NagaCloud, operated by Valse Technologies Sdn Bhd (892054-P)

Last updated: June 2022

By accessing or using the NagaCloud platform, including any website, console, hosted service, or subscription provided by NagaCloud (collectively, the "Platform"), you are knowingly and willingly agreeing to be bound by these Platform Terms of Use, which constitute a binding and enforceable contract between you (the "Client" or "you") and Valse Technologies Sdn Bhd (892054-P), trading as NagaCloud ("NagaCloud", "we", "us").

These Platform Terms of Use set out the terms under which you may access and use the Platform and any subscription to it. If you do not agree to these terms, you must not access or use the Platform.

NagaCloud may amend these Platform Terms of Use from time to time. We will publish any changes on this page and update the "Last updated" date above. Where reasonably practicable, we will give notice of material changes to active subscribers by email or by notice within the Platform. Your continued use of the Platform following publication of changes signifies your acceptance of the then-current Platform Terms of Use.

These Platform Terms of Use consist of the following parts:
Part 1: Intellectual Property
Part 2: Indemnity & Disclaimer
Part 3: Payment & Online Purchase
Part 4: Accounts & General
Part 5: Platform Subscription

Where you have entered into a separate written agreement with NagaCloud governing professional services (for example a Professional Services Agreement) or an approved quotation or order, those documents govern the matters they specifically address. These Platform Terms of Use govern your subscription to and use of the Platform.

PART 1: INTELLECTUAL PROPERTY

Platform and Content

You agree and acknowledge that the Platform, and all content provided through it, including but not limited to software, source code, architecture, frameworks, libraries, modules, designs, graphics, and information (the "Platform Content"), is the sole and exclusive intellectual property of NagaCloud and its licensors. The Platform Content shall not be copied, reproduced, displayed, sold, decompiled, reverse-engineered, or otherwise distributed without the express prior written consent of NagaCloud.

Customisations and Configurations

Any setup, customisation, configuration, integration, or development work performed on or within the Platform, whether performed for you or otherwise, together with the underlying source code and technical implementation, remains the intellectual property of NagaCloud. Such customisations and configurations reside on and are integral to the Platform infrastructure. No source code, technical documentation, or proprietary technical information relating to the Platform or any customisation will be provided to you.

Your Data and Brand Assets

As between you and NagaCloud, you retain all right, title, and interest in and to:

• the business data, information, and content you input into or generate through the Platform ("Client Data");
• your brand assets, including trademarks, logos, designs, colours, and creative materials you provide or that are created specifically for you; and
• your business processes and workflows in conceptual form, independent of their technical implementation on the Platform.

Third-Party and Open-Source Components

The Platform may incorporate third-party or open-source components, which remain owned by their respective licensors and are governed by their applicable licences. Neither party claims ownership of such components.

PART 2: INDEMNITY & DISCLAIMER

Indemnity

You agree to defend, indemnify, and hold harmless NagaCloud, its officers, employees, and agents from any claims, losses, damages, expenses, demands, and costs (including reasonable legal fees) arising out of or relating to your use of the Platform or your breach of these Platform Terms of Use.

Disclaimer of Warranties

THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. NAGACLOUD EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NAGACLOUD MAKES NO WARRANTY THAT (i) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (ii) THE RESULTS OBTAINED FROM THE PLATFORM WILL BE ACCURATE OR RELIABLE, OR (iii) THE PLATFORM WILL MEET YOUR SPECIFIC REQUIREMENTS BEYOND ANY SPECIFICATIONS EXPRESSLY AGREED IN WRITING. ANY MATERIAL DOWNLOADED FROM OR OBTAINED THROUGH THE PLATFORM IS AT YOUR OWN RISK.

Limitation of Liability

UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL NAGACLOUD, ITS OFFICERS, ADVISORS, OR CONTENT PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOSS OF OR DAMAGE TO DATA, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY, RESULTING FROM YOUR USE OF OR INABILITY TO USE THE PLATFORM, WHETHER OR NOT NAGACLOUD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE. THIS PROVISION APPLIES TO ALL CONTENT, MERCHANDISE, OR SERVICES AVAILABLE FROM TIME TO TIME FROM NAGACLOUD.

Security

While NagaCloud takes reasonable measures to protect the Platform, it is possible that unauthorised parties may attempt to access, post, or transmit material on the Platform, or obtain information. To the extent permitted by law, you assume the risk of such occurrences.

PART 3: PAYMENT & ONLINE PURCHASE

Prices

All prices and information posted on the Platform are provided on a best-effort basis and may be changed, amended, or varied without prior notice. The applicable price for any product or subscription is the price confirmed in the relevant order, quotation, or invoice. Where a price is displayed incorrectly, NagaCloud may, at its discretion, contact you for instructions or cancel the affected order and notify you.

Methods of Payment

You agree to pay all fees and charges incurred in connection with your purchases and subscriptions (including any applicable taxes) at the rates in effect when the charges were incurred. Where you pay by bank transfer or card, the terms of your bank or card issuer govern that instrument, and you, not NagaCloud, are responsible for any unauthorised amounts billed to your account or card by a third party. Unless you notify NagaCloud of any discrepancy within sixty (60) days after it first appears on your statement, the charge is deemed accepted.

Taxes

You are responsible for all governmental taxes imposed on your purchases, including sales, service, use, or value-added taxes. NagaCloud will charge and withhold any applicable tax as required.

Currency

All transactions with NagaCloud are made in Malaysian Ringgit (MYR) unless otherwise stated.

PART 4: ACCOUNTS & GENERAL

Accounts

You must register an account with NagaCloud to purchase or subscribe. All details you provide must be current and valid. NagaCloud reserves the right to suspend or terminate the account of any user in breach of these Platform Terms of Use or any applicable rules, in accordance with Part 5 where the breach relates to a subscription.

Age of Users

The Platform is not intended for use by individuals under the age of 18 without the supervision of a parent or guardian.

Communications

You consent to receive communications from NagaCloud by email, by in-Platform messaging, or by notices posted on the Platform. You agree that all agreements, notices, disclosures, and other communications provided to you in this manner satisfy any legal requirement that such communications be in writing.

Governing Law

These Platform Terms of Use are governed by the laws of Malaysia, and the parties submit to the jurisdiction of the courts of Malaysia.

Privacy

Your use of the Platform is also subject to the NagaCloud Privacy Policy.

PART 5: PLATFORM SUBSCRIPTION

This Part 5 governs subscriptions to the Platform. It applies in addition to Parts 1 to 4 and, in respect of subscription matters, prevails over any inconsistent provision elsewhere in these Platform Terms of Use.

5.1 Subscriptions and Term

Access to the Platform is provided on a subscription basis. Each subscription has a term as set out in the applicable order or quotation (for example, monthly or annual). A subscription may comprise one or more separate subscription items, each of which may carry its own term and renewal cycle and is provisioned, billed, renewed, and cancelled independently.

The subscription term begins when the relevant resource is successfully activated and provisioned, and ends on the corresponding expiry date determined by the subscription period. Continued access to the Platform, and the continued functioning of any customisations or configurations, is contingent on you maintaining an active, paid subscription.

5.2 Renewal

Subscriptions do not renew automatically and are not auto-charged. To continue a subscription beyond its expiry date, you (or NagaCloud on your behalf, at your request) must place and pay for a renewal order before expiry. Upon payment of a renewal, the subscription's expiry date is extended.

NagaCloud will endeavour to send renewal reminders in advance of expiry, and warning notices following expiry, in accordance with its then-current notice schedule. These reminders are a courtesy; responsibility for timely renewal rests with you, and non-receipt of a reminder does not extend any deadline or obligation.

5.3 Expiry, Grace, Suspension, and Removal

Where a subscription is not renewed by its expiry date, the following lifecycle applies. The day counts below are NagaCloud's current default policy and may be varied by NagaCloud per plan, per product, or per site; the current applicable parameters form part of NagaCloud's published lifecycle policy.

• Grace period (approximately days 1–7 after expiry). The subscription remains active during a short grace period. Warning notices may be issued.
• Suspension (approximately days 8–15 after expiry). If the subscription remains unpaid, NagaCloud may suspend or restrict access to the subscription and the associated services. Suspension is reversible: paying a renewal restores the subscription to active status (see 5.4).
• Removal and deletion (from approximately day 16 after expiry). If the subscription remains unpaid following suspension, NagaCloud is under no obligation to retain your subscription, customisations, configurations, or Client Data, and reserves the right to remove or delete them. You should not rely on any data, customisation, or configuration being retrievable after this point.

NagaCloud may exercise the rights in this clause 5.3 with or without further notice. Whether these steps are carried out automatically or by NagaCloud manually, they reflect NagaCloud's operating policy and your agreement to it.

5.4 Suspension vs. Termination

• Suspension is a temporary, reversible state. A suspended subscription may be reactivated by paying a renewal, which restores active status and lifts the suspension. There is no separate reactivation fee; you pay only the applicable renewal fee. NagaCloud does not guarantee any particular adjustment to the expiry date in respect of the period spent in suspension.
• Termination / Removal is permanent. A cancelled or removed subscription cannot be reactivated or restored. To resume service after termination or removal, you must place a new subscription order, which will provision new resources; previous customisations, configurations, and data may no longer be available.

5.5 Cancellation

You may cancel a subscription at any time. Cancellation takes effect immediately. Unless NagaCloud agrees otherwise in writing, cancellation does not entitle you to any refund of fees paid, and any unused portion of the subscription period is forfeited.

5.6 Refunds, Credits, and Downgrades

Except as expressly stated, subscription fees are non-refundable. Any credit, refund, proration, or downgrade is at NagaCloud's discretion and subject to NagaCloud's then-current published policy, which may vary by plan or site.

5.7 Client Data and Export

You retain ownership of your Client Data as set out in Part 1. While your subscription is active, you may export Client Data using the export functions made available within the Platform, in the formats those functions support (for example, CSV, and PDF for invoices and receipts). NagaCloud does not warrant the availability of any particular export format, bulk export, or database-level export.

Exporting your Client Data before suspension or removal is your responsibility. Where NagaCloud performs deletion of data following removal, it generally aims to retain data for a period of approximately thirty (30) days beforehand; however, this is an operational aim only, is not guaranteed, and must not be relied upon. NagaCloud does not undertake to retain Client Data indefinitely, and is under no obligation to retain it following the point described in clause 5.3.

5.8 Subscription Status

NagaCloud may from time to time reflect the status of a subscription (for example, creating, active, suspended, cancelled, or removed) within the Platform. Access to particular services or actions may depend on the subscription's status. NagaCloud is not liable for any interruption, error state, or unavailability arising in connection with subscription status, provisioning, or third-party resource providers, subject to Part 2.

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ORDER OF PRECEDENCE

Where you have a signed quotation or order and/or a separate Professional Services Agreement with NagaCloud, and there is a conflict between documents, the following order of precedence applies (highest first), in each case only to the extent of the conflict:

• the signed quotation or order;
• any separate Professional Services Agreement;
• these Platform Terms of Use.

For clarity, professional services and the intellectual property in work delivered as services are governed by the Professional Services Agreement; subscription, platform access, and the related data lifecycle are governed by these Platform Terms of Use.

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If you have any questions about these Platform Terms of Use, please contact NagaCloud at hello@nagacloud.tech.