Last Updated: MAY 25, 2019
The mission of Upfirms is to connect buyers and sellers of business services. To achieve our mission, UpFirms’s website assists buyers in identifying prospective service providers, including by providing reviews of such companies. We also assist service providers in marketing their companies and services. The terms “we”, “us”, “our” refer to UpFirms, a Malaysia corporation. The term “you”, “users”, “buyers” or “service provides” refers to users who visit the UpFirms website (“Website”) and/or contribute content to UpFirms via the Website, email, telephone, or otherwise.
If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to the Terms. In that case, the terms “you” or “your” shall also refer to such entity, and its affiliates, as applicable. If you do not have such authority, or you do not accept all of these Terms, do not use the Services or provide information to UpFirms.
Be sure to return to this page periodically to review the most current version of the Terms. We reserve the right at any time, at our sole discretion, to change or otherwise modify the Terms without prior notice, and your continued access to or use of the Services signifies your acceptance of the updated or modified Terms.
We retain the right at our sole discretion to deny access to anyone to the Services we offer, at any time and for any reason, including, but not limited to, for violation of these Terms.
You must be 18 years of age or older in order to use the Services, including to register for an account, use the Website or submit reviews or other User Content (defined below).
As part of your use of the Services, you may have the opportunity to create a UpFirms account. You are responsible for your account and agree to provide, upon registration, and at all times maintain, accurate, current, and complete information. UpFirms reserves the right, in its sole discretion, to refuse to keep accounts for, or provide Services to, any individual. UpFirms reserves the right to suspend or terminate your account if any information provided during the registration process or at other times proves to be inaccurate, not current or incomplete. You are responsible for ensuring the confidentiality and security of your account information, including your username and password. You will immediately notify UpFirms of any unauthorized use of your account. UpFirms cannot and will not be liable for any loss or damage arising from your failure to properly comply with this section.
Your Use of the Services. As a condition of your use of the Services, you agree to do the following:
Your Responsibility For the Content You Submit
The Services may enable you to provide, submit, post, upload, or otherwise make available via the Website, email, telephone, online survey, or otherwise (collectively, “submit”) content such as reviews, comments, messages, and other content (collectively, “User Content”) that may or may not be viewable by other users.
You acknowledge and agree that you are solely responsible for all User Content you submit. Once User Content is submitted, it cannot be withdrawn. Any User Content you submit must be accurate and up to date. You agree that you have all required rights to submit, use, or disseminate such User Content without violating any third-party rights.
You assume all risk for any User Content you submit, including anyone’s reliance upon such User Content. You may expose yourself to liability if you submit User Content that is false, misleading, defamatory, violates any third-party right or contractual restriction or contains unlawful material. You agree that you will indemnify, defend, and hold harmless UpFirms for all claims resulting from User Content that you submit, including but not limited to claims alleging defamation. We reserve the right, at our own expense, to assume the exclusive defense and control of such disputes, and in any event, you will cooperate with us in asserting any available defenses.
You further acknowledge and agree that we reserve the right, in our sole discretion, to reject, move, edit, or remove any User Content that is contributed to the Services for any reason or no reason, but we do not assume the obligation. For example, we may remove a review if we, in our sole discretion, believe it violations our Review Guidelines. UpFirms has no obligation to retain or provide you copies of the User Content.
Your Risk in Using User Content
You acknowledge and agree that we do not verify, adopt, ratify, or sanction User Content and that you must evaluate and bear all risks associated with your use of or reliance on User Content. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise and any ranking on the Services does not constitute or imply endorsement or recommendation thereof by UpFirms. User Content and rankings consist of the opinions of third-parties and may contain inaccuracies. UpFirms makes no assurances regarding the quality, accuracy, or reliability of any User Content or rankings on the Services. You also understand that by using the Services, you may be exposed to User Content that you may consider offensive or objectionable.
From time to time, UpFirms may provide incentives to encourage users to submit reviews. Any such incentives are not dependent on whether the review is positive or negative.
UpFirms is under no obligation to enforce the Terms on your behalf. You may notify UpFirms if you believe another user has violated the Terms; however, UpFirms reserves the right, in its sole discretion to investigate violations of and enforce the Terms.
Your Risks in Leveraging UpFirms’s Shortlist, Consultation Service, and Project Matchmaking Services (the “Service”)
UpFirms is an identification, verification and source tool for professional services providers (“Vendors”) and potential clients of such providers seeking quality services (“Clients”). UpFirms is not a participant in any engagements between any such Vendors and/or Clients. Any engagement between you and any counter parties identified through the Service, is at your own risk. UpFirms recommends that Vendors and Clients contract through appropriate legal services contracts, as reviewed and approved by respective legal counsel. The Service does not guarantee results and UpFirms will not be liable for any issues arising between Vendors and Clients, as such relationship is a private contract between third parties (e.g., UpFirms is not a party to any such agreements). UpFirms has and will have no formal relationship in any such private contract and UpFirms does not and will not assume any liabilities, indemnifications, warranties or any other obligations. By using this Service, Vendors and Clients agree that UpFirms will bear no such responsibility as set forth in the previous sentence.
Clients should note that UpFirms does not guarantee or endorse the UpFirms verified or sponsored Vendors. UpFirms reserves the right to monitor all requests submitted through the UpFirms project request form (the “Form”), consultation form, and email. UpFirms monitors all such requests to help identify and qualify the best possible prospective Clients for the most appropriate Vendors. Requests determined inappropriate, at the sole discretion of UpFirms, will not be processed. Vendors may only contact prospective clients in regards to the specific requests submitted in the UpFirms project request form. UpFirms does not prefer or endorse the services of any one of the Vendors featured on the platform. UpFirms does not work as a representative of the agencies or Vendors featured on the platform and does not receive any fee in any capacity as a broker, representative, agent or other related party. Any fees earned by UpFirms are solely in connection with the maintenance and provision of the Site and the Services.
By sending UpFirms this information, all users agree to be contacted by UpFirms, any service providers that are featured on the UpFirms platform, as well as by the UpFirms affiliate network and partners, by phone, by fax, by email, by mail or by any other reasonable means of communications, using the phone numbers and addresses that the user has provided in their project request form.
If the information submitted by the user, is fully or partially inaccurate, or UpFirms has any reasonable grounds to believe that the information is inaccurate, not up-to-date, false or incomplete, UpFirms reserves the right to refuse the processing of the project request form.
The profiles that appear on UpFirms are for informational purposes only. Despite our efforts to provide useful and the most accurate information, errors may appear from time to time, usually as a result of user-generated content, but potentially for a number of reasons. UpFirms does its best to keep up with the errors and correct them as soon as possible. Even though UpFirms does our best in this regard, UpFirms is not responsible for such errors. Before services from the Vendors found on the UpFirms platform are purchased, Clients should confirm with the Vendor all information and conduct their own evaluation as to whether the Vendor is suitable for the Client project. UpFirms is not responsible for, and does not guarantee the performance of any Services provided by the Vendors featured on the platform.
UpFirms’s License to User Content
When you submit User Content on or through your use of the Services, you grant us a worldwide, perpetual, irrevocable, royalty-free, non-exclusive, transferable and sub-licensable license, subject to these Terms, to use the User Content for any purpose, including to use, publish, reformat, copy, distribute, reproduce, modify, edit, adapt, publicly perform, translate, and create derivative works from such User Content, in whole or in part, in any format or medium now known or developed in the future, including without limitation for providing, promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels, without any further consent, notice and/or compensation to you or to any third-parties.
UpFirms and its licensees may publicly display advertisements and other information adjacent to or included with User Content. You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising are subject to change without specific notice to you.
Any and all of your feedback about the Services, such as suggestions for corrections, updates, alterations, changes, or modifications to the Services will be the property of UpFirms and you hereby assign any rights in such feedback to UpFirms, without payment to you.
Third Party Data on Service Providers
By using the service, Service Providers grant us the right to collect and display on UpFirms additional third party data. This includes data available via open source research and data collected from credit reporting agencies.
In using the Services, you agree you will not, nor will you assist or encourage others to:
Ownership and Intellectual Property
As between you and UpFirms, you own the User Content you submit. UpFirms owns all content other than User Content, including all features, graphics, design, code, compilation of User Content, Website, aggregate reviews and ratings, and all other components of the Services. The Services are protected by copyright, trademark, and other laws of Malaysia and foreign countries. Except as expressly provided in these Terms, UpFirms and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
All trademarks, service marks, logos, trade names and any other proprietary designations of UpFirms used herein are trademarks or registered trademarks of UpFirms and may not be copied, imitated or used, in whole or in part, without the prior written permission of UpFirms. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Services are the property of their respective owners.
UpFirms respects the intellectual property rights of others and expects users of the Services to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that User Content has been copied in a way that constitutes copyright infringement, please provide our copyright agent with the following information in accordance with the Digital Millennium Copyright Act: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
Our designated copyright agent for notice of alleged copyright infringement or other legal notices regarding User Content appearing on the Service is:
B-5-8 , Plaza Mont Kiara
Kuala Lumpur , 50580
Please note that we will send a copy of your notice to the person who provided the allegedly illegal content and a link to your published notice may be displayed on UpFirms in place of the removed content.
We reserve the right to remove User Content alleged to be infringing or otherwise illegal without prior notice and at our sole discretion. In appropriate circumstances, we will also terminate a user’s account if the user is determined to be a repeat infringer.
Sponsorships & Incentivized Reviews
Sponsorships allow companies to further promote their profile on UpFirms by becoming a sponsor as set forth here (“Sponsorship”). When users visit a review page, the default sort is to place sponsors, which are designated with a lightning flag, first in the list. Companies may be required to meet certain requirements, depending on the sponsorship they wish to purchase. Sponsorship does not affect a company’s ranking on UpFirms or position on our research nor does Sponsorship guarantee any amount of traffic, business, sales, leads or otherwise. Sponsorship affects where a sponsor appears in a list of companies and receipt of UpFirms support services.
If you offer a free or discounted service or product in exchange for a review, you must clearly state that the review: 1) may be positive or negative; 2) must reflect the reviewer’s honest opinion; and 3) must clearly and conspicuously disclose the fact that the reviewer received a free or discounted service.
If you purchase a Sponsorship or any other services that we offer for a fee, either on a one-time or subscription basis, you agree to pay the applicable fees as set forth at the time of purchase as they become due plus all related taxes, and to reimburse us for all collection costs and interest for any overdue amounts. By purchasing a subscription Sponsorship or another subscription, you are expressly agreeing that we or any payment agents of ours are authorized to charge you a recurring subscription fee on a monthly basis as set forth in the Invoice, and any other charges you may incur in connection with your use of the Services, including any applicable taxes, to the payment method you provided. The subscription fee will be billed at the beginning of your subscription and each month thereafter unless and until you cancel your subscription from your dashboard or via e-mail to email@example.com. If you want to use a different payment method or if there is a change in payment method, please contact us at firstname.lastname@example.org to update your billing information or simply log in to your account and click on “Payment Methods”. If the payment method you use with us, such as a credit card, reaches its expiration date and you do not edit your payment method information or cancel your subscription, you authorize us to continue billing that payment method and you remain responsible for any uncollected amounts. Failure to pay in a timely manner may result in the termination of your subscription and/or application of late payment fees. Late payment fees of up to $200 may be applied on invoices 30 days past due.
Your obligation to pay fees continues until you cancel your subscription or the end of the subscription period. All applicable taxes are calculated based on the billing information you provide us at the time of purchase. You may cancel or suspend your Sponsorship at any time by contacting email@example.com.
UpFirms reserves the right to restrict, suspend, or terminate your access to the Services or subscription at any time without prior notification or liability, with or without cause including (without limitation) due to: (1) your breach of the Terms; or (2) failure to pay applicable fees.
We provide a prorated refund if you cancel Sponsorship before the end of a billing cycle.
We do not offer full Sponsorship refunds since sponsoring companies immediately receive higher placement on Reviews Pages and thus the value of Sponsorship. We prorate refunds; however, if you choose to cancel in the middle of a payment cycle.
We can apply your prorated refund to other Sponsorship payments – if desired.
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE PROVIDE THE SERVICES AND ALL INFORMATION CONTAINED THEREIN ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH ALL FAULTS, WITHOUT WARRANTY OF ANY KIND, AND YOUR USE IS AT YOUR SOLE RISK.
UPFIRMS MAKES NO CLAIMS WITH RESPECT TO ANY THIRD PARTY, SUCH AS THE COMPANIES REVIEWED ON THE SERVICES. UPFIRMS DOES NOT ENDORSE ANY COMPANY, VENDOR, SERVICE OR PRODUCT DEPICTED IN THE SERVICES AND DOES NOT ADVISE USERS TO SELECT ANY PARTICULAR COMPANY ON THE BASIS OF ITS REVIEWS OR RATINGS. REVIEWS ON THE SERVICES CONSIST OF THE OPINIONS OF THE REVIEWERS AND SHOULD NOT BE CONSTRUED AS STATEMENTS OF FACT. WE DO NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS OF QUALITY, ACCURACY, OR RELIABILITY OF USER CONTENT. YOUR PURCHASE OR USE OF, AND THE QUALITY AND PERFORMANCE OF, ANY PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES REVIEWED ON THE SERVICES IS AT YOUR OWN DISCRETION AND RISK.
UPFIRMS DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, WITH RESPECT TO THE SERVICES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. THE SERVICES MAY INCLUDE INACCURACIES OR ERRORS. UPFIRMS DOES NOT GUARANTEE THE ACCURACY OF, AND DISCLAIMS ALL LIABILITY FOR ANY ERRORS OR OTHER INACCURACIES IN THE SERVICES OR IN THE INFORMATION IN OR DESCRIPTION OF THE SERVICES (INCLUDING, WITHOUT LIMITATION, COMPANY PROFILES, PORTFOLIO IMAGES AND DESCRIPTIONS, REVIEWS, DIRECTORY AND RESEARCH DATA, ETC.). UPFIRMS MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE SERVICES OR ANY INFORMATION CONTAINED THEREIN FOR ANY PURPOSE, AND THE INCLUSION OR OFFERING OF ANY INFORMATION ABOUT A PRODUCT OR SERVICE OR COMPANY OTHER THAN UPFIRMS DOES NOT CONSTITUTE ANY ENDORSEMENT OR RECOMMENDATION OF SUCH PRODUCTS OR SERVICES BY UPFIRMS.
IF YOU ARE DISSATISFIED OR HARMED BY UPFIRMS OR ANYTHING RELATED TO UPFIRMS, YOU MAY CLOSE YOUR UPFIRMS ACCOUNT, STOP USING THE SERVICES, AND TERMINATE THESE TERMS AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY.
UPFIRMS DOES NOT GUARANTEE THAT THE SERVICES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE SERVICES MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. UPFIRMS DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, UPFIRMS DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SERVICES DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.
IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL UPFIRMS BE LIABLE TO YOU OR ANY THIRD-PARTY FOR PERSONAL INJURY, PROPERTY DAMAGE, ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER OR DEVICE FAILURE OR MALFUNCTION, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF UPFIRMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATING TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SERVICES GIVING RISE TO SUCH CLAIM IN THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSE. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
You agree to indemnify, defend, and hold UpFirms harmless from and against any and all third-party claims, liabilities, demands, settlements, damages, losses, and expenses of any kind (including, but not limited to, reasonable attorneys’ fees and costs) arising out or relating in any way to (1) your failure to comply with these Terms, including, without limitation, your submission of User Content or (2) your use of the Services or any activity in which you engage on or through UpFirms.
Choice of Law and Mandatory Binding Arbitration
These Terms or any claim, cause of action or dispute (“claim”) arising out of or related to the Terms shall be governed by the laws of Malaysia regardless of your country of origin or where you access UpFirms, and notwithstanding of any conflicts of law principles. You and UpFirms agree that all claims arising out of or related to these Terms must be resolved exclusively by a state or federal court located in Malaysia, except as otherwise agreed by the parties.
Except as prohibited by Law, any dispute under these Terms shall be resolved in Kuala Lumpur, Malaysia. Nothing in this arbitration provision is intended to prevent either party from filing charges with state or federal agencies. You agree that such arbitration shall be conducted on an individual basis only, not a class, collective or representative basis, and you waive any right to bring class-wide, collective or representative claims before any arbitrator or in any forum. YOU UNDERSTAND THAT BY AGREEING TO ARBITRATE DISPUTES YOU ARE WAIVING ANY RIGHT YOU MIGHT OTHERWISE HAVE TO A JURY TRIAL. This arbitration provision is not intended to modify or limit the right of either party to seek equitable relief, such as an injunction or attachment, through judicial process, which will not be deemed a waiver of the right to demand and obtain arbitration. In the event of any dispute between us concerning the terms and provisions of these Terms, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys fees.
Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnification claim). Notices to you shall be addressed to the system administrator designated by you for your relevant Services account, and in the case of billing-related notices, to the relevant billing contact designated by you.
Notices should be addressed via our Contact Us page.
Links to Third-Party Sites
Entire Agreement & Severability
You agree that these Terms constitute the entire, complete and exclusive agreement between you and UpFirms regarding the Services and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of these Terms.
If any provision of the Terms is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; if a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of these Terms will not be affected in any way.
Waiver of Rights and Injunction
Our failure to act with respect to a breach of the Terms by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. Except as expressly and specifically contemplated by the Terms, no representations, statements, consents, waivers or other acts or omissions shall be deemed legally binding unless documented in a physical writing hand signed by a duly appointed officer of UpFirms.
In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Service, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Services or any content or other material used or displayed through the Services.
Assignment of Rights
You may not assign or delegate any rights or obligations under the Terms. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under the Terms, fully or partially without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, UpFirms for any third party that assumes our rights and obligations under the Terms.
For answers to your questions, call us or email us here. Or, you can write to us at: