1. Introduction

1.1. These Website Terms of Use (this “Agreement”) is a binding agreement between you and Theoutclass (hereinafter referred to as “Theoutclass”, “we”, “us” or “our”, as the case may be). Theoutclass is owned and operated by Outclass Education Technology and Employment Services Sdn Bhd ((Company No. (1347135K / 201901037805)).

1.2. Usage Term:
This Agreement governs your access to and use of services, products, tools, features, and content available on our website https://theoutclass.com ("Platform").

1.3. Important Notice:
Please carefully read and understand this Agreement before using the Platform, as it contains essential information about your legal rights and options. It should be read alongside our Privacy Policy (https://theoutclass.com/privacy-policy/).

2. Consent

2.1. By connecting to and accessing or using the Platform, you:

2.1.1. Understand this Agreement.

2.1.2. Confirm you're of legal age to agree to it.

2.1.3. Agree to be bound by its terms.

2.2. Agreement Updates:
We reserve the right, in our sole and absolute discretion, to modify, vary, amend, change and/or update this Agreement, and any policies or agreements which are incorporated herein at any time as we deem fit and with reasonable notice to you (for example, by posting an update on the Platform, or by emailing the updated Agreement to you). Such modifications, variations, amendments, changes and/or updates to this Agreement shall be effective upon the posting of an updated version on the Platform. You agree that it shall be your responsibility to review this Agreement regularly to ensure your understanding of this Agreement is current and you understand the terms and conditions that apply to your connection and access to, and use of, the Platform.

2.3. Acceptance of Updates:
Your non-termination or continued access to the Platform after the effective date of any modifications, variations, amendments, changes and/or updates constitutes your acceptance of, and agreement to be bound by, the revised Agreement.

2.4. Declining Agreement:
If you don't agree with this Agreement or any updates, don't use the Platform. If you need clarification, seek legal advice.
If you're working with us as an agent, vendor, supplier, or partner, we need your Personal Data. Without it, we might not be able to work together or pay you for your services.

3. Representations, Identification and Authorisation of User Account

3.1. Creating a User Account:
To access certain features and services on the Platform, you need to create a User Account, which helps manage your company and access services.

3.2. Representations and Eligibility:
By using the Platform, you confirm that you:

3.2.1. Understand and agree to this Agreement.

3.2.2. Are at least 18 years old.

3.2.3. Haven't been suspended or removed from the Platform.

3.2.4. Comply with all laws and regulations.

3.3. Age and Accuracy:
The Platform isn't for users under 18. You confirm your personal data is accurate and will keep it up-to-date. If we find your information is incorrect, we may suspend or terminate your account.

3.4. Providing Documentation:
You agree to provide any required documentation or information when requested.

3.5. Responsibilities:
By using the Platform, you agree to:

3.5.1. Use it lawfully,

3.5.2. Not share your User Account,

3.5.3. Not let others use your account,

3.5.4. Comply with relevant laws,

3.5.5. Not disrupt the Platform,

3.5.6. Provide proof of identity if asked, and

3.5.7. Keep your information accurate and up-to-date.

3.6. Authorisation:
If you represent a person or entity, you must have the legal authority to do so. You agree not to impersonate others or provide false information.

3.7. Personal Responsibility:
If you lack legal authority, you're personally responsible for the obligations in this Agreement, including payments.

3.8. Security Measures:
Keep your User Account credentials confidential and inform us if you suspect unauthorised use.

3.9. User Account Activity:
You're responsible for all activities on your User Account, even if done by others.

3.10. Security Breach:
We may require a password change or suspend your account if we suspect unauthorised access. You release us from liability for unauthorised use of your account

4. Intellectual Property Rights

4.1. Definitions:

4.1.1. Intellectual Property Rights: All rights, interests, and benefits including patents, copyrights, trademarks, trade secrets, and more.

4.1.2. Confidential and proprietary industrial and commercial information and techniques.

4.2. Ownership of Content:
We or our licensors own all Intellectual Property Rights on the Platform and its Content unless otherwise indicated. You are not granted any licence or authorisation concerning these rights.

4.3. Limited Licence:
Subject to compliance with this Agreement and payment of fees, we grant you a limited, personal, non-transferable licence to access and use the Platform and Content.

4.4. Restrictions:
You may not copy, reproduce, distribute, or modify any Content without our prior written consent. You must not breach any Intellectual Property Rights related to the Platform or Content.

4.5. Temporary Storage:
You may temporarily store material from the Platform in your browser's cache.

4.6. Prohibited Activities:
You agree not to use any automated processes to monitor materials on our Platform.

4.7. Violation Consequences:
Violation of this Agreement may result in immediate termination of access to the Platform. We reserve the right to pursue legal remedies for any such violations

5. User Data

5.1. Definitions:

5.1.1. Representative: Your representative, such as an accountant or lawyer, to whom you grant access to User Data for professional services.

5.1.2. User Data: Text, information, materials, etc., provided by you to us through the Platform.

5.2. Licence to User Data:
You grant us a licence to use, modify, and distribute User Data for providing services, subject to our Privacy Policy.

5.3. Accuracy and Responsibility:
You are responsible for the accuracy and completeness of User Data. We assume User Data provided is accurate unless stated otherwise.

5.4. Access by Representatives:
Upon request and payment, we may provide User Data to your Representatives authorised by you.

5.5. Responsibility for User Data:
We do not control how Representatives use User Data. We may decline to transmit User Data if it violates this Agreement or laws.

5.6. Ownership and Warranty:
You warrant that you own or have the right to grant the licences for User Data. We may remove User Data at our discretion.

6. User Data

6.1. You agree to use the Platform only for lawful business purposes.

6.2. Prohibited Actions:

6.2.1. Storing prohibited materials

6.2.2. Damaging or interfering with the Platform

6.2.3. Interfering with other users' access

6.2.4. Violating laws or causing harm

6.2.5. Engaging in unauthorised data harvesting

6.2.6. Breaching privacy or legal rights

6.2.7. Sending unsolicited messages

6.2.8. Engaging in advertising or marketing

6.2.9. Modifying or reverse-engineering the Platform

6.2.10. Disrupting servers or networks

6.2.11. Attempting unauthorised access

6.2.12. Building similar competitive applications

6.2.13. Generating automated queries

6.2.14. Assisting third parties in prohibited actions

6.3. Restricted Areas
Some parts of the Platform may be restricted from your access.

6.4. Competition Prohibition
You are prohibited from using the Platform in a way that competes with our business.

7. Collection and Use of Your Information

7.1. Automatic Collection and User Information:

7.1.1. We may use automatic means, such as cookies and web beacons, to collect information about your Platform usage.

7.1.2. Certain features may require you to provide personal information, subject to our Privacy Policy.

7.2 Processing of Personal Data:

7.2.1. We will process and may disclose personal data, including sensitive personal data, relating to you and your affiliates.

7.2.2. You consent to such processing and disclosure and agree to keep your personal data updated.

7.3. Third-Party Services:

7.3.1. Some products, services, or functionalities on the Platform may be provided by third parties.

7.3.2. By using these services, you acknowledge and consent to the sharing of information with third parties contracted by Theoutclass.com.

8. Updates and User Data Backup

8.1. Platform Accessibility:

8.1.1. You acknowledge that the Platform may become inaccessible or inoperable due to various reasons.

8.1.2. These reasons include equipment malfunctions, scheduled maintenance, upgrades, updates, repairs, or replacements conducted at our discretion.

8.2. Data Backup Responsibility:

8.2.1. Theoutclass is not liable for performing or failing to perform any backup of data, including User Data, on the Platform.

8.2.2. It is your responsibility to back up all User Data, including data and records submitted to us, onto your local system.

9. Additional Reservation of Rights

9.1 User Account Management:
We retain the right to deny, cancel, terminate, suspend, lock, or modify access to any User Account or services at our sole discretion.
Reasons for such actions may include, but are not limited to:

9.1.1.Correcting mistakes made in offering or delivering services.

9.1.2. Safeguarding the integrity and stability of our partners.

9.1.3. Assisting in fraud and abuse detection and prevention efforts.

9.1.4. Compliance with court orders, laws, rules, and regulations.

9.1.5. Fulfilling law enforcement or subpoena requests.

9.1.6. Abiding by dispute resolution processes.

9.1.7. Defending against legal actions or threats, regardless of merit.

9.1.8. Mitigating civil or criminal liability for us, our officers, directors, employees, agents, and affiliates, particularly in instances involving legal action against us

9.2. Usage Review and Enforcement:

9.2.1. We reserve the right to review User Accounts for excessive space and bandwidth usage.

9.2.2. We may terminate or impose additional fees on User Accounts exceeding allowed levels.

10. Third-Party Materials

10.1. Content and Links:
The Platform may feature or provide access to third-party content, including data, information, applications, products, services, and materials, as well as links to third-party websites or services, including through advertising.

10.2. Lack of Control:

10.2.1. You understand and accept that we do not oversee or hold responsibility for Third-Party Materials, including their accuracy, completeness, timeliness, legality, copyright compliance, decency, quality, or any other aspect.

10.2.2. The presence of Third-Party Materials on the Platform does not imply our endorsement of such materials or their creators.

10.3. Limitation of Liability:
We disclaim any liability or responsibility to you or any other party concerning Third-Party Materials.

10.4. User Responsibility:
Your access and use of Third-Party Materials, including links, are undertaken at your own risk and are subject to the terms and conditions set by the respective third parties.

10.5. Source of Information:

10.5.1. Information from linked web pages may originate from various sources, including official licensors and unofficial or unaffiliated organisations and individuals, both internal and external to theoutclass.com.

10.5.2. We do not control or monitor unofficial pages or links, and thus we are not liable for any damages or losses arising from the use of or reliance on such content, products, services, advertising, or materials available on external sites or resources.

11. Third-Party Interactions

11.1. Transactions and Correspondences:
While using the Platform, you may engage in correspondences, trades, or transactions with third-party service providers. You acknowledge that such activities, along with associated terms, conditions, warranties, or representations, are solely between you and the respective third party.

11.2. Limitation of Liability:
Theoutclass.com, its affiliates, and licensors bear no liability, obligation, or responsibility for any correspondences, trades, or transactions between you and third-party service providers.

11.3. Endorsement Disclaimer:
Theoutclass does not endorse any applications or websites linked through the Platform. We are not responsible for the content, products, services, or materials provided by such sites or third-party service providers.

11.4. Additional Terms:
While we provide services on the Platform under this Agreement, certain third-party merchants or service providers may impose additional or different terms of service for their goods or services. Theoutclass is not a party to such agreements, and we disclaim any responsibility or liability arising from them.

12. Third-Party Software and Application Programming Interface (API)

12.1. We utilise third-party software and APIs in delivering services on the Platform. However, we cannot assure the reliability of such third-party software or APIs. By using our services, you acknowledge that we bear no liability for any loss or damage incurred by you resulting from our utilisation of such third-party software or APIs.

13. Indemnity

13.1. You agree to indemnify, defend, and hold harmless Theoutclass and its licensors, officers, partners, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable advocate and solicitor fees, arising from or relating to your use or misuse of the Platform or the placement or transmission of any message, information, software, or other materials through the Platform by you or users of your User Account or related to any breach of this Agreement by you or users of your User Account..

14. Disclaimer of Warranties

14.1. The Platform is provided to you on an "as is where is" basis and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, Theoutclass, on its behalf and on behalf of its affiliates, licensors, and its service providers, expressly disclaims all:

14.1.1. conditions and warranties, whether express, implied, statutory or otherwise, with respect to the Platform including but not limited to the commercial and non-commercial merchantability, quality, fitness, purpose, title, non-infringement, and any implied terms and warranties of the Platform;

14.1.2. representations, by any means, as to the availability, accessibility, uninterrupted access, operation, performance of the Platform or any other products or services accessed via the Platform; and

14.1.3. indemnification arising from course of dealing or course of performance in connection with this Agreement.

14.2. No advice or information, whether oral or written, obtained by you from the Platform or any materials or content available through the Platform will create any warranty that is not expressly stated in this Agreement. You assume all risk for any damage that may result from your use of or access to the Platform, and any material or content available through the Platform.

14.3. Theoutclass does not warrant the accuracy, completeness, or adequacy of any information or material contained on the Platform. Nothing contained on the Platform is intended to be used as professional advice, nor as a substitute for your own professional advice.

14.4. Without limitation to the foregoing, we provide no warranty or undertaking, and make no representation of any kind that the Platform will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems, or services, operate without any interruption, meet any performance or reliability standards or be error-free or that any errors or defects can or will be corrected.

14.5. Whilst we use reasonable efforts to ensure that our online platform is free from viruses and other malicious or harmful content, we cannot guarantee that your use of the Platform (including any content on it or any website accessible from it) will not cause damage to your computer or any other device. Except if required by applicable law, we shall not be liable to you for any loss or damage, which you may suffer as a result of viruses or other malicious or harmful content.

15. Limitation of Liability

15.1. In no event will Theoutclass, its affiliates, and its respective licensors, shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers, or contractors be liable for any incidental, direct, indirect, special, punitive, consequential, or similar damages or liabilities whatsoever (including, without limitation, damages for loss of data or exposure of data, information, revenue, profits, or other business or financial benefit) arising out of or in connection with the Platform, any performance or non-performance of the Platform, or any other product, service, or other item provided by or on behalf of Theoutclass.

15.2. You agree that Theoutclass has no liability or responsibility for the deliberate or accidental deletion, failure to store, theft, misappropriation, or loss, by any means, of any data due to your actions in using the Platform, including failure to apply strong passwords.

15.3. Access to, and use of, the Platform are entirely at your own discretion and risk. You understand and agree that you will use the Platform, and use, access, download, or otherwise obtain materials or content through the Platform, at your own discretion and risk, and that you are solely responsible for any damage to your property (including your computer system or mobile device used in connection with the Platform), or the loss of data that results from the use of the Platform or the download or use of any Content.

15.4. The Content is provided for informational purposes only and is not intended to constitute professional, regulatory, legal, or other advice. Any decision made or action taken by you based on the Content is at your sole responsibility and liability.

15.5. Any opinion, analysis, or other information included in the Content provided does not constitute advice. You agree that you are solely responsible for all actions (or the lack thereof), and decisions related to the Content and your use of the Platform. Theoutclass and each party providing the Content disclaim liability to all persons or organisations in relation to any action(s) taken on the basis of currency or accuracy of the Content or any loss or damage suffered in connection with that information or material. You agree that Theoutclass has no liability or responsibility for any actions you may take in relation to the Content provided.

15.6. Theoutclass has no special relationship with or fiduciary duty to you or any other third party. You agree and acknowledge that you are solely responsible for conducting a full and diligent review of any and all legal, accounting, regulatory, or tax-related implications that may result from your use of the Platform and it is your responsibility to ensure that you order the service or combination of services and goods on the Platform which suits your needs. Prior to accessing the Platform, we recommend that you consult with a qualified professional who is fully aware of your circumstances.

15.7. In the event that any limitation or exclusion of liability in this Agreement is not enforceable, our total liability for any claim arising out of or relating in any manner to the access and/or use (or inability to access and/or use) of the Platform is limited to RM 10 only. We do not exclude liability for death or personal injury caused by our negligence, fraud, or fraudulent misrepresentation, or any other liability which may not be excluded by law.

16. Right to Investigate

16.1. We have the authority to look into any complaints or possible violations of our agreement with you, or of the law. However, we're not always required to do so.

16.2. During such investigations, we may take necessary actions, like reporting suspected illegal activity to the authorities or sharing relevant information with them. This could include details from your account, such as your email address, what you've posted, and your usage history.

16.3. Sometimes, we need to check on our clients to make sure everything is above board. If we find any illegal or unethical behaviour, we may stop providing our services to you, and you won't get a refund. We'll do this without giving you prior notice.

17. Force Majeure

17.1. You understand and agree that we can't guarantee the Platform will always be available without interruptions. Sometimes, things beyond our control, like natural disasters or technical issues, might cause disruptions. In such cases, we're not liable for any inconvenience caused to you or anyone else. These unforeseen events are known as "Force Majeure Events."

17.2. If the Platform is unavailable for more than 90 days due to a Force Majeure Event, either of us can end this Agreement.

18. Disclaimer of Warranties

18.1. If any part of this Agreement is deemed illegal, void, or unenforceable by any law or court, here's what happens:

18.1.1. That part of the Agreement won't apply.

18.1.2. The rest of the Agreement remains in effect.

18.1.3. We'll try our best to come up with a new part that's legal and achieves the same goals as the old one.

19. Assignment

19.1. You can't hand over or transfer any of your rights or duties under this Agreement to someone else unless we give our written approval first.

19.2. However, we have the right to hand over, transfer, or pass on any or all of our rights and duties under this Agreement whenever we want, without needing your approval. We can do this to:

19.2.1. Our subsidiary or a related/affiliated company,

19.2.2. Someone who's buying our shares, business, or assets, or

19.2.3. Another company that takes over our business through a merger.

20. Waiver

20.1. If one party decides not to enforce a right in this Agreement, they have to do it in writing. Just because one party doesn’t use a right or power right away or doesn’t use it at all, doesn’t mean they’re giving up that right. Even if one party only uses a right or power partly, they can still use it fully later on. Also, if one party decides not to enforce one rule being broken, it doesn’t mean they’re giving up the right to enforce that rule or any other rule being broken in the future.

21. Equitable Remedies

21.1. You understand that the rights and obligations given to us under this Agreement are special and unique. If there's a breach or a threat of breach from your side, it could harm us in a way that can't be fixed by just paying money. In such cases, we have the right to seek injunctive or other fair relief, without having to provide any bond, guarantee, or proof of damages.

22. Governing Law and Jurisdiction

22.1. This Agreement follows the laws of Malaysia. If there are any disputes related to this Agreement, they will be settled exclusively by the courts of Malaysia.

23. Entire Agreement

23.1. This Agreement, along with our Privacy Policy, forms the complete agreement between you and Theoutclass regarding the Platform. It replaces all previous discussions or agreements, whether written or spoken, regarding the Platform. This Agreement does not grant any rights to third-party beneficiaries.

24. Electronic Communication

24.1. By entering into this Agreement, you agree:

24.1.1. Consent to Electronic Communication: You agree to receive communications from us electronically, sent to the last email address you provided to us.

24.1.2. Legal Effect of Electronic Communication: You acknowledge that any terms, agreements, policies, notices, disclosures, and other communications we send to you electronically fulfil any legal requirements as if they were in writing.

24.2. Notice:
Notice is considered received twenty-four (24) hours after:

24.2.1. Sending an email to your last provided email address.

24.2.2. Posting the notice on the Platform.

25. Copyright and Trademark Information

25.1. Copyright © 2024 Theoutclass. All trademarks, logos, and service marks ("Marks") displayed on the Platform are either our property or the property of third parties. You are not allowed to use these Marks without obtaining our prior written consent or the consent of the third party that owns the Marks.

26. How to Contact Us With Questions?

26.1. We value your feedback, suggestions, and questions ("Feedback"). If you need to reach out to us or if this Agreement requires written notice to us, please send an email to hi@theoutclass.com.

26.2. When you provide us with Feedback, you are assigning to us all rights in that Feedback, and we have the right to use and fully exploit it as we see fit. Any Feedback you give us will be treated as non-confidential and non-proprietary. Please refrain from submitting any information or ideas that you consider confidential or proprietary.