Terms and Conditions

Z.com Master Service Agreement

1. Acceptance and Effective Date

GMO Z.com Pte. Ltd. is a limited liability company incorporated under the laws of the Republic of Singapore (hereinafter referred to as the “Z.com”) providing online services including domain name registration, hosting services, SSL certificates service and application creation service.

PLEASE READ THIS MASTER SERVICE AGREEMENT CAREFULLY.
This Master Service Agreement (hereinafter referred to as the "Agreement" or "MSA") is entered into by and between Z.com and you, and sets out the terms and conditions on which you may use products and services (hereinafter referred to as the "Services") from Z.com.
Upon clicking a box indicating "Acceptance", submitting a relevant Order for any of the Services, and/or using any of the Services, you hereby enter into this Agreement and indicate your acceptance to be bound by the Terms of this Agreement. Upon your acceptance, you confirm that you have read this Agreement, and all terms and conditions of this Agreement shall govern your purchase and use of the Services provided by Z.com, and all other matters in connection therewith.

  • 1.1.

    This Agreement shall be effective from the date of your entry into this Agreement in accordance with Clause 1.3 above. It shall be binding upon the Parties hereto and their respective successors, legal representatives, permitted assigns and sub-contractors. For any further information on our services, you may contact us via:
    E-mail: info@ph.cloud.z.com

Definitions

"We", "us" or "our" means Z.com;

"You", "your", "user" or "customer" means any individual or entity who accepts this Agreement, creates an account in accordance with Clause 6 of this Agreement, has access to an account, and/or uses the Services. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits;

  • 1.2.

    "Party" means Z.com or the Customer, which shall collectively be known as the "Parties";

    "Business day" means every official working day other than Saturday, Sunday or any official holiday in Singapore;

    "Confidential Information" means any and all confidential or proprietary information or materials or data which have been or are hereafter disclosed or made available by one party (the "Disclosing Party") to the other (the "Receiving Party") in connection with this Agreement and/or Order(s), whether provided in any form or media, including without limitation: all trade secrets; existing or contemplated products, services, designs, technology, processes, technical data, engineering techniques, methodologies and concepts and any related information;

    information relating to business plans, sales or marketing methods and customer lists or requirements; and customer-specific terms or pricing set forth in this Agreement and/or any Order;

    "Content" means all content, data, video, templates or information in any form that is uploaded through the use of Z.com Services by the customer, including any such Content that is incorporated into the Z.com Services from third parties at the direction of the customer;

    "Deliverables" means any tangible and intangible materials including a document, software, development work or design that are prepared and provided by Z.com or its subcontractors in the course of performing the Services;

    "Z.com Property" means all Intellectual Property used or developed by Z.com to provide the Services, including without limitation the text, software, source code, APIs, photos, sounds, music, videos and interactive features and the trademarks, service marks and logos contained therein;

    "Intellectual Property" means any and all inventions, patent applications, patents, design, copyrights, trademarks, service marks, trade names, domain name, mask work, know-how and other trade secret, and all other intellectual property, derivatives thereof, and forms of protection of a similar nature anywhere in the world (whether registered or unregistered and including the right to register such intellectual property) that are, in each case, protected under the laws of any governmental authority having jurisdiction;

  • 1.3.

    "Personal Data" means data, whether true or not, about an individual (being a natural person) who can be identified:
    (a) from that data; or
    (b) from that data and other information to which the Company has or is likely to have access;

  • 1.4.

    "Customer Data" means, in relation to a Customer, all Personal Data of the Customer obtained by the Company in anyway, including but not limited to such Personal Data of the Customer obtained as a result of or in connection with the Customer's setting up of an account in accordance with Clause 6 of this Agreement and/or the Customer's use of any of the Services provided by the Company;

    "Order" or "Service Order" means the Z.com Domain Name Registration Service Order, Z.com Hosting Service Order, Z.com SSL Service Order and/or Z.com MyStoreApp Service Order which are integral parts of this Agreement;

  • 1.5.

    "Z.com Pre-Pay Terms" means the Z.com Pre-Pay Terms and Conditions that govern the Z.com Pre-Pay stored value service provided by the Company for the payment of fees for goods and services provided by the Company;

  • 1.6.

    "Policy" means the Z.com Data Protection Policy set out at the link below, as may be amended and/or updated from time to time; https://domain.z.com/ph/privacy/

  • 1.7.

    Any reference to 'include' or 'including' shall be deemed to be followed by 'without limitation' or 'but not limited to', whether or not they are followed by such phrases or words of like import;

  • 1.8.

    Unless the context otherwise requires, words (including words defined in this Agreement) denoting the singular number only shall include the plural and vice versa, words denoting natural persons shall include bodies corporate (except for references to Personal Data), and reference to a particular gender shall include all genders.

  • 1.9.

    The headings to the clauses and paragraphs are for convenience only and shall not affect the interpretation or construction of this Agreement;

  • 1.10.

    Unless the context otherwise requires, references herein to "Clause" or "Clauses" are references to the clause or clauses of this Agreement;

Warranties and Representations

If you are an individual and are entering into this Agreement on behalf of an entity, you represent and warrant that you have the authority to bind such entity to all of the terms and conditions of this Agreement.

Z.com represents and warrants that (i) it either owns fully and outright or otherwise possesses and has obtained all rights, approvals, licenses, consents and permissions as are necessary to perform its obligations hereunder, exercise its rights hereunder and to grant the licenses granted by it under this Agreement and (ii) the Z.com Services, as used by the customer in accordance with this Agreement, does not, and shall not, infringe, violate or misappropriate any third party's rights.

The customer represents and warrants that (i) it either owns fully and outright or otherwise possesses and has obtained all rights, approvals, licenses, consents and permissions as are necessary to perform its obligations hereunder, exercise its rights hereunder and to grant the licenses granted by it under this Agreement and (ii) the Content used in connection with the Z.com Services, as enabled by the customer, directly or indirectly, does not, and shall not, infringe, violate or misappropriate any third party's rights.

Each party represents and warrants that it has the legal power and authority to enter into this Agreement.

Provision of Services and Orders

This Agreement shall apply each time a Customer engages Z.com to provide Services and shall govern the provision of any and all Z.com Services to the Customer. Services do not include any Third Party Products or Services that may be purchased by the Customer from a third party or procured for the Customer by Z.com, including without limitation extended warranties on Third Party Products offered by the manufacturer thereof.

  • 1.11.

    You may enter into Order(s) with us which describe each Service you may use. You can access and enter into the Z.com Domain Name Registration Service Order at https://domain.z.com/ph/ Z.com Hosting Service Order at https://cloud.z.com/ph/, Z.com SSL Service Order at https://ssl.z.com/ph/ and Z.com MyStoreApp Service Order at https://storeapp.z.com/ph/

    The Service Order and its Terms shall be an integral part of this Agreement. In the event of any inconsistency between this Agreement and any Order, the terms of the Order shall take precedence over this Agreement, to the extent of the inconsistency.

    We may provide you with the Services in accordance with this Agreement and the terms of an Order or Orders you have made. We have no obligation to provide any Services requested by you until the due execution of an Order with respect to those Services.

    Subject to the terms and conditions of this Agreement, Orders and our other policies and procedures, we shall use commercially reasonable efforts to attempt to provide the Services.

Maintenance Services

During the Term of any of the Services provided by Z.com, Z.com will perform the repair or maintenance services at its own costs unless otherwise agreed between the parties.

If a damage to the Services is as a result of misuse or abuse of the system or component (such as, but not limited to, use of incompatible devices or accessories, or failure to follow operating instructions) by the customer, the costs of the repair and/or maintenance services shall be borne by the customer.

Account

In order to use the Services, the customer needs to create an Account at the Z.com website:
https://domain.z.com/ph/signin/ by its username(s) and password(s) (hereinafter referred to as "Credentials". An "Account" is a single point of entry through which the customer can access and use the Z.com Services. The customer is solely responsible for all activities carried out in relation to the customer's Account(s), whether authorized by the customer or not, and Z.com shall have the right, without further inquiry, to rely on the provision of the customer's Credentials as sufficient to authenticate the customer's use of the Service(s) and the operation of his/her Account(s). The customer must notify Z.com immediately of any breach of security or unauthorized access and/or use of its Account. Z.com will not be liable for any losses, damages or liabilities that the customer may incur due to any unauthorized use of his/her Account.

Accounts can be created by persons 18 years of age or older. If you are less than 18 years of age and wish to use any of the Services, your parent(s) or guardian(s) must complete the registration process, open an Account in their name(s) and accept full responsibility for all obligations under this Agreement. The registered user of an Account may use the Account or may choose instead to permit a minor child, of which the registered user is a parent or guardian, to use the Account. You are liable for all activities conducted through your Account, and parents or guardians are liable for all activities of their minor child conducted through the Account.

You agree to provide true, accurate, current and complete information about yourself when you create your Account (hereinafter referred to as the "Account Information") and maintain and promptly update the Account Information to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Z.com has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Z.com has the right to suspend or terminate your Account and refuse any and all current or future use of the Service.

  • 1.12.

    The Account shall be terminated upon the termination of this Agreement in accordance with Clause 11.

Customer's Obligations

The customer acknowledges and agrees that its use of the Services, including any content it has submitted, will comply with this Agreement, the Orders, the Z.com Pre-Pay Terms, the Policy and all other policies of the Company and all applicable laws and regulations.

The customer covenants that it shall not use the Services in a manner (as determined by Z.com in its sole and absolute discretion) that:

  • is illegal, or promotes or encourages illegal activity;
  • promotes, encourages or engages in child pornography or the exploitation of children;
  • promotes, encourages or engages in terrorism, violence against people, animals, or property;
  • promotes, encourages or engages in any spam or other unsolicited bulk email, or computer or network hacking or cracking;
  • infringes on the intellectual property rights of Z.com, another User or any other person or entity;
  • violates the rights of Z.com, another User or any other person or entity, or breaches any duty of confidentiality that you owe to Z.com, another User or any other person or entity;
  • interferes with the operation of the Services;
  • contains or installs any viruses, worms, bugs, Trojan horses or other code, files or programs designed to, or capable of, disrupting, damaging or limiting the functionality of any software or hardware;
  • contains false or deceptive language, or unsubstantiated or comparative claims, regarding Z.com or the Services; or
  • send commercial advertising and/or bulk emails or faxes without the recipient's prior consent to receive messages from you.

The customer shall not copy or distribute any part of the Services or Z.com Property without Z.com's expresses prior written consent, which may be withdrawn at any time at the sole discretion of Z.com in writing or otherwise. Written consent of the parties may be given by email or fax or attachment to an email, or by other means.

The customer shall not re-sell or provide the Services, including any of Z.com's related technologies, without Z.com's express prior written consent, which may be withdrawn at any time at the sole discretion of Z.com in writing or otherwise.

The customer shall not modify or alter any part of the Services or any of its related technologies.

The customer shall not access Z.com Property or the customer's content, whether posted or published or submitted through the customer's Account or otherwise ("User Content"), through any technology or means other than through the Services, or as Z.com may designate.

The customer agrees to back-up all of its User Content so that the customer can access and use it when needed. Z.com does not warrant that it backs-up any Account or User Content, and the customer agrees to assume the risk of the loss of any and all of its User Content.

  • 1.13.

    The customer agrees that Z.com may from time-to-time contact him or her about his or her Account via telephone, email or otherwise. for the purposes of any and all such contact(s), the customer hereby consents to allow Z.com, in its sole discretion, to record the entirety of such contact, regardless of whether the customer has been informed, in each particular instance of contact, of the Company's intention to record such contact.

  • 1.14.

    The recording of any such contact as referred to in Clause 7.8 above shall be used for any of the following purposes:

    • (a)to ascertain any discrepancies, errors or other issues pertaining to or arising out of the use or operation of the Account and/or any transactions carried out thereunder;
    • (b)monitoring such contact for evaluative purposes, including but not limited to quality assurance, employee training and performance evaluation; or
    • (c)to take into account and follow up on any feedback or issues raised by the Customer in connection with the provision of the Services by the Company, the use of the Account and/or any transactions carried out on the Account

Subject to the provisions of the PDPA, the recording of such contact will be used for:

  • (a)verifying your identity;
  • (b)providing any of the Services to you;
  • (c)carrying out any of Z.com's obligations under the MSA, Pre-Pay Terms and/or relevant Orders;
  • (d)monitoring our interactions between you for the purposes of customer service quality controls, employee training and performance evaluation;
  • (e)responding to your enquiries, feedback or comments;
  • (f)conducting any market research and/or analysis;
  • (g)carrying out any surveys;
  • (h)reviewing our internal processes and policies with a view to improving upon such processes and policies;
  • (i)opening and maintaining an Account or Z.com Pre-Pay account;
  • (j)authenticating the operation of an Account or Z.com Pre-Pay account, and any transactions carried out thereon as emanating from a registered or authorised user of Z.com's Services;
  • (k)investigating any suspected instances of fraud, forgery, unauthorised access or use pertaining to or arising out of the provision of Services by Z.com, the operation of any Account or Z.com Pre-Pay account or any transaction entered into;
  • (l)monitoring the transactions carried out for any suspected money-laundering, terrorism financing activities and/or other related risks;
  • (m)meeting any legal, regulatory or compliance obligations on the part of Z.com, including such disclosures to the relevant government agency or regulatory authority as the case may be;
  • (n)the conduct or defence of any legal proceedings, claims or actions, including but not limited to the procurement of legal advice, drafting of documents and facilitation of dispute resolution, and the enforcement of our rights and/or performance of our obligations in relation thereto;
  • (o)marketing our Services;
  • (p)providing you with information on promotions or rewards;
  • (q)any other purpose permitted by any relevant law, regulation, notice or government authority; and
  • (r)any other purposes arising out of or connected to the abovementioned purposes.

(i) The customer further acknowledges and agrees that, to the extent permitted by applicable Laws, any such recording(s) may be submitted as evidence in any legal proceeding in which Z.com is a party.

If the customer posts or publishes or submits any of its User Content through or to the Services, the customer represents and warrants to Z.com that:The customer has all necessary rights to post or publish or submit its User Content through or to the Services; Its User Content does not violate the rights of any third party.

Z.com's obligations

Z.com agrees to (a) make the Services available to the customer in accordance with this Agreement, including any current Order; and (b) perform any other obligations expressly identified in any current Order.

Fees and Payments

The customer shall pay Z.com the fees set forth, from time to time, in this Agreement and/or the relevant Order (the "Fees").

  • 1.15.

    The customer shall make its payment in accordance with the "Payment Methods" set forth in this Agreement and/or the relevant Order.

    The Payment Methods are payment by valid credit card, bank transfer, online payment such as "Paypal", deposit payment "Z.com Pre-Pay", or in cash.

  • 1.16.

    Payment of Fees shall be made, without set-off, by the due date as specified in this Agreement or the relevant Order.

  • 1.17.

    The Customer shall be responsible for and shall pay any applicable bank charges or any other charges arising out of the payment transaction and/or transfer of funds.

    The Customer shall be further responsible for and shall pay any applicable taxes or duties, tariffs or the like applicable to the Customer's Order (except for taxes on Z.com's income). All payments shall be made without deduction for withholding taxes.

    If Z.com pursues collection efforts against the Customer due to the Customer's failure to pay fees on the date that such fees fall due under this Agreement and/or the relevant Order, the Customer shall pay Z.com's reasonable costs of collection, including any attorneys' fees relating thereto.

    To the extent permitted by applicable laws, the fees payable under this Agreement and/or Order are non-refundable and non-cancelable, even if the customer's use of the Services are suspended, terminated, or transferred prior to the end of the Term.

    Z.com may, in its sole and absolute discretion, change or modify the fees at any time, and such changes or modifications shall be effective immediately upon posting to its website.

  • 1.18.

    If a Customer has purchased or obtained the provision of Services by the Company over a period of time (a "Term"), such changes or modifications in prices and fees shall take effect upon renewal of the Term.

2. Term

Unless terminated in accordance with the provisions of this Agreement, this Agreement shall commence from the date set out in Clause 1.4 and shall remain in effect for as long as there shall remain in effect an Order entered into between you and the Company or for as long as you shall remain a registered user of an Account with the Company, whichever is longer.

Termination

Either Z.com or the customer may terminate this Agreement or any Order, with or without cause, by giving at least ten (10) business Days prior written notice to the other party, unless provided otherwise in the relevant Order.

Without prejudice to any other rights of Z.com under this Agreement or any other applicable laws, Z.com may immediately, in its sole and absolute discretion, suspend the performance of its obligations or provision of Services under this Agreement or any Order (including the removal and/or destruction of any User Content) and/or may terminate this Agreement or any Order, at any time and without prior notice if:
you fail to pay any of the Fees to Z.com by the due date as specified in this Agreement or any relevant Order;
you materially breach any provision of this Agreement or any relevant Order;
(a) you materially breach any provision of the Z.com Pre-Pay Terms or the Policy;
you suffer an Insolvency Event, being such an event where:

  • (i)you are or have become unable to pay your debts as and when they fall due;
  • (ii)you enter into any arrangement or composition with or for the benefit of your creditors;
  • (iii)any insolvency proceedings have been commenced against you, whether voluntary or involuntary, and where involuntary, the proceedings have not been dismissed within 30 days;
  • (iv)in the case of a corporation, a resolution has been passed for the winding-up, judicial management, scheme of arrangement, or any other insolvency or rehabilitative proceedings in relation to the corporation; or
  • (v)in the case of a corporation, a resolution has been passed for the appointment of an administrator, provisional liquidator, receiver or similar official over the assets of the corporation

your use of the Services are deemed by Z.com to be inappropriate; you are abusive or threatening towards, or harass Z.com and/or any of Z.com's employees; Notwithstanding the terms of this Agreement or any other Order, policies or terms and conditions between Z.com and you, Z.com expressly reserves the right to deny, cancel, terminate, suspend, lock, or modify access to (or control of) any Account or Services (including the right to cancel or transfer any domain name registration) for any reason whatsoever, including but not limited to the following:

  • To correct mistakes made by Z.com in offering or delivering any Services (including any domain name registration);
  • To protect the integrity and stability of, and correct mistakes made by, any domain name registry;
  • To assist with our fraud and abuse detection and prevention efforts;
  • To comply with court orders against you and/or your domain name or website and any applicable Laws;
  • To comply with requests by any law enforcement body, including subpoena requests;
  • To comply with any dispute resolution process;
  • To defend any legal action or threatened legal action, regardless of whether such legal action or threatened legal action is eventually determined to be with or without merit; or
  • To avoid any civil or criminal liability which might concern Z.com, its officers, directors, employees, agents and/or affiliates, including, but not limited to, instances where you have sued or threatened to sue us.

Consequences of Termination

If this Agreement is terminated, the customer shall pay Z.com the amounts specified in each Order relating to Service(s) performed by Z.com up to and including the date of termination, as well as any additional costs or expenses which Z.com has reasonably incurred in connection with the provision of such Services. We may invoice for all fees and any other amounts payable to us. You must pay those fees and amounts within three (3) Business days after the date of the termination.

Upon termination of this Agreement or any relevant Oder, all property of each party in possession of the other party relating to the relevant Service(s) (the provision of which has been terminated) shall be promptly returned, including, without limitation, any Deliverables provided to Customer by Z.com under the Agreement or any relevant Order(s) that have not yet been fully paid for by the Customer. The customer shall also promptly return or destroy (as determined by Z.com in its sole and absolute discretion) all Confidential Information, (including all copies), held by it, its personnel or otherwise under its control.

Notwithstanding the termination of the Agreement and/or any relevant Order, Clauses 3, 7, 9, 12, 13, 14, 15, 16, 17, 18, 19, 20, 22, 23, 25 and 26 shall survive and continue to be legally binding between the parties after the date of termination.

Intellectual Property

The Customer owns and retains all worldwide right, title, and interest in and to all of his Intellectual Property. Except as expressly set forth herein, nothing in this Agreement conveys any right, title, or interest in or to the Customer's Intellectual Property to Z.com.

Z.com owns and retains all worldwide right, title and interest in and to all its Intellectual Property including without limitation the text, software, source code, APIs, photos, sounds, music, videos and interactive features and the trademarks, service marks and logos contained therein ("Z.com Property"). To the extent that any Z.com Property is included in a deliverable provided to Customer as part of any Services, Z.com hereby grants to Customer a non-exclusive, non-transferable, worldwide right and license to internally use such Z.com Property solely in relation to the related Services. Except as expressly set forth herein, nothing in this Agreement conveys any right, title, or interest in or to the Z.com Property to the Customer or any other third party. Z.com shall own all worldwide right, title, and interest in and to all Deliverables delivered to Customer (including, without limitation, all related Intellectual Property) from the time that it is created, authored, invented, discovered, or first reduced to material form or practice.

Z.com shall retain all intellectual property rights with respect to the processes, tools and software related to the Services. Any use by the Customer, including the execution, reverse engineering, decompilation, reproduction, modification, distribution, transmission, republication, display, transfer or performance, except as specifically permitted by Z.com during the Term of Services, is prohibited. We provide Z.com Property to you "as is", "as available" and "with all faults" for your information and personal, non-commercial use only and such Z.com Property may not be copied, reproduced, distributed, transmitted, broadcast, sold, licensed, or otherwise exploited for any purposes whatsoever without the express prior written consent of Z.com. Except as provided in this Agreement or Order, we may not grant you any rights in relation to any Z.com Property.

Except as otherwise specifically agreed to in this Agreement, Z.com shall retain exclusive ownership in all of its Deliverables. Subject to payment in full for the applicable Services, Z.com grants the Customer a non-exclusive, non-transferable, royalty-free right to use the Deliverables solely for the Customer's internal and personal use. The Customer agrees to take all reasonable steps to protect Deliverables under this Agreement, and any related documentation, from unauthorised copying or use. The Customer further agrees not to modify, disassemble or decompile any such Deliverables in order to discover the trade secrets contained in the source code or for any other reason.

You hereby irrevocably acknowledge that this Agreement is not a sale, conveyance or transfer, and does not convey, transfer or assign to you any rights of ownership in or related to the Services, any technology developed by Z.com, the Z.com Property or any other Intellectual Property Rights owned by Z.com.

Confidentiality

  • 2.1.

    In the performance of the Services, the Customer and Z.com may have access to or be exposed to Confidential Information of the other party. Confidential Information may not be shared with third parties unless such disclosure is to personnel of Z.com or the Customer, including employees, agents, consultants, and subcontractors ("Personnel") on a "need-to-know" basis and in connection with the performance of this Agreement, provided that such personnel has agreed in writing to be bound by terms at least as restrictive as those contained in this Agreement, with respect to the handling and treatment of Confidential Information.

  • 2.2.

    In pursuance of Clause 14.1 above, the Personnel shall execute a confidentiality agreement in the form reasonably required by the party whose Confidential Information is disclosed.
    The Receiving party agrees to take the necessary precautions to maintain the confidentiality of the Confidential Information of the Disclosing Party by using at least the same degree of care as the Receiving party employs with respect to its own Confidential Information of a like kind and nature, but in every case no less than the commercially reasonable standard of care to maintain such confidentiality. The Parties ensure that the Confidential Information is secured with the reasonable level of security. The Receiving Party agrees that it will hold in confidence the Confidential Information disclosed by the Disclosing Party. The Parties shall not use Confidential Information for any purpose other than the performance of this Agreement or the Customer's use of the Services. Each party shall also be liable for all breaches of these obligations by its employees and contractors.

  • 2.3.

    The obligations of the Receiving Party under this Clause will not apply to information of the Disclosing Party if such information:
    (a) was in the possession of the Receiving Party at the time of disclosure without any restrictions as to confidentiality of such information;
    (b) was generally available to the public at the time of disclosure or became generally available to the public after disclosure through no breach of this Agreement or other wrongful act by the Receiving Party;
    was rightfully received by the Receiving Party from a third party without restriction on disclosure; oris independently developed by the Receiving Party without use of or reference to the Confidential Information

  • 2.4.

    The Receiving Party may disclose Confidential Information to the extent required to comply with the applicable laws or binding orders of governmental entities that have jurisdiction over it, provided that, to the extent legally permitted, the Receiving Party :
    (a) gives the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or other appropriate remedy;
    discloses only such Confidential Information as is required by the governmental entity; and uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information disclosed.

    Upon the written request of the Disclosing Party, made by email, fax or other similar means, the Receiving Party shall promptly return or destroy the Confidential Information, including all copies thereof (certifying the fact of such destruction to the Disclosing Party).

    The parties acknowledge and agree that any breach of the obligations of this Clause 14 may cause the non-breaching party irreparable harm for which an adequate remedy at law may not be available and that, therefore, the non-breaching party shall be entitled to seek injunctive relief, in addition to all other remedies available at law.

    Each party shall promptly notify the other party upon discovery of any unauthorised use or disclosure of Confidential Information and will cooperate with the other party in every reasonable way to help regain possession of such Confidential Information and prevent any further unauthorised use.

    The obligations with respect to Confidential Information shall continue for five (5) years from the date of termination of this Agreement.

Indemnification

  • 2.5.

    Each party (the "Indemnifying Party"), at its own expense, agrees to protect, defend, indemnify and hold harmless the other party (the "Indemnified Party") and such other party's officers, employees, directors, agents, affiliates, subsidiaries, successors and assigns from and against any and all claims, demands, damages, liabilities, losses, government fines, costs and expenses (including, without limitation, reasonable attorney's fees and litigation expenses) (individually, a "Claim") imposed upon or incurred by the Indemnified Party directly or indirectly arising from the Indemnifying Party's:

    Use of the Services; violation of any provision of this Agreement or Order which are incorporated herein; and/or violation of any third-party right, including without limitation any intellectual property or other proprietary right.
    (a) The indemnification obligations in this Clause are conditioned upon: written notice by the indemnified party, made by email or fax or other means to the indemnifying party within 30 days of the indemnified party's receipt of any Claim for which indemnification is sought; counsel for the indemnified party being reasonably acceptable to the indemnifying party, such acceptance by the Indemnifying Party not to be unreasonably withheld;

    Approval by the indemnifying party of any settlement of the Claim for which indemnification is sought by the Indemnified Party; and such reasonable cooperation by the indemnified party in the defense of the Claim as the indemnifying party may request. Notwithstanding anything to the contrary contained herein, the indemnifying party shall not, without the prior written consent of the indemnified party, settle, compromise or consent to the entry of any judgment with respect to any pending or threatened Claim unless the settlement, compromise or consent provides for and includes an express, unconditional release of such Claim against the indemnified party.

  • 2.6.

    If Z.com receives notice of a claim that, in its reasonable opinion, is likely to result in an adverse ruling, then Z.com may in its sole discretion:

    • (a)obtain a right for Customer to continue using such Service or Deliverable; modify such Service or Deliverable to make it non-infringing; replace such Service or Deliverable with a non-infringing equivalent; or
    • (b)terminate the use of such Service or Deliverable by the Customer and thereafter refund any fees paid by the Customer for the allegedly infringing Service that has not been provided by Z.com, or provide a reasonable refund in relation to the allegedly infringing Deliverable (taking into account the depreciation of such Deliverable).

    Notwithstanding the foregoing, Z.com shall have no obligation under this Clause for any claim resulting or arising from:

    • (a)any unauthorised modification or alteration of the Services or Deliverables by the Customer;
    • (b)any modification or alteration of the Services or Deliverables not carried out by or on behalf of Z.com;
    • (c)any operation, combination or use of the Service or Deliverable in connection with any other third-party product or service; or
    • (d)any action undertaken by Z.com in compliance with the Customer's written specifications or directions, including but not limited to the incorporation or use of any software or other materials or process provided by or requested by the Customer.
  • 2.7.

    Each Customer shall defend, indemnify and hold Z.com harmless from any Claim, including any third-party claim or action arising out of:

    • (a)the failure of the Customer to obtain the appropriate license(s), Intellectual Property right(s), or any other permission(s), regulatory certificates(s) or approval(s) associated with the Content and/or any technology, software or other component provided by the Customer, or requested by the Customer to be installed or integrated as part of the Services;
    • (b)any inaccurate representations by the Customer regarding the existence and/or validity of a license, Intellectual Property right, regulatory certificate, approval and/or permission ; or

    Any allegation made against Z.com due to the Customer's violation or alleged violation of any applicable law, regulation, notice and/or order.

3.Personal Data

  • 3.1.

    Each Customer hereby affirmatively agrees, consents to and authorizes the retrieval, collection, use, disclosure and/or retention, by and on behalf of the Company, of any Customer Data in accordance with this Agreement and the Policy.

  • 3.2.

    In addition to Clause 16.1 above, a Customer may agree, consent to or authorise the collection, use, disclosure and/or retention of Customer Data by the Company for any purpose(s) as requested by the Company, by any form of writing or by the acceptance by the Customer of this Agreement, any relevant Order, or any other agreement and/or terms and conditions of the Company which refer to such consent or authority.

  • 3.3.

    Each Customer hereby affirmatively agrees, consents to and authorizes the disclosure of Customer Data to third party agents of the Company (including the transfer out of Singapore if so required), in accordance with the Policy.

  • 3.4.

    Each Customer hereby represents, warrants and undertakes to the Company that in the event that any Personal Data of a third-party is provided to the Company, the Customer has obtained the expressed, written consent of such third-party to the retrieval, collection, use, disclosure and retention by and on behalf of the Company, of such Personal Data of the third-party in accordance with this Agreement and the Policy.

  • 3.5.

    The consent given by each Customer in accordance with this Agreement shall also constitute consent of the Customer for the purposes of the Spam Control Act (Cap 311A) or any other applicable legislation

  • 3.6.

    Each Customer hereby further consents to the sending of SMS notifications by the Company and/or other forms of contact in connection with the provision of the Services, subject to the Do Not Call Registry provisions under Part IX of the Personal Data Protection Act 2012 (No. 26 of 2012).

  • 3.7.

    A Customer may, in accordance with the Policy, withdraw consent given under this Agreement.

Data Security and Protection of customer Information

Z.com will maintain reasonable administrative, physical, and technical safeguards for the protection of the security, confidentiality and integrity of Customer Data and Content (collectively known as "Customer Information") which is owned and/or controlled by the Customer. Z.com will not modify Customer Information or access Customer Information except to provide the Services and prevent or address service or technical problems, or at the Customer's request in connection with the provision of Customer support.

Z.com shall, where reasonably practicable, promptly notify a Customer of any loss, misuse, or unauthorized acquisition of his/her Customer Information, provided that such obligation on the part of Z.com shall only arise where Z.com has had notice of such an event.

Despite Clause 17.1 above, the Customer hereby warrants, agrees and undertakes that it is solely responsible for taking appropriate and/or necessary measures to secure, back -up and protect its computing device(s) and Customer Information, including but not limited to any computer programs, applications, data and/or files in connection therewith. The Customer further acknowledges that customer Information may be altered or damaged in the course of providing technical services, whether on-site, via remote connection or otherwise.

Limitation of Liabilities

IN NO EVENT SHALL Z.COM, Z.COM'S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND/OR ANY THIRD PARTY SERVICE PROVIDERS, BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSSES OR LIABILITIES WHICH IS/ARE SUFFERED OR INCURRED IN CONNECTION WITH OR RELATING TO THIS AGREEMENT (INCLUDING AN ORDER) OR OTHERWISE ARISING OUT OF THE RELATIONSHIP BETWEEN YOU AND US, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE PRINCIPLE, AND WHETHER OR NOT WE WERE AWARE OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGE , LOSS OR LIABILITY.

YOU HEREBY ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE DATE UPON WHICH THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.

YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY ANY APPLICABLE LAWS, OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ANY AND ALL LOSSES SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID TO US BY YOU UNDER THE APPLICABLE ORDER(S) IN THE 12 MONTHS PRIOR TO THE LAST OCCURRENCE OF SUCH LOSS (LESS ANY OTHER CLAIMS PAID BY US IN CONNECTION WITH OR RELATING TO THAT ORDER IN THAT PERIOD.)

YOU FURTHER ACKNOWLEDGE THAT SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. Z.COM IS NOT RESPONSIBLE FOR DELAYS, DELIVERY FAILURES, OR OTHER SHORTCOMINGS IN THE PROVISION OF SERVICES RESULTING FROM SUCH PROBLEMS.

Disclaimer

TO THE EXTENT PERMITTED BY APPLICABLE LAWS, WE, OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD PARTY SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Parties' relationship and Assignment

The parties are independent contractors. Neither party shall have any rights, power or authority to act or create any obligation, express or implied, on behalf of another party, except as specified in this Agreement. Z.com has the right to assign, subcontract or delegate this Agreement, or any rights, duties, obligations or liabilities under this Agreement, in whole or in part, by operation of law or otherwise, provided that Z.com shall remain responsible for the performance of Services under this Agreement. You may not novate, assign or sub-contract your rights or obligations under this Agreement or Order, in whole or in part, without prior written consent of Z.com, which may be given or withheld at Z.com's sole discretion.

Modification

  • 3.8.

    Z.com may, in its sole and absolute discretion, change or modify this Agreement, any relevant Order, the Policy, the Z.com Pre-Pay Terms and/or any policies or agreements in connection therewith (the "Agreements"), at any time, and such changes or modifications shall be effective immediately upon posting to Z.com's website or upon notice to the Customer.

  • 3.9.

    Your use or continued use of any of the Services after such change(s) or modification(s) have been made to any of the Agreements shall constitute your acceptance of the Agreements with all such change(s) or modification(s) made up to the date on which the Service was used or continue to be used by you.

    If at any time you do not agree to be bound or continue to be bound by any of the Agreements with such change(s) or modification(s) made, you shall cease your use of the Services immediately.

  • 3.10.

    Z.com may, in its sole and absolute discretion, change, modify or discontinue any aspect of the Services at any time, including without limitation, the prices and fees for the Services. such changes, modifications or discontinuation shall be effective immediately upon posting to Z.com's website.

    Your use or continued use of any of the Services after such change(s) or modification(s) have been made shall constitute your acceptance of the Services with all such change(s) or modification(s) made up to the date on which the Service was used or continue to be used by you. If at any time you do not agree to be bound by such change(s) or modification(s) made to the Services, you shall cease your use of the Services immediately.

    Your use of the Services after the effective date of any amendments to the Agreements constitutes your complete and irrevocable acceptance of such amendments. You hereby undertake to check Z.com's website from time to time to be kept apprised of all such change(s), modification(s) and/or amendment(s) made to the Agreements and/or the aspects of the Services.

  • 3.11.

    For the avoidance of doubt, Clause 21.7 shall have no bearing on the effective date of any change, modification and/or discontinuation referred to in Clause 21.1 and Clause 2

4. Governing Law

This Agreement, the relevant Orders, the Policy, the Z.com Pre-Pay Terms and/or any policies or agreements in connection therewith shall be governed by and construed in accordance with the laws of the Republic of Singapore.

Settlement of Disputes

Z.com and the Customer shall attempt to resolve any claim, dispute or controversy (whether in contract, tort or otherwise) arising out of or relating to this Agreement and/or any relevant Order through amicable negotiation. The Parties agree that all acts, conduct and/or correspondence in connection with the negotiation and/or any settlement will be kept confidential.

In the event that the parties are unable to resolve the dispute within thirty (30) days after the notice of dispute is given by one Party to the other party, the parties shall each have a right to refer the dispute to a court of competent jurisdiction in Singapore.

Force Majeure

  • 4.1.

    A Party (the "Delayed Party") shall not be liable to the other party for any failure to perform any of its obligations (except payment obligations) under this Agreement or any relevant Order, if performance is delayed by circumstances beyond the reasonable control of the Delayed Party, including, but not limited to, fire, flood, war, embargo, strike, riot or the intervention of any governmental authority (a "Force Majeure Event").

    In such event, the delayed party must promptly provide the other party with written notice of the Force Majeure Event. The delayed party's performance shall be excused and suspended for the duration of the Force Majeure Event, but if the Force Majeure Event lasts longer than sixty (60) days, the other party may terminate the applicable Order and/or this Agreement by giving written notice to the delayed party.

Use of Customer Name

With the prior written consent of the Customer, Z.Com may use and/or publish the Customer's name in its customer lists, lists of referrals for other customers (or potential customers), and in other promotional information, including but not limited to, press releases, brochures, reports, letters, white papers, and electronic media such as e-mail or Web pages.

Miscellaneous Notice

All notices, demands, requests, or other communications that may be or are required to be given, served, or sent by either Party to the other Party pursuant to this Agreement, shall be in writing and shall be mailed by first-class, registered, or certified mail, return receipt requested, postage prepaid, or transmitted by hand delivery or email or facsimile addressed to the respective Parties as follows:

  • To GMO-Z.com Pte, Ltd:
    Address: 23/F Zuellig Building, Makati Avenue corner Paseo de Roxas, Makati City 1226
  • To Customer:
    Address provided in the most recent Order.

Severability

If any provision or part thereof of this Agreement or any relevant Order becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, then that provision or part thereof shall be deemed to be severed, but the other provisions or part(s) thereof of this Agreement or relevant Order shall continue to remain in full force and effect.

No Waiver

The failure of either party to require the performance of any of the terms of this Agreement and/or a relevant Order or the waiver by either party of any default under this Agreement and/or a relevant Order shall not prevent a subsequent enforcement of such term, nor be deemed a waiver of any subsequent breach. Any waiver shall not be effective unless it is in writing and duly signed by both Parties hereto.

Entire Agreement

This Agreement, the relevant Order, the Policy, the Z.com Pre-Pay Terms and/or any policies or agreements in connection therewith shall constitute an entire agreement between the Parties relating to the subject matter of this Agreement, the relevant Order, the Policy, the Z.com Pre-Pay Terms and/or any policies or agreements in connection therewith, and shall supersede all prior representations, proposals, understandings, communications or agreements, whether written or oral, relating to that subject matter.

Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and such counterpart together shall constitute one and the same instrument. For the purposes hereof, a facsimile copy of this Agreement shall be deemed to be an original. Facsimile and electronic copies of signatures shall have the same effect as originals. If a party elects to sign any relevant Order electronically, the Party expressly acknowledges and agrees that such electronic signature is the legal equivalent of, and has the same force and effect as, a hand-written signature.

Foreign Language Translation of Agreement

For the convenience of its Customers, Z.com may provide a customer with a non-English translation of the Agreement (the "Translated Agreement"). Any such Translated Agreement is for reference purposes only. The Customer acknowledges and agrees that in the event of any inconsistency between the English version of this Agreement and the Translated Agreement, the English version of this Agreement shall take precedence and govern in all instances between the Parties.

  • 4.2. Agreement to be Paramount

    In the event of any inconsistency between the term(s) of this Agreement, a relevant Order, the Policy, the Z.com Pre-Pay Terms and/or any policies or agreements in connection therewith, the term(s) of this Agreement shall take precedence.

Z.com Domain Name Registration Service Order

1. Acceptance and Effective Date

  • 1.1.

    This Z.com Domain Name Registration Service Order (hereinafter referred to as the "Registration Order") is an integral part of the Master Service Agreement (hereinafter referred to as the "Agreement" or "MSA") and is entered into by and between you, the Customer and GMO-Z.com Pte, Ltd. ("Z.com" or the "Company").

The terms and conditions of this Registration Order shall apply to the Z.com Domain Name Registration Service (hereinafter referred to as the "Registration Service") including but not limited to registration, renewal, transfer, and/or deletion of a domain name. This Registration Order is an "Order" as defined in the Agreement and is governed by the terms of the Agreement. The customer should read this Registration Order in conjunction with the MSA. By submitting an order for the Registration Service, making an application for the registration of a Domain Name (as defined below), and/or using the Registration Service, you, the Customer hereby enter into this Registration Order and indicate your acceptance to be bound by the terms and conditions of this Registration Order. Upon your acceptance, you confirm that you have read this Registration Order, and all terms and conditions of this Registration Order shall govern your purchase and use of the Registration Service and all other matters in connection therewith.

  • 1.2.

    This Registration Order shall be effective from the date of your entry into this Registration Order in accordance with Clause 1.4 above. It shall be binding upon the parties hereto and their respective successors, legal representatives, permitted assigns and sub-contractors.

Definitions

In addition to the following terms defined below, the terms used in this Registration Order shall have the meanings as set forth in the MSA:

"Administrative Contact" means a person designated and authorized by a Registrant to administer the Domain Name, and is listed as the "Administrative Contact" in the Registration Information;

"Billing Contact" means a person designated and authorized by a Registrant to be responsible for the financial aspects of a Domain Name, and is listed as the "Billing Contact" in the Registration Information;

"Contact Person" means a person designated and authorized by a Registrant to be responsible for the maintenance and management of the corresponding Domain Name registration and all other matters in connection thereto, and is listed as the "Contact Person" in the registration information. The Registrant may also be a Contact Person;

"Detailed Regulations" means any regulations, provisions and rules, including but not limited to those described below, which form a cohesive framework and must be read in conjunction with one another, and which taken together, forms a part of the customer's obligations and responsibilities with regard to the use of the Registration Service:

"Domain Name" or "Domain" means a second and/or third level domain name preceding top level Domains such as ".com" and ".ph" that is registered or that the Customer wishes to register in accordance with this Registration Order;

"Domain Name Dispute" means a dispute between a customer and a third party resulting from the registration or use of a Domain Name registered by the Customer;

  • 1.1.

    "Fee" means the fee to be paid by the Customer in connection with the Registration Service provided by Z.com, as referred to under Clause 17 and set out in Annex A of this Registration Order;

  • 1.2.

    "ICANN" means the the Internet Corporation for Assigned Names and Numbers;

  • 1.3.

    "ICANN Agreement" means the agreement between ICANN and GMO Internet Inc, a company incorporated under the laws of Japan and having its registered address at [Cerulean Tower 4・6-12F, 26-1 Sakuragaokacho, Shibuya ku, Tokyo, JAPAN ]GMO Internet Inc") ;

  • 1.4.

    "ICANN Consensus Policies" means the consensus policies put forth by ICANN at the following link, as may be amended and/or updated from time to time: https://www.icann.org/resources/pages/registrars/consensus-policies-en;

"Procedure Deadline" means the Registration Expiry Date (as defined below) or a specific date and time as determined by the Company in its sole discretion and of which notice has been given to the Customer;
"Redemption Grace Period" or "Renewal Grace Period" means the period as described in the link below:
https://www.icann.org/resources/pages/grace-2013-05-03-en

  • 1.5.

    "Registrant" means a Customer who registers for a Domain Name in accordance with this Registration Order;

"Registration Information" means any and all information provided by the Customer during the registration process of the corresponding Domain Name or in connection therewith, in accordance with Clause 9 of this Registration Order;

"Registrar" means an individual or enterprise that function as an interface between the Registrants and the Registry. In connection with the Registration Service, GMO Internet Inc, an official Registrar accredited by ICANN, shall be Registrar;

"Registry" means an organization which possesses
(i) a database that includes the zone files of Domain Names corresponding to the various IP addresses; (ii) any other data related to the Domain Names (including low level Domain Names); and (iii) the administrative authority over and obligations in relation to the database. In addition, in the event that the administrative authority over and obligations in relation to the database are assigned to a third party, the term "Registry" shall also refer to such a third party;

  • 1.6.

    "Registry Agreement" means an agreement between the Registry and GMO Internet Inc;

"Registration Expiry Date" means the date on which the registration Period of a Domain Name expires;

"Technical Contact" means a person responsible for technical aspects of a Domain Name and is listed as the "Technical Contact" in the Domain Name Registration Information;

  • 1.7.

    "Term" means the term of this Registration Order as determined in accordance with Clause 18;

"Transfer In" means the procedure relating to the transfer of the administration of a Domain Name from another service to the Registration Service;

"Transfer Out" means the procedure relating to the transfer of the administration of a Domain Name from the Registration Service to another service;

  • 1.8.

    Any reference to 'include' or 'including' shall be deemed to be followed by 'without limitation' or 'but not limited to', whether or not they are followed by such phrases or words of like import;

  • 1.9.

    Unless the context otherwise requires, words (including words defined in this Registration Order) denoting the singular number only shall include the plural and vice versa, words denoting natural persons shall include bodies corporate (except for references to Personal Data), and reference to a particular gender shall include all genders;

  • 1.10.

    The headings to the clauses and paragraphs of this Registration Order are for convenience only and shall not affect the interpretation or construction of this Registration Order; and

  • 1.11.

    Unless the context otherwise requires, references herein to "Clause" or "Clauses" are references to the clause or clauses of this Registration Order.

Governing Body

Z.com has been granted the right to provide Internet domain name registration services for top, second and third level domain names.

New Domains are overseas top-level domains such as the .ceo, .club, and .xyz.

Upon Z.com's receipt of the registration information from the customer, Z.com shall submit the information to the registry administrator of the appropriate top-level domain for approval and processing. The registry administrator then puts into effect the domain name registration.

Selection of a Domain Name

  • 1.12.

    The Customer hereby warrants, represents and undertakes that the registration of the Domain Name, and/or any other matter directly or indirectly relating to the use of such Domain Name, does not infringe upon the legal rights of any third party.

The Customer hereby warrants, represents and undertakes that the domain name is not registered for and would not any time be used, directly or indirectly, for or in connection with any unlawful purpose whatsoever.

By registering or renewing a .com or .net top-level domain with the Company, the Customer hereby warrants and represents that the Customer has read and agreed to the terms and conditions of this Registration Order, the MSA and all other related agreements and/or terms and conditions (collectively the "Relevant Terms"). If the Customer is registering the domain Name for and on behalf of a third party, the Customer shall further procure that such third party has read and agreed to the relevant terms.

Registered Domain Name Use by a Third Party

In the event that a customer permits a third party to use his/her Domain Name, that customer shall remain the registrant of the Domain Name for the purposes of this Registration Order and shall directly assume any and all obligations under this Registration Order, the MSA and any other related agreements and/or terms and conditions.

Provisions of Services

Z.com may provide the Registration Service to the Customer, which includes the following:

  • (a)The registration of a Domain Name;
  • (b)The renewal of a Domain Name Registration;
  • (c)The transfer of a Domain Name;
  • (d)The administration of a registered Domain Name;
  • (e)The provision of DNS settings for a registered Domain Name;
  • (f)The Whois Protection Service; and
  • (g)Any other service related to or in connection with the provision of The services set out in (a) to (f) above.

The Registration Service shall apply to the following types of Domains:
URL - https://domain.z.com/ph/

Whois Protection Service

Subject to this Clause 7, a Customer may apply for the Whois Protection Service in order to keep the name, postal address, email address, phone and fax number of the Contact Person private, and have the relevant Registration Information provided by the Customer replaced with anonymous proxy information via the use of a public "Whois" service.

  • 1.13.

    Z.com may, in its sole and absolute discretion, designate the type of information for which the Whois Protection Service may be applied for by the Customer.

The Whois Protection Service shall apply to the following types of Domains as set out in the link below:
URL - http://help.onamae.com/app/answers/detail/a_id/8599/

  • 1.14.

    The Whois Protection Service shall terminate in the following events:

the Domain Name registration or the Whois Protection Service expires; or

  • (a)the Domain Name registration is deleted and/or terminated for any reason whatsoever before the expiry of the Term of the Domain Name registration as set out in Clause 18.

The Customer hereby acknowledges, warrants and represents that:

  • the Customer shall remain responsible at all times for the use of the Domain Name(s) of which he/she is a Registrant;
  • through the use of the Whois Protection Service, the Customer will not receive postal mail, fax, e-mail and/or any other information or communication directed to customer,
  • (c)the Customer will waive any and all claims arising from the customer's failure to receive information or communication directed to the Customer, owing to the customer's use of the Whois Protection Service; and
  • (d)any Transfer Out in relation to the Domain Name shall be prohibited during the term for which the Whois Protection Service is provided by the Company

Z.com may, in its sole and absolute discretion, immediately terminate the provisions of the Whois Protection Service without notice, if;

  • (a)The customer's Domain Name(s), use of the Whois Protection Service and/or any matters in connection thereto or arising therefrom violates or is alleged to violate or infringe a third party's right or interests;
  • (b)Z.com is required to do so in order to be in compliance with any applicable laws, regulations, government rules or requirements, notices, court orders or requests of law enforcement.

Upon the termination of the Whois Protection Service in accordance with this Clause 7, Z.com will revert to displaying the relevant customer's Registration Information via a public "Whois" service.

Compliance with Laws and Regulations

The Customer hereby warrants, represents and agrees that it is in compliance with the Detailed Regulations and all applicable laws, regulations, government rules or requirements, notices, court orders and/or requests of law enforcement.

Z.com reserves the right to amend, vary and/or add to the list of Detailed Regulations set out under Clause 2.4.

In the event of any inconsistency between this Registration Order and the Detailed Regulations, the terms of the Detailed Regulations shall, to the extent of the inconsistency, take precedence over the terms of this Registration Order.

Notwithstanding Clause 8.3 above, The terms contained in the following agreements shall take precedence over the terms of this Registration Order and the Detailed Regulations:

  • The Registrar Accreditation Agreements (including any subsequent modifications) made and entered into by and between the Registrar and ICANN;
  • The Registrar license agreements (including any subsequent modifications) made and entered into by and between the Registrar and the Registries; and
  • The policies, instructions, guidelines and other arrangements adopted by ICANN and the Registries.

Registration Information

As part of the registration process, the customer is required to submit to Z.com and keep updated the following information in connection with the customer's application for domain name registration:

  • The domain name to be registered;
  • The domain name holder's name and mailing address;
  • (a) The names, mailing addresses, email addresses, telephone numbers, and fax numbers of the following persons:

    the Administrative Contact;
      (i)the billing contact; and
    the Contact Person

The Customer shall ensure that all Registration Information provided will, throughout the term of this Registration Order, comply with this Registration Order as may be in effect from time to time and will remain true, current, complete, accurate, and reliable.

The Customer shall maintain, update, and keep the Registration Information true, current, complete, accurate, and reliable by immediately making the necessary amendments and/or alterations, and notifying the Company immediately in writing of such amendments and/or alterations made.

The Customer hereby acknowledges and agrees that all Registration Information, including any Personal Data (as defined in the MSA) of the Contact Person, which is supplied to the Registry and/or an accredited Registrar may be made publicly available to third parties via a public "Whois" service, as required by ICANN and as permitted by applicable laws. (and for the purposes as laid out)

  • 1.15.

    The customer hereby agrees, consents to and authorizes the disclosure of his Personal Data (if any) in accordance with Cause 9.4 above, including such disclosure to ICANN, the registry administrators and/or to other third parties as ICANN and applicable laws may require or permit, for the purposes of and in connection with the provision of the Registration Service.

In the event that the Personal Data of any third party is disclosed in accordance with Clause 9.4, the Customer shall procure that such third party has agreed, consented to, and authorized the disclosure of his/her Personal Data, including such disclosure to ICANN, the Registry administrators and/or to other third parties as ICANN and applicable laws may require or permit, for the purposes of and in connection with the provision of the Registration Service.

Customer further acknowledge that ICANN may establish guidelines, limits and requirements that relate to the amount and type of information that Z.com may or must make available to the public or to private entities, and the manner in which such information is made available.

  • 1.16.

    Z.com may from time to time request additional information from the Customer. The Customer may refuse to furnish such additional information, PROVIDED THAT if Z.com is of the opinion that the performance of its obligations under this Registration Order and/or its provision of the Registration Service to the Customer is affected by such failure to furnish additional information, Z.com shall be entitled to terminate the provision of any part of or all of its Registration Services to the Customer, including any other products and/or services which Z.com makes available to other Registrants.

  • 1.17.

    In the event that a Customer provides any information about a third party (including any Personal Data), the Customer hereby represents, warrants and undertakes that the Customer has obtained the expressed, written consent from the third party to the retrieval, collection, use, disclosure and/or retention of the third party's information in accordance with this Registration Order and, where such information of the third party includes Personal Data, the Policy (as defined in the MSA).

2.Personal Data

  • 2.1.

    Each Customer hereby affirmatively agrees, consents to and authorizes the retrieval, collection, use, disclosure and/or retention, by and on behalf of the Company, of any Personal Data in accordance with this Registration Order and the Policy as set out at the link below, and as may be amended from time to time:
    https://domain.z.com/ph/privacy/

  • 2.2.

    In addition to Clause 10.1 above, a Customer may agree, consent to or authorise the collection, use, disclosure and/or retention of his/her Personal Data by the Company for any purpose(s) as requested by the Company, by any form of writing or by the acceptance by the Customer of this Registration Order, any other relevant Order, the MSA or any other agreement and/or terms and conditions of the Company which refer to such consent or authority.

  • 2.3.

    Each Customer hereby affirmatively agrees, consents to and authorizes the disclosure of his/her Personal Data to third party agents of the Company (including the transfer out of Singapore if so required), in accordance with the Policy.

  • 2.4.

    The consent given by each Customer in accordance with this Registration Order shall also constitute consent of the Customer for the purposes of the Spam Control Act (Cap 311A) or any other applicable legislation

  • 2.5.

    Each Customer hereby further consents to the sending of SMS notifications by the Company and/or other forms of contact in connection with the provision of the Registration Service, subject to the Do Not Call Registry provisions under Part IX of the Personal Data Protection Act 2012 (No. 26 of 2012).

  • 2.6.

    A Customer may, in accordance with the Policy, withdraw consent given under this Registration Order.

3.Ownership of Information and Database

Each Customer hereby represents, consents, agrees and acknowledges that Z.com owns the following:

  • All database, compilation, collective and similar rights, titles and interests worldwide in the domain name database;
  • All information and derivative works generated or derived in any way from the domain name database; and
  • all information obtained by Z.com in its capacity as the registrar, including but not limited to:

    the date of the registration Application;
    The expiration date of the Domain Name registration;
    The name, mailing address, email address, telephone number, and fax number of the technical contact, administrative contact, zone contact, and billing contact for the domain name;
    all Remarks concerning the registered domain name that appear or should appear in the Whois database or any other similar database; and
    all Other information generated or obtained in connection with the provision of the Registration Service, except the Domain Name registered by the Customer, and the IP names and addresses of the primary name servers and secondary name servers (if any).

Domain Name Registration Procedure

The Customer may submit an application to register one or more Domain Name(s) in such form and in accordance with such procedure as stipulated by Z.com from time to time on its website at the following link: https://domain.z.com/ph/

Z.com will only process a Registration Application after it has received payment of the relevant Fee from the Customer in accordance with Clause 17 of this Registration Order.

A Domain Name shall be deemed to be registered only after the Registration Information has been recorded in the database of the Registry.

  • 3.1.

    Z.com reserves the right to refuse any Registration Application for any reason deemed by Z.com, in its sole discretion, to be substantial.

4.Renewal or Redemption of the Domain Name Registration

  • 4.1.

    Any Customer that wishes to renew a Domain Name registration shall, before the Procedure Deadline for that Domain Name, submit an application to renew the Domain Name registration in such form and in accordance with such procedure as stipulated by Z.com on its website from time to time at the following link: https://domain.z.com/ph/

  • 4.2.

    The Domain Name registration shall only be deemed to be renewed after the relevant information has been recorded in the database of the Registry.

  • 4.3.

    Z.com will only process a Renewal Application after it has received payment of the relevant Fee from the Customer in accordance with Clause 17 of this Registration Order.

  • 4.4.

    Z.com reserves the right to refuse any Renewal Application for any reason deemed by Z.com, in its sole discretion, to be substantial.

The following applies to Domain Names subject to a Renewal Grace Period:

  • (a)notwithstanding Clause 13.1 above, the Customer may apply to renew the Domain Name registration, in such form and in accordance with such procedure as stipulated by Z.com in accordance with Clause 13.1, after the Procedure Deadline but before the expiry of the Renewal Grace Period; and
  • (b)the existing DNS resolution path will be interrupted by Z.com immediately after the Registration Expiry Date, with such interruption persisting for eight (8) consecutive days or more
  • 4.5.

    With regards to Domain Names to which a Redemption Grace Period is applicable, the Customer shall only be permitted to redeem the registration of the Domain Name during the Redemption Grace Period if the failure to renew the Domain Name registration was due to circumstances beyond the reasonable control of the Customer.

  • 4.6.

    Any application for a redemption of the Domain Name registration must be made during the Redemption Grace Period, and shall be in such form and in accordance with such procedures stipulated by Z.com from time to time on its website at the following link: https://domain.z.com/ph/signin/

  • 4.7.

    Z.com does not guarantee the success of any renewal during the Renewal Grace Period and/or any redemption during the Redemption Grace Period.

  • 4.8.

    In the event that the Customer does not make a Renewal Application in accordance with Clauses 13.1 or 13.5(a) (as the case may be), and/or a Redemption Application in accordance with Clause 13.7 (where applicable), the Domain Name shall be deleted on the Registration Expiry Date.

  • 4.9.

    In the event of a successful renewal or redemption, the Domain Name registration shall be renewed or redeemed (as the case may be) with effect from the Registration Expiry Date

  • 4.10.

    The Customer hereby warrants, represents and undertakes to check that the Customer's Renewal Application has been successful within one month of the date of the Renewal Application.

5.Domain Name Registration Period

A Domain Name shall be valid from the date of the registration as determined in accordance with Clause 12.3 above, and shall continue to be valid for the period initially selected by the Customer when making an order for the Registration Service or submitting a Registration Application (the "Initial Period").

If the registration of a Domain Name is renewed, such Domain Name shall continue to be valid for the period selected by the Customer during the Renewal Application (the "Renewal Period"). The aggregate of The Initial Period and Renewal Period (if any) shall be referred to as the "Registration Period".

The Registration Period may not be varied or amended, except in accordance with this Registration Order and/or the Detailed Regulations.

Z.com reserves the right to extend the Registration Period based on any decisions made by ICANN, the Registry of the Domain Name and/or any applicable laws.

Transfer In

Customer may Transfer In the Domain Name in accordance with the ONAMAE.com Registrar Transfer Regulations;
(http://www.onamae.com/agreement/a_ag/transfer.html, http://www.onamae.com/agreement/a_ag/transfer_1.html)

Transfer Out

The Customer may Transfer out the Domain Name during the Registration Period in accordance with the procedure stipulated by Z.com on its website at the following link, and as may be updated from time to time: https://domain.z.com/ph/

In the event that a customer applies for a Transfer Out of a Domain Name, the Customer hereby agrees and acknowledges that the Registration Service in relation to that Domain Name shall be terminated with effect from the date of completion of the Transfer Out.

Fees

In consideration for the provision of the Registration Service, the Customer shall pay Z.com within three (3) Business Days of submitting the Registration Application, the Renewal Application and/or the Redemption Application (as the case may be), the relevant Fee set forth in the Fee Table attached hereto as Annex A, as amended from time to time.

A Customer's Registration Application, Renewal Application and/or Redemption Application (as the case may be) will not be processed until Z.com receives actual payment of the relevant Fee in accordance with Clause 17. In the event that Z.com registers, renews or redeems a domain name prior to the payment of the relevant fee, Z.com reserves the right to cancel that registration , renewal or redemption (as the case may be) and/or restrict use of the domain name until actual payment has been received.

  • 5.1.

    All fees must be paid in advance and are non-refundable, whether in whole or in part.

Clause 17.3 shall apply notwithstanding that the domain name registration is suspended, cancelled and/or transferred prior to the Registration Expiry Date.

  • 5.2.

    All payments by a Customer must be made by one of the means of payment stipulated by Z.com in the relevant form pertaining to the Application Registration, Renewal Registration and/or Redemption Registration (as the case may be).

Each Customer shall ensure that the Billing Contact information is accurate, correct and up to date. The Customer shall bear all charges incurred by Z.com howsoever arising from a failure to ensure the accuracy, correctness and contemporaneousness of such Billing Contact information

Term

  • 5.3.

    This Registration Order shall commence on the date of a Customer's entry into this Registration Order in accordance with Clause 1.4 and shall remain in full force and effect until the deletion of the Domain Name or all the Domain Names (if more than one) of that Customer in accordance with Cause 12.9.

In the event that the Domain Name or all the Domain Names (if more than one) of a Customer are transferred to another Registrar apart from GMO Internet Inc, the Term of this Registration Order in relation to that Customer shall cease.

Compliance with the Domain Name Dispute Resolution Policy

The "Uniform Domain Name Dispute Resolution Policy" (hereinafter referred to as the "UDRP") is adopted by ICANN and stipulates the basic policy regarding the resolution of Domain Name Disputes. By submitting a Registration Application, The Customer hereby agrees to be bound by the UDRP and any applicable dispute resolution policies in relation thereto (the "Specific Policies" and individually a "Specific Policy").

Each Customer hereby agrees that all Domain Name Disputes regarding any Domain Name registered in accordance with this Registration Order shall be resolved in accordance with the UDRP, provided that if a Specific Policy governs a particular Domain Name, any disputes in relation to that Domain Name shall be resolved in accordance with that Specific Policy.

Each Customer shall, at its own expense, protect, defend, indemnify and hold harmless Z.com and its officers, employees, directors, agents, affiliates, subsidiaries, successors and assigns from and against any and all claims, demands, damages, liabilities, losses, government fines, costs and expenses (including, without limitation, reasonable attorney's fees and litigation expenses) arising in anyway whatsoever out of any Domain Name Dispute between the customer and any third party, pursuant to the terms and conditions contained in the UDRP and/or applicable Specific Policy.

Transfer of Ownership

  • 5.4.

    The administrative contact shall be deemed to be the legal owner of the domain name.

  • 5.5.

    A Customer that wishes to transfer ownership of any Domain Name registered in accordance with this Registration Order to a third party (the "Transferee") shall first procure that the Transferee agrees in writing to be bound by all the terms and conditions of this Registration Order, the MSA, the Z.com Pre-Pay Terms (as defined in the MSA), the Policy, and/or any other terms or agreements in connection therewith.

  • 5.6.

    The Customer's domain name will not be transferred until Z.com has, in its sole discretion, received reasonable and adequate evidence of such written agreement or consent of the Transferee and/or any other assurances that the Transferee is so bound by this Registration Order, the MSA, the Z.com Pre-Pay Terms, the Policy, and/or any other terms or agreements in connection therewith.

  • 5.7.

    Z.com may, in its sole discretion, refuse to transfer the ownership of any Domain Name for any reason whatsoever.

Any transfer or purported transfer of any Domain Name in contravention of this Clause 20 shall be null and void.

Representations, Warranties, Covenants and Undertakings

Each Customer hereby represents, warrants, covenants and undertakes to:

  • comply with the terms of this Registration Order, the MSA, the Z.com Pre-Pay Terms, the Policy, the Detailed Regulations and all applicable laws, rules, regulations and notices, including but not limited to those concerning trademarks and other intellectual property rights, and as may be revised from time to time;
  • be bound and abide by all ICANN Consensus Policies, including but not limited to the UDRP, as may be adopted and/or amended from time to time; and
  • ensure that the use of the Domain Name and/or Registration Service will not infringe any rights of Z.com, any related corporations of Z.com and/or any third party, whether in law, equity or otherwise, including but not limited to any intellectual property rights.

Termination and Suspension

Z.com may, in its sole discretion, suspend, lock, modify, cancel or transfer the Domain Name and/or terminate this Registration Order without notice, if:

  • the Customer breaches any term of the MSA and/or this Registration Order, including but not limited to any breach of the representations, warranties, covenants and/or undertakings set out in Clause 21 above;
  • the Customer's registration of the Domain Name or use of the Registration Service causes or is likely to cause harm to Z.com, any related corporations of Z.com and/or any third parties, or violates or is likely to violate any applicable Laws;
  • Z.com terminates the provision of the Registration Service for any reason whatsoever;
  • The ICANN Agreement, Registry Agreement, and/or any other agreement which Z.com, in its sole discretion, deems necessary for the provision of the Registration Service, is terminated;
  • the Registration Service violates or is likely to violate any laws, Internet conventions and any other regulations pertaining to corporations engaged in the Internet business or Internet users on a voluntary basis; or
  • (a) The MSA is terminated for any reason whatsoever

Effect of Termination

In the event of termination of this Registration Order, Z.com reserves the right to delete the registered Domain Name unless the Domain Name is or has been transferred in accordance with the terms of this Registration Order, any applicable process of transfer under any applicable laws, the ICANN Agreement or the Registry Agreement.

The Termination of this Registration Order for any reason whatsoever shall not affect the rights and obligations of Z.com or the Customer arising prior to such termination. Clauses 7, 8, 9, 10, 16.2, 19, 20, 21, 20, 23, and 24 shall survive the termination of this Registration Order.

Disclaimer and limitation of liability

IN NO EVENT SHALL Z.COM, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND/OR ANY THIRD PARTY SERVICE PROVIDERS, BE LIABLE TO THE CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHICH ARE SUFFERED OR INCURRED IN CONNECTION WITH OR RELATING TO THIS REGISTRATION ORDER, OR OTHERWISE ARISING OUT OF THE RELATIONSHIP BETWEEN THE CUSTOMER AND Z.COM, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE PRINCIPLE, AND WHETHER OR NOT Z.COM WAS AWARE OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

THE CUSTOMER HEREBY ACKNOWLEDGES, REPRESENTS AND AGREES THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAWS, OUR TOTAL AGGREGATE LIABILITY TO THE CUSTOMER FOR ANY AND ALL LOSS(ES) IS LIMITED TO THE FEES (LESS ANY TAXES) PAID TO US BY THE CUSTOMER UNDER THIS REGISTRATION ORDER IN THE 12 MONTHS PRIOR TO THE OCCURRENCE OF SUCH LOSS(ES) (LESS ANY OTHER CLAIMS PAID BY Z.COM IN CONNECTION WITH OR RELATING TO THIS REGISTRATION ORDER IN THAT PERIOD.)

Modification

  • 5.8.

    Z.com may, in its sole and absolute discretion, change or modify this Registration Order, the Detailed Regulations and/or any policies or agreements in connection therewith (the "Regulations"), at any time, and such changes or modifications shall be effective immediately upon posting to Z.com's website or upon notice to the Customer.

  • 5.9.

    The Customer's use or continued used of the Registration Service after such changes or modifications have been made to any of the Regulations shall constitute the customer's acceptance of the Regulations with all such change(s) or modification(s) made.

If at anytime the Customer does not agree to be bound or continue to be bound by any of the Regulations with such change(s) or modification(s) made, the Customer shall cease the use of the Registration Service immediately.

Contact with Z.com

All contact with Z.com in the first instance shall only be made via our support E-mail address as follows: info@ph.cloud.z.com

Annex A: Fee Table
At the following link: https://domain.z.com/ph/

Z.com Pre-Pay Terms and Conditions

Article 1 (Application)

  1. Z.com Pre-Pay Terms and Conditions (hereinafter referred to as the "terms") are special provisions set forth by GMO-Z.com Pte., Ltd. (Hereinafter referred to as the "company") in connection with the Z.com Master Service Agreement (hereinafter referred to as the "MSA"). The Terms apply to members (as defined below) who use the Z.com Pre-Pay stored value service.
  2. These terms shall be construed as part of the MSA and be binding on all Members. In the event that any of these terms are inconsistent with or infringe upon the MSA, these terms shall take precedence with regards to all matters pertaining to or arising out of the use of Z.com Pre-Pay by the Member and/or the provision of the Z.com Pre-Pay service by the Company.

Article 2 (Definition of Terminologies)

In addition to the following definitions, The terminologies used in these Terms shall have the meanings as set forth in the MSA:

  • 1.The "Control Panel" is provided by the Company to Members for use with this service. It is an administrative tool containing information on the Member, and such other information as may be prescribed by the Company;

"Member or "member" means a registered user of the Account as referred to under Clause 6 of the MSA, and any other persons authorized by the registered user to operate the Account;

  • 2."Member Data" means, in relation to a Member, all Personal Data of the Member obtained by the Company in anyway, including but not limited to such Personal Data of the Member obtained as a result of or in connection with the Member's setting up of an account in accordance with Clause 6 of the MSA and/or the Member's use of the Z.com Pre-Pay stored value service.
  • 3."Order" means the Z.com Domain Name Registration Service Order; the Z.com Hosting Service Order; or any other relevant Orders of the Company;
  • 4."Personal Data" means any data, whether true or otherwise, about an individual (being a natural person, whether living or deceased) who can be identified:
    • (a)from that data; or
    • (b)from that data and other information to which the Company has or is likely to have access;
  • 5."Policy" means the Z.com Data Protection Policy set out at the link below, as may be amended and/or updated from time to time;
    https://domain.z.com/ph/privacy/
  • 6."Z.com Account" means the account held by the Member with the Company, into which funds can be transferred and maintained; and

"Z.com Pre-Pay" is a prepaid payment method issued by the company. It may only be used for the payment of fees for Domain Registration Services, Hosting Services, Cloud services, SSL services, or other related or incidental services provided under the name "Z.com" (collectively known as "Z.com Services").

  • 7.Any reference to 'include' or 'including' shall be deemed to be followed by 'without limitation' or 'but not limited to', whether or not they are followed by such phrases or words of like import.
  • 8.Unless the context otherwise requires, words (including words defined in these Terms) denoting the singular number only shall include the plural and vice versa, words denoting natural persons shall include bodies corporate (except for references to Personal Data), and reference to a particular gender shall include all genders.
  • 9.The headings in these Terms are for convenience only and shall not affect the construction of any provision in these Terms.

Article 3 (Z.com Pre-Pay Stored Value Service)

  1. Members can add up to 2,500 SGD to their Z.com Account at the time of initial purchase.
  2. The maximum balance amount that can be held in the Z.com Account at any time shall be 4,999SGD (or such other amount as the Company may determine in its discretion from time to time).
  3. the company may subject specific members to separate determinations of maximum balance amounts or maximum transaction values when using the Z.com Pre-Pay service.
  4. A minor under the age of 18 who wishes to use Z.com Pre-Pay must:
  5. Have an account registered under the name of his/her parent or guardian in accordance with Clause 6.2 of the MSA; and
  6. Have his/her parent enter into the relevant transaction for the use of Z.com Pre-Pay or be authorised in writing by his/her parent to enter into the relevant transaction for the use of Z.com Pre-Pay
  7. Each parent or guardian (as the case may be) shall be liable for all transactions entered into in pursuance of paragraph 4 of this article and shall be bound by these Terms as a Member.
  8. Members must use a method of transfer approved by the company to transfer funds into the Z.com Account. The member is responsible for any transfer fees or other costs relating to the funds transfer.
  9. The Company shall not be responsible for, and shall bear no obligations and/or liabilities whatsoever for any disputes that may arise between the member and/or third parties.

Article 4 (Using Z.com Pre-Pay)

  1. If Z.com Pre-Pay is used as a payment method for fees pertaining to Z.com Services ("Usage Fees"), the amount equivalent to the Usage Fees will be deducted from the Z.com Account balance on the due date of the Usage Fees.
  2. The Company is entitled to assume that any such use of Z.com Pre-Pay is carried out by, or has been authorised by the registered member and is not liable for any losses whatsoever arising out of or connected with the unauthorised use of Z.com Pre-Pay.
  3. Each Member is solely responsible for ensuring that each transaction carried out through the Z.com Account is correct and accurate, and the Company is not obliged to verify the adequacy, accuracy or completeness of any such transaction.
  4. The Company shall not be liable in anyway whatsoever for any damages or losses suffered by a member or any third party in the event that, inter alia, sums deducted from the Z.com Account balance in connection with any unauthorised, mistaken, wrongful and/or incorrect use of Z.com Pre-Pay is not refunded, or the deduction of such sums is not cancelled. However, the Company may, at its sole discretion, refund to a member any such sums deducted from that Member's Z.com Account.
  5. If a member has an insufficient balance in the Z.com Account to make the relevant payment for the Usage Fees (the "Payment"), that member must, by midnight on the day the Payment is due, switch to another means of payment in accordance with the provisions of the MSA or the relevant Order, or top-up his Z.com Account in an amount equal to or exceeding the difference between the balance in the Z.com Account and the value of the Payment PROVIDED THAT the Company may, in its sole discretion, deduct the entire balance of the Z.com Account in satisfaction of the Payment, without prejudice to the right of the company to enforce the payment of any remaining sum.
  6. If a member does not comply with paragraph 5 of this article set out above, the company can take such measures in addition to the provisions of Article 9 as it deems appropriate, including but not limited to suspending the use of the Z.com Pre-Pay service. In addition, if the member fails to comply with the directions of the company by the date specified therein, the Company may at its sole discretion terminate the membership. The company does not assume any responsibility for any resulting damage to the member or a third party by taking these measures and such measures shall be in addition to and not in derogation of the Company's rights in law and equity.
  7. For the avoidance of doubt, the Company shall not be liable in anyway whatsoever for any losses or damages that a member or any third party may suffer due to and/or connected with the use of Z.com Pre-Pay, whether such use was authorised or unauthorised.

Article 5 (Erroneous Transactions relating to the Z.com Account)

The Company shall be entitled, without prior notice to the Member and any time, to deduct from the Z.com Account such amounts that have been wrongly credited into the Z.com Account, and/or reverse any transaction concerning the Z.com Account that has been made in error, whether due to technical faults or otherwise.

Article 6 (Interest and Set-Off)

  1. Members will not receive interest or other earnings on the amounts in their Z.com Accounts. The Company may receive interest on amounts that the Company holds on behalf of its Members. Members agree to assign their rights to the Company for any interest derived from their funds.
  2. The Company may set-off any sums due from a Member with any funds that the Member subsequently adds or receives into the Z.com Account.

Article 7 (Z.com Pre-Pay Balance Confirmation)

The balance in the Z.com Account can be checked through the control panel.

Article 8 (Expiration Date)

  1. A member's Z.com Account shall expire two years after the member stops using all Z.com Services.
  2. Notwithstanding paragraph 1 of this article and subject to a member's right to request for a refund under Article 11, if a member unsubscribes or loses his/her membership for reasons attributable to the member, all unused balance on the member's Z.com Account shall be forfeited. The company does not assume any responsibility for any resulting damages or losses caused to a member or a third party by the forfeiture of the balance.

Article 9 (Usage Restrictions)

  1. The Company may, in its sole discretion, stop and revoke the use of Z.com Pre-Pay:
    If a member violates any term of the MSA, the Orders or these terms; offer any other reason deemed by the Company to be substantial
  2. The company is not liable for any losses or damages suffered by a member of third party as a result of the cessation and/or revocation of the use of Z.com Pre-Pay.

Article 10 (Prohibition of Transfers)

  1. Members shall not transfer, loan, assign, sell, create any Encumbrance over or dispose of their Z.com Account (in any way) to third parties or other members.
  2. "Encumbrance" includes any mmortgage, assignment of receivables, debenture, lien, charge, pledge, adverse claim, right to acquire, security arrangement, security interest and any other encumbrance whatsoever.

Article 11 (Refunds)

  1. No refunds or cash withdrawals shall be made from any Z.com Account, unless in accordance with the terms set out in this Article 11.
  2. The Company may issue a refund of the balance in the Z.com Account in the event of any of the following:
    • If the whole or a part of the Z.com Pre-Pay service is terminated (unless due to company split, transfer, or mergers whereby the duties and responsibilities of the Company as a holder of the Z.com Pre-Pay stored value service has been assumed by another entity or corporation); or
    • If the Company determines that the use of Z.com Pre-Pay has become extremely difficult due to membership limitations
  3. A Member may submit a request for a refund of the unused balance in the Z.com Account, in such manner and form as may be required by the Company from time to time. The refund is subject to such administrative fees as may be prescribed by the Company from time to time, and the Company is entitled to deduct the applicable administrative fee from the balance in the Z.com Account before any refund of the remainder is made.
  4. The Company may issue a refund in pursuance of a request made in accordance with paragraph 3 of this Article if the request is so determined by the Company to be legitimate, reasonable and in accordance with the Company's refund policy.
  5. Notwithstanding the foregoing, the Company may issue a refund of the balance in the Z.com Account if so required by the laws relating to payment settlement or other relevant laws and regulations.

Article 12 (Invalidation)

The Company shall terminate all use of Z.com Pre-Pay and forfeit the balance in the Member's Z.com Account if the Member:
procures the use of Z.com Pre-Pay or the balance in the Z.com Account through unauthorised or improper means;

  • (a)commits an act of forgery;
  • (b)commits an unauthorised alteration of the balance in the Z.com Account; or
  • (c)commits a material breach of these Terms

Article 13 (Force Majeure)

  1. If the Company is prevented in the performance of any of its obligations under these Terms by reason of any Force Majeure event (as defined below), then performance of such obligation shall be excused for the period of the delay and the period of the performance of any such obligation shall be extended for a period equivalent to the period of such delay.
  2. Force Majeure event includes:
    • an occurrence, or a likely occurrence of any event or circumstance that is beyond the reasonable control of the company, including but not limited to an act of God, fire, flood, natural disasters, strikes, lock-outs, or other labor troubles, riots, insurrection, war, epidemics, radioactive contamination, large-scale pollution or other reason of like nature;
    • an occurrence of network failure or system downtime due to construction or maintenance carried out on telecommunications equipment, or any other reason that cannot be reasonably avoided by the Company; or
    • a change in the applicable laws and regulations (including, but not limited to, fund transfer methods) that have a bearing on any of these Terms
  3. In addition, the Company shall have the right to, without prior notice, suspend or cancel an issuance or use of Z.com Pre-Pay, or the transfer of funds into a Z.com Account on the occurrence of any Force Majeure event.
  4. The company shall not be liable in any way for any resulting losses or damage to members or third parties arising out of or connected with the measures taken in accordance with Articles 12 or 13.

Article 14 (Discontinuation)

For the avoidance of doubt, the Company is entitled, in its sole discretion, to discontinue the use of all or parts of Z.com Pre-Pay.

  1. The Company shall not be liable for any losses or damages suffered by a Member or any third party as a result of such discontinuation.

Article 15 (Indemnity)

  1. Each Member shall indemnify, defend and hold harmless the Company and each of the Company's directors, officers and employees (the "Indemnified Parties"), from and against any all losses, liabilities, costs (including legal costs incurred in defending any such actions, claims or proceedings), damages, claims, expenses, actions and proceedings, which may be brought against any Indemnified Party by any person or which any Indemnified Party may sustain, incur or suffer, as the case may be, arising from or in connection with:
    • (a)the Member's use of Z.com Pre-Pay; and/or
    • (b)the Member's breach of any of these Terms
  2. Each Member's obligations under paragraph 1 of this Article shall survive any termination of the provision of Z.com Pre-Pay services and/or the use of the Z.com Account. The Company reserves the right to defend and control any claim, demand or action, subject to indemnification by the Member, in which event the Member shall cooperate with the Company in asserting any available defenses.

Article 16 (Limitation of liability)

The Company is not responsible in anyway whatsoever for any losses, damages, claims, liabilities or expenses, whether direct, indirect, or consequential, that may occur to any Member or any other third party in respect of any matter of whatever nature and howsoever arising (whether in contract, tort, negligence, equity or otherwise) in connection with the provision of the Z.com Pre-Pay service or any transaction carried out on the Z.com Account, whether such transaction was authorised or unauthorised.

Article 17 (General disclaimer)

  1. The Company expressly excludes any representation, warranty, guarantee, condition, term or undertaking of any kind, whether express or implied, including but not limited to the correctness, completeness, accuracy, merchantability or fitness for any particular purpose, arising out of or relating to the use of Z.com Pre-Pay.
  2. The Company does not represent or warrant that:
    • (a)access to and/or use of the Z.com Pre-Pay service and/or Z.com Account will be uninterrupted, secure, timely or error-free;
    • (b)the Z.com Pre-Pay service and/or the Z.com Account will always be accessible, available or function with any other system to any other extent; or
    • (c)Z.com Pre-Pay service will meet each Member's requirements.

Article 18 (Personal Data)

  1. Each Member hereby affirmatively agrees, consents to and authorises the retrieval, collection, use, disclosure and retention, by and on behalf of the Company, of any Member Data in accordance with these Terms and the Policy.
  2. In addition to paragraph 1 of this Article, a Member may agree, consent or authorise the collection, use, disclosure and/or retention of Member Data by the Company for any purpose(s) as requested by the Company, by any form of writing or by the acceptance by the Member of any relevant Agreement, Order, or terms and conditions which refer to such consent or authority.
  3. Each Member hereby affirmatively agrees, consents to and authorises the disclosure of Member Data to third party agents of the Company (including the transfer out of Singapore if so required), in accordance with the Policy.
  4. Each Member hereby represents, warrants and undertakes to the Company that in the event that any Personal Data of a third-party is provided to the Company, the Member has obtained the expressed, written consent of such third-party to the retrieval, collection, use, disclosure and retention by and on behalf of the Company, of such Personal Data of the third-party in accordance with these Terms and the Policy.
  5. The consent given by each Member in accordance with these Terms shall also constitute consent of the Member for the purposes of the Spam Control Act (Cap 311A) or any other applicable legislation.
  6. Each Member hereby further consents to the sending of SMS notifications by the Company and/or other forms of contact in connection with the provision of the Z.com Pre-Pay service or any other service provided by the Company, subject to the Do Not Call Registry provisions under Part IX of the Personal Data Protection Act 2012 (No. 26 of 2012).
  7. A Member may, in accordance with the Policy, withdraw consent given under these Terms.

Article 19 (Governing law and Dispute Resolution)

These Terms shall be governed in accordance with the laws of the Republic of Singapore. Parties hereby submit to the exclusive jurisdiction of the courts of the Republic of Singapore, in relation to any action to recover damages or other relief for breach or default under these Terms, to enforce any provisions of these Terms, to resolve any disputes arising out of these Terms or otherwise arising under or by reason of these Terms.

Article 20 (Severability)

If any provision of these Terms is held to be invalid, unenforceable or illegal, in whole or in part, that provision or part shall, to that extent be deemed severed and shall not affect the enforceability of any other part of these Terms, which shall continue to be valid and enforceable to the fullest extent permitted by law.

Article 21 (Commencement)

This agreement shall be in effect from October 6st, 2015.

Select country you prefer.