ATZO Cloud Terms of Service
ATZO Cloud Terms of Service
Please read this ATZO Cloud Terms of Service (the “Agreement”) carefully. This Agreement contains the terms and conditions that govern Your access to and use of the Services (as defined below) and is an agreement between System Management Services Sdn Bhd (“SMS” or “We” or “we” or “Us”) and You or the entity You represent (“You”). Upon You clicking the “Place Order” button or Your ATZO Cloud Administrator Account (“Service Account”) credentials being provided to You (the “Effective Date”), You acknowledge You have read, understood and agreed to these terms, including any applicable policies referenced throughout including ATZO Cloud’s Website. Each individual executing this Agreement represents and warrants that such person(s) is/are authorized to do so and that upon executing this Agreement, this Agreement shall be binding and enforceable in accordance with its terms upon the party for whom such person is acting. If You accept on behalf of a business or other legal entity, You represent and warrant that You have the legal authority to bind that legal entity to this Agreement and “You” will refer to that legal entity and its affiliates.
- “Business Hours” refers to a period of time commencing from 8.30 a.m. to 5.30 p.m. on Monday to Friday excluding Public Holidays based on Malaysia’s calendar.
- “ATZO Cloud Website” refers to the Site located at the URL https://atzo.cloud/atzo-cloud/, or any other successor sites owned or maintained by ATZO Cloud.
- “ATZO Cloud” refers to ATZO Cloud or its affiliates’ computer system that You connect to receive the Services.
- “Services” or “Service” refers to the service(s) made available by ATZO Cloud or its affiliates and purchased or accessed through ATZO Cloud Website.
- “Site” or “Website” refers to a World Wide Web site.
2. Free Trial
- If the Service is being used during a free trial, this Agreement (except for payment obligations) shall apply for the purpose and term of such authorized evaluation or trial period only. We reserve the right to terminate any such evaluation use of the Service at any time in our sole discretion. Any backed-up data saved during the free trial period shall be permanently deleted following the expiry of the free trial period.
- Notwithstanding any other provision stated in this Agreement, all Services for the free trial use is provided “as-is” and “as-available,” without warranties of any kind. You hereby waive all claims, now known or later discovered, against Us arising out of use of any Services for a free trial.
- The term of this Agreement shall commence on the Effective Date.
- This Agreement shall continue in force indefinitely, subject to termination or expiry of Your access to and use of the Services in accordance with Clause 14 below.
- If You have subscribed to the Services via special campaigns or promotions, the terms and conditions of the respective special campaigns or promotions (“Campaign Terms & Conditions”) shall prevail in the event of conflict between the terms and conditions of this Agreement and the Campaign Terms & Conditions, unless expressly provided in the Campaign Terms & Conditions.
4. Fees and Payment for Direct Customers
- This Section on Fees and Payments apply only when You order the Services directly from Us. Where You order the Services through an authorized reseller or other third party, You will pay all fees for the Services to such party according to the terms and at the prices agreed to between You and such third party.
- Upon submission of the order by You for the Services and acceptance by SMS, You shall pay to SMS all charges, fees and rentals for the Services and/or equipment, as the case may be, which shall be at the rates prescribed on the ATZO Cloud website from time to time and payable in advance or at such other time in accordance with ATZO Cloud’s policy or requirements. The said charges, fees and rentals shall commence from the Effective Date.
- You shall promptly pay on demand by SMS and at the times stipulated in such demand all charges, fees, rentals, costs or other amounts in connection with the Services. You shall continue to be liable for any applicable charges during the period of interruption or loss of Services from any cause whatsoever.
- Fees for Services ordered by You shall begin on the Effective Date and that day and that month of that Effective Date shall serve as the billing date (Anniversary Billing Date”) for all future billings including one time fees, upgrades, additional services, cancellations, service credits and recurring fee. Fees are due in advance of each Services cycle and will be billed on the Anniversary Billing Date.
- In the event of any payment dispute, You shall notify Us in writing and provide documentation supporting Your dispute within seven (7) days of the date of Your receipt or invoice. After seven (7) days, Your right to any refund or billing adjustment shall be waived. If the dispute is resolved against You, You shall pay such amount due plus interest as set forth in this Agreement from the date the payment was originally due.
- If You have provided Your credit card, debit card or bank account information in the course of Your order process, You are deemed to have consented that it is to be used in the payment of any fees and charges of the Services.
- Upgrades ordered on the Anniversary Billing Date will be billed in advance for a full upgraded Services duration for that upgrade shall continue to be billed on the Anniversary Billing Date. Upgrades ordered before or after the normal Anniversary Billing Date will be pro-rated to the next anniversary date and billed as a one-time pro-rata charge. Future charges will appear as fees for full upgraded Services duration added to your existing bill on Anniversary Billing Date.
- Additional Services ordered on the Anniversary Billing Date shall be billed for the full additional Services duration for that additional Services will continue to be billed on the Anniversary Billing Date. Additional Services ordered after the normal Anniversary Billing Date will be pro-rated to the next anniversary date and billed as a one-time pro-rata charge. Future charges will appear as full fees for additional Services duration added to your existing bill on Anniversary Billing Date.
- One-time fees, such as setup fees, administrative fees and late fees are due and payable at the time they are incurred and/or agreed upon in writing with SMS’s approval. One-time fees, such as bandwidth overages and SMS overages are due and payable upon an invoice following the billing cycle in which they are incurred, and are based on standard rates, or as otherwise agreed upon in writing with SMS’s approval.
- All payments due to SMS under this Agreement shall be made in full, without deduction for any reason, including but not limited to, set-off, counterclaim or other equitable or lawful claim.
- You shall provide Us with complete and accurate contact information under the Registration Form on the ATZO Cloud website for billing purposes. This includes Your complete legal name, company name, company address, e-mail address and the name and telephone number of an authorized billing contact. You agree to update this information within thirty (30) days of any change.
- Upon the expiry of this Agreement, SMS shall disconnect your Service Account. All of your backed-up data shall be kept in ATZO Cloud for five (5) days after SMS disconnects Your Service Account. Within the five (5) days, to renew this Agreement, You shall pay to SMS all charges, fees and rentals for the Services and/or equipment, as the case may be, which shall be at the rates prescribed on the ATZO Cloud website from time to time and payable in advance or at such other time in accordance with ATZO Cloud’s policy or requirements. Once the payment has been received, Your Service Account shall then be re-activated within forty-eight (48) Business Hours. If this Agreement is no renewed after five (5) days, your backed-up data will be permanently deleted from ATZO Cloud.
- SMS may vary the Services charges from time to time by returning notice to You. All variations will take effect from the date specified in the notice and You shall be bound to observe and comply with such variations.
- Upon termination of this Agreement, You shall not be eligible for any refund.
- Your Services may be eligible to the ATZO Cloud’s Money Back Guarantee and subject to the terms and conditions of ATZO Cloud’s Money Back Guarantee and Refund Policy as published on ATZO Cloud’s Website.
- All rates prescribed on the ATZO Cloud website for the Services do not include taxes, duties or charges unless otherwise quoted. You shall pay and be solely liable for all taxes including sales, use, excise and any other taxes, duties (including stamp duty), fees and other charges made by any government authority in relation to this Agreement (other than taxes payable on the overall income of SMS).
- You will pay and indemnify and hold SMS harmless from any and all taxes associated with or arising from Your use of the Services, including any penalties and interest and any costs associated with the collection or withholding thereof.
6. Use of the Services
- You shall access and use the Services in accordance with this Agreement. You will adhere to all laws, rules, and regulations applicable to Your use of the Services, including any policies published on the ATZO Cloud website.
- To access the Services, a Service Account will be created and will be associated with a valid e-mail address. You shall also be known as the Primary Contact of Your Service account. Only one Service Account will be created per email address per company. You shall be responsible for all activities that occur under Your Service Account, regardless of whether the activities are undertaken by You, Your employees or a third party (including Your contractors or agents).
- SMS and its affiliates are not responsible for unauthorized access to Your Service Account. You shall contact us immediately if You believe an unauthorized third party may be using Your Service Account or if Your Service Account information is lost or stolen.
- In the event Your contact’s email address is no longer valid and up to date in our billing system, You shall contact Us via email at email@example.com within thirty (30) business days to request Us to update Your contact information. You acknowledge and undertake that the information provided by You is true, current, complete and accurate and You shall keep SMS indemnified against all claims, demands, proceedings, losses or damages costs of whatsoever that may be brought against or suffered by SMS as a result of Your failure to inform SMS of the change in contact details or SMS agreeing or conceding to Your request above-stated.
- In the event that You wish to transfer Your Service Account to a new person, You shall write to Us via email at firstname.lastname@example.org within thirty (30) business days to inform Us of this change and provide Us with the name and contact details of the new person appointed. By appointing a new Primary Contact and Administrator, You acknowledge that the new contact is fully aware and agree to be bound by the ATZO Cloud terms and conditions of this Agreement.
- Third Party Content, such as software applications, documentation or any other data provided by third parties may be made available directly to You via other companies or individuals under separate terms and conditions, including separate fees and charges. Because SMS may not have tested or screened the Third Party Content, Your use of any Third Party Content is at Your sole risk and SMS shall not be liable for any infringement on intellectual property rights (e.g. copyright, trademark, patent or other proprietary rights).
- ATZO Cloud may change or discontinue any of the Services (including the Services as a whole) or change or remove features or functionality of the Services from time to time. ATZO Cloud will notify You of any material change to or discontinuation of the Services via ATZO Cloud’s website.
8. Provision of Services
- At the request of You and subject to acceptance by SMS, SMS will provide the Services to You.
- Unless otherwise indicated in this Agreement, the Services shall not include the provision or maintenance of any computer equipment or software required by You to connect to ATZO Cloud.
- SMS does not guarantee or warrant the availability of the Services or continuous, uninterrupted or secure access to the Internet.
- SMS does not guarantee or warrant that the data stored in ATZO Cloud will be backed up. You shall be responsible for keeping an independent backup of all data stored in the space allocated to You.
- SMS reserves the right to suspend the Services or any part of them for operational reasons or in an emergency and You shall not make any claim or compensation from SMS.
- SMS, either directly or through its assignee or licensee, shall provide Technical Support relating to Your Services. SMS may refuse any and/or all requests for Technical Support with or without reason, in its sole discretion. Any Technical Support that SMS may subsequently agree to provide to You shall be at SMS’s sole discretion and once commenced, may be terminated at any time by SMS without prior notice to You and without any liability to SMS.
9. Security of Data
- You acknowledge that SMS shall not be liable for the security of Your data on any of Your Equipment or passing over the Services and that SMS shall have no obligation to ensure, and makes no representations or warranties concerning the security of such data. You shall be solely responsible for the data retrieved, stored and/or transmitted through the Services.
- You agree that SMS shall not be liable for any unauthorised access to Your data even when the access occurs as a result of a fault in equipment or software owned, operated or supplied by SMS.
- ATZO Cloud’s log-in credentials generated by the Services are for Your internal use only and You may not sell or transfer them to any other entity or person, except that You may disclose Your Log-in Credentials to Your agents and subcontractors performing work on Your behalf and SMS shall not be liable for any loss or breach of data due to the disclosing of Your log-in credentials.
- You are responsible for properly configuring and using the Services and taking the necessary steps to maintain appropriate security and protection of Your Content from unauthorized access and make routine archiving of Your Content.
10. Disk Space
- You may only occupy the amount of disk space on ATZO Cloud that is allotted by SMS according to the packages subscribed by You. Additional fees, specified in the pricing packages on the ATZO Cloud website, will be charged for upgrading Your disk space on ATZO Cloud. Disk space measurement includes all of Your data and includes but is not limited to Web Pages, Files, Images, Videos, Logs, Backup, Emails, Databases, SQL data, Mailing List data and data in Your directories for virtual accounts. SMS is not responsible for measurements provided by individual control panel software, which is Third party software not controlled by SMS, which may or may not include all of Your data in their measurements.
11. Backup Files and Processing
- SMS does not guarantee the existence, accuracy or regularity of its backup services and therefore, You are responsible for making back-up files in connection with its use of the Services.
- You are responsible for properly configuring and using the Services and taking Your own steps to maintain appropriate backup of Your content.
12. Customer’s Responsibilities
- You are solely responsible for the development, content, operation, maintenance, and use of Your data.
- You are solely responsible for compliance of Your data with any policies, and the law.
- You are solely responsible for any claims relating to Your data.
- You are solely responsible for properly handling and processing notices sent to You (or any of Your affiliates) by any person claiming that Your data violates such person’s rights.
- You agree that You will not distribute, electronically transmit or display any materials supplied by You – or through You by a third party – to ATZO Cloud in connection with Your use of the Services which:
- Violate any state, federal or foreign laws or regulations;
- Infringe on any intellectual property rights (e.g. copyright, trademark, patent or other proprietary rights) of SMS or any third party;
- Are defamatory, slanderous or trade libellous;
- Are threatening or harassing;
- Are discriminatory based on gender, race, age or promotes hate which violate any of ATZO Cloud’s policy posted on ATZO Cloud’s Website including but not limited to any other policies and law.
- Contain viruses or other computer programming defects which result in damage to ATZO Cloud or any third party.
- You agree that You will not use the Services:
- For any unlawful purposes such as, but not limited to, vice, gambling or other criminal purposes whatsoever or for sending to or receiving from any person or displaying any message or posting which is offensive on moral, religious, communal or political grounds, or is abusive or of an indecent, obscene or menacing character;
- For any purpose which is against public interest, public order or national harmony;
- For defamatory, infringing, obscene or other unlawful materials;
- In connection with the infringement of the copyright, patent, trademark, trade secret or other propriety rights of any third party or rights of publicity or privacy;
- To resell the Services or otherwise provide the Services to anyone unless permitted by SMS;
- In violation of any laws relating to unfair competition, anti-discrimination or false advertising; or
- That result in distribution of viruses, Trojan horses, worms, time bombs, bots, or other similar harmful or any malware.
- You shall, prior to reporting a Service failure or problem, carry out all necessary steps to determine the cause of the Service failure or problem.
- SMS may suspend You or any End User’s right to access or use any portion or all of the Services immediately upon notice to You if we determine:
- You or an End User’s use of the Services,
- Poses a security risk to the Services or any third party;
- May adversely impact the Services or the systems or content of any other SMS customer; or
- May subject Us, our affiliates, or any third party to liability.
2. You are, or any End User is, in breach of this Agreement; or
3. If You have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of Your assets or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
14. Effect of Suspension
- If SMS suspends Your right to access or use any portion or all of the Services:
- You shall remain responsible for all fees and charges You have incurred through the date of suspension;
- You remain responsible for any applicable fees and charges for any Services to which You continue to have access, as well as applicable data storage fees and charges, and fees and charges for in-process tasks completed after the date of suspension;
- Your backed-up data will be kept in the ATZO Cloud for a period of thirty (30) days. After 30 days, your backed-up data will be permanently deleted from ATZO Cloud; and
- Any such suspension will not be a breach by SMS of this Agreement.
- SMS may terminate this Agreement immediately upon thirty (30) days notice to You:
- If SMS’s relationship with a third party partner who provides software or other technology SMS use to provide the Services expires, terminates or requires SMS to change the way SMS provides the software or other technology as part of the Services;
- If SMS believes providing the Services could create a substantial economic or technical burden or material security risk for SMS;
- In order to comply with the law or requests of governmental entities;
- If You are, or any End User is, in breach of this Agreement;
- If SMS determine use of the Services by You or any End Users or SMS’ provision of any of the Services to You or any End Users has become impractical or unfeasible for any legal or regulatory reason; or
- Without having to give any reason.
- SMS reserves the right to refuse Services to anyone. SMS, in its sole discretion, may immediately terminate this Agreement if:
- You engaged in any of the activities as spelled out but not limited to in Clause 12 above; or
- You commit a material breach of your obligations under this Agreement which is incapable of remedy; or
- You commit a material breach of your obligations under this Agreement which is capable of remedy but which is not remedied within thirty (30) days after the receipt of written notice of default from SMS; or
- You are insolvent or take any corporate action, or other steps are taken or legal proceedings are commenced for its winding up, liquidation or dissolution (other than for the purposes of solvent reconstruction on terms approved by the party proposing to terminate this Agreement) or for the appointment of a receiver, receiver and manager, official manager, liquidation, provisional liquidator, trustee or similar officer of it or of any or all of its revenues and assets, or
- In the event any equipment or combination thereof, including cloud computing services and software used by SMS in offering of its Services, become affected in their performance and/or functionality so as to render it impossible for SMS to continue to provide the Services. In such an event the sole extent of SMS’s liability shall be the refund of any advance Service Fees paid by You which will be pro-rated from the date of termination to the date of expiry of the contract.
16. Proprietary Rights
- As between You and SMS, You or Your licensors own all rights, titles, and interests in and to Your Data. “Your Data” includes information, documents, text, photo, video, email and other content posted, uploaded, published, displayed and backed-up by You or Your licensors on or through the Services. We obtain no rights under this Agreement from You or Your licensors to Your Data, including any related intellectual property rights. You consent to SMS use of Your Data to provide the Services to You and Your End Users. SMS may disclose Your Data to provide the Services to You or Your End Users or to comply with any request of a governmental or regulatory body (including subpoenas or court orders).
- You represent and warrant to SMS that:
- You or Your licensors own all rights, titles, and interests in and to Your Data;
- You have all rights in Your Data necessary to grant the rights contemplated by this Agreement;
- None of Your data, Your Submissions or End User’s use of Your data, Your Submissions or the Services will violate any policies or laws.
- If You provide any Suggestions to SMS or its affiliates, SMS will own all rights, titles, and interests in and to the Suggestions, even if You have designated the Suggestions as confidential. SMS and its affiliates will be entitled to use the Suggestions without restriction. You hereby irrevocably assign to SMS all rights, titles, and interests in and to the Suggestions and agree to provide Us any assistance we may require to document, perfect, and maintain our rights in the Suggestions.
- You will defend, indemnify, and hold harmless SMS, its affiliates and licensors, and each of their respective employees, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim concerning:
- You or any End Users’ use of the Services (including any activities under Your account and use by Your employees and personnel);
- Breach of this Agreement or violation of applicable law by You or any End User;
- Your Content or the combination of Your Content with other applications, content or processes, including any claim involving alleged infringement or misappropriation of third-party rights by Your Content or by the use, development, design, production, advertising or marketing of Your Content; or
- A dispute between You and any End User. If SMS or its affiliates are obligated to respond to a third party subpoena or other compulsory legal order or process described above, You will also reimburse SMS for reasonable attorneys’ fees, as well as SMS employees’ and contractors’ time and materials spent responding to the third party subpoena or other compulsory legal order or process at SMS’s then-current hourly rates.
19. Modifications to the Agreement
- SMS may from time to time, vary or modify the terms and conditions of this Agreement (including any Policies) by posting a revised version on the ATZO Cloud Website. The modified terms will become effective upon posting or, if ATZO Cloud notifies You by email, as stated in the email message. By continuing to use the Services after the effective date of any modifications to this Agreement, You agree to be bound by the modified terms. It is Your responsibility to check the ATZO Cloud Website regularly for modifications to this Agreement. ATZO Cloud last modified this Agreement on the date listed at the beginning of this Agreement.
- SMS may provide any notice to You under this Agreement by:
- Posting a notice on the ATZO Cloud Website; or
- Sending an email to the email address that is associated with Your account. Notices we provide by posting on the ATZO Cloud Website will be effective upon posting and notices we provide by email will be effective when we send the email. It is Your responsibility to keep Your email address current. You will be deemed to have received any email sent to the email address associated with Your Service Account when we send the email, whether or not You actually receive the email.
- To give Us notice under this Agreement, You must contact SMS as follows:
- We may update the email address or address for notices to Us by posting a notice on the ATZO Cloud Website. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three (3) business days after they are sent.
- All communications and notices to be made or given pursuant to this Agreement must be in the English language.
22. Law and Jurisdiction
- This Agreement shall be governed and construed in all respects in accordance with the laws of Malaysia and the parties hereto hereby submit to the jurisdiction of the Courts of Malaysia.
23. Force Majeure
- We will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, fire, flood, theft, labour disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
- Additional terms and conditions and policies set out in ATZO Cloud Website are in addition to this Agreement and SMS reserves the right to revise those terms and conditions from time to time. In the event of any conflict or inconsistencies between the provisions of this Agreement and any terms and conditions set out in ATZO Cloud Website, the terms and conditions set out in ATZO Cloud Website shall prevail.