ZERO BrandCard

Terms of Use

Updated On: 17th June 2022

IMPORTANT – Please read these terms carefully. By accessing or using the Service (as defined below), you agree that you have read, understood, accepted and agreed with these terms of use (“theseTerms of Use”) on behalf of yourself or the legal entity which you represent (as the case may be). You warrant that you have the right, authority and capacity to accept these Terms of Use on behalf of yourself or the legal entity which you represent (as the case may be). You further agree to the representations made below in respect of yourself or the legal entity which you represent (as the case may be).

Your use of the Service is conditioned upon your acceptance and agreement to these Terms of Use, including the Policies (as defined below). If you do not agree to the Terms of Use of the Service and wish to discontinue using the Service, please do not continue accessing or using the Website, the Application (as defined below) and the Service (as defined below).

INTRODUCTION

These Terms of Use sets out the legally binding terms by which CODEZERO SDN BHD (Company No. 1247905-T) (“Company”) offers to you the use of the Service.

The Company offers for your access and use the website, www.codezero.app (“Website”) and the ZERO BrandCard™ mobile application (“Application”) and all services and any other features, technologies and/or functionalities offered on the Website and the Application which, individually and collectively, form the digital name card, social, and marketing platform as well as a healthcare platform created, established, provided and maintained by the Company.

The Service has features including, but not limited to, the following:

(a) a social platform to share personal stories and media, exchange and store contact details with another party and communicate with another User (as defined below);

(b) a marketing platform to advertise and consume marketing messages, communication, and adverts;

(c) a database to store employee and customer relationship management (CRM) data, the identity details of another party or User whom the employee shares or exchanges his/her digital name card with and the time of such sharing and exchange;

(d) a healthcare platform to share health-related information and which functions as digital health card; and

(e) a database to store employees’ health-related information.

In order to become an authorised User (as defined below) of the Service, you must:-

(a) read the terms and conditions stated in these Terms of Use which you must fully and unconditionally accept;

(b) be at least eighteen (18) years old or older, and a resident of Malaysia; and

(c) list your correct country of origin in your Account (as defined below) (if you are not a Malaysian citizen but a resident of Malaysia).

Please note that by registering an Account or by accessing the Website or the Application or by using the Service, you will be deemed to have read, thoroughly understood, and fully and unconditionally accepted these Terms of Use.

TERMS AND CONDITIONS

In these Terms of Use, the following words expressions and abbreviations shall have or bear the meanings assigned to them hereunder:-

(a) "Account" means a personal ZERO account, set up in order for a User (as defined below) to use the Service.

(b) "Account Profile" means, if you are an individual, the location on the Application or if you are a legal entity, the location on the Website, where you can, after logging in, view and manage your profile, including your personal information, payment method details, topping up your Account, and manage your Account settings including your notification preferences and application programming interface (API) access permissions.

(d) “Business Days” means Monday through Friday, except such days gazetted as public holidays in the Federal Territory of Kuala Lumpur.

(e) "Communications" means any Account or transaction information that the Company provides to you, including: any Policies you agree to, including updates to these Policies; annual disclosure; or any information we are required to make available to you in any form for any purposes and any information transmitted to you through the Service.

(f) "Company" "we" "us" or "our" means CODEZERO SDN BHD (Company No. 1247905-T).

(g) "Days" means calendar days.

(h) "Information" means any Account information that you provide to us, including but not limited to personal information, health-related information, financial information, or other information related to you.

(i) "Intellectual Property Right" means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

(j) "Plan" or "Plans" means the ‘Team’, ‘Startup’, ‘Scaleup’ and/or ‘Corporation’ plans or such other plans as may be offered by the Company on the Service for subscription.

(k) "Policy" or “Policies” means any policy or other agreement between you and the Company that you entered into on the Website, or in connection with your use of the Service, including but not limited to the Privacy Policy.

(l) “Service” means the Website and the Application and all services and any other features, technologies and/or functionalities offered by us on the Website and the Application.

(m) “Subscriber” means the person or legal entity subscribing to a Plan and/or a Third Party Plan.

(n) “Third Party Content” means any and all texts, images, videos, audio, and other content or data or information in whatsoever form that a Third Party Partner submits to, shares on or provides on the Service.

(o) “Third Party Partner” means any third party with whom the Company is in collaboration, joint venture or partnership with in respect of the Service or part of the Service.

(p) “Third Party Plan” or “Third Party Plans” means any plan offered by a Third Party Partner on or through the Service.

(q) “User”, “you” or “your” means a person using the Service having a registered Account or a Subscriber or a person accessing or using the Service under the Plan or Third Party Plan of another Subscriber, or a Third Party Partner.

(r) “User Content” means any and all texts, images, videos, audio, and other content in whatsoever form that a User submits to, shares on or uses with the Service.

(s) “Website” means www.codezero.app

1. GENERAL

1.1 By registering an Account or by accessing and using the Service, you agree to accept the terms and conditions stated in these Terms of Use, to utilise the Service only for bona fide and lawful purposes permitted under these Terms of Use and to update your software and hardware if necessary to use the Service.

1.2 Where you are a Subscriber with Users who are accessing or using the Service under your Plan and/or Third Party Plan, you understand and agree that you shall be solely responsible for procuring the consent of such Users to these Terms of Use and the Policies in order for the Company to provide you and such Users with the Service or part of the Service.

2. COMMUNICATIONS

2.1 In order to register and maintain an Account as well as access and use the Service, you must provide us with correct, complete and updated Information.

2.2 It is your responsibility to keep your Information up-to-date so that the Company can communicate with you via the contact information provided by you. You understand and agree that if the Company sends you any form of Communications but you do not receive it due to your Information being incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive Communications, the Company will be deemed to have effectively provided and delivered the Communications. Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add the Company to your email address book so that you will be able to view the Communications.

2.3 You can update your Information at any time by logging into the Application and Website.

2.4 By registering an Account or by accessing and using the Service, you also agree that any and all disclosures and Communications regarding the Service between you and us, including matters covered in these Terms of Use, may be made electronically, including in our case, by posting in the Application and to the Website in accordance with applicable law. Any electronic disclosure or Communications we make by posting in the Application and Website shall be deemed as made when posted by us without first referring to you or informing you.

2.5 You authorise the Company to make any inquiries we consider necessary to validate your identity, whether directly or through third parties. This may include asking you for further Information or documentation, requiring you to provide your company registration number or national identification card number, requiring you to take steps to confirm ownership of your phone number, email address or financial instruments, by ordering a credit report or verifying your Information against third party databases or through other sources.

2.6 If your credit card number or expiration date or other information changes, you are required to update the Information to ensure continuous uninterrupted usage of the Service.

3. INFORMATION, ACCOUNT, USER CONTENT, AND THIRD PARTY CONTENT

Information

3.1 You warrant that:

(a) the Information provided by you are correct, complete and accurate, and the User shall ensure the continuous correctness, completeness and accuracy of the Information; and

(b) you shall provide any and all information as prompted or requested by the Service and/or the Company.

3.2 You acknowledge and agree that if any Information provided by you is incorrect, incomplete, inaccurate or out-of-date, we may be unable to adequately or satisfactorily provide you with the Service or part of the Service.

3.3 You further acknowledge and agree that if you decline to provide any Information, we may be unable to allow you use or access to or provide you with the Service or part of the Service.

Account

3.4 You are required to register an Account on the Service in order to access and/or use certain features of the Service.

3.5 You acknowledge and agree that you shall be solely responsible for ensuring the confidentiality of your Account login credentials, and shall be fully responsible for all activities under your Account. You agree to immediately notify the Company of any unauthorized use, or any suspected unauthorized use of your Account or any other such breach of security.

User Content

3.6 You shall be solely responsible for the User Content. You agree that you shall assume and accept all risks associated with the submission, sharing, provision and/or use of the User Content.

3.7 You hereby represent and warrant that the User Content does not violate any provision of these Terms of Use or the Policies or any applicable local laws and regulations.

3.8 You hereby grant, and represent, and warrant that you have the right to grant, to the Company, the right to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and distribute in any manner the User Content without further notice to or consent from you, solely for the purposes of the Service.

3.9 The Company reserves the right, but shall have no obligation, to review the User Content, investigate, and/or take appropriate action against such User in its sole discretion, including removing or modifying the User Content, terminating such User’s Account, and/or reporting such User to the relevant authorities in the event any such User violates these Terms of Use or any applicable laws and regulations.

3.10 All rights in and to the User Content not expressly granted to the Company herein are reserved by the User.

Third Party Content

3.11 You acknowledge that the Third Party Content are submitted, shared and provided by the relevant Third Party Partner, and not by the Company.

3.12 You further acknowledge and agree that the relevant Third Party Partner shall be solely responsible for the Third Party Content which is submitted, shared or provided by it on the Service.

3.13 The Third Party Content shall be subject to the terms and conditions and other policies (if any) of the relevant Third Party Partner.

3.14 All questions about the Third Party Content shall be directed to the relevant Third Party Partner.

4. IN CASE OF ERRORS OR QUESTIONS ABOUT THE SERVICE

4.1 All questions about transactions made with the Service must be directed to us. We are responsible for the Service, answering queries regarding the Service and resolving any errors in transactions made with the Service.

4.2 Questions about payments made through the Service can be directed to the Company by telephone or via email as follows:

Telephone: 603 - 7652 2808

E-mail: [email protected]

5. LIABILITIES

Our Liability

5.1 Online registration for the Service is provided in utmost good faith and belief in the User's identity. The Company accepts no responsibility or liability whatsoever if it is later shown that any such online registration was frivolous, vexatious or fraudulent, or done without your knowledge or consent.

5.2 The Third Party Content are submitted, shared and provided solely by the relevant Third Party Partner. The Company accepts no responsibility or liability whatsoever in respect of the Third Party Content. Any reliance on the Third Party Content shall be at your own risk.

5.3 At all times, we will not be liable:

(a) For any User Content, Third Party Content and Third Party Plan;

(b) If a failure is caused by an act or omission of someone other than us, such as (for example) your provider of telecommunications services, Internet access or computer equipment or software;

(d) If your Account is subject to legal process or restriction;

(e) If you do not comply with these Terms of Use; and

(f) If you failed to avoid or reduce losses when you reasonably could have.

5.4 The Company shall not be liable to the User, whether in contract, tort, negligence or otherwise, for any of the following:

(a) Loss of profit, goodwill, business, market, data, opportunity, anticipated savings, or contract;

(b) Special, incidental, indirect or consequential damages;

(d) Delay, punitive or exemplary damages;

(e) Failure to realize expected profits or savings;

(f) Damages related to access or use of the Service, or any interruption or change thereof;

(g) Damages due to data/content loss or corruption;

(h) Inaccurate or incomplete content or data;

(i) Defamatory, offensive, or unlawful content by others; or

(j) Third party services including Payment Gateways or Partner services.

5.5 To the fullest extent permitted by applicable law, the Company’s entire liability shall not exceed the total Fee paid by you (if any).

5.6 The limitation in 5.5 does not apply in cases of death or personal injury caused by negligence, fraud, or other liabilities that cannot be excluded by law.

Your Liability

5.7 You are responsible for any liability incurred by the Company or a third party due to your breach of these Terms or use of the Service. You agree to indemnify the Company or a third party for all such liabilities.

5.8 Instructions made via your Account (verbal or written) after authentication will be relied on by the Company. We are not liable for loss if we act on such instructions in good faith.

5.9 If we believe you’ve engaged in illegal activity, we may:

(a) Suspend, limit or close your Account;

(b) Refuse future access to the Service;

6. INDEMNITY

6.1 You shall at all times indemnify and keep the Company indemnified from all losses, damages, costs (including legal fees), charges, claims, and expenses resulting from your breach or non-compliance of these Terms, unless attributable to the Company.

7. FEES AND SUBSCRIPTION

7.1 No fees are charged to access and use certain basic features (e.g., creating and sharing a digital name card).

7.2 Some features require a Plan subscription to access (“Paid Features”), such as accessing a company network or employee connections.

7.3 You may subscribe to a Plan via the Service. The applicable Fee is shown on the Service and must be paid monthly or annually as selected.

7.4 Fees are exclusive of government taxes. You agree to bear the Taxes, which the Company may charge in addition to the Fee.

Payment of Fee

7.5 Invoices are provided via your Account and must be paid within 7 days. Failure to pay may result in suspension or termination of your Plan.

7.6 Payments are processed through a third-party Payment Gateway, and subject to its terms and policies. The Company is not responsible for the gateway’s security or performance.

7.7 You agree to pay Fees through the Payment Gateway using your chosen payment method.

7.8 A payment receipt will be made available in your Account for each successful transaction.

Additional Terms and Conditions

7.9 If a quotation is issued by the Company, it may vary Plan details, Fees, payment terms, and other conditions.

7.10 By accepting the quotation and continuing the subscription, you agree to the terms stated in that quotation.

7.11 Unless expressly varied, all standard Terms of Use remain in effect.

7.12 In case of conflict, the quotation terms take precedence.

Cancellation or Termination of Plan

7.13 Your Paid Features remain available until you cancel or terminate your Plan, subject to 7.5.

Change

7.14 The Company may change Fees and/or Plans at its sole discretion and will notify you in advance of any such changes.

8. NO UNLAWFUL OR PROHIBITED USE

8.1 You agree that you shall not use the Service for any purpose that is unlawful or prohibited by any applicable laws or regulations.

9. PRIVACY OF INFORMATION

9.1 You acknowledge and agree that the Company may receive, collect, process, use, retain, and disclose your private and confidential Information in connection with your use of the Service.

9.2 The Company’s collection, processing, use, retention, and disclosure of such private and confidential Information shall be in accordance with the Company’s privacy policy (“Privacy Policy”). The Privacy Policy is hereby deemed to be incorporated in these Terms of Use.

9.3 By accessing and using the Service, you are deemed to have read, understood, agreed to, and consented to the Privacy Policy.

10. DISCLAIMER

10.1 The Company makes no warranties, either express or implied, about the Service. The Service is provided on an “as-is” and “as-available” basis. The Company disclaims, to the fullest extent permitted by applicable law, all warranties—express or implied—including but not limited to warranties of:

Satisfactory quality, Accuracy and completeness, Performance, Merchantability, Fitness for a particular purpose, Non-infringement, Security of data, Absence of viruses, Compatibility with your devices or internet connection

10.2 Without limiting the generality of the above, the Company does not warrant that the Service will:

(a) Be timely, uninterrupted, or error-free;

(b) Meet your requirements or expectations;

11. INTELLECTUAL PROPERTY

11.1 Except for User Content and Third Party Content, all Intellectual Property Rights in and to the Service—including but not limited to source code, technology, and design—belong to the Company.

11.2 These Terms of Use do not grant you any rights, title, or interest in the Intellectual Property Rights. You shall not use such Intellectual Property Rights without the express written permission of the Company.

11.3 Except as expressly granted, all rights in and to the Service and related Intellectual Property Rights are reserved by the Company.

12. GOVERNING LAWS

12.1 These Terms of Use and the use of the Service shall be governed by the laws of Malaysia. All parties agree to submit to the exclusive jurisdiction of the Malaysian courts.

13. SEVERABILITY

13.1 If any provision of these Terms of Use is found to be invalid or unenforceable, that provision shall be severed, and the remaining provisions shall remain in full force and effect.

14. ASSIGNMENT

14.1 You may not assign, transfer, or dispose of any rights or obligations under these Terms of Use without prior written consent from the Company.

14.2 The Company may assign, license, or novate its rights and obligations at any time without your prior consent. The Company may also subcontract any part of the Service to third parties without notifying you.

15. AMENDMENTS

To the Service

15.1 The Company reserves the right to change or discontinue any aspect or feature of the Service at any time, including but not limited to content, availability hours, and technical requirements.

To These Terms of Use

15.2 These Terms of Use may be amended, added to, or deleted by the Company at its sole discretion. You will be deemed to have notice of such changes upon their posting on the Website. If you disagree with any changes, you may terminate your subscription. If you continue using the Service, you are deemed to have accepted the changes.

16. TERMINATION OF SERVICE

16.1 You may delete your Account or unsubscribe from your Plan at any time on the Service or by contacting us (as applicable).

16.2 In the event of any cancellation or termination of your Plan, the Company shall not be liable to, and you shall not be entitled to receive any refund of the Fee paid to the Company unless otherwise agreed by the Company at its sole discretion.

16.3 The Company reserves the right to suspend or terminate your Account, Plan, or the Service at any time, at its sole discretion, and without prior notice to you, in the event you breach any of the provisions of these Terms of Use or violate any applicable laws and regulations.

16.4 In addition to and without derogating from the above, the Company, in its sole discretion, reserves the right to terminate these Terms of Use and/or suspend or terminate your access to the Service, your Account, or Plan for any reason and at any time. You acknowledge that the Company’s decision to take such actions, including limiting access to your Account, placing holds, or imposing suspensions, may be based on confidential criteria essential to the Company’s risk management and the security of your Account. The Company is under no obligation to disclose the details of its risk management or security procedures. If we limit access to your Account, we may provide notice and the opportunity to request restoration of access if, in our sole discretion, we deem it appropriate.

16.5 You may not evade an investigation by closing or deleting your Account. If you close or delete your Account during an ongoing investigation, we may hold your funds or any monies due to you (if any) to protect the Company, its affiliates, or any third party from risks such as reversals, chargebacks, claims, fees, fines, penalties, and other liabilities. You will remain liable for all obligations related to your Account even after it is closed or deleted.

17. THIRD PARTY PLAN

17.1 Paragraphs 7 and 16 of these Terms of Use shall not apply in respect of any Third Party Plan.

17.2 Subscription to any Third Party Plan shall be further subject to the terms, conditions, and policies of the relevant Third Party Partner and/or any agreement between you (or the User who has subscribed to a Third Party Plan and extended such Third Party Plan to you) and such Third Party Partner.

17.3 You acknowledge and agree that the Third Party Plans are provided by the relevant Third Party Partner, not by the Company. The Company accepts no responsibility or liability whatsoever in respect of the Third Party Plans. Any subscription to Third Party Plans shall be at your own risk.

17.4 All questions regarding any Third Party Plan shall be directed to the relevant Third Party Partner.

18. WAIVERS

18.1 No delays or omissions by us in exercising any rights or remedies provided herein will impair such rights or remedies or be construed as a waiver of any such rights or remedies. If we exercise any right or remedy, in whole or in part, that exercise will not prevent us from any further or future exercise of such right or remedy or any other right or remedy. No waiver will be valid unless provided in writing and signed by us.

19. HEADINGS

19.1 Section headings and sub-headings are included herein for convenience and reference only.