B3Networks Terms of Service (“TOS for SaaS”)
This B3Networks Terms of Service Agreement (the “Agreement”) is entered into by and between B3Networks Private Limited (“B3Networks”) and the entity agreeing to these terms (“Service Provider”). B3Networks and the Service Provider is hereinafter referred to individually as a “Party” and collectively as the “Parties”. This Agreement is effective as of the date the Service Provider completes the B3Networks Domain registration process (the “Effective Date”).
1. Definitions
(a) “Service Provider” means the organization or entity exercising its rights and obligations under the Service Provider Agreement to provide B3Networks services to its own customer(s) and end user(s).
(b) “Admin Account(s)” means the administrative account(s) provided to the Service Provider by B3Networks for the purpose of administering the B3Networks services to its own customers.
(c) “Admin Console” means the online tool provided by B3Networks to the Service Provider for use in reporting and certain other administration functions.
(d) “Administrators” mean the Service Provider’s Customer-designated personnel who administer the B3Networks services to End Users on Customer’s behalf.
(e) “Brand Assets” means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time.
(f) “Customer Data” means data provided, generated, transmitted or displayed via the B3Networks Services by the Service Provider’s Customer or End Users.
(g) “End Users” means the individual users whom the service provider permits the customer to use the B3Network Services.
(h) “B3Networks Services” means the software and services provided by B3Networks on https://www.b3networks.com/ and other designated websites, including associated offline and mobile components that are provided by B3Networks Pte Ltd
(i) “Service Provider Agreement” means the signed agreement between B3Networks Pte.Ltd. and the Service Provider prior to onboarding on B3Networks services.
(j) “Data Policy” means the B3Networks Data Protection Policy located at https://www.b3networks.com/data-policy or such other URL as B3Networks may provide
(k) “Selling Rate” means the actual prices for the subscription and usages of the B3Networks Services paid for by the Service Provider’s Customer.
(l) “SLA” means the B3Networks Service Level Agreement located at https://www.b3networks.com/sla or such other URL as B3Networks may provide.
2. Use of Service
(a) Data Transfer. As part of providing the B3Networks Services to the Service Provider, B3Networks may transfer, store and process the Service Provider’s Customer Data within B3Newtworks facilities in Singapore, Malaysia, , Indonesia, Thailand, Philippines, Vietnam, United States and Japan. By using the B3Networks system, the Service Provider’s customer consents to this transfer, processing and storage of Customer Data.
(b) Revising Rates. B3Networks may make commercially reasonable changes to the B3Networks Services Selling Rate by providing the Service Provider with written notice (which may be by email) at least seven days prior to the start of the new rates.
(c) B3Networks Credit. The B3Networks credit is used to pay for the subscriptions and usages of B3Networks Services. The B3Neworks credit that the Service provider’s customer purchases will be credited to the Customer Account at the time of purchase and may be shared with multiple End User Accounts.
(d) Inactive Service Provider Domain. A Service Provider Account with no active subscription and no active usage of B3Networks services over 180 days is considered an Inactive Service provider Domain. Unused B3networks credit balance in an Inactive Service provider will expire and is not refundable.
(e) Subscription. Service Provider’s customers may have to purchase subscriptions to use certain B3Networks Services. Subject to availability, the subscription can be purchased with either monthly or annual renewal option.
(f) Refund Policy. All purchases are final and non-refundable. If you believe that B3Networks has charged you in error, you must contact us within 30 days of such charge. No refunds will be given for any charges more than 30 days old. We reserve the right to issue refunds or credits at our sole discretion. An administrative fee will be levied on each refund to recover the processing cost and bank charges.
(g) Modifications To Terms of Service. B3Networks may modify this Agreement, including SLA and Data Policy, at any time by posting a revised version on the b3networks.com website or by otherwise notifying you in accordance with Section 12(e). The modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to use the B3networks services after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check the b3networks.com website regularly for modifications to this Agreement. We last modified this Agreement on the date listed at the end of this Agreement.
3. B3Networks’s Obligations
(a) Provision of B3Networks Services. B3Networks Services will be made available to paying Service Provider with the SLA, Data Policy, and standard support provided at no additional charge and/or premium support if purchased.
(b) Facilities. All facilities used to store and process Customer Data will adhere to reasonable security standards no less protective than the security standards at facilities where B3Networks stores and processes its own information of a similar type. B3Networks has implemented industry standard systems and procedures to ensure the security and confidentiality of Customer Data, protect against anticipated threats or hazards to the security or integrity of Customer Data and protect against unauthorized access to or use of Customer Data.
4. Service Provider Obligations
(a) Acceptable Use of Service. Service Providers agree not to, and not to allow Service Provider’s Customer’s End Users, to use the B3Networks Services:
(i) to violate, or encourage the violation of, the legal rights of others;
(ii) for any unlawful, invasive, infringing, defamatory or fraudulent purpose;
(iii) to intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes or other items of a destructive or deceptive nature;
(iv) to alter, interfere with or circumvent any aspect of the B3Networks Services;
(v) to test or reverse-engineer the B3Networks Services in order to find limitations, vulnerabilities or evade filtering capabilities;
(vi) to use the B3Networks Services in a manner not authorised by B3Networks;
(b) Customer Administration. Service Provider agrees that B3Networks responsibilities do not extend to the administration of the B3Networks Services for Service Provider’s Customer and that B3Networks is merely a data-processor. Service Provider’s Customer may specify one or more Administrators through the Admin Console who will have the rights to access Admin Account(s) and to administer the End User Accounts. Customer is responsible for:
(i) maintaining the confidentiality of the password and Admin Account(s);
(ii) designating those individuals who are authorized to access the Admin Account(s);
(iii) ensuring that all activities that occur in connection with the Admin Account(s) comply with the Agreement.
(c) End User Consent. Service Provider Customer’s Administrators may have the ability to access, monitor, use, or disclose data available to End Users within the End User Accounts. Customer will obtain and maintain all required consents from End Users to allow Customer’s access, monitoring, use and disclosure of this data.
(d) Customer’s Equipment. Service Provider’s Customer is solely responsible for the purchase, setup, use and operation of any equipment not provided by B3networks that may be used in association with the B3Networks Services.
(e) Service Provider’s Equipment Service Provider is solely responsible for the purchase, setup, use and operation of any equipment not provided by B3networks that may be used in association with the B3Networks Services.
(f) Unauthorized Use. Service Provider will use commercially reasonable efforts to prevent unauthorized use of the B3Networks Services and agree to notify B3Networks immediately of any unauthorized use. B3Networks cannot and will not be liable for any loss or damage arising from Service Provider’s failure to comply with this requirement. Service Provider and its customers will be solely responsible for any and all amounts charged to Customer’s account regardless of prompt notification of unauthorized use or fraudulent use, except to the extent such unauthorized use is caused by B3Networks gross negligence.
5. Billing and Payment
(a) Account Type. All Service Providers will start on prepaid accounts. Payment must be made prior to usage of B3Networks Services. Post-paid accounts may be activated at a later date if both Parties come to an agreement to accept Post-paid .
(b) Online Payment. Service Providers may make the B3Networks top up payment online using PayPal and credit cards. B3Networks will bill the PayPal or credit card provided for the applicable charges. If the payment is declined by PayPal or the credit card provider, B3Networks may immediately disable or cancel Service Provider and its customer access to the affected B3Networks Services.
(c) Manual Payment. Manual payment is due upon Service Provider receipt of the B3Networks invoice and are considered delinquent thirty days after the date of the applicable invoice.
(d) Delinquent Payments. Delinquent payments may bear interest at the rate of one-and-one-half percent per month (or the highest rate permitted by law if less) from the payment due date until paid in full.Service Provider will be responsible for all reasonable expenses (including attorneys’ fees) incurred by B3Networks in collecting such delinquent amounts except where such delinquent amounts are due to B3Networks billing inaccuracies.
(e) Stored Payment Information. Service Provider may elect to store their credit card and PayPal payment information with B3Networks and its payment gateway partner in order to use the B3Network auto top-up and auto renewal facilities. B3Networks and its payment partner will make all reasonable efforts, according to standard industry practice, to secure the Customer’s payment information.
(f) Auto Top-up. Service Provider may elect to set up and activate the automatic top-up facility. This facility will attempt to automatically top-up the B3networks credits in the Service Provider’s account using theService Provider stored payment information whenever the credit balance falls below the predetermined value.
(g) Auto-Renewal. By default, all subscriptions of B3Networks Services are on automatic renewal. This facility will attempt to automatically renew the respective subscriptions in the Service Provider Account using the Service Provider available B3Networks credit whenever the subscription date is near the expiry. Service Provider may choose to end the subscription for any purchased B3Networks Services via the Admin Console and it will cancel the automatic renewal for the respective subscription.
(h) Change of Account Currency. Subject to availability, Service Provider may request to change the currency of their B3Networks account. An administrative fee will be levied on each change request to recover the processing cost and bank charges.
(i) Unclaimed Payment. For payments received by B3Networks with no identifiable customer information, B3Networks will distribute this information to the relevant operations & business unit for the purpose of tracing the customer. If the payment remains unclaimed after 180 days, it will be converted into expired B3Networks credit. Expired B3Networks credit is not refundable.
(j) Taxes. Service Provider is responsible for any Taxes and Service Provider will pay B3Networks for the B3Networks Services without any reduction for Taxes. If B3Networks is obligated to collect or pay Taxes, the Taxes will be invoiced to the Service Provider..
(k) Billing Dispute. Service Provider will waive the rights to dispute any billed amount if the billing dispute is not submitted to B3Networks in writing within 90 days from the billing date. B3Networks will review the billing dispute and a written response with the final decision together with any required corrective measure will be provided to the Service Provider within 30 days from the receipt of the billing dispute.
6. Account Suspension
(a) Suspension for Non-Payment. For Service Provider with delinquent payment, B3Networks will automatically suspend Service Provider’s use of the B3Networks Services. The duration of this suspension will be until the Service Provider pays B3Networks all outstanding charges. If the Service Provider remains suspended for non-payment for more than sixty days, B3Networks may terminate the Service Provider account.
(b) Suspension of End User Accounts. If an End User in the Service Provider domain is in violation of the Agreement, then B3Networks may automatically suspend the applicable End User Account. The duration of any suspension by B3Networks will be until the applicable End User has cured the breach which caused the suspension.
(c) Emergency Security Issues. Notwithstanding the foregoing, if there is an Emergency Security Issue, then B3Networks may automatically suspend the offending End User Account in the Service Provider’s domain. Suspension will be to the minimum extent and of the minimum duration required to prevent or terminate the Emergency Security Issue. If B3Networks suspends an End User Account for any reason without prior notice to Service Provider, at Service Provider’s request, B3Networks will provide Service Provider the reason for the suspension as soon as is reasonably possible.
7. Representations, Warranties and Disclaimers
(a) Representations and Warranties. Each party represents that it has full power and authority to enter into the Agreement. Each party warrants that it will comply with all laws and regulations applicable to its provision, or use, of the B3Networks Services, as applicable. B3Networks warrants that it will provide the B3Networks Services in accordance with the applicable SLA and Data Policy.
(b) Disclaimers. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, NEITHER PARTY MAKES ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NON-INFRINGEMENT. B3NETWORKS MAKES NO REPRESENTATIONS ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY OR THROUGH THE B3NETWORKS SERVICES. CUSTOMER ACKNOWLEDGES THAT THE B3NETWORKS SERVICES ARE NOT CAPABLE OF PLACING EMERGENCY SERVICES CALLS.
8. Term and Termination
(a) Agreement Term. This Agreement will commence on the Effective Date and continue until the Service Provider Account is terminated.
(b) Termination for Breach. Either party may suspend performance or terminate this Agreement if:
(i) the other party is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice;
(ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days.
(c) Effects of Termination. If this Agreement terminates, then:
(i) the rights granted by one party to the other will cease immediately (except as set forth in this Section);
(ii) B3Networks will provide Service Provider access to, and the ability to export the Customer Data for a commercially reasonable period of time at B3Networks’s then-current rates for the applicable services;
(iii) after a commercially reasonable period of time, B3Networks will delete Service Provider & Its customer Data by removing pointers to it on B3Networks active servers and overwriting it over time; and
(iv) upon request each party will promptly use commercially reasonable efforts to return or destroy all other Confidential Information of the other party.
(d) Survival. The obligations of the Parties set forth in Sections 1, 5, 8, 9, 10, 11, 12 shall survive any expiration or termination of this Agreement.
9. Confidentiality
(a) Obligations. Each party will protect the other party’s Confidential Information with the same standard of care it uses to protect its own Confidential Information; and not disclose the Confidential Information, except to affiliates, employees and agents who need to know it and who have agreed in writing to keep it confidential. Each party (and any affiliates’ employees and agents to whom it has disclosed Confidential Information) may use Confidential Information only to exercise rights and fulfill its obligations under this Agreement, while using reasonable care to protect it. Each party is responsible for any actions of its affiliates’ employees and agents in violation of this Section.
(b) Exceptions. Confidential Information does not include information that:
(i) the recipient of the Confidential Information already knew;
(ii) becomes public through no fault of the recipient;
(iii) was independently developed by the recipient;
(iv) was rightfully given to the recipient by another party.
(c) Required Disclosure. Each party may disclose the other party’s Confidential Information when required by law but only after it, if legally permissible: uses commercially reasonable efforts to notify the other party; and gives the other party the chance to challenge the disclosure.
10. Intellectual Property Rights; Brand Assets
(a) Intellectual Property Rights. “Intellectual Property Rights” means current and future worldwide rights under patent law, copyright law, trade secret law, trademark law, moral rights law, and other similar rights. Except as expressly set forth herein, this Agreement does not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property. As between the parties, Customer owns all Intellectual Property Rights in Customer Data, and B3Networks owns all Intellectual Property Rights in the B3Networks Services.
(b) Display of Brand Assets. B3Networks may display those Customer Brand Assets authorized by Service Provider (such authorization is provided by Service Provider uploading its Brand Assets into the B3Networks Services) within designated areas of the Service Pages. Neither party may display or use the other party’s Brand Assets beyond what is allowed in this Agreement without the other party’s prior written consent.
(c) Brand Assets Limitation. Any use of a party’s Brand Assets will inure to the benefit of the party holding Intellectual Property Rights in those Brand Assets. A party may revoke the other party’s right to use its Brand Assets pursuant to this Agreement with written notice to the other party and a reasonable period to stop the use.
(d) Publicity. Subject to Section 10(c), Customer agrees that B3Networks may include Service Provider’s name or Brand Assets in a list of B3Networks customers, online or in promotional materials. Service Provider also agrees that B3Networks may verbally reference Service Provider as a customer of the B3Networks Services that are the subject of this Agreement.
(e) Suggestions. Partner agrees that B3Networks shall have a royalty-free, worldwide, perpetual license to use or incorporate into the Service any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Partner relating to the Service.
11. Indemnity and Limitation of Liability
(a) Indemnity By Service Provider. The Service Provider agrees to indemnify, defend, and hold harmless B3Networks from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim regarding Service Provider & its Customer Data or regarding Service Provider’s use of the B3Networks Services in violation of this Agreement.
(b) Equity Relief. Service Provider acknowledges that any breach of its obligations with respect to B3Networks Intellectual Property rights may cause B3Networks irreparable injury for which there are no adequate remedies at law, in which case B3Networks shall be entitled to equitable relief in addition to all other remedies available to it.
(c) Exclusion of Consequential and Related Damages. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY HEREUNDER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING ANY DAMAGES FOR LOSS OF USE, LOSS OF BUSINESS, OR LOSS OF PROFITS OR REVENUE, UNDER ANY THEORY OF LAW AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OR SUCH DAMAGE.
(d) Limitation on Amount of Liability. NEITHER PARTY’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE AMOUNT PAID BY SERVICE PROVIDER HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY SERVICE PROVIDER HEREUNDER. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. HOWEVER, THE ABOVE LIMITATIONS WILL NOT LIMIT SERVICE PROVIDER’S PAYMENT OBLIGATIONS UNDER SECTION 5.
12. General
(a) Assignment. Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement, whether by operation of law or otherwise, to any third party without the other party’s prior written consent. This Agreement will bind and insure to the benefit of the parties’ successors and permitted assignees.
(b) Force Majeure. If the performance of this Agreement or any obligation (other than payment obligations), is prevented or restricted by any condition beyond the reasonable control of the affected party, the party so affected, upon giving prompt notice to the other party, will be excused from such performance to the extent of such condition.
(c) Governing Law. This Agreement will be governed by and construed according to the law of the Republic of Singapore. The state courts located in Singapore shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts.
(d) No Agency. The parties are independent contractors, and this Agreement does not create an agency, partnership or joint venture.
(e) Notices. Unless specified otherwise herein, all notices must be in writing and addressed to the attention of the other party’s legal department and primary point of contact and must be delivered by email, text messages, personal delivery, facsimile or recognized overnight courier. Notices shall be deemed given upon delivery.
(f) Severability. If any provision of this Agreement is adjudged invalid or unenforceable, the remaining provisions will continue in full force and effect, and the parties agree to replace the affected provision with a valid provision that most closely approximates its intent and economic effect.
(g) No Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
(h) Entire Agreement. This Agreement, and all documents referenced herein, is the parties’ entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject.
(i) Interpretation of Conflicting Terms. If there is a conflict between the documents that make up this Agreement, the order of precedence shall be: (1) Service Provider Agreement, (2) the Agreement, and (3) the terms located at any URL.
(j) Counterparts. The parties may enter into this Agreement in counterparts, including facsimile, PDF or other electronic copies, which taken together will constitute one instrument.