Terms of Services – Developers

 

This Term of Service (“Terms”) serves as a legal contract between Cloud Alliance Pte. Ltd. (“CA”) and yourself (“You”). By accessing or using any of the services provided by CA (“Service”), you agree that you accept to the terms and conditions contained within this Term. If you do not agree to these Terms, do not use the Service.

 

Our Services

 

CA operates an online payment platform system (“SDK”) which aggregates different payment system used in the online digital and mobile space in the Southeast Asia Region as well as a Game/App Platform (“Platform”) for you to publish your game/apps. After integrating with CA, the Developers can also inquire on various publishing services provided by CA including but not limited to content localization, local publishing and product marketing which is subject to mutual agreement by both parties that involves a separate contract.

 

Registering for a CloudMoolah Account

 

In order to use CA services, you must first register for a CloudMoolah Developers ConsoleAccount (“Account”).To register for this account, you are required to provide certain information (“Login Information”) and this information shall include and is not limited to user names, passwords, email or security questions. Hence, you acknowledged that all information provided shall be accurate, current and complete to finish the registration process and it is your sole duty to ensure that the information provided shall be updated constantly to keep it accurate, current and complete. CA reserves the right to suspend or terminate your account if it is suspected that information provided by you is inaccurate, not current or incomplete. You are also aware that it is your responsibility to safe guard and to maintain confidentiality of your Account Information and Password. You shall not share your account information or password nor let anyone else access into your account or to do anything that might jeopardize the security of your account. You are responsible for anything that happens through your Account, whether such actions were taken by you. In the event if you suspect reasonably suspect any breach of security, you will immediately notify CA of any unauthorized use of your account.

 

Privacy

 

By submitting your personal information to us, you consent to such information being used by us for the provision of the Services and also for us to communicate with you. In the event if you do not agree for CA to process your data, please notify CA via the contact details set out below:

 

Customer Service Contact

Cloud Alliance Pte. Ltd.

16Tai Seng Street #07-01 Singapore 534138

Email: [email protected]

 

You may also contact the above for any inquiries or complaints in respect of your Personal Data.

 

Your Responsibility

 

While using the Services, it is your responsibility to ensure that you carry out and complete the integration with our SDK and Platform in accordance to the Integration Document provided in the Console backend. During the process of the integration, CA may require you to provide certain information to complete the integration process, however if you fail to provide the required information, CA shall not be liable for any loss and damages caused by such failure. During the term of your usage, you shall immediately notify CA upon discovery of any malfunction or breakdown of any part of the Service provided. You shall also make reasonable efforts to ensure that your Products do not contain any content which infringes the applicable law, intellectual property rights of a third party or activities or statement which are discriminatory, offensive, obscene or defamatory or which may cause offence to others on grounds of nationality, ethnicity, gender, sexuality, religion, faith or disability. Any content found to have the aforementioned content shall be removed without prior notice to you and you shall be fully liable for any loss, damages and penalty arising from such violation.

 

When using our Services, you agree to not allow any third party or yourself to (i) modify, adapt, translate, decompile, reverse engineer, disassemble or otherwise attempt to derive the coding of the SDK; (ii) transfer, sell, lease the SDK or any software or material provided as part or in connection with SDK except as permitted; (iii) use, copy, distribute or modify the SDK.

 

If you have any question about our services, please contact us so that we can help you resolve the issue. You can contact us via the email address below:

 

Services: [email protected]

Technical: [email protected]

 

Payment and Settlement

 

A certain amount of Fees will be charged for using our Services and you are obliged to pay CA the fee amount as stated below:

 

Subject

Rate

Service Fee for Payment Solution provided by CA (including payment for local partners and taxes)

30%

 

CA reserves the right to increase, modify or add news fees and changes for any of the Service Fee from time to time by posting such changes to the Site or via the Developer Console backend. You will be provided with at least a 30 days’ notice of changes affecting the existing Services that you are already using, and your continued usage of the Service after the effective date of such change shall render that you’ve accepted and agreed to such changes as applicable.

 

Settlement

 

Within five (5) Business Days after the end of each calendar month, you shall provide CA with a settlement report (“Settlement Report”) and CA shall check and confirm the accuracy of the Settlement Report within three (3) business days. Once it is confirmed, you shall then send an invoice to CA for payment request. CA shall then pay each invoice (“Invoice”) within 60 days from when CA receives the invoice.

In the event of a dispute on the accuracy of the Settlement Report, the dispute should be solved no later than six (6) Business Days and the payment will be made in the next payment cycle. However, if the disputed amount is not settled within the above-mentioned time, CA reserves the right to terminate the service to you.

 

All sales are final and there shall be no refunds except as required by law.

 

Intellectual Property Rights

 

You hereby grant CA a non-exclusive, worldwide, royalty-free license to copy, use and display any logo, trademark, trade name and other Intellectual Property owned by you in connection with the provision under this contract. Each party shall retain all right, title and interest in and to its content, logos, trademarks, trade names and other Intellectual Property. Each party shall reproduce all proprietary name, trademark, service mark, patent and copyright notices present in the other party’s materials, products, and documents, without modification or alteration. As between the Parties, CA owns and retains all rights, title and interest in and to the Services, including but not limited to all software information, data and Intellectual Property related to the aforementioned. Unless expressly stated in this Term, CA does not grant to you any license, express or implied to the Services, SDK and Platform.

 

Representations and Warranties

 

CA and yourself warrants and represents that both parties is duly constituted, properly incorporated and is validly existing under the laws of the country of corporation and that both parties has taken all corporate and other action required to authorize the execution, delivery and performance of this Term. It is acknowledged that both parties have obtained all approvals required for any government, tax, monetary or other authority to enable it to comply with the provisions of this Term and make payment as specified and all approvals are in full force and effect. Both parties also warrant that they are in compliance with the provision of this Term and that neither parties are subject to an actual, pending or threatened legal proceedings nor has any other steps been taken or legal proceedings started or threatened against it for its winding up, dissolution or for the appointment or a receiver, administrator, trustee or similar officer of it or any or all of its assets and undertakings.

 

You further warrant that you will not use our services for any fraudulent, unlawful or abusive purpose. CA does not guarantee and is not responsible to perform any verification of information provided by you, the accuracy of your information provided is your sole responsibility.

 

Termination

 

CA reserves the right and is in its sole discretion without prior notice to you: (i) to terminate your use of CA’s services, or;(ii) to suspend or disable your CA account, or; (iii)to terminate the Term with you, if:(i) you violate this Term or any other terms posted on the CA website, or; (ii) your use of the Services and SDK poses a security risk to CA and its affiliates, or; (iii) your use of the Services may cause liabilities to CA and its affiliates, or; (iv) your use of the Services is fraudulent and in not in compliance with the local laws and regulations.

 

In the event of a termination or suspension, you acknowledge that neither Party shall have any further obligation to the other under this Term and that CA reserves the right to withhold and delay all payments due to you for a period of six (6) months and the amount may then be deducted by CA to satisfy any debts resulting from you. CA shall also remove from the Services any logo, trademark, trade name and other Intellectual Property owned by you.

 

Disclaimers

 

CA DOES NOT WARRANT THAT THE SERVICE, SDK AND PLATFORM ARE ERROR FREE OR WILL OPERATE WIHTOUT INTERRUPTION OR ARE COMPATIBLE WITH ALL EQUIPMENT AND SOFTWARE CONFIGURATIONS. CA SHALL NOT BE LIABLE FOR ANY LOSS (HOWEVER OCCURRING, INCLUDING, NEGLIGENCE) ARISING FROM OR RELATING TO UNFORESEEN CIRCUMSTANCES PREVENTING THE PROPER PERFORMANCE OF THE SERVICE, SDK AND PLATFORM DESPITE ANY REASONABLE PRECAUTIONS TAKEN BY CA. SUCH CIRCUMSTANCES INCLUDE, BUT ARE NOT LIMITED TO ACT OF GOD (SUCH AS, BUT NOT LIMITED TO FIRES, EXPLOSIONS, EARTHQUAKES AND FLOODS), POWER OUTAGE, THEFT, EQUIPMENT OR SYSTEM FAILURE, HACKING ATTACK AND USUALLY HIGH LEVELS OF USE WHICH HAVE THE EFFECT OF CAUSING DISRUPTION OR DELAY IN THE SERVICE, SDK AND PLATFORM.

 

NOTWITHSTANDING THE FOREGOING, CA SHALL USE REASONABLE EFFORTS TO REMEDY MATERIAL INTERRUPTIONS TO THE SERVICE, SDK AND PLATFORM AND WILL PROVIDE ADJUSTMENTS, REPAIRS AND REPLACEMENTS, WHICHI ITS CAPACITY, THAT ARE NECESSARY TO ENABLE YOU TO USE OUR SERVICES IN A REASONABLE MANNER. EXCEPT AS SET OUT IN THIS TERM, ALL WARRANTIES, CONDITIONS, TERMS AND UNDERTAKINGS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOMER, TRADE USAGE, COURSE OF DEALINGSOR OTHERWISE (INCLUDING WITHOUT LIMITATION AS TO QUALITY, PERFORMANCE OR FITNESS OR SUITABLITITY FOR PURPOSE) IN RESPECT OF THE SERVICE, SDK AND PLATFORM ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.

 

Limitation of Liability

 

EXCEPT AS OTHERWISE PROVIDED IN THIS TERM, CA SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY CIRCUMSTANCES (INCLUDING NEGLIGENCEN OR BREACH OF STATUTORY DUTY) OR OTHERWISE FOR ANY INDIRECT OR CONSEQUENTIAL LOSS OR DAMANGE OF ANY KIND INCLUDING PUNITIVE OR EXEMPLARY DAMANGES OR LOSSES, INCLUDING BUT NOT LIMITED TO DAMANGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTAGINBLE LOSSES WHICH MAY BE INCURRED IN CONNECTION WITH CA OR ITS SERVICES, SDK AND PLATFORM. CA SHALL NOT BE LIABLE FOR ANY UNAUTHORISED TRANSACTIONS ARISING FROM UNAUTHORISED, ILLEGAL OR FRAUDULETN USE OF THE SERVICE, SDK AND PLATFORM. IT IS AGREED THAT CA’S TOTAL AGGREGATE LIABILITY TO YOU RELATED TO THE SERVICES SHALL BE LIMITED TO THE AMOUNT PAID BY YOU TO CA IN THE MOST RECENT THREE (3) MONTS FOR USE OF THE SERVICE AND YOU ACKNOWLEDGE AS WELL THAT YOU SHALL INDEMNIFY ca AGAINST ALL THRID PARTY CLAIMS, LOSSES, DAMANGES, FINES AND PENALTIES ARISING DUE TO YOUR BREACH OF THIS TERM.

 

Indemnifications

 

You agree to defend, indemnify and hold harmless CA, our subsidiaries and affiliates, and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings as well as any and all losses, liabilities, damages, costs and expenses, including attorneys’ fees and accounting fees in relations to your access and usage of our services as well as your violation of our Terms. CA shall have no liability to you as well in the event if your content infringes any intellectual property rights of any third party.

 

Modifications

 

CA reserves the right, in its sole discretion, to revise or modify these Terms at any time, and you agree to be bound by such revisions or modifications. You are responsible for viewing these Terms periodically. CA may in its sole discretion notify you or provide notices of changes to the Term by sending electronical mails (“E-mails”) to you or by displaying links to notices on the CA website. Your continued use of the Service after a change or modification of these Terms will constitute your acceptance of the revised Terms. If you do not agree to the modified Terms, you will need to send a notification to our customer service personnel to inform us thirty (30) days prior to your decision and to discontinue your use of our Service.

 

Governing Law and Dispute Resolution

 

This Term shall be governed by the law of the Republic of Singapore. Any dispute arising out of or in connection with this Term, including any questions regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (SIAC Rules) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The set of the arbitration shall be in Singapore. The Tribunal shall consist of 1 arbitrator, such arbitrator to be appointed by mutual agreement between the Parties, or in the event that no mutual agreement is reached, then in accordance with the SIAC Rules. The language of the arbitration shall be English.

 

General Provision

 

By registering an Account with us, you agree to receive notices electronically from us and CA reserves the right to send such notices via (i) posting of such notices on the CA website, or; (ii) sending notification via E-mails to the email address that you’ve provided. You acknowledged that these electronic notices shall have the same effect as notices provided on paper copies. The notice will be deemed to have been duly given to you once the notice is placed on the designated Website or within forty-eight (48) hours upon sending of the E-mail to the provided email address.

 

This Term constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, unless both parties has otherwise agreed to sign a separate agreement for your usage of CA’s services, SDK and Platform. Each party also agrees that it shall have no remedies in respect of any statement, representations, assurance or warranty (whether made innocently or negligently) that is not set out in this Term.

 

It is also agreed that you shall not assign or transfer or deal in any other manner with any of its rights and obligations to a third party under this Term without prior written approval. However, CA reserves the right to freely assign this Term and the rights and obligations to any third party without notice or consent.

 

No variation or waiver of this Term shall be effective unless it is in written form and no failure or delay by you to exercise any right or remedy provided under this Term or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

 

If at any time one or more provisions hereof is or becomes invalid, illegal, unenforceable or incapable of performance in any respect, the validity, legality, enforceability or performance of the remaining provisions hereof shall not thereby in any way be affected or impaired.

 

Both parties shall, at all times, comply with all applicable laws, regulations and similar rules. Both Parties shall obtain and maintain any and all permits, licenses, authorisations, and/or certificates which may be required in connection with the provision of the servicers as may be required by any legitimate government authority, agency or subdivision thereof.