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TERMS & CONDITIONS

ZoomIn (Powered By KryptoPOS) Digital Location Marketing Software Terms & Conditions of Use

Last Updated: March 1st, 2020

PLEASE READ THESE CONDITIONS CAREFULLY. BY ACCESSING OR USING THE ZoomIn (Powered By KryptoPOS) SERVICE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS IF THIS AGREEMENT, DO NOT ACCESS OR USE THE ZoomIn (Powered By KryptoPOS) SERVICE.

TERMS

We, Krypto Pos Sdn Bhd, a private limited company established under the laws of the Federation of Malaysia, having its registered office at 272, Jalan Usj 9/5Q, Subang Business Centre, 47620 Subang Jaya, Selangor (hereinafter referred as “ZoomIn“, “KryptoPOS“, “we“ or “us“).

These terms of service (“Terms“) are a legal agreement between you (“you,” “your”) and, to set out the terms and conditions for your use of ZoomIn’s Services.

The person or organization entering into these Terms as a user of the Services, together with all individual users accessing the Services on that person’s behalf (together, “you“ or “Users“).

You are required to read our Terms from time to time. By accessing or using the Services, it shall be considered as your approval and acceptance to our Terms, thus, you agree to be bound under each provision stated in our Terms. If you do not agree with any term or provision in these Terms, please cease to use the Services.

All rights not expressly granted to Users in these Terms are reserved by ZoomIn.

A. General obligations of ZoomIn

  1. The general obligations incumbent on ZoomIn result from the Product descriptions, which may be reviewed on ZoomIn,’s website, which are subject to change at any time.
  2. ZoomIn develops and markets a Location Marketing Software Platform that allows companies to evaluate, publish and update their Location Data, such as their company name, address, contact details, photos, logos, on a number of different platforms (“Publication Partners”) and to include additional related services
B. Transmission and processing of Location Data
  1. ZoomIn provides a Platform to the Client, subject to each of the aforestated availability, policies and procedures. The Client will use the Platform to transmit all relevant acquired Location Data (transmission in a format specified by ZoomIn) of himself in accordance with the scope and specifications provided for in the Contract.
  2. The Platform is subject to continuous improvement and adjustment. All key functions offered by the Platform are accessible via the API. It is the Client’s own responsibility to regularly check the Platform/Products for any changes made. The use of Platform by the Client will be for its own risk and account.
  3. Upon signing of the Agreement, the Client may provide Location Data to ZoomIn. The Location Data must be provided to ZoomIn in accordance with the guidelines, timeframes and requirements as described on the Platform. ZoomIn accepts various delivery formats, including flat file format types as well as delivery per API, documentation of which is available on the Platform. The day on which the Client provides the Location Data to ZoomIn is hereinafter referred to as the “Ingestion Date”.
  4. Within the timeframes indicated on Platform, ZoomIn will perform a first check on the data. ZoomIn will be entitled to refuse certain data from further processing if the data do not comply with the requirements included on the Platform. The date on which ZoomIn communicates to the Client which data it will process will hereinafter be referred to as the “Validation Date”.
  5. The Location Data that ZoomIn has indicated to process will be considered as the Location Data “under management” by ZoomIn.
  6. The processing of the Location Data means all steps performed by ZoomIn between Ingestion Date until the data are ready to be submitted to publishing channels. In this process, ZoomIn normalizes, validates, enriches, refines and verifies all attributes of the original data. Besides geolocation accuracy checks will be performed to submit the highest level of content quality.
  7. Once processed, ZoomIn will submit the Location Data to third parties (the Publication Partners). The Client acknowledges that the subsequent processing of the Location Data by the Publication Partners may vary per Publisher. More information on each Publisher’s program and/or products can be found on the Platform.
  8. ZoomIn shall use commercially reasonable efforts to make the Location Data available to all of the selected Publication Partners and to procure that the selected Publication Partners publish as much Location Data of the Client as possible.
  9. The Client acknowledges and agrees that the publication and all Location Data are subject to the character restrictions, quality standards and other applicable content requirements of the Publication Partners, and that such contents may be fully or partially declined or modified at any time at the sole discretion of a Publication Partner and/or ZoomIn in order to render them compliant with these requirements. Possible reasons may, without limitation, include: (i) insufficient space, (ii) non-applicability of the Location Data for the Publication Partner’s application, (iii) the use of location sources other than from ZoomIn by the concerned Publication Partner, (iv) the publication and update cycle of a distribution partner, (v) potential problems on the part of ZoomIn in geocoding the entirety of Location Data and (vi) modification of the design and/or positions of a placement of Client content. The Client can therefore never hold ZoomIn liable for any of its Location Data not published by selected Publication Partners or for publication not within the timeframes as indicated on the Platform. The Publication Partners may in some cases require the Client to verify the Location Data (e.g. by mail or over the telephone requiring entry of a PIN number) prior to publication.
C. Obligation of the Client

The Client shall at all times comply with all laws, regulations and codes applicable in the country in which the registered office is located.

D. Assignment of rights

  1. ZoomIn grants the Client a non-exclusive and non-assignable right of use to the Products and associated functionalities it has developed and made available to the Client. The right of use may not be assigned to any third party.
  2. Prior to publishing the Location Data, the Publication Partners require ZoomIn to grant certain rights in relation to the data processing of as well as title in said data. ZoomIn therefore requires the Client to assign the rights specified in the following to ZoomIn.
    • a. The Client guarantees (i) it has the power and authority to enter into this Agreement and to grant ZoomIn and its Affiliates the rights granted herein; (ii) that he is authorised to use the Location Data for this purpose; (iii) that he is authorised to disclose the Location Data to ZoomIn and its Publication Partners; (iv) that the Location Data will not contain any viruses, spyware or other harmful code or materials; (v) that the Location Data constitutes a “primary” source of his own business listings data, i.e., it originates or is derived directly from him, versus being derived from any secondary or aggregated sources; and/or be officially approved in writing by him as an official source of his business listings data; (vi) that the Location Data will not contain any data, code or other materials that are subject to a GPL (GNU Public License) or LGPL (Lesser GNU Public License) license, ODbL (Open Database license), or any other license, that would impose obligations on ZoomIn or an Affiliate to distribute or disclose any data or software with which the Location Data is combined or to permit third parties to reverse engineer or replace any portions of any data or software with which Location Data is combined, that would require ZoomIn or an Affiliate to license patent rights to any party, or that would impose any other obligation or limitation on ZoomIn or an Affiliate not expressly set forth in this Agreement, and (vii) that the Location Data are current and accurate and that they are not pornographic, unlawful, harassing, defaming, offensive or in any other way inappropriate, that they do not glorify violence, are not harmful for underage persons and that they do not violate the rights of third parties. For the purpose of the Agreement, “Affiliate” means any (i) individual who or “Entity” (i.e., any corporation, firm, partnership, proprietorship, or other form of business organization) that in whatever country organized or resident, directly or indirectly, is controlled by, or is under common control with, or controls a Party; or (ii) Entity in which Party or any Entity in which any individual or Entity recited in Subparagraph (a) directly or indirectly has at least a fifty percent (50%) ownership or voting rights interest (whether through stock ownership, stock power, voting proxy, or otherwise), or has the maximum ownership interest it is permitted to have in the country where such Entity exists.
    • b. The Client grants a global, non-exclusive, transferable and gratuitous right (i) to collect, combine or modify the Location Data sent to the ZoomIn database, or to augment them with other data received by ZoomIn or its affiliated companies; (ii) to use the Location Data for ZoomIn-internal purposes; (iii) to sell, market, distribute, promote and advertise Products that contain Location Data; (iv) to disclose the Location Data and/or works derived from them to its Publication Partners (directly or via a sales chain) and (v) to indirectly grant use of the Location Data to the Clients of the Publication Partners via arrangements with the latter and (vi) to offer the continuation of ZoomIn’s services by another partner to the Client after expiration of the Initial Term and, if an agreement is reached between ZoomIn and Client, to assign the necessary rights to this partner. This assignment of rights does not extend to a disposal or other sales of Client materials made available and ZoomIn is expressly prohibited from doing so.
    • c. A deletion, addition or modification of Location Data by the Client will not affect the (sub)license ZoomIn has granted to its Publication Partners or its clients, provided such deleted, added or modified Location Data was used by said Publication Partner and/or its clients. The Client hereby acknowledges and agrees that ZoomIn is under no obligation to ensure the deletion of the concerned Location Data from any Products, systems or devices that are under the control of the contracting party, its clients or a third party after the Location Data (or a part of the Location Data) has been used by a Publication Partner and/or one of its Clients, and that it is neither required to ensure a non-modification or non-usage of the concerned Location Data by such Publication Partner, its clients or a third party.
    • d. ZoomIn is granted a right of use to the Client brand(s) for marketing purposes and written sales presentations and make use of the Client´s brand names/company name and logo for these purposes. This includes, among others, the ZoomIn website and blog, marketing materials, event and exhibition booths, PR and social media activities as well as advertising materials for sales partners.
  3. Except as expressly set forth herein, neither Party makes and expressly disclaims any warranties, whether express, implied, statutory or otherwise, including but not limited to warranties of merchantability, fitness for particular purpose or noninfringement

The terms of payment in case of an extension of the agreement will be individually agreed between ZoomIn and the Client.

E. Liability

  1. ZoomIn:
    • a. ZoomIn will only bear liability towards Client for wrongful conduct, wilful intent or gross negligence. This liability limitation does not apply if (i) ZoomIn has assumed an explicit guarantee towards the Client which has not been complied with by ZoomIn, (ii) in the event a material obligation on which the Client may ordinarily rely is breached to the Client´s detriment, (iii) in the event of injuries to life, limb or health caused by ZoomIn, (iv) and in the case of ZoomIn being prevented from rendering its contractual performances.
    • b. ZoomIn shall in particular not be held liable in cases of defective performance related to the respective Products that were fully or partly caused by wrong or inadequate handling of the Product by the Client. This is, for example, the case where a performance completed by ZoomIn is only activated by a manual operation performed by the Client.
    • c. In the event of a breach of a material obligation caused by negligence, excluding gross negligence, ZoomIn shall bear liability for damages that are typical for the Services.
    • d. ZoomIn shall in no case bear liability for consequential damages suffered by the Client, such as lost profits, unrealised efficiency gains, cost reductions and/or other indirect damages, with the exception of damages resulting from wilful intent.
    • e. Any limitation of liability in favour of ZoomIn also extends to its employees, subsidiaries, representatives and agents.
    • f. The liability of ZoomIn for services within the scope of First and Second Level Support is excluded.
  2. Client:

The Client shall indemnify ZoomIn against claims asserted by third parties on grounds associated with the publication of Location Data delivered by the Client. The Client shall compensate ZoomIn for all damages and costs incurred in relation to such claims (including the costs incurred for enforcing its rights) insofar as ZoomIn has correctly processed the Location Data in the meaning of the agreement and the claims are asserted on the grounds of the Client infringing against the guarantees stipulated above.

F. Term

  1. ZoomIn has the right to terminate the Agreement with immediate effect in case:
    • of a material breach by the Client, or repeated breaches (whether of the same or different obligations), the cumulative effect of which is a material breach of this Agreement, which breach is not cured within 30 days after written notice of the breach by ZoomIn, or which breach is not capable of being cured;
    • the Client suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;
    • bankruptcy, liquidation or dissolution of the Client.
  1. In case of the expiry of this agreement or a termination, ZoomIn is no longer obliged to comply with the above mentioned conditions.

 G. Confidentiality

  1. “Confidential information” means in this Agreement, all information relating to ZoomIn or the Client, as well as their respective business partners and all confidential information that was disclosed in circumstances that would cause a reasonable person to assume they are of a confidential nature, regardless whether the information is disclosed orally, figuratively, in writing or on another type of media. The Parties shall not disclose any confidential information without the prior written consent of the other Party. This includes the use of logos and names in publications for marketing or advertising purposes.
  2. Confidential information of a Party does not include information which: (i) was already known to the other Party, before it was made accessible by the disclosing party; (ii) is or becomes generally known without the other Party’s responsibility; (iii) was disclosed to the other Party by a third party without any transfer restriction; (iv) was developed by the other Party itself without using or referring to the confidential information of the protected Party; and/or (v) has to be disclosed based on a legally binding decision of a court, administrative or other authority. In this case the Party under the obligation to disclose shall inform the other Party immediately about the decision and consider protective measures the other Party may want implement.
  3. The obligation to confidentiality will continue to bind both Parties for a term of two (2) years after this Agreement has terminated or a period set forth by applicable law, whichever is longer.
  4. Notwithstanding anything to the foregoing, ZoomIn may disclose Confidential Information to its Affiliates, employees and agents on a need to know basis.
  5. The Parties agree to carry out such steps as may be necessary to reasonably ensure adequate data protection, corresponding with respective applicable law. In particular they undertake to take economically, technically and organizationally reasonable measures to protect any data connected or relating to the Agreement.
H. Miscellaneous
  1. Client shall not assign any of its rights under the Agreement, except with the prior written consent of ZoomIn, to any other third party for the duration of the term of this contract. The preceding sentence applies to all assignments of rights, whether they are voluntary or involuntary, by merger, consolidation, dissolution, operation of law or any other manner. Any change of control transaction is deemed an assignment hereunder. Any purported assignment of rights in violation of this Section K (1) is null and void.
  2. Unless notice specifically allows email as provided in such section, all communications or notices required or permitted by the Agreement shall be in writing and shall be deemed to have been given (i) on the date of personal delivery to an officer of or personally to the other Party, or (ii) the day following deposit when properly deposited for overnight delivery with a nationally recognized commercial overnight delivery service, prepaid, and addressed as provided in the Agreement, unless and until either of such Parties notifies the other in accordance with this Section K (2) of a change of address.
  3. No waiver by ZoomIn of any of the provisions of the Agreement is effective unless explicitly set forth in writing and signed by ZoomIn. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from the Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
  4. Certain provisions set forth herein, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of the Agreement, including but not limited to Sections H and J.
  5. The agreement is for the sole benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of the Agreement.
  6. ZoomIn shall not be held responsible for failure to perform or delay in performing any of its contractual obligations if such failure or delay is due to unforeseeable events beyond ZoomIn’s reasonable control (“Force Majeure”), including but not limited to acts of God, war, insurrection, epidemics, sabotage, labor disputes, strikes, lock-outs, shortage in material or energy, acts, orders or priorities of any government, embargo and any other cause whether arising from natural causes, human agency or anything beyond the reasonable control of ZoomIn. ZoomIn shall notify the Client in writing within one (1) week following the occurrence of any event of Force Majeure citing this Section in said notice and shall supply all relevant information about its effects on the performance of the Agreement. In case the duration of Force Majeure exceeds six (6) months, the Parties will have the right to terminate the Agreement immediately. Contractual obligations performed up to such date of termination shall be remunerated.
  7. This Contract is governed by the law of the Malaysia and must be interpreted in accordance with these laws. The Parties agree to exclude application of the United Nations Convention on the International Sale of Goods in its version from 1980.
  8. All disputes in relation to this Contract shall be litigated by a court of law in Malaysia with exclusive jurisdiction.
  9. The Parties agree that if any term, condition, obligation or restriction in this Agreement is breached and that the damages to the aggrieved Party are difficult or impossible to ascertain or quantify, the aggrieved Party shall be entitled to injunctive or other equitable relief, in addition to any other remedies which said Party may have at law.