e-AGREEMENT

TERMS AND CONDITIONS

Tenations Global Sdn. Bhd.

(here in after referred to as the LICENSOR)
with address at
B-1-08, SME Technopreneur Centre Cyberjaya
2270 Jalan Usahawan 2,
63000 Cyberjaya,
Selangor, Malaysia

A. ACKNOWLEDGEMENT
B. e-AGREEMENT
C. END USER LICENSE AGREEMENT
A. ACKNOWLEDGEMENT
PLEASE READ THIS e-AGREEMENT AND END USER LICENSE AGREEMENT (EULA)
CAREFULLY BEFORE USING THE e-AGREEMENT PROGRAMMES. PRINCIPAL IP
OWNER IS WILLING TO LICENSE THE PROGRAMMES TO YOU AS AN INDIVIDUAL
OR LEGAL ENTITY (YOU), AND TO PROVIDE YOU WITH THE EULA PROVIDED AND
ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO COMPLY WITH ALL
OF THE SUPPORT SERVICES FOR THE PROGRAMMES OR FOR THE SERVICES
PROVIDED TO YOU BY PRINCIPAL IP OWNER, UNLESS OTHER TERMS SPECIFICALLY
COVER THOSE ITEMS. BEFORE INSTALLING AND USING THE PROGRAMMES, AND
BEFORE USING THE SERVICES, YOU SHOULD CAREFULLY READ THIS AGREEMENT
AND YOU MUST CLICK I ACCEPT THIS AGREEMENT IF YOU FULLY ACCEPT AND
AGREE TO ALL OF THE PROVISIONS OF THIS AGREEMENT. BY CLICKING I ACCEPT
THIS AGREEMENT OR OTHERWISE DOWNLOADING, INSTALLING, AND/OR USING
THE PROGRAMMES OR BY USING THE SERVICES, THESE ACTIONS ESTABLISH A
LEGAL, ENFORCEABLE, AND BINDING AGREEMENT BETWEEN YOU AND PRINCIPAL
IP OWNER. IF YOU DO NOT ACCEPT ANY OF THE TERMS OF THIS AGREEMENT,
YOU SHALL HAVE NO RIGHT TO DOWNLOAD OR USE THE PROGRAMMES OR TO
USE THE SERVICES, AND YOU MUST IMMEDIATELY CEASE USING THE
PROGRAMMES AND THE SERVICES, AND YOU MUST DELETE OR REMOVE ALL
ASSOCIATED PROGRAMMES AND ASSOCIATES FILES.
WITHOUT LIMITATION TO THE FOREGOING, THE SERVICES ON THE e-AGREEMENT
ARE NOT AVAILABLE TO MINORS (e.g. PERSONS UNDER THE AGE OF EIGHTEEN)
EXCEPT UNDER THE SUPERVISION OF AN ADULT PARENT OR GUARDIAN, AND
SUCH PARENT OR GUARDIAN SHALL BE RESPONSIBLE FOR ALL USES OF THE eAGREEMENT.

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B.

E-AGREEMENT

1.

DEFINITIONS:
Academic Year

means the schooling dates and periods for each year

as determined by the Ministry of Education, Ministry of
Social Welfare or other ministries or such other
relevant government authorities or the Principal IP
Owner.

"Approved Centre" means the premise that has been approved by the
Principal IP Owner SUBJECT TO the rights of the
Principal IP Owner to determine or change from time to
time at its sole discretion.
"Authorised End Users" mean the parties, limited to the Principals IP
Owners directors, shareholders, partners, employees,
the parties being given access to, authorised and
Registered Students only, who is permitted by the
Principal IP Owner to have access to and use of the
Software License PROVIDED THAT such parties having
executed the EULA, in form and manner as approved
by the Principal IP Owner SUBJECT TO the rights of the
Principal IP Owner to determine, change or disallow any
of such parties from using/accessing from time to time
at its sole discretion.
e-Agreement

means this Agreement including all Schedules attached

to this Agreement and any amendments, modifications,
or supplements to this Agreement or any other license
agreements signed with this Agreement.

Beamind Hub

means proprietary software which supports the

application of Programmes at authorised Centres and
with authorised end-users.

End-User License
Agreement" or EULA
means the Agreement entered between the Principal IP
Owner and the Authorised End-Users pertaining to the usage of the
Programmes SUBJECT TO the rights of the Principal IP Owner to
amend and change the forms and contents of such Agreement from
time to time at its sole discretion.
Intellectual Property means all or any of the following:

a) includes copyright and related rights and other identifying

materials and any updates, upgrades, methods, documentations,
manuals or information and other identifying materials whether or
not registered or capable of registration and all other proprietary
rights whatsoever owned by or available to the Principal IP Owner

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and the Principal IP Owners Affiliates, adopted or designated now

or at any time hereafter by the Principal IP owner and/or Principal
IP Owners Affiliates, for use in connection with the Business;

b) the trademarks and all other trademarks, trade names, logos,

characters, designs, symbols, emblems, insignia, know-how for the
business, information, drawings, plans and other identifying
materials whether or not registered or capable of registration and
all other proprietary rights owned by or available to the Principal
IP Owner or the Principal IP Owners Affiliates adopted or
designated now or at any time by the Principal IP Owner or the
Principal IP Owners Affiliates for the Business;

c) the software and/or Programmes includes GLMS various kinds of

programmes used to operate computers and related devices,
software codings, application software, system software, new
programs, online systems, computer source codes, management
and administrative systems and programmes, including without
limitation to computer programmes, multimedia visual compact
discs, software, audio compact discs, all media formats and future
on-line tools of which belong to or are licensed for use of the
Principal IP Owners or the Principal IP Owners Affiliates;

d) confidential information, proprietary information and all other

material and information contained in the Programmes relating to
or associated with the operation of the software and Programmes,
including but not limited to the student list, profit margin,
computer system, advertising and marketing materials, the design
and specification, manufacture and sale of the equipment and the
products, marketing plans or techniques, trade secrets, processes,
data or statements, product research and development, existing and
future product designs and performance specifications, schematics,
clients lists, computer systems, training schemes, business
methods of advertising and marketing, manufacture, integrated
circuit layout-designs, program storyboards, financial information,
the design and specification, the proprietary or licensing rights
(irrespective of registration) of which belongs to the Principal IP
Owner and/or Principal IP Owners Affiliates; and

e) all other intellectual property or proprietary rights whatsoever

including patent and all other patents which is to be licensed to the
Principal IP Owner and/or Principal IP Owners Affiliates and
which may be required to be used and/or incorporated within or in
connection with the software or Programme (if applicable) of
which belongs to or are licensed for use to the Principal IP Owner
and/or Principal IP Owners Affiliates.
Key Operator and/or
Beamentor

means the right to operate the Franchise and the right to use the
Intellectual Property and the person whose name (s) is set out in
Schedule A, who shall be:

a) an owner, being a person who directly owns or controls the

authorised centre; and

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b) responsible for the day to day operation of the Business at the

Centre during the Initial Term or Renewed Term (if renewed),
or such other individual who may be replaced from time to time with
the prior written approval from the Licensor upon satisfying the
requirements in the pre-qualifying criteria of a Beamind Licensee and/or
Key Operator and/or Beamentor.

Licence

means the right to operate the Programmes and the right to use the
Intellectual Property.

"Principal IP Owners"
means the registered, legal and/or common law owner and/or
authorised license owner of the Intellectual Property, who has
licensed such Intellectual Property to YOU and YOU shall have no
legal or beneficial rights or interest in before, during or after the term
of this Agreement.
Programmes

means the software, materials, disks, any electronic devices and study
tools to be provided to the Registered Students at the Approved
Centre, including without limitation to the hands-on equipment,
teaching aids, software keys, stationery, books, materials, and others,
the Programmes including without limitation the GLMS, placement
tests, electronic tests, programme presentation which may be varied
and improved by the Principal IP Owner or the Principal IP Owners
Affiliates from time to time SUBJECT TO their rights to add, vary,
reduce or discontinue any party, component or updates thereof from
time to time at its sole discretion and the restrictions of use by YOU
only at the Registered Centre and not to be sold or sub-lease by YOU
to any third party. It also means guidelines and standards of
proprietary materials, documentation, Intellectual Property,
trademarks, confidential information, the equipment and the products.

"Registered Students" means students who are currently enrolled at the Approved Centre
and a copy of the student registration form properly and fully
completed by YOU and the same have been filed with the Approved
Centres office.
2.

SECURITY OF YOUR ACCOUNT

IT IS IMPORTANT THAT YOU REMEMBER YOUR LOGIN AND/OR PASSWORD
AND YOU SHOULD KEEP YOUR LOGIN AND/OR PASSWORD IN A SAFE PLACE
OFFLINE.
We will use your login and/or password to identify you when you return to our Beamind Hub. If
YOU forget your login and/or password, YOU will not be able to access the Programmes. YOU
are responsible for maintaining the confidentiality of your Account and for all activities that
occur through the use of your Account. YOU agree to: immediately notify Principal IP Owner of
any unauthorised use of your Account or any other breach of security. Principal IP Owner will
not be liable for any loss or damage arising from your failure to comply with this section.
In addition, submissions made via email are not protected by encryption and are vulnerable to
interception during transmission. Principal IP Owner shall disclaim responsibility for all
negligent acts that may result in the disclosure of your personal information.

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3.

SUBSCRIPTION PERIOD
The Subscription Period shall begin either on:
(i) the date of subscription if Authorised End User subscribe to an electronic download or any
other modes of installation prescribed by the Principal IP Owner of the Programmes and
Services; or
(ii) the date the subscription is activated, and shall continue for the period of time set forth in the
subscription documentation or order.
This Agreement shall automatically terminate if YOU fail to comply with its terms and
conditions, or if YOU fail to make any payment owed to Principal IP Owner and/or Licensee
and/or Key Operator when due, or if your license to the Programmes expire or is terminated for
any reason.
Principal IP Owner reserves the right to refuse or discontinue your subscription to the
Programmes and services at any time at its sole discretion. YOU agree that, upon such
termination, YOU shall destroy and permanently erase all copies of the Programmes and that
your access rights to the Programmes and Services shall immediately terminate. The terms of the
Sections entitled Intellectual Property, Disclaimer or Warranties, Limitation of Liability, and
Miscellaneous will survive expiration or termination. YOU also agree that Principal IP Owner
may retain your personal information and related account information for a reasonable time after
your subscription to the Programmes and services have been terminated.

4.

SUSPENSION OR TERMINATION OF ACCOUNT

Principal IP Owner shall reserve the right to suspend your account and/or access to all or part of
the services provided under the Beamind Hub and/or any Programmes or services available
through the Beamind Hub in the event that:
(i)

it determines after reasonable investigation that you have breached this Agreement or
that your conduct violates applicable law or any other terms or policies in effect in relation
to the Beamind Hub or is otherwise harmful to the interests of Principal IP Owner; or
(ii)
Principal IP Owner has decided to cease its operations and/or its provision of any
applicable Programmes or services in connection with the Beamind Hub; or
(iii)
YOU have withdrawn; or
(iv)
the term has expired; or
(v)
the date determine by the Principal IP Owner (which is subject to change from time to
time); or
(vi) if your account has been suspended or terminated for whatever reasons; or
(vii) we are obliged to comply with an order or instruction of any regulatory or judicial
authority.
5.

ACCOUNT
YOU must be a registered user and have a current account in order to access and use the
Programmes and services for your child who is registered at our authorised Centres. YOU agree
to provide accurate and complete information when YOU register for the Programmes and
services and YOU agree to keep such information accurate and complete during the entire time
that YOU use the Programmes and services. YOU are solely responsible for any consequences
arising in whole or in part out of your failure to maintain the confidentiality of your login and/or
password. YOU will be solely responsible and liable for any activity that occurs under the login,
including any unauthorised access to or destruction of your data by a third person who has stolen

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your login and/or password. YOU may access the Programmes and services only through the
interfaces and protocols provided or authorised by Principal IP Owner.
6.

CONNECTIONS AND SERVICE AVAILABILITY

6.1 YOU are solely responsible for acquiring and maintaining the Internet or telecommunications
services and devices required to access and/or use the Programmes and services. The
Programmes and services are provided as is and as available.

7.

6.2

Principal IP Owner shall not be liable for any downtime caused by the service provider
(SP) under circumstances beyond its reasonable control.

6.3

Principal IP Owner shall not be liable for any downtime of the Programmes and services
due to reasonable scheduled maintenance, maintenance for critical issues, or circumstances
beyond the reasonable control of Principal IP Owner.

OWNERSHIP OF INTELLECTUAL PROPERTY AND RESTRICTIONS ON USE OF

PROGRAMME MATERIALS
All products, services, content, information displayed, performed or otherwise accessible through
the Beamind Hub, including, without limitation, e-Manual (if any), public materials, critter
images and animations and access codes together with all digital images contained in the
Beamind Hub, software, designs, text, databases, images, photographs, illustrations, audio clips,
video clips, artwork, graphic material, animations and any copyrightable and/or patentable
elements, and the selection and arrangements thereof, and all trademarks, service marks, trade
names, trade dress and patents, (collectively the Programmes material) are the property of
Principal IP Owner, its partners, affiliates, and/or any of their successors and assigns and are
protected, without limitations, by copyright, trademark and patent laws throughout the world.
Without limiting the generality of any other provisions of this e-Agreement, the use of any
Programme materials on any other website or networked computer environment is prohibited.
This e-Agreement grants to YOU a limited license to access and use this Beamind Hub and its
contents, the public materials for your personal, non-commercial use. Except as expressly
provided above, YOU agree that no portion of this Beamind Hub may be accessed, used,
reproduced, duplicated, copied, or otherwise exploited by you for any other purpose, and nothing
contained herein shall be construed as conferring any other right. YOU may not use the
Programme materials in a manner that suggests an association with any of our products. YOU
may not make any modifications to any materials other than as expressly permitted by us.
Without limiting the generality of the foregoing, YOU agree that you shall not:
(i) download or copy any pages in the Hub;
(ii) download or copy any information from the Hub for commercial benefit for you and/or
third party;
(iii) make any resale or commercial use of this Hub or the Programme materials;
(iv) publish any collection or compilation of any product listings, descriptions, or prices;
(v) create any derivation work of this Hub or its contents;
(vi) use any data mining tools, robots, or similar data-gathering and extraction devices with
respect to this Hub and the information contained thereon;
(vii) frame and framing techniques to enclose any trademark, logo, trade name or other content
(including images, text, page layout, or form) of Programme or its licensors; or
(viii) use any meta tags or any other hidden text utilizing the trademarks, logos, trade names
or content of materials provided by the Principal IP Owner.
If YOU download access or use the Programme from the Beamind Hub, the Programme,
including any files, codes, images, and audio clips incorporated in or generated by the

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Programmes, and data accompanying or Programmes are licensed to YOU for your personal,
non-commercial use as a personal, non-exclusive, non-assignable, non-transferable license,
whether directly or indirectly, you shall be subjected to legal proceedings as Principal IP Owner
keeps full and complete title to the Programme and all intellectual property rights therein. YOU
may not redistribute, sell, lend, disassemble or otherwise.
8.

DISCLAIMER AND LIMITATION OF LIABILITY

8.1 YOU agree expressly that use of the Beamind Hub is at your sole risk. Neither the Principal
IP Owner, operations officers, directors, affiliates, employees, agents, third-party content
providers, merchants, nor licensors warrant that Beamind Hub and/or other e-platform will
be uninterrupted or error-free nor do they make any warranty as to the results that may be
obtained from the use of the Beamind Hub, or as to the accuracy, reliability, or currency of
any information, content, service or merchandise provided through the Beamind Hub. We
shall not be liable to YOU or to any third party for any loss or damage whatsoever or
howsoever caused arising directly or indirectly in connection with use of the Beamind Hub.
In addition Principal IP Owner do not warrant that the Beamind Hub or the server that
makes the Beamind Hub and its contents available will work with any particular hardware
and software or configurations or are free of viruses or other harmful components.
8.2 YOU also expressly agree that the Principal IP Owner shall not be responsible for any use
made of the items by other parties in relation to the personal data received.

9.

TRANSFER OF YOUR USER ACCOUNT

We will only recognise YOU, the user, as the operator of the account opened at authorised centre.
YOU are responsible for the operation of your user account, and the same cannot be transferred,
assigned or maintained on behalf of another person.

10. CHANGE OF TERMS OF USE

Principal IP Owner reserves the right at any time to change or modify these terms and conditions,
or any part thereof, or to impose new conditions, including, but not limited to, adding fees and
charges for use and amending the scope of services provided through the site. Such changes,
modifications, additions or deletions shall be effective from the date of posting. Principal IP
Owner reserves the right at any time to change or discontinue any aspect or feature of the
Beamind Hub, including, but not limited to, content, text, image, photographs, graphics, display,
information on or in the Beamind Hub, hours of availability, and equipment needed for access or
use.
11. FORCE MAJEURE
We shall not be liable for any delay or failure to perform our services where such delay is due to
circumstances beyond our reasonable control of the parties. Such circumstances shall include but
shall not be limited to strikes, lock-outs, work stoppages, damage to production plant, acts of
God, lighting, earthquakes, floods, storms, explosion, fires and any natural disaster, act of war,
terrorism, riots, sabotage, and any law, order regulation or other action of any government
authority, regulatory body or agency thereof.
12. APPLICABLE LAW
These Terms and Conditions shall be governed by and construed in accordance with the laws of
the country.

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13. ARBITRATION
Save where otherwise provided herein any dispute, difference or question which shall either
during the term of this e-Agreement or afterwards arise between the parties hereto or their
respective representatives in relation to this e-Agreement shall be referred to arbitration, before
and as a condition precedent to, the initiation of any official complaints to the authorities or
adjudicative action or proceeding.

C.

END USER LICENSE AGREEMENT (EULA)

1.

CONDITIONS OF USE
1.1

2.

GRANT OF RIGHTS
2.1

3.

These license terms are an agreement between the PRINCIPAL IP HOLDERS

(collectively referred to as the LICENSOR) LICENSOR and the Licensee, its parent and
subsidiary companies, their directors, shareholders, employees, operating joint venture
partners, Key Operator of the Licensee or the undersigned of this EULA (collectively
referred to as YOU). These provisions apply to the product and/or content collectively
known as PROGRAMMES belonging to the Licensor and any updates, upgrades or new
components or modules thereof (hereinafter referred to as the PROGRAMMES), which
includes the media on which YOU received it, if any. These terms also apply to any
updates, supplements, Internet-based services, and support services (if any) for this
PROGRAMMES, unless other additional or revised terms accompany those items. If so,
YOU agree that those terms apply and accept to be legally bound by those additional or
revised terms. By using the PROGRAMMES, or by the execution of this EULA or by
clicking on the ACCEPT button or link as may be designated for the purposed of
initiating or activating the PROGRAMMES, YOU hereby accept these terms and agree to
be legally bound by this End User License Agreement (hereinafter referred to as EULA).
If YOU do not accept them, do not use the PROGRAMMES.

Subject to the terms and conditions of this EULA, the LICENSOR and its authorised
license holders (collectively referred to as PRINCIPAL IP HOLDERS) grant YOU a
restricted, non exclusive, revocable, license, to use the PROGRAMMES by either
download and install the most current generally available version of the PROGRAMMES
(including all updates, upgrades, new modules of components thereto) for YOUR personal,
non-commercial purposes SUBJECT TO YOU undertaking to return to the LICENSOR
the previous versions (if any) of the PROGRAMMES in YOUR possession. This
undertaking shall be in a declaration form which will be provided by the LICENSEE and
YOU (if applicable).

LICENSE CONDITIONS
3.1

YOU may not rent, sell, lease, sublicense, distribute, assign, copy or in any way transfer
the PROGRAMMES or use the PROGRAMMES for the benefit of any third party. YOU
MAY NOT MODIFY, REVERSE-ENGINEER, DECOMPILE, DISASSEMBLE,
REMODEL or otherwise discover the PROGRAMMES or attempt to do so for any
reason. Further, YOU may not access, create or modify the source code of the
PROGRAMMES in any way or work around the technical limitations of the

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PROGRAMMES. YOU do not have the right to and may not create derivative works of
the PROGRAMME. All modifications or enhancement to the PROGRAMMES remain the
sole property of the LICENSOR. YOU understand that the PRINCIPAL IP HOLDER, in
its sole discretion, may modify or discontinue or suspend your right to access or use the
PROGRAMMES at any time and the PRINCIPAL IP HOLDER may at any time suspend
or terminate any license hereunder and disable the PROGRAMMES or any of its
component features.
3.2

4.

INTELLECTUAL PROPERTY RIGHTS

4.1

5.

The LICENSOR reserves the right to add additional features or functions to the existing
PROGRAMMES. The Licensor may require the updating of the PROGRAMMES on your
computer when the Licensor release a new version of the PROGRAMMES or when The
Licensor makes any new features available. This update may occur automatically or
through other means and may occur all at once or over multiple sessions. YOU understand
that The Licensor may require your review and acceptance of the Licensors or
PRINCIPAL IP HOLDERs then current privacy and personal data protection policy
and/or end user license agreement before YOU will be permitted a limited license for any
subsequent versions of the PROGRAMMES. YOU acknowledge and agree that the
Licensor have no obligation to make available to YOU any subsequent versions of the
PROGRAMMES.

YOU acknowledge and agree that the PROGRAMMES is licensed, not sold to YOU by
Licensor. YOU acknowledge that the PROGRAMMES, including all code, software key,
content, protocols, software and documentation provided to YOU by the Licensor in
conjunction with the software or the Licensor services are Licensors property or the
property of the Licensors authorised licensed holders and are protected by the law of the
country and international copyright, trademarks, patents and trade secret laws and any
other proprietary rights and laws relating to Intellectual Property Rights. Intellectual
Property Rights means collectively, rights under patent, trademark, industrial design,
copyright and trade secret laws and any other intellectual property or proprietary rights
recognised in any country or jurisdiction worldwide, including without limitation moral or
similar rights. YOU MAY NOT DELETE, ALTER OR REMOVE any copyright,
trademark or other proprietary rights notice the Licensor have placed on the
PROGRAMME. All rights not expressly granted hereunder are expressly reserved to
LICENSOR. YOU shall not cause or permit anything which may damage or endanger the
Intellectual Property Rights or the Licensor's rights to it or assist or allow others to do so
and shall take such reasonable action as the Licensor shall direct in relation to such
infringement. The Intellectual Property Rights shall survive the termination of this EULA
and remains valid for after the expiration of this EULA.

YOUR OBLIGATIONS
5.1

PROGRAMMES Installation and Restricted Use

YOU may only install and use the PROGRAMMES on the authorised computer(s). The
PROGRAMMES can only be used by the authorised users and within the authorised time
period. In the case of employees and principals, it shall be during their employment period
and shall not exceed beyond it.

5.2

Storage/Network Use

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YOU may not store or install a copy of the PROGRAMMES or portion of the
PROGRAMMES to allow your other computers to use the PROGRAMMES over an
internal network or via terminal services and distribute the PROGRAMMES to your other
computers over an internal network. YOU must acquire and dedicate a license for the
PROGRAMMES for each computer on which the PROGRAMMES is used or to which it
is distributed. A license for the PROGRAMMES may not be shared or used concurrently
on different computers.
5.3

Application Sharing
For applications which are not for the PROGRAMMES, YOU should consult with the
Licensor or contact them to determine whether application sharing is permitted by them.
YOU must comply with all applicable laws regarding the use of the PROGRAMMES.

5.4

Non-Commercial Use
Save and except as permitted under this Agreement, YOU may not use or distribute this
PROGRAMMES or any derivative works in any form for commercial purposes. Examples
of commercial purposes would be running business operations, licensing, leasing or selling
the PROGRAMMES or distributing the PROGRAMMES for use with commercial
products.

5.5

Security and Password

YOU shall be provided with a login ID and/or password to access the PROGRAMMES.
YOU are not allowed to share and reveal this information to any unauthorised third party.

5.6

Maintenance
YOU shall at all material times obligated to handle the installer, code, software key (if
any), content, protocols, software and documentation provided by the Licensor with
utmost care and diligent and shall not release any of the items mentioned above to any
unauthorised third party and at another unauthorised location. In the event there is loss or
damage to any of the items mentioned above or others which are not specifically
mentioned herein, YOU shall inform the Licensor immediately and in the case of stolen
items, YOU shall report the loss item to the police and a copy of the police report must be
submitted to the Licensor (if applicable). YOU shall not at any time remove the software
key from Beamind Hub (if applicable). YOU are not allowed to exchange the software key
and Installer among the centres.

5.7

Deactivation and Reactivation

The Licensor has the right to deactivate the PROGRAMMES for noncompliance. The Licensor shall not be responsible to YOU and/or any
other third party if YOU shall fail to inform of any deactivation
immediately (if applicable).
Reactivation process by the Licensor shall only be done if YOU have complied with the
following:

(i) there is no outstanding payment due and owing to the Licensor and/or authorised
centre;

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(ii) YOU have rectified all the non-compliance; and

(iii) You do not breach any other terms and conditions in this EULA and/or any other
related agreements.
However, the Licensor reserves the right not to reactivate the PROGRAMMES even if
YOU have complied with the terms mentioned above.
YOU shall at all material times comply with all the terms and conditions in this EULA and
any other related agreements in particular payment to the Licensor and/or authorised centre
even during the time between the deactivation and the reactivation process takes place.
5.8

Non Disclosure
YOU undertake to treat as confidential and keep secret all Confidential Information
contained or embodied in the PROGRAMMES and all Confidential Information conveyed
to YOU under this EULA at all times even after the termination of this EULA.
In consideration of the disclosure by the Licensor to YOU of the PROGRAMMES and any
other information and data, and the opportunity to benefit from the Licensor's experience,
YOU agree that for 2 years or any maximum period as permitted by the law (whichever is
longer), not to develop, design, manufacture, or distribute the PROGRAMMES or similar
programme, equipment or documentation for any purposes to any customers, or to assist,
counsel or advise any other parties to do so. YOU warrant that the obligations contained
herein shall survive the termination of this EULA.

5.9

Feedback
YOU may provide feedback or suggestions on the PROGRAMMES to the Licensor and/or
authorised centre. In the event YOU provide any feedback or suggestion about the
PROGRAMES to the Licensor and/or authorised centre, YOU give to the Licensor and/or
its authorised centre or its related parties, without charge, the right to use, share and
commercialize those feedback or suggestion in any way and for any purpose as well as any
patent rights necessary for the products, technologies and services to use or interface with
any specific parts of the PROGRAMMES that includes the feedback or suggestion. These
rights accruing or accrued to the benefit of the Licensor or its related parties shall survive
this Agreement.

6.

NO WARRANTIES
The PROGRAMMES comes on a AS IS basis with no warranties. This means no express,
implied or statutory warranty including without limitation warranties of merchantability or
fitness for a particular purpose or any warranty of title or non-infringement. The entire risk
arising out of use or performance of the PROGRAMMES remains with YOU.

7.

TERMINATION
The Licensor may terminate this EULA, disable the PROGRAMMES or cease providing the
Licensor services at any time at the Licensors sole discretion. In such event, YOU must either
destroy all copies of the PROGRAMMES and all of its component parts or return all copies of
the PROGRAMMES and all of its component parts to the Licensor. The expiration or termination
of this EULA (whichever is the case) shall be without prejudice to the accrued rights of the
parties and any provision hereof which relates to or governs the acts of the parties hereto

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subsequent to such expiry or termination hereof shall remain in full force and effect and shall be
enforceable notwithstanding such expiry or termination. Such expiration or termination of this
EULA shall not relieve YOU of any of your obligations to the Licensor existing at the time of
expiration or termination as those obligations which by their nature survive the expiration or
termination of this EULA. The Licensor shall not by reason of such expiry or termination be
liable to YOU for compensation or damages on account of the loss of present or prospective
profits on sales or anticipated sales, or expenditures, investments or commitments made in
connection therewith.
8.

LIMITATION OF LIABILITY
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT IN NO EVENT WILL THE
LICENSOR OR ITS AFFILIATES OR THEIR EMPLOYEES, DISTRIBUTORS, SUPPLIERS,
MERCHANT PARTNERS, ADVERTISERS, DIRECTORS OR AGENTS (EACH A
PROTECTED PARTY, COLLECTIVELY PROTECTED PARTIES) BE LIABLE FOR
ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR
EXEMPLARY DAMAGES OR OTHER RELIEF ARISING OUT OF, OR RELATED TO, THIS
EULA OR TO YOUR USE OR INABILITY TO USE THIS SOFTWARE OR LICENSORS
SERVICES INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST BUSINESS OR
LOST OPPORTUNITY, GOODWILL OR OTHER INTANGIBLE LOSSES.

9.

INDEMNITY, DAMAGES AND OTHER REMEDIES

9.1

YOU shall indemnify and keep the Licensor indemnified from and against any and all loss,
damage or liability whether criminal or civil suffered and legal fees and costs incurred by
the Licensor arising from any:
(i) neglect or default of YOU or its agents, employees, licensees or customers in
connection with the distribution, training and implementation of the
PROGRAMMES;
(ii) damage, injury or death to any person or property or any part thereof;
(iii) other reason so long as such loss, damage, liability fees or costs resulted from the
PROGRAMMES;
(iv) breach of any terms or conditions under this EULA or of laws, regulations or by-laws
by YOU; or
(v) any liability incurred to third parties or any losses sustained by the Licensor due to
any use of the Intellectual Property Rights by YOU otherwise than in accordance with
this EULA.

9.2

YOU hereby agree and undertake to fully and effectively and keep indemnified the
Licensor as well after as before the expiry or termination hereof (whichever is the case) for
and against all liability for any damages, loss, claims, demands, expenses (including legal
and professional expenses), costs and liabilities which the Licensor may at any time incur
as a result of any and all breaches by YOU of any provisions of this EULA.

9.3

In addition to the above remedies, YOU therefore agree that if it ever engages in any such
unauthorised use of the Intellectual Property Rights, PROGRAMMES or its components,
or action or inaction that threatens the goodwill or continuity of the PROGRAMMES,
whether during and after the expiry of this EULA, the Licensor shall be entitled in addition
to any remedies authorised by the law or this EULA, both temporary and permanent
injunctive relief from any court of jurisdiction.

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10. SEVERABILITY
10.1 Each of the restrictions and provisions contained in this EULA and in each clause and subclause hereof shall be construed as independent of every other such restriction and
provision to the effect that if any provision of this EULA or the application of any person,
firm or company or to any circumstances shall be determined to be invalid and
unenforceable then such determination shall not affect any other provision of the EULA or
the application of such provision to any person, firm, company or circumstances all of
which other provisions shall remain in full force and effect.
11. APPLICABLE LAW
Both parties agree that this EULA and all rights and obligations of the parties hereto shall be
governed and construed in accordance with the laws of the country and the parties hereto hereby
submit to the jurisdiction of the Malaysian Courts.
12. ARBITRATION
Save where otherwise provided herein any dispute, difference or question which shall either
during the term of this e-Agreement or afterwards arise between the parties hereto or their
respective representatives in relation to this e-Agreement shall be referred to arbitration, before
and as a condition precedent to, the initiation of any official complaints to the authorities or
adjudicative action or proceeding.

ANY UNAUTHORISED USE OR COPYING OR INFRINGEMENT MAY LEAD TO CIVIL

AND CRIMINAL PROSECUTION.

E/001/26.09.2013