Terms of Service

ATAS Cloud Sdn Bhd (Company No. 202301031353 (1525276-P)) (hereinafter refer as the Service Provider) provides services and equipment that are the components of ATAS Cloud Telephony Solution, and are intended solely for business use, pursuant to the terms and conditions set forth in these Terms of Service and on the condition that the Customer accepts and complies with these Terms of Service. If the Customer does not agree to the terms of these Terms of Service, neither the Customer nor its End Users may download, install, or use the services or equipment.

The Service Provider and the Customer may be individually referred to as a “Party” or collectively as the “Parties”.

The Parties hereby agree as follows:

Definitions

For the purposes of these Terms of Service:

“Affiliate” means, with respect to a Party, any entity that directly or indirectly controls, is controlled by or is under common control with that Party. For purposes of these Terms of Service, “control” means an economic or voting interest of at least fifty percent (50%) or, in the absence of such economic or voting interest, the power to direct or cause the direction of the management and set the policies of such entity
“Customer Content” means the content of calls, voicemails, voice recordings, shared files, conference or other communications transmitted or stored by the Customer while using the Services provided by the Service Provider.
“End User” means an individual user to whom the Customer makes the Services available, and may be a natural person, and may include but is not limited to the Customer’s employees, consultants, clients, external users, invitees, contractors and agents
“Intellectual Property Rights” means all common law and statutory rights (whether registered or unregistered) arising out of or associated with: (i) patents and patent applications, inventions, industrial designs, discoveries, business methods, and processes; (ii) copyrights and copyright registrations; (iii) the protection of trade and industrial secrets and Confidential Information; (iv) other proprietary rights relating to intangible property; (v) trademarks, trade names and service marks; (vi) a person’s name, likeness, voice, photograph or signature, including without limitation rights of personality, privacy, and publicity; (vii) analogous rights to those set forth above; and (viii) divisions, continuations, continuations-in-part, renewals, reissuances and extensions of the foregoing (as applicable)
“Law” means any law, statue, regulation, rule, ordinance, administrative guidance, treaty or convention, or court or administrative order or ruling of any governing Federal, State, or local governmental body with jurisdiction over the Services
“Services” means all services provided under ATAS Cloud Telephony Solution.

Use of Services

The Services are dependent upon the Customer’s maintenance of sufficient Internet access, internal local and wide area network, power supply and telephony trunk service (i.e. SIP trunk or ISDN/PRI E1 trunk) from local telephone service provider. The Service Provider will not be responsible for any deficiencies in the provision of the Services if the Customer’s network facilities do not meet the Service Provider’s technical requirements criteria.
The Customer undertakes that: –

it shall comply with applicable Laws, rules and regulations within the country where the Services is provided;
it will not use or cause its End User to use the Services to send any communication which is illegal or in a manner which is fraudulent, deceptive or misleading; and
it shall remain responsible for any access and use of the Services by its End User, all charges incurred and compliance with all terms and conditions of this Agreement by it and its End Users.

So far as may be permitted by relevant Laws and regulations, it is agreed that the Service Provider will have no liability and the Customer will make no claim in respect of any matter arising from any use of the Services which is contrary to clause 1.1 and/or the Service Provider’s specific and reasonable instructions, such instructions to be provided in writing.
Except as may be otherwise specifically provided under these Terms of Service, the obligations and responsibilities of the Service Provider under this Agreement are solely to the Customer and not to any third party and the Customer’s customers. The Customer shall keep harmless and shall indemnify the Service Provider, its Affiliates, officers, employees, agents and third party service providers against any liabilities or costs arising from any and all claims by any third party and the Customer’s customers in connection with the use of the Services.

Copyrights

All content, copyrighted materials, and copyrightable materials on this web site and the Services, including, without limitation, the “ATAS” and “ATAS” affiliate logos, designs, text, graphics, pictures, sound files and other files are Copyright © of the Service Provider and/or its Affiliate, ALL RIGHTS RESERVED. Except as stated herein, none of the Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any forms or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of the Service Provider or affiliated copyright owner. The Service Provider and its affiliated copyright owner grant you the permission to display, copy, distribute, and download the Materials on this web site and the Services provided for your business and informational use only, provided that you may not, without the permission of the Service Provider or its affiliated copyright owner,

copy, publish, or post any Materials on any computer networks or broadcast or publications media;
modify the Materials;
remove or alter any copyright and other proprietary notices contained in the Materials.

One or more Services provided by the Service Provider may allow third parties to upload, transmit, send or receive copyrighted materials. The Service Provider is under no obligation to, and does not, review such materials for purposes of determining copyright infringement. However, the Service Provider reserves the right to terminate access to its Services if a user infringes on others’ copyrights, and will, in appropriate circumstances, terminate access to the Services if the Service Provider determines that a user is a repeat infringer.
If you believe your copyright is being infringed by any material on this web site or forming part of the Services provided by the Service Provider, you should notify the Service Provider in writing to the e-mail address at support@atascloud.com.
Any notice of claimed infringement must identify the copyrighted work that is claimed to have been infringed and include a detailed description of the material that is claimed to be infringing or that is to be the subject of infringing activity. The notice of claimed infringement must contain enough information to permit the Service Provider to locate any infringing material and must also include you and the complaining party’s contact information.

Trademarks and Service Marks

All marks and logo displayed in this web site, including, but not limited to, “ATAS” and “ATAS – Cloud Telephony with Edge”, are either trademarks, service marks, or registered trademarks of the Service Provider or its Affiliates. These trademarks, service marks, and registered trademarks may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Service Provider or its Affiliate.
All other trademarks, service marks, registered trademarks, product and service names and company names or logos that appear on the web site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by the Service Provider.

Warranty Disclaimer

The Service Provider shall provide the Services using a commercially reasonable level of skill and care, in compliance with all applicable laws and otherwise subject to the terms of these Terms of Service. To the extent permitted by Law, the Service Provider shall pass through to the Customer any and all warranties the Service Provider receives in connection with equipment provided to the Customer.
The Service Provider does not warrant that the Services: –

will not be interrupted or error-free or
will prevent unauthorised access by third parties.

The Service Provider does not authorise anyone to make a warranty of any kind its behalf and the Customer should not rely on anyone making such statements.

The Customer warrants that its use and its End Users’ use of the Services will at all times comply with all applicable Laws and these Terms of Service.
Except as specifically set forth in these Terms of Service and to the fullest extent permitted by Law, the Services are provided “As Is” and “As Available”, and the Service Provider makes no other warranties, express or implied, including but not limited to the implied warranties of merchantability, non-infringement, and fitness for a particular purpose and any warranties arising from a course of dealing or usage in trade, together with similar warranties, whether arising under any Law or otherwise. To the extent that the Service Provider cannot disclaim any such warranty as a matter of applicable Law, the scope and duration of such will be limited to the fullest extent permitted by Law.

Limitation of Liability

To the fullest extent permitted by Law, in no event will either Party or its Affiliate be liable for: –

indirect, incidental, consequential, exemplary, reputational, special or punitive damages of any kind;
cost related to the procurement of substitute goods or services;
unauthorized access to, loss of, deletion of, or alteration of system data, Customer Content, or customer data;
loss of business opportunities, profits, goodwill, or savings, whether in any of the foregoing, arising under contract, warranty, tort (including negligence or strict liability), or any other theory of liability, even if such Party has been informed in advance of such damages or such damages could have been reasonably foreseen.

Neither Party will be liable for actions reasonably taken to comply with Law.

Except as set forth herein, the total cumulative liability of the Parties under these Terms of Service shall not exceed the amounts paid or payable under the subscription during the previous twelve (12) months. Limitations under this clause will not apply to: –

the Customer payment obligations;
either Party’s liability for infringement of the other Party’s Intellectual Property Rights and / or Copyrights;
either Party’s liability resulting from gross negligence, fraud, or wilful or criminal misconduct; or
(d) the Customer’s liability resulting from use of the Services in breach of the acceptable use policy.

Nothing in these Terms of Service shall limit or exclude any liability which may not be restricted, limited or excluded pursuant to applicable Law.

The limitations of liability contained in this Section 6 (Limitation of Liability) will survive termination or expiration of these Terms of Service and apply in any and all circumstances (except as expressly set forth above), including without limitation in the event of any failure of the essential purpose of any limited warranty or available remedy provided herein.

Indemnification

To the extent not prohibited by applicable law, the Customer agrees to indemnify and hold the Service Provider and its Affiliate and each of its licensors and suppliers (“Indemnified Parties”), including any officers, directors, employees, shareholders, members, consultants and agents of the Indemnified Parties, harmless from any third-party allegation, claim, proceeding, liability, damage or cost (including reasonable attorneys’ fees) arising out of or related to: –

its End User’s use of the Services;
its End User’s breach of these Terms of Service or violation of applicable Law;
its End User’s infringement or violation of any Proprietary Rights or other right of any person or entity;
its relationship with End User or any dispute between the Customer and its End User;
personal injury or property damage to third-party relating to the Customer or its End User’s acts or omissions.

The Indemnified Parties agrees to: –

notify the Customer promptly upon become aware (and in any event within thirty (30) Days of any claim);
make no admissions or statements without the Customer’s consent (not to be unreasonably withheld or delayed);
reserve for the Customer the right if it chooses to take exclusive control of the litigation and to conduct/settle litigation and negotiations as the Customer sees fit (subject to keeping the Indemnified Parties reasonably informed) and provided that the Customer’s actions in this regard do not result in any expenses for the Indemnified Parties which is has not previously authorized;
give the Customer, at the Customer’s cost, such assistance as may be reasonably required;
preserve and not waive legal professional or any other privilege attaching to any of the records, documents, or other information in relation to such claim without the prior consent of the Customer; and
not enter into any binding agreement or arrangement to settle such claim without the prior written consent of the Customer. Such consent not to be unreasonably withheld or delayed.

Confidentiality

Each Party hereto undertakes to keep absolutely confidential all information, specifications or documentation whatsoever, obtained or received as a result of the discussions leading to or during the execution or enforcement of these Terms of Service. The Parties’ obligation of confidentiality shall not apply to information which is already: –

in the possession of each Party other than as a result of a breach of this clause; or
in the public domain other than as a result of a breach of this clause.

Each Party undertakes to the other to ensure that its personnel, agents or sub-contractors comply with the provisions of this clause.
Disclosure of confidential information pursuant to or under compulsion of a valid order of a court of Law or under the requirement of Law is not prohibited; provided that the Party making the disclosure pursuant to the court order or the requirement of the Law shall first have given notice, to the other Party whose confidential information is required to be disclosed.
The foregoing obligations concerning confidentiality shall survive the termination of these Terms of Service.

Governing Law

These Terms of Use shall be governed by and construed in accordance with the laws of Malaysia.

Settlement of Disputes

The Parties shall, in good faith, attempt to settle amicably and mutually, any disputes or conflicts arising from these Terms of Us.
All disputes, conflicts or differences arising between the Parties from these Terms of Services, or breach, termination or illegality thereof, which cannot be resolved by the Parties within a period of fourteen (14) days under clause 10.1, shall be finally settled by arbitration in accordance with the manner and rules stipulated in clause 11.1 & 11.2.
The Parties’ performance of obligations under these Terms of Service shall neither cease during any arbitration proceedings nor shall the Parties be released from any obligations hereunder by the institution of any arbitration proceedings.

Arbitration

Any unresolved dispute controversy or claim between the Parties shall be referred to and finally resolved by arbitration in Malaysia by an arbitrator to be agreed upon between the Parties or, failing agreement within fourteen (14) days after either Party has given to the other a written request to agree to the appointment of an arbitrator, a person to be nominated by the Director of the Asian International Arbitration Centre at the request of either Party. The arbitration shall be in accordance with the Arbitration Act 2005 and the Arbitration Rules for Asian International Arbitration Centre for the time being in force which rules are deemed to be incorporated by reference into this clause.
The arbitration award shall be final and binding on the Parties and judgement upon the award entered in arbitration may be entered in any court of competent jurisdiction.

Severability

In the event that any of the terms, conditions or provisions contained in these Terms of Service shall be deemed invalid, unlawful or unenforceable to any extent, such term, condition or provision shall be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by Law.

Waiver

Failure or neglect by either Party to enforce at any time any of the provisions hereof shall not be construed nor deemed to be a waiver of the Party’s rights hereunder nor in any way affect the validity of the whole or any part of these Terms of Service nor prejudice the Party’s rights to take subsequent actions.

Survival

Clauses related to payment obligations, warranty disclaimers, indemnities, intellectual property rights, copyrights, limitations of liability, confidentiality of this Agreement shall survive the expiration or termination of these Terms of Services.