| Terms
of Use
Last
Modified—19 October 2005
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All
users of Manhattan Asia Pacific Pte Ltd (otherwise known as
Manhattan) services, and all customers upon signing up for
Manhattan's services, agree to comply with Manhattan's Terms
of Use ("TOU"). The spirit of the TOU is to ensure customers
are using Manhattan's services in conformity with the requirements
of Manhattan's environment. The TOU are not exhaustive and
Manhattan reserves the right to add, delete, or modify any
provision of its TOU at any time without notice, effective
upon either the posting of the modified TOU to
www.manhattanasia.com
or notification of the modified TOU. Any complaints about
a customer's violation of the TOU should be sent to
map@manhattanasia.com.
The TOU supersedes any other agreement with Manhattan, whether
written, oral, by conduct, or otherwise. |
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A.
All Manhattan Customer Terms of Use
B.
All Manhattan Customer Billing Policy
A.
All Manhattan Customer Terms of Use
The following Terms of Use apply to ALL Manhattan customers:
The
legal owner of customers' Web sites and accounts with Manhattan
will be the individual or organization whose name is listed
in Manhattan's database as the owner. Customers will fully
cooperate with and abide by any and all ofManhattan's security
measures and procedures in the event of any dispute over ownership
of customers' web sites and accounts with Manhattan.
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Manhattan
services may be used for lawful purposes only. All businesses/companies
are to be registered/incorporated with the appropriate licenses
applied for with your local Companies registry or similar
agency. Information provided by the client must be up to date
and accurate. The company name should be identical to the
name on the business certificate filed with your local Companies
registry or similar agency. The company address should be
identical to the address on the business certificate filed
with your local Companies registry or similar agency. Should
it not be, then please provide a written statement to Manhattan
as to why it is different. The telephone number provided must
be an operational fixed landline in your company. Residential
numbers, "virtual web lines", and/ or mobile numbers
are NOT acceptable. The contact person must be an employee
who is authorized to represent your company in commercial
transactions conducted via Manhattan. The person's job title
and department must be accurate and up-to-date. All information
as originally supplied is to be accurate and can be authenticated
and verified in the normal way by an auditor or similiar agency.
Transmission, storage, or distribution of any information,
data, or material in violation of any applicable law or regulation,
or that may directly facilitate the violation of any particular
law or regulation is prohibited. This includes, but is not
limited to: copyrighted material; trademarks; trade secrets
or other intellectual property rights used without proper
authorization; material that is obscene, defamatory, constitutes
an illegal threat, or violates export control laws.
Additionally,
in purchasing Manhattan services, all Manhattan customers
certify that they and/or the organization they represent in
procuring services from Manhattan are not, nor have been designated,
a suspected terrorist as defined in Executive Order 13224;
are not owned or controlled by a 'suspected terrorist' as
defined in Executive Order 13224; and are not on, are not
a member of, related to, associated with, or controlled by
any organizations on the list contained in the Annex to Executive
Order 13224 and all updates thereto. Any violation of this
Section or any other provision of the Terms of Use may result
in our termination of your account without notice and without
refund to you of any fees previously paid by you to Manhattan.
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Sending
unsolicited bulk and/or commercial messages over the Internet
(known as "spamming") is prohibited, regardless of whether
or not it overloads a server or disrupts service to Manhattan's
customers. The term "spamming" also includes, but is not limited
to, maintaining an open SMTP policy, engaging in spamming
using the service of another ISP or IPP and referencing in
the spam a Web site hosted on a Manhattan server, and selling
or distributing software (on a Web site residing on a Manhattan
server) that facilitates spamming. Violators will be assessed
a minimum fine of US$200 and will face immediate suspension.
Manhattan reserves the right to determine, in its sole and
absolute discretion, what constitutes a violation of this
provision.
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Violations
of system or network security are prohibited and may result
in criminal and civil liability. Examples of system or network
security violations include, without limitation the following:
unauthorized access to or use of data, systems or networks,
including any attempt to probe, scan or test the vulnerability
of a system or network or to breach security or authentication
measures without express authorization of the owner of the
system or network; interference with service to any user,
host or network including, without limitation, mail bombing,
flooding, deliberate attempts to overload a system and broadcast
attacks; forging of any TCP-IP packet header or any part of
the header information in an email or a newsgroup posting.
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Use
of Manhattan's services or equipment for creating or sending
Internet viruses, worms or Trojan horses, or for pinging,
flooding or mail bombing, or engaging in denial of service
attacks is prohibited. It is also prohibited for any customer
to engage in other activity that is intended to disrupt or
interfere with, or that results in the disruption of or interference
with, the ability of others to effectively use Manhattan's
services and equipment (or any connected network, system,
service or equipment) or conduct their business over the Internet.
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The
Digital Millennium Copyright Act ("DMCA") sets forth the law
regarding the use of copyrighted materials on the Internet.
All Manhattan customers are subject to the requirements of
the DMCA. Individuals or entities submitting notifications
of copyright infringement by a Manhattan customer (per the
DMCA) to Manhattan must follow the below procedures. Copyright
infringement notifications submitted toManhattan according
to these procedures will be processed within 21 days of receipt.
Customers who are the subject of a DMCA notification that
meets the below criteria may be subject to account termination
at Manhattan's sole discretion.
DMCA Copyright Infringement Notification Requirements
- Signature
of the copyright owner or a person authorized to act on
the copyright owner's behalf (the "Claimant").
- Identification
of the copyrighted work(s) claimed to have been infringed.
- Identification
of the material claimed to infringe the copyright(s),
and enough information for X-synergy to locate it including
URLs and specific descriptions of the infringing material
at each URL.
- The
Claimant's name, address, and telephone number(s).
- A
statement that the Claimant has a good faith belief that
use of the disputed material is not authorized by the
copyright owner or his agent.
- A
statement, under penalty of perjury, that the information
in the notification of copyright infringement is accurate
and that the Claimant is authorized to act on behalf of
the copyright owner.
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Pornography
and sex-related merchandising are prohibited on X-synergy
servers. This includes sites that may infer sexual content
or provide links to adult content elsewhere. This is also
true for sites that promote any illegal activity or content
that may be damaging to our servers or any other server on
the Internet, or provide links to such sites.
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The
use of X-synergy 's services to store, post, display, transmit,
advertise or otherwise make available child pornography is
prohibited. X-synergyis required by law, and will, notify
law enforcement agencies when it becomes aware of the presence
of child pornography on, or being transmitted through, its
services.
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X-synergy
is concerned with the privacy of on-line communications
and Web sites. In general, the Internet is neither more
nor less secure than other means of communication, including
mail, facsimile, and voice telephone service, all of which
can be intercepted and otherwise compromised. As a matter
of prudence, however, X-synergy urges its customers to assume
that all of their on-line communications are insecure. X-synergy
cannot take any responsibility for the security of information
transmitted over X-synergy's facilities.
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Customers
are required to use the Manhattan network responsibly. This
includes respecting the other customers of Manhattan. Manhattan
reserves the right to suspend and/or cancel service with any
customer who uses the Manhattan network in such a way that
adversely affects other Manhattan customers. While Manhattan
may monitor its service electronically to determine that its
facilities are operating satisfactorily, as a general practice,
Manhattan does not monitor its customers' communications or
activities to determine whether they are in compliance with
the TOU. However, when Manhattan becomes aware of any violation
of the TOU or other user agreements, Manhattan may take any
action to stop or correct such violation, including, but not
limited to, denying access to Manhattan's services and equipment
or to the Internet. In addition, Manhattan may take action
against a customer or a customer of such customer because
of the activities of such customer. Manhattan anticipates
that customers who offer Internet services will cooperate
with Manhattan in any corrective or preventive action that
Manhattan deems necessary. Failure to cooperate with such
corrective or preventive measures is a violation of Manhattan
policy and Manhattan reserves the right to take any such action
even though such action may affect other customers of the
Manhattan customer.
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The
failure by a customer to meet or follow any of the TOU is
grounds for account deactivation without notice and without
refund to you of any fees previously paid by you to Manhattan.
Manhattan
will be the sole arbiter as to what constitutes a violation
of the TOU. Manhattan reserves the right to remove any account
without prior notice and to refuse service to anyone at any
time. When Manhattan becomes aware of an alleged violation
of its TOU, Manhattan will initiate an investigation. During
the investigation, Manhattan may restrict a customer's access
in order to prevent further potentially unauthorized activity.
Depending on the severity of the violation, Manhattan may,
at its sole discretion, restrict, suspend, or terminate a
customer's account and/or pursue other civil remedies. If
such violation is a criminal offense, Manhattan will notify
the appropriate law enforcement authorities of such violation.
An unlisted activity may also be a violation of the TOU if
it is illegal, irresponsible, or constitutes disruptive use
of the services. Manhattan does not issue credits for outages
incurred through service disablement resulting from TOU violations.
Violators of the policy are responsible, without limitations,
for the cost of labor to rectify any damage done to the operation
of the network/services and business operations supported
by the network/services, and to respond to complaints incurred
by Manhattan.
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Manhattan
customers agree to protect, defend, hold harmless, and indemnify
Manhattan, any third party entity related to Manhattan (including,
without limitation, third party vendors), and Manhattan's
executives, directors, officers, attorneys, managers, employees,
consultants, contractors, agents, parent companies, subsidiaries,
and co-subsidiaries with the same parent company as Manhattan,
from and against any and all liabilities, losses, costs, judgments,
damages, claims, or causes of actions, including, without
limitation, any and all legal fees and expenses, arising out
of or resulting in any from the customer's use of Manhattan's
services.
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The
Manhattan service is provided on an as is, as available basis
without warranties of any kind, either express or implied,
including, but not limited to, warranties of merchantability,
fitness for a particular purpose or non-infringement. Manhattan
expressly disclaims any representation or warranty that the
Manhattan service will be error-free, secure or uninterrupted.
No oral advice or written information given by Manhattan,
its employees, licensors or the like, will create a warranty;
nor may you rely on any such information or advice. Manhattan
and its partners and suppliers will not be liable for any
cost or damage arising either directly or indirectly from
any transaction or use of the service.
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If
a customer becomes insolvent or any bankruptcy petition is
filed by the customer, or any third party against the customer,
Manhattan may immediately terminate provision of Manhattan's
services to the customer without prior notice or penalty.
Such customer consents to the grant of relief from any automatic
stay of proceedings against Manhattan in such event.
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TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT,
AND UNDER NO THEORY OF LAW OR EQUITY, WILL X-SYNERGY (INCLUDING,
WITHOUT LIMITATION, MANHATTAN'S EXECUTIVES, DIRECTORS, OFFICERS,
ATTORNEYS, MANAGERS, EMPLOYEES, CONSULTANTS, CONTRACTORS,
AGENTS, PARENT COMPANIES, SUBSIDIARIES, CO-SUBSIDIARIES WITH
THE SAME PARENT COMPANY AS MANHATTAN, AFFILIATES, THIRD-PARTY
PROVIDERS, MERCHANTS, LICENSORS, OR THE LIKE) OR ANYONE ELSE
INVOLVED IN CREATING, PRODUCING, OR DISTRIBUTING MANHATTAN'S
SERVICES, BE LIABLE FOR THE LOSS OF A DOMAIN NAME, OR ANY
BUSINESS OR PERSONAL LOSS, REVENUES DECREASE, EXPENSES INCREASE,
COSTS OF SUBSTITUTE PRODUCTS AND/OR MANHATTAN SERVICES, OR
ANY OTHER LOSS OR DAMAGE WHATSOEVER, OR FOR ANY CONSEQUENTIAL,
SPECIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES OF ANY KIND
ARISING OUT OF ANY USE OF, OR ANY INABILITY TO USE, ANY MANHATTAN
SERVICES EVEN IF MANHATTAN HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. MANHATTAN'S TOTAL CUMULATIVE LIABILITY, IF
ANY, TO CUSTOMER, OR ANY THIRD PARTY, FOR ANY AND ALL DAMAGES,
RELATED TO THE TOU OR MANHATTAN'S SERVICES, INCLUDING, WITHOUT
LIMITATION, THOSE FROM ANY NEGLIGENCE, ANY ACT OR OMISSION
BY MANHATTAN OR MANHATTAN'S REPRESENTATIVES, OR UNDER ANY
OTHER THEORY OF LAW OR EQUITY, WILL BE LIMITED TO, AND WILL
NOT EXCEED, THE ACTUAL DOLLAR AMOUNT PAID BY THE CUSTOMER
FOR THE SERVICES WHICH GAVE RISE TO SUCH DAMAGES, LOSSES AND
CAUSES OF ACTIONS DURING THE 3-MONTH PERIOD PRIOR TO THE DATE
THE DAMAGE OR LOSS OCCURRED OR THE CAUSE OF ACTION AROSE.
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Manhattan
may discontinue, upgrade, replace, modify, or change in any
way, without limitation, any software, application, program,
data, hardware, equipment, or portions or components thereof,
used to provide customers with Manhattan's services. Certain
changes to Manhattan's services may affect the operation of
customers' personalized applications and content. Each customer
is solely responsible, and Manhattan is not liable, for any
and all such personalized applications and content, except
as expressly agreed to by Manhattan.
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Except
where Manhattan has expressly agreed in writing to the contrary,
customers are solely and entirely responsible, and Manhattan
is in NO way responsible, for the management and backup of
all customer data, and all updates, upgrades, and patches
to any software that customers use in connection with Manhattan
services.
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Manhattan
makes a reasonable effort to provide customers with technologies,
developments, and innovations (collectively "Technologies"),
part of which may be licensed, or co-branded, from or by,
third party entities. However, Manhattan makes NO warranty
of any kind, either express or implied, regarding the quality,
accuracy, reliability, validity, or continued existence of
any or all aspects of such Technologies. Moreover, Manhattan
specifically disclaims all warranties of merchantability and
and fitness for a particular purpose for such Technologies.
Furthermore, no customer will hold Manhattan liable in any
way for the revocation of any license, which has been licensed
to Manhattan. The use of the Technologies obtained from or
through Manhattan, or any other referred third party, whether
directly or indirectly, is at the sole risk of customers.
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Any
mention of non-Manhattan products by Manhattan, its employees,
or any third party entity related to Manhattan is for information
purposes only and does not constitute an endorsement or recommendation
by Manhattan. Manhattan disclaims any and all liabilities
for any representation or warranty made by the vendors of
such non-Manhattan products or services.
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Customers
will not, withoutManhattan's express written consent, copy,
reproduce, republish, or otherwise use any material, in whole
or in part, that is located on Manhattan's Web site, and customers
will not use any of Manhattan's trademarks, service marks,
copyrighted materials, or other intellectual property without
Manhattan's express written consent. Customers will not, in
any way, misrepresent their relationship with Manhattan, attempt
to pass themselves off asManhattan, or claim that customers
are Manhattan.
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Customers
may not assign or delegate their rights or obligations under
the TOU or other agreement for Manhattan's services, either
in whole or in part, without the prior written consent of
Manhattan.
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Manhattan
customers must be at least 18 years of age. Any individual
under the age of 18 years ("Minor") must have a parent or
guardian accept the TOU in order for the Minor to become a
Manhattan customer. A parent or guardian who accepts the TOU
on behalf of a Minor will be primarily liable for ensuring
complete and proper compliance with the TOU, including the
timely and full payment of the charges for Manhattan services,
and such primary liability will continue even when the Minor
has attained the age of 18, unless the parent or guardian
obtains Manhattan's express written consent to the contrary.
Any acceptance of the TOU or any other agreement for Manhattan's
services will be deemed null and void to the extent that Manhattan
will not be liable in any way as a result of the Minor's age
or legal incapacity or the Minor's use of Manhattan's services.
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The
TOU, and any other agreement for Manhattan services, will
be governed by and construed in accordance with the laws of
Singapore without reference to its conflicts of laws principles.
Any litigation or arbitration between a customer and Manhattan
will take place in Singapore, and the customer will consent
to personal jurisdiction and venue in that jurisdiction. If
any provision or portion of the TOU or other Manhattan agreement
is found by a court of competent jurisdiction to be unenforceable
for any reason, the remainder of the TOU or the agreement
will continue in full force and effect.
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Manhattan
will not be liable for delays in its performance of the TOU
or Manhattan services caused by circumstances beyond Manhattan's
reasonable control, including acts of God, wars, insurrection,
civil commotions, riots, national disasters, earthquakes,
strikes, fires, floods, water damage, explosions, shortages
of labor or materials, labor disputes, transportation problems,
accidents, embargoes, or governmental restrictions (collectively
"Force Majeure"). Manhattan will make reasonable efforts to
reduce to a minimum and mitigate the effect of any Force Majeure.
Notwithstanding anything contained elsewhere herein, lack
of finances will not be considered an event of Force Majeure
nor will any event of Force Majeure suspend any obligation
of customers for the payment of money due.Waiver and Amendment
Any waiver, modification, or amendment of any provision of
the TOU or other agreement for Manhattan services, initiated
by a customer, will be effective only if accepted in writing
and signed by an authorized representative of Manhattan.
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Nothing
in this Agreement will be construed as creating a partnership
or relationship of employer and employee, principal and agent,
partnership or joint venture between Manhattan and its customers.
Each of Manhattan and its customers will be deemed an independent
contractor at all times and will have no right or authority
to assume or create any obligation on behalf of the other,
except as may be expressly provided herein.
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Wherever
in this TOU the masculine, feminine, or neuter gender is used,
it will be construed as including all genders, and wherever
the singular is used, it will be deemed to include the plural
and vice versa, where the context so requires. The division
of the TOU into sections/paragraphs, and the insertion of
headings/captions, are for convenience of reference only and
will not affect the construction or interpretation of the
TOU. Any rule of construction to the effect that any ambiguity
is to be resolved against the drafting party will not be applicable
in the construction or interpretation of the TOU.
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TOU, and/or any other specific agreement for Manhattan services,
constitutes the complete understanding and agreement between
Manhattan and its customers. Except when expressly agreed
to the contrary in signed writing by an authorized representative
of Manhattan, the TOU supersedes any other written (including
digitized/computerized) agreement, oral agreement, and/or
agreement by conduct. This TOU, and/or any other specific
agreement for Manhattan services is between Manhattan and
its customers only and will not confer any rights in any third
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B. All Manhattan
Customer Billing Policy
The following Terms of Use constitute Manhattan's Billing Policy and
apply to ALL Manhattan customers:
- Returned
(NSF) Checks
Manhattan charges a $25.00 fee for returned (NSF) checks.
Customers that issue an NSF check will be required to
submit future payments with a certified check or money
order.
- Credit
Card Chargebacks
A $25.00 chargeback fee will be assessed for each credit
card chargeback received by Manhattan.
- Bank
Wire Payments
Manhattan does NOT charge fees for accepting payment via
bank wire, however, international wire transfers may be
assessed a $20.00USD processing fee by an intermediary
bank in New York. In addition, your issuing bank may also
charge a fee for sending the wire. Please add these fees
to the amount that you are sending to Manhattan or the
amount credited to your account will be less than your
intended payment.
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Manhattan
has a zero tolerance policy for chargebacks. Any customer
who disputes a credit card payment is subject to a fine, suspension
and account termination at Manhattan's discretion. A charge
of $25.00 per chargeback will be assessed to all accounts
that receive a chargeback.
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| Manhattan's
policies and prices are subject to change without notice.
Any price changes become effective in the next billing cycle. |
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