TERMS OF SERVICE - Orion CRM

1. Service Description

Orion CRM is a customer relationship management (CRM) tool designed to help businesses manage interactions and relationships with their customers and potential customers. The Service is provided on an "as-is" and "as-available" basis.

2. Account Registration and Use

• You must register for an account to access the Service. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.
• You are responsible for safeguarding your account password and for any activities or actions under your account, whether or not you have authorized such activities or actions.
• You must notify us immediately of any unauthorized use of your account.
• You must be at least 18 years old to use the Service.

3. Acceptable Use

You agree not to misuse the Service. For example, you must not, and must not attempt to:

• Use the Service for any illegal or unauthorized purpose.
• Interfere with or disrupt the integrity or performance of the Service or the data contained therein.
• Attempt to gain unauthorized access to the Service or its related systems or networks.
• Upload, post, or transmit any content that: (i) infringes any third party's intellectual property or other proprietary rights; (ii) is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable; (iii) contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment.
• Use the Service to store or transmit any "Protected Health Information" as defined by HIPAA unless you have entered into a separate Business Associate Agreement with us.

4. Subscription Fees, Payments, and Billing

Access to the Service is provided on a subscription basis. By subscribing to a plan, you agree to pay the fees specified for that plan.

• Subscription Plans: Our available subscription plans and their current pricing are detailed on our Pricing Page. All prices are quoted per user, per month unless otherwise specified.
• Billing Cycles: We offer both monthly and annual billing cycles. If you select an annual billing cycle, you will be billed for the entire year at the beginning of the subscription term.
• Annual Discount: Annual plans may be offered at a discount compared to the equivalent monthly plan. This discount is applied to the total annual price. For display purposes on our website, this discount percentage may be presented as an approximation (e.g., "approx. 12%") due to rounding of the final prices to whole numbers. The exact amount billed will always be the one specified at the time of purchase.
• Payment: You must provide a valid payment method to use a paid subscription. You authorize us to charge your payment method for all applicable fees.
• Currency Conversion: Prices are set in U.S. Dollars (USD). If prices are displayed in another currency (e.g., Malaysian Ringgit - MYR), this is for informational purposes only. The final amount charged to your payment method may vary slightly due to currency conversion rates applied by your payment provider.
• Fee Changes: We reserve the right to change our subscription fees at any time. We will provide you with reasonable prior notice of any fee changes, typically by posting the changes on our website or sending you an email.
• Taxes: All fees are exclusive of any applicable taxes, levies, or duties imposed by taxing authorities. You are responsible for paying all such taxes.

5. Customer Data

• Ownership: You retain all right, title, and interest in and to any data, information, or material that you upload, input, or otherwise submit to the Service in the course of using the Service ("Customer Data"). We do not claim any ownership rights in your Customer Data.
• Our Use of Customer Data: We will only use Customer Data to provide, maintain, and improve the Service, to prevent or address service or technical problems, as compelled by law, or as you expressly permit in writing. We will not use Customer Data for our own marketing purposes or sell it to third parties.
• Your Responsibility: You are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data. You represent and warrant that you have all necessary rights and consents to provide the Customer Data to us for processing as contemplated by these Terms.

6. Our Intellectual Property

• The Service, including its "look and feel" (e.g., text, graphics, images, logos), proprietary content, information, and other materials, are protected under intellectual property laws. You agree not to copy, modify, rent, lease, loan, sell, distribute, or create derivative works based on the Service, in whole or in part, except as expressly authorized by us.
• "Orion CRM" and "Auctus Labs" and all related graphics, logos, service marks, and trade names used on or in connection with the Service are our trademarks and may not be used without permission.
• The Service may incorporate or be built upon open-source software, including software licensed under the GPL. Your use of the Service does not grant you any rights to the underlying source code beyond what is provided by the applicable open-source licenses. We comply with all obligations under such licenses.

7. Confidentiality

Each party agrees to treat as confidential all non-public information of the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information will not be used or disclosed except as necessary to provide or use the Service, or as required by law. Customer Data is considered your Confidential Information.

8. Term and Termination

• These Terms will remain in effect until terminated by you or us.
• You may terminate these Terms at any time by ceasing use of the Service and closing your account.
• We may suspend or terminate your access to the Service at any time, with or without cause, with or without notice, effective immediately. Reasons for termination may include, but are not limited to, a breach of these Terms.
• Upon termination, your right to use the Service will immediately cease. We may delete your Customer Data upon termination, subject to our data retention policies and applicable law. It is your responsibility to export your Customer Data prior to termination.

9. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SOFTWARENEST ENTERPRISE (OPERATING AS AUCTUS LABS), ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

OUR AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS RELATING TO THE SERVICE SHALL IN NO EVENT EXCEED THE GREATER OF ONE HUNDRED MALAYSIAN RINGGIT (MYR 100) OR THE AMOUNTS PAID BY YOU TO US FOR THE PAST THREE (3) MONTHS OF THE SERVICE IN QUESTION.

11. Indemnification

You agree to defend, indemnify, and hold harmless SOFTWARENEST ENTERPRISE (operating as Auctus Labs) and its officers, directors, employees, and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your access to or use of the Service, (ii) your Customer Data, or (iii) your violation of these Terms.

12. Modifications to Terms

We reserve the right to modify these Terms at any time. If we make changes that are material, we will provide you with reasonable notice prior to the changes taking effect, either by emailing you or by posting a notice on our website. Your continued use of the Service after such modifications become effective constitutes your acceptance of the new Terms.

13. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of Malaysia, without regard to its conflict of law principles. Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by the courts of Malaysia.

14. General Provisions

• Entire Agreement: These Terms, together with our Privacy Policy, constitute the entire agreement between you and us regarding the Service and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.
• Severability: If any provision of these Terms is held to be invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.
• No Waiver: Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.
• Assignment: You may not assign any of your rights or obligations under these Terms, whether by operation of law or otherwise, without our prior written consent. We may assign these Terms in their entirety, without your consent, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.
• Contact Information: If you have any questions about these Terms, please contact us at [email protected].