Effective Date: Nov 14 , 2018
www.manatal.com is a service brought to you by Manatal.Co.Ltd. These Terms and Conditions govern all content, services and/or products available on or through our website and applications (collectively, the “Manatal Services”).
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY REGISTERING FOR, ACCESSING, BROWSING, AND/OR OTHERWISE USING THE MANATAL SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT ACCESS, BROWSE OR OTHERWISE USE THE MANATAL SERVICES.
Entering into these Terms and Conditions with Manatal
The use of the Manatal Services is subject to acceptance of these Terms and Conditions. To accept these Terms and Conditions, a person must have the legal capacity to do so. In the case of an individual, the individual must be at least 18 years of age. In the case of a legal entity, the entity must be duly incorporated and in good standing in its jurisdiction of domicile and the person accepting must have the corporate authority to accept these Terms and Conditions.
You may not, without Manatal’s prior written consent, access the Manatal Services:
for reproduction purposes;
if you are a competitor of Manatal;
to monitor the availability, performance or functionality of the Manatal Services; or
for other benchmarking or competitive purposes.
Manatal can terminate your use of the Manatal Services for any of the above reasons, or any other reason, or no reason at all, at Manatal’s sole discretion. If you accessed Manatal Services for the reasons stated above, Manatal may take legal actions for compensations.
Modifications to Terms and Conditions
Manatal reserves the right, at its sole discretion, to change, modify, add, or remove portions of these Terms and Conditions at any time. Your continued use of the Manatal Services after such changes have been posted constitutes your binding acceptance of such changes. Such amended Terms and Conditions will automatically be effective upon the earlier of (i) your continued use of the Manatal Services, or (ii) 30 days from posting of such modified Terms and Conditions on or through the website.
Using the Manatal Services
Establishing an Account. Certain features, functions, parts or elements of the Manatal Services can be used or accessed only by holders of an account. The person who wishes to create an account must:
complete the sign-up form; and
accept these Terms and Conditions.
Each customer may have only one account. If several persons need to use an account on behalf of customer, the customer must designate such persons as additional users. The Customer and any user associated with an account must provide Manatal with true, accurate, current, and complete information about the users and keep such information up to date. Each user shall be subject to the restrictions set forth in these Terms and Conditions.
If the customer has designated additional users, such users will be deemed to be authorized to act on behalf of the customer when using the account. Manatal is not responsible for and shall have no liability for verifying the validity of the authorization of any user. If Manatal is not certain if a user has been granted an authorization, Manatal may, in its sole discretion, prevent such user from accessing the Manatal Services.
Logging into an Account
Manatal shall provide each customer with a username and password to be used to log into its account. These credentials must not be used by multiple persons. If a customer has designated several users, each user will be provided with separate credentials. The customer and each of its users are responsible for keeping confidential all credentials associated with an account. The customer must promptly notify Manatal:
of any disclosure, loss or unauthorized use of any login credentials;
of a user’s departure from the customer’s organization;
of a change in a user’s role in the customer’s organization;
of any termination of a user’s right for any reason.
Uploading Data. If the customer uploads set of data, such data and any processing of such data must be in compliance with these Terms and applicable law. All rights, title and interest in and to the customer data belong to the customer or third persons (including users, persons and organizations) whether posted and/or uploaded by the customer or made available on or through the Manatal Services by Manatal. By uploading customer data, customer authorizes Manatal to process the customer data. The customer is responsible for ensuring that:
-the customer and any of the users associated with the account do not create, transmit, display or make otherwise available any customer data that violates the terms of these Terms and Conditions, the rights of Manatal, other customers or users, persons or organizations or is harmful (for example viruses, worms, malware and other destructive codes), offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, hateful or otherwise unlawful; and
-the customer and all of the users associated with the account have the necessary rights to use the customer data, including to process it.
No Guarantee of Accuracy. Manatal strongly recommends that you think carefully about what you transmit, submit or post to or through the Manatal Services. You understand that all information contained in customer data is the sole responsibility of the person from whom such customer data originated. This means that Customer, and not Manatal, is entirely responsible for all customer data that is uploaded, posted, transmitted, or otherwise made available through the Manatal Services.
Unlawful Customer Data. Manatal is not obliged to pre-screen, monitor or filter any customer data or acts of its processing by the customer in order to discover any unlawful nature therein. However, if such unlawful customer data or the action of its unlawful processing is discovered or brought to the attention of Manatal or if there is reason to believe that certain customer data is unlawful, Manatal has the right to:
-notify the customer of such unlawful customer data;
-deny its publication on the website or application;
-demand that the customer bring the unlawful customer data into compliance with these Terms and Conditions and applicable law;
-temporarily or permanently remove the unlawful customer data from the website or account, restrict access to it or delete it.
In the event Manatal believes in its sole discretion customer data violates applicable laws, rules or regulations or these Terms and Conditions, Manatal may remove such customer data at any time with or without notice.
Compelled Disclosure. Manatal may disclose a customer’s confidential information to the extent compelled by law to do so. In such instance, Manatal will use commercially reasonable efforts to provide customer with prior notice of the compelled disclosure (to the extent legally permitted) and customer shall provide reasonable assistance, at its cost, if customer wishes to contest the disclosure. If Manatal is compelled by law to disclose customer’s confidential information as part of a civil proceeding to which Manatal is a party, and customer is not contesting the disclosure, customer will reimburse Manatal for its reasonable cost of compiling and providing secure access to that confidential information.
Use of the Manatal Services. Subject to these Terms and Conditions, and the payment of the applicable service fee, Manatal grants customer and its authorized users a non-exclusive, non-transferable, non-sub-licensable license to use the Manatal Services to:
-collect, store and organize customer data, such as add new persons and organizations, generate reports based on customer data, add products to be offered for sale to persons and organizations; add new users and grant them authorizations, assign activities to a particular user;
-modify and delete customer data;
-customize the standard features of the Manatal Services;
-receive reasonable help and guidance and from Manatal regarding the use of the Manatal Services.
Manatal shall provide reasonable technical support to customer and its authorized user at the reasonable request of the customer. Manatal shall respond to enquiries of support from a customer utilizing the contacts set forth below as soon as reasonably possible. Responding to enquiries of customers and users who have accepted these Terms and Services but do not have an Account may be less expedient, or may not occur at all.
The contacts for all enquiries of support are:
Modifications to Service
Manatal reserves the right to modify the Manatal Services or any part or element thereof from time to time without prior notice, including, without limitation:
-rebranding the Manatal Services at its sole discretion;
-ceasing providing or discontinuing the development any particular Manatal Service or part or element of the Platform temporarily or permanently;
-taking such action as is necessary to preserve Manatal’s rights upon any use of the Manatal Services that may be reasonably interpreted as violation of Manatal’s intellectual property rights, distribution of Internet viruses, worms, Trojan horses, malware, and other destructive activities or illegal activity.
If the customer does not accept the modification, the customer shall notify Manatal. The customer’s continued use of the Manatal Services, or any part or element thereof, after the effective date of a modification shall indicate its consent to the modifications. Manatal shall not be liable to the customer or to any third person for any modification, suspension or discontinuance of the Manatal Services, or any part thereof.
Data Processing Contract
Subject matter and nature of processing. Manatal provides the platform where the customer, as the data controller, can collect, store and organize the personal data of data subjects determined by the customer. The Platform has been designed to work as a recruitment software tool but, to the extent not regulated by these Terms and Conditions, the customer decides how they use the Platform. Level of data usage is related with the package subscribed by the customer and follow limitations.
Duration. Manatal will process data on behalf of the customer until the termination of the Manatal Services in accordance with these Terms and Conditions. Upon termination, Manatal will store the customer’s data for a period of six months, should the customer wish to reopen the account to resume the use of the Manatal Services. By default, Manatal does not offer data extraction or export solutions.
Parties’ rights and obligations
Manatal ensures that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. Manatal undertakes to make available to the controller all information necessary to demonstrate compliance with their obligations and to allow for and contribute to audits, including inspections, conducted or mandated by the customer as the data controller. This will be provided at the customer expense.
Prohibited Activities. Customer and its authorized users may use the Manatal Services and any part or element thereof only in the scope, with the means and for purposes as identified in these Terms and Conditions and applicable law. By way of example, neither the customer nor any user may:
-use the Manatal Services or any part or element thereof to commit a crime, breach any applicable law or entice or invite others to carry out such illegal actions;
-copy, duplicate, distribute, modify, adapt, hack, create derivative works, reverse engineer or decompile the Manatal Services or any part or element thereof, or attempt to extract the source code thereof, unless (i) it is expressly allowed under applicable law, and (ii) to the extent that Manatal is not permitted by that applicable law to exclude or limit the foregoing rights;
-use the Manatal Services or any part or element thereof unless it has agreed to these Terms and Conditions.
Certain Uses Require Manatal Consent. The customer or any user may not, without Manatal’s prior express written consent (e-mail, WhatsApp, Skype, etc.):
-sell, resell, lease, license, sublicense, distribute, provide, disclose, divulge, exploit or otherwise grant Access or make the Manatal Services available in whole or in part to any third persons, unless such third person is another authorized user of the same customer;
-use the Manatal Services or any part or element thereof in a scope, with means or for purposes other than those for which their functionality was created;
-use the Manatal Services or any part or element thereof by means of programs that send them automatic enquiries or requests, unless such program has been made available by Manatal;
Intellectual Property Rights
Manatal’s Intellectual Property Rights in the Manatal Services. The Manatal Services, Manatal Materials (defined as the visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the Manatal Services, Manatal and Manatal trade names and trademarks, and any parts or elements thereof are solely and exclusively owned and operated by Manatal and its third-party vendors and hosting partners) are protected by copyright, trade dress, patent, trade secrets, and trademark laws, international conventions and treaties, and all other relevant intellectual property and proprietary rights laws. Manatal, its affiliates and licensors retains all right, title and interest in such Manatal Services, Manatal Materials, Manatal and Manatal trade names and trademarks, and any parts or elements. Your use of the Manatal Services and Manatal Materials, and any parts or elements does not grant to you any ownership right or intellectual property rights therein. Any commercial or promotional distribution, publishing or exploitation of the Manatal Materials is strictly prohibited unless you have received the express prior written permission from Manatal or the otherwise applicable rights holder. Manatal reserves all rights to the Manatal Services, Manatal Materials and Manatal trade names and trademarks not expressly granted in the Terms and Conditions.
Content Owned by Manatal
Subject to these Terms and the payment of the applicable service Fee, Manatal grants customer and its authorized users a non-exclusive, non-transferable, non-sub-licensable license to download a single copy of any part of the content solely for your personal, non-commercial use if you retain all copyright and proprietary notices that are contained in such part of the content. You expressly acknowledge that you do not acquire any ownership rights by downloading any copyrighted material from or through the Platform or the Manatal Services. You shall not copy, distribute or publish any Content or any information obtained or derived therefrom except as permitted on or through the Manatal Services or as otherwise permitted by applicable law.
Customer is solely responsible for its own customer data and the consequences of posting, copying or publishing them on or through the Manatal Service. In connection with customer data, customer affirms, represents, and warrants that:
- customer either owns its customer data or has the necessary licenses, rights, consents, and permissions to use and authorize Manatal to display or otherwise use the customer data under all patent, trademark, copyright, trade secrets, or other proprietary rights in and to your customer data in a manner consistent with the intended features of the Manatal Services and these Terms and Conditions, and to grant the rights and license set forth above, and
- customer data, Manatal’s or any Manatal licensee’s use of such customer data pursuant to these Terms and Conditions, and Manatal’s or any Manatal licensee’s exercise of the license rights set forth above, do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) violate any applicable law or regulation anywhere in the world; or (c) require obtaining a license from or paying any fees and/or royalties by Manatal to any third party for the performance of any Manatal Services customer has chosen to be performed by Manatal or for the exercise of any rights granted in these Terms and Conditions, unless customer and Manatal otherwise agree.
Third-Party Sites, Products and Services
The Manatal Services may include links to other websites or services (“Linked Sites”) solely as a convenience to customers. Unless otherwise specifically and explicitly indicated, Manatal does not endorse any such Linked Sites or the information, material, products, or services contained on or accessible through Linked Sites. Furthermore, Manatal makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through Linked Sites. ACCESS AND USE OF LINKED SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON LINKED SITES OR AVAILABLE THROUGH LINKED SITES, IS SOLELY AT YOUR OWN RISK.
Disclaimers; No Warranty
UNLESS OTHERWISE EXPRESSLY STATED BY MANATAL, THE MANATAL SERVICES, MANATAL MATERIAL, AND ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE MANATAL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, Manatal AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, CORRECTNESS, ACCURACY, AND RELIABILITY. UNLESS OTHERWISE EXPRESSLY STATED BY MANATAL, MANATAL AND ITS AFFILIATES DO NOT WARRANT THAT THE MANATAL SERVICES AND ANY CONTENT, CUSTOMER DATA SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE MANATAL SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE MANATAL SERVICES AND ANY CONTENT, CUSTOMER DATA, SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE MANATAL SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MANATAL AND ITS AFFILIATES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PLATFORM, THE MANATAL SERVICES, MANATAL MATERIAL OR ANY LINKED SITES, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.THE LAWS OF CERTAIN COUNTRIES AND STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES.
You agree to defend, indemnify and hold harmless Manatal and its affiliates, and their respective directors, officers, employees and agents, from any claims, losses, damages, liabilities, including attorney’s fees, arising out of your use or misuse of the Manatal Services, Manatal Materials, representations made to Manatal, its affiliates and/or third parties, violation of these Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants. Manatal reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Manatal, and you agree to cooperate with such defense of these claims.
Limitation of Liability
No Liability: Manatal shall not be liable to the customer or user for any consequences resulting from:
-any modifications in these Terms and Conditions, calculation and rates of Fees, the Manatal Services, Manatal Material, or any part or element thereof (including but not limited to account), including any error, permanent or temporary interruption, discontinuance, suspension or other type of unavailability of the Manatal Services or Manatal Material;
-deletion of, corruption of, or failure to store any customer data;
-use of customer data by the customer or any of the users associated with the account;
-upgrading or downgrading the current plan;
-any disclosure, loss or unauthorized use of the login credentials of customer or any authorized user due to customer’s failure to keep them confidential;
-the customer’s use of the account or the Manatal Services by means of browsers other than those accepted or supported by Manatal;
-the application of any remedies against the customer or authorized users by Manatal, for example if the customer or user has committed a crime or conducted a breach of applicable law by using the Manatal Services or any part or element thereof;
-the differences between technologies and platforms used for access, for example if certain features, functions, parts or elements of the Manatal Services are designed for use on a personal computer or laptop and do not function on a mobile platform or a tablet;
Manatal’s application of the remedies described in these Terms and Conditions, even if the reasonable grounds or legal basis for the application of these remedies turned out to be unfounded or invalid afterwards.
In addition, Manatal and its affiliates shall not be liable to the customer for any claim by any user, person, organization or third persons against the customer arising out of the customer’s failure to:
-provide Manatal with accurate information about the customer, users or account;
-notify Manatal of any reasons due to which a User does not have the right to use the account on behalf of the customer;
-provide any products which it has agreed to provide to such a person or organization (whether such failure arises as a result of Manatal’s negligence, breach of these Terms and Conditions or otherwise);
-ensure the lawfulness of the customer data;
-obtain the necessary rights to use the customer data; or
-abide by any of the restrictions described in these Terms and Conditions.
Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF Manatal AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER FOR THE MANATAL SERVICES GIVING RISE TO THE LIABILITY IN THE SIX MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER THE “PAYMENT” AGREED BY CUSTOMER.
Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
For Convenience. These Terms may be terminated for convenience upon written notice to the other party as indicated in the “Notice” Section below:
-by the Customer any time by revoking the billing agreement inside Manatal or or by contacting Manatal firstname.lastname@example.org
-by Manatal upon decision to end provision of the Manatal Services and close the Platform; or
-immediately by either party, if proceedings are initiated for the other party’s liquidation or insolvency or a negotiated settlement with the other party’s creditors is concluded or an assignment is made on behalf of the other party for the benefit of creditors.
For Default. These Terms may be terminated for default upon written notice to the other party as indicated in the “Notice” Section below:
-by either party in case of breach of these Terms by the other party, if the breach has not been cured within 30 days of receipt of a notice from the non-breaching party; or
-immediately by either party if the other party breaches its obligations, as applicable under Sections “Intellectual Property Rights” and “Indemnification” of these Terms and Conditions.
Upon termination of these Terms and Conditions, Manatal shall deactivate the account. If the customer has specifically requested for an earlier deletion of the account, Manatal shall fulfill such request within 1 month of its receipt of such request. customer must: (i) stop using and prevent the further usage of the Manatal Services, including, without limitation, the Platform; (ii) pay any amounts owed to Manatal under these Terms and Conditions; and (iii) discharge any liability incurred by the customer before under these Terms and Conditions prior to their termination.
The relevant provisions in these Terms and Conditions shall survive the termination of these Terms and Conditions.
If Manatal terminates these Terms and Conditions as a result of an uncured breach by a customer or user, Manatal is entitled to use the same or similar remedies against any other persons who use the Manatal Services in conflict with these Terms. Notwithstanding the foregoing, Manatal may also apply any other remedies available to it under the applicable law. Upon application of any remedies, the customer or user may lose access or suffer a loss of certain features, functions, parts or elements of the Manatal Services.
If Manatal has reasonable grounds to believe that the customer’s or user’s use of the Manatal Services, including the account may harm any third persons, Manatal has the right to take adequate measures under its control to prevent, stop and eliminate the harm, where possible, in order to protect those third persons.
Governing Law and Jurisdiction
These Terms (and any further rules, policies or guidelines incorporated by reference therein) shall be governed by and construed in accordance with the laws of Thailand and subject to the sole jurisdiction of the courts of Thailand.
Relationship of the Parties. The parties will act solely as independent contractors. These Terms and Conditions shall not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between the customer and either Manatal, and the customer shall not represent to the contrary, whether expressly, by implication, appearance or otherwise. These Terms and Conditions are not for the benefit of any third parties.
If any term, condition or provision of these Terms and Conditions is held to be invalid, unenforceable or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.
Customer may not, directly or indirectly, in whole or in part, by operation of law or otherwise, assign or transfer these Terms and Conditions or delegate any of its rights and/or obligations under these Terms and Conditions without Manatal’s prior written consent. Any attempted assignment, transfer or delegation without such prior written consent will be void and unenforceable. Notwithstanding the foregoing, the customer, or its permitted successive assignees or transferees, may assign or transfer these Terms and Conditions or delegate any rights or obligations hereunder without consent: (1) to any entity controlled by, or under common control with the customer, or its permitted successive assignees or transferees; or (2) in connection with a merger, reorganization, transfer, sale of assets or product lines, or change of control or ownership of the customer, or its permitted successive assignees or transferees.
Failure of either party to exercise or enforce any provision of or any of its rights under these Terms shall not be deemed a waiver of future enforcement of that or any other provision or right.
Except as otherwise specified in these Terms and Conditions, all notices related to these Terms will be in writing by email and will be effective upon transmission to you or your representative’s email address provided to Manatal.