Terms & Conditions
Last updated: March 21, 2019
Please read these Terms and Conditions ("Terms", "Terms and Conditions") carefully before using the U Say Systems Co., Ltd (“U Say” “Company” "us", "we", or "our") website and U Say Services (“Product”, "Service") operated by U Say.
Your (“Client”, “Customer”, “you”, “user”) access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.
By accessing or using the Website and/or Services you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service. Should you disagree with these Terms & Conditions you should promptly discontinue use of the Service.
U Say services provide corporate clients with the opportunity to receive survey responses from past and current customers, so as to gauge interest in an assortment of opportunities. Clients irrevocably consent and agree all survey materials shall be free of information that may identify a person’s self-identified gender identity, religion, political beliefs or affiliations, or encourage illegal or illicit activity.
Further, Clients irrevocably consent to and understand that Customers may request deletion of identifying information in order to protect their privacy. Clients will not oppose such deletion and fully consent to such privacy related assertions.
The Client shall use reasonable effort to prevent any unauthorized access to, or use of, the Service and, in the event of any such unauthorized access or use, promptly notify U Say.
U Say shall use reasonable effort to prevent unauthorized access to, use of, or loss of Client’s account and applicable data and shall notify Client promptly in event of a breach.
The Website and Service
You acknowledge and understand the purpose of Company’s website and services. In doing so you understand and consent to data you knowingly provide being encrypted and stored on local servers, in order for Company to provide for their contractual obligations to Clients.
Client agrees to not use the Service for illicit, illegal, or unethical practices. Client understands and consents that should Company become aware of illegal or dangerous behavior, they can and will report to the appropriate authorities.
Customer understands the purpose and nature of the business and consents to data that is knowingly provided to U Say may be utilized for retargeted marketing.
Client shall own all right, title and interest in and to all of the Client data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the data. The Service provides access to surveys, encrypts data, and does not interpret, modify, adjust, or tamper with the data in anyway shape or form, with the exception of deletion of personally identifying information when a legally valid request is made asserting a legal right to such deletion.
U Say shall follow its encrypting and archiving procedures for Client data. In the event of any loss or damage to Customer data, the Customer’s sole and exclusive remedy shall be for U Say to use reasonable effort to restore the lost or damaged Customer data from the latest back-up of such Customer data that may be available. U Say shall not be responsible for any loss, destruction, alteration or disclosure of Customer data caused by any third party.
Customer acknowledges and agrees that information may be transferred or stored outside of the country where the Customer is located in order to carry out the Service and U Say’s obligations under this agreement
U Say shall take appropriate technical and organizational measures against unauthorized or unlawful processing of the personal data or its accidental loss, destruction or damage.
U Say’s Obligations
Company undertakes that any Service and/or Website function will be performed in accordance with the stated purpose of the Service and with reasonable skill and care.
Company does not warrant that the Customer’s use of the Website and/or Service will be uninterrupted or error-free; or that the Service obtained by the Customer through the Services will meet the Customer’s expectations.
Company is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of media over communications networks and facilities, including the internet, and the Customer acknowledges that the Service may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
Disputes and Resolution
In the event of a dispute, the parties irrevocably consent and agree to first attempt reasonable and amicable negotiations in order to effectively resolve the terms of the dispute. Should such negotiations fail, then the parties agree to binding arbitration under the laws of the country of Thailand. U.S. citizens and E.U. residents irrevocably consent and agree to submit to binding arbitration and to the laws of Thailand.
Costs of such dispute and/or arbitration shall be split between the parties, save for attorney’s fees. In such instance, each party irrevocably consents and agrees to bear their respective attorney’s costs.
The parties agree that damages shall be limited solely to real damages. Both parties irrevocably consent and agree to forfeit punitive damages, statutory allowable damages in excess of real and actual damages, and shall seek resolution of differences in real and readily identifiable damages.
Each party irrevocably agrees that the national court of Thailand shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation, in the event that the arbitration portion of the Disputes clause is held to be unlawful or unenforceable.
The Customer acknowledges and agrees that Company owns all intellectual property rights in the Website & Service. Except as expressly stated herein, this agreement does not grant the Customer any rights to, or in, patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Services.
Company confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
The Customer shall indemnify and hold harmless Company, Company’s agents, employees, contractors, and representatives, against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Website and/or Service.
The Customer shall indemnify Company against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by Company arising out of or in connection with any claim made against Company for actual or alleged infringement of a third party’s intellectual property rights, actual or alleged defamation, or otherwise, arising out of or in connection with use of the Service by Customer.
Customer assumes sole responsibility for the use of the Service. Company shall have no liability for any damage caused by errors in connection with the Service, or any actions taken by Company at the Customer’s direction.
All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement, further, the Service is provided to the Customer on an “as is” basis.
Term and Termination
These Terms shall commence on access of the Service and end upon Customer opt-out of the Service.
Entirety of Agreement
This Agreement shall serve as the full and complete agreement between the Parties and, with one exception, supersedes any and all prior discussions, promises, or representations. The aforementioned exception is in regards to any and all U Say corporate client who has signed a Services Agreement, in which case such agreement shall supersede and control such terms, rights, and responsibilities of the parties.
If any provision or part of a provision of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Thailand and each party irrevocably consents and submits to the jurisdiction of the Thailand court system.
Links To Other Web Sites
Our Service may contain links to third-party web sites or services that are not owned or controlled by U Say.
U Say has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. Customer further acknowledges and agrees that U Say shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.
Third Party Rights
The provisions of this Terms & Conditions are between Customer and U Say and are not intended to confer a benefit on, or to be enforceable by, any person who is not a party to this Agreement.
Any notice required to be given pursuant to this Agreement shall be in writing, and shall be sent by first class mail with tracking to the other party. Correctly addressed notices sent with tracking shall be deemed to have been delivered 72 hours after posting or when such tracking number confirms delivery.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least 14 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
If you, the customer, have any questions about these Terms, please contact us at info (at) usaysystems (dot) com.
U Say Systems Co.,Ltd.
281/19-23 The Work Loft,
3rd – 6th Floor, Soi Silom 1
Silom Road., Silom Sub-District,