TERMS OF USE | FlareDash

These Terms of Use (these “Terms”) set forth the rights and obligations of Flare (Thailand) Co., Ltd and you in relation to your use of our “Flare Dash” service (“Service”). Please read them carefully before starting use of the Service. These Terms govern your access and use of the Service. In order to use the Service, you must agree to these Terms. If you do not agree to these Terms, you may not use the Service.

Article 1. General Provisions

1.1　These Terms set forth conditions regarding the use of the Service and form a binding agreement in relation to the use of the Service (“Service Agreement”) between Master User (as defined in Article3) and Flare (Thailand) Co., Ltd, a corporation organized and existing under the laws of Thailand, having its head office at 496-502 Amarin Building, 9th Floor. Unit No.2, 2.1 Phloen Chit Rd, Lumphini, Pathum Wan District, Bangkok 10330 (“Flare” or “we”). All Users (as defined in Article3) shall comply with these Terms upon the use of the Service.

1.2　The Individual Provisions (as defined in Article3) are incorporated herein by reference and become a part of the Service Agreement. If there is any conflict between these Terms and Individual Provisions, Individual Provisions prevail.

1.3　If an individual who belongs to a certain organization applies for and uses the Service on behalf of the organization (including legal entities), the individual is deemed to have an authority to consent to these Terms and execute the Service Agreement with us on behalf of the organization; in such case, the organization is a party to the Service Agreement and shall comply with these.

Article 2. Modification, Amendment, or Addition

2.1　We may, at our sole discretion, modify, amend, or add provisions to these Terms and Individual Provisions from time to time.

2.2　In the event of any modifications, amendment, or addition in these Terms, we will notify User of those modification, amendment, or addition by posting on our website or the Service, or other means determined by us.

2.3　If, after we notify User of those modification, amendment, or addition, User uses the Service or does not terminate the Service Agreement within the term specified by us (if any), such User is deemed to have agreed to those modification, amendment, or addition of these Terms.

Article 3. Definition

3.1　In these Terms, the following words and terms have the following meanings, unless otherwise provided herein:

(a) “Master User(s)” means an individual or entity who has agreed with these Term and executed the Service Agreement with us;

(b) “Sub-User(s)” means an individual who is designated by Master User as a user of the Service belonging to the Master User, in a manner designated by us;

(d) “Individual Provisions” mean any provisions, application forms, contracts, and any other documents distributed or posted by us that are separately agreed between you and Flare;

(e) “Intellectual Property Rights” mean patent rights, utility model rights, design rights, trademark rights, copyrights (including the rights of translation and adaptation and the rights of the original author in the exploitation of a derivative work), and any other intellectual property rights, domestic and international, including the rights to register these rights;

(f) “Personal Data” means information that can directly or indirectly identify an alive individual as set forth in Thailand Personal Data Protection Act.

Article 4. Registration for Use

4.1　Any person or entity who desires to use the Service as a Master User (“Applicant”) needs to apply for registration of Master User in a manner designated by us. Upon the registration, an Applicant shall agree to comply with these Terms and Individual Provisions and provide all information required by us (“Registration Information”). An Applicant shall not provide us with false information.

4.2　If we approve an Applicant’s application for the registration of Master User, we notify the Applicant of our approval. Provided, however, we may, at our sole discretion, determine whether we approve the application. Even though an Applicant’s application is unapproved, we are not required to disclose to the Applicant the reason thereof.

4.3　The Service Agreement between Mater User and us becomes effective at the time of notice of our approval to Mater User (“Effective Date”).

4.4　If there is any error or change in Registration Information, Master User shall, at its own responsibility, promptly notify us of the error or change or correct or amend it by itself in a manner designated by us. Master User shall be solely responsible for any loss or damage incurred due to any falsity, error, or omission, or failure of change in Registration Information; we are not liable in any way for such loss or damage.

4.5　Master User shall provide us with materials relating to Registration Information upon our request.

Article 5. Term

5.1　The Service Agreement is valid for [1] year commencing from the Effective Date, unless earlier terminated pursuant to the provisions provided herein.

5.2　The Service Agreement will be automatically extended for additional term of [1] year, unless either Flare or Master User notifies the other party of its unwillingness to extend the term in a manner designated by us at least [30] days prior to the expiry of the Service Agreement; the same will apply thereafter.

Article 6. Registration of Sub-User

6.1　Master User may register Sub-User in a manner designated by us with necessary information regarding Sub-User as specified by us (“Sub-User Information”).

6.2　If there is any error or change in Sub-User Information, Master User shall, at its own responsibility, promptly correct or amend it by itself in a manner designated by us. Master User shall be solely responsible for any loss or damage incurred due to any falsity, error, or omission, or failure of change in Sub-User Information; we are not liable in any way for such loss or damage.

6.3　Master User shall assure that Sub-Users comply with their obligations specified herein. Master User hereby acknowledges and agrees that Sub-Users’ breach of such obligations is deemed as Master User’s breach of its obligations hereunder. Moreover, if we find any Sub-User’s breach, we may, at its sole discretion, suspend or terminate the Sub-User’s use of the Service.

Article 7. Use of the Service

7.1　During the term of the Service Agreement, User is entitled to use the Service in accordance with these Terms. The contents of the Service in each plan are as specified in the materials separately provided by us or other Individual Provisions.

7.2　Master User may change the plan of the Service at any time during the term of the Service Agreement. When the Master User applies to change the plan by the [20th] of a month, the new plan will be applied from the next day of the application date. When Master User applies to change the plan after the [20th] of a month, the changed plan will be applied from the [1st] of the month following the month which includes the application date.

7.3　User shall, at its own responsibility and expense, prepare and maintain the environment necessary for the use of the Service, including hardware, software, the Internet connection, and security.

7.4　User acknowledges and agrees that we may require User to satisfy certain conditions designated by us for the use of the whole or a part of the Service.

Article 8. Account

8.1　User shall keep and safeguard its own ID, password, and other information related to its account at its own responsibility and be liable for taking all actions to prevent unauthorized or wrongful use thereof.

8.2　User shall not lend to, share with, or transfer or assign to, any third party, or otherwise cause any third party to use, its own accounts.

8.3　When we confirm the match of User’s ID and password, we may deem that User, as a holder of the account, uses the Service. User shall be solely responsible for any loss or damage arising from its deficiencies in management, inappropriate use, or use by third parties, of its account; we are not liable in any way for such loss or damage.

8.4　In the event User discovers an unauthorized use of its own account by any third party or a possibility thereof, User shall immediately notify us of that.

Article 9. User’s Information

9.1　We will treat any Personal Data and other information which is provided by User or we collect upon the use of the Service in accordance with the provisions of the Privacy Policy separately established by us; User hereby agrees to such treatment of the Personal Data and other information.

9.2　Master User agrees to the use of your company name and logo for marketing purposes on our website, promotional materials, and other media.

Article 10. Service Fee

10.1　Master User shall pay to us fees for the Service (“Fee”), in accordance with the conditions such as amount, payment method, due date, and other related conditions prescribed in as specified in the materials separately provided by us or other Individual Provisions.

10.2　Any Fee which is charged on a monthly basis will be charged from the date on which the Service has become usable (“Chargeable Date”).

10.3　In the case of a plan change, the Fee for the plan before the change and changed plan shall be charged on a pro-rata basis, with the base date which is the effective date of the changed plan as specified in Article7.2.

10.4　We may, at its sole discretion, modify the amount of the Fee, payment method, and other related conditions from time to time; in the event of any modifications, we will, in advance, notify the Master User of it or publish the modifications in a manner determined by us.

10.5　If User fail to make any payment hereunder within the due date, User shall be responsible for overdue interest, to the fullest extent permitted by applicable law, on such overdue amount at the rate of [15%] per annum (calculated on a basis of 365 days per year) for the period from the following day of the due date up to and including the date of actual payment in full.

Article 11. Prohibited Acts

11.1　In course of using the Service, User shall not conduct any of the following acts:

(a) acts to violate or be likely to violate any applicable laws or regulations, court’s judgments, decisions, or orders, or mandatory administrative measures;

(b) acts to be or be likely to be against public orders and morals;

(c) acts to infringe or to be likely to infringe Intellectual Property Rights, privacy rights, or other rights or benefits of us, other Users, or any third party;

(d) acts of using or causing any third party to use the Service outside the scope approved by these Terms;

(e) acts of reverse engineering, decompiling, disassembling, modifying, or transforming the Service, attempting to decode the source code, or other analytical acts;

(f) acts of placing an excessive burden on the network, servers, or system in connection with the Service;

(g) acts of unauthorized or improper access to the system of the Service, improper rewriting or delete of information accumulated in our facilities, or any other acts to damage or be likely damage to us;

(h) acts of uploading on the Service any information that falls under or that we determine to fall under any of the followings;

Ⅰ　Personal Data that User is not lawfully and duly authorized to acquire or upload onto the Service with due process;

Ⅱ　information that User has no legitimate rights or licenses;

Ⅲ　information obtained by illegal or unethical methods;

Ⅳ　information including computer viruses or other harmful programs;

Ⅴ　information that contains excessive violent or cruel content;

Ⅵ　information similar to the above;

(i) acts of providing benefits to criminals, crime organizations, or members thereof through the Service;

(j) acts to be contrary to the purposes of these Terms or the objectives of the Service including, without limitation, acts to use the Service for the purpose of sale, distribute, or development of other services or products;

(k) acts to provide any service or product similar to the Service or to be involved in provisions of such similar service or product by any third party;

(l) acts to violate the agreements of the affiliate services in alliance with us;

(m) acts to, directly or indirectly cause, initiate, or facilitate any of the foregoing acts;

(n) any other acts that we deem to be inappropriate.

Article 12. Modification and Discontinuation of the Service

12.1　We reserve the right to modify, amend, or add whole or a part of the contents of the Service at any time, without any prior notice to User.

12.2　We may, without any prior notice to User, temporarily discontinue to provide the Service, in whole or in part, if any of the following events occur:

(a) regular or urgent maintenance or repair of the hardware, software, communication equipment, or other related equipment or systems regarding the Service that is deemed necessary by us;

(b) system overload due to excessive access or other unexpected factors;

(d) telecommunications carriers do not provide their services;

(e) it becomes difficult to provide the Service due to Force Majeure (as defined in Article20);

(f) we are required to discontinue to provide the Service by laws or regulations, judgments, decisions, or orders of court, or mandatory administrative measures;

(g) any other events similar to any of the preceding items.

12.3　We reserve the right to cease to provide the Service at its sole discretion. In the event we discontinue the whole of the Service, we will notify User of it [3] months in advance in a manner deemed appropriate by us, except for emergency cases.

12.4　We are under no circumstances liable for any damages incurred by User arising out of any modification, amendment, or addition of the contents of the Service, or the discontinuation of the Service pursuant to this Article.

Article 13. Confidentiality

13.1　User shall maintain in confidence and safeguard all information which is disclosed by us or obtained by User in connection with the Service and designated as confidential or secret by us (“Confidential Information”).

13.2　User shall utilize the Confidential Information solely for the purpose of using the Service and performing its obligation hereunder. User shall not disclose it to any third party without our prior written consent.

Article 14. Suspension and Termination

14.1　We may, without any prior notice to User, (i) temporarily suspend or limit its use of the Service or (ii) delete information, in whole or in part, provided by User on the Service (collectively, "Suspension of Use"), if User falls or is considered by us to fall under any of the followings:

(a) User fails to comply with any of the provisions of these Terms;

(b) any of Registration Information provided to us, in whole or in part, is found to be false;

(c) Master User fails to make any payment hereunder on the due date and do not resolve such delay within [7] days from our request;

(d) any unauthorized payment regarding the Service is found;

(e) Master User becomes unable to make payments for its obligations or insolvent, or Master User is suspended the payment;

(f) Master User files a petition or has a petition filed against it by any person or entity for bankruptcy, corporate rehabilitation, civil rehabilitation, sale by public auction, special liquidation, or similar procedure;

(g) significant deterioration in creditworthiness or significant changes in Master User’s business operations affecting creditworthiness occurs;

(h) a resolution for dissolution, a merger, partition of business, or other fundamental change of the business structure has been made in Master User;

(i) User does not respond to inquiries from us or other communications requiring User’s response for [30] days or more;

(j) User is or has been subject to the Suspension of Use;

(k) we determine that User is or is likely to be a criminal, a crime organization or a member thereof, or engaged in any exchange or involvement with, providing benefits to, or otherwise cooperating or involved in the maintenance, operation, or management of a crime organization;

(l) we determine that there is a circumstance similar to any of the preceding items.

14.2　If User falls under or we determine that User is likely to fall under any of the items prescribed in the preceding paragraph, we may, without any prior notice, terminate the Service Agreement with such User and/or Master User.

14.3　User will not be relieved of any and all obligations and liabilities accrued under these Terms even after the Suspension of Use or termination of the Service Agreement.

14.4　Upon the occurrence of one or more of the events prescribed in Article14.1, all unpaid amounts owed to us by User become immediately due and payable; User shall immediately pay to us such amounts in full.

14.5　Under no circumstances are we liable or responsible for any losses or damages incurred by User arising out of the Suspension of Use or termination of the Service Agreement pursuant to Article14.1 and Article14.2.

Article 15. Ownership of Rights

15.1　User hereby acknowledges that any and all Intellectual Property Rights and other rights and titles in relation to the Service and any information and data which we provide to User relating to the Service Agreement belong to us (or our licensor) and that we in no way grant User these titles or rights, unless otherwise expressly provided herein.

15.2　All titles and rights, including Intellectual Property Rights, in relation to information or data that User provides to us upon the use of the Service belong to User (or its licensor) (“User's Property”); provided, however, User hereby irrevocably agrees that User grants us the right to indefinitely utilize the User's Property in any way, including, without limitation, reproduction, public transmission, rent, modification, translation, adaptation, sublicense, and exploitation of a derivative work, for the purpose of conducting our businesses, unless otherwise provided herein.

15.3　User hereby agrees not to claim, assert, or exercise against us any Intellectual Property Rights and other rights, including authors’ moral rights, with regard to our utilization of such User's Property prescribed Article 15.2.

Article 16. Service Level

16.1　We assure that the Service would work under the environment separately specified by us in the Individual Provisions. Provided, however, such assurance is applicable on the conditions that User keeps the Service up to date. User shall update and maintain the software necessary for using the Service in the latest version at its own responsibility.

16.2　User may make any inquiry in connection with the Service via means designated by us during the business hours specified by us; provided, however, we might be unable to answer depending on the content of the inquiry. We are not responsible for the completeness, accuracy, certainty, and usefulness of our answer.

Article 17. Disclaimer of Warranty

17.1　WE DISCLAIM ANY WARRANTY, EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, BENEFIT THAT USER MIGHT EXPECT, FUNCTIONALITY, MERCHANTABILITY, USEFULNESS, COMPATIBILITY, COMPLETENESS, INTEGRITY, ACCURACY, CONTINUITY, RELIABILITY, OR UTILITY, AVAILABILITY, ACCESSIBILITY, LEGALITY, OR THE ABSENCE OF SECURITY FLAWS, NON- ERRORS, NON-BUGS, NON-VIRUS, OR OTHER DEFECTS, AND NO INFRINGEMENT OF THIRD PARTIES’ RIGHTS IN THE CONTENTS AND OTHER INFORMATION PROVIDED THROUGH THE SERVICES, UNLESS OTHERWISE EXPRESSLY PROVIDED BY US.

17.2　We are not liable to User and/or any third party for any claims, damages, losses, expenses, costs, or any liabilities, including, without limitation, any indirect damages, loss of profits, or business interruption, arising out of or in relation to User’s use of the Service, to the extent permissible by applicable laws, unless those arises due to our intentional or gross negligent conduct.

17.3　If a dispute arises with any third party in connection with the use of the Service, User shall promptly notify us of details of the dispute and resolve such dispute at its own cost and responsibility. If we deal with the complaints from or dispute with any third party in relation to User, such User shall compensate us for any damages, losses, and expenses incurred by us due to the dispute.

17.4　We provide no guarantee of the completeness of the restoration of data backed up by us. We assume no responsibility for any damage occurred by loss of information or data regarding User’s use of the Service. User shall back up all the information or data at its own responsibility.

Article 18. Indemnification

18.1　User shall defend, indemnify and hold us harmless, to the extent permissible by applicable laws, from and against any and all actions, liabilities, obligations, damages, and losses including, without limitation, settlement costs, attorneys’ fees, litigation costs, and other reasonable expenses, arising out of (i) User’s breach or default of any provision hereof and/or (ii) User’s intentional or negligent act in relation to the use of the Service.

18.2　User hereby acknowledges and agrees that a breach of User’s obligations hereunder might cause irreparable harm to us and that the remedy or remedies at law for any such breach might be inadequate, and that, in the event of such breach, in addition to all other available remedies, we are entitled to an injunction restraining any breach and requiring immediate and specific performance of the obligations.

Article 19. Limitation of Liability

19.1　In the event we are obligated to compensate to User for damages, losses, or expenses pursuant to applicable laws, our total liability on any claim, whether in contract, tort or otherwise, arising out of or in relation to these Terms in no event exceeds the total amount of the payment actually paid by Master User to us under these Terms during the most recent [6] months period preceding the event giving rise to the damages relating such claim, except for our intentional or gross negligent conduct.

19.2　Notwithstanding anything contained herein, we are in no event liable for incidental, consequential, indirect, or special damages, including, without limitation, damages for loss of revenue and punitive damages, even if we are notified of the possibility of such damages.

Article 20. Force Majeure

We are not liable for any delay or failure in the performance of any obligation under the Service Agreement in the event that such delay or failure caused by force majeure (“Force Majeure”), including but not limited to, acts of God, war, threat of war, warlike conditions, hostilities, mobilization for war, blockade, embargo, detention, revolution, riot, port congestion, looting, strike, lockout, plague or other epidemic, destruction or damage of goods or premises, fire, typhoon, earthquake, flood or accident, or acts of governmental or quasi-governmental authorities or any political subdivision or department or agency thereof not due to our fault, or shortage or curtailment of any labor, material, transportation, or utility not due to our fault, or any labor trouble at the place of our business or our suppliers, or any other cause beyond our control.

Article 21. Effect of Termination

21.1　Upon the termination of the Service Agreement for any reason, User shall forfeit all of the right in relation to use of the Service.

21.2　Upon the termination of the Service Agreement, all unpaid amounts owed to us by User become immediately due and payable; User shall immediately pay to us such amounts in full.

21.3　User acknowledges and agrees that we are not required to retain any information or data provided by User or collected by us upon the use of the Service after termination of the Service Agreement.

Article 22. Survival

Article9, Article10.4, Article13, Article15, Article17, Article19, Article22, Article23, Article24, Article29 and any other provisions that, by their nature or terms, are intended to survive will survive the expiration or termination of the Service Agreement for any reason.

Article 23. Notice

23.1　Unless otherwise provided herein, we may give to User a notice or any other communications from us concerning the Service by posting on the Service or the website operated by us, email, or in other manner determined by us.

23.2　Unless otherwise provided herein, User shall give to us a notice, inquiry, and other communications relating to the Service in other manner designated by us.

23.3　Contents, business hours, or other details of our supports relating to the Service are separately determined by us.

Article 24. No Assignment

24.1　In no event may User sell, assign, or otherwise, by merger or by corporate divide, mortgage, pledge, or otherwise encumber, or deal with, this Service Agreement or any right or obligation hereunder, in whole or in part, to any third party without our prior written consent. Any attempt to do so in contravention of this Article is void and of no force and effect.

24.2　User hereby agrees that if we assign or transfer our business in relation to the Service to a third party (“Business Assignment”), we may transfer any and all of our titles, rights, and obligations hereunder and all information obtained by us in relation to the Service to the third party. For the avoidance of doubt, the Business Assignment includes the comprehensive succession due to the merger, company split, or other rehabilitation in which we become a disappearing company or a splitting company.

Article 25. Waiver

Our failure at any time to require User’s performance of any responsibility or obligation hereunder in no way affects the full right to require such performance at any time hereafter. Nor do our waiver of a breach of any provision hereof constitute a waiver of any succeeding breach of the same or any other provision hereof or constitute a waiver of the responsibility or obligation itself.

Article 26. Severability

If any provision of these Terms is deemed illegal, invalid or unenforceable in any jurisdiction, such provision is deemed null and void, but these Terms remains in force in all other respects.

Article 27. Headings for Reference Only

All headings used in these Terms are inserted for convenience only and are not intended to affect the meaning or interpretation of these Terms or any clause or provision herein.

Article 28. Controlling Language

These Terms is drawn up in the English language. These Terms might be translated into any language other than English; provided, however, the English text prevails in any event.

Article 29. Governing Law and Jurisdiction

29.1　The Service Agreement is governed and construed in accordance with the laws of Thailand, without regard to its conflict of law rules.

29.2　Flare and User hereby consent to and confer the exclusive jurisdiction upon the court located in Bangkok over all action or proceedings arising out of or relating to the Service Agreement.

Established on [07th October ,2020]

Amended on [23/February/2021]