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WebLITE Version 4.x
End-User License Agreement
Effective Date: 1st SEPTEMBER 2010
BEFORE USING THIS SOFTWARE, CAREFULLY READ THESE TERMS AND CONDITIONS
BY USING THIS SOFTWARE, YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS
This non-exclusive End-User License Agreement (‘EULA’) is a legal agreement between you (either an individual or single entity licensee; or member of a single entity licensee) (‘YOU’) and Teneo Technologies Sdn. Bhd. (‘TENEO’) for:
The WebLITE Version 4.x software and its licensed applications include associated media, printed material, ‘online’ or electronic documentation, and Internet-based services (‘WebLITE’). An amendment or addendum to this EULA may accompany WebLITE.
YOU represent and warrant that:
(a) YOU possess the legal right and ability to enter into this agreement; and
(b) The performance of TENEO’s obligation and use of WebLITE (by YOU) is for lawful purposes only and in accordance with this EULA. In using of WebLITE, YOU will NOT violate any applicable laws, regulations or the Rule and Regulations or cause a breach of any agreements with any agreements with any third parties or unreasonably interfere with other TENEO customers’ use of WebLITE. YOU assume all risks related to processing of transactions related to electronic commerce.
Whereby it is agreed:
1. DEFINITIONS AND INTERPRETATIONS:
1.1 In this agreement, the following terms and definitions apply unless the contrary shall appear:
“ANNUAL LICENSE FEE” means the annual fee payable by YOU to TENEO for annual SOFTWARE SUPPORT for WebLITE;
“CAN-SPAM” means The CAN-SPAM Act of 2003 (U.S.A) (Controlling the Assault of Non-Solicited Pornography and Marketing Act) that establishes requirements for those who send commercial email, spells out penalties for spammers and companies whose products and services are advertised in spam if they violate the law, and gives consumers the right to ask emailers to stop spamming them. More information can be found at http://www.ftc.gov/
“CLIENTS” means users of WebLITE;
“CONFIDENTIAL INFORMATION” means information of TENEO and YOU that is confidential to one another;
“CONTENTS” means all information, material and content published through the use of WebLITE;
“CORE COMPONENT” is WebLITE’s main control panel, Base Management Console, which manages WebLITE licensing, user management, administrative settings and FUNCTIONAL COMPONENTS;
“DATA” means any data, file, message, computer program code, information and web content howsoever presented including but not limited to information, text, graphics, audio or visual information residing on and stored using WebLITE on allocated HARDWARE, directly or indirectly by, for and on behalf of, or with consent of, YOU for which YOU assume full responsibility whether for its legality, proprietorship, liability or otherwise;
“DOMAIN NAME LICENSING” is the licensing method of the WebLITE based on per domain name basis of LICENSEE who is the registrant of the said domain name, of which the CORE COMPONENTS and relevant FUNCTIONAL COMPONENTS has been licensed to;
“EULA” means this non-exclusive End-User License Agreement, its provisions and schedules, which is a legal agreement between YOU and TENEO;
“FATAL ERROR” means WebLITE is not operational;
“FEES & CHARGES” means the fees and charges due to TENEO for purchase of products/services and may include disbursement expenses and any sales, value-added or other similar taxes imposed by applicable laws that YOU agree to bear.
“FUNCTIONAL COMPONENTS” includes WebLITE’s modular application(s) that are licensed to YOU;
“HARDWARE” means the web server or computer (owned by YOU or leased by YOU from a 3rd party hosting provider) in which WebLITE is installed and used;
“HELP DESK” means a remote assistance service that provides information and assistance to the users of WebLITE via telephone, facsimile, email and/or remote access;
“INITIAL SUPPORT TERM” means the initial year or first (1st) year of support services subsequent to a license purchase of a CORE COMPONENT or FUNCTIONAL COMPONENT;
“INTELLECTUAL PROPERTY” includes, but is not limited to all copyright, trade mark, design and patent rights belonging or licensed to TENEO; whether or not registrable, or other similar industrial property rights and legal entitlements in any jurisdiction throughout the world;
“LICENSEE” means party obtaining rights under this End-User License Agreement;
“LICENSOR” means party granting rights under this End-User License Agreement;
“MAJOR ENHANCEMENTS” means any major functional revisions to WebLITE (designated by a renumbering release number such as 3.8 to 4.0);
“MALFUNCTION ERROR” means an error that causes non-critical features of WebLITE to consistently malfunction;
“MINIMAL IMPACT ERROR” means an error that cause attributes and/or options of WebLITE not to operate in accordance with specification;
“MINOR ENHANCEMENTS” means any minor release, update, modification or ‘bug fix’ (designated by a renumbered release number such as 4.0 to 4.1) of WebLITE, which does provide materially new functionality, as determined by TENEO in its sole discretion, and made generally available to YOU during the SUPPORT PERIOD;
“OPTIONAL SERVICES” excludes standard WebLITE SOFTWARE SUPPORT services and includes, but is not limited to On-Site WebLITE Support Services, Hosting Services, Domain Name Registration/Renewal/Management Services and other Internet-related services;
“PARTY” or “PARTIES” means TENEO or YOU or both TENEO and YOU;
“RENEWAL SUPPORT TERM” means the successive one (1) year support renewal term upon full payment of ANNUAL LICENSE FEE;
“SEVERE IMPACT ERROR” means WebLITE has an error that results in a lack of software functionality or that cause intermittent system failure;
“SMS”, Short Message Service, means the services of transmitting of short text messages to and from a mobile phone, IP address and other related communication devices/services.
“SOFTWARE SUPPORT” means WebLITE software support services provided by TENEO during the SUPPORT PERIOD which encompasses HELP DESK support and future SOFTWARE UPDATES within the terms of this End-User License Agreement;
“SOFTWARE UPDATES” includes MINOR ENHANCEMENTS and MAJOR ENHANCEMENTS;
“SUPPORT INCIDENT” means one specific error or technical issue that begins when YOU contact TENEO’s Technical Support via telephone at +60 3 7880 8096, facsimile at +60 3 7880 8097 or email at support@weblite.com.my and ends when either the said single specific error or other technical issue is resolved or TENEO Technical Support deems it non-resolvable;
“SUPPORT PERIOD” means the period within the INITIAL SUPPORT TERM and RENEWAL SUPPORT TERM;
“SUPPORT RESPONSE” means TENEO’s acknowledge of an error or technical enquiry regarding SOFTWARE SUPPORT, and does not necessarily mean that a resolution will be achieved;
“SUPPORT TIME” is between 0900 – 1800 Malaysian Time (GMT + 8 hours) from Monday to Friday excluding those days officially declared as Public Holiday in MALAYSIA;
“TENEO” means Teneo Technologies Sdn. Bhd., a private limited liability company incorporated and domiciled in MALAYSIA, and is the manufacturer and licensor of WebLITE;
“WebLITE TERM SHEET” is a document that details your licensed WebLITE application(s), licensed domain name, support contacts, latest SUPPORT PERIODs, optional services (if any) and related renewal FEES & CHARGES. This document is issued electronically and/or hard copy to YOU and is subject to change from time to time.
“WebLITE” means the WebLITE modular software application offering, inter alia, web authoring tools and Internet tools as published at www.weblite.com.my. The WebLITE Version 4.x software and its licensed applications include associated media, printed material, ‘online’ or electronic documentation, and Internet-based services;
“YOU” means either an individual or single entity licensee; or member of a single entity licensee using this software, WebLITE;
In this EULA, where the context so requires, words importing the singular and the masculine gender including the plural number or feminine gender and words importing persons include corporations and vice versa.
1.2 The language of this EULA is English and even though there may be translations of this EULA in other languages, English shall be the sole language used on the interpretation of the terms and conditions of this EULA.
1.3 This EULA supercedes any other agreement including any existing agreements on any WebLITE products. The terms also apply to any WebLITE SOFTWARE UPDATES, add-on components, supplements, Internet-based services and SOFTWARE SUPPORT services provided by TENEO that YOU may obtain from TENEO after the date of YOU obtain your initial copy of WebLITE.
1.4 By installing, copying and/or using WebLITE, YOU accept the terms of this EULA. If YOU do not accept them, do not use WebLITE.
1.5 Using WebLITE also operates as your consent to the transmission of certain computer information during activation, validation and for Internet-based services.
2. LICENSING:
2.1. Grant of License:
2.1.1. Software – WebLITE, includes a suite of modular web applications owned by TENEO which is primarily designed for web server environments. This includes the CORE COMPONENT and FUNCTIONAL COMPONENTS.
2.1.2. Operating System, Coding and Database – WebLITE is licensed for use only on Microsoft platform including, but not limited to, Microsoft Windows Server 2008 and Microsoft SQL Server 2008. All licensing rights, terms and conditions of Microsoft Products are held by Microsoft Corporation. For more information, go to www.microsoft.com
2.1.3. Licensing Method – The individual CORE COMPONENT and FUNCTIONAL COMPONENTS are licensed based on DOMAIN NAME LICENSING. Each component has an associated license key provided by TENEO upon purchase and is validated online via TENEO’s licensing server. YOU have the obligation to ensure that YOU are the rightful registrant of the licensed domain name.
2.1.4. Software Transfer
2.1.4.1. Internal
YOU may transfer the licensing of WebLITE from your existing licensed domain name to a new domain name for your own internal corporate, branding and marketing purposes.
Such request must be sent to support@weblite.com.my for further procedures and guidelines. YOU shall be responsible for paying FEE & CHARGES for such WebLITE licensing transfer at TENEO’s then standard rates.
After the transfer, WebLITE CANNOT be used with your existing licensed domain name, and can only be solely used for your new domain name.
2.1.4.2. Transfer to third (3rd) party
WebLITE licensing is permanent to YOU and is NOT transferrable to any third (3rd) party.
2.1.5. Installation and Usage – YOU may install, use, display and run as many copies of WebLITE on a single HARDWARE, provided that each of these installations are registered to a licensed domain name.
2.1.6. Number of Users – YOU may create unlimited number of users on WebLITE. There is no limit on concurrent CLIENTS using WebLITE at any one point.
2.1.7. Backup Copy – YOU may make one (1) backup copy of WebLITE. YOU may use it only to reinstallation purposes.
2.2. Scope of License:
2.2.1. WebLITE is licensed, NOT SOLD (This software is NOT FREE). This EULA only gives YOU some rights to use the software, WebLITE.
2.2.2. YOU may use WebLITE only as expressly permitted in this EULA. In doing so, YOU must comply with any technical limitations in WebLITE that only allows YOU to use it in certain ways.
2.2.3. YOU may NOT:
2.2.3.1. Reverse engineer, decompile, or disassemble WebLITE;
2.2.3.2. Work around any technical limitation of WebLITE;
2.2.3.3. Produce and distribute modifications and modification instructions, skin or design packs or language packs;
2.2.3.4. Make more copies of WebLITE than specified in this EULA;
2.2.3.5. Publish WebLITE for others to copy;
2.2.3.6. Rent, Lease or Lend WebLITE; or
2.2.3.7. Use WebLITE in such ways as to condone or encourage terrorism, promote or provide pirated software, or any other form of illegal and damaging activities that do not comply with applicable laws.
2.3. Rights and Ownership:
2.3.1. TENEO reserves all rights and expressly grant YOU in this EULA. WebLITE is protected by copyright and other intellectual property laws and treaties. TENEO own the title, copyright and other INTELLECTUAL PROPERTY rights in WebLITE. WebLITE is licensed, NOT SOLD.
2.4. INTELLECTUAL PROPERTY:
2.4.1. YOU may NOT remove or alter any TENEO’s INTELLECTUAL PROPERTY, or co-brand your own products, material or services with TENEO’s INTELLECTUAL PROPERTY, without TENEO’s written consent.
2.4.2. YOU acknowledge TENEO’s rights in TENEO’s INTELLECTUAL PROPERTY and agree that any use of TENEO’s INTELLECTUAL PROPERTY by YOU shall inure to TENEO’s sole benefit.
2.4.3. YOU agree NOT to incorporate any of TENEO’s INTELLECTUAL PROPERTY into your trademarks, service marks, company names, Internet address, domain names, or any other similar designations, for use on or in connection with computer or Internet-related products, services or technologies.
3. SUPPORT SERVICES:
3.1. Introduction:
3.1.1. TENEO provides SOFTWARE SUPPORT services for WebLITE for the INITIAL SUPPORT TERM and RENEWAL SUPPORT TERM.
3.1.2. The SUPPORT TIME is between 0900 – 1800 Malaysian Time (GMT + 8 hours) from Monday to Friday excluding those days officially declared as Public Holiday in MALAYSIA.
3.2. Scope of WEBLITE SUPPORT SERVICES by TENEO pursuant to this EULA:
3.2.1. HELP DESK
3.2.1.1. TENEO provide YOU with reasonable HELP DESK assistance during the SUPPORT TIME regarding:
• installing, implementation and usage of WebLITE, and;
• the identification, diagnosis and correction of a reproducible error of WebLITE;
to perform in substantial conformity with WebLITE specification, set forth in the corresponding WebLITE User Guide(s), help files or other printed documentation officially issued by TENEO to YOU.
3.2.1.2. TENEO will attempt to resolve any support questions posed by YOU. If TENEO determines that it would appropriate to do so, TENEO may defer resolution of the support question(s) until a later time.
3.2.1.3. At TENEO’s discretion, TENEO may provide you with HELP DESK support during times other than the SUPPORT TIME and/or beyond the maximum number of monthly and/or annual SUPPORT INCIDENT limits (if applicable) at TENEO’s then standard rates. YOU shall be responsible for paying FEES & CHARGES for such additional HELP DESK support.
3.2.2. Website
TENEO will provide YOU with access to technical information via its website, www.weblite.com.my, on the Internet.
3.2.3. MINOR ENHANCEMENTS
TENEO will provide YOU with all MINOR ENHANCEMENTS at no additional cost to YOU during the SUPPORT PERIOD.
3.2.4. MAJOR ENHANCEMENTS
TENEO will provide YOU with all MAJOR ENHANCEMENTS at no additional cost to YOU during the SUPPORT PERIOD.
3.2.5. Onsite Software Support
The SOFTWARE SUPPORT does NOT include Onsite Software Support services. YOU shall be responsible for paying FEE & CHARGES for such additional Onsite Software Support at TENEO’s then standard rates.
3.2.6. SOFTWARE UPDATES and migration
After any WebLITE upgrade via MINOR ENHANCEMENTS or MAJOR ENHANCEMENTS, YOU may no longer use the WebLITE version that formed the basis for your upgrade eligibility.
YOU understand and agree that certain upgrades may require migration services in order to access WebLITE. TENEO may, in TENEO’s sole discretion, require additional fees to perform these migration services. TENEO also may, in TENEO’s sole discretion, give YOU a choice of either:
3.2.6.1. Pay such FEES & CHARGES for such migration services; or
3.2.6.2. Continue to use WebLITE without such upgrades.
3.2.7. Restrictions
3.2.7.1. TENEO may limit or terminate the SOFTWARE SUPPORT being provided if your use of SOFTWARE SUPPORT in an abusive or fraudulent manner, as determined by TENEO in its reasonable discretion.
Example 1 - unreasonable high number of calls to TENEO’s HELP DESK that concern previously resolved SUPPORT INCIDENT(s);
Example 2 - repeated posing of questions to TENEO’s HELP DESK of questions to which the answer is readily found in the corresponding WebLITE User Guide(s), help files or other printed documentation officially issued by TENEO to YOU.
3.2.7.2. Resale, assignment or transfer of TENEO’s SOFTWARE SUPPORT services is strictly prohibited and will be grounds for termination of the SOFTWARE SUPPORT.
3.2.8. Exclusions
TENEO shall NOT be required to provide any SOFTWARE SUPPORT services relating to problems or issued arising out of or from:
3.2.8.1. Your use of WebLITE in a manner for which WebLITE was not designed for;
3.2.8.2. Damage to your HARDWARE on which WebLITE is installed;
3.2.8.3. Your negligence, misuse, or modification of WebLITE;
3.2.8.4. Version of WebLITE other than the most recent version (e.g. 4.x) or one major version back (e.g. 3.x);
3.2.8.5. WebLITE no longer listed on TENEO’s website, www.weblite.com.my as supported products.
If YOU are using WebLITE that is not properly licensed, YOU will not be entitled to receive SOFTWARE SUPPORT.
3.2.9. Optional Services
TENEO may provide YOU additional OPTIONAL SERVICES for WebLITE not otherwise covered under this EULA or specifically excluded in this EULA, provided that YOU pay TENEO for such services at TENEO’s then standard rates. YOU shall be responsible for paying FEES & CHARGES for such additional OPTIONAL SERVICES.
Except to the extent specifically otherwise provided in this EULA, such OPTIONAL SERVICES are not included within the terms of this EULA.
3.3. SOFTWARE SUPPORT procedure:
3.3.1. Notification
To obtain SOFTWARE SUPPORT, YOU must notify TENEO immediately of any suspected error or technical enquiry relating to WebLITE and must provide TENEO with reasonable detail(s) of the nature of and circumstances surrounding the error or technical enquiry. Reasonable details(s) includes complete software, hardware and network configuration as requested by TENEO.
3.3.2. Remote Diagnostics
TENEO may perform remote diagnostics to determine the existence and nature of an error and technical enquiry relating to WebLITE.
3.3.3. Error Correction or Technical Enquiry Resolution
TENEO will make reasonable commercial efforts to correct and resolve the error(s) or technical enquiry that YOU report to TENEO and which TENEO is able to reproduce. YOU will promptly provide TENEO with all information requested by TENEO to reproduce such error(s) or scenario that generated the technical enquiry relating to WebLITE.
3.3.4. Remote Connection
TENEO may perform any error correction via remote telecommunication.
If such remote support is unavailable, in TENEO’s opinion, to satisfactorily resolve the confirm error, TENEO may require YOU to obtain Onsite Software Support. YOU shall be responsible for paying FEES & CHARGES for such additional Onsite Software Support at TENEO’s then standard rates.
3.4. SUPPORT RESPONSE time:
3.4.1. TENEO will use reasonable commercial effort to communicate with YOU, by telephone, facsimile, email or TENEO’s website, www.weblite.com.my, within the targeted response times, regarding errors that YOU report to TENEO during the SUPPORT TIME.
3.4.2. The error and technical enquiry priority are as follows:
3.4.2.1. LEVEL 1 - FATAL ERROR
Nature - WebLITE is not operational.
Response Time - One (1) to Two (2) Working Days of SUPPORT TIME.
3.4.2.2. LEVEL 2 - SEVERE IMPACT ERROR
Nature - WebLITE has an error that results in a lack of software functionality or that cause intermittent system failure.
Response Time - Two (2) to Three (3) Working Days of SUPPORT TIME.
3.4.2.3. LEVEL 3 - MALFUNCTION ERROR
Nature - An error that causes non-critical features of WebLITE to consistently malfunction.
Response Time - Three (3) to Five (5) Working Days of SUPPORT TIME.
3.4.2.4. LEVEL 4 - MINIMAL IMPACT ERROR
Nature - An error that cause attributes and/or options of WebLITE not to operate in accordance with specification.
Response Time - Next scheduled MINOR ENHANCEMENTS.
3.5. Limitations on TENEO’s SOFTWARE SUPPORT Obligations:
TENEO’s SOFTWARE SUPPORT obligations shall NOT include computer hardware, computer network, electrical, telephone, interconnection, or the installation or repair of accessories, alterations, parts or device NOT furnished by TENEO.
Notwithstanding anything to the contrary elsewhere in this EULA, TENEO has no obligation to provide any SOFTWARE SUPPORT services to YOU if:
3.5.1. Such support relates to or involves any products, data, feature, device or equipment not provided by TENEO;
3.5.2. YOU or a third (3rd) party has altered or modified any portion of WebLITE in any manner without prior consent of TENEO;
3.5.3. YOU have not installed or used WebLITE in accordance with instructions provided by TENEO, including failure to follow implementation procedures;
3.5.4. YOU have failed to replace earlier versions of WebLITE with SOFTWARE UPDATES provided to YOU during the SUPPORT PERIOD;
3.5.5. A party other than TENEO (or a party not authorized by TENEO) has serviced WebLITE and WebLITE no longer conforms to its specifications; or
3.5.6. YOU are not in full compliance with the other terms of this EULA, or any other agreements between TENEO and YOU.
4. YOUR OBLIGATIONS AS END USER OF WebLITE:
4.1. User Responses, Prohibition of Unsolicited Commercial E-Mail Advertisements or Communications in accordance with CAN-SPAM and Prohibition of Unsolicited Commercial SMS Advertisements or Communications:
4.1.1. YOU agree to refrain from posting or transmitting to or from using WebLITE any material that is infringing on the intellectual property rights of any third (3rd) parties or otherwise lawful, including, without limitation, materials that are threatening, libelous, defamatory, racist, harassing, lewd, obscene to minors, software piracy in nature or pornographic;
4.1.2. YOU agree that TENEO may, but is NOT obligated to, monitor user responses that are posted using WebLITE and may remove, or restrict or disable access to, any materials posted using WebLITE, without incurring liability for doing so;
4.1.3. Unless TENEO has entered into a separate written non-disclosure agreement with YOU, TENEO shall have no obligation to keep confidential any third (3rd) party contents posted on or transmitted using WebLITE or any e-mail address or SMS numbers associated with it; and
4.1.4. YOU may NOT use WebLITE to send unsolicited commercial e-mail advertisements or communications to third (3rd) parties or TENEO in accordance to CAN-SPAM policies or to send unsolicited commercial SMS advertisements or communications to third (3rd) parties or TENEO;
4.2. In your usage of WebLITE, YOU will diligently adhere to the terms and conditions of usage as set out by your telecommunication (hosting, e-mail and/or SMS) gateway provider(s) and the relevant applicable laws.
4.3. YOU agree that should YOU be using WebLITE for electronic commerce activities, YOU will be solely responsible for the operation and maintenance of your online store and products and all CONTENTS and materials appearing online or on your product, including but limited to:
4.3.1. the accuracy and appropriateness of CONTENTS and materials appearing within the online store or related to your products;
4.3.2. ensuring that the content and materials appearing within the online store or related to your products do NOT violate or infringe upon the right of any third (3rd) party;
4.3.3. ensuring that the CONTENTS and materials within the online store or related to your products are not libellous or otherwise illegal;
4.3.4. the accuracy for the final calculation and application of shipping and any taxes as required by applicable laws;
4.3.5. the acceptance, processing and filling of any customer orders, and for handling any customer inquiries or complaints arising therefrom; and
4.3.6. the confidentiality, security and care of any customer credit card numbers and related customer information YOU may access as result of conducting electronic commerce transactions on your website.
4.4. YOU acknowledge that TENEO does NOT regulate or take responsibility for the CONTENTS or DATA published or transmitted using WebLITE or for the security of your password on WebLITE. In this respect, YOU agree that the security of WebLITE passwords is solely your responsibility. YOU shall not permit anyone other than YOU to access WebLITE using your user identification and password.
4.5. TENEO use industry-standard methods to protect access to your licensed copy of WebLITE and its database. YOU acknowledge that TENEO is NOT responsible if some other third (3rd) party gains access to your CONTENT and DATA by evading our security measures or otherwise obtains access and copies, modify and/or add to your CONTENT and DATA. YOU agree that there is no such thing as ‘absolute security’ on the Internet.
4.6. YOU acknowledge that TENEO will bear NO responsibility or liability for CONTENTS or DATA and TENEO shall be fully and effectively indemnified and rendered harmless by YOU for the same.
4.7. YOU acknowledge that to help protect against breaches of security and malicious software, YOU are responsible to periodically back up your CONTENT and DATA and system information, use security features such as firewalls and install and use security updates.
4.8. Proof of WebLITE license and compliance with this EULA:
4.8.1. YOU agree that TENEO may audit your use and license validity of your copy of WebLITE for compliance with the EULA terms and conditions, upon reasonable notice.
4.8.2. YOU shall be obligated – upon request from TENEO – within thirty (30) calendar days to fully document and certify that use of WebLITE at the time of request is in conformity with the valid licensing terms and conditions as detailed in this EULA.
4.8.3. In the event that such audit reveals any use of WebLITE by YOU other than in full compliance with the terms and conditions of this EULA, YOU shall reimburse TENEO for all reasonable expenses related to such audit in addition to any other liabilities YOU may incur as a result of such non-compliance.
4.9. Access:
4.9.1. During the SUPPORT PERIOD, YOU will provide TENEO with reasonable access (via remote communications or onsite access, where required and agreed) to your copy of WebLITE to the extent necessary, in TENEO’s discretion, to enable TENEO to meet its support obligations as set forth in this EULA.
4.10. Communication Links:
4.10.1. During the SUPPORT PERIOD, YOU at your sole expense, will provide access to TENEO to your copy of WebLITE installed on your HARDWARE via the Internet. TENEO shall be entitled to use this Internet connection in discharging its responsibility under this EULA. TENEO shall have no liability to YOU if TENEO’s ability to render support is impaired by your inability to provide telecommunication functionality required for the remote SOFTWARE SUPPORT.
4.11. Support Contacts:
4.11.1. YOU shall designate yourself or one of your employees and one alternate as your support contact to be generally available during the SUPPORT TIME to confer with TENEO regarding errors and other support-related issues.
4.11.2. Your support contact(s) are identified in the WebLITE TERM SHEET.
4.11.3. YOU will notify TENEO immediately of any changes in the persons designated as support contacts.
4.11.4. TENEO reserves the right to provide SOFTWARE SUPPORT only to your support contacts.
4.11.5. If YOU require TENEO to provide SOFTWARE SUPPORT to your employees, representatives or consultants other than your support contacts as detailed in the WebLITE TERM SHEET, TENEO may charge additional FEES & CHARGES for such support at its sole discretion at TENEO’s then standard rates. YOU shall be responsible for paying FEES & CHARGES for such additional software support.
4.12. Language:
4.12.1. YOU shall communicate with TENEO in English only. TENEO does NOT warrant the effectiveness or accuracy of SOFTWARE SUPPORT services in other languages that may be entertained by TENEO’s SOFTWARE SUPPORT Team.
4.12.2. TENEO shall NOT be liable of any consequences or ineffectiveness of support communications other than those in English.
4.13. Links to third (3rd) party sites
4.13.1. YOU may link to third (3rd) party sites through the use of WebLITE. The third (3rd) party sites are not under the control of TENEO and TENEO is not responsible for the contents of any third (3rd) party sites, any links contained in third (3rd) party sites, or any changes or updates to third (3rd) party sites.
4.13.2. TENEO is not responsible for webcasting or any other form of transmission received from any third party sites. TENEO is providing these links to third (3rd) party sites to YOU only as convenience, and the inclusion of any link does not imply an endorsement by TENEO of the third (3rd) party site.
4.14. FEES & CHARGES
4.14.1. General FEES & CHARGES
4.14.1.1. YOU shall pay TENEO the FEES & CHARGES for the support plan as detailed in your WebLITE TERM SHEET. TENEO may make reasonable adjustments to the FEES & CHARGES at the beginning of any RENEWAL SUPPORT TERM.
4.14.1.2. TENEO reserves the right to charge additional amounts to YOU should YOU require additional or excessive support at TENEO’s sole discretion.
4.14.1.3. YOU agree to pay any sales, value-added or other similar taxes imposed by the applicable laws that TENEO must pay based on the SOFTWARE SUPPORT plan and/or other services subscription, except for taxes based on TENEO’s income.
4.14.1.4. YOU agree that YOU have not relied on the future availability of any programs, SOFTWARE SUPPORT or SOFTWARE UPDATES in entering the payment obligations in your order.
4.14.2. Miscellaneous Items
4.14.2.1. YOU shall bear all costs associated with procuring, installing, and maintaining all hardware, equipment, related servers, operating systems, software licenses, telephone lines and communication interfaces necessary for YOU to obtain to use WebLITE and TENEO’s support services.
4.14.3. Payment procedures
4.14.3.1. At the start of the INITIAL SUPPORT TERM and on an annual basis 30 days prior to any RENEWAL SUPPORT TERM, TENEO will invoice YOU for all FEES & CHARGES pursuant to this EULA and in accordance to the WebLITE TERM SHEET. YOU shall pay all invoiced amounts in Ringgit Malaysia within fifteen (15) days of the date of invoice.
4.14.3.2. Any payments for RENEWAL SUPPORT TERM fees made after the credit term may be subject to 10% late fees and incurring interest at 1.5% per month until the FEES & CHARGES are paid in full. FEES & CHARGES are non-fundable and are NOT subject to any right of setoff or counterclaim.
5. NON DISCLOSURE
5.1. By virtue of this EULA, TENEO and YOU may have access to CONFIDENTIAL INFORMATION that is confidential to one another. Both PARTIES each agree to disclose only information that is required for the performance of obligations under this EULA.
5.2. CONFIDENTIAL INFORMATION shall be limited to the terms and conditions under this EULA, and all information clearly identified as confidential.
5.3. CONFIDENTIAL INFORMATION shall not include information that:
5.3.1. Is or becomes a part of the public domain through no act or omission of the other PARTY;
5.3.2. Was in the other PARTY’s lawful possession prior to the disclosure and has not been obtained by the other PARTY either directly or indirectly from the disclosing PARTY;
5.3.3. Is lawfully disclosed to the other PARTY by a third (3rd) party without restriction on the disclosure; or
5.3.4. Is independently developed by the other PARTY.
5.4. Both PARTIES agree to hold each other’s confidential information in confidence for a period of three (3) years from the date of disclosure. Also, both PARTIES agree to disclose confidential information only to those employees or agents who are required to protect it against unauthorized disclosure.
5.5. Nothing shall prevent either PARTY from disclose the terms and conditions under this EULA or orders submitted under this EULA in any legal proceeding arising from or in connection with this EULA or disclosing the information to a federal or state governmental entity as required by law.
6. EXPORT RESTRICTIONS
6.1. YOU acknowledge that WebLITE is subject to Malaysian export jurisdiction.
6.2. YOU agree to comply with all applicable International and National laws that apply to WebLITE as well as end-user, end-use and destination restrictions issued by MALAYSIA and other governments.
7. LIMITED WARRANTY
7.1. TENEO warrants that WebLITE will perform substantially in accordance with the accompanying materials for a period of thirty (30) calendar days from the date of receipt.
7.2. As to any defects discovered after the thirty (30) calendar day period, there is no warranty or condition of any kind.
7.3. Any supplements; or upgrade via MINOR ENHANCEMENT or MAJOR ENHANCEMENT of WebLITE, including without limitation, any (if any) bug fixes provide to YOU after the expiration of the thirty (30) calendar day limited warranty period are not covered by any warranty or condition, express, implied or statutory.
7.4. TENEO does not and cannot warrant the performance or results YOU may obtain by using the SOFTWARE.
7.5. Your exclusive remedy under the limited warranty
7.5.1. TENEO’s entire liability and your exclusive remedy for any breach of this limited warranty or for any other breach of this EULA or for any other liability relating to WebLITE shall be, at TENEO’s option from time to time exercised subject to applicable law:
7.5.1.1. Return of amount paid (if any) for WebLITE; or
7.5.1.2. Repair or replacement of WebLITE, that does not meet this limited warranty and that is return to TENEO with a copy of your receipt.
7.5.2. YOU will receive the remedy elected by TENEO without charge, except that YOU are responsible for any expenses YOU may incur on acting on this limited warranty.
7.5.3. This limited warranty is void if failure of WebLITE has been resulted from accident, abuse, misapplication, abnormal use or a virus.
7.5.4. Any replacement WebLITE will be warranted for the remainder of the original warranty period or fifteen (15) calendar days, whichever is longer.
7.5.5. TENEO will use commercially reasonable efforts to provide your remedy within a commercially reasonable time of your compliance with TENEO’s warranty remedy procedures.
7.5.6. Outside MALAYSIA, neither these remedies nor any SOFTWARE SUPPORT services offered by TENEO are available without proof of purchase from an authorized international source.
7.5.7. To exercise your remedy, contact support@weblite.com.my for further procedures and guidelines.
7.6. Limitation on remedies on the limited warranty; no consequential or other damage
7.6.1. Except for any refund elected by TENEO, YOU are NOT entitled to any damages, including but not limited to consequential damages, if WebLITE does not meet TENEO’s limited warranty, and, to the maximum extent allowed by applicable law, even if any remedy fails of its essential purpose.
7.6.2. This limitation applies to:
7.6.2.1. Anything related to WebLITE, services, content and data on third (3rd) party Internet sites, or third (3rd) party programs or software; and
7.6.2.2. Claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to the extent permitted by applicable laws.
7.6.3. It also applies even if:
7.6.3.1. Repair, replacement or a refund for WebLITE does not fully compensate for any losses; or
7.6.3.2. TENEO knew or should have known about the possibility of the damages.
7.7. Disclaimer of warranties
7.7.1. The limited warranty that appears is the only express warranty made to YOU and is provided in lieu of any other express warranties or similar obligations (if any) created by any advertising, documentation, packaging, or other communications.
7.7.2. Except for the limited warranty and to the maximum extent permitted by applicable law, TENEO provide WebLITE and SOFTWARE SUPPORT services (if any) AS IS WITH ALL FAULTS.
7.7.3. TENEO hereby disclaim all other warranties and conditions, whether express, implied or statutory, including, but not limited to,
7.7.3.1. any (if any) implied warranties,
7.7.3.2. duties or conditions of merchantability,
7.7.3.3. of fitness for a particular purpose,
7.7.3.4. of reliability or availability,
7.7.3.5. of accuracy or completeness of responses,
7.7.3.6. of results,
7.7.3.7. of workmanlike effort,
7.7.3.8. of lack of viruses, and of lack of negligence, all with regard to WebLITE, and
7.7.3.9. the provision of; or failure to provide support or other services, information, software, and related content through WebLITE; or otherwise arising out of the use of WebLITE.
7.7.4. Also, there is no warranty or condition of title, quiet enjoyment, quiet possession, correspondence to description or non-infringement with regards to WebLITE.
8. EXCLUSIONS OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES
8.1. To the maximum extent permitted by applicable laws, in no event shall TENEO be liable for:
8.1.1. any special, incidental, punitive, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits or confidential or other information, for business interruption, for personal injury, for loss of privacy, for failure to negligence, and for any other pecuniary or other loss whatsoever) arising out of or in any way relates to the use WebLITE,
8.1.2. the provision of or failure to provide support or other services, information, software and related content through WebLITE or otherwise arising out of use of WebLITE, or otherwise under or in connection with any provision of this EULA,
8.1.3. even of the fault, tort (including negligence), misrepresentation, strict liability, breach of contract or breach of warranty of TENEO or any supplier, and
8.1.4. even if TENEO or any supplier has been advised of the possibility of such damages.
9. LIMITATION OF LIABILITY AND REMEDIES
9.1. Notwithstanding any damages that YOU might incur for any reason whatsoever (including, without limitation, all damages referenced herein and all direct or general damages in contract or anything else), the entire liability of TENEO under any provision of this EULA and your exclusive remedy hereunder (except for any remedy of repair or replacement elected by TENEO with respect to any breach of the limited warranty) shall be limited to the actual damages YOU incur in reasonable reliance on WebLITE or up to the amount actually paid by YOU for WebLITE, whichever is lower.
9.2. The foregoing limitations, exclusions and disclaimers (including as articulated above) shall apply to the maximum extent permitted by applicable laws, even if any remedy fails its essential purpose.
10. FORCE MAJEURE
10.1. Neither TENEO or YOU shall be responsible for failure or delay in performance if caused by;
10.1.1. an act of war, hostility, or sabotage;
10.1.2. act of God; electrical, Internet or telecommunication outage that is not caused by the obligated PARTY,
10.1.3. government restrictions (including the denial or cancellation of any export or other license); and
10.1.4. other events outside the reasonable control of the obligated PARTY.
10.2. Both PARTIES will use reasonable efforts to mitigate the effect of a force majeure event.
10.3. If such event continues for more than ninety (90) calendar days, either of both PARTIES may cancel unperformed services upon written notice.
10.4. This section does not excuse either PARTY’s obligation to take reasonable steps to follow its normal disaster recovery or your obligations to pay for products and/or services provided.
11. INDEMNITY
11.1. YOU agree to indemnify and hold TENEO and its related corporations, affiliates, shareholders, officers, directors, agents, licensors, suppliers, alliance members, other partners, employees and representatives harmless from any claim or demand, including reasonable legal fees, made by any third (3rd) party due to or arising of your submission, your use of or connection to WebLITE (including any use by YOU on behalf of your employer), your violations of the terms and conditions or your violation of any rights of others.
12. WAIVERS
12.1. The failure of TENEO to exercise or enforce any right or provision of the EULA terms and conditions does NOT constitute a waiver of such right or provision.
12.2. If a court of competent jurisdiction find any provision of this EULA terms and conditions to be invalid, the PARTIES nevertheless agree that the court should endeavour to give effect to the PARTIES’ intentions as reflected in the provision, and the other provision of this EULA terms and conditions remains in full force and effect.
12.3. Regardless of any statute or law in the contrary, any claim or cause of action arising out of or related to the use of WebLITE or the EULA terms and conditions must be filed within one (1) year after such claim or cause of action arose or be forever barred.
13. TERMINATION
13.1. Without prejudice to any other rights, TENEO may terminate this EULA if YOU fail to comply with the terms and conditions of this EULA. In such event, YOU must destroy all copies of WebLITE and all of its components.
13.2. This non-exclusive agreement and the rights granted under this EULA will terminate automatically if YOU fail to comply with terms herein and fail to remedy such breach within thirty (30) days of becoming aware of the breach.
13.3. Provisions which, by their nature, must remain in effect beyond the termination of this EULA shall survive.
13.4. TENEO may terminate this EULA at any time:
13.4.1. Upon a material breach hereof by YOU, which breach is not remedied within ten (10) working days of notice of such breach;
13.4.2. Upon either PARTY ceasing to do business in the normal course, becoming or being declared insolvent or bankrupt, being the subject of any proceeding relating to liquidation or insolvency which is not dismissed within ninety (90) calendar days or making a general assignment for the benefit of its creditors; or
13.4.3. If either PARTY or any of its suppliers becomes the subject of an investigation by a law enforcement agency or threaten with prosecution as a result of your use of WebLITE.
13.5. YOU acknowledge that TENEO has the right to discontinue the manufacture and development of any of WebLITE and its SOFTWARE SUPPORT services, including without limitation the distribution of older WebLITE versions, at any time in TENEO’s sole discretion, provided that TENEO agree not to discontinue the SOFTWARE SUPPORT services for WebLITE during the current annual term of SOFTWARE SUPPORT, subject to the termination provision herein.
13.6. Subsequent Relationship – Both PARTIES understand and agree that this EULA does not impose any obligation on either PARTY to enter into a subsequent relationship regarding WebLITE or any other products or services.
14. APPLICABLE LAWS
14.1. The EULA terms are to be governed and interpreted under the laws of MALAYSIA, inclusive of the Communications and Multimedia Commission Act 1998 and any ordinances and regulations associated thereto.
14.2. In the event of a dispute arising out of or relating to the EULA terms and conditions, or your use of or access to WebLITE, litigation must be brought to a Malaysian court. The dispute shall be submitted to the non-exclusive jurisdiction of the State and Federal Courts of MALAYSIA.
15. MISCELLANEOUS
15.1. Unless TENEO received prior written notice from YOU to the contrary, YOU are deemed to have consented to the inclusion of your name in TENEO’s directory of customers and in TENEO’s promotional and marketing materials.
15.2. TENEO reserves the right to change the terms and conditions of this EULA at any time however those changes are not retroactive to past releases. Changes to this EULA will be announced via email using TENEO’s email notification list. Failure to receive notification of a change does not make those changes invalid.
15.3. YOU should review the latest EULA from time to time to review the then-current terms and conditions because they are binding to YOU.
15.4. A current copy of this EULA will be available on TENEO’s website, www.weblite.com.my.
16. ENTIRE AGREEMENT; SEVERABILITY
16.1. This non-exclusive agreement or EULA (including addendum or amendment to this EULA which is included with WebLITE) is the entire agreement between YOU and TENEO relating WebLITE and the SOFTWARE SUPPORT services (if any) and supercede all prior or contemporaneous oral or written communications, proposals and representations with respect of WebLITE or any other subject matter covered by this EULA.
16.2. To extent the terms of any TENEO policies or programs for other services conflict with the terms of this EULA, the terms of this EULA shall control.
16.3. If any provision of this EULA is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.
16.4. No TENEO dealer, agent or employee is authorised to make any amendment to this EULA. All questions concerning this EULA shall be directed to TENEO via email to support@weblite.com.my.
17. MANUFACTURER
COMPANY NAME : TENEO TECHNOLOGIES SDN. BHD.
COMPANY REGISTRATION NO. : 666508-K
HEADQUARTERS ADDRESS : H-1-18, Jalan PJU 1/45, Aman Suria Damansara, 47301 Petaling Jaya, Selangor Darul Ehsan, MALAYSIA
WEBSITE : www.weblite.com.my
EMAIL : support@weblite.com.my
TELEPHONE NUMBER : +60 3 7880 8096
FACSIMILE NUMBER : +60 3 7880 8097
TENEO is a private limited liability company incorporated and domiciled in MALAYSIA.
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