Eazy Customer Terms of Service
Last Modified: June 28, 2023
Before you begin using our products and services, we ask that you review and accept our Customer Terms of Service. These terms constitute a legally binding agreement between you (referred to as "Customer", Subscriber or "You") and Eazy (“Us” or “We”, governing your use of our services. By accessing or using our Subscription Service or authorising others to do so on your behalf, you acknowledge that you have read, understood, and agreed to be bound by these terms.
General Terms
The General Terms outline the fundamental legal and commercial provisions that apply to your use of our products and services. When we mention the "Master Terms," we are referring to these General Terms.
Agreement AcceptanceBy accepting this Agreement, whether through accessing or using a Subscription Service yourself or authorising others to do so, you are bound by the terms of this Agreement from the date of such access or use (referred to as the "Effective Date"). If you are agreeing to this Agreement on behalf of an Entity, you represent and warrant that you have the necessary authority to bind the Entity to this Agreement. In this Agreement, "Customer," "You," or "Your" refers to the Entity and its affiliates. If you do not have the authority or do not agree with this Agreement, you must not use the Services or authorise any use of the Services.
Data Processing Agreement (DPA)
The DPA explains how we handle and process your data in compliance with applicable data protection laws, including the Thailand Personal Data Protection Act BE 2562 ("PDPA").
Acceptable Use Policy (AUP)The AUP sets forth the rules and guidelines governing your use of our products and services. Please review this policy carefully to understand what activities are permitted and prohibited.
Your Order FormYour Order Form is an official document approved by Eazy that specifies the details of your purchase, including the duration of your subscription, purchased products and services, and associated fees.
Please note that we may update these terms periodically. If you have an active Eazy subscription, we will notify you of any updates via email.
1. DEFINITIONS
"Add-Ons" refers to additional product enhancements, including limit increases and other add-ons, that are made available for purchase.
"Affiliate" refers to any entity that directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement. For the purpose of this definition, control means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
"Agreement" or "Customer Terms of Service" refers to these General Terms and all materials referred to or linked to in this document, unless otherwise stated. Throughout this Agreement, we provide links to knowledge base articles to assist you in using our products and services and managing your Eazy Account. However, please note that these knowledge base articles are for informational purposes only and are not incorporated into this Agreement.
"Agent" is an individual or entity authorised to act on behalf of an insurance or broker company. Agents serve as representatives of insurers or brokers and are responsible for selling insurance policies, providing information to customers, and assisting with policy-related inquiries.
"Broker" is an individual or firm that acts as an intermediary between a customer. agents, and insurance companies.
"Authorised Payment Method" refers to a current, valid payment method accepted by us, as may be updated from time to time. This may include payment through your account with a third party.
"Billing Period" refers to the period for which you agree to prepay fees under an Order Form. The Billing Period may be the same length as the Subscription Term specified in the Order Form or may be shorter. For example, if you subscribe to the Subscription Service for a one-year Subscription Term with a twelve-month upfront payment, the Billing Period will be twelve months.
"Confidential Information" encompasses all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, and is designated as confidential or would be considered confidential by a reasonable person. This includes information related to the Disclosing Party's customers and potential customers, products, marketing plans, designs, technical data, business plans, finances, research, development, and the terms and conditions of this Agreement. Confidential Information does not include information that (i) becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. Regardless of whether or not it is designated as confidential, Customer Data is considered Confidential Information under this Agreement, subject to the exclusions mentioned above.
"Contact" refers to a single individual (other than a User) whose Contact Information is stored by you in the Subscription Service.
"Contact Information" refers to the name, email address, phone number, online user names, and similar information submitted by visitors to your landing pages on the Subscription Service or uploaded by you to the Subscription Service.
"Customer Data" includes all information that you submit or collect via the Subscription Service. However, Customer Data does not include Eazy Content.
"Customer Materials" encompasses all materials that you provide or post, upload, input, or submit for public display through the Subscription Service.
“Customer Support” refers to the services provided by a company to its customers to assist them with any inquiries, issues, or problems related to the company's products or services.
"DPA" means the Eazy Data Processing Agreement.
"Eazy", "we", "us", or "our" refers to the contracting entity specified in the 'Contracting Entity and Applicable Law' section of the agreement.
"Eazy Content" encompasses all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into the Subscription Service or Professional Services, including Enrichment Data as defined in the Product Specific Terms.
"Free Services" refers to the Subscription Service or other products or features that we provide to you on an unpaid trial or free basis.
"Insurer" refers to an insurance company or organisation that provides insurance coverage and assumes the financial risk of potential losses for policyholders.
"Jurisdiction-Specific Terms" refers to the additional terms that apply to your subscription based on your location. These terms are a part of the Agreement.
"Order" or "Order Form" means the Eazy-approved form through which you agree to subscribe to the Subscription Service and purchase Professional Services.
"Personal Data" refers to any information related to an identified or identifiable individual, where such information is contained within Customer Data and is protected as personal data, personal information, or personally identifiable information under applicable Data Protection Laws as defined in the DPA.
"Product and Services Catalog" means Eazy's catalogue of products and services, which we update periodically.
"Product Specific Terms" means the additional terms specific to each product that apply to your use of Eazy products, our Professional Services, and Third-Party Products. These terms are included as Appendix 1 to the General Terms.
"Professional Services" means consulting or professional services (including any training, success, and implementation services) provided by Eazy as indicated on a Order Form or other written document such as a Statement of Work (SOW). Professional Services may also be referred to as Consulting Services in other documentation or SOW.
"Sensitive Information" means credit or debit card numbers; financial account numbers or wire instructions; government issued identification numbers (such as Social Security numbers, passport numbers), biometric information, personal health information (or other information protected under any applicable health data protection laws), personal information of children protected under any child data protection laws, and any other information or combinations of information that falls within the definition of “special categories of data” under PDPA (as defined in the DPA) or any other applicable law relating to privacy and data protection.
"Subscription Fee" refers to the amount you pay for the Subscription Service.
"Subscription Service" encompasses all of our web-based and mobile applications, tools, and platforms to which you have subscribed under an Order Form or that we otherwise provide to you. These services are developed, operated, and maintained by us. The Subscription Service also includes any ancillary products and services, such as platform hosting, that we offer to you.
"Subscription Term" refers to the initial term of your subscription to the applicable Subscription Service, as specified in your Order Form(s), as well as any subsequent renewal terms (if applicable).
"Third-Party Products" refers to non-embedded products and professional services offered by third parties. These products and services interoperate with or are used in connection with the Subscription Service. They may include non-Eazy apps available from our marketplaces, directories, and links provided through the Subscription Service, as well as non-Eazy services listed on services.Eazy.com.
"Third-Party Sites" refers to third-party websites that are linked to from within the Subscription Service, including Communications Services.
"Users" refers to your employees, representatives, consultants, contractors, or agents who are authorised to use the Subscription Service on your behalf. These users have unique user identifications and passwords for accessing the Subscription Service.
"You", "your", "Customer" or “Subscriber" refers to the individual or entity using the Subscription Service or receiving the Professional Services. You are identified in the applicable account record, billing statement, online subscription process, or Order Form as the customer. Your Affiliates included in the scope of your purchase are also considered part of "you" or "Customer".
2. USE OF SERVICES
2.1 Access. During the Subscription Term, we will provide your Users access to use the Subscription Service as described in this Agreement and the applicable Order. You must ensure that all access, use, and receipt by your Users is subject to and in compliance with this Agreement. You may provide access and use of the Subscription Service to your Affiliate's Users or allow them to receive the Professional Services purchased under an Order, provided that all such access, use, and receipt by your Affiliate's Users is subject to and in compliance with the Agreement, and you will at all times remain liable for your Affiliates' compliance with the Agreement.
2.2 Additional Features. You may subscribe to additional features of the Subscription Service by placing an additional Order or activating the additional features from within your Eazy account (if this option is made available by us). This Agreement will apply to all additional Order(s) and all additional features that you activate from within your Eazy account.
2.3 Availability and Uptime. For details of Eazy’s Service Uptime Commitment, please see the Product Specific Terms included as Appendix 1 to the General Terms.
2.4 Limits. The limits that apply to you will be specified in your Order Form, this Agreement, or in our Product and Services Catalog, and for our Free Subscriptions, these limits may also be designated only from within the product itself. For further information on the limits that apply to your subscription, please refer to the Product Specific Terms included as Appendix 1 to the General Terms.
You must be 18 years of age or older to use the Subscription Service.
2.5 Downgrades. Depending on your Eazy product, you may be entitled to downgrade your subscription. For further information on the downgrade terms that apply to your subscription, please refer to the Product Specific Terms included as Appendix 1 to the General Terms.
2.6 Modifications. We modify the Subscription Service from time to time, including by adding or deleting features and functions, in an effort to improve your experience. For further information on our modification rights that apply to your subscription, please refer to the Product Specific Terms included as Appendix 1 to the General Terms..
2.7 Customer Support. For information on the customer support terms that apply to your subscription, please refer to the Product Specific Terms included as Appendix 2 to the General Terms..
2.8 Professional Services. Upon Customer request, Eazy may provide Professional Services, subject to the terms and conditions set forth in our Professional Service Agreement.
2.9 Eazy takes security seriously. For detailed information on how we handle security matters, please refer to the Eazy Security Overview.
2.11 . Eazy maintains detailed information and diagrams about its network and hosting infrastructure. For a detailed overview please refer to our Technology Overview.
2.12 Acceptable Use. You will comply with our Acceptable Use Policy
2.12 Service Cookies. Whenever Customer, or users interact with the Subscription Services, Eazy's Cookie Policy applies.
2.13 No Competitive Access. Customer may not access the Services for competitive purposes or if Customer is a competitor of the Eazy Group.
2.14 System Requirements. A high-speed Internet connection is required for proper transmission of the Eazy Platform. Subscriber is responsible for procuring and maintaining the network connections that connect Subscriber's network to the Eazy Platform.
2.15 Prohibited and Unauthorised Use. You will not use the Subscription Service in any way that violates the terms of the AUP or for any purpose or in any manner that is unlawful or prohibited by this Agreement. You may not use the Subscription Service if you are legally prohibited from receiving or using the Subscription Service under the laws of the country in which you are resident or from which you access or use the Subscription Service. You will notify us promptly of any unauthorised use of your Users' identifications and passwords or your account.
2.16 No Sensitive Information. YOU ACKNOWLEDGE THAT THE SUBSCRIPTION SERVICES HAVE NOT BEEN DESIGNED TO PROCESS OR MANAGE SENSITIVE INFORMATION, AND ACCORDINGLY, YOU AGREE NOT TO USE THE SUBSCRIPTION SERVICE TO COLLECT, MANAGE, OR PROCESS SENSITIVE INFORMATION. WE WILL NOT HAVE, AND WE SPECIFICALLY DISCLAIM, ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF THE SUBSCRIPTION SERVICE TO COLLECT, PROCESS, OR MANAGE SENSITIVE INFORMATION.
2.17 Internal Business Purposes Only. Unless otherwise authorised by Eazy in this Agreement or expressly agreed to otherwise in writing by Eazy, Customer may not use the Eazy Platform in any manner where you act as a service bureau or provide any outsourced business process services. This provision is not intended to prevent or inhibit the use of the Eazy Platform to provide business support to multiple Users; however, Customer agrees not to licence, sublicense, sell, outsource, rent, lease, transfer, assign, distribute, time-share, or otherwise commercially exploit or resell the Eazy Platform to any third party, other than authorised Users in furtherance of Customer internal business purposes as expressly permitted by this Agreement unless expressly agreed to otherwise in writing by Eazy.
2.18 Customer Responsibilities. To realise the full value of the Subscription Service and Professional Services, your participation and effort are needed. Resources that may be required from you include a project manager, one or more content creators, a sales sponsor, an executive sponsor, and a technical resource (or equivalent).
3. FEES
3.1 Subscription Fees. The Subscription Fee will remain fixed during the initial term of your subscription unless (i) you upgrade products or base packages, (ii) you subscribe to additional features or products, (iii) otherwise agreed to in your Order.
3.2 Fee Adjustments at Renewal. Upon renewal, we may increase your fees up to our then-current list price set out in our Product and Services Catalog. If this increase applies to you, we will notify you at least thirty (30) days in advance of your renewal, and the increased fees will apply at the start of the next renewal term. If you do not agree to this increase, either party can choose to terminate your subscription at the end of your then-current term by giving the notice required in the 'Notice of Non-Renewal' section below.
3.3 Payment of Fees. If you are paying by invoice, we will invoice you no more than forty-five (45) days before the beginning of the Subscription Term and each subsequent Billing Period, and at other times during the Subscription Term when fees are payable. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice unless otherwise specified in the Order Form.
3.4 Payment Information. You will keep your business information up to date, including your company name, address, and primary contact. You will also keep your billing information up to date for the payment of incurred and recurring fees, including your tax information.
3.5 All payment obligations are non-cancelable, and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term.
3.6 Sales Tax. All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Subscription Service and the performance of Professional Services. You will have no liability for any taxes based upon our gross revenues or net income
4. TERM AND TERMINATION
4.1 Term and Renewal. Your initial subscription term will be specified in your Order, and, unless otherwise specified in your Order, your subscription will automatically renew for the shorter of the subscription term, or one year.
4.2 Notice of Non-Renewal. Unless otherwise specified in your Order, to prevent renewal of your subscription, you or we must give written notice of non-renewal. The deadline for sending this notice varies depending on the Eazy product and edition you have subscribed to. For more information on non-renewal notice periods, please see the Product Specific Term included as Appendix 1.
If you decide not to renew your subscription, you may send a non-renewal notice by contacting us via email at support@eazydigital.io.
4.3 Early Cancellation. You may choose to cancel your subscription early at your convenience provided that we will not provide any refunds of prepaid fees or unused Subscription Fees, and you will promptly pay all unpaid fees due through the end of the Subscription Term. If you decide not to cancel your subscription, you may send a cancellation notice by contacting us via email at support@eazydigital.io.
4.4 Termination for Cause. Either party may terminate this Agreement for cause, as to any or all Subscription Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors.
We may also terminate this Agreement for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
This Agreement may not otherwise be terminated prior to the end of the Subscription Term.
4.5 Suspension4.5.1 Suspension for Prohibited Acts. We may suspend any User’s access to any or all Subscription Services without notice for:
(a) use of the Subscription Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement,
(b) use of the Eazy Subscription Service results in excessive complaints.
(c) repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity.
We may, without notice, review and delete any Customer Data or Customer Materials that we determine in good faith violate these terms or the AUP, provided that, we have no duty (unless applicable laws or regulations provide otherwise) to prescreen, control, monitor or edit your Customer Data or Customer Materials.
4.5.2 Suspension for Non-Payment
4.5.2 Suspension for Non-Payment. In the event of non-payment of any amount due, we will provide you with notice to inform you of the outstanding payment. Unless the full amount has been paid within ten (10) days of such notice, we may suspend your access to any or all of the Subscription Services.
However, please note that if you are actively disputing the charges and are cooperating diligently to resolve the dispute in good faith, we will not suspend the Subscription Service during the dispute resolution process.
In cases where the Subscription Service has been suspended due to non-payment, we reserve the right to charge a reactivation fee to reinstate your access to the Subscription Service once the outstanding payment has been made.
It is essential to ensure timely payment of all fees to avoid any disruption to your access to the Subscription Services. If you have any concerns or disputes regarding the charges, it is recommended to engage in prompt communication with us to resolve the matter and prevent any potential suspension.
4.5.3 Suspension for Present Harm.
In certain circumstances where your website or your use of the Subscription Service is causing or experiencing present harm, we may suspend all or any access to the Subscription Service. The following situations may warrant such suspension:
(a) Denial of service attacks or other disruptive activity is being directed at your website or the Subscription Service.
(b) Your website or your use of the Subscription Service is being used to engage in denial of service attacks or other disruptive activity.
(c) Your website or your use of the Subscription Service is creating a security vulnerability for the Subscription Service or others.
(d) Your website or your use of the Subscription Service is consuming excessive bandwidth or storage resources.
(e) Your website or your use of the Subscription Service is causing harm to us or others.
In such cases, we will provide you with electronic or telephonic notice of the suspension. We will make commercially reasonable efforts to limit the suspension to the affected portion of the Subscription Service. Both parties will also make reasonable efforts to promptly resolve the issues that are causing the suspension of the Subscription Service.
It's important to note that this clause does not limit our right to terminate the Agreement for cause, as described above, if we determine that your actions or conduct have or may have a negative impact on us, our prospects, or our customers. We prioritise the security, stability, and well-being of the Subscription Service and its users, and we will take appropriate measures to address any present harm or potential risks.
4.6 Effect of Termination or Expiration.
If your paid subscription is terminated or expires, you will still have access to our Free Services, except in cases where your Agreement was terminated for cause.
As long as you have an active Eazy account, you will be bound by the terms of this Agreement.
Upon the termination or expiration of this Agreement, you are required to cease all use of the Subscription Service and Eazy Content. In the event that you terminate this Agreement for cause, we will refund any prepaid fees that cover the unused portion of your Subscription Service after termination. However, please note that this refund does not include any fees related to your use of Eazy Payments, as that is governed by the separate Eazy Payments Terms of Use. If we terminate this Agreement for cause, you are responsible for promptly paying any outstanding fees owed until the end of the Subscription Term. Please be aware that fees paid are generally non-refundable unless specifically stated otherwise.
5. CUSTOMER DATA
5.1 Customer's Proprietary Rights. You retain full ownership and all rights to the Customer Materials and Customer Data. This Agreement does not grant us any ownership rights over your Customer Materials or Customer Data. However, you give us and our licensors permission to use the Customer Materials and Customer Data solely for the purpose of providing the Subscription Service and Professional Services to you, and as otherwise permitted by this Agreement. If you are using the Subscription Service or receiving Professional Services on behalf of another party, you represent and warrant that you have the necessary rights and permissions to do so.
5.2 Limits on Eazy. We will not use Customer Data to contact any individual or company unless directed or permitted by you. We will only use Customer Data to provide the Subscription Service and Professional Services to you, and in accordance with applicable law and this Agreement.
5.3 Data Practices and Machine Learning.
5.3.1 Usage Data. We may collect information about you and your Users as allowed by the Agreement when you interact with the Subscription Service.
5.3.2 Machine Learning. We may use Customer Data, as permitted by this Agreement, in an anonymized form for machine learning purposes to support certain product features and functionality within the Subscription Service. If you prefer that your Customer Data is not used for machine learning purposes, you can opt-out by sending an email to privacy@eazydigital.io
5.3.3 Privacy Policy. For more details on our data practices, please refer to our Privacy Policy.
5.4 Protection of Customer Data. The terms of the Data Processing Addendum (DPA) are incorporated into this Agreement and will apply to the extent that any Customer Data includes Personal Data. The DPA outlines how we will process Personal Data on your behalf in relation to the Subscription Services provided under this Agreement. We will maintain appropriate administrative, physical, and technical safeguards, as described in the DPA and our Security Measures in Annex 2 of the DPA, to protect Personal Data.
5.5 Regional Data Hosting. Your Customer Data will be stored in a specific location or geographical region (e.g., Thailand or Singapore) as part of your subscription, subject to the terms of this Agreement.
5.6 Customer Data Transfers. We and our Affiliates may transfer Customer Data, including Personal Data, to Singapore as part of the Subscription Service.
5.7 Retention, Deletion, and Retrieval of Customer Data. For information regarding the retention and deletion of Customer Data, please refer to the "Eazy Obligations" section of our DPA. Details about your right to retrieve Customer Data from your Eazy account can be found in the "Retrieval of Customer Data" sections specified in our Product Specific Terms.
6. INTELLECTUAL PROPERTY
6.1 This Agreement grants you access to and use of the Subscription Service, but it does not provide you with a licence to any software. We retain all intellectual property rights to the Eazy Content, Subscription Service, Professional Services, and any other products or services provided under this Agreement. You are prohibited from copying, renting, leasing, selling, distributing, or creating derivative works based on the Eazy Content, Subscription Service, or Professional Services, in whole or in part, by any means, unless expressly authorised in writing by us. Our trademarks are our exclusive property, and you may not use any of these trademarks without our prior written permission.
6.2 We welcome and encourage customers to provide feedback on the Subscription Service or Professional Services, as well as to offer suggestions for improvement. You acknowledge and agree that all comments and suggestions you provide are non-confidential, and we have full ownership rights to use and incorporate them into the Subscription Service or Professional Services, without any payment or attribution to you.
7. CONFIDENTIALITY
7.1 The party receiving confidential information (the "Receiving Party") agrees to take necessary measures to protect the confidentiality of the disclosed information from the other party (the "Disclosing Party"). The Receiving Party will employ the same level of care to safeguard the confidentiality of the Disclosing Party's confidential information as it would use for its own similar confidential information, ensuring that no less than reasonable care is applied. The Receiving Party will not utilise the Disclosing Party's confidential information for any purpose beyond the scope of this Agreement. Furthermore, the Receiving Party will refrain from disclosing the Disclosing Party's confidential information to any third party, except for the third-party service providers employed by us to deliver certain aspects of the Subscription Service or Professional Services, and except for your Eazy Solutions Partner who is bound by confidentiality obligations. The Receiving Party will restrict access to the Disclosing Party's confidential information to employees, contractors, and agents of itself and its affiliates who require such access for purposes consistent with this Agreement. These individuals must have signed confidentiality agreements with the Receiving Party that offer protections no less stringent than those stated herein.
7.2 In the event that the Receiving Party is legally compelled to disclose any of the Disclosing Party's confidential information under any applicable federal, state, or local law, statute, rule, regulation, subpoena, or legal process, the following conditions apply: (i) the Receiving Party will promptly notify the Disclosing Party of any such request, allowing the Disclosing Party an opportunity to object to the request and/or seek an appropriate protective order; if the Receiving Party is prohibited by law from providing such notice, it will disclose only the minimum amount of confidential information required by the applicable legal mandate; (ii) the Receiving Party will refer the request to the Disclosing Party and will provide reasonable assistance, at the cost of the Disclosing Party, in opposing the disclosure or seeking a protective order, unless explicitly prohibited by law or court order; and (iii) under no circumstances will the Receiving Party disclose the confidential information to any party other than a government agency, unless a court with jurisdiction issues a valid order specifically requiring such disclosure. This includes situations where the Disclosing Party refuses to consent to the disclosure or fails to respond to the Receiving Party's inquiries related to the request for disclosure of the confidential information.
8. PUBLICITY
You grant us the right to add your name and company logo to our customer list and website. You can opt-out of this use by sending an email to support@eazydigital.io.
9. INDEMNIFICATION
You will assume the responsibility to indemnify, defend, and protect us and our Affiliates, at your own expense, from any third-party claims, suits, actions, or proceedings (referred to as "Actions") initiated against us (including our officers, directors, employees, agents, service providers, licensors, and Affiliates) by an unaffiliated third party. This indemnification obligation applies to the extent that such Actions are founded upon or arise out of:
(a) Unauthorised or illegal use of the Subscription Service by you or your Affiliates,
(b) Noncompliance with or breach of this Agreement by you or your Affiliates,
(c) Use of Third-Party Products by you or your Affiliates,
(d) Unauthorised use of the Subscription Service by any other person using your User information.
We will: (i)Notify you in writing within thirty (30) days of our becoming aware of any such claim. (ii) Give you sole control of the defence or settlement of such a claim. (iii) Provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defence or settlement of the claim.
You will not accept any settlement that: (i) Imposes an obligation on us; (ii) Requires us to make an admission; or (iii) Imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
10. DISCLAIMERS; LIMITATION OF LIABILITY
10.1 Performance Warranty.
We warrant that:
(i) The Subscription Service and Professional Services will be provided in a manner consistent with generally accepted industry standards. (ii) We will not knowingly introduce any viruses or other forms of malicious code into the Subscription Service.
However, please note that this warranty does not apply if you only use the Free Services.
In the event of non-conformance with this warranty, we will make commercially reasonable efforts to correct such non-conformance. If we cannot correct the non-conformance within sixty (60) days from the date you notified us, either party may terminate this Agreement by providing written notice within thirty (30) days after the end of the Remedy Period. If you terminate the Agreement for this reason, we will promptly refund any prepaid but unused fees covering the use of the Subscription Service after termination, in accordance with the 'Effect of Termination or Expiration' provision of this Agreement.
We will not have any obligation or liability under this section if the non-conformance is caused by or based on:
(i) Any combination of the Subscription Service with hardware, software, equipment, or data not provided by us.
(ii) Modification of the Subscription Service by anyone other than us or modification by us in accordance with specifications or instructions provided by you.
(iii) Use of the Subscription Service in violation of or outside the scope of this Agreement.
THIS SECTION STATES OUR ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM PROVIDED FOR UNDER THIS SECTION.
10.2 Disclaimer of Warranties.
EXCEPT AS SET FORTH IN THE 'PERFORMANCE WARRANTY' SECTION AND WITHOUT LIMITING OUR OBLIGATIONS IN THE 'PROTECTION OF CUSTOMER DATA' SECTION OF THIS AGREEMENT, WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, ACCURACY, OR COMPLETENESS OF THE SUBSCRIPTION SERVICE, DATA SYNCHED TO OR MADE AVAILABLE FROM THE SUBSCRIPTION SERVICE, EAZY CONTENT, OR THE PROFESSIONAL SERVICES FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE SUBSCRIPTION SERVICE, EAZY CONTENT, AND PROFESSIONAL SERVICES ARE PROVIDED "AS IS'' WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, WITH REGARD TO THE SUBSCRIPTION SERVICE AND THE PROFESSIONAL SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON INFRINGEMENT.
10.3 No Indirect Damages.
TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY; PROVIDED THAT THIS LIMITATION WILL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES.
10.4 Limitation of Liability.
EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE 'INDEMNIFICATION' SECTION, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY OR ITS AFFILIATES IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY, ITS AFFILIATES, OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY AND ITS AFFILIATES WILL BE LIMITED TO A SUM EQUAL TO THE TOTAL AMOUNTS PAID FOR THE SUBSCRIPTION SERVICE IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM; PROVIDED, HOWEVER, THAT THIS LIMITATION WILL NOT APPLY TO YOU IF YOU USE THE FREE OR TRIAL SERVICES. IN THIS CASE, IF WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY ARISING FROM YOUR USE OF FREE OR TRIAL SERVICES, THEN OUR AGGREGATE LIABILITY WILL BE LIMITED TO 100 Thai Baht.
10.5 Third Party Products.
WE AND OUR AFFILIATES DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS WILL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.
10.6 Agreement to Liability Limit.
YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SUBSCRIPTION SERVICE TO YOU.
11. MISCELLANEOUS
11.1 Amendment; No Waiver.
We reserve the right to amend any part or all of the Agreement. The revised version will become effective and binding on the next business day after it is posted. We will notify you of any revisions through email.
If you disagree with a modification to the Agreement, you must notify us in writing within thirty (30) days of receiving the revision notice. If you provide this notice, your subscription will continue to be governed by the terms and conditions of the Agreement prior to the modification until your next renewal date. After that, the current terms will apply. However, if it becomes unreasonable for us to provide the subscription to you under the terms prior to the modification (e.g., due to legal requirements or significant product changes), we may terminate the Agreement and/or affected Subscription Services upon notice to you. In such cases, we will promptly refund any prepaid but unused fees covering the use of the Subscription Service after termination, following the 'Effect of Termination or Expiration' provision of this Agreement.
No delay or failure to exercise any right or remedy, or failure to object, will be considered a waiver of such right, remedy, or any other rights or remedies. Waiving a right or remedy on one occasion will not constitute a waiver on any future occasion.
11.2 Force Majeure.
Except for payment obligations of amounts due under this Agreement, neither party will be held responsible for any failure or delay in performance caused by an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage not caused by the obligated party; government restrictions; pandemic; or any other event outside the reasonable control of the obligated party. Each party will make reasonable efforts to mitigate the impact of a force majeure event.
11.3 Actions Permitted.
Except for actions related to nonpayment or breach of a party's proprietary rights, no action, regardless of form, arising from or related to this Agreement may be initiated by either party more than one (1) year after the cause of action has accrued.
11.4 Relationship of the Parties.
Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between us.
11.5 Compliance with Laws.
We will comply with all applicable Thailand laws in providing the Subscription Service, Professional Services, and processing Customer Data. We reserve the right to disclose any information as required to satisfy any law, regulation, legal process, or governmental request.
We will comply with our Code of Business Conduct and Ethics (also known as our Code of Use Good Judgment), which can be found on our Investor Relations page on Eazy.com. The Code of Use Good Judgment is incorporated into this Agreement. However, any other linked materials available on our Investor Relations Page are for informational purposes only and are not incorporated into these terms. You are responsible for complying with all applicable laws when using the Subscription Service and Professional Services, including any relevant export laws.
You are prohibited from directly or indirectly exporting, re-exporting, or transferring the Subscription Service or Professional Services to countries or individuals prohibited by law. Furthermore, you shall not permit the use of the Subscription Service or Professional Services by countries or individuals who are subject to such legal restrictions.
11.6 Severability. In the event that any part of this Agreement or an Order Form is deemed invalid or unenforceable under applicable law, the invalid or unenforceable provision will be replaced by a valid and enforceable provision that best reflects the original intent of the provision. The rest of this Agreement will remain in full force and effect.
11.7 Notices.
To Eazy: Notice will be sent to the contact address specified in the Jurisdiction Specific Terms, and it will be considered delivered on the date of actual receipt.
To you: Your address provided in our Eazy Subscription account information. We may send electronic notices through general notices via the Subscription Service or specific notices via email to the email address(es) listed in our account information for you, or through the notifications centre of the Subscription Service. We may also provide notice to you through telephone calls to the phone numbers listed in our account information for you. It is your responsibility to ensure that your account information is kept up to date.
11.8 Entire Agreement. This Agreement (including each Order) and our Privacy Policy constitute the entire agreement between us for the Subscription Service and Professional Services, and they supersede all other proposals and agreements, whether electronic, oral, or written, between us. We reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance, supplier portal, or website. Our obligations are not dependent on the delivery of any future functionality or features of the Subscription Service, nor are they contingent on any oral or written comments made by us regarding future functionality or features. We may provide versions of this Agreement in languages other than English. In the event of any discrepancies, the English version of this Agreement will govern our relationship, and the translated version is provided for convenience purposes only and will not modify the English version of this Agreement.
11.9 Assignment. You may not assign or transfer this Agreement without obtaining our prior written consent, except in cases where you assign this Agreement to a successor due to a merger, reorganisation, sale of assets, change of control, or operation of law, provided that the successor is not a competitor of ours. We reserve the right to assign this Agreement to any Eazy Affiliate or in the event of a merger, reorganisation, sale of assets, change of control, or operation of law.
11.10 No Third-Party Beneficiaries. This Agreement does not confer any rights, benefits, or remedies upon any third-party individuals or entities, whether expressed or implied.
11.11 Contract for Services. This Agreement pertains to the provision of services and does not constitute a contract for the sale of goods.
11.12 Authority. Each party represents and warrants that it possesses full power and authority to enter into this Agreement, and that it is binding and enforceable according to its terms. Furthermore, you warrant and represent that you have the authority to ensure that your Affiliates comply with the terms of this Agreement in Thailand.
11.13 Survival. The following sections will continue to be effective and enforceable even after the expiration or termination of this Agreement in Thailand: 'Definitions', 'Fees', 'Prohibited and Unauthorised Use', 'Early Cancellation', 'Termination for Cause', 'Suspension for Prohibited Acts', 'Suspension for Non-Payment', 'Suspension for Present Harm', 'Suspension and Termination of Free Services', 'Effect of Termination or Expiration', 'Intellectual Property', 'Customer's Proprietary Rights', 'Confidentiality', 'Publicity', 'Indemnification', 'Disclaimers; Limitations of Liability', 'Miscellaneous', and 'Contracting Entity and Applicable Law'. Additionally, the 'Retrieval of Customer Data' sections and the 'Beta Services' section of the Product Specific Terms page will also survive the expiration or termination of this Agreement.11.14 Precedence. In case of any conflict between the terms of this Agreement and an Order, the terms of the Order will take precedence, but only with respect to that specific Order.
12. GOVERNING LAW
This Agreement shall be governed by and interpreted in accordance with the laws of tThailand, without giving effect to any principles of conflicts of law. Any disputes arising under this Agreement shall be exclusively resolved in a court of general jurisdiction in Thailand. You expressly agree to submit to the personal and exclusive jurisdiction of this court for the purpose of resolving any dispute relating to this Agreement or arising from the access to or use of the Services by Subscriber, Agents, or End-Users.
APPENDIX 1
Product Specific Terms
Product Specific Terms are intended to highlight some of the important things about using our services. The Product Specific Terms form part of the Terms of Service and are hereby incorporated therein.
1. DEFINITIONS
"Downtime" refers to a critical full outage or severe issue that results in the complete inability to use the Subscription Service (excluding Free Services) across a significant portion of the production environment. It includes problems that cause production downtime with no workaround or solution available.
"Excluded" refers to specific circumstances that are not considered as downtime or unavailability. These include events beyond our reasonable control, such as acts of God, government actions, emergencies, natural disasters, strikes, or force majeure events. It also includes interruptions caused by the customer's combination of the Subscription Service with incompatible hardware or software, failures of telecommunications or internet service providers, misuse or alteration of the Subscription Service, and scheduled maintenance by Eazy.
"Service Uptime" is calculated as follows: (total hours in a calendar month - Excluded duration - Downtime duration) / (total hours in a calendar month - Excluded duration) x 100%.
2. EAZY PLATFORM
2.1 Eazy Platform Subscription Fees
If you subscribe to services, please note that there will be fees applicable to those specific features or services. The detailed information on fees and pricing can be found in the quotation provided to you.
2.2 Modifications
We may make changes to the Eazy Platform that materially reduce the functionality provided to you during the Subscription Term.
2.3 Non-Renewal Notice Period
To discontinue Free Services under this Agreement, you or we may close your account in accordance with the General Terms. For information on the renewal period and the process for renewing or terminating your subscription, please refer to the terms and conditions outlined in the quotation provided to you.
2.4 Retrieval of Customer Data
The customer is granted the ability to export their data from the platform. This includes the option to retrieve and export Customer Data during their Subscription Term. The customer can follow the provided instructions in our knowledge base articles
We will provide reasonable assistance to the customer in retrieving their Customer Data during the Subscription Term, subject to the customer's cost and in accordance with the 'Confidentiality' section of the General Terms. However, it's important to note that after the termination or expiration of the Subscription Term, access to Customer Data will no longer be available through the platform. Therefore, we encourage customers to export and secure their data before their Subscription Term ends.
2.5 Unified Database
By using the Eazy Platform with other parts of the Subscription Service, you understand that all Customer Data will be stored in a unified database associated with your subscription, and that all workflows you use will pull from this unified list of Customer Data.
3. PROFESSIONAL SERVICES
3.1 Professional Services
You have the option to purchase Professional Services Services by placing an Order with us. The specific details of the Professional Services Services we offer are described in the details of the Order Form . Fees for Professional Services Services are separate from your Subscription Fee.
3.1.1 Location
By default, all Professional Services Services are performed remotely unless otherwise agreed upon by both parties. If on-site Professional Services Services are requested and agreed upon, you will be responsible for reimbursing us for reasonable expenses incurred in connection with providing the on-site Professional Services Services. Any invoices or reimbursement requests will be due and payable within thirty (30) days from the date of the invoice.
3.1.2 Delivery
If the Professional Services you purchase include a specific number of hours, those hours will have an expiration period indicated in the applicable description. The expiration period begins upon purchase.
If the Professional Services you purchase include deliverables, the delivery period will be indicated in the applicable description. It is estimated that the deliverables will be completed within this delivery period, which also starts upon purchase. If no specific expiration or delivery period is indicated, the default period will be one hundred and eighty (180) days from the date of purchase.
If, at the end of the Delivery Period, the Professional Services are incomplete due to your failure to provide the necessary resources or fulfil your obligations, the Professional Services will be considered complete. If the Professional Services are incomplete at the end of the Delivery Period due to our failure to provide the necessary resources or fulfil our obligations, the Delivery Period will be extended to allow us to complete the Professional Services.
3.1.3 Third Party Providers
We may engage third-party service providers to deliver some or all elements of the Professional Services. Please note that Professional Services are non-cancellable, and all fees associated with the Professional Services are non-refundable.
These Professional Services Services are also subject to the terms and conditions set forth in our Professional Service Agreement.
4. SERVICE AVAILABILITY
Eazy will make commercially reasonable efforts to achieve and maintain a Service Uptime level of 99.95% for our Subscription Service in any given calendar month. All availability calculations will be based on our system records.
In the event of a failure to meet the Service Uptime commitments, defined as two (2) or more consecutive calendar months during which the Service Uptime falls below 99.95% in a given calendar month, the Customer shall be entitled to receive a credit. This credit shall be equal to the pro-rated amount of fees applicable to the downtime as measured within the aforementioned consecutive calendar months during which the Service Uptime fell below 99.95%. The credit will be applied against an invoice or charge for the following renewal Subscription Term, provided the Customer requests such credit within twenty (20) days of the end of the relevant calendar month in which Eazy did not meet the Service Uptime of 99.8%.
5. SCHEDULE MAINTENANCE
Eazy shall make reasonable efforts to provide the Customer with a minimum of 10 Business Days' advance written notice regarding scheduled Maintenance Services. This notice will include information about maintenance activities that may impact the availability or performance of the Services. Such notice is in addition to any other notice obligations outlined in this agreement.
All scheduled Maintenance Services shall be conducted during periods designated as "Outside of Business Hours" unless otherwise agreed upon by both parties.
6. SERVICE UPGRADES
Eazy is entrusted with the responsibility of developing and delivering necessary upgrades to enhance the functionality and performance of the services it provides. These Upgrades are crucial for maintaining an up-to-date and efficient service.
Eazy is committed to providing the Customer with a written notice, well in advance, of a minimum of 10 Business Days before the planned application of any upgrade to the services. This notice period is designed to offer the Customer the opportunity to prepare for any potential changes or disruptions that may arise as a result of the Upgrade.
Each Upgrade to the services will be carried out within a timeframe specified by Eazy in the notification provided to the Customer. Alternatively, the exact timing of the upgrade can be mutually agreed upon in writing between both parties, ensuring a clear and coordinated approach to the implementation process.
APPENDIX 2
Customer Support Service Terms
This Customer Support Service Terms is an integral part of this Agreement concerning the use of our services. This Appendix provides detailed information regarding the Customer Support Services.
1. SUPPORT SERVICES
SUPPORT SERVICES
Eazy shall provide the following support services ("Support Services") to the Customer:
(a) Assistance with the installation, configuration, and troubleshooting of the Eazy Software.
(b) Advice regarding best practices for using the Eazy Software.
(c) Bug tracking and problem escalation.
(d) Access to FAQs and documentation relating to the Eazy Software.
(e) Support for new releases and minor updates of the Eazy Software during the term of the subscription.
2. EXCLUSION OF SERVICES
EXCLUSIONS FROM SUPPORT SERVICES
Eazy shall have no obligation to provide support services in the following cases:
(a) Altered or modified Software.
(b) Software accessed on unlicensed Domains.
(c) Problems caused by Customer's negligence, misuse, or hardware malfunction.
(d) Use of the Software inconsistent with Eazy's instructions.
(e) Assistance in the development or debugging of Customer's system, including the operating system and support tools.
(f) Information and assistance on technical issues related to the installation, administration, and use of enabling technologies such as databases, computer networks, and communications.
(g) Assistance with the installation and configuration of hardware, including but not limited to computers, hard disks, networks, and printers.
(h) Support or assistance for the applications listed in the System Requirements themselves.
(i) Technical support, phone support, or updates to non-Eazy products or third-party enabling technologies not licensed under the Agreement.
3. SUBCONTRACTORS
Eazy reserves the right to subcontract any or all of the work to be performed under these Support Services Terms, and Eazy retains responsibility for any work so subcontracted.
4. SUPPORT SERVICES PRIORITY
Upon receipt of a properly submitted issues as specified by Eazy, Support Services shall be prioritised in accordance with the following guidelines:
Priority
Description
Priority 1 ("P1")
A catastrophic production problem severely impacting the Customers Site, resulting in a loss of production data or site downtime and there is no workaround.
Priority 2 ("P2")
A problem causing significant impact to portions of the Customers business operations or productivity, or potential loss or interruption of service. No workaround is available,
and performance may be degraded, or functions are limited.
Priority 3 ("P3")
A medium-to-low impact problem involving partial or non-critical loss of functionality, impairing some operations but allowing Customers operations to continue. There is a workaround available.
Priority 4 ("P4")
A general usage question or issue that may be cosmetic in nature or documentation-related, where the Software works without interruption.
5. SUPPORT RESPONSE & RESOLUTION TIMES
Eazy shall exercise commercially reasonable efforts to meet the response and resolution times specified below for Support Services, following receipt of a support issue submitted by the Customer.
The target resolution time specified is provided as an objective to guide the provision of services and shall not be construed as a guarantee or warranty. Eazy shall endeavor to achieve the specified target resolution time to the best of its abilities. However, factors beyond Eazy's control, including but not limited to the complexity of the issue, external dependencies, or unforeseen circumstances, may impact the actual time required for resolution. Therefore, the target resolution time serves as a mutual objective rather than a legally binding commitment.
Normal Business Hours
Monday 09:00 - Friday 19:00 (UTC +7)
Non-Business Hours
Outside Business Hours, Weekends, Holidays
RESPONSE TIMES
RESOLUTION TIMES
6. HELPDESK ACCESS
Eazy provides a helpdesk portal for access to Support Services. This section outlines the key provisions related to the utilisation of the helpdesk within the framework of this agreement.
(a) Eazy will make available to the Customer a helpdesk portal.
(b) The Customer is authorised to utilise the helpdesk solely for the purpose of requesting and, when applicable, receiving Support Services.
(c) Eazy will ensure that the product-specific helpdesk is accessible through multiple channels, including telephone, email, and a web-based ticketing system.
(d) Eazy is committed to ensuring that the helpdesk remains operational and adequately staffed
(e) Eazy will provide the Customer with a dedicated telephone number to report critical issues outside of Business Hours, in cases where out-of-hours support is a part of the contract.
(f) The Customer will be responsible for directing all requests for Support Services, as needed from time to time, exclusively through the product-specific helpdesk.
(g) The Customer is expressly prohibited from using the helpdesk for any other purpose.
7. END OF LIFE POLICY
You acknowledge that new features may be added to the Eazy Software based on market demand and technological innovation. Accordingly, as Eazy develops enhanced versions of the Software, Eazy may cease to maintain and support older versions of the Software. Eazy will make commercially reasonable efforts to provide Support Services with respect to older versions of the Software. Eazy shall have no obligation to support Software outside of Eazy's stated End of Service/End of Life (EOS/EOL) policy for the applicable Software. Such EOS/EOL policies shall be made available to the Customer either in the accompanying Documentation or upon request and are subject to update from time to time at Eazy's reasonable discretion.
Sivatel Tower, 1202, 12th Fl.,
53 Witthayu Rd, Lumphini,
Pathum Wan, Bangkok 10330
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