Last Update : 01 October, 2024
YTL Services Agreement
This is our contract with you – our commitment as your digital provider and your obligations as a customer.
1.0 Description of Service
Web Design and Development : We create stunning, user friendly websites tailored to your business needs
SAAS Development : We specialize in creating scaleable, secured and high performance software- as-a-service applications that streamline operations and enhance productivity
Digital Marketing : From SEO and Social Media Marketing services to PPC advertising and content marketing, we craft strategies that deliver measurable results and drive business success.
NDIS IT Services: we empower your NDIS business with our dedicated IT services, we provide tailored solutions including accessible web designs, secured data management and robust digital marketing strategies to help you connect with participants and ground your impact.
2.0 Software License and Proprietary Rights
During the term of this Agreement, Customer will have a limited, revocable, non-transferable and non- exclusive license for Customer to use the Software Services, including but not limited to any software, and related documentation solely for Customer to provide business related services over the internet that are consistent with the terms and conditions of this Agreement as well as any applicable state, federal, or international law. Customer agrees that Customer and its agents will not: (a) sell, lease, transfer, license or sublicense the Software Services; (b) modify, change, alter, translate, create derivative works from, reverse engineer, disassemble or decompile the Software Services in any way for any reason; (c) provide, disclose, divulge or make available to, or permit use of the Software Services by any third party; (d) copy or reproduce all or any part of the Software Services (except as expressly provided for herein); (e) interfere, or attempt to interfere, with the Software in any way; (f) engage in spamming, mail bombing, spoofing or any other fraudulent, illegal or unauthorized use of the Software Services; (g) knowingly introduce into or transmit through the Software Services or any other services any virus, worm, trap door, back door, timer, clock, counter or other limiting routine, instruction or design; (h) remove, obscure or alter any copyright notice, trademarks or other proprietary rights notices affixed to or contained within the Software Services; (i) engage in or allow any action involving the Software Services that is inconsistent with the terms and conditions of this Agreement; or (j) cause, assist or permit any third party to do any of the foregoing. No right, title or interest of intellectual property or other proprietary rights in and to the Software Services and/or other products, services or software made available under this Agreement is transferred to Customer hereunder. YEMZAHI TECHNOLOGIES LIMITED, its wholly-owned subsidiaries and affiliates and its Third Party Licensors (as defined below) retain all right, title and interests, including, without limitation, all copyright, trade secret, intellectual property and other proprietary rights in and to the Ecommerce Services and/or other products, services or software provided under this Agreement.
3.0 Audit Rights
If a customer has purchased any YEMZAHI software or has obtained FTP access to the YEMZAHI software or other Ecommerce Services, YEMZAHI shall have the right, during the term of this Agreement and for a period of six (6) months thereafter to access Customer's location and files to inspect Customer's or your agent's use of the Software and or Ecommerce Services, as well as computers and equipment used in connection therewith. Customer shall cooperate fully with any such audit or inspection. In the event that any audit shows any misuse, violation or breach of the Software or Ecommerce Services or this Agreement, YEMZAHI TECHNOLOGIES LIMITED shall be entitled to pursue any remedies available to it under this Agreement or otherwise at law or in equity, and to or suspend, revoke, or terminate Software Services if you are still a YEMZAHI customer.
4.0 Availability, Downtime and General Services
In addition to the provisions of this Agreement, the Parties acknowledge that since the Internet is neither owned nor controlled by any one entity, YEMZAHI makes no guarantees that any given user will be able to access the Software Services at any given time. YEMZAHI shall not be liable to Customer for failure of accessibility to the Software Services or any potential or actual losses that Customer may suffer from Customer's inability to access or use the Software Services or your customer's inability to access any websites that may be supported or hosted by Software Services. YEMZAHI provides all Ecommerce Services and any software related to those services to the Customer on an "as is" basis and does not guarantee that the Ecommerce Services or any related software has no errors, defects or bugs or will function properly. Customer agrees that YEMZAHI is not responsible in any way for any malfunction or downtime in the Ecommerce Services or related software and any damage, injury or lost profits that may arise from such malfunction or downtime. YEMZAHI TECHNOLOGIES LIMITED makes no guarantee that the Software or Ecommerce Services that the Customer purchases will operate seamlessly and without error with Customer's own hardware, software or other services (including third party products) that Customer currently uses. YEMZAHI TECHNOLOGIES LIMITED makes no guarantees regarding system uptime, including but not limited to, the uptime for hosting a Customer's store(s) on YEMZAHI or third party systems. From time to time, and as may be necessary to maintain such systems and YEMZAHI hardware, YEMZAHI reserves the right to take its servers and other hardware offline for repairs, upgrades or routine maintenance. Customer agrees and understands that YEMZAHI softwarws and Ecommerce Services, including the hosting of a Customer's store, may be dependent on third party services that YEMZAHI cannot control. Customer expressly agrees that the availability of those third party services may impact Customer's Software and Ecommerce Services and therefore does not hold YEMZAHI liable for any actions of a third party that may adversely impact Customer's Software and Ecommerce Services. Any uptime calculation or percentage that is provided as a part of the Software and Ecommerce Services does not include routine maintenance, unexpected downtime caused by network issues or third-party vendors, and occurrences that are outside the control of YEMZAHI, including but not limited to the Force Majeure occurrences that are outlined in the YEMZAHI General Terms and Conditions.
5.0 Restrictions on Use
You agree that you will not exceed the bandwidth or storage space limits applicable to the Software or Ecommerce Services purchased, as set forth in Service Order Agreement. You agree that if you do exceed either of such limits, YEMZAHI, in its sole and exclusive discretion, may immediately take corrective action, including, but not limited to, billing plan adjustment and/or upgrade, assessment of additional fees and/or suspension and/or termination of your Software or Ecommerce Services. You agree that if your bandwidth and storage space usage adversely affects other customers on our shared Ecommerce platform, YEMZAHI may adjust your billing plan and/or suspend or terminate your Software/ Ecommerce Services without liability. You agree that YEMZAHI will have no liability to you or any of your end users due to any corrective action that YEMZAHI may take and that you will not be entitled to a refund of any fees paid in advance prior to the corrective action.
6.0 Data Transfer Overage Charges
You agree that you will not exceed the data transfer (bandwidth) or storage space limits applicable to the Software/ Ecommerce Services purchased, as set forth Service Order Agreement. You agree that if you do exceed either of such limits, YEMZAHI, in its sole and exclusive discretion, may immediately take corrective action, including, but not limited to, billing plan adjustment and/or upgrade, assessment of additional fees and/or suspension and/or termination of your Software/ Ecommerce Services. You agree that YEMZAHI will have no liability to you or any of your end users due to any corrective action that YEMZAHI may take and that you will not be entitled to a refund of any fees paid in advance prior to the corrective action.
7.0 Terms and Conditions of YEMZAHI Licensors
Customer acknowledges and agrees that the Software /Ecommerce Services are provided, in some cases, by third party Licensors to YEMZAHI (hereinafter "Third Party Licensors"). For all Software/Ecommerce Services that are provided by Third Party Licensors to YEMZAHI, Customer agrees with and shall abide by all Third Party Licensor terms and conditions, if any. Such Third Party Licensor terms and conditions are available upon request (the "Additional Terms and Conditions"). Any Additional Terms and Conditions are in addition to and supplement the terms and conditions provided in this Agreement. Customer acknowledges and agrees that it will be subject to all Additional Terms and Conditions and that all such Additional Terms and Conditions shall be incorporated into this Agreement, to the extent those Additional Terms and Conditions do not conflict with the terms and conditions of this Agreement, as if set forth fully herein. Customer further agrees that it will be subject to all Additional Terms and Conditions where Customer elects to add services to its Software/Ecommerce Services package.
8.0 Changes to YEMZAHI Licensors
Customer acknowledges that YEMZAHI may, at its sole discretion, change any Third Party Licensors that provide services under this Agreement, or add or delete discrete services from the Software/Ecommerce Services without any advance notice to customers.
