Agreement

The undersigned Client hereby requests that MCDS Technologies Sdn Bhd (“MCDS”), a company incorporated in Malaysia, validate it for use of MCDS Technologies (MCDS) and/or cloud (“Services”) in accordance with the applicable Services price schedule and data sheets submitted by Client.

CLIENT ACKNOWLEDGES AND AGREES THAT ITS USE OF THE SERVICES WILL BE SUBJECT TO THE TERMS AND CONDITIONS WHICH ARE STATED BELOW, INCLUDING, WITHOUT LIMITATION, THE STATED WARRANTY DISCLAIMERS, AND LIABILITY EXCLUSIONS AND LIMITATIONS. SERVICES USAGE TERMS AND CONDITIONS.

In consideration of its making use of the Services available to Client and to other parties who are permitted to use Client’s user numbers, Client will pay MCDS for such usage, upon receipt of MCDS’s invoice, at MCDS’s published services rates which are then in effect, plus any applicable sales, value-added, or similar taxes. Invoices not paid within fourth (40) days from the date of proforma invoice are subject to interest charges at a rate equal to eight (8%) percent per month (compounded monthly), or at the maximum lawful interest rate allowable, whichever is lower. MCDS will give notice of any non-payment and specify a cure period of at least ten (10) days from the date of the proforma invoice. If an invoice remains unpaid after the cure period expires, MCDS may (reserving all other legal remedies and rights) terminate this Agreement without further notice to the Client. All invoices will be sent out 40 days (inclusive of 10 days grace periods) before expiring. Thereafter dongle security will trigger the automated suspension of customer subscriptions. Effective 1 Jun 2014 all the module’s activation, and deactivation will cost RM 900.00 admin fees per request. There will be a cost of reactivation admin fees of RM 900.00 if your account is suspended due to the outstanding payment (The suspended account will be permanently terminated after 30 days expired of the subscription, thereafter customer require to place a new order with a new price effective). Once Services are disconnected, it may take more than 24 hours after the overdue amounts have been paid for MCDS to reconnect the Services.

All the services provided by MCDS are subjected to the thirty-six (36) months minimum commitment period, if you are subscribed to participating in MCDS’s services commencing from the date of acceptance of this services, any previous services contract you had contracted for with MCDSs, shall be deemed terminated as at the date of execution of this services and client shall be subject to any early termination charges of the such previous contract, if applicable.

During the Minimum Period of services, Client shall NOT :

1. terminate their MCDS services to other services provider
2. suspend their MCDS services
3. change the rate plan they had registered for pursuant to the services. However, any upgrade of a rate is allowed in accordance to the applicable fee/s; and/or

If any of the events above occur during the minimum commitment period, the Client is subjected to an early termination charge as summed below:-

1. For 36 months minimum commitment period: The client agrees that MCDS has the right to impose an early termination charge you are responsible for paying if you terminate your 36-month contract before its expiry. The early termination charge is calculated based on [(Recommended Retail Price (RRP) x (Remaining month(s))] + RM 900 administration fee. Payment of the early termination charge is payable by the client in addition to all monies owing to MCDS up to the time of early termination.

Auto-Renewal: Subscriptions will be automatically renewed on a yearly basis unless a termination notice is received at least 90 days prior to the expiration of service.

MCDS reserves the right to change its published list rates or institute new charges for access to or use of the Services at any time by notifying the Client of such changes by email and/or postal mail at least thirty (30) days before the new prices become effective. Continued use of the Services after notification constitutes acceptance by Client of such modified prices.

The client is responsible for providing a personal computer, modem, other hardware, and/or Internet services (including browser software) required for accessing and using the Services.

The client will not resell the Services to third parties without MCDS’s express written agreement. MCDS will grant consent if, in MCDS’s sole discretion, resale will not be detrimental to MCDS’s interests and the Client will be able to adequately support prospective third-party users. If Client makes access to Services available to third parties, Client agrees to indemnify and hold MCDS harmless from any liability, costs, or damages arising out of claims or suits by such third parties.

The client is not authorized to copy for republication and dissemination of any materials, which it accesses by means of the use of the Services if such materials are identified as the intellectual property of MCDS or of any third party. The client will not delete any intellectual property rights notices from printouts of materials, which are electronically accessed.

MCDS will not be obligated to exercise greater care to protect the Client’s data against physical damage or unauthorized access or disclosure than it uses to protect its own data of a similar nature. Upon termination, hosting and/or cloud will be shut down to maintain data integrity. Data will be transfer to a physical drive for self-collection.

THERE ARE NO STATUTORY OR IMPLIED WARRANTIES OF ANY KIND RELATING TO THE SERVICES. MCDS DOES NOT WARRANT THAT THE SERVICES WILL MEET CLIENT’S REQUIREMENTS OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. CLIENT IS RESPONSIBLE FOR TAKING APPROPRIATE PRECAUTIONS AGAINST DAMAGES TO ITS OPERATIONS, WHICH COULD BE CAUSED BY SERVICES DEFECTS, ERRORS, INTERRUPTIONS, OR MALFUNCTIONS. MCDS WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND OR NATURE WHATSOEVER RESULTING FROM

(I) THE USE OF THE INTERNET BY CLIENT IN CONNECTION WITH THE SERVICES OR FROM THE INABILITY OF CLIENT TO MAKE OR MAINTAIN ONLINE CONNECTIONS THROUGH THE INTERNET

The client will indemnify and hold MCDS harmless from any demands, claims, or causes of action, including damages, expenses, or amounts paid in a settlement arising from

(a) the unlawful or improper use of the Services,

(b) alleged copyright, or other intellectual property rights infringement, defamation or other torts on account of information content provided to MCDS by Client.

Except for the failure to make payments when due, neither party will be liable to the other by reason of any failure in performance of this Agreement if the failure arises out of the unavailability of third party communication facilities or energy sources, acts of God, acts of the other party, acts of governmental authority, fires, strikes, delays in transportation, riots or war, or any other cause beyond the reasonable control of that party.

Client authorizes MCDS to include Client’s name, contact information and other relevant directory information relating to Client’s use of the Services in directories of MCDS’s subscribers or licensees held, processed, and maintained in Malaysia or elsewhere, which may be disclosed to MCDS affiliates, distributors and resellers.

MCDS and Client agree to collaborate on the preparation and release of a mutually acceptable press announcement referencing the new business relationship contemplated by this Agreement within thirty (30) days after Client signs this Agreement; provided that MCDS will not make a press release concerning Client’s use of the Services acquired under this Agreement without Client’s prior consent.

Any action based on, arising out of, or relating to the provision of or failure to provide the Services will be commenced within not more than two (2) years after the date the right, claim, demand, or cause of action first arises, and will be determined in accordance with the law of Malaysia. Each party submits to the non-exclusive jurisdiction of the courts exercising jurisdiction in Malaysia and waives any right it might have to claim that those courts are an inconvenient forum or do not have jurisdiction. Any right to a jury trial in any such action is waived.

No waiver, alteration, or modification of any of the provisions hereof will be binding unless in writing and signed by a duly authorized representative of the party to be bound.

This Agreement contains the entire and only understanding and agreement of the parties concerning or relating to the Services. The terms and conditions contained in any purchase order form, which may be submitted by Client for such Services will not be applicable or effective even if receipt of such document is acknowledged.

In consideration of MCDS providing access to the Services, Client hereby acknowledges that it has read and agrees to be bound by this Agreement. MCDS’s acceptance, if it is given, will be indicated by the validation of the Client’s account