General Terms & Conditions of Everus Technologies dated 1st October 2017
1. ACCEPTANCE OF TERMS
1.2 EVERUS TECHNOLOGIES SDN BHD may amend this Agreement at any time if necessary by notifying the Merchant with prior notice. The amended and restated Agreement shall be effective immediately upon posting. Posting by EVERUS TECHNOLOGIES SDN BHD of the amended and restated Agreement and your continued use of the Service shall be deemed to be acceptance of the amended terms.
2. THE SERVICE
2.1 The Service will be offered free-of-charge for an unspecified time period unless terminated in accordance with the terms of this Agreement.
2.2 The Service will have the following core features (which may be added to or modified, or suspended for scheduled or unscheduled maintenance purposes, from time to time at the sole discretion of EVERUS TECHNOLOGIES SDN BHD and notified to you)
Company Profile - allows each Merchant to display and edit basic information about its business, such as year and place of establishment, estimated annual sales, number of employees, and products and services offered, etc.
Products - allows each Merchant to display and edit descriptions, specifications and images of products.
2.3 EVERUS TECHNOLOGIES SDN BHD may suspend or terminate all or part of the above at any time in its sole discretion. EVERUS TECHNOLOGIES SDN BHD reserves the right to charge for the Service or any feature or functionality of the Service at any time in its sole discretion.
2.4 Benefits, features and functions available to a Merchant may vary for different countries and regions. No warranty or representation is given that a particular feature or function or the same type and extent of features and functions will be available.
2.5 The availability of any transactional features and functions on the Site to any Merchant may be conditional on verification of Merchant’s identity and/or its designated bank account by EVERUS TECHNOLOGIES SDN BHD and/or its approved independent third parties.
2.6 EVERUS TECHNOLOGIES SDN BHD shall issue a Merchant ID and Password (the latter shall be chosen by the Merchant during registration) to each Merchant to access the Service through such Merchant's Account. Each Merchant shall be solely responsible for maintaining the confidentiality of its Merchant ID and Password and for all activities that occur under the Merchant ID and Password. A set of Merchant ID and Password is unique to a single Account and no Merchant shall share, assign or permit the use of its Account, Merchant ID or Password to another person outside of the Merchant's business entity. Each Merchant acknowledges that sharing of its Account with other persons, or allowing multiple users outside of its business entity to use its Account (collectively, "multiple use"), may cause irreparable harm to EVERUS TECHNOLOGIES SDN BHD and each Merchant shall indemnify EVERUS TECHNOLOGIES SDN BHD against any loss or damages (including but not limited to loss of profits) suffered by EVERUS TECHNOLOGIES SDN BHD as a result of such multiple use of an Account. Each Merchant hereby undertakes to notify EVERUS TECHNOLOGIES SDN BHD immediately of any unauthorized use of its Account, Merchant ID or Password or any other breach of security. Each Merchant hereby agrees that EVERUS TECHNOLOGIES SDN BHD shall not be liable for any loss or damages arising from the Merchant's failure to comply with this paragraph.
2.7 EVERUS TECHNOLOGIES SDN BHD reserves the right to change, upgrade, modify, limit or suspend the Service or any of its related functionalities or applications at any time temporarily or permanently without prior notice. EVERUS TECHNOLOGIES SDN BHD further reserves the right to introduce new features, functionalities, applications or conditions to the Service or to future versions of the Service. All new features, functionalities, applications, conditions, modifications, upgrades and alterations shall be governed by this Agreement, unless otherwise stated by EVERUS TECHNOLOGIES SDN BHD.
2.8 Each Merchant acknowledges that inability to use the Service wholly or partially for whatever reason may have adverse effects on its business. Each Merchant hereby agrees that in no event shall EVERUS TECHNOLOGIES SDN BHD be liable to the Merchant or any third parties for any inability to use the Service (whether due to disruption, changes to or termination of the Service or otherwise), any delays, inaccuracies, errors or omissions with respect to any communications or transmission or delivery of all or any part thereof, or any damage (direct, indirect, consequential or otherwise) arising from the use of or inability to use the Service.
3. MERCHANT RESPONSIBILITIES
3.1 Each Merchant hereby represents, warrants and agrees to (a) provide true, accurate, current and complete information about itself and its business references as may be required by EVERUS TECHNOLOGIES SDN BHD and (b) maintain and promptly amend all information to keep it true, accurate, current and complete. Each Merchant hereby grants an irrevocable, perpetual, worldwide and royalty-free, sub-licensable (through multiple tiers) license to EVERUS TECHNOLOGIES SDN BHD to display and use all information provided by such Merchant in accordance with the purposes set forth in this Agreement and to exercise the copyright, publicity, and database rights you have in such material or information, in any media now known or not currently known.
3.2 Each Merchant hereby represents, warrants and agrees that the use by such Merchant of the Service and the Site shall not:
contain fraudulent information or make fraudulent offers of items or involve the sale or attempted sale of counterfeit or stolen items or items whose sales and/or marketing is prohibited by applicable law, or otherwise promote other illegal activities;
be part of a scheme to defraud other Merchants or other users of the Site or for any other unlawful purpose;
infringe or otherwise abet or encourage the infringement or violation of any third party's copyright, patent, trademarks, trade secret or other proprietary right or rights of publicity and privacy or other legitimate rights;
impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity;
violate any applicable law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);
contain information that is defamatory, libelous, unlawfully threatening or unlawfully harassing;
contain information that is obscene or contain or infer any pornography or sex-related merchandising or any other content or otherwise promotes sexually explicit materials or is otherwise harmful to minors;
promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
contain any material that constitutes unauthorized advertising or harassment (including but not limited to spamming), invades anyone's privacy or encourages conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any law or regulation;
involve attempts to copy, reproduce, exploit or expropriate EVERUS TECHNOLOGIES SDN BHD's various proprietary directories, databases and listings;
involve any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information; and
involve any scheme to undermine the integrity of the computer systems or networks used by EVERUS TECHNOLOGIES SDN BHD and/or any user of the Service and no Merchant shall attempt to gain unauthorized access to such computer systems or networks;
otherwise create any liability for EVERUS TECHNOLOGIES SDN BHD or its affiliates.
3.3 Merchant shall not take any action which may undermine the integrity of EVERUS TECHNOLOGIES SDN BHD's feedback system, such as leaving positive feedback for himself using secondary Merchant IDs or through third parties or by leaving unsubstantiated negative feedback for another Merchant.
3.4 Each Merchant acknowledges and agrees that EVERUS TECHNOLOGIES SDN BHD shall not be required to actively monitor nor exercise any editorial control whatsoever over the content of any message or other material or information created, obtained or accessible through the Service. EVERUS TECHNOLOGIES SDN BHD does not endorse, verify or otherwise certify the contents of any comments or other material or information made by any Merchant. Each Merchant is solely responsible for the contents of their communications and may be held legally liable or accountable for the content of their comments or other material or information.
3.5 Each Merchant represents, warrants and agrees that it has obtained all necessary third party licenses and permissions and shall be solely responsible for ensuring that any material or information it posts on the Site or provides to EVERUS TECHNOLOGIES SDN BHD or authorizes EVERUS TECHNOLOGIES SDN BHD to display does not violate the copyright, patent, trademark, trade secrets or any other personal or proprietary rights of any third party or is posted with the permission of the owner(s) of such rights. Each Merchant further represents, warrants and agrees that it has the right and authority to sell, distribute or offer to sell or distribute the products described in the material or information it posts on the Site or provides to EVERUS TECHNOLOGIES SDN BHD or authorizes EVERUS TECHNOLOGIES SDN BHD to display.
4. LIMITATION OF LIABILITY
4.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND EVERUS TECHNOLOGIES SDN BHD HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED.
4.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, EVERUS TECHNOLOGIES SDN BHD MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH THE SITE.
4.3 Any material downloaded or otherwise obtained through the use of the Service is done at each Merchant's sole discretion and risk and each Merchant is solely responsible for any damage to its computer system or loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by any Merchant from EVERUS TECHNOLOGIES SDN BHD or through or from the Service shall create any warranty not expressly stated in this Agreement.
4.4 The Site may make available to User services or products provided by independent third parties. No warranty or representation is made with regard to such services or products. In no event shall EVERUS TECHNOLOGIES SDN BHD and its affiliates be held liable for any such services or products.
4.5 Under no circumstances shall EVERUS TECHNOLOGIES SDN BHD be held liable for an delay or failure or disruption of the Service resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, Acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.
4.6 EVERUS TECHNOLOGIES SDN BHD shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort or otherwise or any other damages resulting from any of the following:
the use or the inability to use the Service;
any defect in goods, samples, data, information or services purchased or obtained from a Merchant or a third-party service provider through the Site;
unauthorized access by third parties to data or private information of any Merchant;
statements or conduct of any user of the Site; or
any other matter relating to the Service however arising, including negligence.
4.7 Notwithstanding any of the foregoing provisions, the aggregate liability of EVERUS TECHNOLOGIES SDN BHD, its employees, agents, affiliates, representatives or anyone acting on its behalf with respect to each Merchant for all claims arising from the use of the Service or the Site shall be limited to MYR$100. The preceding sentence shall not preclude the requirement by the Merchant to prove actual damages. All claims arising from the use of the Service must be filed within either one (1) year from the date the cause of action arose or such longer period as prescribed under any applicable law governing this Agreement.
5.2 EVERUS TECHNOLOGIES SDN BHD and the Merchant are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
5.3 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.
5.4 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
5.5 EVERUS TECHNOLOGIES SDN BHD's failure to enforce any right or failure to act with respect to any breach by a Merchant under this Agreement will not waive that right nor waive EVERUS TECHNOLOGIES SDN BHD's right to act with respect with subsequent or similar breaches.
5.6 EVERUS TECHNOLOGIES SDN BHD shall have the right to assign this Agreement (including all of its rights, titles, benefits, interests, and obligations and duties in this Agreement) to any person or entity (including any affiliates of EVERUS TECHNOLOGIES SDN BHD). The Merchant may not assign, in whole or part, this Agreement to any person or entity.
5.7 THIS AGREEMENT SHALL BE GOVERNED IN ACCORDANCE WITH THE LAWS OF MALAYSIA. THE PARTIES TO THIS AGREEMENT HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE MALAYSIAN COURTS.
5.8 Each customer is required to conduct their own due diligence before engaging in any commercial transactions through Everusmall and solely assumes any risks arising thereafter primarily on the use of EVR as digital currency exchanges.