Term & Conditions for Cyber360

This Agreement commences on the date you place your order and continues through the Term of Service. The “Term of Service” begins on the invoice date and extends for the term indicated on the Customer’s invoice. Unless otherwise agreed in writing between Cyber360 and the Customer, purchases of Services under this Agreement shall be solely for Customer’s own internal use and not for resale or service bureau purposes.

Where Cyber360 resells Products of Vendors such as but not limited to software publishers, services providers or hardware manufacturers, Customer may be required to accept additional vendor terms set out in the Solution Description and/or enter into an end user agreement with such Vendor ("Vendor Terms"). Customer acknowledges that no assurance in respect of the Vendor's services are provided, and no liability in connection therewith is assumed by Cyber360 under the Agreement. Customer acknowledges that it will not be able to utilize the Products through use of Cyber360 Services if it does not accept the Vendor Terms.

Customer acknowledges and agrees that:

(i) Where it is bound by or otherwise subject to a separate agreement with or Vendor Terms imposed by a third-party Vendor of any of the Products which have been resold by Cyber360 as Vendor may have the right to terminate the Vendor Terms

(ii) Where such termination is exercised by the third-party provider, Cyber360 shall have the right to cease supply of the affected Services to Customer without any liability to compensate Customer for the same.

All parts or components removed from the Product and any original Products for which customer received a replacement product become the property of Cyber360. If Cyber360 delivers a replacement part, component, or Product to Customer, Customer must relinquish the item to Cyber360. If Customer does not relinquish the item to Cyber360 as required above, or if the unit is not returned within thirty (30) days in accordance with written instructions provided with the replacement unit (in the event the replacement unit was not delivered in person by a Cyber360 technician), Customer agrees to pay Cyber360 for the replacement unit upon receipt of invoice. IF YOU FAIL TO PAY CYBER360 FOR ANY PART, COMPONENT, OR PRODUCT, THEN CYBER360 MAY CANCEL THIS AGREEMENT, SUSPEND YOUR WARRANTY AND/OR SERVICE SUPPORT ON ANY CYBER360 PRODUCT YOU MAY OWN UNTIL THE APPLICABLE AMOUNT IS PAID, AND/OR TAKE OTHER LEGAL STEPS. A suspension of warranty or service for failure to properly return a part, component, or product will not toll the term of your service contract.

a. General Information Regarding Professional Services. Cyber360 will provide Professional Services related to the Products or Supported Items described in any standard offering and/or on a time and materials (“T&M”) basis as mutually agreed in writing from time to time, each as set forth in an Order for the Professional Services. On a T&M engagement, any estimated total is solely for budgeting and resource allocation purposes and not a guarantee that the work will be completed for that amount. Quoted fees for Professional Services are based on such Professional Services being provided during Cyber360’s normal business hours, Monday through Friday, as Cyber360 may modify upon notice to Customer. Professional Services provided by Cyber360 outside of such normal business hours will be subject to a premium service charge.

b. Time Period to Use Professional Services. Unless otherwise specified on an Order, Customer must use all pre-paid hours of Professional Services within six (6) months from the purchase date and any expired hours are non-refundable.

c. Changes to Professional Services. Either party may propose a change to the Professional Services described in the Order (a “Change Order”). Each Change Order shall specify the change(s) to the Professional Services or deliverables, and the effect on the time of performance and fees owed to Cyber360 due to the change. Once executed by both parties, a Change Order shall become a part of the Order.

d. Out of Pocket Expenses. Customer will reimburse Cyber360 for its reasonable cost for all travel and related expenses incurred in connection with Professional Services performed by Cyber360 on Customer’s site. Both parties must mutually agree in writing upon the provision of Services at Customer’s site.

e. "Customer Data" means all data, software, and information that Customer or its authorized users provide, authorize access to, or collected by the software agent of the Products.

f. Use of Cyber360 Services will not affect Customer's ownership or license rights in Customer Data. Cyber360 will treat all Customer Data as confidential by not disclosing the same except to Cyber360's employees, third party providers and contractors and only to the extent necessary to deliver Cyber360 Services.

g. Cyber360, including its Affiliates and contractors, may access and use Customer Data only
i. as authorized, directed or permitted by Customer,
ii. in connection with performance of Cyber360 Services,
iii. in order to comply with applicable laws, subpoenas, discovery or similar orders or requests, and/or
iv. to investigate or help prevent or mitigate security threats, fraud or other illegal, malicious or inappropriate activity. If and when any disclosure of Customer Data is required by law, Cyber360 will, if permitted to do so, make reasonable efforts to inform Customer so that Customer may seek legal protection.

h. Customer is responsible for obtaining and maintaining all necessary rights and permissions to enable, and grants such rights and permissions to, Cyber360, including its Affiliates and contractors, to use, provide, store and otherwise process Customer Data in the Cyber360 Services. This includes Customer making necessary disclosures and obtaining consent, if required, before providing individuals' information, including personal or other regulated data in such Customer Data. If any Customer Data could be subject to governmental regulation or may require security measures beyond those specified by Cyber360 for Cyber360 Services, Customer will not input, provide, or allow such Customer Data without Cyber360's prior written consent.

i. Customer acknowledges that
i. transmissions on networks, including the internet and internet-facing applications carry certain risks that could result in loss of data and property and those risks are not Cyber360’s responsibilities,
ii. Cyber360 provides only the Managed Services described in the Agreement,
iii. Cyber360 has no responsibility for the loading or security of software installed by Customer,
iv. no security measures provide absolute protection, and
v. Customer loads and maintains all Customer Data on Cyber360 Services at its own risk.

j. Customer bears ultimate responsibility over the Customer Data and Cyber360 has no liability for loss, corruption, or destruction of Customer Data.

k. Customer is responsible for removing Customer Data from Cyber360’s or Vendors’ computing resources upon the expiration or cancellation of Cyber360 Services and/or the termination / expiration of this Agreement. Cyber360 does not archive Customer Data, however some Customer Data may remain in Cyber360 Services backup files until expiration or deletion of such files as governed by Cyber360’s or Vendors’ guidelines.

l. Cyber360 is under no obligation to assist with any migration of Cyber360 Services to another service provider, unless it has been mutually agreed between Customer and Cyber360, subject to additional charges and terms and conditions which shall apply.

“Order” means the ordering documentation for the initial or any renewal purchase of a, including a Solution Description that specifies, as applicable, the Services, Product, quantity, applicable Fees, billing period, Committed Service Term and other charges as agreed to between you and Cyber360. An Order may be generated at the time of Service registration, and/or by accepting a formally written or electronic Quote. The term Order includes Statements of Work, Solution Description, or similar document that describes the Solution. Orders shall be subject to and incorporate by reference the terms of this Agreement and the applicable Solution Terms.

Your Order will be deemed accepted by Cyber360 upon Cyber360’s delivery of the Services you ordered, or Cyber360’s written acceptance of the Order. Cyber360 may require additional verifications or information, at any time after receipt of your Order, elect to supply less than the quantity you ordered, or before accepting any Order. Cyber360 may at any time after receipt of your Order accept or decline your Order. Any delivery date provided by Cyber360 is an estimate only and Cyber360 will not be liable for failure to meet any stated delivery date. Any pricing errors or unintentional misrepresentations of Product availability or features (“Errors”) will be corrected by Cyber360 as soon as practicable following discovery. Cyber360 reserves the right to revoke any quote, cancel any Order or adjust amounts due after Cyber360’s discovery of relevant Errors. Cyber360’s sole obligation if Cyber360 cancels an Order due to Error will be to refund any amount already paid.

The term of a Service Subscription and use measurements are indicated on the applicable Order. The Service Subscription Term is defined by a number of consecutive months or years (a “Committed Service Term”). Certain pricing and discounts may be available only when purchases are made with a Committed Service Term of a specific length. You agree to pay Service Subscription fees for the entire Committed Service Term. If you terminate Service at any time during a Committed Solution Term for any reason other than Cyber360’s breach which has not been timely cured, a lump sum payment equal to 100% of the monthly unpaid Service Subscription fee times the number of months remaining in the Committed Solution Term, less any amounts already prepaid, will be due immediately and charged to you. Unless otherwise agreed to by Cyber360, Committed Service Terms set forth in Orders will automatically renew for additional Committed Service Terms equal in length to the expiring Committed Service Term unless either party gives notice to the other of non-renewal at least thirty (30) days prior to the end of the relevant Committed Service Term. Usage quantities may be increased during a Committed Service Term, but not decreased.

No Warranties. CUSTOMER ACKNOWLEDGES AND AGREES THAT GIVEN THE NATURE OF THE SERVICE, THESE SERVICES ARE PROVIDED “AS IS” AND CYBER360 MAKES NO WARRANTIES REGARDING THE SERVICE OR THE RESULTS OF THE SERVICE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CYBER360 EXPRESSLY DISCLAIMS ALL WARRANTIES AS TO THE SERVICES PROVIDED HEREUNDER.

Limitation of Liability. TO THE EXTENT ALLOWED BY LOCAL LAW, CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND CYBER360’S ENTIRE, COLLECTIVE LIABILITY IN CONTRACT, TORT, OR OTHERWISE, UNDER THIS AGREEMENT IS A PRO-RATED REFUND OF THE AMOUNTS PAID TO CYBER360 FOR THE SERVICE THAT IS THE BASIS OF THE CLAIM. UNDER NO CIRCUMSTANCES WILL CYBER360 BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, EXPENSES, COST, PROFITS, LOST SAVINGS OR EARNINGS, LOST OR CORRUPTED DATA, OR OTHER LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, OR OUT OF THE INSTALLATION, DEINSTALLATION, USE OF, OR INABILITY TO USE THE SYSTEM, OR OUT OF THE USE OF ANY SERVICE MATERIALS PROVIDED HEREUNDER.

Governing Law. THIS AGREEMENT SHALL, TO THE EXTENT PERMITTED BY APPLICABLE LAW, BE GOVERNED BY THE LAWS OF MALAYSIA, WITHOUT REGARD TO CONFLICTS OF LAWS RULES.

Severability. If any provision of this Agreement is void or unenforceable, the parties agree to delete it and agree that the remaining provisions will continue to be in effect.

Commercially reasonable limits to scope of service. Cyber360 may refuse to provide Services if, in its opinion, providing the Services creates an unreasonable risk to Cyber360 or Cyber360’s Service providers, vendors, or is beyond the scope of Services. Cyber360 is not liable for any failure or delay in performance due to any cause beyond its control. Service extends only to uses for which the Supported Item was designed. Customer acknowledges that Cyber360 may not be able solve Customer’s particular problem.

Optional services. Optional services, including point-of-need support, installation, consulting, managed, professional, support or training services, may be available for purchase from Cyber360 and will vary by Customer and location. Optional services may require a separate agreement with Cyber360. In the absence of such agreement, optional services are provided pursuant to the terms and conditions of this Service Description.

Assignment. Cyber360 may assign this Service and/or Service Description to qualified third party service providers.

Fair Use Policy. The use of these Services is subject to Cyber360’s fair use policy. Cyber360’s fair use policy provides that if at any time a user is found to be abusing the Services by exceeding the level of reasonably expected use, then Cyber360 reserves the right to suspend or cancel these Services. In addition, to the extent allowed by local law, Cyber360 reserves the right to suspend or cancel any Services that Cyber360, in its sole discretion, determines are being used
i. fraudulently,
ii. by any person other than the eligible customer or his or her permitted transferee hereunder, or
iii. for those other than a Supported Items,
iv. results in excessive consumption of resources; and/or
v. circumvents the intended use of the Product and/or the Supported Items.