or first reduced to material form or practice.

Z.com shall retain all intellectual property rights with respect to the processes, tools and software related to the Services. Any use by the Customer, including the execution, reverse engineering, decompilation, reproduction, modification, distribution, transmission, republication, display, transfer or performance, except as specifically permitted by Z.com during the Term of Services, is prohibited. We provide Z.com Property to you "as is", "as available" and "with all faults" for your information and personal, non-commercial use only and such Z.com Property may not be copied, reproduced, distributed, transmitted, broadcast, sold, licensed, or otherwise exploited for any purposes whatsoever without the express prior written consent of Z.com. Except as provided in this Agreement or Order, we may not grant you any rights in relation to any Z.com Property.

Except as otherwise specifically agreed to in this Agreement, Z.com shall retain exclusive ownership in all of its Deliverables. Subject to payment in full for the applicable Services, Z.com grants the Customer a non-exclusive, non-transferable, royalty-free right to use the Deliverables solely for the Customer's internal and personal use. The Customer agrees to take all reasonable steps to protect Deliverables under this Agreement, and any related documentation, from unauthorised copying or use. The Customer further agrees not to modify, disassemble or decompile any such Deliverables in order to discover the trade secrets contained in the source code or for any other reason.

You hereby irrevocably acknowledge that this Agreement is not a sale, conveyance or transfer, and does not convey, transfer or assign to you any rights of ownership in or related to the Services, any technology developed by Z.com, the Z.com Property or any other Intellectual Property Rights owned by Z.com.

Confidentiality

  • 2.1.

    In the performance of the Services, the Customer and Z.com may have access to or be exposed to Confidential Information of the other party. Confidential Information may not be shared with third parties unless such disclosure is to personnel of Z.com or the Customer, including employees, agents, consultants, and subcontractors ("Personnel") on a "need-to-know" basis and in connection with the performance of this Agreement, provided that such personnel has agreed in writing to be bound by terms at least as restrictive as those contained in this Agreement, with respect to the handling and treatment of Confidential Information.

  • 2.2.

    In pursuance of Clause 14.1 above, the Personnel shall execute a confidentiality agreement in the form reasonably required by the party whose Confidential Information is disclosed.
    The Receiving party agrees to take the necessary precautions to maintain the confidentiality of the Confidential Information of the Disclosing Party by using at least the same degree of care as the Receiving party employs with respect to its own Confidential Information of a like kind and nature, but in every case no less than the commercially reasonable standard of care to maintain such confidentiality. The Parties ensure that the Confidential Information is secured with the reasonable level of security. The Receiving Party agrees that it will hold in confidence the Confidential Information disclosed by the Disclosing Party. The Parties shall not use Confidential Information for any purpose other than the performance of this Agreement or the Customer's use of the Services. Each party shall also be liable for all breaches of these obligations by its employees and contractors.

  • 2.3.

    The obligations of the Receiving Party under this Clause will not apply to information of the Disclosing Party if such information:
    (a) was in the possession of the Receiving Party at the time of disclosure without any restrictions as to confidentiality of such information;
    (b) was generally available to the public at the time of disclosure or became generally available to the public after disclosure through no breach of this Agreement or other wrongful act by the Receiving Party;
    was rightfully received by the Receiving Party from a third party without restriction on disclosure; oris independently developed by the Receiving Party without use of or reference to the Confidential Information

  • 2.4.

    The Receiving Party may disclose Confidential Information to the extent required to comply with the applicable laws or binding orders of governmental entities that have jurisdiction over it, provided that, to the extent legally permitted, the Receiving Party :
    (a) gives the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or other appropriate remedy;
    discloses only such Confidential Information as is required by the governmental entity; and uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information disclosed.

    Upon the written request of the Disclosing Party, made by email, fax or other similar means, the Receiving Party shall promptly return or destroy the Confidential Information, including all copies thereof (certifying the fact of such destruction to the Disclosing Party).

    The parties acknowledge and agree that any breach of the obligations of this Clause 14 may cause the non-breaching party irreparable harm for which an adequate remedy at law may not be available and that, therefore, the non-breaching party shall be entitled to seek injunctive relief, in addition to all other remedies available at law.

    Each party shall promptly notify the other party upon discovery of any unauthorised use or disclosure of Confidential Information and will cooperate with the other party in every reasonable way to help regain possession of such Confidential Information and prevent any further unauthorised use.

    The obligations with respect to Confidential Information shall continue for five (5) years from the date of termination of this Agreement.

Indemnification

  • 2.5.

    Each party (the "Indemnifying Party"), at its own expense, agrees to protect, defend, indemnify and hold harmless the other party (the "Indemnified Party") and such other party's officers, employees, directors, agents, affiliates, subsidiaries, successors and assigns from and against any and all claims, demands, damages, liabilities, losses, government fines, costs and expenses (including, without limitation, reasonable attorney's fees and litigation expenses) (individually, a "Claim") imposed upon or incurred by the Indemnified Party directly or indirectly arising from the Indemnifying Party's:

    Use of the Services; violation of any provision of this Agreement or Order which are incorporated herein; and/or violation of any third-party right, including without limitation any intellectual property or other proprietary right.
    (a) The indemnification obligations in this Clause are conditioned upon: written notice by the indemnified party, made by email or fax or other means to the indemnifying party within 30 days of the indemnified party's receipt of any Claim for which indemnification is sought; counsel for the indemnified party being reasonably acceptable to the indemnifying party, such acceptance by the Indemnifying Party not to be unreasonably withheld;

    Approval by the indemnifying party of any settlement of the Claim for which indemnification is sought by the Indemnified Party; and such reasonable cooperation by the indemnified party in the defense of the Claim as the indemnifying party may request. Notwithstanding anything to the contrary contained herein, the indemnifying party shall not, without the prior written consent of the indemnified party, settle, compromise or consent to the entry of any judgment with respect to any pending or threatened Claim unless the settlement, compromise or consent provides for and includes an express, unconditional release of such Claim against the indemnified party.

  • 2.6.

    If Z.com receives notice of a claim that, in its reasonable opinion, is likely to result in an adverse ruling, then Z.com may in its sole discretion:

    • (a)obtain a right for Customer to continue using such Service or Deliverable; modify such Service or Deliverable to make it non-infringing; replace such Service or Deliverable with a non-infringing equivalent; or
    • (b)terminate the use of such Service or Deliverable by the Customer and thereafter refund any fees paid by the Customer for the allegedly infringing Service that has not been provided by Z.com, or provide a reasonable refund in relation to the allegedly infringing Deliverable (taking into account the depreciation of such Deliverable).

    Notwithstanding the foregoing, Z.com shall have no obligation under this Clause for any claim resulting or arising from:

    • (a)any unauthorised modification or alteration of the Services or Deliverables by the Customer;
    • (b)any modification or alteration of the Services or Deliverables not carried out by or on behalf of Z.com;
    • (c)any operation, combination or use of the Service or Deliverable in connection with any other third-party product or service; or
    • (d)any action undertaken by Z.com in compliance with the Customer's written specifications or directions, including but not limited to the incorporation or use of any software or other materials or process provided by or requested by the Customer.
  • 2.7.

    Each Customer shall defend, indemnify and hold Z.com harmless from any Claim, including any third-party claim or action arising out of:

    • (a)the failure of the Customer to obtain the appropriate license(s), Intellectual Property right(s), or any other permission(s), regulatory certificates(s) or approval(s) associated with the Content and/or any technology, software or other component provided by the Customer, or requested by the Customer to be installed or integrated as part of the Services;
    • (b)any inaccurate representations by the Customer regarding the existence and/or validity of a license, Intellectual Property right, regulatory certificate, approval and/or permission ; or

    Any allegation made against Z.com due to the Customer's violation or alleged violation of any applicable law, regulation, notice and/or order.

3.Personal Data

  • 3.1.

    Each Customer hereby affirmatively agrees, consents to and authorizes the retrieval, collection, use, disclosure and/or retention, by and on behalf of the Company, of any Customer Data in accordance with this Agreement and the Policy.

  • 3.2.

    In addition to Clause 16.1 above, a Customer may agree, consent to or authorise the collection, use, disclosure and/or retention of Customer Data by the Company for any purpose(s) as requested by the Company, by any form of writing or by the acceptance by the Customer of this Agreement, any relevant Order, or any other agreement and/or terms and conditions of the Company which refer to such consent or authority.

  • 3.3.

    Each Customer hereby affirmatively agrees, consents to and authorizes the disclosure of Customer Data to third party agents of the Company (including the transfer out of Singapore if so required), in accordance with the Policy.

  • 3.4.

    Each Customer hereby represents, warrants and undertakes to the Company that in the event that any Personal Data of a third-party is provided to the Company, the Customer has obtained the expressed, written consent of such third-party to the retrieval, collection, use, disclosure and retention by and on behalf of the Company, of such Personal Data of the third-party in accordance with this Agreement and the Policy.

  • 3.5.

    The consent given by each Customer in accordance with this Agreement shall also constitute consent of the Customer for the purposes of the Spam Control Act (Cap 311A) or any other applicable legislation

  • 3.6.

    Each Customer hereby further consents to the sending of SMS notifications by the Company and/or other forms of contact in connection with the provision of the Services, subject to the Do Not Call Registry provisions under Part IX of the Personal Data Protection Act 2012 (No. 26 of 2012).

  • 3.7.

    A Customer may, in accordance with the Policy, withdraw consent given under this Agreement.

Data Security and Protection of customer Information

Z.com will maintain reasonable administrative, physical, and technical safeguards for the protection of the security, confidentiality and integrity of Customer Data and Content (collectively known as "Customer Information") which is owned and/or controlled by the Customer. Z.com will not modify Customer Information or access Customer Information except to provide the Services and prevent or address service or technical problems, or at the Customer's request in connection with the provision of Customer support.

Z.com shall, where reasonably practicable, promptly notify a Customer of any loss, misuse, or unauthorized acquisition of his/her Customer Information, provided that such obligation on the part of Z.com shall only arise where Z.com has had notice of such an event.

Despite Clause 17.1 above, the Customer hereby warrants, agrees and undertakes that it is solely responsible for taking appropriate and/or necessary measures to secure, back -up and protect its computing device(s) and Customer Information, including but not limited to any computer programs, applications, data and/or files in connection therewith. The Customer further acknowledges that customer Information may be altered or damaged in the course of providing technical services, whether on-site, via remote connection or otherwise.

Limitation of Liabilities

IN NO EVENT SHALL Z.COM, Z.COM'S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND/OR ANY THIRD PARTY SERVICE PROVIDERS, BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSSES OR LIABILITIES WHICH IS/ARE SUFFERED OR INCURRED IN CONNECTION WITH OR RELATING TO THIS AGREEMENT (INCLUDING AN ORDER) OR OTHERWISE ARISING OUT OF THE RELATIONSHIP BETWEEN YOU AND US, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE PRINCIPLE, AND WHETHER OR NOT WE WERE AWARE OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGE , LOSS OR LIABILITY.

YOU HEREBY ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE DATE UPON WHICH THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.

YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY ANY APPLICABLE LAWS, OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ANY AND ALL LOSSES SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID TO US BY YOU UNDER THE APPLICABLE ORDER(S) IN THE 12 MONTHS PRIOR TO THE LAST OCCURRENCE OF SUCH LOSS (LESS ANY OTHER CLAIMS PAID BY US IN CONNECTION WITH OR RELATING TO THAT ORDER IN THAT PERIOD.)

YOU FURTHER ACKNOWLEDGE THAT SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. Z.COM IS NOT RESPONSIBLE FOR DELAYS, DELIVERY FAILURES, OR OTHER SHORTCOMINGS IN THE PROVISION OF SERVICES RESULTING FROM SUCH PROBLEMS.

Disclaimer

TO THE EXTENT PERMITTED BY APPLICABLE LAWS, WE, OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD PARTY SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Parties' relationship and Assignment

The parties are independent contractors. Neither party shall have any rights, power or authority to act or create any obligation, express or implied, on behalf of another party, except as specified in this Agreement. Z.com has the right to assign, subcontract or delegate this Agreement, or any rights, duties, obligations or liabilities under this Agreement, in whole or in part, by operation of law or otherwise, provided that Z.com shall remain responsible for the performance of Services under this Agreement. You may not novate, assign or sub-contract your rights or obligations under this Agreement or Order, in whole or in part, without prior written consent of Z.com, which may be given or withheld at Z.com's sole discretion.

Modification

  • 3.8.

    Z.com may, in its sole and absolute discretion, change or modify this Agreement, any relevant Order, the Policy, the Z.com Pre-Pay Terms and/or any policies or agreements in connection therewith (the "Agreements"), at any time, and such changes or modifications shall be effective immediately upon posting to Z.com's website or upon notice to the Customer.

  • 3.9.

    Your use or continued use of any of the Services after such change(s) or modification(s) have been made to any of the Agreements shall constitute your acceptance of the Agreements with all such change(s) or modification(s) made up to the date on which the Service was used or continue to be used by you.

    If at any time you do not agree to be bound or continue to be bound by any of the Agreements with such change(s) or modification(s) made, you shall cease your use of the Services immediately.

  • 3.10.

    Z.com may, in its sole and absolute discretion, change, modify or discontinue any aspect of the Services at any time, including without limitation, the prices and fees for the Services. such changes, modifications or discontinuation shall be effective immediately upon posting to Z.com's website.

    Your use or continued use of any of the Services after such change(s) or modification(s) have been made shall constitute your acceptance of the Services with all such change(s) or modification(s) made up to the date on which the Service was used or continue to be used by you. If at any time you do not agree to be bound by such change(s) or modification(s) made to the Services, you shall cease your use of the Services immediately.

    Your use of the Services after the effective date of any amendments to the Agreements constitutes your complete and irrevocable acceptance of such amendments. You hereby undertake to check Z.com's website from time to time to be kept apprised of all such change(s), modification(s) and/or amendment(s) made to the Agreements and/or the aspects of the Services.

  • 3.11.

    For the avoidance of doubt, Clause 21.7 shall have no bearing on the effective date of any change, modification and/or discontinuation referred to in Clause 21.1 and Clause 2

4. Governing Law

This Agreement, the relevant Orders, the Policy, the Z.com Pre-Pay Terms and/or any policies or agreements in connection therewith shall be governed by and construed in accordance with the laws of the Republic of Singapore.

Settlement of Disputes

Z.com and the Customer shall attempt to resolve any claim, dispute or controversy (whether in contract, tort or otherwise) arising out of or relating to this Agreement and/or any relevant Order through amicable negotiation. The Parties agree that all acts, conduct and/or correspondence in connection with the negotiation and/or any settlement will be kept confidential.

In the event that the parties are unable to resolve the dispute within thirty (30) days after the notice of dispute is given by one Party to the other party, the parties shall each have a right to refer the dispute to a court of competent jurisdiction in Singapore.

Force Majeure

  • 4.1.

    A Party (the "Delayed Party") shall not be liable to the other party for any failure to perform any of its obligations (except payment obligations) under this Agreement or any relevant Order, if performance is delayed by circumstances beyond the reasonable control of the Delayed Party, including, but not limited to, fire, flood, war, embargo, strike, riot or the intervention of any governmental authority (a "Force Majeure Event").

    In such event, the delayed party must promptly provide the other party with written notice of the Force Majeure Event. The delayed party's performance shall be excused and suspended for the duration of the Force Majeure Event, but if the Force Majeure Event lasts longer than sixty (60) days, the other party may terminate the applicable Order and/or this Agreement by giving written notice to the delayed party.

Use of Customer Name

With the prior written consent of the Customer, Z.Com may use and/or publish the Customer's name in its customer lists, lists of referrals for other customers (or potential customers), and in other promotional information, including but not limited to, press releases, brochures, reports, letters, white papers, and electronic media such as e-mail or Web pages.

Miscellaneous Notice

All notices, demands, requests, or other communications that may be or are required to be given, served, or sent by either Party to the other Party pursuant to this Agreement, shall be in writing and shall be mailed by first-class, registered, or certified mail, return receipt requested, postage prepaid, or transmitted by hand delivery or email or facsimile addressed to the respective Parties as follows:

  • To GMO-Z.com Pte, Ltd:
    Address: 20 Anson Road, #09-02 Twenty Anson, Singapore 079912
  • To Customer:
    Address provided in the most recent Order.

Severability

If any provision or part thereof of this Agreement or any relevant Order becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, then that provision or part thereof shall be deemed to be severed, but the other provisions or part(s) thereof of this Agreement or relevant Order shall continue to remain in full force and effect.

No Waiver

The failure of either party to require the performance of any of the terms of this Agreement and/or a relevant Order or the waiver by either party of any default under this Agreement and/or a relevant Order shall not prevent a subsequent enforcement of such term, nor be deemed a waiver of any subsequent breach. Any waiver shall not be effective unless it is in writing and duly signed by both Parties hereto.

Entire Agreement

This Agreement, the relevant Order, the Policy, the Z.com Pre-Pay Terms and/or any policies or agreements in connection therewith shall constitute an entire agreement between the Parties relating to the subject matter of this Agreement, the relevant Order, the Policy, the Z.com Pre-Pay Terms and/or any policies or agreements in connection therewith, and shall supersede all prior representations, proposals, understandings, communications or agreements, whether written or oral, relating to that subject matter.

Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and such counterpart together shall constitute one and the same instrument. For the purposes hereof, a facsimile copy of this Agreement shall be deemed to be an original. Facsimile and electronic copies of signatures shall have the same effect as originals. If a party elects to sign any relevant Order electronically, the Party expressly acknowledges and agrees that such electronic signature is the legal equivalent of, and has the same force and effect as, a hand-written signature.

Foreign Language Translation of Agreement

For the convenience of its Customers, Z.com may provide a customer with a non-English translation of the Agreement (the "Translated Agreement"). Any such Translated Agreement is for reference purposes only. The Customer acknowledges and agrees that in the event of any inconsistency between the English version of this Agreement and the Translated Agreement, the English version of this Agreement shall take precedence and govern in all instances between the Parties.

  • 4.2. Agreement to be Paramount

    In the event of any inconsistency between the term(s) of this Agreement, a relevant Order, the Policy, the Z.com Pre-Pay Terms and/or any policies or agreements in connection therewith, the term(s) of this Agreement shall take precedence.

Z.com Hosting Service Order

1. Acceptance and Effective Date

This Z.com Hosting Service Order (hereinafter referred to as the “Hosting Order”) is an integral part of the Master Service Agreement (hereinafter referred to as the “Agreement” or “MSA”) and is entered into by and between you, the Customer and GMO-Z.com Pte, Ltd. (“Z.com” or the “Company”).

  • 1.1.

    The terms and conditions of this Hosting Order shall apply to the Z.com Hosting Service (hereinafter referred to as the “Hosting Services”).

  • 1.2.

    This Hosting Order is an “Order” as Defined in the Agreement and is governed by the terms of the Agreement.

  • 1.3.

    The Customer should read this Hosting Order in conjunction with the MSA which can be viewed at the following link:https://cloud.z.com/sg/msa/. By submitting an order for any of the Hosting Services, and/or using any of the Hosting Services, you, the Customer, hereby enter into this Hosting Order and indicate your acceptance to be bound by the terms and conditions of this Hosting Order. Upon your acceptance, you confirm that you have read this Hosting Order, and all terms and conditions of this Hosting Order shall govern your purchase and use of the Hosting Services and all other matters in connection therewith.

  • 1.4.

    This Hosting Order shall be effective from the date of your entry into this Hosting Order in accordance with Clause 1.4 above. It shall be binding upon the parties hereto and their respective successors, legal representatives, permitted assigns and sub-contractors.

2.Definitions

In addition to the following terms defined below, the terms used in this Hosting Order shall have the meanings as set forth in the MSA:

“Bandwidth” means the amount of network space allocated to the Customer, as provided for in the relevant Hosting Package;

  • 2.1.

    “Billing Contact” means a person designated and authorized by a Registrant to be responsible for the financial aspects of a Domain Name, and is listed as the “Billing Contact” in the Registration Information;

    “Detailed Regulations” means all relevant regulations, provisions and rules, which form a cohesive framework and must be read in conjunction with one another, and which taken together, forms a part of the Customer’s obligations and responsibilities with regard to the use of The Hosting Services;

  • 2.2.

    Fee” means the fee to be paid by the Customer in connection with the Hosting Services provided by Z.com, as referred to under Clause 14 and set out in Annex A of this Hosting Order;

    “FTP” means File Transfer Protocol;

  • 2.3.

    “Hosting Package” means the bundle of services and/or products provided to the Customer in consideration for the payment of Fees by the Customer;

    “Service System” means the server, software and program operated by us in relation to the provision of the Hosting Services;

  • 2.4.

    “Supplier” means the provider of the Hosting Services, which, unless determined otherwise in accordance with the terms of the MSA or this Hosting Order, shall be Z.com;

    “Third Party Software” means any software or application developed and/or owned by a third party provider, including but not limited to, Linax®, Microsoft®, cPanel, Magento®, WordPress®, Installatron , that the Company may use in relation to the provision of the Hosting Services from time to time;

    “User Data” means any and all files and/or materials which are posted, updated, uploaded, published, maintained, contained within, displayed, linked and/or transmitted to, from, on or through (as the case may be) the Hosting Services or the Customer’s website;

    “Web Hosting Control Panel” means the software interface provided by the Supplier, which forms part of the Registered User’s Web Hosting Space and provides a range of web hosting functions;

  • 2.5.

    Any reference to ‘include’ or ‘including’ shall be deemed to be followed by ‘without limitation’ or ‘but not limited to’, whether or not they are followed by such phrases or words of like import;

  • 2.6.

    Unless the context otherwise requires, words (including words defined in this Hosting Order) denoting the singular number only shall include the plural and vice versa, words denoting natural persons shall include bodies corporate (except for references to Personal Data), and reference to a particular gender shall include all genders;

  • 2.7.

    The headings to the clauses and paragraphs of this Hosting Order are for convenience only and shall not affect the interpretation or construction of this Hosting Order; and

  • 2.8.

    Unless the context otherwise requires, references herein to "Clause" or "Clauses" are references to the clause or clauses of this Hosting Order.

3.Provision of Hosting Services

The Hosting Services provided to you under this Hosting Order include:
Shared Web Hosting service;
Virtual Private Server Hosting service;
WordPress Hosting service ;
The provision of Third Party Software;
The provision of private IP address(es); and

all other services ancillary or relating to the services described in paragraphs (a) to (e) above.

The specific terms and conditions of each of the Hosting Services are set out in the link below: https://cloud.z.com/sg/login/

Exclusions from Hosting Services

The following items are specifically excluded from the Hosting Services:

the registration of Domain names, which are provided for under the Domain name registration Service Order, and for which separate fees are chargeable;

  • (a)

    the provision of advice or support to any users of the Hosting Services that do not possess an account registered with the Company in accordance with Clause 6 of the MSA (“Unregistered Users”);

  • (b)

    the provision of advice or support in response to enquiries deemed by the Company to be invalid or irrelevant; and

Any access by the Supplier to the Customer’s Web space via FTP or other electronic means, unless agreed to in writing between the Company and a Customer possessing an account registered with the Company in accordance with Clause 6 of the MSA (“Registered User”).

Customer’s Responsibilities

Each Customer hereby warrants, covenants, represents and undertakes not to use the Hosting Services and/or display or allow to be displayed any material on the Customer’s web space which:

breaches, contravenes, infringes or violates any applicable laws, regulations, rules, orders or notices;

breaches, contravenes, infringes or violates any rights of Z.com or any third party, whether in law, equity or otherwise, including but not limited to intellectual property rights;
Are defamatory, slanderous or libelous;
Are harassing, threatening or promotes hate speech;
Are discriminatory based on gender, race, age, nationality and/or religion;

violates or contravenes the MSA, any Order, the Z.com Pre-Pay Terms or the Policy (as defined in the MSA) or any other such policy posted on Z.com’s website; or

contains viruses, malware, malicious code and/or any other computer programming defects which result or may result in damage to Z.com or any third party.

  • 3.1.

    Each Customer hereby warrants, covenants, represents and undertakes that the Customer:

    shall only utilize the Bandwidth allocated in accordance with the relevant Hosting Package;

    shall, in connection with the Hosting Services, only use third party software to which the Customer owns or has a valid and existing licence;

    shall be solely responsible for ensuring that all User Data is properly backed-up using the Back-up facility provided via the Web Hosting Control Panel (the “Back-Up Facility”);

    • (a)

      shall be and remain solely responsible and liable for all duties, responsibilities and liabilities (whether contractual, legal, fiduciary or otherwise) related to or arising out of the Customer’s User Data and/or the use of the Hosting Services; and

    shall not use the Hosting Services in anyway deemed by Z.com, in its sole discretion, to be disruptive, including but not limited to:

    interfering, disrupting or attempting to gain unauthorised access to any computer system, network or account; and

    affecting in anyway the provision of the Hosting Services by Z.com, or the operation of the Service System.

    Each Customer further warrants, covenants, represents and undertakes that the Customer Will not post, update, upload, publish, maintain, display, link and/or transmit to, from, on or through (as the case may be) any of the following content:
    Image hosting scripts that allow an anonymous Internet user to upload an image for display on another website (similar to Photobucket or Tinypic);
    Banner ad services for display on other websites or devices (commercial banner ad rotation);
    File dump or mirror scripts that allow an anonymous Internet user to upload a file for other Internet users to download (similar to rapidshare);
    Commercial audio streaming (comprising of more than one audio stream);
    Push button mail scripts that allow an Internet user to specify recipient email addresses;
    Anonymous or bulk SMS gateways;
    Backups of content or data contained within another computing device or website;
    Bittorrent trackers; or

    any other script that, in the sole discretion of Z.com, causes a degradation in the performance of our Service System.

Compliance with Laws and Regulations

he Customer hereby warrants, represents and agrees that it is in compliance with the Detailed Regulations and all applicable Laws, regulations, government rules or requirements, notices, court orders and/or requests of law enforcement.

Z.com reserves the right to amend and/or vary the Detailed Regulations set out under Clause 2.3.
In the event of any inconsistency between this Hosting Order and the Detailed Regulations, the terms of the Detailed Regulations shall, to the extent of the inconsistency, take precedence over the terms of this Hosting Order.

Service Registration Information

Each Customer agrees to provide the Supplier with the following information in connection with the registration for and provision of the Hosting Services (the “Service Registration Information”):

  • (a)

    Customer’s name;

  • (b)

    Name of the Corporation or Organization with which the Customer is associated; and

  • (c)

    the following contact details:

address; 20 Anson Road, #09-02 Twenty Anson, Singapore 079912
e-mail address. info@sg.cloud.z.com

Each Customer hereby irrevocably waives any and all claims and causes of action that the Customer may have, arising from the disclosure and/or use of the Service registration information

4.Registration on behalf of and use of Hosting Services by a third party

  • 4.1.

    If the Customer is registering or placing an order for the Hosting Services for and on behalf of a third party, the Customer shall procure that the third party has given prior written consent to the Customer to act on behalf of such third party, and has read and agreed to be bound by this Hosting Order, the MSA and all other related agreements and/or terms and conditions (the “Relevant Terms”).

  • 4.2.

    In the event that a Customer permits a third party to use the Hosting Services and/or his/her web space, that Customer shall be wholly responsible and liable for all acts carried out by such third party in connection therewith, including but not limited to any breaches of the Relevant Terms.

5.Personal Data

Each Customer hereby affirmatively agrees, consents to and authorizes the retrieval, collection, use, disclosure and/or retention, by and on behalf of the Company, of any Personal Data (as defined by the MSA) in accordance with this Hosting Order and the Policy as set out at the link below, and as may be amended from time to time: https://cloud.z.com/sg/privacy/

  • 5.1.

    In addition to Clause 9.1 above, a Customer may agree, consent to or authorise the collection, use, disclosure and/or retention of his/her Personal Data by the Company for any purpose(s) as requested by the Company, by any form of writing or by the acceptance by the Customer of this Hosting Order, any other relevant Order, the MSA or any other agreement and/or terms and conditions of the Company which refer to such consent or authority.

  • 5.2.

    Each Customer hereby affirmatively agrees, consents to and authorizes the disclosure of his/her Personal Data to third party agents of the Company (including the transfer out of Singapore if so required), in accordance with the Policy.

  • 5.3.

    The consent given by each Customer in accordance with this Hosting Order shall also constitute consent of the Customer for the purposes of the Spam Control Act (Cap 311A) or any other applicable legislation

  • 5.4.

    Each Customer hereby further consents to the sending of SMS notifications by the Company and/or other forms of contact in connection with the provision of the Hosting Services, subject to the Do Not Call Registry provisions under Part IX of the Personal Data Protection Act 2012 (No. 26 of 2012).

  • 5.5.

    A Customer may, in accordance with the Policy, withdraw consent given under this Hosting Order.

Term

This Hosting Order shall commence on the date of a Customer’s entry into this Hosting Order in accordance with Clause 1.4 and, unless terminated in accordance with Clause 11 below, shall remain in full force and effect until the expiry of the period stated in the Hosting Package to which that Customer has subscribed (or the longest of such periods if the Customer has signed up to more than one (1) Hosting Package).

Termination and Suspension

The Customer may terminate this Hosting Order without any reason upon 90 days prior written notice to Z.com. Z.com may, in its sole discretion, suspend, modify or cancel this Hosting Order and/or remove the Customer’s User Data from the Service System without notice, if;

the Customer fails to comply with any term of the MSA, this Hosting Order, the Detailed Regulations or any other applicable rules or laws;

the Customer’s use of the Hosting Services causes or is likely to cause harm to Z.com, any related corporations of Z.com and/or any third parties, or violates or is likely to violate any applicable laws;

in Z.com’s sole discretion, the Customer’s use of the Hosting Services affects or is likely to affect the stability of the Service System;

  • (a)

    The Customer breaches, contravenes, infringes or violates any rights of Z.com or any third party, whether in law, equity or otherwise, including but not limited to intellectual property rights;

the Hosting Services violates or is likely to violate any laws, Internet conventions and any other regulations pertaining to corporations engaged in the Internet business or Internet users on a voluntary basis; Z.com is required to do so in order to comply with any applicable laws, regulations, government rules or requirements, notices, court orders or requests of law enforcement; or Any dispute arises between any thirdparty, the Customer and/or Z.com, in connection with the use of the Hosting Services by the Customer or the provision of the Hosting Services by Z.com.

Effect of Termination

In the event of termination of this Hosting Order, Z.com reserves the right to delete the Customer’s User Data immediately.

The Termination of this Hosting Order for any reason whatsoever shall not affect the rights and obligations of Z.com or the Customer arising prior to such termination. Clauses 5, 6, 7, 8, 9, 12, 13, 14, 15, 16, 17 and 18 shall survive termination of this Order.

Third Party Software

Z.com may, in its sole discretion, grant the Customer a right to use any of the Third Party Software as part of the Hosting Services, subject to this Hosting Order, the Detailed Regulations, and the policies of the provider and/or supplier of such Third Party Software. The Customer hereby warrants, represents and undertakes not to disassemble, alter, modify and/or reverse engineer the ThirdParty Software.

Each Customer hereby consents, acknowledges and agrees that:

the Customer shall take such steps in relation to the Third Party Software as directed by Z.com; Z.com may disclose the Customer’s personal Data to providers and/or suppliers of the ThirdParty Software (including but not limited to any third parties), in accordance with the Policy, and for the purposes of providing the Third Party Software; and

each provider and/or supplier of the third Party Software makes no representations or warranties about any of the ThirdParty Software, and expressly disclaims any liability arising from the Customer’s use of the ThirdParty Software. Z.com reserves the right to provide, modify, suspend or terminate any of the Third Party Software and/or the use of such Third Party Software at any time.

Fees

In consideration for the provision of the Hosting Services, the Customer shall pay Z.com, within three (3) Business Days of submitting an order for and/or subscribing to the Hosting Services, the relevant Fee set forth in the Fee Table attached hereto as Annex A, as amended from time to time.
Z.com shall not be bound to provide any Hosting Services until the relevant Fee is paid.
All fees must be paid in advance and are non-refundable, in whole or in part, even if the provision of Hosting Services is suspended or terminated.

  • 5.6.

    All payments by a Customer must be made by one of the means of payment stipulated by Z.com in the relevant form pertaining to the application for or renewal of the Hosting Services (as the case may be).

    Each Customer shall ensure that the Billing Contact information is accurate, correct and up to date. The Customer shall bear all charges incurred by Z.com howsoever arising from a failure to ensure the accuracy, correctness and contemporaneousness of such Billing Contact information

Intellectual Property

Z.com, its suppliers, third-party agents and/or licensees, shall own all rights, title to and interest in and to the Service System, as well as all patents, trademarks, trade names, service marks, copyrights, trade secrets, proprietary information and all other forms of intellectual property arising from or related to the Hosting Services in anyway whatsoever.

Dispute Policy

The Customer agrees to be bound by the dispute resolution process as set out under Clause 23 of the MSA.

Disclaimer and limitation of liability
IN NO EVENT SHALL Z.COM, Z.COM’S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR ANY THIRD PARTY SERVICE PROVIDERS, BE LIABLE TO THE CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHICH IS/ARE SUFFERED OR INCURRED IN CONNECTION WITH OR RELATING TO THIS HOSTING ORDER OR OTHERWISE ARISING OUT OF THE RELATIONSHIP BETWEEN THE CUSTOMER AND Z.COM, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE PRINCIPLE, AND WHETHER OR NOT Z.COM WAS AWARE R SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
THE CUSTOMER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, TO THE EXTENT PERMITTED BY ANY APPLICABLE LAWS, Z.COM’s TOTAL AGGREGATE LIABILITY TO THE CUSTOMER FOR ANY AND ALL LOSS IS LIMITED TO THE FEES (LESS ANY TAXES) PAID TO Z.COM BY THE CUSTOMER UNDER THIS HOSTING ORDER IN THE 12 MONTHS PRIOR TO THE LOSS OCCURRING (LESS ANY OTHER CLAIMS PAID BY Z.COM IN CONNECTION WITH OR RELATING TO THIS HOSTING ORDER IN THAT PERIOD.)
Z.COM, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD PARTY SERVICE PROVIDERS, DO NOT MAKE ANY WARRANTIES AND/OR REPRESENTATIONS REGARDING THE AVAILABILITY, EFFICACY, OR TIMELINESS OF THE HOSTING SERVICES OR THE BACK-UP FACILITY, AND SHALL NOT BE LIABLE FOR ANY LOSS OF USER DATA.

6.Indemnification

  • 6.1.

    Each Customer shall, at its own expense, protect, defend, indemnify and hold harmless Z.com and its officers, employees, directors, agents, affiliates, subsidiaries, successors and assigns from and against any and all claims, demands, damages, liabilities, losses, government fines, costs and expenses (including, without limitation, reasonable attorney's fees and litigation expenses) arising in anyway whatsoever out of the use of the Hosting Services, including but not limited to any dispute between the Customer and any third party.

Modification

  • 6.2.

    Z.com may, in its sole and absolute discretion, change or modify this Hosting Order, the Detailed Regulations and/or any policies or agreements in connection therewith (the “Regulations”), at any time, and such changes or modifications shall be effective immediately upon posting to Z.com’s website or upon notice to the Customer.

  • 6.3.

    The Customer’s use or continued used of the Hosting Services after such changes or modifications have been made to any of the Regulations shall constitute the Customer’s acceptance of the Regulations with all such change(s) or modification(s) made.

    If at anytime the Customer does not agree to be bound or continue to be bound by any of the Regulations with such change(s) or modification(s) made, the Customer shall cease the use of the Hosting Services immediately.

Contact with Z.com

all contact with the Supplier in the first instance shall only be made via live leap, the Helpdesk or e-mail to :info@sg.cloud.z.com

Annex A: Fee Table
At the following link: https://cloud.z.com/sg/

Z.com SSL Service Order

This Z.com SSL Service Order (hereinafter, “Order”) is provided by an integral part of the Master Service Agreement (hereinafter, “MSA”). The following terms and conditions shall apply to the Z.com SSL Service (hereinafter, “Service”) including but not limited to digital certification issuance, renewal, or revoke. This Order means the basic regulations on SSL usage for users, as defined in the MSA. The Applicant and Subscriber should read this Order in conjunction with the MSA which can be viewed at: https://cloud.z.com/sg/terms/ By receiving the Service, the Applicant and Subscriber shall be deemed to have agreed on this Order rules and to be bound by it.

1. Definitions

Unless otherwise defined in MSA, the following terms used in this Order shall have the meanings as described herein.

  • (1)

    Applicant: The natural person or legal entity that applies for (or seeks renewal of) digital certificate (hereinafter, “Certificate”). Once the Certificate issues, the Applicant is referred to as the Subscriber.

  • (2)

    Certification Authority ("CA"): An organization that is responsible for the creation, issuance, revocation, and management of Certificates. The term applies equally to both Roots CAs and Subordinate CAs. This CA is managed by GlobalSign or an entity which is certified by GlobalSign to issue the Certificate to the “Subject”. GlobalSign is Applicant’s CA hereunder.

  • (3)

    Detailed Regulations: Any regulations, provisions, rules as described below, which the applicant and subscriber should read and follow with respect to each SSL Service.

    GlobalSign Terms and conditions, and Policies on Repository:
    https://www.globalsign.com/en/repository/

    • (1) GlobalSign Subscriber Agreement
    • (2)Revocation Request
    • (3)Warranty Policy
    • (4)Privacy Policy
    • (5)Terms of Payment
    • (6)Refund & Cancellation Policy
    • (7)GlobalSign Logo Usage Guidelines And;
    • (8)Other related Regulations to be applied as the case maybe
  • (4)

    GlobalSign: Company’s name of GMO GlobalSign whose main office is located in Tokyo, Japan, and who is the original issuer of the Certificate and CA owner.

  • (5)

    Z.com: Short name of the company of “GMO-Z.com SG Pte. Ltd.” incorporated under the laws of Republic of Singapore which is a reseller of GlobalSign in terms of Certificate. And it also means the Brand name of its business herein.

  • (6)

    SSL: Short term of “Secure Socket Layer” meaning the protocol which enables data encryption on computer network communication. However herein, in the narrow sense, it means “SSL digital certificate for servers” which is an electronic authentication system utilizing this SSL technology. Digital certificate means by which consumers and businesses can utilize the security applications of PKI technology which enables secure e-commerce and Internet communication.

  • (7)

    Subscriber: The natural person or Legal Entity to whom a SSL is issued and who is legally bound by MSA and this Order rules. And it is the same meaning with “user” or “customer” of SSL service in the terms of MSA.

  • (8)

    Z.com SSL Services: Services of providing the Certificate to Subscribers to utilize it for their data origin authentication.

2. Terms and conditions

  • 2.1

    MSA and this Order
    The Applicant and Subscriber should read this Order in conjunction with the MSA which can be viewed at: https://cloud.z.com/sg/terms/ By registering for the Services, Subscriber is ought to acknowledge terms and conditions, and to agree to be bound by those provisions. And in addition, Subscriber shall be bound by Detailed Regulations.

  • 2.2

    Usage condition
    Other than the rule in 2.1, when Subscriber starts to use the Services, this Subscriber shall be deemed to accept all the terms and conditions of MSA, this Order and Detailed Regulations.

3. Z.com distribution

  • 3.1

    Z.com distribution
    Z.com has been granted the right to distribute the Certificate by GlobalSign to Subscriber and to sales partners.

  • 3.2

    Advance payment
    After acceptance of payment of applicable fees from Applicant, Z.com or a third party provider designated by Z.com shall provide the SSL services herein.

  • 3.3

    Priority on GlobalSign Subscriber Agreement
    In the event of any inconsistency between this Order and GlobalSign Subscriber Agreement, the terms of GlobalSign Subscriber Agreement shall prevail over the terms of this Order, to the extent of the inconsistency.

4. Compliance with regulations

  • 4.1

    Compliance
    Subscriber agrees to use the Services in accordance with applicable laws, other than Detailed Regulations.

  • 4.2

    Additional Regulations
    Z.com reserves the right to impose Additional Detailed Regulations applying to Subscriber.

  • 4.3

    Priority on Detailed Regulations
    In the event of any inconsistency between this Order and Detailed Regulations, the terms of Detailed Regulations shall prevail over the terms of this Order, to the extent of the inconsistency.

5. Personal Information

  • 5.1

    Subscriber agree that Z.com and GlobalSign shall handle Subscriber’s personal information in accordance with laws, and Z.com may provide Subscriber’s personal information to GlobalSign for the purpose of providing Services to Subscriber.

  • 5.2

    Z.com will not process any data about any identification of natural person that Z.com obtains from Subscriber in a way incompatible with the purpose and limitations described in this Agreement.

6. Fees and Services

  • 6.1

    Z.com defines the “Fee table” of each service on web-site separately.

  • 6.2

    Subscriber’s application will not be provided until Z.com receives actual payment of the service fee. If Z.com does begin the service prior to payment of the serviced fee, Z.com reserves the right to cancel that registration or restrict use of the SSL service until payment has been received.

  • 6.3

    Z.com defines each service on web-site separately.

7. Term

This Order shall commence on the date of the creation of Subscriber’s account of Z.com. It shall remain in full force during the length of the term of Subscriber’s usage as selected. When Subscriber choose to renew or otherwise lengthen the term of Subscriber’s service, then the term of this service shall be extended accordingly.

8. Subscriber’s Representations and Warranties

Subscriber covenants that:

  • (a)

    Subscriber shall comply with this Order, Detailed Regulations and other applicable rules and laws, including those concerning trademarks and other types of intellectual property rights, as these may now exist or be revised from time to time.

  • (b)

    Subscriber shall not use the Services in any way which violates or may violate a right of GlobalSign, Z.com or any third party.

9. Termination and Suspension

Z.com may, in its sole discretion, suspend, lock, modify, cancel or transfer the Domain Name and/or terminate this Order without notice, if;

  • (a)

    Subscriber fails to comply with any term of this Order, Detailed Regulations or other applicable rules and Laws;

  • (b)

    Subscriber’s use of the Service causes immediate harm to the public interest or Z.com, or violates applicable Laws;

  • (c)

    Subscriber’s use of the Service is found to constitute an infringement or other violation of a third party’s rights; or

  • (d)

    The Service violates any laws, the CA/Browser Forum Baseline Requirements, or guidelines.

10. Effect of Termination

Termination of this Order for any reason does not affect the rights and obligations of either party arising prior to termination. The following articles shall survive termination of this Order.

  • - 4. Compliance with laws -5. Personal Information - 6. Fees
    - 11. Limited Warranty

11. Limited Warranty

  • 11.1

    To the extent permitted by law, and except as otherwise provided herein, Globalsign disclaims all warranties including any warranty of merchantability and /or fitness for a particular purpose.

  • 11.2

    Z.com’s liability to the Subscriber shall be according to Warranty Policy of GlobalSign.

    *Warranty Policy
    https://www.globalsign.com/en/repository/globalsign-warranty-policy.pdf

  • 11.3

    Otherwise, the warranty of the Service shall be according to the said article of GlobalSign Subscriber Agreement.

12. Modification

Z.com may, in its sole and absolute discretion, change or modify this Order, Detailed Regulations and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to our web-site or upon notice. Subscriber’s use of the Services after such changes or modifications have been made shall constitute Subscriber’s acceptance of this Order as last revision.

13. Contact with Z.com

Customer acknowledges and recognizes that all contact with Z.com in the first instance should be made via our support telephone number, of 093-011-0500.

Z.com Pre-Pay Terms and Conditions

Article 1 (Application)

  1. Z.com Pre-Pay Terms and Conditions (hereinafter referred to as the "terms") are special provisions set forth by GMO-Z.com Pte., Ltd. (Hereinafter referred to as the "company") in connection with the Z.com Master Service Agreement (hereinafter referred to as the "MSA"). The Terms apply to members (as defined below) who use the Z.com Pre-Pay stored value service.
  2. These terms shall be construed as part of the MSA and be binding on all Members. In the event that any of these terms are inconsistent with or infringe upon the MSA, these terms shall take precedence with regards to all matters pertaining to or arising out of the use of Z.com Pre-Pay by the Member and/or the provision of the Z.com Pre-Pay service by the Company.

Article 2 (Definition of Terminologies)

In addition to the following definitions, The terminologies used in these Terms shall have the meanings as set forth in the MSA:

  • 1.The "Control Panel" is provided by the Company to Members for use with this service. It is an administrative tool containing information on the Member, and such other information as may be prescribed by the Company;

"Member or "member" means a registered user of the Account as referred to under Clause 6 of the MSA, and any other persons authorized by the registered user to operate the Account;

  • 2."Member Data" means, in relation to a Member, all Personal Data of the Member obtained by the Company in anyway, including but not limited to such Personal Data of the Member obtained as a result of or in connection with the Member's setting up of an account in accordance with Clause 6 of the MSA and/or the Member's use of the Z.com Pre-Pay stored value service.
  • 3."Order" means the Z.com Domain Name Registration Service Order; the Z.com Hosting Service Order; or any other relevant Orders of the Company;
  • 4."Personal Data" means any data, whether true or otherwise, about an individual (being a natural person, whether living or deceased) who can be identified:
    • (a)from that data; or
    • (b)from that data and other information to which the Company has or is likely to have access;
  • 5."Policy" means the Z.com Data Protection Policy set out at the link below, as may be amended and/or updated from time to time;
    https://cloud.z.com/sg/privacy/
  • 6."Z.com Account" means the account held by the Member with the Company, into which funds can be transferred and maintained; and

"Z.com Pre-Pay" is a prepaid payment method issued by the company. It may only be used for the payment of fees for Domain Registration Services, Hosting Services, Cloud services, SSL services, or other related or incidental services provided under the name "Z.com" (collectively known as "Z.com Services").

  • 7.Any reference to 'include' or 'including' shall be deemed to be followed by 'without limitation' or 'but not limited to', whether or not they are followed by such phrases or words of like import.
  • 8.Unless the context otherwise requires, words (including words defined in these Terms) denoting the singular number only shall include the plural and vice versa, words denoting natural persons shall include bodies corporate (except for references to Personal Data), and reference to a particular gender shall include all genders.
  • 9.The headings in these Terms are for convenience only and shall not affect the construction of any provision in these Terms.

Article 3 (Z.com Pre-Pay Stored Value Service)

  1. Members can add up to 2,500 SGD to their Z.com Account at the time of initial purchase.
  2. The maximum balance amount that can be held in the Z.com Account at any time shall be 4,999SGD (or such other amount as the Company may determine in its discretion from time to time).
  3. the company may subject specific members to separate determinations of maximum balance amounts or maximum transaction values when using the Z.com Pre-Pay service.
  4. A minor under the age of 18 who wishes to use Z.com Pre-Pay must:
  5. Have an account registered under the name of his/her parent or guardian in accordance with Clause 6.2 of the MSA; and
  6. Have his/her parent enter into the relevant transaction for the use of Z.com Pre-Pay or be authorised in writing by his/her parent to enter into the relevant transaction for the use of Z.com Pre-Pay
  7. Each parent or guardian (as the case may be) shall be liable for all transactions entered into in pursuance of paragraph 4 of this article and shall be bound by these Terms as a Member.
  8. Members must use a method of transfer approved by the company to transfer funds into the Z.com Account. The member is responsible for any transfer fees or other costs relating to the funds transfer.
  9. The Company shall not be responsible for, and shall bear no obligations and/or liabilities whatsoever for any disputes that may arise between the member and/or third parties.

Article 4 (Using Z.com Pre-Pay)

  1. If Z.com Pre-Pay is used as a payment method for fees pertaining to Z.com Services ("Usage Fees"), the amount equivalent to the Usage Fees will be deducted from the Z.com Account balance on the due date of the Usage Fees.
  2. The Company is entitled to assume that any such use of Z.com Pre-Pay is carried out by, or has been authorised by the registered member and is not liable for any losses whatsoever arising out of or connected with the unauthorised use of Z.com Pre-Pay.
  3. Each Member is solely responsible for ensuring that each transaction carried out through the Z.com Account is correct and accurate, and the Company is not obliged to verify the adequacy, accuracy or completeness of any such transaction.
  4. The Company shall not be liable in anyway whatsoever for any damages or losses suffered by a member or any third party in the event that, inter alia, sums deducted from the Z.com Account balance in connection with any unauthorised, mistaken, wrongful and/or incorrect use of Z.com Pre-Pay is not refunded, or the deduction of such sums is not cancelled. However, the Company may, at its sole discretion, refund to a member any such sums deducted from that Member's Z.com Account.
  5. If a member has an insufficient balance in the Z.com Account to make the relevant payment for the Usage Fees (the "Payment"), that member must, by midnight on the day the Payment is due, switch to another means of payment in accordance with the provisions of the MSA or the relevant Order, or top-up his Z.com Account in an amount equal to or exceeding the difference between the balance in the Z.com Account and the value of the Payment PROVIDED THAT the Company may, in its sole discretion, deduct the entire balance of the Z.com Account in satisfaction of the Payment, without prejudice to the right of the company to enforce the payment of any remaining sum.
  6. If a member does not comply with paragraph 5 of this article set out above, the company can take such measures in addition to the provisions of Article 9 as it deems appropriate, including but not limited to suspending the use of the Z.com Pre-Pay service. In addition, if the member fails to comply with the directions of the company by the date specified therein, the Company may at its sole discretion terminate the membership. The company does not assume any responsibility for any resulting damage to the member or a third party by taking these measures and such measures shall be in addition to and not in derogation of the Company's rights in law and equity.
  7. For the avoidance of doubt, the Company shall not be liable in anyway whatsoever for any losses or damages that a member or any third party may suffer due to and/or connected with the use of Z.com Pre-Pay, whether such use was authorised or unauthorised.

Article 5 (Erroneous Transactions relating to the Z.com Account)

The Company shall be entitled, without prior notice to the Member and any time, to deduct from the Z.com Account such amounts that have been wrongly credited into the Z.com Account, and/or reverse any transaction concerning the Z.com Account that has been made in error, whether due to technical faults or otherwise.

Article 6 (Interest and Set-Off)

  1. Members will not receive interest or other earnings on the amounts in their Z.com Accounts. The Company may receive interest on amounts that the Company holds on behalf of its Members. Members agree to assign their rights to the Company for any interest derived from their funds.
  2. The Company may set-off any sums due from a Member with any funds that the Member subsequently adds or receives into the Z.com Account.

Article 7 (Z.com Pre-Pay Balance Confirmation)

The balance in the Z.com Account can be checked through the control panel.

Article 8 (Expiration Date)

  1. A member's Z.com Account shall expire two years after the member stops using all Z.com Services.
  2. Notwithstanding paragraph 1 of this article and subject to a member's right to request for a refund under Article 11, if a member unsubscribes or loses his/her membership for reasons attributable to the member, all unused balance on the member's Z.com Account shall be forfeited. The company does not assume any responsibility for any resulting damages or losses caused to a member or a third party by the forfeiture of the balance.

Article 9 (Usage Restrictions)

  1. The Company may, in its sole discretion, stop and revoke the use of Z.com Pre-Pay:
    If a member violates any term of the MSA, the Orders or these terms; offer any other reason deemed by the Company to be substantial
  2. The company is not liable for any losses or damages suffered by a member of third party as a result of the cessation and/or revocation of the use of Z.com Pre-Pay.

Article 10 (Prohibition of Transfers)

  1. Members shall not transfer, loan, assign, sell, create any Encumbrance over or dispose of their Z.com Account (in any way) to third parties or other members.
  2. "Encumbrance" includes any mmortgage, assignment of receivables, debenture, lien, charge, pledge, adverse claim, right to acquire, security arrangement, security interest and any other encumbrance whatsoever.

Article 11 (Refunds)

  1. No refunds or cash withdrawals shall be made from any Z.com Account, unless in accordance with the terms set out in this Article 11.
  2. The Company may issue a refund of the balance in the Z.com Account in the event of any of the following:
    • If the whole or a part of the Z.com Pre-Pay service is terminated (unless due to company split, transfer, or mergers whereby the duties and responsibilities of the Company as a holder of the Z.com Pre-Pay stored value service has been assumed by another entity or corporation); or
    • If the Company determines that the use of Z.com Pre-Pay has become extremely difficult due to membership limitations
  3. A Member may submit a request for a refund of the unused balance in the Z.com Account, in such manner and form as may be required by the Company from time to time. The refund is subject to such administrative fees as may be prescribed by the Company from time to time, and the Company is entitled to deduct the applicable administrative fee from the balance in the Z.com Account before any refund of the remainder is made.
  4. The Company may issue a refund in pursuance of a request made in accordance with paragraph 3 of this Article if the request is so determined by the Company to be legitimate, reasonable and in accordance with the Company's refund policy.
  5. Notwithstanding the foregoing, the Company may issue a refund of the balance in the Z.com Account if so required by the laws relating to payment settlement or other relevant laws and regulations.

Article 12 (Invalidation)

The Company shall terminate all use of Z.com Pre-Pay and forfeit the balance in the Member's Z.com Account if the Member:
procures the use of Z.com Pre-Pay or the balance in the Z.com Account through unauthorised or improper means;

  • (a)commits an act of forgery;
  • (b)commits an unauthorised alteration of the balance in the Z.com Account; or
  • (c)commits a material breach of these Terms

Article 13 (Force Majeure)

  1. If the Company is prevented in the performance of any of its obligations under these Terms by reason of any Force Majeure event (as defined below), then performance of such obligation shall be excused for the period of the delay and the period of the performance of any such obligation shall be extended for a period equivalent to the period of such delay.
  2. Force Majeure event includes:
    • an occurrence, or a likely occurrence of any event or circumstance that is beyond the reasonable control of the company, including but not limited to an act of God, fire, flood, natural disasters, strikes, lock-outs, or other labor troubles, riots, insurrection, war, epidemics, radioactive contamination, large-scale pollution or other reason of like nature;
    • an occurrence of network failure or system downtime due to construction or maintenance carried out on telecommunications equipment, or any other reason that cannot be reasonably avoided by the Company; or
    • a change in the applicable laws and regulations (including, but not limited to, fund transfer methods) that have a bearing on any of these Terms
  3. In addition, the Company shall have the right to, without prior notice, suspend or cancel an issuance or use of Z.com Pre-Pay, or the transfer of funds into a Z.com Account on the occurrence of any Force Majeure event.
  4. The company shall not be liable in any way for any resulting losses or damage to members or third parties arising out of or connected with the measures taken in accordance with Articles 12 or 13.

Article 14 (Discontinuation)

For the avoidance of doubt, the Company is entitled, in its sole discretion, to discontinue the use of all or parts of Z.com Pre-Pay.

  1. The Company shall not be liable for any losses or damages suffered by a Member or any third party as a result of such discontinuation.

Article 15 (Indemnity)

  1. Each Member shall indemnify, defend and hold harmless the Company and each of the Company's directors, officers and employees (the "Indemnified Parties"), from and against any all losses, liabilities, costs (including legal costs incurred in defending any such actions, claims or proceedings), damages, claims, expenses, actions and proceedings, which may be brought against any Indemnified Party by any person or which any Indemnified Party may sustain, incur or suffer, as the case may be, arising from or in connection with:
    • (a)the Member's use of Z.com Pre-Pay; and/or
    • (b)the Member's breach of any of these Terms
  2. Each Member's obligations under paragraph 1 of this Article shall survive any termination of the provision of Z.com Pre-Pay services and/or the use of the Z.com Account. The Company reserves the right to defend and control any claim, demand or action, subject to indemnification by the Member, in which event the Member shall cooperate with the Company in asserting any available defenses.

Article 16 (Limitation of liability)

The Company is not responsible in anyway whatsoever for any losses, damages, claims, liabilities or expenses, whether direct, indirect, or consequential, that may occur to any Member or any other third party in respect of any matter of whatever nature and howsoever arising (whether in contract, tort, negligence, equity or otherwise) in connection with the provision of the Z.com Pre-Pay service or any transaction carried out on the Z.com Account, whether such transaction was authorised or unauthorised.

Article 17 (General disclaimer)

  1. The Company expressly excludes any representation, warranty, guarantee, condition, term or undertaking of any kind, whether express or implied, including but not limited to the correctness, completeness, accuracy, merchantability or fitness for any particular purpose, arising out of or relating to the use of Z.com Pre-Pay.
  2. The Company does not represent or warrant that:
    • (a)access to and/or use of the Z.com Pre-Pay service and/or Z.com Account will be uninterrupted, secure, timely or error-free;
    • (b)the Z.com Pre-Pay service and/or the Z.com Account will always be accessible, available or function with any other system to any other extent; or
    • (c)Z.com Pre-Pay service will meet each Member's requirements.

Article 18 (Personal Data)

  1. Each Member hereby affirmatively agrees, consents to and authorises the retrieval, collection, use, disclosure and retention, by and on behalf of the Company, of any Member Data in accordance with these Terms and the Policy.
  2. In addition to paragraph 1 of this Article, a Member may agree, consent or authorise the collection, use, disclosure and/or retention of Member Data by the Company for any purpose(s) as requested by the Company, by any form of writing or by the acceptance by the Member of any relevant Agreement, Order, or terms and conditions which refer to such consent or authority.
  3. Each Member hereby affirmatively agrees, consents to and authorises the disclosure of Member Data to third party agents of the Company (including the transfer out of Singapore if so required), in accordance with the Policy.
  4. Each Member hereby represents, warrants and undertakes to the Company that in the event that any Personal Data of a third-party is provided to the Company, the Member has obtained the expressed, written consent of such third-party to the retrieval, collection, use, disclosure and retention by and on behalf of the Company, of such Personal Data of the third-party in accordance with these Terms and the Policy.
  5. The consent given by each Member in accordance with these Terms shall also constitute consent of the Member for the purposes of the Spam Control Act (Cap 311A) or any other applicable legislation.
  6. Each Member hereby further consents to the sending of SMS notifications by the Company and/or other forms of contact in connection with the provision of the Z.com Pre-Pay service or any other service provided by the Company, subject to the Do Not Call Registry provisions under Part IX of the Personal Data Protection Act 2012 (No. 26 of 2012).
  7. A Member may, in accordance with the Policy, withdraw consent given under these Terms.

Article 19 (Governing law and Dispute Resolution)

These Terms shall be governed in accordance with the laws of the Republic of Singapore. Parties hereby submit to the exclusive jurisdiction of the courts of the Republic of Singapore, in relation to any action to recover damages or other relief for breach or default under these Terms, to enforce any provisions of these Terms, to resolve any disputes arising out of these Terms or otherwise arising under or by reason of these Terms.

Article 20 (Severability)

If any provision of these Terms is held to be invalid, unenforceable or illegal, in whole or in part, that provision or part shall, to that extent be deemed severed and shall not affect the enforceability of any other part of these Terms, which shall continue to be valid and enforceable to the fullest extent permitted by law.

Article 21 (Commencement)

This agreement shall be in effect from October 6st, 2015.

Z.com MyStoreApp Service Order

This Z.com MyStoreApp Service Order (including Appendix. hereinafter referred to as the “MyStoreApp Order”) is an integral part of the Master Service Agreement (hereinafter referred to as the “Agreement” or “MSA”) and is entered into by and between you, the Customer and GMO-Z.com Pte, Ltd. (“Z.com” or the “Company”).

The Customer should read this MyStoreApp Order in conjunction with the MSA which can be viewed at the following link: https://cloud.z.com/sg/terms/

By submitting an Order for any of the MyStoreApp Services, and/or using any of the MyStoreApp Services, you, the Customer, hereby enter into this MyStoreApp Order and indicate your acceptance to be bound by the terms and conditions of this MyStoreApp Order. Upon your acceptance, you confirm that you have read this MyStoreApp Order, and all terms and conditions of this MyStoreApp Order shall govern your purchase and use of the MyStoreApp Services and all other matters in connection therewith. This MyStoreApp Order shall be effective from the date of your entry into this MyStoreApp Order. It shall be binding upon the parties hereto and their respective successors, legal representatives, permitted assigns and sub-contractors.

1. Definitions

In addition to the following terms defined below, the terms used in this MyStoreApp Order shall have the meanings as set forth in the MSA:

  • “Service System” means the server, software and program operated by us in relation to the provision of the MyStoreApp Services.

  • “Apps” means the complete suite of software for the smart phone program, more specifically described in the Fixed Specification.

  • “Fixed Specification” means the document describing the functional and technical requirements for the Apps as further developed and agreed.

  • “Management Tool” means the software provided by the Company, together with any upgrades, error corrections, modifications, or enhancements developed by the Company and made generally available to the Customer. The details of Management Tool is set out in the link below: https://storeapp.z.com/sg/

2. Provision of MyStoreApp Service

  • 2.1

    During the term of this Order, the Company shall provide the Customer with MyStoreApp Services. The MyStoreApp Services provided to you under this MyStoreApp Order include:

    • (a)

      Development, submit and maintenance of the Apps;

    • (b)

      Provision of Management Tool

  • 2.2

    The specific terms and conditions of each of the MyStoreApp Services are set out in the link below: https://cloud.z.com/sg/terms/

3. Fixed Specification

The Customer agrees to make and to provide, in a form, manner and medium, the Company with the Fixed Specification in connection with the Apps.

4. Development of Apps

  • 4.1

    The Company shall deliver to the Customer, in a form, manner and medium reasonably specified by Company the source code of the Apps.

  • 4.2

    The Customer shall inspect and test the Apps, so as to satisfy the Apps complies with the Fixed Specification. Following the inspection, the Customer shall notify the Company in writing if it is satisfied that the Apps, as delivered, meet the requirements specified in the Fixed Specification (“Test Completion Notice”). The Customer shall ensure that all tests are completed and Test Completion Notice is delivered within five (5) business days after the reception of the Apps(“Acceptance Test Period ”).

  • 4.3

    If the Customer identifies any material defects in the Apps, without prejudice to any other rights or remedies of the Customer:

    • (a)

      the Customer shall, during the Acceptance Test Period, give written notice to the Company of each such material defect and, thereafter, shall provide the Company with all additional information and assistance that the Company may reasonably request in relation to the material defect;

    • (b)

      the Company shall correct each such material defect as soon as reasonably possible and after each material defect has been corrected, the Company shall notify the Customer; and

    • (c)

      promptly on receipt of the Apps that a material defect has been corrected, the Customer shall repeat its tests to satisfy that the material defect has been corrected and shall notify the Company in writing if it is satisfied that whether the material defect has been corrected.

  • 4.4

    The Apps will be deemed to have been accepted by the Customer if the Customer does not notify the Company of any material defects during the Acceptance Test Period or makes use of the Apps for any purpose other than completing the tests.

  • 4.5

    The Company warrant that the Apps will, at the time of delivery, comply with the Fixed Specification.

5. Ownership of Apps

  • 5.1

    Upon acceptance and payment-in-full, ownership of all right, title, and interest (including ownership of copyright and all other intellectual property rights) in and to all portions of the Apps that are made specifically and customized by the Company for the Customer shall vest in the Customer. However all right, title, and interest (including all intellectual property rights) in and to all other portions of the Apps, including without limitation the Company’s pre-existing works, modules and general tools, knowledge and know-how used to perform the MyStoreApp Services (the “Company’s Properties”)shall vest in the Company.

  • 5.2

    The Company hereby grants to the Customer a non-exclusive, non-transferable licence to use Company’s Properties in connection with the Customer’s use of the Apps.

6. Submitting Apps

After receipt from the Customer of the Test Completion Notice, on behalf of the Customer, the Company shall submit the Apps on the AppStore (http://itunes.apple.com/<country>/app) and/or GooglePlay (http://play.google.com/store) in the name of the Company or other legal entity designated by the Company. The Company may notify the Customer of the fact the Apps has been submitted and other information in connection with the Apps. .

7. Provision of Management Tool

  • 7.1

    The Company grants the Customer a non-exclusive, non-transferable licence to use the Management Tool for the use of the Apps.

  • X.2

    The Customer shall not use the Management Tool for any purpose other than the purpose that is expressly permitted by the Company.

8. Fees

  • 8.1

    All Fees payable in respect of this Order are as set out in Fee Schedule.

  • 8.2

    The Customer shall pay (1) the Initial Fee and (2) the Monthly Fee, as stated in the Fee Schedule, subject to presentation by the Company of the appropriate invoice.

  • 8.3

    The Customer shall pay all amounts (1) by electronic transfer to the Company’s bank account, as notified to the Customer in writing from time to time, (2)in cash ,or (3) otherwise provided in this Order.

  • 8.4

    All amounts in this Order are stated inclusive of all taxes, levies, charges and other similar imposts and amounts.

  • 8.5

    All fees must be paid in full and are non-refundable, in whole or in part, even if the provision of MyStoreApp Services is suspended or terminated.

  • 8.6

    If, during the term of this Order, this Order may terminated (1) by the Company due to the fault of the Customer, or (2) by the Customer in its discretion, the Customer shall immediately pay the Company any remaining part of the Fees (including but not limited to the Fee for remaining term of this Order) in respect of this Order. On or after termination of this Order the Company may issue an invoice for all Fees and any other amounts payable to the Company but not included in a previous invoice. The Customer shall pay those amounts within 7 days of the date of the invoice.

9. Term

  • 9.1

    This Order commences on the date this Order is executed (“Effective Date”) and continues until the first anniversary day that the Apps has been submitted by Apple, Inc and/or Google,Inc (the “Initial Term”). Upon conclusion of the Initial Term, all provisions of this Order will automatically renew for successive one (1) year renewal periods, unless the Customer provides written notice to the Company of its intent to terminate this Order not less than thirty (30) days before the end of the current term.

  • 9.2

    The Customer may terminate this Order without cause upon thirty (30) days written notice to the Company. Upon such termination by the Customer, the Customer shall pay to the Company all of the fees that would have come due and payable under this Order.

10. Warranties

  • 10.1

    Except as otherwise provided in this Agreement, The Company does not provide any warranty with respect to MyStoreApp Services and THE MyStoreApp SERVICES ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON- INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

  • 10.2

    Nothing herein shall be construed to guarantee that the Apps will be, or remain submitted by Apple,Inc and/or Google,Inc.

11. Third party claim

In the case any third party makes any claim against the Company on grounds that the Customer’s use of the MyStoreApp Service infringes any rights of right, the Customer indemnifies the Company against:

  • (a)

    all damages against the Company in respect of that claim;

  • (b)

    any liability arising out of or in connection with that claim

  • (c)

    the Company’s reasonable costs and expenses (including reasonable legal fees) in connection with that claim.

12. Intellectual Property

The Company, its suppliers, third-party agents and/or licensees, shall own all rights, title to and interest in and to Service System, as well as all patents, trademarks, trade names, service marks, copyrights, trade secrets, proprietary information and all other forms of intellectual property arising from or related to the MyStoreApp Services in anyway whatsoever.

13. Precedence

In the event of any inconsistency between the terms of the MSA and this Order, to the extent of the inconsistency, the terms of this Order shall prevail

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