TERMS AND CONDITIONS FOR REGISTERED USERS
1.1 ACT is a digital platform that aims to provide a network to connect organisations, which may be large, medium or small companies, NGOs or public organisations with each other in order to facilitate innovation.
1.2 The ACT platform website "https://act.uvois.com/" (hereafter referred to as "site", "platform" or "website") has been created and is operated by Alpha Catalyst Consulting Sdn. Bhd. (hereafter referred to as "ACC").
1.3 As a registered user of this website, you must abide to the full scope of this agreement, along with all applicable law, regulations, guidelines, policies, order, codes of conduct and/or other requirements that may be imposed by all relevant governmental or regulatory bodies and authorities (hereafter referred to as "the applicable law"), along with all guidelines and policies published on this website and communicated to you directly.
1.4 Unless stated otherwise, the following terms shall have the following meaning assigned to them:
- Organisation: a registered user of the ACT site that is our client and/or submits, or aims to submit, problem statements and hosts, or aims to host, challenges.
- Users: a registered user of the ACT site that contributes by way of submits, or aims to submit, alone or along with other users, trends, technology offerings, and/or solutions to the challenges that are posted on the platform.
- Partners: a registered user of the ACT site that is affiliated with ACC to help co-create and deliver value to clients.
- Challenge: A problem statement that has been submitted by an Organisation, which has been approved by ACC and has been posted on the platform.
1.5 Users agree that all information that is uploaded to the website and to the ACT platform, or is otherwise provided to ACC, is submitted at the user`s own risk.
2 GENERAL TERMS
2.1 By accessing, browsing and/or using this site as a registered user you constitute your agreement and acceptance to be bound by these terms and conditions (hereafter referred to as "T&C"). If you do not consent to be bound by the full scope of these T&C along with the applicable law, you should cease accessing this site and stop your registration as a user.
2.2 This agreement will enter into full force at the moment the user has accepted to be bound by this agreement under the terms of section 2.1. The Term will automatically renew for additional 1-year terms unless terminated by either party on 30 days written notice prior to the end the Term. ACC may terminate this agreement at any time upon written notice to user.
2.3 According to these T&C ACC may, unilaterally and at its sole and absolute discretion, process alterations and amend these T&C without prior notice. ACC suggests that users examine these T&C regularly to keep up with amendments and new policies.
3 TERMS OF WEBSITE USE
3.1 In return for your acceptance to act according to the T&C, ACC will grant you a non-transferable, non-exclusive license to use the platform. The use of the platform is personal, and the user will not commercialize this use in any way whatsoever.
3.2 If ACC finds that a user has made dishonest use of the platform, ACC may unilaterally decide to revoke this user`s access to the platform, either temporarily or indefinitely. The definition of dishonest use in this section includes, but is not limited to, providing untruthful information, using a false identity, having false motives while accessing the site, using obscene and/or vulgar language and any other grounds that may convince ACC to regard this user`s behavior as undesirable, deceitful and/or indecent. The consideration on whether or not user behavior falls under the scope of this definition lies within the sole discretion of ACC.
3.3 The website, the digital platform services, challenges, offline services and/or all other information made available to you through this website is owned by ACC, unless stated otherwise. The above is made available to you without promise that the above will always be available, accessible, uninterrupted and/or usable. ACC does not guarantee that the platform will be up and running continuously and/or perfectly. ACC may suspend, withdraw, discontinue or change all or any part of this site without notice.
3.4 The website may contain links to independent third-party websites. These links will be provided for the sake of providing a convenient browsing experience for users. Note that these independently operated third party websites are not operated by,or under the control of ACC.
3.5 By registering as a user on this website you state that you are over 18 years of age and have the full legal right, power and authority, and all authorization and approval required by law, to enter into this agreement to be entered into by and between the buyer and the user.
3.6 You agree that you are responsible for and will:
- Ensure that you are aware of these T&C and will comply with them.
- Take all appropriate measures to keep your information, software and equipment secure while accessing this site.
- Regularly test your system with an updated version of leading anti-malware software to detect and eliminate any computer code, viruses or worms designed to damage, disrupt, disable, harm or otherwise impede in any matter, the orderly operation of this site.
3.7 You may use, hyperlink, copy and distribute the contents of this website solely for personal, internal, non-commercial or informational purposes only. You may not, in any way whatsoever, display, distribute, reproduce or otherwise utilize the content of this website for any commercial purposes without obtaining written consent from ACC prior to doing so.
4 INTELLECTUAL PROPERTY AND CONFIDENTIALITY
4.1 While you are using the platform and/or the services, you may access confidential and proprietary information relating to the content, the website, belonging to ACC (hereafter referred to as "Intellectual Property Rights"). Except as otherwise agreed by the parties to this agreement in other, separate agreements, the Intellectual Property Rights include, without limitation, the website and the tools which are displayed on the website, know-how, techniques, algorithms, programs, codes, software design and architecture, trade secrets, website design, analysis and performance information, collected user data and any other information ACC wishes to keep internal. Except if otherwise agreed by the parties in other, separate agreements, all the aforementioned Intellectual Property belongs solely to ACC and its partners and content providers. Except as otherwise agreed by the parties in other agreements, you agree to the following:
- You may not use, disclose or make public the proprietary information without prior written consent from ACC.
- You agree to take reasonable measures to keep ACC`s proprietary information in the strictest confidence.
- You agree that the content that you upload on the platform and/or provide to ACC through any other channels, shall not be regarded as confidential and/or proprietary information except as otherwise agreed in other, separate agreements.
4.2 You may be required to upload and make available certain information to the platform when you use the platform and/or use ACC`s services. You shall ensure that all the information you provide to ACC and its partners is truthful, accurate, authentic, complete, free from errors and current. When you upload and make available any information to the platform you acknowledge that this information is not to be regarded as confidential, or is to be regarded as sensitive Intellectual Property, unless otherwise agreed in another, separate agreement.
4.3 All information of any kind, whether readable or tacit, oral or in any other form, made available to you by or on behalf of ACC and its partners, shall be regarded as Confidential Information under this agreement (hereafter referred to as "ACC Confidential Information"). ACC Confidential Information does not include:
- Information that can be reasonably regarded as public information that is general knowledge.
- Information that has been provided to you along with written notice, exempting this specific information from this confidentiality clause.
4.4 You agree not to disclose any ACC Confidential information to any third party during the term of this agreement, except in the following cases:
- You have obtained prior written consent from ACC.
- You may disclose ACC Confidential Information when you are required to do so by law or legal process, including, in confidence to legal and financial advisors in their capacity of advising a party in those matters.
- During the course of litigation, so long as the disclosure is restricted in the same manner as the confidential information of other parties
- In confidence to its legal counsel, accountants, banks, and financing sources and their advisors solely in connection with this Agreement.
4.5 ACC may disclose information that the user deems confidential to its customers, potential customers, affiliates, contractors, and consultants who agree to keep that information confidential.
4.6 With respect to the conditions set forth in section 4.4, you will use all reasonable legal means available to minimize disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available, and you will provide the other party with at least 10 days prior written notice of any disclosure.
4.7 You agree that ACC will have the right to use all the information you upload and make available to the platform, for the purposes of operating and providing the Platform to you and to our other users, and related marketing and promotional activities. Furthermore, you grant ACC the right to analyse your information in any way ACC deems suitable for analytical purposes. You agree that ACC may apply advanced matching algorithms that may process your information in order to facilitate the exchange between Organisations and Innovators. You agree that ACC may share all the information, readable or tacit, oral or in any other form, internally, with its partners, and with any other third parties.
5 GENERAL TERMS RELATING TO CHALLENGES
5.1 Each Challenge that is posted on the platform will involve a separate set of Terms and Conditions between the Organisation and the Innovator, which is specific to that particular Challenge (hereafter referred to as "Challenge Terms"). By participating in a Challenge, whether as an Organisation or as an Innovator, you accept to be bound by these specific Challenge Terms.
5.2 ACC will not be a party to these Challenge terms and solely acts as a platform provider to facilitate the exchange of ideas, and will not be bound, in any way, to the terms and resulting rights and obligations that result from Challenge Terms.
5.3 ACC expressly disclaims any liability that may arise between users. Because ACC is not involved in the actual contract and Challenge Terms between Organisations and Innovators, ACC will not accept any form of liability resulting from disputes between users. In the event you have a dispute with one or multiple users, you agree to release ACC from all claims, demands and damages of every kind and nature arising out of or in any way connected with such disputes.
5.4 The Challenge Terms may contain Terms and Conditions concerning the term of that agreement, requirements for specific solutions and eligibility criteria for Innovators.
5.5 The Challenge terms may contain Terms and Conditions regarding the allocation of Intellectual Property rights relating to the solutions.
5.6 All the information that you upload and make available to the website will be considered non-confidential and non-proprietary. This also applies for proposed solutions to Challenges. If your information is likely to contain any confidential or proprietary information, please refrain from uploading this information to the website or redact this information.
5.7 If you feel obliged to upload and make available such Confidential Information within the context of a challenge, you are advised to enter into a separate non-disclosure agreement with the relevant Organisation concerning the sensitive information.
6.1 ACC shall not be liable for damages, of any kind, arising from your use of the website and ACC`s services. ACC shall, not in any event, be held liable for loss of production or revenue, whether direct or indirect, or any type of loss whatsoever. You also agree that ACC shall not be held liable for the loss of profit or goodwill, whether reasonability foreseeable or not.
6.2 ACC shall not assume any liability in the event that any Industrial or Intellectual Property right held by any user is infringed by a third party and/or clients or that they infringe the rights of any third party and/or customer.
6.3 You agree to indemnify, defend and hold ACC harmless from and against all damages, fines, penalties, losses, claims or expenses, including attorney fees that are the result of your use of the website and/or ACC`s services and/or properties, the event in which you breach this agreement and your own negligence. You will grant ACC this indemnity in any case, whether or not legal action is instituted.
7 GOVERNING LAW
7.1 This agreement shall be governed by and was construed in accordance with the laws of Malaysia. You agree to irrevocably submit to the exclusive jurisdiction of the Malaysian courts in the determination of any dispute arising in connection with these T&C.
8.1 If a provision of this Agreement is found to be invalid or unenforceable, the remainder of this Agreement will have full force and effect, and the invalid provision will be modified, or partially enforced, to the maximum extent permitted to effectuate the original objective.