END USER LICENSE AGREEMENT

This End User License Agreement (this “EULA”) is a legally binding agreement between Plexis AI Inc., on behalf of itself and its subsidiaries (collectively, the “Company”), and (i) the entity or organization you represent, or (ii) if no entity or organization is designated in connection with the purchase or use of the license, you in your individual capacity (“you” or “your”). This EULA governs your access to and use of the Company’s software application (the “Software”). These terms and conditions, together with the commercial terms set out in the annex/order form attached or referenced hereto (the “Annex”), collectively form the EULA. By accepting this EULA, you represent and warrant that you have the authority to bind the entity you represent (if any). In the event of any conflict between this EULA and the Annex, the Annex shall prevail, unless expressly stated otherwise.

By paying the license fee for the Software without promptly requesting a refund or otherwise using the application, such acts indicate your acceptance and your agreement to be bound by this EULA.

You acknowledge and agree: (a) that you are a licensee, not an owner, of the Software and any copies of the Software without any right to further transfer or distribute of the Software or any copies of the Software or provide access to the Software in any manner without the Company’s prior written consent; (b) not to challenge the enforceability or validity of this EULA; and (c) not to initiate any proceedings inconsistent with the terms of this EULA.

TERMS AND CONDITIONS

1. DEFINED TERMS

1.1. “Affiliates” means in relation to the Company, its related entities, subsidiaries or any other entities which directly or indirectly controls, is directly or indirectly controlled by or is under direct or indirect common control with, the Company from time to time.

1.2. “Agreement” means these Terms and Conditions, Schedule A and the Annex. These Terms and Conditions apply to the provision by the Company to the End User of the services, as more particularly described in the attached Annex, agreed between the Parties. In the event of any conflict or inconsistency, the Annex shall prevail over these Terms and Conditions.

1.3. “Annex” means the commercial terms attached to this Agreement, and marked as the ‘Key Commercial Terms’.

1.4. “API” means Application Programming Interface.

1.5. “Business Day” means a day on which banks are open for business in Malaysia (excluding Saturdays, Sundays and public holidays).

1.6. “Confidential Information” means any information disclosed by the Company to the End User, either directly or indirectly in writing, orally, or by inspection of tangible objects relating to the Company including without limitation data, text, pictures, audio, video, logos and copy.

1.7. “Content” includes text, data, graphics, images, video or other content.

1.8. “Credentials” means any form of authorization provided to the End User from the Company for purposes of authorising or identifying the End User when the end user uses The Software or any of its features.

1.9. “Effective Date” means the date as set out in the Annex.

1.10. “End User Data” means any data, information or material of the End User or the End User's employees, customers and patients, including any Personal Data of the End User's employees, customers and patients, submitted or uploaded by the End User onto The Software or made available to the Company during the Term.

1.11. “Intellectual Property Rights” means: (a) copyright, patents, database rights and rights in trade marks, designs, know-how and confidential information (whether registered or unregistered); (b) applications for registration, and the right to apply for registration, for any of these rights; and (c) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world.

1.12. “The Software” means a cloud-based, web application which: (a) provides the ability for doctors and clinic operatives to maintain their medical workflow through coded tools; and;

(b) contains data storage functionalities such as patients electronic health records and clinic practice management features, and shall include all Intellectual Property Rights in and to the Company

1.13. “Personal Data” means data that relates directly or indirectly to a data subject, who is identified or identifiable from that information or from that and other information in the possession of a data user, including any sensitive personal data and expression of opinion about the data subject.

1.14. “Premium Features” means the additional premium features that the End User can elect to obtain for its The Software offering during the Term as set out in the Annex.

1.15. “Service Level Guarantee” means the service levels for the Company as set out in the Annex.

1.16. “Subscription Fees” means the fees paid by the End User to the Company in consideration of the End User’s use of The Software and as stated in the Annex.

1.17. “Refund Policy” means the refund policy of paid fees paid by the End User to the Company in consideration of the End User’s use of The Software and as stated in the Annex.

1.18. “Term” means the duration of this Agreement as set out in the Annex.

1.19. “Termination Fee” means the fees due and payable by the End User for terminating this Agreement for convenience as set out in the Annex.

1.20. “Third Party” means a party other than the End User and the Company, and includes without limitation a subcontractor or a third party service provider engaged by the Company for the purposes of managing and improving the business operations of the Company and to allow the Company to improve The Software and the related products and services.

1.21. “EULA” means this End User License Agreement.

2. LICENCE

2.1. By signing, you are accepting this (“EULA”) Agreement, the End User agrees that this Agreement is a legally binding and valid contract and agrees to be bound by and shall adhere to all the terms and conditions of this Agreement and shall procure the same of all End User employees, patients or customers that are authorised (and permitted under or pursuant to this Agreement) to use The Software. The End User shall abide by all applicable laws during the Term.

2.2. The Company grants the End User a limited, non-exclusive, non-transferable, non-sublicensable and revocable license during the Term to remotely access and use the Software as a cloud service by Authorized Users from any location, strictly in accordance with this Agreement.

2.3. End User hereby acknowledges that the Company owns all the rights, title and interest to and in The Software, and the End User shall not acquire and shall not claim any right, title or interest in and to The Software by virtue of the license granted in terms of this Agreement, and the use of The Software shall inure to the benefit of the Company The End User further agrees to take all necessary steps and co-operate with the Company in effecting or perfecting the Intellectual Property Rights in and to the Company

2.4. The goodwill arising out of the use of The Software by the End User shall accrue to and shall be held in trust for the Company, which goodwill the End User agrees to assign, without any additional consideration, to the Company whether during or after the term of this Agreement.

2.5. The End User shall co-operate with the Company in establishing, confirming and enforcing the Company’s ownership rights and all other rights and interests in and to the Company

2.6. The End User is not and shall not act as an agent of the Company Without limiting the generality of the foregoing, the End User shall not make any representations or give any warranty in relation to the Company when using The Software except to the extent that the End User may describe itself as a licensed user of The Software.

2.7. Notwithstanding anything, it is agreed that nothing in this Agreement shall be construed or understood to prevent the Company or its Affiliates or any other person from using The Software to whom the Company may permit.

2.8. The End User (the licensee) recognises and acknowledges the title of the Company (the licensor) in and to the Intellectual Property Rights, and it is agreed and understood that the End User shall not do or suffer to be done any act or thing which will in any way impair the rights of the Company in and to the Intellectual Property Rights.

3. SERVICES

3.1. Services. The Company shall make available The Software to the End User within a reasonable period of time, and in any event no later than the Go Live date from the due execution of this Agreement. The Company shall ensure that The Software will be made available to the End User in accordance with the Service Level Guarantee. The Company reserves the right at all times to modify The Software and its related services by providing the End User with seven (7) days’ notice (except in case of any emergency upgrade, maintenance, fixes etc.) in writing provided always that any such modification shall not, as reasonably determined by the Company, result in the End User experiencing a significant drop in the service level and functionality of The Software and its related services. The End User may at any time during the Term elect to upgrade its Software offering by choosing one or more of the Premium Features. No later than fourteen (14) days from the date on which the End User notifies the Company of its intent to choose one or more of the Premium Features, the Company shall make such Premium Features available to the End User together with a corresponding increase in the Subscription Fees, as may be determined by the Company at its sole discretion.

3.2. Service Support. The Company warrants that the support for The Software will be provided as outlined in the Service Level Agreement (SLA), and:

3.2.1. ongoing support of bug fixes and stability upgrades of The Software, provided always that the End User shall:

3.2.2. provide the Company with access to its users to duplicate and resolve errors;

3.2.3. supervise, control and manage the use of The Software in accordance with this Agreement;

3.2.4. document and promptly report all errors or malfunctions in The Software to the Company; and

3.2.5. take all steps necessary to carry out procedures for the rectification of errors or malfunctions within a reasonable time after such procedures have been issued by the Company by following the SLA.

3.3. Subscription Fees. The End User shall pay to the Company the Subscription Fees as more particularly described in the Annex. All sums payable under this Agreement are exclusive of GST, SST service tax, or withholding taxes, for which the End User shall be solely responsible and which shall be payable by the End User in addition to the Subscription Fees.

Maintenance Releases. the Company may, in its sole and absolute discretion, provide updates, enhancements, bug fixes, and/or technical support for the Software (“Maintenance Release”).

the Company reserves the right to offer at an additional charge any new release and/or products sold separately from the Software.

The Company will notify and remind the End User for subsequent renewals as per the standard procedures of number of times within 3-5 calendar days in advance, the due date for payment by the End User of such License Fee shall be made at least one (1) days before the date of License expiry. If the End User fails to make payment due to the Company under this Agreement by the due date for payment, then, the End User shall pay interest on the overdue amount at the rate of 10% per annum. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The End User shall pay the interest together with the overdue amount.

4. USER AGREEMENT

4.1.  Use.

4.1.1. The End User’s license to use The Software is limited to the number of licenses subscribed to by the End User for the Term, and for the features of The Software as set out in the Annex. The End User acknowledges that additional fees shall be payable on any plan upgrades, and/ or any change in the features of The Software which is requested by a duly authorised representative of the End User, and approved by a duly authorised representative of the Company in writing.

4.1.2. In the event that the Company provides any equipment, including any designated equipment, as detailed in the Annex, the End User acknowledges and agrees that such equipment is provided to the End User on an “as is” basis and that the Company shall not be responsible for any such equipment. It is the End User’s sole responsibility to maintain any such equipment at its own cost. The equipment may be subject to warranty terms provided by the equipment manufacturer or distributor as the case may be, and the Company shall assist the End User to obtain any such warranty terms (if available) from the equipment manufacturer or distributor as the case may be. The End User remains solely responsible for liaising with the relevant equipment manufacturer or distributor with regard to any claims to be made in relation to the condition of the equipment throughout the duration of its use by the End User.

4.1.3. The End User is responsible for the safety and security of its Credentials. The End User shall immediately notify the Company if its Credentials have been stolen or compromised.

4.2.  Use Restrictions. The End User shall:

4.2.1. only use The Software in compliance with this Agreement, all applicable laws and not for any unlawful purpose and shall remain solely responsible for its use of The Software including the allocation of rights for each user account;

4.2.2. not assign, sublicense, novate, share, re-sell, offer for re-sale, loan, rent, lease, borrow, transfer, network, sell, or distribute copies in whole or in part of, The Software without the prior written consent of the Company;

4.2.3. not, and shall not attempt to, copy (or allow others to copy or evaluate copies of), adapt, modify, reverse engineer, disassemble or decompile or make error corrections to, create any derivative works or other works that are based upon or derived from The Software, in whole or in part;

4.2.4. ensure that The Software is installed on designated equipment only;

4.2.5. ensure that proper records are maintained about the locations where The Software is being used and produce such records to the Company on request from time to time;

4.2.6. take all steps to prevent unauthorised use and copying and notify the Company as soon as it becomes aware of any unauthorised use and/or copying of the Company by any person;

4.2.7. not use, display, distribute, send or store viruses, worms, Trojan horses and other harmful code, material that is unlawful, infringing, pornographic, racist, vulgar, obscene, defamatory, libelous, abusive, promoting hatred, discriminating or displaying prejudice based on religion, ethnic heritage, race, sexual orientation or age or data that violates the rights of any individual or entity or which are in contravention of any applicable laws;

4.2.8. not allow the Company to become the subject of any charge, lien or encumbrance;

4.2.9. not circumvent, or attempt to circumvent, any technical measures that the Company or its Affiliates have put in place to safeguard the Company;

4.2.10. not, without the Company’s prior written approval, access or use, or attempt to access or use, any portion of the Company other than with (i) a commercial browser (such as Chrome, Internet Explorer or Mozilla Firefox), (ii) an application made for mobile or handheld device(s) that is developed and distributed by the Company, or (iii) the Company’s API using Credentials issued to the End User directly by the Company;

4.2.11. not access or use, or attempt to access or use, the Company without validly-issued active Credentials;

4.2.12. not do or attempt to access, use or disseminate the Company, nor any information or files accessible via the Company, in a manner that violates any applicable law or regulation or the rights of any individual or entity;

4.2.13. not sell or transfer any information included in the Company or use such information to market any product or service – including by sending, or facilitating the sending of, unsolicited emails or spam;

4.2.14. not probe, scan or test the vulnerability of the Company, or of the system or network supporting the Company, or circumvent any security or authentication measures;

4.2.15. not disable, bypass, defeat, avoid, remove, deactivate or otherwise circumvent any technical measures we have implemented to safeguard the stability of the Company, or the confidentiality, integrity or availability of any information, Content or data hosted or housed on the Company;

4.2.16. not introduce to the Company any software, code or other device that in any way (i) permits unauthorized access to the Company’s systems or any software, hardware, files or data located thereon, (ii) disables or damages or otherwise interferes with or adversely affects the operation of the Company’s systems or any software, hardware, files or data located thereon, or (iii) overburdens or interferes with the proper functioning of the Company;

4.2.17. not harvest, retrieve, index or publish any portion of the Company;

4.2.18. not disable or circumvent the Company’s API usage safeguards, including safeguards designed to regulate the nature or amount of data the End User is permitted to extract from the Company, or the frequency of which it may access such data; or make calls to the Company’s API other than those authorized in the Company’s API documentation;

4.2.19. not remove any copyright, trademark or other proprietary rights notices contained in or on the Company;

4.2.20. not engage in any activity other than those expressly permitted in this Agreement; or

4.2.21. deal in any other manner with any or all of its rights and obligations under this Agreement

4.3.  Intellectual Property

4.3.1. The End User retains ownership of the intellectual property rights it holds in Content it submits on the Company The End User grants the Company the Company and its partners and Affiliates a worldwide, royalty-free right to store, host, reproduce, create derivative works of (such as translations, adaptations, reformatted versions and aggregated, anonymized or de-identified versions), publish, publicly perform, display, use and distribute such Content in accordance with the Company’s privacy policy as may be updated from time to time.

4.3.2. The End User acknowledges and agrees that the Software contains copyrighted material, trade secrets and other Content that constitutes proprietary material. The End User acknowledges and agrees that all rights, titles and interests in and to the Software and all Intellectual Property Rights in the Software and any releases, updates, upgrades and fixes thereto, shall belong to the Company and the End User shall have no rights in or to the Software other than the right to use it in accordance with the terms of this Agreement. The End User must provide all reasonable assistance the Company may request to protect the Intellectual Property Rights.

4.3.3. The Company’s name, logo and graphics file that represents the Company shall not be used in any way by the End User to promote the End User’s products and services. The End User may not use any information provided by the Company to create any software whose expression is substantially similar to that of the Software of the Company nor use such information in any manner which would be restricted by any copyright subsisting in it. The Company reserves all rights not expressly granted to the End User in the Agreement.

4.3.4. Except for the End User’s Content, all right, title and interest in and to the Software, all other Content, and the structure, organization and arrangement thereof, are and remain the exclusive property of the Company, the Company and its Affiliates and their licensors. Except for the limited specific rights granted in this Agreement, the End User may not reproduce, modify or prepare derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, exploit or otherwise use the Software or any Content.

4.3.5. The End User acknowledges that all Intellectual Property Rights in the Software and any Maintenance Releases belong and shall belong to the Company, and the End User shall have no rights in or to the Software other than the right to use it in accordance with the terms of this Agreement.

4.4.  End User Obligations

4.4.1. End User may provide to the Company feedback related to problems with the Software, how to enhance the Software, development of the Software, and any other issues related to the Software (“Feedback”). Without limiting the foregoing, the Company will have the right to use Feedback for any and all purposes, including, but not limited to enhancing the product and developing new features, and make it part of its offering.

4.4.2. End User, on behalf of itself, its successors, and its holding companies, subsidiaries, and affiliates, hereby irrevocably covenants that it and they:

(a) will not commence, maintain, or prosecute any litigation, action, or other proceeding in any jurisdiction worldwide asserting that the Company or any of its successors, subsidiaries, holding companies, or affiliates (collectively, the “the Company Parties”), infringe or otherwise violate any rights or licenses involving or otherwise related to the Customer Enhancements (the “Covenant Not To Sue”);

(b) will require any person acquiring any of Customer’s rights in or to any of the Customer Enhancements to agree to be bound by the Covenant Not To Sue; and

(c) will not cause, induce, or encourage any third party to commence, maintain, or prosecute any action against any of the the Company Parties involving or otherwise related to the Customer Enhancements.

4.4.3. Any Customer suggestions on how to improve the Software and any product development ideas shall not be considered Customer’s Confidential Information and the Company shall be free to use any such suggestions and any product development ideas for any and all purposes including, but not limited to, enhancing the product and developing new features, and making it part of its offering.

5. EXPRESS DISCLAIMER

5.1. Except as set forth in writing in this Agreement and to the maximum extent permitted by applicable law, the Company makes no representations, warranties, conditions or guarantees with respect to the Software and any other materials or services covered by or furnished pursuant to this Agreement, including without limitation any implied warranty or condition of:

5.1.1. General merchantability – the Company does not guarantee that the Software will meet general commercial standards for all possible uses or that it will function flawlessly in every business environment. The Software is provided as-is, subject to the features and functionality described in this Agreement.
5.1.2. Fitness for a Particular Purpose – the Company does not warrant that the Software will meet specific, unique, or specialized business needs beyond what is explicitly defined in this Agreement. Customers are responsible for evaluating whether the Software is suitable for their intended use. and;
5.1.3. Warranties Arising from Course of Performance, Course of Dealing, or Usage of Trade – The Software is provided based on the agreed terms, and no additional warranties arise from past interactions, industry practices, or prior agreements. and;
5.1.4. Non-infringement of third-party rights.

5.2. The the Company Software relies on certain third-party software dependencies (“Dependencies”) for its use and operation. While the Company will make reasonable efforts to ensure compatibility and functionality, it does not control and is not responsible for such Dependencies. These Dependencies are made available by third parties, and the Company does not grant any rights to use them under this Agreement. the Company is not liable for issues arising solely from third-party Dependencies.

6. LOGOS

6.1. the Company shall be entitled to use the End User’s name and logo on its sales, marketing and PR material (including website) for the duration of this Agreement and End User grants the Company a non-exclusive license solely for this purpose.

7. INDEMNITIES AND LIMITATIONS OF LIABILITY

7.1. End User’s Indemnification Obligations

The End User shall indemnify, defend, and hold harmless the Company, its directors, employees, representatives, agents, and distributors from any and all claims, proceedings, demands, and costs (including reasonable legal fees) arising out of or in connection with:

The End User’s use of the Company;

7.1.1. A breach by the End User of any warranties, representations, covenants, or undertakings in this Agreement;

7.1.2. Any breach of Clauses 10 (Data) or 11 (Confidentiality);

7.1.3. Any misuse or unauthorized use of the Company’s Intellectual Property Rights, except as permitted under Clause 4.3 (Intellectual Property).

7.2. Notification of Claims

The End User agrees to promptly notify the Company of any claims, actions, or investigations initiated by third parties that could affect the Company and shall cooperate fully with the Company in the defense of such claims.

7.3. Limitation and Exclusion of Liability

7.3.1 Excluded Damages. The Company shall not be liable for any indirect, consequential, special, incidental, exemplary or punitive damages, including loss of profits, revenue, business, goodwill, or data, whether in contract, tort (including negligence), strict liability or otherwise.

7.3.2 Aggregate Cap. Subject to Clauses 7.3.3 and 7.3.4, the Company’s aggregate liability arising out of or in connection with this Agreement shall not exceed the Fees paid or payable by the End User in the twelve (12) months immediately preceding the event giving rise to the claim.

7.3.3 Non-Excludable Liabilities. Nothing in this Agreement excludes or limits liability for death or personal injury, fraud or fraudulent misrepresentation, or any liability that cannot be excluded or limited under Malaysian law.

7.3.4 Gross Negligence / Wilful Misconduct. The exclusions in 7.3.1 and the cap in 7.3.2 do not apply to losses caused by the Company’s gross negligence or wilful misconduct.

7.3.5 Cloud Environment. For the avoidance of doubt, the End User acknowledges that the Service is operated in a shared cloud environment; the Company is not responsible for third-party cloud outages or upstream provider failures, except to the extent arising from the Company’s gross negligence or wilful misconduct.

7.5. All dates supplied by the Company for the delivery of the Software shall be treated as approximate only. the Company shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.

7.6. All references to "the Company" in this Agreement shall, for the purposes of this clause and 13 only, be treated as including all employees, subcontractors and suppliers of the Company and its Affiliates, all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause, in accordance with Clause 13.

8. WARRANTIES

8.1. Except as expressly stated in writing, the Company makes no representation or warranties in respect of the Company Software and that the use of the Company Software will be uninterrupted or error-free. The Company expressly excludes all other conditions, warranties, expressed or implied, oral or written, whether by statute, common law or otherwise, including, without limitation, any implied conditions, warranties or other terms as to satisfactory or merchantable quality or fitness for a particular purpose or the use of reasonable skill and care. For the avoidance of doubt, the Company shall ensure the Software is functional and operational at the date of implementation of the Software, provided the End User complies with any operating requirements or equipment configuration requirements in relation to the Company as communicated to the End User from time to time.

8.2. Subject to Clause 8.1, the End User acknowledges that the Software is provided "as is" and that the Software has not been developed to meet the individual requirements of the End User.

8.3. The End User warrants that the information supplied by itself is complete and accurate in all respects and identifies the End User and the name of each of its principals (where relevant).

8.4. The End User warrants that where it is a natural person, it is above 18 years of age or the age of majority in its jurisdiction, whichever is higher.

9.  TERMINATION

9.1 Non-Renewal (End of Term)

9.1.1. End User may choose not to renew this Agreement by giving the Company at least thirty (30) days’ prior written notice before the end of the then-current Term. In such case, this Agreement will expire at the end of the Term.
9.1.2. No termination fee applies to Non-Renewal. Prepaid Fees are non-refundable unless otherwise expressly stated in this Agreement.

9.2 Termination for Convenience (Mid-Term)

9.2.1. The End User may terminate for convenience during the Term by giving thirty (30) days’ prior written notice.
9.2.2. Prepaid Fees are non-refundable; any committed but unpaid Fees for the balance of the then-current Term shall remain payable unless otherwise agreed by both parties.

9.3 Termination for Cause

9.3.1. Either party may terminate this Agreement with immediate effect by written notice if the other party materially breaches and fails to cure within thirty (30) days of written notice specifying the breach.
9.3.2. The End User may terminate immediately if the Company ceases business, becomes insolvent, or enters winding-up (other than for bona fide reorganisation).

9.4 Offboarding Services (Data Export & Deactivation)

9.4.1. Upon non-renewal, expiry or termination of this Agreement, and upon the End User’s written request, the Company will provide data export and account deactivation assistance in a commercially reasonable manner (“Offboarding Services”).
9.4.2. Fee. Offboarding Services are subject to a fee of RM1,200 per account, representing a genuine pre-estimate of administrative costs for secure data export, account deactivation and archival handling. This fee is not a penalty, excludes taxes, and is payable within seven (7) days of invoice.
9.4.4. Retention & Deletion. Following non-renewal, expiry or termination, the Company will retain End User Data for forty (40) days solely for the purposes of Offboarding Services and archival handling (the “Retention Period”), after which the Company will delete End User Data from active systems and commence secure deletion from backups in the ordinary course of business.

9.5 Effect of Non-Renewal/Termination

9.5.1. On expiry or termination, each party shall cease use of the other party’s Confidential Information and comply with Clause 10 (Data) regarding Personal Data.
9.5.2. All payment obligations accrued and invoiced before the effective date remain payable.

10. DATA

We collect, store, and process End User Data in compliance with Malaysia’s Personal Data Protection Act 2010 (PDPA). All data is used solely for service delivery, improvement, and compliance purposes.

10.1 Data Retention Policy

10.1.1. User data shall be retained for forty (40) days after account termination.

10.1.2. Upon written request, personal data shall be deleted within a reasonable timeframe, except where retention is required for legal, regulatory, or compliance purposes.

10.2 Data Sharing and Third-Party Disclosure

10.2.1. The Company shall not share personal data with third parties unless:

 (a) it is necessary for service delivery, including payment processing or cloud hosting;

 (b) it is required by law or regulatory authorities; or

 (c) the End User has provided explicit consent.

10.2.2. Except as provided above, the Company shall not disclose personally identifiable or financial information of the End User to any third party for commercial gain.

10.3 Data Roles and Responsibilities

10.3.1. The End User (Clinic) is the data user as defined under the PDPA and is responsible for ensuring compliance with applicable data protection laws in relation to the personal data of its patients and users.

10.3.2. The Company acts solely as a data processor and processes personal data on behalf of and in accordance with the End User’s instructions.

10.4 Use and Transfer of Data

10.4.1. The End User acknowledges and agrees that the use of the Company’s services involves the disclosure and transfer of End User Data to the Company, including possible cross-border transfers outside Malaysia.

10.4.2. The Company may use End User Data for the following purposes (“Purposes”):

 (a) providing the End User with the Company’s services under this Agreement;

 (b) the purposes set out in the Company’s published Privacy Policy;

 (c) improving and enhancing the Company’s services and related operations;

 (d) managing and improving the business operations of the Company and its affiliates; and

 (e) disclosing End User Data to affiliates and third parties in connection with the above Purposes, including for cross-border transfers.

10.5 End User Obligations

10.5.1. The End User represents, warrants, and undertakes that:

 (a) it has obtained all necessary and valid consents and approvals required under applicable law, including from its employees, patients, customers, or other individuals whose personal data is processed, and such consents include permission for cross-border data transfer;

 (b) it is, and will remain, in compliance with all applicable privacy and data protection laws and regulations at its own cost;

 (c) it has implemented reasonable security arrangements to protect End User Data; and

 (d) it is solely responsible for the accuracy, integrity, and legality of the End User Data provided.

10.6 Data Subsidy Condition (if applicable)

10.6.1. Where the End User receives a data subsidy or discount on subscription fees, such discount is provided on the basis that the End User Data supplied is accurate and up to date.

10.6.2. If the Company reasonably determines that the End User Data is inaccurate or manifestly erroneous, the Company may revoke the data subsidy by giving the End User three (3) days’ written notice.

10.7 Limitation of Responsibility

10.7.1. For the avoidance of doubt, the Company shall not be responsible or liable for:

 (a) assisting the End User with its own PDPA compliance obligations regarding data collection, use, or disclosure;

 (b) advising the End User on any legal or regulatory requirements; or

 (c) any deletion, corruption, destruction, damage, loss, or failure of End User Data, except where caused by the Company’s gross negligence or willful misconduct.

10.8 Sub-Processors

10.8.1. The Company may engage sub-processors to process Personal Data on its behalf in connection with the Services.

10.8.2. The Company shall remain fully liable for the acts and omissions of its sub-processors as if they were the Company’s own.

10.8.3. The Company shall impose on all sub-processors written data protection terms no less protective than those set out in this Agreement.

10.9 Personal Data Breach Notification

10.9.1. The Company shall notify the End User without undue delay after becoming aware of a Personal Data Breach affecting End User Personal Data.

10.9.2. Such notice shall include information reasonably available to the Company at the time of notification and sufficient details to assist the End User in meeting any notification or regulatory obligations, and the Company shall provide further information as it becomes available.

10.10 Cross-Border Transfers

10.10.1. Where Personal Data is transferred outside Malaysia, the Company shall ensure that the recipient is subject to comparable protection or appropriate safeguards consistent with the PDPA and applicable regulations, including (where applicable) contractual safeguards with the recipient.

10.10.2. The End User acknowledges that cross-border transfers may be required for hosting, support, or sub-processing in connection with the Services.

11. CONFIDENTIALITY

11.1. End User shall, during the Term of this Agreement and thereafter, keep confidential all, and shall not without the prior written consent of the Company disclose to any third party (except its professional advisors (subject to similar confidentiality obligations) or as may be required by any law or any legal or regulatory authority) any Confidential Information which may become known to End User, unless that information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this Agreement, or subsequently comes lawfully into the possession of the End User from a third party.

11.2. End User shall not make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority, any court or other authority of competent jurisdiction.

11.3. End User shall fully observe and comply with the Personal Data Protection Act 2010 of Malaysia (the “PDPA”) and all applicable privacy and data protection laws and guidelines, and shall notify the Company of any notices, requests or queries from any data protection supervisory authority which it receives related to personal data in the course of the performance of the End User’s obligations.

12. NON-REFUND POLICY

This policy applies to business customers only; nothing herein limits any non-excludable statutory rights.

12.1. We are committed to providing high-quality SaaS products and services. We understand that sometimes our services may not meet the specific needs of every customer. However, due to the nature of our digital products and services, all sales are final. This non-refund policy is designed to clarify the terms under which refunds will not be provided.

12.2. No Refunds: Once a subscription fee is paid, it is non-refundable. This includes, but is not limited to, the following scenarios: Dissatisfaction with the product after the initial purchase. Inability to use the product due to lack of technical skills or requirements. Accidental purchases or mistaken subscription levels. Change of mind after the purchase.

12.3. Subscription Cancellations: Customers can cancel their subscription at any time to prevent further charges. However, cancellation will only stop future billing and does not result in a refund for any part of the subscription period that has already been billed.

12.4. Exceptional Circumstances: In exceptional circumstances, such as major service disruptions that significantly impact the functionality of our service for an extended period, the Company may consider refund requests on a case-by-case basis. These decisions are at the sole discretion of the Company

12.5. Contact Us: If you have any questions or need further clarification regarding our non-refund policy, please contact our support team at [email protected].

12.6. Policy Changes: The Company reserves the right to modify this non-refund policy at any time. Changes and clarifications will take effect immediately upon their posting on the website. It is the End User’s responsibility to review the policy periodically. By subscribing to our service, you acknowledge that you have read, understood, and agreed to this non-refund policy.

13. THIRD-PARTY RIGHTS

13.1. A person or entity who is not a party to this Agreement shall not have any rights to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

14. NO PARTNERSHIP OR AGENCY

14.1. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

Each party confirms it is acting on its own behalf and not for the benefit of any other person.

15. FORCE MAJEURE

15.1. The Company shall not be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances, the Company shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for two (2) months, the Company may terminate this Agreement by giving thirty (30) days’ written notice to the End User.

16. GENERAL TERMS

16.1. This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

16.2. No addition to or modification of this Agreement will be binding on the Parties unless made in writing.

16.3. The Company shall be entitled to subcontract its obligations under this Agreement, provided that the Company shall remain the End User's sole point of contact for the performance of the Company’s obligations under this Agreement.

16.4. Anti-Bribery. The Parties shall not, either directly or indirectly, offer, promise, pay, give or authorise (tacitly or otherwise) any financial or other advantage: (a) to any person in order to induce, influence or reward the improper performance of a function or activity in connection with a business or organisation, a person’s employment or a public function; or (b) to any official including but not limited to any government authority or agency, the legislature, the judiciary, a political party or political candidate, or a public international organisation (the “Official”) to influence that Official in the performance of their functions in order to retain or obtain business or a business advantage. The Parties shall comply at all times with applicable anti-bribery laws and other applicable law.

16.5. Any notice or other communication to be given under this Agreement to a Party shall be in writing and may be delivered by email to the contacts specified in the Annex and are deemed received on the earlier of (i) recipient’s confirmation, or (ii) one Business Day after transmission without bounce.

16.6. Nothing in this Agreement shall be deemed to constitute a partnership between the Parties, nor constitute either Party as the agent of the other Party for any purpose. A person who is not a Party to this Agreement has no right to rely upon or enforce any term of this Agreement.

16.7. Governing Law and Arbitration. This Agreement is governed by the laws of Malaysia. Any dispute arising out of or in connection with this Agreement shall be finally resolved by arbitration administered by the Asian International Arbitration Centre (AIAC) under the AIAC Arbitration Rules in force when the Notice of Arbitration is submitted. The tribunal shall consist of one (1) arbitrator. The seat (legal place) of arbitration is Kuala Lumpur, Malaysia. The language of the arbitration is English. The parties exclude any conflict-of-laws rules that would result in the application of the laws of any jurisdiction other than Malaysia.

Interim Relief. Nothing prevents either party from seeking interim or conservatory measures from the courts of Malaysia or any court of competent jurisdiction.

16.8. This Agreement may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same agreement. Any Party may enter into this Agreement by signing such counterpart and each counterpart may be signed and executed by the Parties and transmitted by facsimile transmission or any form of electronic communication and shall be as valid and effectual as if executed as an original.

Annex 1: Service Level Agreement (SLA)

Severity Level	Description	Response Time	Resolution Time	Resolution Process
Severity 1	Critical business impact: A critical or key business function cannot be completed. No workaround exists. Business cannot continue without resolution. Could lead to significant revenue loss. Requires immediate attention from the technical team, potentially halting other development activities. Examples: Production server down, Application/Database crash, Critical module failure.	1-2 hour Immediate escalation by phone or email to ensure prompt attention.	2-8 hours	Continuous allocation of resources until resolution. Escalation to senior technical teams. Notification to senior executives if required.
Severity 2	High business impact: Business functions can still be completed but with process or performance compromise. A workaround exists, but the issue impacts important processes. Business can continue temporarily with the workaround but requires urgent fixing. Examples: Major application slowdown, Key features inaccessible but not completely down.	2-4 hours Escalation to the technical team.	1-2 business day(s)	Appropriate resources will be allocated to resolve the issue. Continuous monitoring and updates until resolved. Notify senior management if required.
Severity 3	Medium business impact: Defects impacting key business functions but do not prevent completion. Manual workarounds exist, and the issue is tolerable until the next scheduled update or maintenance. Examples: Minor bugs, Non-essential features not functioning properly.	8 hours Acknowledgement of the issue provided via email or ticketing system.	5-10 business day(s) or next maintenance release	Plan resolution as part of next maintenance or scheduled release. Continuous communication with customer until resolved.
Severity 4	Low business impact: Cosmetic defects or minor issues that do not affect business processes or operations. These issues can be fixed during the next release cycle. Examples: UI glitches, text misalignment, minor visual bugs.	1-3 business day(s)	2 weeks or next maintenance release	Add to the maintenance schedule. Notify the customer of planned resolution timing.

Please note that all response time commitments apply only during official working hours, which are 9:00–18:00 (GMT+8, Asia/Kuala_Lumpur), Monday–Friday, excluding Malaysian public holidays.

Urgent matters (Severity 1, 2) reported during working hours will receive a response within one (1) to four (4) hours. Requests received outside of official working hours will be addressed on the next business day or as support staff available.

Annex 2: Key Commercial Terms

1. Subscription Pricing
   The subscription fees and pricing tiers are subject to change based on the user’s selected package, upgrades, or changes made during the subscription period. The most up-to-date pricing information is displayed and agreed upon during the sign-up and payment process.

Subscription fees are determined based on the specific services chosen at the time of sign-up and may vary based on usage, features added, or any upgrades requested by the customer.

Unless otherwise stated in the applicable order or invoice, subscriptions are billed on an annual term. In certain cases, multi-year subscription terms may be offered and will be explicitly specified in the invoice. The Customer is required to pay the full subscription fee for the stated term (annual or multi-year) as invoiced. We do not offer monthly billing or monthly extensions for fixed-term subscriptions.

2. Upgrades and Modifications
   If the customer opts for additional services or upgrades during the subscription period, the applicable pricing will automatically be adjusted.
3. Automatic Renewals and Adjustments
   The subscription will automatically renew at the end of each billing cycle unless the customer provides written notice of cancellation in accordance with the terms. Pricing upon renewal may reflect adjustments to the pricing model.
4. Price Revisions
   The Company reserves the right to revise its pricing models and subscription fees. Any pricing changes will be communicated to the customer in advance, and customers will have the option to continue with the revised pricing or cancel their subscription in accordance with the termination clause.