Last revised: April 2019
An Agreement made on:
(SuccessEbookVenture) (hereinafter called the “COMPANY”) of the one part; And you (hereinafter referred to as "YOU" or "YOUR") of the other part.
(a) The COMPANY is desirous to provide YOU with access to several products and services which contains marketing tools such as android applications, marketing tools and software, e-books, articles and other educational content (hereinafter called the “PRODUCTS”) to help YOU achieve YOUR financial literacy.
Last revised: April 2019
An Agreement made on the:
Between SEV(SuccessEbookVenture) / SuccessEbookVenture.com (hereinafter called the “COMPANY”) of the one part; And AFFILIATE (hereinafter referred to as "AFFILIATE") of the other part.
(a) The COMPANY is desirous in engaging the AFFILIATE as promotional affiliate or agent to promote the COMPANY’s products and services.
1. LEGAL INFORMATION: TERMS AND CONDITIONS
a. By registering with the COMPANY or registering as an AFFILIATE with the company, AFFILIATE hereby agree to have read and agree to the terms and conditions of this agreement as part of the registration, AFFILIATE agree and consent to be bound by the terms and conditions of this agreement, including any changes to this agreement or additional policies incorporated by reference which the company may make in its sole discretion in the future, for as long as AFFILIATE use the COMPANY’s services.
b. AFFILIATE agree that this Agreement supersedes and replaces any and all previous agreements and/or communication between the parties.
c. This site (hereinafter referred to as "SITE") is owned and operated by the COMPANY. AFFILIATE access, use of the SITE and use of SITE’s materials is subject to the following agreement (hereinafter referred to as "Agreement") on this page, and all applicable laws. By accessing and browsing the SITE, AFFILIATE accept, without limitation or qualification, these Agreement. If AFFILIATE do not agree with any of the below Agreement, do not use the SITE and do not purchase our materials. The COMPANY reserves the right, in its sole discretion, to modify, alter or otherwise update these Agreement at any time and by using our SITE, AFFILIATE agree to be bound by such modifications, alterations or updates.
d. In addition to any other rights or remedies afforded the COMPANY under or otherwise in connection with this Agreement, AFFILIATE agree and acknowledge that AFFILIATE have read and agree to comply with the following Affiliate Agreement which is hereby incorporated by reference into, and made a part of, this Agreement.
e. The term of this Agreement will begin upon the COMPANY’s acceptance of the AFFILIATE and will end when terminated by either party. Either the AFFILIATE or the COMPANY may terminate this Agreement, at any time, and for any reason by giving the other party written Notice of Termination. Upon termination, the AFFILIATE agrees to immediately cease using, and remove from their Promotions, Website, all link materials, trademarks, logos, and all other materials that the COMPANY may have provided the AFFILIATE to use in connection with the SITE.
2. INDEPENDENT AGENT STATUS
a. The Parties intend that the AFFILIATE and any AFFILIATE Personnel be engaged as independent agents of the COMPANY. Nothing contained in this Agreement will be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship.
b. The AFFILIATE may not act as agent for, or on behalf of, the Company, or to represent the Company, or bind the Company in any manner.
c. The AFFILIATE will not be entitled to worker's compensation, retirement, insurance or other benefits afforded to employees of the COMPANY.
AFFILIATE will be required to register for an account in order to use certain COMPANY Services. When AFFILIATE provide information during the registration process, AFFILIATE agree to provide only true, accurate, current and complete information and to update it as necessary to maintain its truth and accuracy.
If AFFILIATE register for a COMPANY account, AFFILIATE agree to accept responsibility for all activities that occur under AFFILIATER account or password, if any, and AFFILIATE agree AFFILIATE will not sell, transfer or assign AFFILIATE subscription or any subscriber rights. AFFILIATE are responsible for maintaining the confidentiality of AFFILIATE password, if any, and for restricting access to AFFILIATE computer (or other Internet access device, as applicable) so that others may not access the password protected portion of the COMPANY Services using AFFILIATE account information in whole or in part. COMPANY reserves the right to terminate AFFILIATE account or otherwise deny AFFILIATE access in its sole discretion without notice and without liability.
4. PROMOTING PRODUCTS
If AFFILIATE promote, market or otherwise advertise (hereinafter referred to as "Promote" or a "Promotion") COMPANY’s product and services via any other online or offline channel or medium for the purpose of earning a percentage of the sale price of the Product sold as a result of such Promotion (hereinafter referred to as "Commissions"), AFFILIATE agree, acknowledge, represent and warrant that:
When AFFILIATE Promote the COMPANY’s Product, AFFILIATE will use the COMPANY's trademarks, logos, trade names or service marks in accordance with such COMPANY's trademark guidelines, which will be supplied by COMPANY.
AFFILIATE will not make any unlicensed or unauthorized use of, or otherwise infringe, violate or misappropriate any patent, copyright, trademark, trade secret, right of privacy, right of publicity or other intellectual property or other proprietary right (collectively "IP Rights") of any entity or individual.
AFFILIATE will not interfere with or manipulate tracking of Commissions, or the normal flow of traffic to, through, or from the COMPANY’s SITE.
AFFILIATE will not PROMOTE violence, sexually explicit materials, Products from any website, blog, social network, forum or other medium that contain, host or promote illegal content or material, illegal activities, alcohol, tobacco or prescription drugs, discrimination based upon race, sex, religion, nationality, disability, sexual orientation or age.
AFFILIATE will not Promote any Products or services to children under the age of thirteen (13).
AFFILIATE will not defame any person.
AFFILIATE will not include any trademarks or other brand identifiers, or any copyrighted materials, other than as expressly permitted by this Agreement.
AFFILIATE will not incorporate any variation of or misspell any third-party trademarks or other brand identifiers in any domain name, username or other identifier, including on any social networking site.
AFFILIATE will not in any way copy the "look and feel" of any third party website, or otherwise imply that the PROMOTION is in fact a third party website.
All communications and/or representations made by AFFILIATE in connection with any PROMOTION(s) and/or in relation to any Product will be accurate and contain all disclosures and disclaimers necessary to prevent such Promotions from being false or deceptive. Such disclosures and disclaimers must be made in a clear and conspicuous manner, and will otherwise comply with Malaysian laws.
COMPANY reserves the right but is not obligated to review AFFILIATE Promotions. AFFILIATE agree that COMPANY, in its sole discretion and at any time, may require changes to Product Promotion and delivery pages, customer support or other items related to the content of AFFILIATE Promotions.
AFFILIATE will provide valid contact information, including but not limited to a working email address and phone number, where COMPANY can send inquiries and receive a non-automated reply by end of the following business day.
COMPANY does not independently review, verify, guarantee, or assume any responsibility or liability for, the accuracy, completeness, efficacy, or timeliness of any information provided by affiliates, nor is it responsible for any bonuses, prizes or other incentives offered by affiliates as described in this Agreement, or otherwise offered by affiliates. AFFILIATE use of any information presented by an affiliate is voluntary, and AFFILIATE reliance is at AFFILIATE sole risk. AFFILIATE acknowledge and understand that the COMPANY does not verify statements, claims, incentives or Promotions made by anyone else other than the COMPANY.
5. REFERRAL COMMISSIONS
a. The COMPANY agrees to pay referral commissions in the sum of RINGGIT MALAYSIA ONE HUNDRED ONLY on confirmed referral sales only. Confirmed sales shall mean successful transaction which results to the COMPANY receiving the purchasing amount from the purchaser of the PRODUCT within a reasonable time. If the COMPANY finds that the transacting sale is not received within reasonable time, the COMPANY has the right to withhold those payments until that transaction has been cleared by the purchaser. This includes but not limited to clearing of cheques, money orders, postal orders, Paypal transactions and more. Any refunds to the purchaser of the PRODUCT will result to commissions being rejected and reversed back by the COMPANY.
b. The COMPANY reserves the right not to consider any transaction sales deemed as fraudulent or unverified. The COMPANY also reserves the right to reject any payment of commissions for whatever reason it deems necessary.
6. PAYMENT TERMS
a. Payment Frequency - The COMPANY agrees to pay the AFFILIATE within FIVE (5) days after the end of each payment period for all confirmed referral commissions earned during the prior 2 weeks, less any amount the COMPANY determines in its sole discretion, was not validly earned from improper use of the Program. Commission shall be calculated from 0800 Monday to 0759 Monday two weeks after that.
b. Payment Method - The COMPANY agrees to pay the AFFILIATE via direct bank-in to the Affiliate's bank account. The AFFILIATE is responsible to provide the COMPANY the AFFILIATE’s bank account details via form submission during AFFILIATE registration. Any bank charges will be deducted from the Affiliate's outgoing payments. The AFFILIATE is responsible in informing the COMPANY of any changes to the banking details. In the event that the AFFILIATE fails to provide these details, The COMPANY will with-hold those funds until the next payment cycle or until is provided a notice by the AFFILIATE regarding the change. The COMPANY also reserves the right to pay the AFFILIATE via any other means at its sole discretion. The COMPANY will not take any responsibility for errors in submission of AFFILIATE’s banking details.
7. COPYRIGHTS AND TRADEMARKS
The documents and information on the SITE are copyrighted materials of the COMPANY. Copyright information contained on this domain may not be reproduced, distributed or copied publicly in any way, including Internet, e-mail, newsgroups, or reprinting. Any violator will be subject to the maximum fine and penalty imposed by law. Purchasers of our materials are granted a license to use the material contained herein for their own personal use only. Any violators will be pursued and punished to the fullest extent of the law. No claim of copyright is made on any 3rd party software, ware, websites, images or text that may be referenced in our material(s). By viewing and/or purchasing the materials on our website, AFFILIATE agree to be bound by these copyright terms.
8. AVAILABILITY OF SERVICES; SUSPENSION; TERMINATION
AFFILIATE agree and acknowledge that:
a. Subject to the terms and conditions of this Agreement and COMPANY's policies and procedures, COMPANY shall use commercially reasonable efforts to provide the COMPANY’s PRODUCTS in a manner that will not disrupt AFFILIATE business. AFFILIATE acknowledge and agree that from time-to-time the COMPANY’s PRODUCTS may be inaccessible or inoperable for reasons including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs that the COMPANY may undertake from time to time; or (iii) causes beyond the reasonable control of the COMPANY or that are reasonably unforeseeable by the COMPANY, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. AFFILIATE acknowledge and agree that the COMPANY is not liable for these periodic interruptions in availability of the COMPANY’s PRODUCTS and further acknowledge that the COMPANY does not guarantee access to the COMPANY’s PRODUCTS on a continuous and uninterrupted basis.
b. COMPANY may decline, delist or halt sales or Promotion of COMPANY’s PRODUCTS, suspend funds, adjust Commissions based on performance, close an account, and/or suspend or terminate the COMPANY’s PRODUCTS at any time, in its sole discretion, without cause or notice to AFFILIATE or any penalty or liability for doing so.
c. COMPANY, in its sole discretion, may suspend or terminate AFFILIATE account(s), or retain any or all funds in AFFILIATE account, if COMPANY suspects or has reason to believe and/or if a person otherwise claims that AFFILIATE have violated the law or breached any term of this Agreement. In addition to the foregoing, and all other rights and remedies available to COMPANY at law or in equity and notwithstanding anything in the Agreement to the contrary, in the event AFFILIATE breach any term of this Agreement, or AFFILIATE account becomes dormant as defined in our Accounting Policy and/or has a negative balance, COMPANY will have the right to immediately suspend or terminate AFFILIATE Account and AFFILIATE rights to access, use and/or otherwise participate in the COMPANY PRODUCTS. Upon such termination, AFFILIATE agree to immediately cease all use of the COMPANY PRODUCTS and COMPANY intellectual property as stated in this Agreement. Without limiting the foregoing, the COMPANY shall have the right to immediately terminate AFFILIATE access and use of the COMPANY PRODUCTS, or any portion thereof, in the event of any conduct which COMPANY, in its sole discretion, considers to be unacceptable.
d. Following suspension or termination of an account or retaining of funds pursuant to this Section 3, COMPANY will review AFFILIATE account in a manner determined by the COMPANY in its sole discretion. AFFILIATE agree to cooperate with this review if asked. If the review concludes that there is a reasonable basis to believe misconduct has occurred, AFFILIATE agree that COMPANY may retain funds in AFFILIATE account as liquidated damages and/or for the benefit of the COMPANY or third parties affected by the misconduct. AFFILIATE acknowledge and agree that such liquidated damages: (a) are not a penalty, and (b) are reasonable and not disproportionate to such presumed damages to COMPANY.
e. COMPANY may temporarily withhold any portion of the funds in AFFILIATE account if COMPANY, in its sole discretion, determines such action is necessary to secure payment for, performance of, and/or assurances regarding any liabilities, obligations, or indebtedness AFFILIATE may have incurred with COMPANY or any other Person.
9. CONFIDENTIALITY & NON-DISCLOSURE OBLIGATIONS
a.In connection with this Agreement, COMPANY may disclose to AFFILIATE and/or AFFILIATE may otherwise receive or have access to sensitive, confidential, and/or proprietary information of COMPANY (collectively, "Confidential Information"), including, but not limited to (a) the identities of other Vendors or Affiliates of COMPANY (collectively, "COMPANY Clients"); (b) physical and data security information; (c) technical data; (d) COMPANY statistics and sales data; and/or (e) know-how or business information relating to business processes, methods, or marketing strategies. Except as required to perform AFFILIATE obligations under and in accordance with the terms of this Agreement, AFFILIATE shall not (i) disclose the Confidential Information to any Person, or (ii) use the Confidential Information (whether for AFFILIATE own benefit or the benefit of any other Person), without the express prior written consent of COMPANY. AFFILIATE may not use any Confidential Information for the purpose of soliciting, or to permit others to solicit, COMPANY Clients to subscribe to any other services or promote the sale of any products which compete, either directly or indirectly, with COMPANY or the COMPANY PRODUCTS, including without limitation the functionality offered by the COMPANY. AFFILIATE agree and acknowledge that COMPANY may be required to provide to governmental agencies or other third parties information in its possession regarding AFFILIATE or the business AFFILIATE conduct with COMPANY.
10. LIMITATION OF LIABILITY
Information and any software available for download on this site is provided "As is", without warranty of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Our company's entire liability, and any customer's exclusive remedy, shall be a refund of the price paid.
Though we strive for accuracy, information on the SITE may contain inadvertent technical inaccuracies or typographical errors. Information may be changed or updated without notice. The COMPANY may also make improvements and/or changes in the products and/or the programs/offers described in this information at any time without notice.
COMPANY makes no representations whatsoever about any hyperlinked third-party sites which AFFILIATE may access through our SITE or product. These 3rd party sites are not created or maintained by the COMPANY. They are independent from COMPANY, and COMPANY has no control over the content on those sites. Moreover, the COMPANY does not endorse or accept any responsibility for the content, or the use, of such sites. While we have no information about the presence of such dangers on 3rd party sites, AFFILIATE should take the necessary precautions to protect AFFILIATEself and AFFILIATE systems from viruses, worms, Trojan horses, and other items of a destructive nature.
IN NO EVENT SHALL ANY COMPANY PARTY, OR ITS HEIRS, SUCCESSORS AND ASSIGNS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF, RESULTING FROM, OR IN CONNECTION WITH THIS AGREEMENT AND/OR ANY (A) USE OF OR INABILITY TO USE THE COMPANY PRODUCTS, (B) PERSONAL INJURY, PROPERTY DAMAGE, OR LOSSES OF ANY KIND, RESULTING FROM AFFILIATE ACCESS TO AND/OR USE OF THE COMPANY PRODUCTS, (C) UNAUTHORIZED ACCESS TO OR USE OF ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE COMPANY PRODUCTS, AND/OR (E) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE COMPANY PRODUCTS, WHETHER OR NOT COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE MAXIMUM CUMULATIVE AND AGGREGATE LIABILITY OF COMPANY FOR ALL COSTS, LOSSES OR DAMAGES FROM CLAIMS ARISING UNDER OR RELATED IN ANY WAY TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE TOTAL AMOUNTS DUE AND PAYABLE BY COMPANY TO AFFILIATE UNDER THIS AGREEMENT FOR THE MONTH IMMEDIATELY PRECEDING THE DATE UPON WHICH SUCH DAMAGES ACCRUE. THE LIMITATION OF LIABILITY HEREIN IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN AND REFLECTS A FAIR ALLOCATION OF RISK. THE COMPANY PRODUCTS, AND ANY SERVICES OR INFORMATION OFFERED THROUGH THE COMPANY SERVICES, WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS AND AFFILIATE AGREE THAT THE LIMITATIONS OF LIABILITY AND DISCLAIMERS SPECIFIED HEREIN WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, IN SUCH JURISDICTIONS, AFFILIATE AGREE THAT THE LIABILITY OF COMPANY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH JURISDICTION.
To the fullest extent permitted by Law, AFFILIATE agree that
a. In the event a third party makes any demand or complaint, or commences any action or files any claim whatsoever (hereinafter called the "Claim") in connection with AFFILIATE use of the COMPANY PRODUCTS, AFFILIATE Promotions, AFFILIATE shall defend, indemnify and hold harmless COMPANY, its related parties and affiliates, and its officers, directors, employees, representatives, agents, licensors, attorneys, heirs, successors, and assignees (hereinafter called the "COMPANY Parties"), from and against any and all damages, liabilities, claims or costs (including the costs of investigation, defense, reasonable attorneys' fees and costs) (hereinafter called the "Losses") incurred by any COMPANY Party as a result of such Claim, regardless of whether such Losses are direct, incidental, consequential, punitive or statutory.
b. Upon receiving notice of a Claim for which COMPANY is entitled to indemnification by AFFILIATE, COMPANY shall provide AFFILIATE with written notification and the opportunity to assume sole control over the defense or settlement of the Claim and reasonable assistance to settle and/or defend the Claim at AFFILIATE sole expense; provided, however, that (i) any settlement which would impose a non-monetary obligation on and/or admission or finding of liability or wrongdoing by COMPANY will require COMPANY's prior written consent; (ii) the failure to provide timely notice, control, or assistance shall not relieve AFFILIATE of AFFILIATE indemnification obligations; and (iii) COMPANY may have its own counsel present at and participating in all proceedings or negotiations relating to a Claim, at COMPANY's own expense, unless AFFILIATE fail or refuse to secure legal counsel to defend any Claim in a timely manner, in which case AFFILIATE shall pay all expenses related to COMPANY's use of such counsel.
c. In the event that COMPANY incurs costs, attorneys' fees or other expenses responding to any complaint other than a Claim, in connection with or in relation to AFFILIATE Promotions, including copyright infringement complaints under the DMCA, COMPANY reserves the right, in its sole discretion, to recover such costs and expenses by deducting a reasonable, commensurate amount from any monies owed to AFFILIATE by COMPANY up to a maximum of ten thousand ringgit (RM10,000) per event. In the event that COMPANY incurs any Losses relating to AFFILIATE violation of COMPANY's Email/Text Message/Telemarketing policy, as set forth in Section 6 above, COMPANY reserves the right, in its sole discretion, first to recover such Losses by deducting a reasonable, commensurate amount from any monies owed to AFFILIATE by COMPANY up to a maximum of twenty thousand ringgit (RM20,000) per event. AFFILIATE understand and agree that the remedies set forth above are not exhaustive and that COMPANY retains all rights to indemnification described herein. AFFILIATE authorize COMPANY to make, and release COMPANY from any liability in connection with, any such deductions.
12. REPRESENTATIONS AND WARRANTIES
AFFILIATE represent, acknowledge and warrant that:
AFFILIATE may not: (i) frame, copy or mirror any content forming part of the COMPANY PRODUCTS; (ii) reverse engineer the COMPANY PRODUCTS or otherwise attempt to derive its source materials; (iii) access the COMPANY PRODUCTS for the purpose of (A) building a competitive product or service, or (B) copy any features, functions or graphics of the COMPANY PRODUCTS; (iv) interfere with or disrupt the COMPANY PRODUCTS or any data contained therein; (v) attempt to gain unauthorized access to the COMPANY PRODUCTS, its related systems or networks; or (vi) use the COMPANY PRODUCTS for any unlawful purpose or in violation of the rights of any Person.
13. NO PROFESSIONAL ADVICE
COMPANY provides professional information (for example, financial or compliance) for informational purposes only, which should not be construed as legal or accounting advice. AFFILIATE should seek independent professional advice from a person who is licensed and/or knowledgeable in the applicable area before acting upon any information, fact or opinion provided on or through the COMPANY Services. AFFILIATE understand that COMPANY employees, representatives, and/or agents do not provide advice pursuant to the authority of professional certifications or licenses and AFFILIATE will not treat information provided by our employees, representatives, and/or agents as such. AFFILIATE further understand that by receiving information, facts or opinions on or through the COMPANY PRODUCTS, AFFILIATE are not entering into a relationship with COMPANY or its employees, representatives and/or agents that entitles AFFILIATE to client privileges that may be associated with any professional certifications or licenses.
14. NO SPAM POLICY
DO NOT use our services to send any sort of spam communications! SPAM shall include, but is not limited to, the sending of any electronic mail message with the primary purpose of which is the commercial advertisement or promotion of a commercial product or service (including content on an Internet website operated for a commercial purpose). The term `commercial electronic mail message' does not include a transactional or relationship message. DO NOT include ANY reference to SEV(SuccessEbookVenture) / SuccessEbookVenture.com, in any such correspondence.
In addition, DO NOT use the SEV(SuccessEbookVenture) / SuccessEbookVenture.com name or brand in any type of correspondence to third party mailing or 'opt in' lists, harvested email lists, safelists, newsgroups, forums, "faxblasts", or any other form of communication that has been labeled as SPAM.
Any SEV(SuccessEbookVenture) / SuccessEbookVenture.com member/affiliate/user that uses SPAM in any relation with the SEV(SuccessEbookVenture) / SuccessEbookVenture.com website shall have their memberships terminated immediately, will forfeit any affiliate commissions and will be held both legally and financially responsible for their actions.
Any SPAM complaints and abuses must be reported to COMPANY’s support ticket for further action to be taken.
COMPANY takes privacy seriously.
a. The following principles underpin our approach to respecting AFFILIATE privacy:
i. We value the trust that AFFILIATE place in us by giving us AFFILIATE personal information. We will always use AFFILIATE personal information in a way that is fair and worthy of that trust.
ii. We will provide clear information about how we use AFFILIATE personal information. We shall always be transparent with AFFILIATE about what information we collect, what we do with it, with whom we share it and who AFFILIATE should contact if AFFILIATE have any concerns.
iii. We will take all reasonable steps to protect AFFILIATE information from misuse and keep it secure.
iv. We will comply with all applicable data protection laws and regulations and we will co-operate with data protection authorities. In the absence of data protection legislation, we will act in accordance with generally accepted principles governing data protection.
Please note, however, that we may process AFFILIATE personal information without consent if we have a legitimate reason to do so, provided that such use will not have a prejudicial effect on AFFILIATE own rights, freedoms and interests. Any such use shall be in accordance with the Unilever Privacy Principles set out above.
16. GENERAL TERMS AND CONDITIONS
a. Governing Law; Dispute Resolution, Legal Fees
AFFILIATE agree that Malaysian law will govern this Agreement and that any action, suit, proceeding, or claim arising out of or related to this Agreement must be brought exclusively in courts located in Kuala Lumpur. AFFILIATE hereby submit to the in personal jurisdiction and venue of such courts and waive any objection based on inconvenient forum. AFFILIATE agree to indemnify COMPANY for all of its reasonable legal fees and costs incurred as a result of any action, suit, proceeding or claim brought by AFFILIATE or COMPANY in which COMPANY is found to be the prevailing party. AFFILIATE HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM OR COUNTERCLAIM ARISING UNDER OR IN RELATION TO THIS AGREEMENT.
b. English is Governing Language
This Agreement is in English and all disputes between the parties shall be resolved in English. AFFILIATE understand and acknowledge that any foreign language services provided by COMPANY are for informational purposes only and it is AFFILIATE obligation to obtain independent legal advice at AFFILIATE own expense to ensure AFFILIATE understand the terms of this Agreement.
c. Our Relationship
This Agreement does not create any relationship of principal and agent, partners, joint venturers, employer and employee, fiduciary or similar relationship between the parties. AFFILIATE are prohibited from making any promise, warranty or representation on behalf of COMPANY or obligating COMPANY in any way. AFFILIATE may not represent to any person that AFFILIATE are the agent of COMPANY, or are authorized to act on its behalf.
COMPANY may freely assign or transfer any or all of the rights and obligations described in this Agreement. AFFILIATE may not assign this Agreement or any of AFFILIATE rights and duties hereunder without the prior written consent of COMPANY. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
If any provision of this Agreement is determined by a court to be unenforceable or invalid, the validity of the remaining parts, terms or provisions shall not be affected by that determination, and such court shall substitute a provision that is legal and enforceable and is as close to the intentions underlying the original provision as possible.
AFFILIATE may not issue or make any publicity release (including press releases and advertising or solicitation materials) or other public statement: (i) relating to this Agreement; (ii) using COMPANY's name or referencing the COMPANY Services; or (iii) suggesting or implying any endorsement by COMPANY of AFFILIATE and/or any Products without the prior written approval of COMPANY, which COMPANY may withhold in its sole discretion.
g. Entire Agreement; Amendment.
This Agreement constitutes the complete and exclusive agreement between the parties relating to the subject matter hereof. It supersedes all prior proposals, understandings and all other agreements, oral and written, between the parties relating to this subject matter. COMPANY reserves the right to amend this Agreement at any time. When COMPANY amends this Agreement, COMPANY shall make reasonable efforts to provide AFFILIATE with general, not specific, notice of such changes by posting a conspicuous announcement at http://www.COMPANY.com that such changes or amendments have occurred and identifying which particular provisions have changed. Such announcement shall be maintained for no less than 30 days following the effective date of such amendment. AFFILIATE continued use of the COMPANY Services, following the posting of such amendment will signify and be deemed AFFILIATE assent to and acceptance of the revised Agreement. AFFILIATE agree that AFFILIATE have the burden to review periodically http://www.COMPANY.com to inform AFFILIATEself of any such changes.
The waiver or failure by COMPANY to exercise any right provided for herein will not be deemed a waiver of any further right hereunder. The rights and remedies of COMPANY set forth in this Agreement are cumulative and are in addition to any rights or remedies COMPANY may otherwise have at law or equity, except with respect to any sole and exclusive remedies expressly provided for herein.
i. Equitable Actions
AFFILIATE acknowledge and agree that any breach or threatened breach of this Agreement may cause immediate and irreparable harm to COMPANY which would not be adequately compensated by monetary damages and that COMPANY may seek injunctive relief, specific performance, and/or other equitable relief as a remedy for any such breach or anticipated breach without the necessity of posting a bond or other security. Notwithstanding any other provision of this Agreement, any such relief may be sought in the courts of Malaysia or any other court of competent jurisdiction anywhere in the world (at COMPANY's sole discretion), and, AFFILIATE hereby consent to the jurisdiction of any such court and waive any objection to venue laid therein. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages.
j. Force Majeure
AFFILIATE nor COMPANY shall be responsible for delays or failures in performance resulting from acts of God, strikes, lockouts, riots, acts of war and terrorism, embargoes, boycotts, changes in governmental regulations, epidemics, fire, communication line failures, power failures, earthquakes, other disasters or any other reason where failure to perform is beyond the control of, and not caused by, the non-performing party.
Any notice, request, approval, authorization, consent, demand or other communication required or permitted pursuant to this Agreement shall be in writing and shall be deemed given on the earliest of: (i) actual receipt, irrespective of the method of delivery; (ii) the time of transmission from COMPANY if sent via email, as date stamped by COMPANY's systems; (iii) on the delivery day following dispatch if sent by express mail (or similar next day air courier service); or (iv) on the sixth (6th) day after mailing by registered or certified Pos Malaysia mail, return receipt requested, postage prepaid and addressed to the last address provided by a party.
The section headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement.