END USER LICENSE AGREEMENT

1. Definitions

Whenever used in this Agreement, the following capitalised terms shall have the respective meaning specified below:

“Day” Means a period of days or a day on which financial institutions are open for business in Kuala Lumpur and Selangor (not being a Public Holiday, Saturday or Sunday) and any reference to a “day”, “week”, “month” or “year” is to that day, week, month or year in accordance with the Gregorian calendar and a period of days from the happening of an event or the doing of any act or thing shall be deemed to be inclusive of the day on which the event happens or the act or thing is done and if the last day of the period is a weekly holiday or a public holiday (“the excluded day”) the period shall include the next following day which is not an excluded day.

“EULA” Means this standard End User License Agreement.

“Interact” Means Interact Technology Sdn. Bhd. (Company No.: 200801033108)

“Licensee” Means a physical person or legal entity that has acquired a license to the Software.

“Partner” Means the authorised reseller for Interact from whom the Licensee has purchased the license to the Software.

“End User Licence Agreements” Means a legal instrument defining and governing the permitted use of Software as between the End User and Interact and Third Party Suppliers.

“Software” Means any software products, tool, utility, documentation, or similar delivered by Interact or third party providers including the license file, and any revision, update, or upgrade hereto which are made available by Interact to the Licensee under the terms and conditions set out in this EULA.

“Third Party Suppliers” Means third party suppliers or affiliates of Software.

2. Grant of License

2.1 Interact hereby grants to the Licensee a non-assignable, non-exclusive and non-sublicensed right to use the Software accordance with the terms and conditions set out in this EULA solely for the Licensee’s own internal business operations. Should the Licensee use or sublicense the Software for another legal entity’s business operation, Interact is entitled to a penalty to two times Interact’s list price for the unpaid End User license. The license is effective upon installation by the Licensee and remains in force until termination by either party.

2.2 The Licensee shall not directly or indirectly:

1. sell, rent out, lease, license, distribute, market, exploit the Product or any of its parts commercially;
2. reverse engineer, decompile, disassemble, adapt, reproduce or create derivate works of this Product;
3. remove, alter, disable or circumvent any copyright and trademark indications or other authorship and origin information, notices or labels contained on or within this Product;
4. export or re-export this product or any copy of adaptation in violation of any applicable laws or regulations;
5. create, use, share and/or publish by any means in relation to the Software any material (text, words, images, sounds, videos, etc) which would breach of a duty of confidentiality, infringe any intellectual property right or an individual’s right to privacy or which would incite the committing of an unlawful act (in particular, piracy, cracking or circulation of counterfeit software);
6. modify, distort, block, abnormally burden, disrupt, slow down and/or hinder the normal functioning of all or part of the Software, or their accessibility to other users, or the functioning of the partner networks of the Software, or attempt to do any of the above; and
7. transmit or propagate any virus, trojan horse, worm, bomb, corrupted file and/or similar destructive device or corrupted data in relation to the Software and organise, participate or involved in any way in an attack on Interact’s servers and / or Software and/ or those of its suppliers and partner.

2.3 The Software is licensed as a subscription license that needs to be renewed every two (2) years. The subscription license is automatically renewed, unless the Licensee has informed the Partner otherwise by giving three (3) months written notice before the expiration of the subscription.

2.4 The Software is a standard product. It shall be the sole responsibility of the Licensee to ensure that the functions of the Software fulfil the requirements and expectations of the Licensee.

2.5 The Licensee agrees that Interact may audit the Licensee’s use of Software for compliance with this EULA at any time, upon reasonable notice. In the event that such an audit reveals any use of this Software by the Licensee other than in full compliance with the terms of this EULA, the Licensee shall reimburse Interact for all reasonable expenses related to such an audit in addition to any other liabilities the Licensee may incur as a result of such non-compliance.

2.6 In case of sooner determination or termination of the agreement between Interact and Partner, Interact may with regard to Interact’s Software take over or reassign the Licensee of the Partner to another partner.

3. Ownership

The Licensee agrees that Interact, Third Party Suppliers and Partner own their respective proprietary rights, including data relating to the Licensee, patent, copyright, trade secret, trademarks, other proprietary rights, in any copy, translation, modification, adaptation or derivative works of the Software and other services, including any improvement or development thereof. Nothing in this Agreement grants the Licensee any ownership right in the Software.

4. Intellectual Property Rights

4.1 The Licensee shall obtain no rights to the Software. Interact, Third Party Suppliers and Partner retains all intellectual property rights to the Software, updates, documentation, and all data enclosed in it, including but not limited to, copyright, trademarks (whether registered or not) and other rights, title and interests in the Software.

5. Use of the Software

5.1 By installing, copying, or otherwise using the Software, the Licensee agrees to be bound by the terms of this EULA.

5.2 The Licensee acknowledges that the use of some parts of the Software and licensing may require connection to the Internet.

5.3 The Licensee alone is responsible for the backup of all data, configurations and settings stored in the Software.

5.4 The Licensee accepts that Interact can have access to data as part of a support incident, preventive troubleshooting, debugging, or other activities to ensure stable operation of the Software. Interact may collect telemetry data about usage of the Software for performance, optimization, improvement and statistics.

6. Updates and Support

6.1 Interact may make available to Licensee an update to the Software in such form and format in its sole discretion, deems appropriate. Interact reserves the right, in its sole discretion, not to create an update. Nothing herein entitles Licensee to receive a minimum and/or any number of updates at any time whatsoever.

6.2 Immediately after a reproducible error or defect is discovered or should be discovered, the Licensee must give notice to the Partner or Interact and specify the effort or defect upon notification.

6.3 Interact shall provide Partner with online support services related to the Software in its discretion and for the sole purpose of addressing technical issues relating to the use of the Software. The actual scope and procedure for remedy of any errors and defects is at the free and independent discretion of Interact, who may remedy essential errors and defects by releasing an update of the Software. Interact will remedy non-essential errors and defects to the extent Interact finds it necessary.

6.4 All deliveries of Software will be electronic. For avoidance of doubt, the Licensee are responsible for the installation of any Software.

7. Warranty Disclaimer

7.1 The Licensee acknowledge and agree that the Software is supplied on an ‘as is where is” basis. Interact, Partner and its Third Party Suppliers do not make and hereby disclaim any guarantees, conditions, warranties of any kind, express, implied or statutory or other terms including as to its conformity, accuracy, security, implied warranties, non-infringement and your satisfaction. Interact and Partner does not warrant that the Software will be uninterrupted or error free or that the Software is free of viruses or other harmful components.

7.2 Interact shall not be liable for any defects, any warranty of fitness or suitability in all situations and combinations.

8. Exclusion of Liability

8.1 It is hereby agreed between the Parties hereto that Interact shall under no circumstances be responsible or liable (save where such liability may arise from any proven misfeasance of Interact and / or Partner) in any way whatsoever for: –

1. any open source errors including functionality issues, unpredictability, and other errors that could have an adverse effect on the Software’s performance;
2. the interaction between the Software and any other hardware and / or software environment and organisation at the Licensee’s location or at any remote location, including but not limited to hosting or data centers;
3. errors, defects and inexpediency of third party’s standard products, delivered by Interact;
4. the Licensee’s changes and / or modifications in or with the Software;
5. compatibility between the Software and any new version, update of third party’s software;
6. unless otherwise agreed, Interact is not responsible for the security, hacking, malware, attacks on Interact’s Software or any losses derived from such incident (if any);
7. any loss of data or contents or privacy, corrupted data or contents for whatsoever reasons;
8. any acts or omissions of the Partner or Third Party Suppliers for Interact;
9. any loss of profit, business interruption or any direct or indirect, incidental, consequential, exemplary or punitive damages, or legal fees on solicitors-client basis (if any) arising out of this Agreement;
10. any tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent) or otherwise; and
11. In no event Interact shall be liable for any direct, indirect, incidental, consequential losses and damages arising in connection of with the use of the Software or any related third party services.

In all circumstances, the maximum liability of Interact, its Partner, agents, employees and/or servant for damages, regardless of the form of action, whether in contract or tort or otherwise, shall be limited to the fees paid to Interact (if any) and / or Partner in respect of this Agreement.

9. Indemnification

Licensee shall indemnify, defend and hold harmless Interact and /or Partner and /or Third Party Suppliers from and against any and all claims, damages and expenses (including legal fees on solicitors-client basis) by any third party attributable to the Licensee’s fault and /or violation of any provision of EULA and / or misuse of the Software.

10. Termination

10.1 There shall be no termination during the two (2) years subscription by the Licensee. In the event the Licensee terminate the Agreement for whatsoever reasons not attributed by Interact or Partner, the Licensee shall forthwith pay to the Partner the fees for the remaining unexpired period of two (2) years and the follows shall apply:

1. Interact is entitled to deactivate or suspend the Licensee’s account and hold all the Licensee’s data on lien until the unpaid fees are settled;
2. Upon clearance of fees in full, this Agreement shall become null and void and be of no further effect and neither party hereto shall have any further claims, action or proceeding against the other in respect of or arising out of this Agreement; and
3. In the event of such termination, Licensee shall not be entitled to claim any compensation or refund from Interact and / or Partner for any loss, damage and expenses suffered whatsoever (including but not limited to loss of profit, loss arising from capital investment, overheads).

10.2 Upon sooner determination or expiration of the Agreement and provided that all outstanding fees payable to Interact (if any) and / or Partner are settled, the Licensee shall extract and download all the data in the Software within the grace period of one (1) month from the expiration or notice of termination (which ever applicable), failing which, the Licensee’s data will be permanently removed by Interact and the Licensee will not be able to retrieve the data after the one (1) month grace period. Interact and / or Partner shall not be liable for any miscommunication or loss of Licensee’s data.

10.3 Expiration or termination of this Agreement will not relieve either Party from its obligations arising hereunder prior to such expiration or termination. Rights and obligations which, by their nature, should survive and will remain in effect after termination or expiration of this Agreement.

11. Confidentiality

11.1 The Licensee agree that all non-public technical information and business information, programming, software code, underlying technology or trade secrets, intellectual property, trademarks, copyright, software or any performance information in relation of the Software, documentation, data, financial information, terms and pricing and any other information (“Confidential Information”) which in the circumstances of its disclosure could reasonably be viewed as confidential such as information related to past, present, or future development, or any proprietary products, materials or methodologies, or any other information which provides the disclosing party with a competitive advantage. Except as expressly authorised herein, the Licensee shall hold in confidence and not use or disclose any of the Confidential Information.

11.2 The obligations of confidence will not apply to:

1. any Confidential Information which at the time of receipt is in, or has since come into, the public domain;
2. any Confidential Information which was or has been independently developed or derived by either party without any unauthorised reliance on the other party’s Confidential Information;
3. use or disclosure of Confidential Information after either party has received that Confidential Information from a third party without accompanying markings or disclosure restrictions and in circumstances which did not involve breach of any obligation of confidence;
4. The Confidential Information is approved for release in writing by an authorized representative of the disclosing party.

This clause shall survive the expiration or termination of this Agreement.

12. Alteration & Modification

Interact may update, modify or amend this EULA from time to time, including any referenced policies and other documents.

13. Assignment

Neither this Agreement nor any rights or obligations of Licensee hereunder will be assignable or transferable by Licensee, in whole or in part, by operation of law or otherwise, without the prior written consent of Interact or Partner. Any attempted assignment, subcontract or other transfer of this Agreement or any of Licensee’s rights or obligations hereunder will have no time any legal validity and will be considered a material breach of this Agreement. This Agreement will be binging upon and inure to the benefit of the Parties and their permitted successors and assigns.

14. Governing Law

The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of Malaysia without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction and parties hereto agree to submit to the jurisdiction of the Malaysian Courts.

15. Dispute Resolution

In the event of a dispute arising out of this Agreement, the parties must use their best endeavours to resolve that dispute by negotiation or otherwise in good faith and recognizing their mutual interests, attempting to reach a just and equitable solution satisfactory to both parties. Interact and / or Partner shall be entitled to recover legal fees on solicitors-client basis and costs if Interact and / or Partner brings legal action due to the antecedent breach of any terms and conditions of this Agreement by the Licensee.

16. Severability

Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be omitted or changed and the remaining provisions of this Agreement shall remain in full force and effect and shall be interpreted to best accomplish the objectives of the original provision to the fullest extent allowed by law.

17. Non-Waiver

The failure of either party to insist upon or enforce strict conformance by the other party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment of such party’s right unless such waiver or relinquishment is explicitly made in writing, and shall not constitute any subsequent waiver or relinquishment.

18. Survival

All provisions of this Agreement that would reasonably be expected to survive the termination of this Agreement will do so.

19. Headings

The numbering, captions, and typographical formatting of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement nor shall such headings otherwise be given any legal effect.

20. Time

Time as referred to is the essence of this Agreement.

21. Entire Agreement

This Agreement refers to the full agreement of the Parties in relation to the essence of this Agreement and cancels and supersedes any prior agreement, implied or implied terms or conditions, whether orally or in writing.

22. Electronic Notices

Interact and /or Partner may provide you with information and notices regarding the Software via the email address you designate when registering your account or thereafter. Interact and / or Partner may provide notices to you via email or by posting the notice on the Interact’s and / or Partner’s website.