Terms Of Use - Soft Space Developer Portal

This Terms of Use ("Terms") governs your access to and use of our software, software developer kits, libraries, application programming interfaces, documentation, sample code, templates and related materials made available to you by us (the "Developer Materials") on our website located at https://developers.softspace.com.my ("Site").

These Terms constitute a legally binding contract between Soft Space Sdn Bhd, including its affiliates (collectively, "Soft Space", "we", "our" or "us") and you, the individual or legal entity who has registered for a developer account on our Site ("you", "your" or "yours"). By accessing and using the Developer Materials you agree to be bound by these Terms. If you are accessing the Site and using the Developer Materials on behalf of a legal entity, you represent and warrant that you have obtained all the necessary authority bind to legal entity to these Terms, and by accepting these Terms, you are doing so on behalf of that legal entity. If you do not agree to these Terms, please do not access the Site and the Developer Materials.

Limited License

Subject to the provisions of these Terms, we grant you a limited, revocable, non-exclusive, royalty-free, non-transferable, non-sublicensable right and license to access and use the Site and the Developer Materials solely for the purpose of working with Soft Space's products and technology in a test environment. If the Developer Materials include any libraries, sample code, or other materials we make available specifically for incorporation in your applications and services ("Applications") (as indicated by the applicable documentation), you may incorporate those materials in your Applications . The license granted herein does not include:-

any other use of the Site or Developer Materials other than for their intended purpose as set out herein;
distribution or dissemination of the Developer Materials or any portion thereof to any other third parties; and/or
downloading (other than page caching) of any portion of the Site or the Developer Materials or any information contained therein except as expressly permitted on the Site or by us in writing.

Prohibitions and Limitations

The Developer Materials shall only be used for the purpose set out in Clause 1 and only through the interfaces and functionality we designate and at all times, in accordance with the provisions of these Terms. While using the Developer Materials, you must comply with all instructions and requirements provided to you by us, either through the Site or any other means of communication as we deem fit, in any applicable documents, guidelines or other documentation. Save to the extent as permitted under Clause 1, you shall not:-

sell, market, distribute, sublicense or otherwise provide any portion of the Developer Materials to any third party;
copy, translate, modify or create derivative works of the Developer Materials;
incorporate or compile any portion of the Developer Materials into your Applications or other digital or physical products;
reverse engineer, disassemble or decompile the Developer Materials;
create any products that functions substantially in the same way as the Developer Materials and distribute, sub-license or otherwise provide it to any third party;
remove, modify, or obscure any copyright, patent, trademark or other proprietary or attribution notices on or in any Developer Materials;
use the Developer Materials with any software or other materials that are subject to licenses or restrictions (e.g., open source software licenses) that, when combined with the Developer Materials, would require us to disclose, license, distribute or otherwise make all or any part of such Developer Materials available to anyone or to the public in general; and/or
perform any action with the intent of introducing to the Developer Materials or any of our products or services any viruses, worms, defects, trojan horses, malware, or any items of a destructive nature.

All licenses and rights granted to you in these Terms are conditional on your continued compliance with these Terms, and all such licenses and rights will immediately and automatically terminate if you do not comply with these Terms.

Access to and Use of the Site and Developer Materials

You agree that in the course of accessing and using the Site and Developer Materials, you will not (and you shall not permit anyone else to):-

misrepresent or mask your identity when accessing the Site and using the Developer Materials or your developer account;
share your access to the developer account with any other party. You shall be the sole user of our developer account;
use the Developer Materials to encourage or promote illegal activity;
trace to its source or reverse look-up any information on any other user of or visitor to the Site or any other customer of Soft Space;
exploit the Site or any service or information made available or offered by or through the Site in any way;
use any device, software or routine to interfere or attempt to interfere with the proper operation of the Site and/or the Developer Materials, or any activity being conducted on the Site;
delete or alter any Developer Materials, Soft Space Intellectual Property Rights and/or Confidential Information posted on the Site by us or any other person or entity; and/or
publish, post, upload or otherwise transmit any files or computer programming routines intended to detrimentally interfere with, damage, or surreptitiously intercept or expropriate any systems, data, personal data, Confidential Information, Soft Space Intellectual Property Rights or any other property of Soft Space or any other Site user or visitor or to otherwise compromise the security of the Site.

The Developer Materials may include software or other materials that are provided by third party to us, under a separate license agreement (such as an open source license). You acknowledge that the terms of that separate license will govern the use of such software or other materials in the event of a conflict with these Terms. Any such separate license agreement may be indicated in the license, notice, or readme files distributed with the applicable software or Developer Material or in any other related documentation.

You acknowledge that we may from time to time, monitor your use of the Developer Materials, which includes accessing your developer account, to verify your compliance with these Terms and to improve our products and services and to identify any security issues that may affect us or our users. You hereby consent to us conducting such monitoring exercise. We may suspend your access to the Site and Developer Materials or your Applications without notice if we reasonably believe that you have breached these Terms. In addition, if we believe that you have attempted to exceed or circumvent the limitations set out in this Clause 3, your access to the Site and Developer Materials may be temporarily or permanently blocked by us, without any prior notice.

Notwithstanding anything stated to the contrary in these Terms, we may modify or discontinue (including by ceasing our distribution of or support for) any or all of the Developer Materials at any time without notice and you are solely responsible for ensuring that your Applications function properly after any such modification or discontinuation.

Intellectual Property Rights

Soft Space owns and retains all rights, title, and interest, including all intellectual property rights, in and to the Site, the Developer Materials, Soft Space Materials, our products and services, and all related technology appearing on the Site, which shall include and enhancements, modifications or derivative works of the foregoing (collectively, the "Soft Space Intellectual Property Rights"). Nothing in these Terms will be construed as conferring any license, right, title, or interest in or to any of Soft Space Intellectual Property Rights, whether by estoppel, implication or otherwise, except as expressly permitted by these Terms.

Unless otherwise stated in these Terms, all trade names, trademarks, service marks, logos, domain names, slogans, content and other materials appearing on the Site including, without limitation, all designs, text, graphics, pictures, information, data, software, files thereof ("Soft Space Materials") are proprietary property of Soft Space and (if applicable) its licensors and may not be copied, used, reproduced, uploaded, posted, republished, displayed, encoded, translated, transmitted or distributed in whole or in part, without the prior written permission of Soft Space or the applicable licensor.

Throughout the duration of these Terms, you grant us a non-exclusive, worldwide, irrevocable, royalty free right and license, under all of your intellectual property rights, to use, perform, and display your Applications and its content for purposes of internal testing (including security testing).

Marketing and Publication

You agree to comply with our applicable brand guidelines and any other instructions given to you from time to time, in the event where consent is given for you to use the Soft Space Material. We may at any time revoke your right to use the Soft Space Material in the event where we determine, in our sole and absolute discretion, your use of our Soft Space Material does not comply with the said brand guidelines and instructions. You may not issue any press release (either traditional or online media) referring to us without our prior written consent. You agree that we may publicly refer to you as a user of the Developer Materials and for such purposes, publish your trade names, trademarks, service marks, logos on our websites, in press releases, and in promotional materials without your prior consent.

Privacy Policy

Your use of the Site and the Developer Material shall be subject to the privacy policy ("Privacy Policy") available at https://developers.softspace.com.my/support/privacy-policy. By accessing the Site and the Developer Materials, you consent to the collection, processing and retention of your personal data in accordance with the terms of the Privacy Policy. You agree to use the Site and any data obtained from the Site in accordance with our privacy policy as may be notified to you from time to time and all applicable laws and regulations.

Confidentiality

In your use of the Site and the Developer Material, or in other interactions with Soft Space, you may gain access to and receive certain non-public information, software, specifications or code that is confidential or proprietary to Soft Space, including your developer credentials, materials, communications, and information that are marked confidential or proprietary or that you should reasonably understand to be confidential or proprietary under the circumstances (collectively, "Confidential Information"). You agree to use the Confidential Information only as necessary in exercising such rights as are granted to you in these Terms and not to use the Confidential Information for any other purpose without our prior written consent.

You further agree to protect all Confidential Information using at least the same degree of care that you use to protect your own confidential information (in no event lesser than a reasonable degree of care) and you will not disclose any Confidential Information to any third parties, other than (if applicable) to your employees, agents and advisors on a strict need to know basis for whom you agree to remain responsible under these Terms.

You understand and agree that any unauthorized disclosure of Confidential Information could cause irreparable harm to Soft Space and damages may be an inadequate remedy. Accordingly, we shall be entitled to seek injunctive relief in respect of such unauthorized disclosure in addition to all other appropriate remedies which may be available to us at law or in equity.

The Confidential Information does not apply to information that:-

is or has becomes available in the public domain other than through a breach of these Terms,
is lawfully in your possession prior to disclosure by us which you can evidence in written records, was not acquired, whether directly or indirectly, from Soft Space.
is to be made publicly available pursuant a valid order by a court, regulatory or governmental body, or was otherwise required by law, provided that you have notified Soft Space before making such disclosure and have used commercially reasonable efforts to limit the disclosure and to seek confidential, protective treatment of such information; and/or
is explicitly approved for disclosure by our prior written authorization.

Term and Termination

These Terms remain in effect so long as you continue to access and use the Site and the Developer Material, unless otherwise terminated in accordance with these Terms. We may terminate this Agreement or your access to and use of the Site and/or the Developer Materials if:

you have breached any of the Terms hereof or any other agreement in force between us and you,
we cease to provide the Developer Materials, or
as required by applicable law and regulations.

Notwithstanding and without limitation of any provision in these Terms, we reserve the right, without notice and in our sole discretion, to restrict, suspend or terminate your license to use the Site and/or the Developer Materials, and/or to block or prevent your future access to and use of the Site and/or the Developer Materials at any time and for any reason and without any liability.

You may terminate these Terms at any time by ceasing all use and access to the Site and the Developer Materials.

Upon any termination of these Terms, all rights and licenses granted to you pursuant to these Terms will terminate immediately and you shall immediately cease access to and usage of the Site and the Developer Materials and all our documentations and materials.

Disclaimer

Unless otherwise stated to the contrary in writing by Soft Space, the Site and Developer Materials are provided on an "as is" and "as available" basis. We and our third party licensors disclaim all representations, warranties, either express or implied or statutory, including, without limitation, any warranties of title, non-infringement, merchantability, functionality, fitness for a particular purpose. We do not represent or warrant that any of the Developer Materials, content or any other statements, materials, documents and/or information provided on the Site are accurate, truthful, complete, reliable, current, error-free, free of viruses or other harmful components. All use and access to the Site and the Developer Materials is at your own risk, and you are solely responsible for, and assume all risk associated with your use of the Site, Developer Materials, your Applications and any data, content or information that you access, retrieve, process and use in connection with the Developer Materials including but not limited to the risks of program errors, viruses, compliance with applicable laws, damage to or loss of data or equipment, and interruption or unavailability of operations.

Limitation of Liability

To the fullest extent permitted by law, in no event shall Soft Space, our processors, service providers, suppliers, or licensors (and their respective affiliates, agents, directors, and employees) be liable for any direct, indirect, special, punitive, exemplary or consequential damages or any other damages of any kind, including without limitation, loss of profits, use, data, business or goodwill, or other intangible losses, whether arising under tort (including negligence), contract or otherwise, whether or not Soft Space has been advised or is aware of the possibility of such damages.

We, our processors, our suppliers, and our licensors (and their respective affiliates, agents, directors, and employees) assume no liability or responsibility for any:

errors, mistakes, or inaccuracies of the Developer Materials;
any unauthorized access to or use of our secure servers and/or any and all personal information stored therein;
any interruption or cessation of transmission to or from the Site and/or the Developer Materials,
any bugs, viruses, trojan horses, or the like that may be transmitted to or through the Site and/or Developer Materials by any third party,
personal injury or property damage, of any nature whatsoever, resulting from your access to or use of the Site and/or Developer Materials,
any errors or omissions in any content or data or for any loss or damage incurred as a result of the use of any content or data posted, emailed, transmitted, or otherwise made available through the Developer Materials, or
your Applications.

As we currently provide access to the Site and Developer Materials at no charge to you, in no event shall our aggregate liability , whether in contract, warranty, tort (including negligence), product liability, strict liability or other theory arising under or in connection with these Terms exceed any compensation you pay, if any, to Soft Space for access to or use of the Site and/or Developer Materials.

Indemnification

You agree to indemnify, defend, and hold harmless Soft Space (including its respective affiliates' directors, officers, employees), our processors, service providers, suppliers, or licensors (and their respective affiliates, agents, directors, and employees) (collectively, the "Indemnified Parties") from and against any claims, costs, damages, losses, liabilities, judgments, tax assessments, penalties, interest, and expenses and expenses (including but not limited to reasonable attorneys' fees) incurred or suffered by an Indemnified Party and arising out of or related to:

any actual or alleged breach by you of these Terms;
any actual or alleged violation of applicable law, rules or regulations of any jurisdiction or of any payment card association, network or company;
your Applications and your use of the Developer Materials together with your Applications;
your wrongful or improper use of the Site and/or the Developer Materials;
any other party's access and use of the Developer Materials with your developer credentials; or
your violation of the rights of any third party. We may, in our sole discretion and at our own expense, participate in the defense and settlement of any claim with our own counsel, and you may not settle a claim without our prior written consent.

Relationship of Parties

These Terms do not alter the terms or conditions of any other agreement you may have with Soft Space. Save to the extent where Soft Space and you have entered into a separate written agreement that expressly supersedes these Terms, either in whole or in part, these Terms constitute the whole legal agreement between you and Soft Space. Nothing in these Terms is intended to, or shall be deemed to, establish any partnership, agency or joint venture between the parties, constitute either party the agent of the other, nor authorize a party to make or enter into any commitments for or on behalf of the other party. Unless otherwise expressly agreed in writing, nothing herein shall limit Soft Space's right to acquire, develop, distribute, license, market, promote software, products, or technologies that perform the same or similar functions as or otherwise compete with any other products, software or technologies that you may develop, produce, market or distribute.

Amendment and Variation

We may, at our sole and absolute discretion, without prior notice, amend these Terms or any part thereof from time to time. Any amendment or variation shall take effect immediately upon posting of the variations on the Site, and you waive any right you may have to receive specific notice of such variations. You shall be deemed to have accepted any amendment or variation by your continued access and usage of the Site and Developer Materials. You are therefore encouraged to frequently review these Terms to be informed of any amendment or variation. If you are not agreeable to any variation, you may terminate this Agreement by ceasing all use of and access to the Site and Developer Materials.

Severability

If any provision of these Terms is or becomes illegal, invalid or unenforceable, the invalidity of such provisions shall in no way affect the validity of any other provisions of these Terms. Any modification to or deletion of a provision of these Terms shall in no way affect the validity and enforceability of the rest of these Terms.

Assignment

You shall not, without our prior written consent, assign or transfer any rights or obligations under these Terms to any third party. We may freely assign and transfer any of its rights and obligations hereunder without your consent or any other restrictions.

No Waiver

Waiver by us of any breach of any provision of these Terms shall not constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing by us.

Governing Law and Dispute Resolution

These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it, shall be governed by, and construed in accordance with the laws of Malaysia. You hereby irrevocably agree to submit to the exclusive jurisdiction of the courts of Malaysia to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms.