The Listing Owner agrees to access the Twiddle Steps listing owner account and use the Twiddle Steps business services (the “Twiddle Steps Service”) in accordance with the terms herein.
“Listing Owner” means the entity set forth in a signup form or order form to obtain access to Twiddle Steps Service, who through its authorized personnel, uses or otherwise accesses the Twiddle Steps Service pursuant to the terms of this Agreement. If Customer does not agree with (or cannot comply) with all of the terms of the Agreement, Customer shall not access or use the Twiddle Steps Service.
If you are creating an Account (defined below) and are accepting this Agreement on behalf of a company, organization, or other legal entity, you represent and warrant that you are authorized to do so and have the authority to bind such entity to this Agreement, in which case the terms Listing Owner shall refer to such entity and you as the individual acting on behalf of the Listing Owner. The Agreement includes (i) each signup form or order form provided to Listing Owner by Twiddle Steps for Listing Owner to obtain Twiddle Steps services or features (each a “Signup Form”), and (ii) all operating rules, policies and guidelines (collectively, the “Guidelines”) that are referred to herein or that may otherwise be published by Twiddle Steps on its websites (as new Guidelines may be created and other Guidelines may be amended from time to time).
Twiddle Steps may change, add or delete the terms and conditions of this Agreement, including the Guidelines, or any portion thereof from time to time in its sole discretion. The Listing Owner will receive notice via their business account in case of material changes to the Agreement. The Listing Owner expressly agrees to be bound by the terms and conditions of this Agreement as amended. The Listing Owner’s continued use of the services now or following the posting of any such notice of any changes will indicate acceptance by the Listing Owner of such modifications.
1. Twiddle Steps services
1.1 The Account
When the Listing Owner signs up for the Twiddle Steps Service, Twiddle Steps will provide the Listing Owner with an account on Twiddle Steps’s website (an “Account”). In the Account, the Listing Owner will be able to view and access the services and features that are part of the Twiddle Steps services provided to Listing Owner. Twiddle Steps may at any time and without notice remove, change and alter the services and features made available to the Listing Owner. Twiddle Steps may offer the Listing Owner additional services, features or free trials of various Twiddle Steps services. If the Listing Owner uses the additional services and features and/or the free trials, such use will be governed by this Agreement and the Guidelines, and the Listing Owner accepts to comply herewith when using these services, features and free trials.
1.2 Announcement & Events
1.2.1 The Account may allow the Listing Owner to use the announcement and event feature to inform Consumers of the latest updates & events for and on specific business listings.
1.2.2 The aforementioned features are offered for free but may change from time to time.
1.3 Menu, Listing, Inbox & Other Features
1.3.1 The Account may allow the Listing Owner to use the menu, listing, inbox & other features to provide Consumers with adequate and accurate information pertaining to the listings as well as reply to any enquiry, if applicable.
1.3.2 The aforementioned features are offered for free but may change from time to time.
1.4 Non-Twiddle Steps applications
1.4.1 Non-Twiddle Steps applications can be web-based or offline software applications that connect or interoperate with the Twiddle Steps Service. Non-Twiddle Steps applications include applications that are developed for or by the Listing Owner, applications that are listed in online directories, app-stores, catalogues or similar marketplaces, or third-party applications that may be identified as Twiddle Steps applications. These non-Twiddle Steps applications can be made available to the Listing Owner by Twiddle Steps or a third party.
1.4.2 The Listing Owner’s use of non-Twiddle Steps applications, and any exchange of data between the Listing Owner and the non-Twiddle Steps application provider, is solely a matter between the Listing Owner and the non-Twiddle Steps application provider. The Listing Owner agrees as between the Listing Owner and Twiddle Steps that any data related to the Listing Owner’s use of such Non-Twiddle Steps Application is the sole responsibility of the Listing Owner. If the Listing Owner installs or enables non-Twiddle Steps applications that connect with the Twiddle Steps Services, the Listing Owner accepts that Twiddle Steps may allow the non-Twiddle Steps application provider to access the Listing Owner’s data on the Listing Owner’s behalf, including Listing Owner data and confidential information, as required for the connection and interoperation of the non-Twiddle Steps application with the Twiddle Steps Service.
1.4.3 The Listing Owner may be required to accept separate terms for the use of non-Twiddle Steps applications, and such terms will apply to the relationship between the Listing Owner and the non-Twiddle Steps application provider regarding the use of the non-Twiddle Steps application. It is the sole responsibility of the Listing Owner to ensure that such terms provide appropriate protection of and access to the Listing Owner’s data, including Consumer data and confidential information.
1.4.4 The Twiddle Steps Service may also contain features that are designed to connect or interoperate with non-Twiddle Steps applications. If the Listing Owner wishes to enable such features, the Listing Owner may be required to grant Twiddle Steps access to the Listing Owner’s account(s) on the non-Twiddle Steps applications, and the Listing Owner warrants that Twiddle Steps is lawfully entitled to access such information on behalf of the Listing Owner. If the non-Twiddle Steps application provider ceases to make the non-Twiddle Steps application available to the Listing Owner, Twiddle Steps reserves the right to cease to provide these features to the Listing Owner without entitling the Listing Owner to any refund or compensation.
1.4.5 Non-Twiddle Steps application providers are not sub-data processors or subcontractors of Twiddle Steps, and Twiddle Steps is not responsible for the non-Twiddle Steps application providers’ conduct or negligence, including but not limited to any disclosure, modification, corruption, loss or deletion of the Listing Owner’s data resulting from any access by a non-Twiddle Steps application provider to the Listing Owner’s data from the Twiddle Steps Service via a non-Twiddle Steps application used, enabled or installed by the Customer. For the avoidance of doubt, Twiddle Steps is not responsible and shall have no liability or obligation for non-Twiddle Steps applications, and Twiddle Steps makes no representation and gives no warranty in relation to any non-Twiddle Steps applications, whether or not they are designated by Twiddle Steps as “certified” or with a similar designation.
1.5 Twiddle Steps Insights
The Listing Owner may allow the Listing Owner to access Twiddle Step’s listing insights service (“Twiddle Steps Insights”), which provides certain analytics to Listing Owner based on the listings owned, including user reviews & leads. The Listing Owner agrees that Twiddle Steps Insights are provided on an “as is” basis only and any information contained in Twiddle Steps Insights are not business advice or the opinion of Twiddle Steps. The Listing Owner is solely responsible for any business decisions it makes using Twiddle Steps Insights.
1.6 Trials and additional services
Access and use of some features made available by Twiddle Steps may require authorizations of additional terms and conditions. If you use any such services, the additional terms and conditions will be made available and will become an integrated part of this Agreement. In the event of conflict between the additional terms and conditions and this Agreement, the additional terms and conditions shall prevail to the extent of the conflict as it applies to those services.
2. Consumer conduct on the Twiddle Steps Service
Twiddle Steps is not responsible and assumes no liability for the Consumers’ and other third parties’ conduct on Twiddle Steps’s websites or the use of the Twiddle Steps Service, including any review and other content published by the Consumers and other users (“User Content”). The opinions expressed in the User Content do not represent the opinions of Twiddle Steps, its affiliates or any officers, directors, employees, contractors or shareholders of Twiddle Steps and its affiliates.
3. Listing Owner’s obligations
3.1 General obligations
The Listing Owner shall (i) comply with the Agreement; (ii) comply with the Guidelines in force at any time; (iii) only use the Twiddle Steps Service on the domain(s) covered by the Agreement which are listed on the Signup Form; and (iv) comply with all applicable laws and regulations with respect to its activities under this Agreement at all times. The Listing Owner warrants and represents the Listing Owner owns or has an exclusive license to operate the domain(s) listed on the Signup Form.
The password to the Twiddle Steps Service, which is provided to or created by the Listing Owner in connection with the Agreement for login purposes, must only be used by and for the Listing Owner. The login to the business account may not be shared. If the Listing Owner has a need for more than one person to have access to the Listing Owner’s business account, the Listing Owner must ensure that each person has his or her own login. The Listing Owner and any person with a unique login to the Listing Owner’s business account must be contactable at any time via email as Twiddle Steps’s system relies on continuous user authentication to be carried out via email, with no options for Twiddle Steps staff to bypass this, for security purposes. Access to multiple business logins may require that the Listing Owner licenses additional modules on the Twiddle Steps Service.
The Agreement shall not be considered or interpreted in any way as an approval, endorsement or recommendation of the Listing Owner by Twiddle Steps, or of the Listing Owner’s products or the Listing Owner’s services. The Listing Owner shall not under any circumstances market itself or in any way give public declarations in conflict with the above.
5. Termination and suspension
5.1 Twiddle Steps may, without prior notice at any time and for any reason, suspend or terminate the Listing Owner’s access to the Account or use of the Twiddle Steps Service or portion thereof, or terminate the Agreement. Twiddle Steps will notify the Listing Owner of such termination or suspension.
5.2 Consequences of the termination of Twiddle Steps Services or the Agreement
5.2.1 Upon termination of the Agreement, the parties are discharged from any obligations under the Agreement (subject to section 15).
5.2.2 In case of termination of the Agreement, no matter the cause, the Listing Owner shall cease use of the Twiddle Steps Service from the date of termination.
5.2.3 Listing Owner must cease all use of Twiddle Steps Designs and reviews and promptly remove them from the Listing Owner’s domain(s) after expiration or termination of applicable Twiddle Steps Services.
5.2.4 Termination of the Agreement, no matter the cause, will have no effect on reviews posted on Twiddle Steps’s websites and other third party networks.
5.2.5 The Listing Owner’s unauthorised use of the Twiddle Steps Service can be prohibited by an injunctive relief without any requirements to post bond or other security.
5.2.6 Your account will be suspended if you assist, encourage, or enable others to use the Service to:
- Violate our Terms, including the Content Guidelines;
- Post any fake listings, trade reviews with others, or compensate someone or be compensated to post, refrain from posting, or remove a review;
- Violate any third party’s rights, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
- Threaten, stalk, harm, or harass others, or promote bigotry or discrimination;
- Promote a business or other commercial venture or event, or otherwise use the Service for commercial purposes, except in connection with a Listing Owner Account in accordance with the Listing Owner Terms;
- Send bulk emails, surveys, or other mass messaging, whether commercial in nature or not; engage in keyword spamming, or otherwise attempt to manipulate the Service’s search results, review Recommendation Software (as defined in the Business Terms below), or any third party website;
- Solicit personal information from minors, or submit or transmit pornography;
- Violate any applicable law;
- Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Service or Service Content (other than Your Content), except as expressly authorized by Twiddle Steps;
- Use any robot, spider, Service search/retrieval application, or other automated device, process or means to access, retrieve, copy, scrape, or index any portion of the Service or any Service Content;
- Reverse engineer any portion of the Service;
- Remove or modify any copyright, trademark, or other proprietary rights notice that appears on any portion of the Service or on any materials printed or copied from the Service;
- Record, process, or mine information about users;
- Access, retrieve or index any portion of the Service for purposes of constructing or populating a searchable database of business reviews;
- Reformat or frame any portion of the Service;
- Take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on Twiddle Step’s technology infrastructure or otherwise make excessive traffic demands of the Service;
- Attempt to gain unauthorized access to the Service, Accounts, computer systems or networks connected to the Service through hacking, password mining or any other means;
- Use the Service or any Service Content to transmit any computer viruses, worms, defects, Trojan horses, malicious code, spyware, malware or other items of a destructive or harmful nature;
- Use any device, software or routine that interferes with the proper working of the Service, or otherwise attempt to interfere with the proper working of the Service;
- Use the Service to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Service or Service Content; or
- Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Service, features that prevent or restrict the use or copying of Service Content, or features that enforce limitations on the use of the Service.
The Listing Owner shall indemnify, defend and hold harmless Twiddle Steps and its affiliates and its and their respective officers, directors, employees and agents (collectively “Indemnitees”) against any liability, losses, damages, penalties, judgments, awards, settlements, costs and expenses (collectively “Losses”) suffered or incurred by any Indemnitee as a result of any third party claim, allegation, action, suit or proceeding (including any investigation or other claim, allegation, action, suit or proceeding by any governmental authority) (“Third Party Claim”) arising from or related to any assertion that (a) the use of any content provided by the Listing Owner (i) infringes the intellectual property rights of a third party and/or (ii) violates applicable law and/or the Guidelines; (b) the use by the Listing Owner of Twiddle Steps’s Service violates the Guidelines or applicable law; (c) Twiddle Steps’s use of Consumer data under this Agreement is in breach of any applicable laws related to data privacy or contractual commitment of the Listing Owner; (d) any email message sent or caused to be sent by Twiddle Steps on behalf of the Listing Owner violates any applicable law, rule or regulation; or (e) The Listing Owner is or has breached any of the warranties or representations made by the Listing Owner in this Agreement. The Listing Owner shall not bring any claim against the Indemnitees arising from or related to any User Content, including without limitation, any claim that the User Content is defamatory, offensive or otherwise harmful. The Listing Owner shall indemnify, defend and hold harmless the Indemnitees against any Losses suffered or incurred by any of the Indemnitees as a result of any such claim, whether such claim is brought by the Listing Owner, any of its affiliates, or any of its or their officers, directors, employees, contractors, agents, shareholders or any third party.
The Twiddle Steps service and any website operated by Twiddle Steps are supplied “as is” and may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability. Twiddle Steps expressly disclaims any and all warranties, express, implied or statutory, including, without limitation, any warranties of non-infringement, merchantability or fitness for a particular purpose.
8. Limitation of liability
8.1 The use of the Twiddle Steps service is the sole responsibility of the customer. In no event shall twiddle steps (or its affiliates, licensors and suppliers) be liable concerning any subject matter arising from or related to this agreement, the Twiddle Steps service or any of the websites operated by Twiddle Steps or its parent company regardless of the form of any claim or action (whether in contract, negligence, strict liability or otherwise) for (i) any loss of profits, contracts, revenue, business, business opportunity, loss or corruption of data or recovery of data, goodwill, security breach resulting from a failure of a third party telecommunications and/or the internet, anticipated savings or revenue (regardless of whether any of these is direct, indirect or consequential); (ii) any loss or damage arising in connection with liabilities to third parties (whether direct, indirect or consequential); (iii) any matter beyond its reasonable control; (iv) any indirect, incidental or consequential loss or damage whatsoever; or (v) damages, even if twiddle steps has been advised of the possibility of such damages. These limitations are independent from all other provisions of this agreement and shall apply notwithstanding the failure of any remedy provided herein.
8.2 Customer’s sole and exclusive right and remedy in case of dissatisfaction with the Twiddle Steps service, related services, features, or any other grievance shall be your termination and discontinuation of access to, or use of the service.
8.3 Twiddle Steps is not liable for the general availability, applicability, or customer’s use of the Twiddle Steps service, or any data related to the customer’s use of non-Twiddle Steps applications or any business decisions or the result of such decisions made by customer using review insights, including without limitation liability for breach of contract, misrepresentation (whether tortuous or statutory), tort (including negligence), breach of statutory duty, restitution or otherwise arising from or in connection with the agreement, the Twiddle Steps service or any of the websites operated by Twiddle Steps.
8.4 Nothing in the Agreement excludes or limits either party’s liability for matters which cannot be excluded or limited under applicable law.
9. Representations and warranties
Each party represents and warrants to the other that (i) each party has the full corporate right, power and authority to enter into this agreement, to grant the rights granted hereunder and to carry out the terms and conditions contained herein; (ii) the execution of this agreement by such party, and the performance of its duties and obligations hereunder, do not and will not violate or conflict with any agreement to which such party is a party or by which it is otherwise bound; and (iii) when executed and delivered by such party, this agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.
10. Assignment and transfer
10.1 The Listing Owner is not entitled to assign or transfer its rights or obligations under the Agreement to any third party without prior written consent from Twiddle Steps. Any change of direct or indirect control of the Listing Owner (whether by sale of controlling equity interests or otherwise) will be deemed to be an assignment of the Agreement by the Listing Owner that requires Twiddle Steps’s prior written consent.
10.2 Twiddle Steps is entitled to assign and/or transfer any of its rights or obligations under the Agreement to any third party.
11. Intellectual property rights
11.1 The Listing Owner is only permitted to use Twiddle Steps’s logos, graphics and trademarks (“Twiddle Steps Designs”) and reviews to the extent expressly granted in the Signup Form. The Listing Owner may only use Twiddle Steps Designs that are made available in the Account. The Guidelines contain information for the Listing Owner about which Twiddle Steps Designs the Listing Owner may use, how Twiddle Steps Designs must be displayed and in what context.
11.2 The Twiddle Steps service, any content on the Twiddle Steps Service and all underlying technology (including all intellectual property rights embodied therein), is and will remain the sole and exclusive property of Twiddle Steps and will be protected in accordance with applicable copyright laws and other legislation. Unless otherwise expressly provided herein, no right, title, or license is granted to Listing Owner including but not limited to any patent, copyright or other intellectual property right to the Twiddle Steps Service, any content on the Twiddle Steps Service and any and all underlying technology, existing or future. The Listing Owner shall not reverse engineer or otherwise attempt to discover the source code, object code or any trade secret related to the Twiddle Steps Service or any underlying technology.
11.3 If the Listing Owner provides feedback, ideas, suggestions or comments on or regarding Twiddle Steps’s websites, the Twiddle Steps Service or other services offered by Twiddle Steps (“Feedback”), the Listing Owner hereby grants to Twiddle Steps a perpetual, irrevocable, transferable, sub-licensable, royalty-free, worldwide license to fully exploit such Feedback for any and all purposes.
11.4 Import of product reviews
11.4.1 The Listing Owner may have the option to import customer reviews collected by the Listing Owner or by a third party acting on behalf of the Listing Owner to the Twiddle Steps Service. If the Listing Ownerr imports customer reviews, the Listing Owner will import all customer reviews and not carry out any form of biased selection of the customer reviews to be imported to the Twiddle Steps Service.
11.4.2 As between Twiddle Steps and the Listing Owner, the Listing Owner owns the imported customer reviews and Twiddle Steps is granted a non-exclusive, worldwide, revocable license to store and display these imported customer reviews and on the Listing Owner’s domain. The Listing Owner warrants and represents: (i) that the Listing Owner is the owner of these customer reviews; (ii) that the Listing Owner has all necessary rights and permissions from third parties to import these reviews to the Twiddle Steps Service; (iii) that the Listing Owner is entitled to allow Twiddle Steps to process these imported customer reviews as may be required (including having obtained all necessary consents from the Consumers and any third parties who may have assisted with the collection of these reviews) and; (iv) that the use of such reviews by Twiddle Steps in accordance with this section shall not breach the Data Protection Requirements, any intellectual property rights or any other laws or regulations.
11.4.3 Twiddle Steps reserves the right at any time and for any reason to refuse the Customer’s import of product reviews and may at any time suspend or discontinue the possibility for the Listing Owner to import product reviews.
11.5 The Customer agrees that Twiddle Steps may use the Listing Owner’s name and logo on Twiddle Steps’s websites and as a part of a general list of Twiddle Steps’s customers.
12.1 The parties shall not reveal the content of the Agreement to any third parties and keep confidential the terms of this Agreement (including any Signup Form) and other pieces of information that the parties may have exchanged or may in the future exchange regarding their undertakings or business relationships under or in relation to this Agreement. Information which derives from or concerns a party can be demanded to be kept secret due to the nature of the matter.
12.2 The duty of confidentiality does not include information which is already published or publicly known unless the publication is due to a breach of the confidentiality obligations laid down in the Agreement. Disclosure of confidential information is not prohibited if such disclosure: (a) is in response to a valid order or request of a court or other governmental body or in order for the party to cooperate with authorities, courts or governmental bodies; (b) is requested to be disclosed on a confidential basis to a party’s attorneys, advisors or potential acquirers or sources of financing in connection with a due diligence request; or (c) is otherwise required by law.
12.3 Notwithstanding the foregoing confidentiality obligation, the parties shall be entitled to disclose the existence of this Agreement to third parties including its termination.
13. Severability and precedence
13.1 The invalidity, illegality or unenforceability of any section (or part of a section) of the Agreement does not affect the continuation in force of the remainder of the section (if any) and of the Agreement as a whole.
14. Entire agreement and variation
14.1 The Agreement constitutes the entire agreement between the Customer and Twiddle Steps in relation to its subject matter. It replaces and extinguishes all prior agreements, arrangements, collateral warranties, collateral contracts, statements, assurances, representations and understandings of any nature made by or on behalf of the parties in relation to the same, whether oral or written.
14.2 No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorized representatives).
The following sections shall survive termination of this Agreement; sections 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16 and any other section that by its nature is intended to survive expiry or termination of the Agreement.
16. Governing law and jurisdiction
16.1 The Agreement, and any disputes directly or indirectly arising from or related to the Agreement, shall be governed exclusively by the laws of Malaysia, without regard to the conflicts of provisions thereof. Any disputes relating to or accruing from the Agreement and the Customer’s use of Twiddle Step’s services must be settled exclusively in the state or federal courts located in Kuala Lumpur, and the parties hereby consent to the jurisdiction of such courts and waive any objections to the laying of venue in such courts.
16.2 Each party hereto hereby knowingly, voluntarily, intentionally and irrevocably waives any and all right to trial by jury in any legal proceedings arising out of or related to this agreement or the transactions contemplated hereby.
17. Copyright dispute policy
It is Twiddle Step’s policy to (1) block access to or remove material that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users; and (2) remove and discontinue repeat offenders.
18. Notices and contact
18.1 Notices required to be given under this Agreement shall be in writing and can be delivered by email, hand, sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this Agreement or the Signup Form.
18.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at 9.00 am on the first business day following delivery.
18.3 The Customer can send notices to Twiddle Steps via contact page or at the following mailing address:
Twiddle Steps Sdn Bhd (1480682-H)
#131, GF-16 The Waterfront @ Parkcity,
No.5 Persiaran Residen, Desa ParkCity,
52200 Kuala Lumpur, Malaysia