This document consists of the following parts:
THE TERMS SET FORTH IN THIS AGREEMENT BETWEEN BID Resources SDN. BHD. ("BIDASIA") AND YOU ("YOU" OR "THE MEMBER") GOVERN YOUR USE OF THE WEBSITE AND THE SERVICES PROVIDED THEREBY. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, PLEASE CEASE ALL FURTHER USE OF THE WEBSITE. IF YOU HAVE ANY QUESTIONS CONCERNING THIS AGREEMENT, PLEASE CONTACT BID Resources Sdn. Bhd. BY USING THE "CONTACT US" FORM AT www.BidAsia.net/contactus.php.
PLEASE REVIEW THIS AGREEMENT CAREFULLY BEFORE YOUR FIRST USE AND EVERY SUBSEQUENT USE OF THE E-COMMERCE WEBSITE LOCATED AT www.BidAsia.net OR AFFILIATED WEBSITES (COLLECTIVELY, THE "WEBSITE").
You agree to permit BIDASIA to amend this Agreement in its sole discretion at any time by posting the amended terms of the Agreement on the Website, and you agree to abide by and be fully bound by such amended terms. The amended terms shall automatically be effective immediately after they are initially posted on the Website, and your continued use of the Website on or after such date constitutes your acceptance of the amended terms. This Agreement may not be otherwise amended except in writing signed by you and BIDASIA.
User ID and Password. BIDASIA team will assign a login ID and password for each buyer and seller. These buyers and sellers are collectively known as members. For security reasons, you may be required to enter your User Name and Password multiple times during a transaction or when undertaking an activity using the Website.
You are solely responsible for protecting your User Name and Password with the same degree of care that a reasonable person uses to protect his or her other confidential information. You may not disclose your Password to any third party or share your Password with any third party without the prior written consent of BIDASIA. You may not use your Password for any unauthorized purpose.
Member Information. As a Member, you agree that the information that you provided to BIDASIA (collectively, "Member Information"), are subject to the following terms and conditions:
BIDASIA acts solely as a passive conduit for the online distribution and publication of your Member Information, and you are solely responsible for your Member Information; provided, however, that BIDASIA reserves the right to use or take action with respect to any Member Information as BIDASIA deems necessary or appropriate in its sole discretion. We will not be liable to you for any actions that we may take in good faith or upon the advice of our counsel.
All of your Member Information, including without limitation your registration information and any information relating to Goods or Services that you seek to buy or sell through the Website, and any of your actions involving the use of the Website or the services provided thereby: (i) will be accurate and complete and will not be fraudulent, fictitious, counterfeit, defamatory, libelous, threatening, harassing, misappropriated, stolen or otherwise unlawful or illicit; (ii) shall not infringe the intellectual property rights or other proprietary rights of any third party, including without limitation copyrights, patents, trademarks, trade secrets or rights of publicity or privacy; (iii) shall not violate any law, statute, ordinance, or regulation ("Law"), including without limitation those Laws governing export control, munitions controls, mislabeling, consumer protection, transportation of hazardous materials, drugs, health, unfair competition, or false advertising; (iv) shall not involve the purchase or sale, or offer for the purchase or sale, of any Prohibited Items; (v) shall not contain any viruses, Easter eggs, kill switches, disabling devices, Trojan horses, worms, time bombs, bots, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data or personal information; and (vi) shall not link directly or indirectly to or include descriptions of Goods or Services that: (A) are identical to Goods or Services that you are selling via the Website but are priced lower than the reserve or minimum amount posted in your posting on the Website; or (B) are intended to create a market for such Goods or Services outside the Website; or (C) you do not have a right to link to or include. You will promptly notify BIDASIA of any changes to your Member Information.
You acknowledge and agree that BIDASIA's collection and use of Member Information, and BIDASIA's operation of the Website and the services provided thereby, in accordance with this Agreement in no way constitutes an actionable breach of any privacy or other right, whether in equity, law, contract or otherwise, and you hereby waive any and all such claims or rights of action whether foreseen or unforeseen.
If you believe that your Member Information has been copied in a way that constitutes copyright infringement, please provide BIDASIA with the following information: an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; a description of the copyrighted work that you claim has been infringed; a description of where the material that you claim is infringing is located on the Website; your address, telephone number and email address; a written and signed statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or applicable law; and a written and signed statement by you, made under penalty of perjury, that the information that you provide pursuant hereto is accurate and that you are the copyright owner or are authorized to act on the copyright owner's behalf.
3. Policies Governing Use of Website
No Violation of Applicable Law: You agree that you will comply at all times with all applicable Laws. You acknowledge that you are solely responsible for ensuring that the manner in which you transmit and receive information and use the Website complies with all Laws. You may not post on the Website or sell through the Website any Good or Service where such posting or sale could cause BIDASIA or any of its Affiliates to violate any applicable Law.
Prohibited Items: In particular, and without limiting the foregoing, BIDASIA does not allow listing, buying, selling or otherwise posting information about any Goods or Services that may be in any of the following categories ("Prohibited Items"). Such categories shall include but not limited to subversive, defamatory, obscene or pornographic materials or other content standards or breach of copyright, patent or other proprietary rights or in a manner which in the reasonable opinion of BIDASIA may adversely affect the use of the Website by other users of BIDASIA or the efficiency of the Website as a whole. This listing is subject to revision on an ongoing basis.
Fair Usage Policy: A Fair Usage Policy is necessary to ensure our application services (SaaS) are used fairly and our services operate reliably for all members. Resources provided on all our web services are all governed by this Fair Usage Policy. Our aim is to provide a fair access to our services to all our members. Therefore, we think to impose an actual figure on what we consider to be excessive use is not necessarily helpful and may penalize users unfairly. What is deemed excessive will be determined by a number of factors including (but not limited to) the length of time which your excessive usage continues for, as well as the amount of resources being used.
If, in our reasonable opinion, you have breached this Fair Usage Policy, or that your usage is excessive and is affecting BIDASIA services/systems and/or other users, we reserve the right to impose reasonable limits to reduce your usage without prior notice to you.
Using The Site Other Than For The Intended Purposes: You may not assign or resell the Website and the services provided thereby to another party or conduct any other development work based on it. Under no circumstances may you redistribute, or make any commercial use of the Website and the services provided thereby on a timeshare or service bureau basis, or otherwise generate income from the Website and the services provided thereby. The Website and the services provided thereby are to be used solely for e-bidding events in which you are an active participant.
At any time and with or without cause, BIDASIA may immediately terminate this Agreement or any or all of rights and privileges granted to you or any of the other Members hereunder, and BIDASIA may also suspend your Membership or refuse to provide you access to the Website or the services provided thereby. You may terminate this Agreement upon 60 days' prior written notice to BIDASIA. In no event shall any termination, suspension or refusal to provide access by either BIDASIA or you act to relieve you of any obligations which have accrued under this Agreement prior to the date of such termination, suspension or refusal.
5. Intellectual Property
Proprietary Technology and Software. You hereby acknowledge that the proprietary technology and software owned or licensed by BIDASIA or its licensors and used by BIDASIA and its Affiliates in the operation of the Website and the provision of services thereunder, and any derivative works, error corrections, modifications, enhancements, upgrades, new releases and new versions (collectively, the "Proprietary Technology"), are and shall continue to be solely owned by BIDASIA or its licensors, as applicable. This Agreement grants you the limited right to use the Proprietary Technology for the expressed purposes set forth herein, and this use will not result in the transfer of any ownership or other right, title or interest in or to any of the Proprietary Technology from BIDASIA or its licensors to you or any other party.
Other Intellectual Property Rights. You hereby acknowledge that BIDASIA’s trade names, trademarks and service marks (including without limitation "BidAsia.net", "BIDASIA", "BID Resources Sdn Bhd" and variations thereof), domain name, logo, graphics, content, configurations, images, displays, screens and other intellectual property and proprietary rights (collectively, "Other Intellectual Property") are and shall continue to be solely owned by BIDASIA. In addition, BIDASIA makes use of third party trade names, trademarks, service marks, domain names and logos (collectively, "Third Party Marks"), and those Third Party Trademarks are and shall continue to be solely owned by such third parties. You are not permitted to copy, redistribute, use or publish any of the Other Intellectual Property or Third Party Marks except as required to enable you to use the Website pursuant to the terms set forth in this Agreement.
You agree to indemnify BIDASIA and its Affiliates for and from any loss or damages, including reasonable attorneys' fees, arising from or relating to out of: (a) your use of the Website, including any alleged or actual violation of any Law directly or indirectly arising from such use; (b) any breach or alleged breach by you of the terms of this Agreement or of any Sale Agreement. (c) the misuse or misappropriation of Member Information supplied to you; (d) the Goods or Services offered to be sold or purchased by you, whether arising from the information concerning the Goods or Services provided by you for posting on the Website, the purchase and sale of such Goods or Services, the Sale Agreement, the delivery of such Goods or Services, the payment for such Goods or Services, or otherwise; and (e) communications sent to you from BIDASIA via electronic mail which are directly or indirectly related in any manner to this Agreement.
In particular, and without limiting the foregoing, because BIDASIA does not and cannot control the actions of its Members, in the event that you have a dispute with one or more Members, you hereby agree to indemnify and release BIDASIA and its Affiliates from any and all claims, demands, liabilities, losses and damages (both actual and consequential) of every kind and nature, whether known or unknown, suspected or unsuspected, and disclosed or undisclosed, arising out of or in any way connected with such dispute.
7. Disclaimer of Warranty; Limitation of Liability
Disclaimer of Warranty. YOU ACKNOWLEDGE THAT YOUR USE OF THE WEBSITE AND THE SERVICES PROVIDED THEREBY IS ENTIRELY AT YOUR OWN RISK. BIDASIA DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT (I) BIDASIA DOES NOT WARRANT THAT THE WEBSITE AND SERVICES PROVIDED BY BIDASIA SHALL BE ERROR-FREE OR OPERATE WITHOUT INTERRUPTION, AND THE WEBSITE AND SERVICE ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND; (II) BIDASIA DOES NOT AND CANNOT CONTROL THE FLOW OF DATA AND INFORMATION THROUGH THE INTERNET, AND SUCH FLOW DEPENDS ON THE PERFORMANCE OF THIRD PARTIES WHOSE ACTIONS OR INACTIONS MAY PRODUCE SITUATIONS IN WHICH CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF) ARE IMPAIRED OR DISRUPTED AND FOR WHICH BIDASIA IS NOT LIABLE; (III) BIDASIA DOES NOT PROVIDE ANY WARRANTY WITH RESPECT TO THE GOODS OR SERVICES BOUGHT OR SOLD VIA THE WEBSITE; AND (IV) BIDASIA DOES NOT WARRANT THAT THE INFORMATION PROVIDED VIA THE WEBSITE, WHETHER CONCERNING THE GOODS OR SERVICES OR THE MEMBER INFORMATION OR ANY OTHER SUBJECT, IS COMPLETE OR ACCURATE, INCLUDING THE MEMBERS ABILITY TO DELIVER OR PROVIDE THE GOODS OR SERVICES BEING SOLD AND TO PAY FOR THE GOODS OR SERVICES BEING BOUGHT.
No Consequential Damages: IN NO EVENT SHALL BIDASIA OR ANY OF ITS AFFILIATES BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES, OR LOST PROFITS OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED, INCLUDING THROUGH THE USE OF THE WEBSITE OR THE PROVISION OF SERVICES THEREBY, WHETHER FOR BREACH OF WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. Miscellaneous Provisions
Notices: All notices, requests, demands or other communications required to be given by BIDASIA to you pursuant to the Agreement shall be in writing and shall be deemed to have been given (i) three (3) days after mailing to the address on your file with BIDASIA, if sent by postal mail, registered or certified mail, return receipt requested, postage prepaid, (ii) one (1) day after mailing if sent by nationally recognized overnight courier, or (iii) upon transmission if sent by facsimile or electronic mail with a confirmation copy simultaneously sent by postal mail, postage prepaid, or (iv) immediately if posted by BIDASIA on the Website. All notices, requests, demands or other communications required to be given by you to BIDASIA shall be deemed given when actually received by BIDASIA.
Force Majeure: Neither party shall be deemed in default of this Agreement to the extent that performance of their obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, act of government, shortages of materials or supplies, or any other causes beyond the control of such party, provided that such party gives the other written notice thereof properly and, in any event, within fifteen (15) days of discovery thereof and uses its best efforts to cure the delay ("Force Majeure"). In the event of such Force Majeure, the time of performance or cure shall be extended for a period equal to the duration of the Force Majeure but in no event shall exceed three (3) months.
Assignment Successors and Assigns: This Agreement and the rights granted by BIDASIA to you hereunder may not be assigned or transferred by you without the prior written consent of BIDASIA. BIDASIA may assign this Agreement without obtaining your consent.
Headings: The section headings contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
Independent Contractors: The relationship of the parties shall be that of independent contractors, and nothing in this Agreement shall be deemed to create a partnership, joint venture, franchise, representative, agency or employment relationship between said parties. Neither party to this Agreement shall have authority, expressed or implied, to act for or bind or otherwise obligate the other in any manner whatsoever. Persons retained by a party as employees or agents shall not be deemed to be employees or agents of the other party.
Choice of Law; Jurisdiction and Venue: This Agreement shall be governed and interpreted in accordance with the substantive law of the Country of Malaysia without regard to its conflict of law provisions. The parties irrevocably submit themselves to the non-exclusive jurisdiction of the courts of the Country of Malaysia for the purpose of bringing any action that may be brought in connection with this Agreement. The parties agree that they shall not assert any claim that they are not subject to the jurisdiction of such courts, that the venue is improper, that the forum is inconvenient or any similar objection, claim or argument. To the maximum extent permitted by law, the notice provision of this Agreement shall apply to service of process with respect to any action brought under this Agreement. Upon the mutual agreement of both parties, disputes may be settled via arbitration, instead of in the courts of the Country of Malaysia.
Entire Agreement; Amendment: This Agreement and the Exhibits and other documents incorporated by reference herein constitute the entire understanding and agreement, and supersedes any and all prior or contemporaneous representations, understandings and agreements, between the parties with respect to the subject matter of this Agreement. Except as set forth in Section 1, this Agreement shall not be altered, amended or supplemented without the prior written consent of the parties.
2. Privacy of Member Information
BIDASIA's primary goal in collecting Member Information is to provide you and other Members with a secure, efficient and customized venue for electronic sourcing and electronic bidding to offer to buy and sell products and services. In addition to maintaining accurate information on and records of communications with its Members, BIDASIA may use this Member Information for its internal business operations, including research and analysis in order to optimize the Website and the services provided thereby and better serve its Members' needs.
Because BIDASIA understands the importance of protecting the privacy of its Members and maintaining the security of the Member Information, BIDASIA pledges that no Member Information specifically attributable to registered Members will be disclosed, distributed, published, disseminated, sold, traded, or shared with any third party, including advertisers, business or governmental organizations, or other Members, provided, however, that BIDASIA shall be entitled to disclose Member Information to third parties in the following situations:
When such disclosure is necessary to facilitate communications with Members or transactions between Members in accordance with the normal operation of the Website;
When such disclosure is so ordered by any court, administrative body, governmental agency or regulatory agency, or when BIDASIA in good faith determines that it is legally required to make such disclosure, or when such disclosure is requested by law enforcement authorities in connection with their investigations, or in the event of an emergency;
When communicating with a Member outside of the context of the Website
When BIDASIA in good faith determines that such disclosure is necessary to correct what BIDASIA believes to be false or misleading information or to address activities that BIDASIA believes to be manipulative or deceptive.
BIDASIA may aggregate and publish Member Information relating to activity on the Website, but such aggregated Member Information shall not include any Member Information that could be used to personally identify you.
BIDASIA has instituted security measures which are intended to prevent the loss, misuse, or alteration of the information under BIDASIA's control. Nevertheless, such measures may not prevent loss, misuse or alteration of information in all cases. BIDASIA urges all Members to exercise caution when using the Website.
5. Termination of Membership
As a member, you may terminate your login and password at any time by using the “Contact Us” form at www.BidAsia.net/contactus.php and providing the full details of your membership. Your termination will be subject to the terms set forth in the Agreement.