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Terms of Use
Last Updated: 10/03/2023
WE, DECUBE, Inc a Delaware Company or DECUBE DATA SDN BHD (REG. NO. 202201025732 (1471429-M)) (“Company”), (BOTH ARE SUBSIDIARY of DECUBE DATA PTE LTD) OWN THE COPYRIGHT, TRADEMARK, TRADE NAMES, PATENTS AND OTHER INTELLECTUAL PROPERTY RIGHTS SUBSISTING IN OR USED IN CONNECTION WITH THE SERVICE PLAN AS SET OUT IN THE ORDER FORM (“Services”) THAT YOU (“Client” or “you”) HAVE SUBMITTED TO THE COMPANY (“Order form”). IT IS UNLAWFUL TO ACCESS OR UTILISE THE SERVICES IN ANYWAY WITHOUT A LICENCE/SUBSCRIPTION/CONTRACT FROM THE COMPANY. THE COMPANY IS WILLING TO LICENSE THE ACCESS AND USE OF THE SERVICES TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THESE TERMS AND CONDITIONS. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE ACCESSING / USING THE SERVICES. BY SUBMITTING THE ORDER FORM TO THE COMPANY; SUBSCRIBING TO THE COMPANY’S SITE / SERVICES; AND/OR, ACCESSING / USING THE SERVICES, YOU ARE DEEMED TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, THE COMPANY IS UNWILLING TO LICENSE THE ACCESS OR USAGE OF THE SERVICES TO YOU, AND YOU SHOULD NOT ACCESS OR USE THE SERVICES IN ANYWAY WHATSOEVER.
By accessing, signing up or/and placing an order with Decube, you confirm that you are in agreement with and bound by the terms of service contained in the Terms & Conditions outlined below. These terms apply to the entire website and any email or other type of communication between you and Decube. Under no circumstances shall Decube team be liable for any direct, indirect, special, incidental or consequential damages, including, but not limited to, loss of data or profit, arising out of the use, or the inability to use, the materials on this site, even if Decube team or an authorized representative has been advised of the possibility of such damages. If your use of materials from this site results in the need for servicing, repair or correction of equipment or data, you assume any costs thereof. Decube will not be responsible for any outcome that may occur during the course of usage of our resources. We reserve the rights to change prices and revise the resources usage policy in any moment.
In consideration of your agreement to be bound by these terms and conditions, the Company hereby grants you a limited, revocable, non-exclusive, non-assignable, non-sublicensable, non-transferable, royalty-free, worldwide license to access and use the Services in accordance with its terms of use set out below during the period of your subscription of the Company’s service plan as specified in the Order Form. This licence is solely for you as the subscriber of the Services and is for your benefit only.
You are permitted to access and use the Services subject to the following conditions:
(i) the Services shall be accessed and used solely for the Purpose (as described below);
(ii) login credentials cannot be shared or used by more than one individual authorized user. You shall notify the Company immediately if you believe that an unauthorized third-party has accessed your account to the Services, or if your account credentials to or data within the Services has been compromised;
(iii) access the Services via and use it on a computer(s) which is / are under your control;
(iv) access and use of the Services does not exceed that allowed by these terms and conditions;
(v) no sub-licensing, assignment, rent, lease or transfer the licence of the Services;
(vi) no translation, reverse engineering, de-compilation, disassembling, modification, or creation of derivative works based on the Services;
(vii) no variation, deletion or obscuring any notices of proprietary rights or any product identification or restrictions on or in the Services;
(viii) prior to access and/or use of the Services by your employees or agents, all such parties are notified of this licence and these term and conditions; and
(ix) the access and/or use of the Services and these terms and conditions are binding upon you and you may not assign, transfer, sub-contract or otherwise part with, the access to or use of the Services or, these terms and conditions or any right or obligation hereunder without prior written consent of the Company.
Termination of this Agreement will not limit any of Decube's rights or remedies at law or in equity in case of breach by you (during the term of this Agreement) of any of your obligations under the present Agreement.
In the course of providing the Services to you, the Company may collect statistical data and performance information, analytics, meta-data or similar information, generated through instrumentation and logging systems, regarding the operation of the service, including your access to and/or use of the Services (“Data”). Where the Services include a data reconciliation module, the term “Data” includes such data collected via the use of the said module which will be automatically deleted within 30 days from the date of the processing of such data. You represent and warrant that you are the proprietor of such Data or have obtained all necessary rights, consents, permissions, or licenses necessary to allow the Company to receive and access the Data, to provide you with the Services and the Company’s other services (as the case may be) and to use the Data in accordance with these terms and conditions. Nothing in these terms and conditions shall restrict the Company’s right to collect the Data or to use it for any internal business purpose, provided however, that (i) the Company will not disclose the Data to any third party in a manner that allows such third party to identify you or your authorised user of the Services, other than the Company’s employees, agents or service providers who are subject to obligations of confidentiality with respect to such Data. Please refer to the Company’s privacy policy at https://decube.io/privacy for more details.
Additionally, the parties will comply with the data processing addendum ('DPA') available at https://decube.io/
All purchases made by you in respect of the Services or through the Company’s site will be made for purposes integral to your business only and is strictly for use by you (and not your subsidiary company, holding company and/ or affiliate company).
The Company reserves the right in its sole discretion to deny users access to its site or any part of its site or the Services without notice and to decline to provide the service to any user that is in breach of these terms and conditions of use.
The Services operates on or with or using integrations and/or other services operated or provided by third parties (“Third-Party Services”), including such integrations listed on an applicable order form. The Company is not responsible for the operation of any Third-Party Services nor the availability or operation of the Services to the extent such availability and operation is dependent upon Third Party Services. You are responsible for procuring any and all rights necessary for it to access Third Party Services and for complying with any applicable terms or conditions thereof. The Company does not operate or control in any way any information, software, products or services available on such Third-Party Services. The Company does not make any representations or warranties with respect to Third Party Services or any third-party providers. Any exchange of data or other interaction between you and a third-party provider is solely between you and such third-party provider and is governed by such third party’s terms and conditions.
Fees for the subscription to access and use the Services are described in an associated Order Form or invoice. Any renewal fees will be based on the Company’s then-current fees, unless otherwise stated in an Order Form. All fees due are payable in U.S. Dollars unless otherwise stated on an Order Form. The Company’s fees are exclusive of all bank charges, remittance fees, foreign currency exchange, and taxes, levies, or duties imposed by the relevant tax authorities, and you shall be responsible for payment of all applicable charges, sales, use, excise, transfer, and other transaction taxes, levies or duties related to the subscription to access and use the Services. The Company issues invoices for the subscription on or about the Contract Start Date described in the Order Form, and monthly / annually thereafter upon renewal, if applicable. Fees for the subscription shall be paid monthly / annually in advance. Unless otherwise stated on an Order Form or statement of work, fees for the subscription are due within 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information and notifying the Company of any changes to such information. All payment obligations are irrevocable, and all amounts paid are non-refundable unless stated otherwise in the Order Form or these terms and conditions.
The Company does not represent or warrant that:
(i) access to its site or the Services, or any part of it, will be uninterrupted, reliable or fault-free;
(ii) its site or the Services or any of their contents will be accurate, complete or reliable;
(iii) any services via its site or the Services will be provided with due care and skill;
(iv) any goods obtained via the site or the Services will be of merchantable quality or will be fit for any purpose (even if that purpose has been previously notified to the Company); and
(v) the Services will meet your requirements and the Company therefore exclude and expressly disclaim all express and implied warranties or conditions not stated in the Order Form or these terms and conditions (including without limitation, loss of profits, loss or corruption of data, business interruption or loss of contracts), so far as such exclusion or disclaimer is permitted under the applicable law.
To the extent permitted by law, the Company excludes all liability (whether arising in contract, tort or otherwise and whether or not due to any form of negligence) which the Company may otherwise have to you as a result of:
(i) any technical, factual, textual or typographical inaccuracies, errors or omissions on or relating to its site or the Services; or any information on its site or in the Services;
(ii) the unavailability of its site or the Services (or any part of it), goods or services;
(iii) any delay in providing, or failure to provide or make available, goods or services, or any negligent provision of goods or services;
(iv) any goods not being of merchantable quality or fit for their intended purpose;
(v) any misrepresentation on or relating to its site, the Services, the goods or the services (other than a fraudulent misrepresentation made by the Company, if any); and
(vi) any programs or data made or stored via or within the Services.
The Company’s maximum liability to your business in respect of your use of the Company’s site, the Services or any other services we provide or make available to you through or in relation to the Company’s site will be the amount of any subscription fees paid or payable on behalf of your business during the year in which the liability arose. You agree that the Company shall have no liability for indirect or consequential losses, loss of data, income or profits or damages for loss of or damage to property. You agree that each of these limitations is reasonable having regard to the nature of the Company’s site and the Services. None of the exclusions, limitations and/or maximum liability above shall affect any statutory rights which are not capable of being excluded. However, in such case, the Company’s obligation, where permitted by law, will be limited to the resupply of the Services to you. Each of the above exclusions or limitations shall be construed as a separate, and severable, provision of these terms and conditions. The limitation of the Company’s liabilities shall not limit your payment obligations under these terms and conditions and the Order Form.
The Company may temporarily suspend your access to or use of the Services if the Company reasonably determines that: (a) your access to or use of the Services disrupts or creates a security risk to the Services or the Company’s systems; (b) your access to or use of the Services is in violation of any applicable law or regulation or these terms and conditions; or (c) your failure to pay fees owed to the Company in accordance with these terms and conditions. In the event of any suspension pursuant to this provision, the Company will use commercially reasonable efforts to provide written notice thereof to you, and to restore your access to / use of the Services as promptly as reasonably practicable.
The licence to access and/or use the Company’s site or the Services shall automatically terminate if:
(i) you fail to comply with any of these terms and conditions;
(ii) you destroy the copies of access to or use of the Services in your possession;
(iii) you unsubscribe to the Services and/or the continued access to or use of the Services;
(iv) you fail, refuse and/or neglect to comply with any applicable laws, guidelines, codes and regulations in connection to the Services and/or the Company’s site;
(v) being a company, you go into liquidation (otherwise than for the purpose of reconstruction or amalgamation) or an order of court is made for the whole or any material part of your assets;
(vi) being an individual, you commit an act of bankruptcy;
(vii) you enter into any composition or arrangement with its creditors other than in the ordinary course of your business;
(viii) you are levied or threatened by distress or execution upon any of your property;
(ix) you have a receiver and/or manager appointed over the whole or any material part of your assets, and in the event of termination, you shall be prohibited from any further use of the Services and all copies of access to or use of the Services must be deleted from all storage media in your control.
The Company has the sole discretion and reserves the right at any time without notice to revise or update the content of its site or the Services (including any other services offered by the Company) and these terms and conditions which shall be effective from the date of such revision or update or such other date as indicated by the Company. Any changes to these terms and conditions will be posted on the Company’s site or notified via the Services or by email and by continuing to access or use the Company’s site, the Services and/or other services of the Company following any such change, you are deemed to signify that you agree to be bound by the revised / updated terms and conditions of use.
In the event that any provision of these terms and conditions is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable or indications of the same are received by the Company from any relevant competent authority, that provision shall be amended in such reasonable manner as achieves the intention of the parties without illegality or, at the Company’s discretion, such provision may be severed from these terms and conditions and the remaining provisions of these terms and conditions shall remain in full force and effect.
Failure or neglect by the Company to exercise any of its rights or remedies under these terms and conditions will not be construed as a waiver of the Company’s rights nor in any way affect the validity of the whole or part of this licence nor prejudice the Company’s right to take subsequent action.
You shall defend, indemnify and hold harmless the Company and its officers, directors, consultants, employees, successors and permitted assigns, from and against any losses, damages, costs, liabilities and expenses (including reasonable solicitors’ fees) resulting from any third party claim, demand, action, subpoena, request or attestation (collectively, a “Claim”) arising out of or relating to the Company’s access to, or possession, processing or use of your data as is necessary to provide the service in accordance with these terms and conditions.
The Company will be obtaining / has obtained a system and organisation controls (SOC) 2 type 2 certification in respect of the protection, privacy and security of the Data which is based on the five trust service criteria (TSC), security, availability, processing integrity, confidentiality, and privacy. You can reach out to security@decube.io for more information.
“Confidential Information” shall mean all information of a party disclosed to the other party, regardless of the form of disclosure, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including without limitation and without the need to designate as confidential (i) with respect to you (which excludes the Data), and (ii) with respect to the Company, the pricing terms offered to you by the Company.
Each party (each a “Receiving Party”) agrees that (i) it shall use and reproduce the Confidential Information of the other party (the “Disclosing Party”) only for purposes of exercising its rights and performing its obligations under these terms and conditions and only to the extent necessary for such purposes and (ii) it shall restrict disclosure of such Confidential Information to the Receiving Party’s employees, consultants, service providers or advisors who have a need to know and who are bound by obligations of confidentiality and non-¬use at least as protective of such information as these terms and conditions, and shall not otherwise disclose such Confidential Information to any third party without the prior written approval of the Disclosing Party. The Receiving Party will exercise at least the same degree of care used to restrict disclosure and use of its own information of like importance, but not less than reasonable care. Notwithstanding the foregoing, it shall not be a breach of these terms and conditions for the Receiving Party to disclose Confidential Information if compelled to do so under law, in a judicial or other governmental investigation or proceeding, provided that, to the extent permitted by law, the Receiving Party has given the Disclosing Party prior notice and reasonable assistance to permit the Disclosing Party a reasonable opportunity to object to and/or limit the judicial or governmental requirement to disclosure.
Notwithstanding anything to the contrary herein, neither party shall be liable for using or disclosing information that such party can prove: (i) was publicly known at the time it was disclosed or has become publicly known through no fault of the Receiving Party; (ii) was known to the Receiving Party, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; (iii) is disclosed with the prior written approval of the Disclosing Party; (iv) was independently developed by the Receiving Party without any use of the Confidential Information, as demonstrated by files created at the time of such independent development; (v) becomes known to the Receiving Party, without restriction, from a source other than the Disclosing Party without breach of these terms and conditions by the Receiving Party and otherwise not in violation of the Disclosing Party’s rights; or (vi) is disclosed generally to third parties by the Disclosing Party without restrictions similar to those contained in these terms and conditions.
All rights in the design, text, graphics, code and other material on the Company’s site and the Services and the selection or arrangement thereof are the copyright of the Company or other third parties. Permission is granted to electronically copy and print in hard copy portions of the Company’s site solely in connection with the acquisition of services through the site. Any other use of materials on the Company’s site (including reproduction for purposes other than those noted above and alteration, modification, distribution, or republication) without the Company’s prior written permission is strictly prohibited. All trademarks, product names and company names or logos used in the Company’s site are the Company’s property or that of their respective owners. No permission is given by the Company in respect of the use of any such trademarks, get-up, product names, company names, logos or titles and such use may constitute an infringement of the holder's rights.
The parties are independent contractors and will have no right to assume or create any obligation or responsibility on behalf of the other party. Neither party shall hold itself out as an agent of the other party. These terms and conditions will not be construed to create or imply any partnership, agency, joint venture or formal business entity of any kind.
The Company shall be entitled to identify you (including details such as your name, logo / brand) on its site or such marketing / promotional initiatives as a subscriber or previous subscriber of the Services and/or other services offered by the Company. This may include you accessing the product thru signup only.
The Company shall not be liable to you for any breach of these terms and conditions of use or any failure to provide or delay in providing its services through its site or the Services resulting from any event or circumstance beyond the Company’s reasonable control including, without limitation, strikes, lockouts and other industrial disputes, breakdown of systems or network access, fire, explosion, accident, pandemics and epidemics.
This Agreement, including any dispute, controversy, proceeding, or claim arising from or in connection with it, or its formation, shall be governed and construed in accordance with specific jurisdictional laws based on the signing entity. If this Agreement is signed with Decube, Inc., it shall be governed by and interpreted in accordance with the laws of the State of Delaware, United States of America. In such cases, the parties irrevocably submit to the exclusive jurisdiction of the courts of Delaware. Conversely, if this Agreement is signed with Decube Data Sdn Bhd, it shall be governed by and interpreted in accordance with the laws of Malaysia, with the parties irrevocably submitting to the exclusive jurisdiction of the Malaysian courts for these purposes.
References to “Company” shall include its officers, employees, authorised personnel, agents, representatives and advisors. References to “Client” or “you” shall include your officers, employees, authorised personnel, agents, representatives and advisors. References to “Services” includes the Company’s proprietary software, technology, frameworks, platforms, methodologies, facilitation guides, questionnaires, techniques, general purpose consulting and related know-how, logic, coherence and methods of operation of systems, user interfaces, screen designs, presentation materials and documentation (whether or not used to operate and support the site) including any enhancements, modifications or derivatives thereof, which are provided to you under these terms and conditions.
You have read and understand these terms and conditions and agree that it constitutes the complete and exclusive statement of the terms and conditions between us with respect to the subject matter of these terms and conditions. These terms and conditions shall be read as an integral part of the Order Form. In the event of conflict between the Order Form and these terms and conditions, the Order Form shall prevail.
All notices and other communications shall be deemed to have been duly given when sent via email or the Services.
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