Terms of Service
Hi, welcome to SalesCandy! We are an action-based leads management software as a service provider.
This Terms of Service (“TOS”) is a legally binding document that governs your subscription and use of our Services.
References to “SalesCandy”, “us” or “we” will mean Sales Candy International Sdn Bhd, and where appropriate, our subsidiaries or entities in our group of companies.
References to “you” shall refer to the legal person or entity that has contracted with us to provide the Services to you and your Users, as set out in the SalesCandy quotation signed by you.
References to “Users” shall include any individual users, including your employees, independent contractors or agents who are under your control or direction, and who are authorized by you to access and use the Services as part of your subscription with us.
In order to use our Services, you and your Users must first agree to and comply with the Google Play Store’s Terms of Service, and the terms and conditions of any other applications stores, browsers or platforms from which the SalesCandy App is accessed or downloaded.
While we will procure from your Users their express agreement to comply with our End User Terms of Service (“EUTOS”) when using the Services, any breach of the EUTOS by your Users, being individuals under your control or direction, may be deemed a breach by you of this TOS.
Interpretation
Account
- Means a SalesCandy account registered for you or your Users, the quantum, details and features of which are set out more specifically in your SalesCandy quotation.
API
- Means Applications Programming Interface.
Business Day
- A day (other than a Saturday, Sunday, gazetted national public holiday in Malaysia OR a non-business day as published on SalesCandy’s website).
Data Processor
- Has the meaning assigned to it in the PDPA, which is descriptive of SalesCandy’s role in processing data on your behalf when providing the Services to you.
Defects
- Means a defect, error or bug in the Service having a material adverse effect on the functionality or performance of the same, excluding any defect, error or bug caused by or arising as a result of:
Any misuse by the you or the Users of the Services;
A failure by you or the User to observe any of the obligations in this TOS;
An incompatibility between the Services and the Device;
The Device not meeting the Minimum Specifications;
Limitations inherent in the Device’s capability or compatibility;
Failure of the User to download or update the latest version of the SalesCandy App; or
Use of third-party applications that interferes or consumes resources of the Device in a manner that interferes with the smooth operation of the Services.
Device
- Any electronic device (including desktop computers, laptop computers, smart phones, smart watches, tablets, and any other mobile devices), on which the Services are accessed, downloaded and/or used.
Fees
- The fees payable to SalesCandy for the Services, and upon the additional terms as set out in SalesCandy’s quotations or invoices to you.
Intellectual Property
- Includes copyright and all worldwide rights conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trademarks and designs, logos, layouts, source codes, work flows and features, data and databases, confidential information, know how, trade secrets and all other rights resulting from intellectual activity. Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.
Leads
- Your existing or potential client, lead or prospect who have established contact or communication with you or your Users about your products or services directly, or indirectly through one or more of the Personal Data Sources.
Minimum Specifications
- Means the minimum specifications of a Device for the SalesCandy App to run optimally, including the specifications as listed below:
For the Android SalesCandy App:
Minimum requirement is Android 7.1 & above;
Android 8.1 is recommended;
2GB RAM;
Minimum 16GB Storage Space, 1GB available;
4.5-inch screen size; and
Google Play Store installed (for Firebase Cloud Messaging)
PDPA
- Means the Personal Data Protection Act 2010 of Malaysia and its regulations.
Personal Data
- Has the meaning ascribed to it in the PDPA of Malaysia, and includes personal data and sensitive personal data as further described in this TOS.
Personal Data Sources
- Means the sources from which Personal Data is collected by you or your Users and subsequently shared with us to process, which may change from time to time, and includes:
Websites, databases or contact lists owned or controlled by you or your Users;
Responses received online shared with us via an API or via an email parser;
Responses from advertisements placed online, including on social media platforms;
CandyNumber, being an automated response number inserted into any form of online or offline media advertisement posted by you;
CandyPixel, being a javascript that is embedded a webpage which listens to form submission events and submits data to our server;
CandyPage, being a feature of the Services allowing you to create and customize a webpage to collect Personal Data from Leads;
User’s Devices for which Personal Data was uploaded to, stored in or granted access to the SalesCandy App by the User; and
Details of your own Users provided by you or the Users themselves through the use of the Services.
SalesCandy App
- Includes:
any mobile-device based application released by SalesCandy; and
any browser-based application released by SalesCandy.
Services
- Means the lead management services and all elements and features constituting our services you have subscribed for, including access by your Users to the SalesCandy App, subject always to any specific services or variations set out in the quotation.
Super Manager
- Means a class of the User(s) granted administrative and monitoring features.
User-Generated Content
- Any content, information or data, whether of a textual, visual or aural in nature, posted or generated by the Users or through the Services, whether publicly accessible or not or when using the Services.
General
By using our Services you agree that you:
are authorized to and legally capable of entering into a binding agreement with us;
not in breach of any applicable laws by entering into a legal, contractual relationship with us;
have acquired and will maintain appropriate insurance coverage and any licenses applicable in the areas for which you or your Users will use the Services.
Access and use of the Services by your Users will require their respective consents to abide by the terms in the EUTOS. If your Users do not agree with or breach the EUTOS, they will not be allowed to use the Services under your subscription with us.
If you do not agree with our TOS, or, kindly refrain from using the Services.
This TOS supplements the quotations and invoices you entered into with us, but supersedes all prior agreements or arrangements we have with you.
The Services may contain links to your websites or third-party websites that are not owned or controlled by SalesCandy. We assume no responsibility for any third-party claims, losses, liability, damages and/or cost (including, but not limited to, legal fees) arising from the use by you or your Users of such websites. You and your Users must understand and agree to the terms of use of such websites, including their privacy policy, in order to use the Services.
Your Users are responsible for obtaining your own Device, internet connection, data, voice, SMS and for bearing the related telecommunication charges for using the Services.
If you violate the terms of this TOS or if any Users violate the EUTOS, we reserve the right to restrict, suspend or terminate the Services or the Account in violation immediately without any refund to you.
You acknowledge that complex applications like the SalesCandy App is never wholly free from security vulnerabilities and may contain Defects. Therefore, we provide no warranty or representation that the SalesCandy App will be wholly secure or free from Defects, and we shall not be responsible or liable for any Defects, unless directly attributable to our wilful default or gross negligence.
Changes to the TOS
We reserve the right, acting reasonably at all times, to modify, revise, change, amend, replace, remove, or withdraw the terms under this TOS by providing notice to you of the same.
Any legislative or technical updates to the TOS, including changes to our Minimum Specifications or changes to the applicable legislation, will be published on this page from time to time. So please check this page regularly to stay informed of the latest changes to the TOS. The latest published TOS shall replace any older version of the TOS. Continued use of the Services shall be deemed as acceptance of our latest TOS.
Prohibitions
You shall not and you shall take reasonable steps to procure your Users not to use the Services:
to commit or encourage a criminal offence or the breach of any laws in any jurisdiction;
to engage in activities or to submit User-Generated Content that solicits personal information for unlawful or unauthorized purposes;
to transmit or distribute a virus, trojan, worm, logic bomb, keystroke logger, spyware, or any other material which is malicious, technologically harmful, in breach of confidence, in breach of personal data protection laws in any jurisdiction, or in any way offensive or obscene;
in any manner that could damage, disable, overburden or impair any servers, networks, or interfere with any other party’s access and use of the Services;
to attempt to gain unauthorized access to the Services, other Users’ Accounts, computer systems or networks, or information not intentionally made available on or through the Services, through hacking, password mining or any other means;
to interfere with the proper operational integrity of the Services or any other activities conducted on the Services;
to remove, circumvent, disable, damage or otherwise interfere with security-related features of the Services;
to license, sub-license, sell, re-sell, transfer, assign, distribute or otherwise commercially exploit or make available to any unauthorized third-party the Services in any way;
to link to, mirror, or frame any portion of the Services;
to cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services;
to decompile, reverse engineer, or disassemble the Services;
to corrupt, mine or steal any data from the Services or third party services that supports the Services;
to harass, intimidate or cause annoyance;
to infringe upon the rights of any other person’s proprietary rights;
to send any unsolicited advertising or promotional material, i.e. spam;
to send and/or transmit any information or material including User-Generated Content which, in our opinion, is morally objectionable, false, menacing, or patently offensive in character with intent to annoy, abuse, threaten or harass any person;
in contravention of any third-party website terms;
and any of the breaches above whether committed by you or your Users will be grounds for suspension or immediate termination of the Account without any refunds.
You shall not, and you shall procure your Users to not to do the following in respect of the SalesCandy App:
modify, disassemble, decompile or reverse engineer the SalesCandy App;
rent, lease, loan, resell, sublicense, distribute or otherwise transfer the SalesCandy App to any third-party or use the SalesCandy App to provide time sharing or similar services for any third-party;
remove, circumvent, disable, damage or otherwise interfere with security-related features of the SalesCandy App, features that prevent or restrict use or copying of any content accessible through the SalesCandy App; or
delete the copyright and other proprietary rights notices on the SalesCandy App.
We will not be liable to you or your Users for any loss or damage you or your Users have suffered, and you shall indemnify us against any loss or damage we have suffered, that is caused directly or indirectly by your breach or your User’s breach of the terms above or due to improper use of the Services.
Account and Security
All information you provide to us for the creation of Accounts for you or your Users are regarded as representations by you, and must be truthful, up to date and accurate.
You and your Users are responsible for keeping Devices secure, preventing unauthorized access to the relevant Account, and backing up or exporting your own data that you are authorized to retain into a separate location. We are not liable for any loss of such data arising from failure to back-up or export such data periodically.
You shall, and you shall procure that your Users, take active steps to secure the Devices, including setting a screen lock and password for the Devices. We will not be liable for any loss or breach of data arising from you or your Users’ failure to secure the Devices.
You and your Users will be solely responsible for the use of the relevant Account, and any acts or omissions arising from the relevant Account, whether or not such acts or omissions are authorized or done by the person the Account was registered for.
Access to the Services or the Account may be restricted, de-activated or suspended without prior notice if we have not received timely payment of any Fees due for the Services.
You shall, and you shall procure your Super Manager to, notify us if your Users:
become aware of any unauthorized use or breaches of their Account, or if their login details are no longer secure and confidential; or
lose or misplace the Device.
You shall update, and you shall procure your Users to update, the information contained in your Account promptly or inform us of any changes in the information provided when registering the Account.
Devices and SalesCandy App
The Device used to access the Services through the SalesCandy App must meet the Minimum Specifications. We do not warrant that the SalesCandy App will be compatible with the Device. The Minimum Specifications may change from time to time in our sole discretion.
In order to access and use the Services through the SalesCandy App, we grant you a non-exclusive, non-transferable, revocable license to access, download and use a copy of the SalesCandy App. The foregoing license is not a sale of the SalesCandy App or any copy thereof, and SalesCandy or its third-party licensors or vendors retain all right, title, and interest in and to the SalesCandy App and any copy of the same.
The Services require a stable connection to the internet and availability of mobile data or Wifi to be fully functional. We are not responsible for any reduced or non-accessibility to the Services resulting from poor internet connection or lack of mobile data on the Device.
SalesCandy may from time to time release new versions of the SalesCandy App, and may automatically update the version of the SalesCandy App that is being used on the Device. You consent to such automatic updating of the SalesCandy App on the Device, and that SalesCandy will not be liable for any loss of data or leads, delays or downtime due to such updates.
Depending on the update, the Services may not be accessed until the latest version of the SalesCandy App is downloaded or updated and any new terms are accepted.
Third-Party Service Features
The Services interoperates with and utilizes a range of third-party service features such as Amazon Web Services and Twilio. Any third-party code or feature that is available in the Services may be covered by an open source or third-party end user license agreement authorizing use of such code, for which you agree and shall procure that your Users to observe the terms and agreements set by such third parties.
If a third-party feature provider ceases to provide that feature, we may opt for another third-party to provide similar features. However, if we, after taking reasonable measures to do so, are unable find an alternative third-party provider, or if it is not commercially or technically feasible to engage an alternative third-party provider, we reserve the right to no longer make available the affected feature without liability to us but will do our level best to ensure that such features are made available in the future.
User-Generated Content Submission
We reserve the right to access, review, monitor, censor or delete all User-Generated Content submitted, stored or uploaded in the course of using the Services, at any time and for any reasons whatsoever. However, we are not responsible for any User-Generated Content posted by you or your Users and for the consequences of submitting and publishing any User-Generated Content on the Services.
You represent that you and your Users have the necessary licenses, rights, consents and permissions to publish the User-Generated Content.
You hereby grant us a license to use all relevant intellectual property in and to such User-Generated Content submitted through the Services, which shall be deleted upon the termination of your subscription with us according to this TOS.
You and your Users shall not submit User-Generated Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, hateful, dangerous, threatening, misleading, contain nudity or sexual content, or User-Generated Content that be construed as constituting harassment and cyber bullying or that could endanger a person, or User-Generated Content that we, in our sole and absolute discretion, is deemed not suitable for publishing on the Services.
You and your Users shall not submit User-Generated Content that contains third-party copyrighted material, or material that is subject to other third-party proprietary rights, unless written permission from the rightful owner of the material is granted to do so.
We may remove or delete any User-Generated Content, at our sole discretion, without notice to you or your Users. We shall not be liable to you or your Users for any losses or damage suffered arising directly or indirectly from any deletion or removal of submitted User-Generated Content.
Force Majeure
In no event shall we be responsible for any failure or delay in the performance of our obligations under this TOS arising out of or caused by, directly or indirectly, forces beyond our control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, it being understood that the we shall use reasonable best efforts which are consistent with accepted practices in the technology and information technology industry to resume performance of our obligations as soon as practicable under this TOS.
Notices
Any notice required or permitted to be given under this TOS, questions, requests, complaints, and disputes shall be given in the form of an email to:
if to be sent to us, to support@salescandy.com;
if to be sent to you, to the email address of your Super Manager’s account.
Limitation of Liability
The Services and the SalesCandy App are provided to you on an “as is” and “as available” basis without any guarantees or warranties to you. Unless expressly stated to the contrary to the fullest extent permitted by law, we expressly exclude all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity and shall not be liable for any damages whatsoever, including but without limitation to any direct, indirect, special, consequential, punitive or incidental damages, or damages for loss of use, profits, data or other intangibles, damage to goodwill or reputation, or the cost of procuring substitute services, arising out of or related to the use, inability to use, performance or failures of the Services or the SalesCandy App, delay or interruption in the services, and any materials posted thereon, irrespective of whether such damages were foreseeable or arise in contract, tort, equity, restitution, by statute, common law or otherwise. Without prejudice to the foregoing, our liability shall be capped at the most recent 3 months of Fees paid to us in respect of the Account giving rise to the damages.
It may be possible to access or use the Services while offline for up to 24 hours after termination of an Account. We shall not be responsible for any damages arising from the offline access or misuse of the Services after termination of the Account.
While we will use our best efforts in adhering to the service levels set out in this TOS, we will not be liable for any interruptions in the Services, errors, delays, data loss or other technical problems. We recommend that you and your Users always keep a copy of any data or information that you have uploaded to the Services in case of any service interruption or failure.
This disclaimer shall not affect our liability for death or personal injury arising from our negligence, nor for fraudulent misrepresentations, misrepresentation as to a fundamental matter or any other liability which cannot be excluded or limited under applicable law.
Personal Data
In providing the Services, we act in the capacity of a data processor (as defined in the PDPA) in respect of the Personal Data belonging to you, your Users, Leads or any other third party that we will receive from the various Personal Data Sources, and we will process such Personal Data on your behalf.
In the context of this TOS, “Personal Data” expressly includes, but is not limited to, the full name, identity card number, passport number, phone number, and e-mail address of your Users and/or Leads, and may even include sensitive personal data (as defined in the PDPA).
By using our Services and in acknowledgement of your role as a data user:
you will make available to your Users and your Leads a PDPA-compliant personal data notice or any equivalent at the earliest possible opportunity prior to collecting Personal Data from the said data subjects;
you will procure the necessary consents from your Users and your Leads to you using their Personal Data as a data user in the manner set out in your own privacy notice at the earliest possible opportunity, prior to transferring the Personal Data to us to process. Procurement of consent includes you providing the data subjects a weblink to your privacy notice and by confirming that they have read and consented to the same, or where applicable, ensuring that your Users have sought verbal or written consent from data subjects when obtaining their Personal Data through other offline means; and
to the extent that you and your Users will provide or have provided to us Personal Data of any Users, Leads or other third parties, your privacy notice shall inform the data subjects that their Personal Data will be provided to and processed by third party processors such as SalesCandy, and that you have taken all necessary steps to obtain their express consent to the processing of their Personal Data by us in accordance with this TOS.
We may from time to time, inform you of the specific types of permissions (especially where required by law) and Personal Data that we require in order to provide the Services to you, and you shall take all necessary steps to inform and procure the consents from your Users and your Leads (where applicable). We will not be liable for your failure to provide us with the requested Personal Data or to procure the consents from the relevant data subjects.
In order to access the Services through the mobile application version of the SalesCandy App, we will request directly from the Users the various permissions for the Device, including but not limited to:
allowing us to take screenshots, pictures or record videos;
allowing us to access the contact book;
allowing us to make and manage phone calls;
allowing us to send and view SMS messages;
allow us to access photos, media, and files; and
allow us to access the Device’s location.
(collectively, the User’s “Permissions”)
To provide the Services as an action-based leads management services provider, we may also need to collect the following Personal Data:
the name, phone number, email, designation, call & SMS history, and details of the User’s organization;
the User’s or the Device’s IP address and GPS tracking information;
details and content of the User’s meetings, phone calls, emails, agendas, outcomes, actions to follow up, minutes and other documents transferred, uploaded or stored through the SalesCandy App; and
the User’s questions, comments, queries or feedback from engagement activities submitted to us.
The purposes for which Personal Data belonging to your Users and your Leads are collected and channeled to us will be to render the Services to you, particularly to;
Verify the identities of your Users;
Process, qualify and routing information including Personal Data of your Leads to your Users for purposes that the Leads have consented to;
Track the patterns of interaction and response times of your Users with your Leads. This includes:
Allowing Users to upload through the SalesCandy App permitted information about Leads;
Allowing Leads to be connected with or contacted by the Users, subject to the Leads having consented;
Recording the times and duration of communication or conversations between Users and Leads; and
Recording the SMS or messages through the Device between Users and Leads only.
Allow us to perform onboarding for you or your Users;
Allow us to respond to your User’s enquiries and complaints; and
Allow us to troubleshoot any issues and bugs arising in respect of the Services or the SalesCandy App.
As we are only a data processor, any requests for access to, correction or inquiries regarding Personal Data of your Leads or your Users that are directed to us in the course of performing the Services to you (collectively, “Personal Data Requests”) shall be routed and redirected to you to address. Depending on your own personal data and privacy policy, you shall respond to such Personal Data Requests to your Leads or your Users directly, and our obligations will be limited to dealing directly with you only (and not your Leads or Users) on any Personal Data Requests.
You shall notify us of any requests, questions, or complaints by any Users or Leads in respect of their own Personal Data directed to you, and upon receiving such notification and instructions from you, we commit to effecting the action in our databases, as requested or instructed by you.
We treat personal data protection very seriously and understand that you do too. As such, we undertake:
to comply with the provisions of the PDPA in providing you the Services;
to ensure all relevant Personal Data is kept secure and shall adopt acceptable industry standards, security practices and systems applicable to the processing of the Personal Data, and take prompt remedial action against unauthorized access, breaches, copying, modification, storage, reproduction, display or distribution of the Personal Data processed on your behalf;
to take reasonable precautions of acceptable industry standards to preserve the integrity of the Personal Data and prevent any corruption, leakages or loss of Personal Data;
to cooperate with security investigations on data breaches as reasonably requested or initiated by you or any relevant authorities;
that during the term of your subscription of Services, we shall only make copies of the Personal Data to the extent reasonably necessary for the provision of the Services, including back-ups, mirroring, security, and disaster recovery, and copies of Personal Data only shall be deleted after a reasonable time from the termination of the Services. For the avoidance of doubt, any non-personally identifiable data we collect shall not be included in this provision;
not to extract, re-utilize, use, exploit, redistribute, disseminate, copy, or store the Personal Data other than for the provision of the Services;
not to sell to third parties or undertake any commercial activity with the Personal Data other than for the provision of the Services;
not to initiate contact, interaction, or communication with any of your Users or your Leads directly or independently, unless your Users or your Leads first contact us, or except as necessary under law; and
not to request from your Leads directly any of their Personal Data unless done so on your behalf or as instructed by you.
We will not disclose any Personal Data to any third party without your consent except to our relevant staff, professional advisers, vendors, suppliers, agents, contractors, service providers, business partners, insurance companies, banks and/or financial institutions, within or outside Malaysia, where absolutely necessary for the purposes mentioned above, and to any party who undertakes to keep your Personal Data confidential, or to whom we are compelled or required under the law to disclose to.
The SalesCandy App and the Services interoperate with a variety of third-party services, and as such we may be required to share Personal Data processed by us with other third-party service providers. We will be able to furnish the relevant details of such third-party service providers upon your written request to us. We will also ensure that the third-party service providers, including inserting contractual obligations with our third-party service providers, will maintain and adhere to similar or higher standards of data protection as we do.
Notwithstanding the above, we may disclose Personal Data or transfer Personal Data to a country outside of Malaysia including but not limited to the following situations (i) where our database or server may be located, provided that it is in a jurisdiction with a system of protection of personal data that has substantially similar or higher standards as provided under the PDPA, (ii) if and when required by law, or upon notice to your Users or Leads in the event of mergers by or acquisition of SalesCandy, or transfers within SalesCandy’s group of companies.
If you have reasonable grounds to believe that we, through the provision of the Services, are in possession of or are provided with Personal Data of persons under the age of 18 for which needs to be deleted, please contact us so that we will be able to take appropriate action requested by you.
By using the Services, we are not liable for:
any Personal Data that you disclose intentionally or unintentionally;
any of your breaches of the PDPA;
any complaints and actions brought about by Leads, Users and other data subjects which are not directly attributable to our acts or omissions; and
any loss or damage suffered by you, your Users or Leads arising from the unauthorized disclosure of Personal Data belonging to third parties or your breaches of the PDPA.
You shall indemnify us against any actions or losses brought about by any misuse attributable to you or your Users of Personal Data.
Non-Personally Identifiable Data:
You agree and shall take reasonable steps to inform your Users and your Leads that in the course of providing you the Services, we do also collect non-personally identifiable information of Users or Leads, including:
You agree and shall take reasonable steps to inform your Users and your Leads that in the course of providing you the Services, we do also collect non-personally identifiable information of Users or Leads, including:
Postal address;
Mobile phone or data usage history, rates and patterns;
Demographics and statistics;
The number of duration of calls, SMS, instant messages, and other communication between Leads and Users;
Log data such as Internet Protocol(“IP”) Address or any other location based data;
Browser version;
SalesCandy pages visited by the User or Leads, including the time, data and duration of those visits; and
Any other non-personally identifiable data deemed relevant by SalesCandy.
We collect the aforementioned non-personally identifiable information for the purposes of:
Improving the Services;
Machine-Learning and developing artificial intelligence;
Big data analysis;
Compiling and publishing of non-personally identifiable data and statistics for commercial use.
Cookies are files with small amount of data that is commonly used an anonymous unique identifier. These are sent to your browser from the website that you visit and are stored on a Device. The SalesCandy App uses cookies to collect information and to improve our Services. The user of the Device may be given the option to either accept or refuse these cookies. If our cookies are refused, some portions of our Services may not be accessible.
We are under no duty or obligation to verify the completeness, accuracy or sufficiency of any Personal Data shared with us from the Personal Data Sources.
Should you have any questions or requests regarding our Personal Data policies and practices, kindly email us.
13. Intellectual Property
We are the owner (or the authorized licensee, where third party services or applications are used) of all Intellectual Property in the SalesCandy App required in providing the Services.
Ownership of User-Generated Content submitted to the Services shall remain with the party that submitted the User-Generated Content, as further set out below.
We grant you and will grant your Users via the EUTOS, a non-exclusive, non-transferable, revocable license to access and use the SalesCandy App for the purposes of receiving the Services. This license is revocable upon breach of this TOS or EUTOS by you or your Users respectively.
You and your Users will retain all of the Intellectual Property in the User-Generated Content submitted by the respective party. However, by submitting User-Generated Content, you, and you shall procure your Users, to grant us a worldwide, non-exclusive, royalty-free, sub-licenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User-Generated Content in connection with the Services and SalesCandy’s and its affiliates' business, including for promoting and marketing part or all of the Services in any media formats and through any media channels.
The above licenses granted by you and your Users in User-Generated Content submitted to the SalesCandy App will be automatically revoked within 12 months after you or your Users remove or delete its User-Generated Content from the SalesCandy App. You agree, and you shall procure that your Users to agree, that we may retain, but not display or distribute copies of the User-Generated Content that have been removed or deleted on the SalesCandy App.
14. Your Representations and Warranties
You represent and warrant that:
You and your Users have all necessary authority, rights and permissions to submit the User-Generated Content and grant the licenses described in this TOS;
the User-Generated Content is accurate, current and complete;
the User-Generated Content and your use of the Services shall not infringe or misappropriate any copyright, trademark, trade secret, patent, or other Intellectual Property Rights of any third-party or violate any other rights of third parties, including, without limitation, any rights of privacy or publicity or any contractual rights;
the User-Generated Content and use of the Services shall not violate any applicable law or regulation or cause injury to any person; and
use of the Services shall not violate any agreements between you and a third-party.
15. Indemnity
You agree to indemnify, defend and hold us and our directors, shareholders, employees, partners, agents, contractors, directors, suppliers, vendors and representatives harmless against third-party claims, losses, liability, fines, penalties, damages and/or cost (including, but not limited to, legal fees) arising from your use of the Services, (whether authorized or unauthorized), your dealings with other Users, your breach of applicable laws and regulations, your breach of third-party rights, or your breach of the TOS.
16. Mandatory Termination & Suspension
We reserve the right to terminate or suspend your Services without notice or cause, in our sole discretion, for any reasons including, but not limited to:
Your breach of this TOS, or your Users’ breach of the EUTOS;
Your conduct, or your User’s conduct, being detrimental to the business interest or reputation of SalesCandy;
Your breach, or your User’s breach, of any applicable laws & regulations; and
Your breach, or your User’s breach, of any third-party rights.
Except as otherwise set out in this TOS, upon mandatory termination of the Services by us for any of the above reasons, any Fees paid to us shall not be refunded.
17. Invalidity
If any terms in this TOS shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
18. Independent Contractor
We provide the Services as independent contractor to you, and no other relationship (e.g. joint venture, agency, trust or partnership) shall be created between you and SalesCandy.
19. No Transfer
Neither party shall transfer, novate or assign any rights or obligations under this TOS to anyone else without the other’s consent.
20. Entire Agreement
This TOS, the SalesCandy quotations and invoices shall constitute the entire agreement between you and SalesCandy and supersede all preceding and contemporaneous agreements between you and SalesCandy. Any waiver of any provision of the TOS will be effective only if in writing and signed by us.
21. Governing Law and Jurisdiction
This TOS, including both contractual and non-contractual disputes or claims, is governed by, and shall be construed in accordance with the laws of Malaysia and be subject to the exclusive jurisdiction of the courts of Malaysia.
22. Complaints and Disputes
Prior to commencing any legal action against each other, we shall first attempt to settle a dispute expeditiously and in good faith.
SERVICE LEVEL COMMITMENT
1. Uptime
Except for any scheduled downtimes as announced on support.salescandy.com at least 3 Business Days in advance, SalesCandy will use all reasonable commercial efforts to ensure that the Services are available to you 99.9% of the time in any calendar month.
2. Incident Resolution
2.1 Upon receiving any incident report via:
Email submitted to support@salescandy.com, or
Via the Support Portal at support.salescandy.com,
SalesCandy will provide (i) diagnosis of problems or performance deficiencies of the Services and (ii) use all reasonable commercial efforts to cure reported errors in the Services within the response times stated below.
2.2 SalesCandy, at its sole discretion and determination, generally categorizes reported problems into two (2) severity levels :
Priority Issue (“P1”)
This applies to any faults in the Services caused by bugs which cannot be remedied by SalesCandy via an alternative work-around.
For faults falling under Level P1, the fault will be remedied via a patch rollout within 5 Business Days from when the fault is first reported to and received by SalesCandy in writing.
Priority Issue (“P2”)
This applies to any faults in the Services caused by bugs which can be remedied by SalesCandy via an alternative work-around.
For faults falling under Level P2, the fault will be remedied via a patch rollout within 10 Business Days from when the fault is first reported to and received by SalesCandy in writing.
2.3 SalesCandy may require you to replicate any reported bugs in the event SalesCandy is unable to replicate the reported bugs.
2.4 If the reported bugs cannot be replicated by both parties after reasonable attempts have been made to replicate such bugs, SalesCandy may opt to regard the bug as resolved or patched.