The terms and conditions of this Agreement govern your access to and use of the services provided by Wheelspine Sdn Bhd (Company No. 117184-D) of Unit C-10-27, 10th Floor, Block G, The Centrum Oasis Corporate Park, 47301 Ara Damansara (“We” or “Our” or “Us”), a Malaysian entity, either itself or through its subsidiaries or licensees, via various electronic platforms such as mobile applications or its website namely www.wheelspine.com (“Portal”).
By accessing and/or using the Portal, you are indicating that you have read, understand and agree to be bound by the terms and conditions herein. If you do not agree with its terms, do not use this Portal.
If you are an individual, you must be at least 18 years of age, or of legal age as specified by the laws of Malaysia from time to time, in order to use the Portal. We disclaim responsibility for our contractual obligation made with a minor.
- To fully access or use the Portal, you are required to register for an account by providing, among others, your name, email address and password.
- You may post an image for the use of your online profile. By submitting such image, you represent and warrant that you are authorised to use such image and grants us the non-exclusive and royalty-free right to use the image.
- You shall provide us with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of the terms and condition of this Agreement, which may result in immediate termination of your account.
- In registering an account, you shall not:
- select or use as an account a name of another person with the intent to impersonate that person;
- use as an account a name subject to any rights of a person other than you without appropriate authorization; or
- use as an account a name that is otherwise offensive, vulgar or obscene.
- We reserve the right to refuse registration of, or cancel an account in our discretion. You shall be responsible for maintaining the confidentiality of your password.
- Unless specifically stated otherwise, the account is personal to you and cannot be shared with third parties or transferred to third parties.
- If you're registering an account on behalf of a company, you represent that you are authorised to do so. Each company is only allowed one account on the Portal but may have more than one person to administer the account. To verify the identity of the user representing the company, we may request for a document such as a letter verifying the same. In the event that you are no longer authorised to maintain this account, we will transfer this account to the new authorised user and you shall cease access to the account.
2. Use of this Portal
- In this Portal, you may, among others:
- access to a variety of vehicle postings, user profiles, advertisements, user discussions, articles, tools and widgets;
- search and browse vehicle listings of the Portal;
- post vehicle postings on the Portal;
- communicate with users of the Portal; and
- post information, images, pictures, data, text, music, sound, photographs, graphics, video, messages, or other materials ("Content").
- We do not represent or warrant that:
- access to the Portal or any part of it, will be uninterrupted, reliable or fault-free; or
- the Portal or any of its contents will be accurate, complete or reliable.
3. Listings and Advertisement Rules
- You must ensure that your vehicle listing and advertisements comply with all applicable laws, statutes, regulations, industry code of conduct or guidelines issued by any relevant trade organisation. Such vehicle listings or advertisements must not violate any laws, regulations, judicial or governmental order, industry code of conduct or guidelines issued by any relevant trade organisation, any treaties or violate or infringe upon any intellectual property rights, rights of publicity or privacy, or any other rights of ours or of any other person.
- Your vehicle postings and advertisements must not contain false, misleading, fraudulent, or deceptive claims or content. It must true, accurate and not misleading.
- You may not misuse the personal data obtained or generated from your vehicle listings or advertisements.
- Your vehicle postings and advertisements must not be libelous, defamatory, indecent, vulgar or obscene, pornographic, sexually explicit or sexually suggestive, racially, culturally, or ethnically offensive, harmful, harassing, intimidating, threatening, hateful, objectionable, discriminatory, or abusive, or which may or may appear to impersonate anyone else.
- Your vehicle postings and advertisements must not affect us adversely or reflect negatively on us, the Portal, our goodwill, name or reputation or cause duress, distress or discomfort to us or anyone else, or discourage any person from using all or any portion, features or functions of the Portal, or from advertising, linking or becoming a supplier to us in connection with the Portal.
- Your vehicle postings must not discriminate against race, religious belief, age, gender and marital status.
- Your vehicle postings must not require applicants to pay deposits, placement fees, processing fees or any other fees similar in nature, directly or indirectly, and/or require applicant to make purchases whether from you or any third party.
- Your vehicle posting must not purportedly promote pyramid selling or similar schemes.
- Your vehicle posting must not be purporting to be home-based and/or internet-based where applicants are asked to provide bank account numbers and/or other personal identification numbers in order to receive payments.
- You may be permitted to access our database of users but you shall acknowledge and agree that all and any information or data obtained in connection with such access shall only be collected, used or disclosed for the sole purpose of recruiting and assessing the suitability of candidates. You also acknowledge and agree that you shall not use or retain any information on the Portal relating to a candidate which is irrelevant to your vehicle listing.
A. Private User or Dealer
- As an employer or recruiter, you may provide referral fee to users who refer candidates to you ("Referral Fee"). Referral Fee is payable to the user when the candidate is hired by you or any of your related companies (as defined by s. 6 of the Companies Act 1965) and remains employed in that position for a period (defined by you) starting from the date of employment of the candidate:You agree that in the event that you fail to pay the Referral Fee, the user has the right to initiate legal action against you and we may suspend or terminate your account with us.
- We reserve the right to change or vary our service fee or institute new charges or fees, as it deems appropriate at any time. In the event that you fail to pay the service fee or any other fees or charges due to us, we reserve the right to suspend or terminate your account, vehicle postings and advertisements and/or your right to access the database, without prejudice to all other rights and remedies available to us.
- You agree that we are merely a conduit to connect candidates with employers or recruits who use the Portal. We are under no obligation to pay you the Referral Fee or for the services rendered by you to the employer or candidate.
- You understand that all Content, whether publicly posted or privately transmitted, is the exclusive work and property of the person from whom such Content originated.
- We do not claim any permanent ownership of your Content. You retain copyright and any other rights you already hold in Content which you submit, post, upload or display on or through the Portal. When you submit, post, upload or display Content, you grant us a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license (and sub-licensable) to use, exploit and archive the Content in accordance with or as reasonably contemplated by this Agreement.
- When you post, submit, or upload Content on the Portal you represent and warrant that:
- you own all copyright in the Content, or if you are not the owner, that you have permission to use the Content, and that you have the right to display and reproduce the Content via the Portal. You license us to use and sub-license the Content in accordance with this Agreement;
- you and your Content do not and will not infringe the intellectual property rights or other rights of any person or entity, including copyright, moral rights, trade mark, patent or right of privacy;
- you or your Content, and your use, storage, reproduction and display on the Portal will comply with all applicable law, rules and regulations;
- your Content does not breach any of this Agreement;
- your Content is not misleading and deceptive and does not offer or disseminate fraudulent goods, products, services, schemes, or promotions.
- The use of this Portal is subject to our guidelines.
- The Content posted on the Portal is subject to our Community Guidelines.
- You agree to adhere to our guidelines and if you fail to do so, we reserve our right to suspend or terminate your account. We also reserve our rights to introduce, change or amend our guidelines from time to time.
- You acknowledge and agree that after your resume and other personal data are submitted to us, the said information is automatically readable, downloadable by other users of this Portal who pays for access to our database.
- We are not responsible for the manner in which your resume or personal data is used or processed by such users.
- We will endeavour to limit access to our database to other users, but cannot warrant or ensure that other parties will not gain access to this database.
- You acknowledge and agree that when your resume is displayed in our database, personal data present within the resume may be collected, used and disclosed by parties other than the said users. This may result in unsolicited messages or unintended consequences from third parties for which we are not responsible.
- Although you may remove your resume or personal data from the Portal if you deem appropriate, such user who have gained access to our database may have already retained and/or continue to retain the resume or personal data in their own files or databases. We are not responsible for the retention, use or disclosure of your resume or personal data in these circumstances.
- You will not disclose or use our Confidential Information.
- "Confidential Information" means any information disclosed or made available to you by us, directly or indirectly, whether in writing, orally or visually. It includes but is not limited to all information contained within our reporting systems and other performance metrics and any other technical or programming information we disclose or make available to you.
- However, Confidential Information does not include information other than information that:
- is or becomes publicly known and generally available other than through your action or inaction; or
- was already in your possession (as documented by written records) without confidentiality restrictions before you received it from us.
- You acknowledge, consent and agree that we may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce this Agreement; (iii) respond to claims that any Content violates the rights of third parties; (iv) respond to your requests for customer service; or (v) protect our rights, property or personal safety, our users and the public.
9. Messaging Services
The Portal may allow users to send messages to each other. However, the use of the private messaging service is not "Private" in the sense that it is a message seen only by the sender and receiver. While the message is private from the rest of the users, we can view them if needed from the database.
10. Limitations of Liability
- You expressly agree that we, our directors, officers, shareholders, employees, representatives, consultants, agents, suppliers, and/or distributors will not be liable for any loss of profits, data or costs of procurement of substitute goods or services, or for any other indirect, special, incidental, punitive, consequential damages arising out of or in connection with this Agreement or other intangible losses, however caused, and under whatever cause of action or theory of liability brought, even if we have been advised of the possibility of such damages, resulting from
- your access to or use of or inability to access or use the Portal;
- any conduct or content of any third party on this Portal, including without limitation, any defamatory, offensive or illegal conduct of other users or third parties;
- any Content obtained from this Portal; and
- unauthorised access, use or alteration of your transmissions or Content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
- You acknowledge that we may not be able to confirm the identity of other registered users or prevent them acting under false pretences or in a manner that infringes the rights of any person.
- You must ensure that your access to this Portal and the service is not illegal or prohibited by laws that apply to you.
- You must take your own precautions to ensure that the process that you employ for accessing this Portal and our service does not expose you to the risk of viruses, malicious computer code or other forms of interference which may damage own computer system. We do not accept responsibility for any interference or damage to any computer system that arises in connection with your use of this Portal or any linked website.
If you have a dispute with one or more users, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
12. Our Intellectual Property Rights
- You acknowledge that we own all right, title and interest, including without limitation all Intellectual Property Rights (as defined below), in and to the Portal, and that you will not acquire any rights, titles, or interests in or to the Portal except as expressly set forth in this Agreement.
- You will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any of our services, software, or documentation, or create or attempt to create a substitute or similar service or product through use of or access to the Portal or proprietary information related thereto.
- You will not remove, obscure, or alter our copyright notice, Brand Characteristics (as defined below), or other proprietary rights notices affixed to or contained in the Portal.
- "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, moral rights law, trade secret law, trade mark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide.
- If you wish to use our trade names, trade marks, logos, domain names, and any other our brand characteristics ("Brand Characteristics"), you may do so, so long as such use is in compliance with this Agreement and you agree not to:
- Display the Brand Characteristics as the most prominent element on your web page;
- Display the Brand Characteristics in any manner that implies a relationship, affiliation or endorsement by us that can suggest the editorial content of the web page represents our views or opinions and our staff;
- Display the Brand Characteristics on any Web page that contains or displays adult content, promotes gambling, or otherwise violates applicable law;
- Display the Brand Characteristics in a manner that is in our sole opinion misleading, defamatory, obscene, infringing or otherwise objectionable by us;
- Remove, distort or change any element of the Brand Characteristic; and
- Do not use our trade marks in a manner which will dilute theirs distinctiveness. Do not use any of our trade marks as a verb. And don't pluralize them either. Also do not combine your name with our trade marks.
As part of the service provided, we will send emails to notify you on the on-going activities on the Portal or to inform you about new products or services provided by us. You may unsubscribe by contacting us or using the unsubscribe option in the email updates that we forward to you.
14. Third Parties Sites
This Portal may contain links to third-party web sites ("Third-Party Sites") and third-party content ("Third-Party Content") as a service to those interested in this information. You use links to Third-Party Sites, and any Third-Party Content therein, at your own risk. We do not monitor or have any control over, and make no claim or representation regarding, Third-Party Content or Third-Party Sites. We provide these links only as a convenience, and a link to a Third-Party Site or Third-Party Content does not imply our endorsement, adoption or sponsorship of, or affiliation with, such Third-Party Site or Third-Party Content.
15. Termination Of Account
- We may terminate your access to all or any part of the Portal at any time, with or without cause, effective immediately. You may terminate your use of the Portal at any time, provided that all provisions of this Agreement, which shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
- We will terminate your access to the site if you are determined to be, in our sole discretion, a repeat infringer of this Agreement.
- We also reserve the right to suspend or cancel your account that has been inactive for extended periods of time.
- We may, but shall not be obligated to, give you one warning if you have violated this Agreement prior to suspension or termination of your account.
16. Effects of Termination
- In the event that this Agreement terminates for whatsoever reasons, the following shall be applicable:
- your access to the Portal shall immediately terminate;
- you shall continue to comply with all of the obligations on your part under this Agreement which are not affected by termination;
- we reserve the right to permanently dispose and delete any data held in the Portal without further reference to you;
- we may forfeit all your credits and points; and
- any claim which either party may have against the other in respect of any breach or non-performance or repudiation of any of the provisions of this Agreement which shall have occurred prior to such termination shall not be affected or prejudiced and all rights of termination under this Agreement.
You agree to indemnify, defend and hold us, our agents, affiliates, shareholders, subsidiaries, directors, officers, employees, and applicable third parties (e.g. syndication partners, licensors, licensees, consultants and contractors) (collectively "Indemnified Person(s)") harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise from your use of the Portal and/or your breach of any term of this Agreement.
18. No Agency
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
19. Disputes Resolution
This Agreement will be governed by the laws of Malaysia and parties agree that any dispute or claim between you and us will be adjudicated in the courts in Malaysia. Any claim against us arising from the Agreement shall be adjudicated on an individual basis, and shall not be consolidated in any proceeding with any claim or controversy of any other party;
If any of these terms and conditions of this Agreement is unenforceable (including any provision in which we exclude our liability to you), the enforceability of any other part of this Agreement will not be affected.
- We reserve the right to change our terms and conditions herein from time to time. We may change any or all aspects of services provided by the Portal at any time and without notice. Nothing in this Agreement will constrain how we operate our business. You shall be responsible for reviewing and becoming familiar with any such modifications.
- If the alterations constitute a material change to our terms and conditions, we will notify you by posting a notification on this Portal. Use of the services by you following such notification constitutes your acceptance of the terms and conditions of the terms and conditions as modified.
- What constitutes a "material change" will be determined at our sole discretion, in good faith and using common sense and reasonable judgment.
- This Portal carries vehicle listings and advertisements of companies and businesses. All information associated with a vehicle listing or advertisement is provided by the companies or businesses. We do not in any way endorse any vehicle listings or advertisements.
- You are solely responsible for accessing vehicle listings or advertisements and any reliance you may place on such vehicle listings or advertisements is done solely at your own risk.
- We take no responsibility and assume no liability for any vehicle listings or advertisements on this Portal or for the accuracy of any information contained therein or associated therewith.
- Your dealings or communications with, the companies or businesses, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such the companies or businesses. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of vehicle listings and advertisements appearing on this Portal.
Dated: 25 December 2014
- In our sole discretion, we may assign this Agreement upon notice to you. Headings are for reference purposes only and do not limit the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this Agreement.
- We do not guarantee or warrant that the data stored in our server or generated by the Portal will be backed up. You shall be responsible for keeping an independent backup of all data stored or generated. You are also responsible for maintaining accurate data including the number of your credits and/or points. However, in the event that your records do not correspond with our records, the latter shall prevail.