Terms of Service -- Goyzer

Terms of Service

Last updated: January 15th, 2023

This Agreement is made between Goyzer Technology Solutions LLC (hereinafter “GOYZER” or “Company” or “The Service” or “We” or “Our” or “Us”), and you or the entity that you represent (hereinafter “Subscriber” or “You” or Your”). You and GOYZER are each individually referred to as a “Party” and collectively as “Parties”. By accessing or using The Service you agree to be bound by these Terms of Service, and if you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this Agreement, in which case the terms “You” or “Your” shall refer to such entity. If you disagree with any part of the terms of Service then you do not have permission to access The Service. This Agreement is effective between You and Us as of the date of You accepting and signing up this Agreement, and shall continue from the commencement date for a period of twelve calendar months.

Use of The Service

Subject to Your compliance with these Terms of Service, GOYZER hereby grants you a revocable, non-exclusive, non-transferable, limited Subscription to access and use The Service solely for your business use. The rights granted to You under this Agreement during the Subscription Term entitle You to access some or all of The Service through a designated account. You are solely and fully responsible for maintaining the confidentiality of Your Account log-in details and for all activities that occur under your Account. Anyone with access to your Account will be considered to be users authorized by You. You should notify Us immediately of any unauthorized use or breach of the security of Your account.

Your Data: GOYZER Exercises no control over, and accepts no responsibility for Your Data. You are solely responsible for the accuracy, integrity, quality and legality of Your Data. GOYZER is not responsible for the correction, deletion, destruction or loss of Your Data. You can export any Data as you want at anytime throughout the term of this Agreement.
Communication tools: The Service may contain various communication or transmission tools that assist you in the conduct of your business. You are solely responsible for the contents or communications you send via Email, SMS, any electronic message, or other means. You must adhere to and comply with all Applicable Laws (including but not limited to policies and laws related to spamming, privacy, obtaining opt-in or other approvals from any part receiving communications from You) ;
Restrictions to Use: You may not license, sell, rent, lease, transfer, assign, distribute, host, outsource, disclose or otherwise commercially exploit or make The Service or GOYZER Technology available to any third party. You may not modify, make derivative works of, disassemble, reproduce, reverse compile, or reverse engineer any part of The Service or GOYZER Technology, or discover the source code in order to build a competitive or similar product or service.

In addition, You agree not to use, or allow any third party to use, GOYZER Technology to: (i) store, upload or transmit any content or material that is illegal, defamatory, abusive or that violates privacy or intellectual property rights of any third party; (ii) upload, store, link to, transmit or send any viruses, malware, Trojan horses, malicious code or any other similar harmful files or programs; (iii) interfere with or disrupt the integrity or performance of The Services or any components thereof; (iv) use The Service or GOYZER Technology in violation of applicable law; (v) send unsolicited contents or communications in violation of spamming or other laws
Additional Services: You may request us to perform separate Additional Services that are not part of The Service. The details of the Additional Services to be performed will be described on the Service Order Form, as mutually agreed. We reserve the sole discretion to refuse any Additional Services based on our internal evaluation.
Maintenance, backup and Security: The Service is offered as Software-as-a-Service (SaaS). We will use commercially reasonable efforts to adhere to the latest standard technical and organizational security measures to maintain a secure application and database, and to guard against unauthorized or unlawful access to Your Data. We will provide You with periodic updates to the Software at no additional cost. We perform and maintain regular database backups and system maintenance, the use of the Software may be interrupted by routine database and system maintenance; We will use commercially reasonable efforts to minimize such interruption and schedule maintenance at non-peak hours.
Support Services: We will provide You with standard customer support for The Service at no additional cost during your Subscription Term, which shall include phone, email and/or available online communication tools. Customer support may be contacted during normal business hours from 9am to 6pm Dubai Time (Gulf Standard Time, GMT/UTC + 4h), Monday through Friday, excluding weekends and United Arab Emirates national holidays. Premium Support services may also be purchased by You at the rates and terms described in the Subscription Agreement or the relevant Service Order Form.
Third Party Products and Services GOYZER may make available, or provide You with access to use certain third party products or services which are governed solely by the terms and conditions and privacy policies of such third party services. GOYZER does not warrant or support any services developed, provided or maintained by third party service providers.

GOYZER is not liable for any damage, loss, disclosure, modification or deletion of Your Data caused or alleged to be caused by YOUR access or use of any such third party services. GOYZER DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY PRODUCTS OR SERVICES OFFERED THROUGH, OR IN CONNECTION WITH, THE SERVICE (INCLUDING, BUT NOT LIMITED TO, THIRD-PARTY INTEGRATIONS CONNECTED TO THE SERVICE, OR ANY HYPERLINKED WEBSITE OR SERVICE).

Fees and Payment

The use of The Service is subject to a Subscription Fee(s), in accordance with the type and number of units and/or users selected by You as set forth in the Subscription Agreement. You will pay the Subscription Fees and other applicable Fees through an accepted payment method as specified on the Subscription Agreement. You agree to provide Us with complete and accurate billing and contact information for Yourself and Your organization, as applicable, and to keep such information updated and current at all times. The Fees for Subscription and any Additional Services (“Fees”) are payable in advance, irrevocable and non-refundable. Fees are based on services purchased and not actual usage. Payment obligations are non-cancelable, regardless of utilization by You. You agree that your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Us regarding future functionality or features.

Renewal: All Subscription Fees will automatically renew under the exact same conditions for a period equal to the expiring Subscription Term, unless You give Us a written request of change in the number of users and/or units at least thirty (30) days prior to the expiration of the relevant Subscription Term. Any Fees for a renewed Subscription Term are due upon the date of renewal.
Additional Services: You may submit a Service Order to purchase Additional Services from GOYZER, which will be evaluated internally on a case-by-case basis. The specific details of the Additional Services will be described on the Service Order, and amounts charged for these Additional Services are in addition to Your Fees. All Additional Services are performed remotely, unless You and We otherwise agree.
Non-payment suspension: If any Fees are more than thirty (30) days overdue, We may suspend Your account and access to The Service immediately, without prior notice or liability, until balances are paid in full. You continue to remain liable for all Fees during any suspension period even if they have not yet been invoiced to you.
Taxes: All amounts payable by You under this Agreement are exclusive of any value added tax, duties, local or foreign taxes. You shall pay the full amount of such applicable Taxes even if such amounts are not listed on the Subscription Agreement, Change Order or Service Order.

Confidentiality

Each party agrees to protect the other party's Confidential Information from unauthorized disclosure, access or use in the same manner as it protects its own Confidential Information of similar nature or importance, but in no case less than reasonable care. Except as expressly directed by the other party, each party agrees that it will not at any time, during the term of the Agreement and for a period of three (3) years after the termination of the Agreement, disclose any Confidential Information to any third party, or use any of the Confidential Information for any reason except to the extent necessary to exercise its rights or perform its obligations under this Agreement. If the party receiving Confidential Information is required by law or court order or other governmental authority to disclose such Information, then the receiving party shall, to the extent legally permitted, notify the other party prior to any disclosure.

GOYZER may reference You as a user of The Service and use Your business name and logo in an appropriate and acceptable manner, in customer listings appearing on the company’s website and for other marketing and promotional purposes relating to The Services.

Intellectual Property Rights

No ownership rights are transferred to You under this Agreement. GOYZER alone (and its licensors, partners, where applicable) shall own and retain all right, title and interest in and to The Service, The Content, and GOYZER Technology including, but not limited to, all software, services, mobile applications, source code, functionality, updates, future releases, enhancement, procedures, feedback, customizations, enhancements, modifications, revisions, derivative work, user interfaces, know-how, techniques, designs, content, materials, documents, trademarks, logo, designs, and trade names associated with The Service or GOYZER Technology.

Feedback: We welcome and encourage you to provide feedback, comments, ideas and suggestions for improvements to The Service and Additional Services (“Feedback”). We may use such feedback for our business purpose without any restriction, obligation or compensation to You. You acknowledge and agree that such Feedback is non-confidential and will become the sole property of GOYZER.
Your Data: GOYZER is an enterprise Software, therefore, all Data entered by You is Your own property, We have no ownership rights, title or interest in Your Data. All information, documents and materials you submit, store, display or post on or through The Service shall be and remain Your exclusive property. You hereby grant GOYZER and its licensors a worldwide, non-exclusive, royalty-free and perpetual right to access, use, aggregate, reproduce, distribute, perform, display, process, prepare derivative works of, and otherwise fully exploit Your Data solely to the extent necessary to provide The Service or to provide support to YOU.

Termination and Suspension

Termination with Notice: a. Either party may terminate the Agreement by giving a written notice to the other at least thirty (30) days prior to the expiry of the Initial Term or any renewal term, in which case the Agreement will terminate as of the end of such term.
b. Either party may terminate The Service or this Agreement by written notice to the other party in the event that such other party commits any material breach of these Terms of Service and fails to remedy that breach within thirty (30) days of such written notice. This Agreement shall remain in effect until terminated in accordance with these Terms of Service.
Suspension: We may, in Our sole discretion, terminate the Agreement and/or Your access to The Service immediately without notice to You, if:
- a. You fail to pay any amount, including taxes, due under this Agreement.
- b. GOYZER deem You a threat to the security, integrity or availability of The Service, GOYZER Technology, server performance or resources whether as a result of their actions or threats of such actions or by hostility of their actions or due to any other reason which in our considered opinion would be against our business interest
- c. You enter into bankruptcy or become insolvent by a competent authority or court.
GOYZER will immediately restore the availability of The Service as soon as the issues leading to the suspension are resolved. Such suspension will in no way affect Your payment obligation or other obligations under this Agreement.
Effect of Termination: After termination of this Agreement for any reason, You will have no further right to access The Service or Your Data. We shall have no obligation to preserve or provide any of Your Data, and GOYZER may thereafter remove or delete all of Your Data in Our systems. We strongly recommend that You export all Your Data before terminating your Agreement. GOYZER support may help You with the transfer of any stored data upon request.

The provisions of these Terms of Service shall survive any termination or expiry of the Agreement, including but not limited to confidentiality, indemnification, intellectual property rights and payment of unpaid Fees and expenses.

Warranties and Disclaimer

THE SERVICE (AND ANY PART THEREOF) AND ANY OTHER ADDITIONAL SERVICES, MATERIALS OR CONTENT ARE PROVIDED TO YOU STRICTLY “AS IS” AND “AS AVAILABLE”. BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, SATISFACTORY PURPOSE, ACCURACY, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT THE SERVICE: (I) WILL MEET YOUR SPECIFIC REQUIREMENTS OR EXPECTATIONS; (II) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (III) WILL BE EFFECTIVE, ACCURATE OR RELIABLE; (IV) WILL BE COMPATIBLE WITH YOUR COMPUTER, LAPTOP, MOBILE DEVICE OR NETWORK; (V) WILL BE COMPATIBLE WITH ANY THIRD PARTY PRODUCTS OR SERVICES INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY INTEGRATIONS. YOU ACKNOWLEDGE AND AGREE THAT THE USE OF THE GOYZER SERVICE AND ANY OTHER MATERIALS OR SERVICES PROVIDED BY GOYZER, AND ALL RESULTS OF SUCH USE IS SOLELY AT YOUR OWN RISK. WE EXERCISE NO CONTROL OVER AND SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH SUCH OFFERINGS.

Limitation on Liability

IN NO EVENT WILL GOYZER, OR ANY OF ITS OFFICERS, DIRECTORS AND EMPLOYEES BE LIABLE FOR ANYTHING ARISING OUT OR ANYWAY RELATED TO YOUR USE OF THE SERVICE FOR ANY FINANCIAL LOSSES, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, COVER, LOSS OF DATA OR LOSS OF BUSINESS, WHETHER IN CONTRACT, TORT, NEGLIGENCE OR UNDER ANY OTHER THEORY OF LIABILITY, OR WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Indemnification

You agree to defend, indemnify and hold harmless GOYZER and their directors, employees, agents, officers, licensors and partners from and against any and all claims, losses, damages, obligations, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees), arising out of your use or misuse of a) your use and access of The Service, by you or any person using your account and password; b) any breach of these Terms of Service, c) Content posted on the Service, d) unauthorized access to and/or use of The Content and/or The Service.

Force Majeure

Except for Your obligation to pay Fees, neither party will be responsible for any failure or delay in performing its obligations due to causes beyond its control, which shall include without limitation acts of God, earthquakes, weather conditions, fires, floods, natural disasters, epidemics, civil disturbances, strike or other labor disturbances, changes in law, regulation or government policy, national or local emergency, insurrections, sabotage, embargos, wars, acts of terrorism, unavailability or interruption or delay internet, or telecommunication or third party services, or other occurrences which are beyond the party's the reasonable control.

Governing Law and Jurisdiction

The parties shall act in good faith to attempt to resolve any dispute or claim arising out of or related to this Agreement, including without limitation claims related to the use of The Service, performance, the interpretation, or validity of the Agreement, or the arbitrability of any dispute. In the event a mutually acceptable resolution cannot be reached within a reasonable time, the dispute shall be subject to the exclusive jurisdiction of the Courts of the Dubai International Financial Centre ("the DIFC Courts").

Modification to Terms

We reserve the right to modify these Terms of Service at any time by posting the modified version on its website. If a revision, at our sole discretion, is material We will provide at least 30 days notice prior to the effective date of the modifications being made. By continuing to access or use The Service after any revisions become effective, You will be deemed to have agreed to such modification through Your continued use of The Service. If you do not agree to the new terms, you are no longer authorized to use The Service.

Definitions

Agreement: means these Terms of Service, the Subscription Agreement, each and every Change Order or Service Order, together
Subscription Term: means the period stated on a Subscription Agreement during which You subscribe to The Services
Subscription Agreement: means the initial form (hard or electronic) that you signed up, which evidences Your subscription to the The Service and specifies, amongst other things, subscription type, corresponding number of users and/or units, applicable fees, billing periods and any Additional Services as agreed between You and Us, and shall include any and all subsequent Change Order(s) or Service Order(s) or amendments thereto. Each Order shall be incorporated into and become an integral part of this Agreement (in the event of any conflict between the terms of this Agreement and any applicable Change Order or Service Order, the terms of the relevant Change Order or Service Order shall prevail).
The Service: means the Software, Mobile Applications, tools and other SaaS solutions that are developed, operated, maintained and provided by GOYZER to You, pursuant to Your Subscription, as set forth in the Subscription Agreement and applicable Change Orders. The Service does not include any Third Party Services.
Software: means the software applications known as “GOYZER” (which shall include, without limitation, any future Updates and Derivative Works.
Subscription: means Your right to access and use The Service that You purchased for a relevant Subscription Fee and Subscription Term as specified in the Subscription Agreement and any applicable Change Order.
Change Order: means any Subscription change order referencing this Agreement and executed by You and GOYZER, which details any order placed by You to change The Service type You subscribed to, corresponding number of users and/or units, applicable fees or billing periods as agreed between You and GOYZER, upon your request.
Additional Services: means any additional products and services, including, without limitation, implementation, data migration, training, technical consultancy, customizations or modifications to The software, feature development, new product development, integration with Third Party Services and any other services that You purchase separately in addition to Your Subscription to The Service, as set forth in the Subscription Agreement or the applicable Service Orders.
Customizations: means modifying existing features or creating entirely new features and workflow to meet specific business needs.
Service Order: means an order form entered into between You and GOYZER for the purchase of Additional Services related to GoYzer. The scope, timeline and Fee shall be as specified in the relevant Service Order form.
The Content: means all source code, databases, functionality, manuals, audio, video, text, images, and graphics on the The Service and GOYZER Technology made available to You by GOYZER.
Data: means all electronic data, information, text, documents, images and materials related to You or Your Customers, submitted or uploaded by you or your customers to The Service.
Confidential Information: means all information disclosed by one party to the other party, in any medium or format, that is designated as “confidential”, or which a reasonable person should understand to be confidential given the nature of the information and circumstances of disclosure. which concerns the business, operations or customers of the disclosing party.
GOYZER TECHNOLOGY: means the Website, The Service, Platforms, The Content, Additional Services, Derivative Work, APIs and any other products and services that We make available to You, including materials, designs, source codes, formulas, user interfaces, templates, techniques and other related material or information).