Terms and Conditions
Turbo DMS Terms & Condition – Rev 1.0.3
This Software End User License Agreement (“Agreement”) is a binding agreement between you (“End User” or “you”) and Auto Craver Tradings Sdn Bhd (“Turbo DMS or us”). This Agreement governs your use of the Turbo DMS Software. The Turbo DMS Software is licensed, not sold, to you.
BY USING THIS SOFTWARE YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS THE TURBO DMS SOFTWARE.
1. LICENSE GRANT. Subject to the terms of this Agreement, Turbo DMS grants you a single use, limited, non-exclusive, and non transferable license to:
a. Create a multiple login identity for the use on more than one computer or other Internet enabled device at any one time strictly in accordance with the Turbo DMS Software’s documentation;
b. Access and use the Content and Services (as defined in the applicable Order Form) made available in or otherwise accessible through the Turbo DMS Software, strictly in accordance with this Agreement.
2. LICENSE RESTRICTIONS. Licensee shall not:
a. Copy the Turbo DMS Software, except as expressly permitted by this license;
b. Modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Turbo DMS Software;
c. Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part thereof;
d. Remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Turbo DMS Software, including any copy thereof; or
e. Rent, lease, lend, sublicense, assign, distribute, publish, transfer, or otherwise make available the Turbo DMS Software, or any features or functionality of the Application, to any third party for any reason, including by making the Turbo DMS Software available on a network where it is capable of being accessed by more than one device at any time.
3. RESERVATION OF RIGHTS. You acknowledge and agree that the Turbo DMS Software is provided under license, and not sold to you. You do not acquire any ownership interest in the Turbo DMS Software under this Agreement, or any other rights thereto other than to use the Turbo DMS Software in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Turbo DMS reserves and shall retain its entire right, title and interest in and to the Turbo DMS Software, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
4. TERMINATION. This License is effective until terminated. Your rights under this License will terminate automatically without notice from Turbo DMS if: (a) you fail to comply with any term(s) of this License, or (b) the Turbo DMS Agreement creating the right for this License is terminated. Termination of this Agreement will not limit any of Turbo DMS rights or remedies at law or in equity.
5. UPDATES, UPGRADES AND SUPPLEMENTS. From time to time, Turbo DMS may, in its sole discretion develop and provide updates, which may include upgrades, bug fixes, patches other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also (i) contain materially new features not included in the Turbo DMS Agreement (ii) may be priced and offered separately as optional additions to the Turbo DMS Software and (iii) are not a part of this License unless there is a Turbo DMS Agreement or Addendum to an existing, valid Turbo DMS Agreement which covers the new or additional features.
7. CONFIDENTIALITY AND COMPANY (END USER) DATA. TURBO DMS will treat all data collected as private and will not share, distribute or allow access to any company (end user) data without prior approval from company (end user).
8. THIRD-PARTY MATERIALS. The Turbo DMS Software may display, include, or make available third party content (including data, information, applications, and other products, services, and/or materials) (“Third-Party Materials”). You acknowledge and agree that Turbo DMS is not responsible for Third- Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Turbo DMS does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third- Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third-parties’ terms and conditions.
9. FEES AND PAYMENT. You will pay all fees specified in the invoice. Except as otherwise specified herein or in an Order Form,(i) fees are based on Services and Content subscriptions purchased and not actual usage, (ii) payment obligations are noncancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.
a. Invoicing and Payment. You will provide Us with valid and updated credit card information, or with a valid purchase order or through an online confirmation, or any alternative document reasonably acceptable to Us. If You provide credit card information to Us, You authorize Us to charge such credit card for all Purchased Services listed in the Order Form for the initial subscription term and any renewal subscription term(s). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form or the invoice. If the Order Form or the invoice specifies that payment will be by a method other than a credit card, We will invoice You in advance and otherwise in accordance with the relevant Order Form or invoice. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.
b. Overdue Charges. If any invoiced amount is not received by Us by the due date, then without limiting Our rights or remedies, (a) your account will be blocked (b) We may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section (9a) (Invoicing and Payment).
c. Suspension of Service and Acceleration. If any amount owing by You under this or any other agreement for Our services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full. Other than for customers paying by credit card or direct debit whose payment has been declined, We will give You at least 10 days’ prior notice that Your account is overdue, before suspending services to You.
d. Payment Disputes. We will not exercise Our rights under Section (9b) (Overdue Charges) or (9c) (Suspension of Service and Acceleration) above if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
e. Taxes. You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this Section (9e), We will invoice You and You will pay that amount. For clarity, We are solely responsible for taxes assessable against Us based on Our income, property and employees.
f. Future Functionality. You agree that Your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Us regarding future functionality or features.
10. LIMITATION OF LIABILITY. To the maximum extent permitted by law, in no event shall Turbo DMS be liable for personal injury, property damage or an incidental, special, indirect or consequential damages whatsoever, including, without limitation, damages for loss of profits, loss of data, business interruption or any other commercial damages or losses arising out of or related to your use or inability to use the Turbo DMS software, however caused, regardless of the theory of liability (contract, tort or otherwise) and even if Turbo DMS has been advised of the possibility of such damages. some jurisdictions do not allow the limitations of liability for personal injury, or of incidental or consequential damages, so this limitation may not apply to you. In no event shall Turbo DMS total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty Malaysian Ringgit (RM50.00). The forgoing limitations will apply even of the above stated remedy fails of its essential purpose.
11. INDEMNIFICATION. You agree to indemnify, defend, and hold harmless Turbo DMS and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, action, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorney’s fees, arising from or relating to your use or misuse of the Turbo DMS Software or your breach of this Agreement, including but not limited to the content you submit or make available through the Turbo DMS Software.
12. WARRANTY & DISCLAIMER. Turbo DMS shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Turbo DMS or by third-party providers, or because of other causes beyond Turbo DMS’s reasonable control, but Turbo DMS shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, Turbo DMS does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND TURBO DMS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
12. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of Malaysia. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Turbo DMS Software shall be instituted exclusively in the federal courts of Malaysia.You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
13. SEVERABILITY. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue if full force and effect.
14. COMPLETE AGREEMENT; GOVERNING LANGUAGE. This License constitutes the entire agreement between you and Turbo DMS with respect to the use of the Turbo DMS Software licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by an officer of Turbo DMS.
15. CHANGE TO AGREEMENT. Turbo DMS reserves the right to update and change these terms from time to time without notice and at its sole discretion. Any change to agreement will be notified to End User. The End User are obliged to check the Turbo DMS website (http://www.goturbo.my) for the changes.