Effective from 1 May 2021
WELCOME TO PAYTRACK.PROCOLY.COM!
THESE TERMS AND CONDITIONS OUTLINE THE RULES AND REGULATIONS FOR THE USE OF PROCOLY SDN BHD'S WEBSITE. PLEASE READ THIS USER AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE REGISTERING A PROCOLY ACCOUNT, USING PROCOLY PLATFORM AND/OR RELEVANT SERVICES. YOU SHOULD NOT REGISTER FOR A PROCOLY ACCOUNT OR IMMEDIATELY CEASE USE OF ALL PROCOLY PLATFORM AND RELEVANT SERVICES IF AT ANY TIME YOU DISAGREE WITH ANY OF THE TERMS AND CONDITIONS IN THIS AGREEMENT. YOUR REGISTRATION AND/OR CONTINUED USE OF PROCOLY SERVICES SHALL MEAN THAT YOU UNDERSTAND, IRREVOCABLY ACCEPT AND AGREE TO BE GOVERNED BY ALL OF PROCOLY’S TERMS AND CONDITIONS OF SERVICE AND POLICIES REFERENCED HEREIN AND/OR LINKED HERETO.
IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE OUR SERVICES OR ACCESS THE SITE. IF YOU ARE UNDER THE AGE OF 18 OR THE LEGAL AGE FOR GIVING CONSENT HEREUNDER PURSUANT TO THE APPLICABLE LAWS IN YOUR COUNTRY (THE “LEGAL AGE”), YOU MUST GET PERMISSION FROM A PARENT OR LEGAL GUARDIAN TO OPEN AN ACCOUNT AND THAT PARENT OR LEGAL GUARDIAN MUST AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT KNOW WHETHER YOU HAVE REACHED THE LEGAL AGE, OR DO NOT UNDERSTAND THIS SECTION, PLEASE DO NOT CREATE AN ACCOUNT UNTIL YOU HAVE ASKED YOUR PARENT OR LEGAL GUARDIAN FOR HELP. IF YOU ARE THE PARENT OR LEGAL GUARDIAN OF A MINOR WHO IS CREATING AN ACCOUNT, YOU MUST ACCEPT THE TERMS OF THIS AGREEMENT ON THE MINOR'S BEHALF AND YOU WILL BE RESPONSIBLE FOR ALL USE OF THE ACCOUNT OR COMPANY SERVICES USING SUCH ACCOUNT, WHETHER SUCH ACCOUNT IS CURRENTLY OPEN OR CREATED LATER.
- “Procoly”, “we”, “us” or “our” collectively mean Procoly Sdn Bhd and its affiliates.
- “Platform” means any website, desktop/mobile application to deliver Procoly PayTrack services.
- “Services” means any services, information and functions made available by Procoly at the Platform.
- "Tangible Product" and its plural mean physical product made available for sale on the Platform.
- “Intangible Product” and its plural mean a product that is virtual or can only be perceived indirectly or a transaction in which no physical goods are transferred from the seller to the buyer, including but not limited to service, digital download, online and/or offline courses made available for sales on the Platform;
- “Product” and its plural mean Tangible Products and Intangible Products.
- "Buyer" means the person who purchases Products on the Platform;
- “Seller” means the user who uses the Platform and/or Services to sell Products to the Buyers;
- “Seller” means the user who uses the Platform and/or Services to sell Products to the Buyers;
- “Sales Agent” means an individual or company you engaged at your sole responsibilities to do sales for you or your business.
The Services include an online platform service that provides a place and opportunity for the sale of products between the Buyer, the Sales Agent and the Seller (collectively “you”, “Users” or “Parties”). The actual contract for sale is directly between Buyer and Seller and Procoly is not a party to that or any other contract between Buyer and Seller and accepts no obligations in connection with any such contract. Parties to such a transaction will be entirely responsible for the sales contract between them, the listing of products, warranty of purchase and the like. Procoly is not involved in the transaction between Users. Procoly may or may not pre-screen Users or the Content or information provided by Users. Procoly reserves the right to remove any Content or information posted by you on the Site in accordance with Procoly’s Acceptable Use Policy.
Before becoming a User of the Site, you must read and accept all of the terms and conditions in, and linked to, these User Agreements and you must consent to the processing of your personal data as described in the Privacy Statement linked hereto.
Procoly reserves the right to change, modify, suspend or discontinue all or any part of this Site or the Services at any time or upon notice as required by local laws. Procoly may release certain Services or their features in a beta version, which may not work correctly or in the same way the final version may work, and we shall not be held liable in such instances. Procoly may also impose limits on certain features or restrict your access to parts of, or the entire, Site or Services in its sole discretion and without notice or liability.
Procoly reserves the right to refuse to provide you access to the Site or Services or to allow you to open an Account for any reason.
Your privacy is very important to us at Procoly. To better protect your rights we have provided the Procoly’s Privacy Statement to explain our privacy practices in detail. Please review the Privacy Statement to understand how Procoly collects and uses the information associated with yourAccount and/or your use of the Services (the “User Information”). By using the Services or providing information on the Site, you:
- consent to Procoly's collection, use, disclosure and/or processing of your Content, personal data and User Information as described in the Privacy Statement;
- agree and acknowledge that the proprietary rights of your User Information are jointly owned by you and Procoly; and
- shall not, whether directly or indirectly, disclose your User Information to any third party, or otherwise allow any third party to access or use your User Information, without Procoly’s prior written consent.
- Users in possession of another User’s personal data through the use of the Services (the “Receiving Party”) hereby agree that, they will (i) comply with all applicable personal data protection laws with respect to any such data; (ii) allow the User whose personal data the Receiving Party has collected (the “Disclosing Party”) to remove his or her data so collected from the Receiving Party’s database; and (iii) allow the Disclosing Party to review what information have been collected about them by the Receiving Party, in each case of (ii) and (iii) above, in compliance with and where required by applicable laws.
- Procoly grants you a limited and revocable license to access and use the Services subject to the terms and conditions of these User Agreements. All proprietary Content, trademarks, service marks, brand names, logos and other intellectual property (“Intellectual Property”) displayed in the Site are the property of Procoly and where applicable, third party proprietors identified in the Site. No right or licence is granted directly or indirectly to any party accessing the Site to use or reproduce any Intellectual Property, and no party accessing the Site shall claim any right, title or interest therein. By using or accessing the Services you agree to comply with the copyright, trademark, service mark, and all other applicable laws that protect the Services, the Site and its Content. You agree not to copy, distribute, republish, transmit, publicly display, publicly perform, modify, adapt, rent, sell, or create derivative works of any portion of the Services, the Site or its Content. You also may not, without our prior written consent, mirror or frame any part or whole of the contents of this Site on any other server or as part of any other website. In addition, you agree that you will not use any robot, spider or any other automatic device or manual process to monitor or copy our Content, without our prior written consent (such consent is deemed given for standard search engine technology employed by Internet search websites to direct Internet users to this website).
- You are welcome to link to the Site from your website, provided that your website does not imply any endorsement by or association with Procoly. You acknowledge that Procoly may, in its sole discretion and at any time, discontinue providing the Services, either in part or as a whole, without notice.
- Any software provided by us to you as part of the Services is subject to the provisions of these User Agreements. Procoly reserves all rights to the software not expressly granted by Procoly hereunder. Any third-party scripts or code, linked to or referenced from the Services, are licensed to you by the third parties that own such scripts or code, not by Procoly.
ACCOUNTS AND SECURITY
- Some functions of our Services require registration for an Account by selecting a unique user identification ("User ID") and password, and by providing certain personal information. If you select a User ID that Procoly, in its sole discretion, finds offensive or inappropriate, Procoly has the right to suspend or terminate your Account. You may be able to use your Account to gain access to other products, websites or services to which we have enabled access or with which Procoly have tied up or collaborated. Procoly has not reviewed, and assumes no responsibility for any third-party content, functionality, security, services, privacy statements, or other practices of those products, websites or services. If you do so, the user agreements for those products, websites or services, including their respective privacy statements, if different from these User Agreements and/or our Privacy Statement, may also apply to your use of those products, websites or services.
- You agree to (a) keep your password confidential and use only your User ID and password when logging in, (b) ensure that you log out from your account at the end of each session on the Site, (c) immediately notify Procoly of any unauthorised use of your Account, User ID and/or password, and (d) ensure that your Account information is accurate and up-to-date. You are fully responsible for all activities that occur under your User ID and Account even if such activities or uses were not committed by you. Procoly will not be liable for any loss or damage arising from unauthorised use of your password or your failure to comply with this Section.
- You agree that Procoly may for any reason, in its sole discretion and with or without notice or liability to you or any third party, immediately terminate your Account and your User ID, remove or discard from the Site any Content associated with your Account and User ID, withdraw any subsidies offered to you, cancel any transactions associated with your Account and User ID, temporarily or in more serious cases permanently withhold any transactions, and/or take any other actions that Procoly deems necessary. Grounds for such actions may include, but are not limited to, actual or suspected (a) extended periods of inactivity, (b) violation of the letter or spirit of these User Agreements, (c) illegal, fraudulent, harassing, defamatory, threatening or abusive behaviour (d) having multiple user accounts, (e) abnormal or excessive purchase of products from the same Seller or related group of Sellers, (f) voucher abuse (including, but not limited to, selling of vouchers to third parties, selling of vouchers or other credits at a significant markup above face value and/or abnormal or excessive use of vouchers on the Site), or (g) behaviour that is harmful to other Users, third parties, or the business interests of Procoly. Use of an Account for illegal, fraudulent, harassing, defamatory, threatening or abusive purposes may be referred to law enforcement authorities without notice to you. If a legal dispute arises or law enforcement action is commenced relating to your Account or your use of the Services for any reason, Procoly may terminate your Account immediately with or without notice.
- Users may terminate their Account if they notify Procoly in writing (including via email at support) of their desire to do so. Notwithstanding any such termination, Users remain responsible and liable for any incomplete transaction (whether commenced prior to or after such termination), shipment of the product, payment for the product, or the like, and Users must contact Procoly after he or she has promptly and effectively carried out and completed all incomplete transactions according to the User Agreements. Procoly shall have no liability, and shall not be liable for any damages incurred due to the actions taken in accordance with this Section. Users waive any and all claims based on any such action taken by Procoly.
- You may only use the Services and/or open an Account if you are located in one of our approved countries, as updated from time to time.
TERM OF USE
- The license for use of this Site and the Services is effective until terminated. This license will terminate as set forth under these User Agreements or if you fail to comply with any term or condition of these User Agreements. In any such event, Procoly may effect such termination with or without notice to you.
You agree not to:
- upload, post, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, alarming, distressing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, politically, racially, ethnically or otherwise objectionable;
- violate any laws, including without limitation any laws and regulation in relation to export and import restrictions, third party rights or Procoly’s Acceptable Use Policy;
- upload, post, transmit or otherwise make available any Content featuring an unsupervised minor or use the Services to harm minors in any way;
- use the Services or upload Content to impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity;
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services;
- remove any proprietary notices from the Site;
- cause, permit or authorize the modification, creation of derivative works, or translation of the Services without the express permission of Procoly;
- use the Services for the benefit of any third party or any manner not permitted by the licenses granted herein;
- use the Services or upload Content in a manner that is fraudulent, unconscionable, false, misleading or deceptive;
- open and/or operate multiple user accounts in connection with any conduct that violates either the letter or spirit of these User Agreements;
- access the Procoly platform, open a user account, or otherwise access your user account using an emulator, simulator, bot or other similar hardware or software;
- manipulate the price of any item or interfere with other User's listings;
- attempt to decompile, reverse engineer, disassemble or hack the Services (or any portion thereof), or to defeat or overcome any encryption technology or security measures implemented by Procoly with respect to the Services and/or data transmitted, processed or stored by Procoly;
- harvest or collect any information about or regarding other Account holders, including, without limitation, any personal data or information;
- upload, email, post, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- upload, email, post, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
- upload, email, post, transmit or otherwise make available any unsolicited or unauthorised advertising, promotional materials, "junk mail", "spam", "chain letters", "pyramid schemes", or any other unauthorised form of solicitation;
- upload, email, post, transmit or otherwise make available any material that contains software viruses, worms, Trojan-horses or any other computer code, routines, files or programs designed to directly or indirectly interfere with, manipulate, interrupt, destroy or limit the functionality or integrity of any computer software or hardware or data or telecommunications equipment;
- interfere with, manipulate or disrupt the Services or servers or networks connected to the Services or any other User's use and enjoyment of the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;
- take any action or engage in any conduct that could directly or indirectly damage, disable, overburden, or impair the Services or the servers or networks connected to the Services;
- use the Services to intentionally or unintentionally violate any applicable local, state, national or international law, rule, code, directive, guideline, policy or regulation including, without limitation, laws and requirements (whether or not having the force of law) relating to anti-money laundering or counter-terrorism;
- use the Services to violate the privacy of others or to "stalk" or otherwise harass another;
- infringe the rights of Procoly, including any intellectual property rights and any passing off of the same thereof;
- use the Services to collect or store personal data about other Users in connection with the prohibited conduct and activities set forth above; and/or
- list items which infringe upon the copyright, trademark or other intellectual property rights of third parties or use the Services in a manner which will infringe the intellectual property rights of others.
- You understand that all Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from whom such Content originated. This means that you, and not Procoly, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available through the Site. You understand that by using the Site, you may be exposed to Content that you may consider to be offensive, indecent or objectionable. To the maximum extent permitted by applicable law, under no circumstances will Procoly be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of, or reliance on, any Content posted, emailed, transmitted or otherwise made available on the Site.
- You acknowledge that Procoly and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, delete, stop, suspend, remove or move any Content, including without limitation any Content or information posted by you, that is available on the Site without any liability to you. Without limiting the foregoing, Procoly and its designees shall have the right to remove any Content (i) that violates these User Agreements or our Acceptable Use Policy; (ii) if we receive a complaint from another User; (iii) if we receive a notice or allegation of intellectual property infringement or other legal instruction or request for removal; or (iv) if such Content is otherwise objectionable. We may also block delivery of a communication (including, without limitation, status updates, postings, messages and/or chats) to or from the Services as part of our effort to protect the Services or our Users, or otherwise enforce the provisions of these Terms and Conditions. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including, without limitation, any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you have not and, to the maximum extent permitted by applicable law, may not rely on any Content created by Procoly or submitted to Procoly, including, without limitation, information in PayTrack and in all other parts of the Site.
- You acknowledge, consent to and agree that Procoly may access, preserve and disclose your Account information and Content to any legal, regulatory, or governmental authority, the relevant rights owner, or other third parties if required to do so by law pursuant to an order of a court or lawful request by any governmental or regulatory authority having jurisdiction over Procoly or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these User Agreements or our Acceptable Use Policy; (c) respond to claims that any Content violates the rights of third parties, including intellectual property rights; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of Procoly, its Users and/or the public.
VIOLATION OF PROCOLY’S User Agreements
Violations of this policy may result in a range of actions, including, without limitation, any or all of the following:
- Listing deletion
- Limits placed on Account privileges
- Account suspension and subsequent termination
- Criminal charges
- Civil actions, including without limitation a claim for damages and/or interim or injunctive relief
- If you believe a User on our Site is violating these User Agreements, please contact [email protected]
REPORTING INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT
- As stated above, Procoly does not allow listings that violate the intellectual property rights (“IPR”) of brands or other intellectual property rights owners (“IPR Owner”).
- Except where expressly stated otherwise, the Users are independent individuals or businesses and they are not associated with Procoly in any way and Procoly is neither the agent nor representative of the Users and does not hold and/or own any of the merchandises listed on the Site.
- If you are an IPR Owner or an agent duly authorised by an IPR Owner (“IPR Agent”) and you believe that your right or your principal’s right has been infringed, please notify us by contacting us at [email protected] and provide us the documents requested below to support your claim. Do allow us time to process the information provided. Procoly will respond to your complaint as soon as practicable.
- IPR complaints must be provided in the form prescribed by Procoly, which may be updated from time to time, and must include at least the following: (a) a physical or electronic signature of an IPR Owner or IPR Agent (collectively, “Informant”); (b) a description of the type and nature of intellectual property right that is allegedly infringed and proof of rights; (c ) a description of the nature of alleged infringement with sufficient details to enable Procoly to assess the complaint (d) URL(s) of the listing(s) which contain the alleged infringement; (e) sufficient information to allow Procoly to contact the Informant, such as Informant’s physical address, telephone number and e-mail address; (f) a statement by Informant that the complaint is filed on good faith belief and that the use of the intellectual property as identified by the Informant is not authorised by the IPR Owner or the law; (g) a statement by the Informant that the information in the notification is accurate, that the Informant will indemnify us for any damages we may suffer as a result of the information provided by the Informant and that the Informant has the appropriate right or is authorised to act on the IPR Owner’s behalf in all matters relating to the complaint.
- Procoly acknowledges a manufacturer’s right to enter into certain exclusive distribution agreements or minimum advertised price agreements for its products. However, violations of such agreements do not constitute intellectual property rights infringement. As the enforcement of these agreements is a matter between the manufacturer and the sellers, Procoly does not assist in this type of enforcement activity and does not enforce exclusive distribution rights or price-control matters except within the countries that have laws specifically governing selective or exclusive distribution.
- Each and every Seller agrees to hold Procoly and its Affiliates harmless from all claims, causes of action, damages and judgments arising out of any removal of any Content or product listings pursuant to or in relation to any intellectual property infringement claim
PURCHASE AND PAYMENT
Procoly supports one or more of the following payment methods in each country it operates in:
Card payments are processed through third-party payment channels and the type of credit cards accepted by these payment channels may vary depending on the jurisdiction you are in.
Financial Process Exchange (FPX) allows customers to complete transactions online using online banking credentials.
- Credit Card
- Buyer may choose their preferred mode of payment for their purchase prior to making payment.
- Procoly takes no responsibility and assume no liability for any loss or damages to Buyer arising from shipping information and/or payment information entered by Buyer or wrong remittance by Buyer in connection with the payment for the items purchased. We reserve the right to check whether Buyer is duly authorised to use a certain payment method, and may suspend the transaction until such authorisation is confirmed or cancel the relevant transaction where such confirmation is not available.
CANCELLATION, RETURN AND REFUND
Procoly does not handle any refund request nor provide any refund processing for transactions made between you and Seller. You agree to indemnify, defend and hold harmless Procoly, and its directors, shareholders, subsidiaries, affiliates, directors, officers, agents, co-branders or other partners, and employees (collectively, the "Indemnified Parties") from and against any and all outcomes.
DISPUTES BETWEEN BUYER AND SELLER
- In the event a problem arises in a transaction, the Buyer and Seller agree to communicate with each other first to attempt to resolve such dispute by mutual discussions, which Procoly shall use reasonable commercial efforts to facilitate. If the matter cannot be resolved by mutual discussions, Users may approach the claims tribunal of their local jurisdiction to resolve any dispute arising from a transaction.
- Each Buyer and Seller covenants and agrees that it will not bring suit or otherwise assert any claim against Procoly or its Affiliates (except where Procoly or its Affiliates is the Seller of the product that the claim relates to) in relation to any transaction made on the Site or any dispute related to such transaction.
DISPUTES WITH PROCOLY
Contact Procoly First
If a dispute arises between you and Procoly, our goal is to learn about and address your concerns. If we are unable to do so to your satisfaction, we aim to provide you with a neutral and cost-effective means of resolving the dispute quickly. Disputes between you and Procoly regarding the Platform and services may be reported to Procoly Customer Service first.
You and Procoly will agree to use the best endeavours to settle such disputes or differences amicably, by consulting and negotiating with each other in good faith and understanding of mutual interests, to reach a just and equitable solution satisfactory to all Parties. If such dispute or difference fail to resolve within thirty (30) days, the Parties may then refer the dispute or differences arising in connection with this Agreement to arbitration in Malaysia for final resolution, pursuant to the Governing Law section hereinafter.
Procoly welcomes information and feedback from our Users which will enable Procoly to improve the quality of service provided. Please refer to our feedback procedure below for further information:
- Feedback may be made in writing through email to [email protected].
- Anonymous feedback will not be accepted.
- Users affected by the feedback should be fully informed of all facts and given the opportunity to put forward their case.
- Vague and defamatory feedback will not be entertained.
- THE SERVICES ARE PROVIDED "AS IS" AND WITHOUT ANY WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY PROCOLY OF ANY KIND EITHER EXPRESSED, IMPLIED OR STATUTORY WITH RESPECT TO THE SERVICES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. WITHOUT LIMITING THE FOREGOING AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROCOLY DOES NOT WARRANT THAT THE SERVICES, THIS SITE OR THE FUNCTIONS CONTAINED THEREIN WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE OR ERROR-FREE, THAT DEFECTS, IF ANY, WILL BE CORRECTED, OR THAT THIS SITE AND/OR THE SERVER THAT MAKES THE SAME AVAILABLE ARE FREE OF VIRUSES, CLOCKS, TIMERS, COUNTERS, WORMS, SOFTWARE LOCKS, DROP DEAD DEVICES, TROJAN-HORSES, ROUTINGS, TRAP DOORS, TIME BOMBS OR ANY OTHER HARMFUL CODES, INSTRUCTIONS, PROGRAMS OR COMPONENTS.
- YOU ACKNOWLEDGE THAT THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SITE AND/OR THE SERVICES REMAINS WITH YOU TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
- PROCOLY HAS NO CONTROL OVER AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DOES NOT GUARANTEE OR ACCEPT ANY RESPONSIBILITY FOR: (A) THE FITNESS FOR PURPOSE, EXISTENCE, QUALITY, SAFETY OR LEGALITY OF ITEMS AVAILABLE VIA THE SERVICES; OR (B) THE ABILITY OF SELLERS TO SELL ITEMS OR OF BUYERS TO PAY FOR ITEMS.IF THERE IS A DISPUTE INVOLVING ONE OR MORE USERS, SUCH USERS AGREE TO RESOLVE SUCH DISPUTE BETWEEN THEMSELVES DIRECTLY AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RELEASE PROCOLY AND ITS AFFILIATES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY SUCH DISPUTE.
EXCLUSIONS AND LIMITATIONS OF LIABILITY
- TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PROCOLY BE LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY), OR OTHER CAUSE OF ACTION AT LAW, IN EQUITY, BY STATUTE OR OTHERWISE, FOR:
- (A) LOSS OF USE; (B) LOSS OF PROFITS; (C) LOSS OF REVENUES; (D) LOSS OF DATA; (E) LOSS OF GOOD WILL; OR (F) FAILURE TO REALISE ANTICIPATED SAVINGS, IN EACH CASE WHETHER DIRECT OR INDIRECT; OR
- ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THIS SITE OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING THEREFROM, EVEN IF PROCOLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- YOU ACKNOWLEDGE AND AGREE THAT YOUR ONLY RIGHT WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SERVICES IS TO REQUEST FOR TERMINATION OF YOUR ACCOUNT AND/OR DISCONTINUE ANY USE OF THE SERVICES.
- IF, NOTWITHSTANDING THE PREVIOUS SECTIONS, PROCOLY IS FOUND BY A COURT OF COMPETENT JURISDICTION TO BE LIABLE (INCLUDING FOR GROSS NEGLIGENCE), THEN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ITS LIABILITY TO YOU OR TO ANY THIRD PARTY IS LIMITED TO THE LESSER OF: RM100 (ONE HUNDRED MALAYSIAN RINGGIT).
LINKS TO THIRD PARTY SITES AND SHARING VIDEOS FROM THIRD PARTY SITES
- Third party links provided throughout the Site will let you leave this Site. These links are provided as a courtesy only, and the sites they link to are not under the control of Procoly in any manner whatsoever and you therefore access them at your own risk. Procoly is in no manner responsible for the contents of any such linked site or any link contained within a linked site, including any changes or updates to such sites. Procoly is providing these links merely as a convenience, and the inclusion of any link does not in any way imply or express affiliation, endorsement or sponsorship by Procoly of any linked site and/or any of its content therein.
- Procoly allows you to share videos from third party video hosting sites (“External Video”) with the Procoly Livestream feature. By sharing External Video, you hereby agree to be bound by the User Agreements of respective sites.
YOUR CONTRIBUTIONS TO THE SERVICES
- By submitting Content for inclusion on the Services, you represent and warrant that you have all necessary rights and/or permissions to grant the licenses below to Procoly. You further acknowledge and agree that you are solely responsible for anything you post or otherwise make available on or through the Services, including, without limitation, the accuracy, reliability, nature, rights clearance, compliance with law and legal restrictions associated with any Content contribution. You hereby grant Procoly and its successors a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, copy, distribute, republish, transmit, modify, adapt, create derivative works of, publicly display, and publicly perform such Content contribution on, through or in connection with the Services in any media formats and through any media channels, including, without limitation, for promoting and redistributing part of the Services (and its derivative works) without need of attribution and you agree to waive any moral rights (and any similar rights in any part of the world) in that respect. You understand that your contribution may be transmitted over various networks and changed to conform and adapt to technical requirements.
- Any Content, material, information or idea you post on or through the Services, or otherwise transmit to Procoly by any means (each, a "Submission"), is not considered confidential by Procoly and may be disseminated or used by Procoly without compensation or liability to you for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products. By making a Submission to Procoly, you acknowledge and agree that Procoly and/or other third parties may independently develop software, applications, interfaces, products and modifications and enhancements of the same which are identical or similar in function, code or other characteristics to the ideas set out in your Submission. Accordingly, you hereby grant Procoly and its successors a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to develop the items identified above, and to use, copy, distribute, republish, transmit, modify, adapt, create derivative works of, publicly display, and publicly perform any Submission on, through or in connection with the Services in any media formats and through any media channels, including, without limitation, for promoting and redistributing part of the Services (and its derivative works). This provision does not apply to personal information that is subject to our Privacy Statement except to the extent that you make such personal information publicly available on or through the Services.
THIRD PARTY CONTRIBUTIONS TO THE SERVICES AND EXTERNAL LINKS
- Each contributor to the Services of data, text, images, sounds, video, software and other Content is solely responsible for the accuracy, reliability, nature, rights clearance, compliance with law and legal restrictions associated with their Content contribution. As such, Procoly is not responsible to, and shall not, regularly monitor or check for the accuracy, reliability, nature, rights clearance, compliance with law and legal restrictions associated with any contribution of Content. You will not hold Procoly responsible for any User's actions or inactions, including, without limitation, things they post or otherwise make available via the Services.
- In addition, the Services may contain links to third party products, websites, services and offers. These third party links, products, websites and services are not owned or controlled by Procoly. Rather, they are operated by, and are the property of, the respective third parties, and may be protected by applicable copyright or other intellectual property laws and treaties. Procoly has not reviewed, and assumes no responsibility for the content, functionality, security, services, privacy statements, or other practices of these third parties. You are encouraged to read the terms and other policies published by such third parties on their websites or otherwise. By using the Services, you agree that Procoly shall not be liable in any manner due to your use of, or inability to use, any website or widget. You further acknowledge and agree that Procoly may disable your use of, or remove, any third party links, or applications on the Services to the extent they violate these User Agreements.
YOUR REPRESENTATIONS AND WARRANTIES
You represent and warrant that:
- you possess the legal capacity (and in the case of a minor, valid parent or legal guardian consent), right and ability to enter into these User Agreements and to comply with its terms; and
- you will use the Services for lawful purposes only and in accordance with these User Agreements and all applicable laws, rules, codes, directives, guidelines, policies and regulations.
FRAUDULENT OR SUSPICIOUS ACTIVITY
If Procoly, in its sole discretion, believes that you may have engaged in any potentially fraudulent or suspicious activity and/or transactions, we may take various actions to protect Procoly, other Buyers or Sellers, other third parties or you from Reversals, Chargebacks, Claims, fees, fines, penalties and any other liability. The actions we may take include but are not limited to the following:
- We may close, suspend, or limit your access to your Account or the Services, and/or suspend the processing of any transaction;
- We may refuse to provide the Services to you now and in the future;
For the purposes of this Section:
"Chargeback" means a request that a Buyer files directly with his or her debit or credit card company or debit or credit card issuing bank to invalidate a payment.
"Claim" means a challenge to a payment that a Buyer or Seller files directly with Procoly.
"Reversal" means the reversal of a payment by Procoly because (a) it is invalidated by the sender's bank, (b) it was sent to you in error by Procoly, (c) the sender of the payment did not have authorization to send the payment (for example: the sender used a stolen credit card), (d) you received the payment for activities that violated these User Agreements or any other Procoly policy, or (e) Procoly decided a Claim against you.
You agree to indemnify, defend and hold harmless Indemnified Parties from and against any and all claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, any other dispute resolution expenses) incurred by any Indemnified Party arising out of or relating to: (a) any transaction made on the Site, or any dispute in relation to such transaction (except where Procoly or its Affiliates is the Seller in the transaction that the dispute relates to), (b) the hosting, operation, management and/or administration of the Services by or on behalf of Procoly, (c) your violation or breach of any term of these User Agreements or any policy or guidelines referenced herein, (d) your use or misuse of the Services, (e) your breach of any law or any rights of a third party, or (f) any Content uploaded by you.
If any provision of these User Agreements shall be deemed unlawful, void, or for any reason unenforceable under the law of any jurisdiction, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions in such jurisdiction nor the validity and enforceability of the provision in question under the law of any other jurisdiction.
These User Agreements shall be governed by and construed in accordance with the laws of Malaysia without regard to its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act, to the extent applicable, are expressly disclaimed. Unless otherwise required by applicable laws, any dispute, controversy, claim or difference of any kind whatsoever shall arising out of or relating to these User Agreements against or relating to Procoly or any Indemnified Party under these User Agreements shall be referred to and finally resolved by arbitration in Malaysia in accordance with the Arbitration Rules of the Asian International Arbitration Centre (“AIAC Arbitration Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this Section. There will be one (1) arbitrator and the language of the arbitration shall be English.
- Procoly reserves all rights not expressly granted herein.
- Procoly may modify these User Agreements at any time by posting the revised User Agreements on this Site. Your continued use of this Site after such changes have been posted shall constitute your acceptance of such revised User Agreements.
- You may not assign, sublicense or transfer any rights granted to you hereunder or subcontract any of your obligations.
- Nothing in these User Agreements shall constitute a partnership, joint venture or principal-agent relationship between you and Procoly, nor does it authorise you to incur any costs or liabilities on Procoly’s behalf.
- The failure of Procoly at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing.
- These User Agreements are solely for your and our benefit and are not for the benefit of any other person or entity, except for Procoly's affiliates and subsidiaries (and each of Procoly's and its affiliates' and subsidiaries' respective successors and assigns).
- The terms set forth in these User Agreements and any agreements and policies included or referred to in these User Agreements constitute the entire agreement and understanding of the parties with respect to the Services and the Site and supersede any previous agreement or understanding between the parties in relation to such subject matter. The parties also hereby exclude all implied terms in fact. In entering into the agreement formed by these User Agreements, the parties have not relied on any statement, representation, warranty, understanding, undertaking, promise or assurance of any person other than as expressly set out in these User Agreements. Each party irrevocably and unconditionally waives all claims, rights and remedies which but for this Section it might otherwise have had in relation to any of the foregoing. These User Agreements may not be contradicted, explained or supplemented by evidence of any prior agreement, any contemporaneous oral agreement or any consistent additional terms.
- You agree to comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and corruption including without limitation the Malaysian Anti-Corruption Commission (MACC) Act and confirm that you have and shall have in place all policies and procedures needed to ensure compliance with such requirements.
If you have any questions or concerns about these User Agreements or any issues raised in these User Agreements or on the Site, please contact us at [email protected].
LEGAL NOTICES: Please send all legal notices to [email protected] and Attention it to the “General Counsel”.
I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE AND ANY REVISION THE SAME HEREAFTER. BY CLICKING THE ACCEPTANCE CHECKBOX OR BUTTON, I UNDERSTAND THAT I AM CREATING A DIGITAL SIGNATURE, WHICH I INTEND TO HAVE THE SAME FORCE AND EFFECT AS IF I HAD SIGNED MY NAME MANUALLY.