TERMS OF USE
Beware! Here lies the legal stuff - read and tread carefully.
Effective Date: 1 May 2020
Welcome to the MISHU
Website
1.
Introduction
1.1.
These Website Terms of Use (this “Agreement”) is a binding agreement between you and MISHU (hereinafter referred to
as “MISHU”, “we”, “us” or “our”, as the case may be). MISHU
is owned and operated by MISHU Sdn Bhd (Company No. 202001002122 (1358441-X)).
1.2. This
Agreement governs and regulates your access to and use of services, products, online
facilities, tools, functions, features or any Content (as hereinafter defined
in Clause 4.2) made
available by us through our website https://setiausaha.com.my (“Platform”).
1.3. Please
read and understand this Agreement carefully before continuing to use the
Platform as it contains important information regarding your legal rights and
remedies. This Agreement should be read in conjunction with our Privacy Policy
(https://setiausaha.com.my/privacy-policy/).
2.
Consent
2.1. By
connecting to and accessing or using the Platform, you:
2.1.1.
acknowledge that you have read and understood this
Agreement;
2.1.2.
represent that you are of legal age to enter into a
binding agreement; and
2.1.3.
accept this Agreement and agree that you are legally
bound by its terms.
2.2.
We reserve the right, in our sole and absolute
discretion, to modify, vary, amend, change and/or update this
Agreement, and any policies or agreements which are incorporated herein at any
time as we deem fit and with reasonable notice to you
(for example, by posting an update on the Platform, or by emailing the updated
Agreement to you). Such modifications, variations, amendments, changes and/or
updates to this Agreement shall be effective upon
the posting of an updated version on the Platform. You agree that it shall be
your responsibility to review this Agreement regularly to ensure your
understanding of this Agreement is current and you
understand the terms and conditions that apply to your connection and access
to, and use of, the Platform.
2.3. Your
non-termination or continued access to the Platform after the effective date of
any modifications, variations, amendments, changes and/or updates constitutes
your acceptance of, and agreement to be bound by, the revised Agreement.
2.4. If you do
not agree to this Agreement or with any subsequent modifications, variations,
amendments, changes and/or updates, you must not connect to or access the
Platform. If you have any questions regarding this Agreement, please consult a
professional lawyer.
3.
Representations,
Identification and Authorisation of User Account
3.1. In order
to access some of the features and services on the Platform, you would have to
create and sign up an account (“User Account”) with us. The User
Account facilitates the administration of your company or companies and your
access to the services on the Platform.
3.2. By using
the Platform, you expressly represent and warrant that (a) you are legally
entitled to accept and agree to this Agreement; (b) you are at least eighteen
(18) years old; (c) you have not previously been suspended or removed from the
Platform; and (d) your registration of the User Account and your use of the
Platform are in compliance with all applicable laws and regulations.
3.3. Without
limiting the generality of the foregoing, the Platform is not available to
persons under the age of eighteen (18) or such persons that are forbidden for
any reason whatsoever to enter into a contractual relationship. You confirm
that all the personal data and contact details in relation to your identity is
accurate, up to date, not misleading, and complete at all times; and that you
will keep your account information accurate, up to date, not misleading and
complete at all times. If we have reason to believe that your account
information is untrue, inaccurate, out of date, misleading or incomplete, we
reserve the right, in our sole and absolute discretion, to suspend or terminate
your User Account by giving you a notice in writing to the email address you
maintained in your User Account.
3.4.
You agree to provide us with all required
documentation or information upon request through the Platform for us to comply with our
internal policies, any applicable laws or guidelines or for any other reason as
we may consider necessary or desirable from time to time.
3.5.
By using the Platform, you agree that:
3.5.1.
you will only use the Platform for
lawful purposes;
3.5.2.
you will not permit or enable third parties to
use your User Account;
3.5.3.
you will not assign, transfer or otherwise
render accessible your User Account to any other person;
3.5.4.
you will not use the User Account of a third
party;
3.5.5.
you will comply with all relevant legislation
when using the Platform, and you will only use the Platform for the
purpose for which it is intended to be used;
3.5.6.
you will not use the Platform to cause
annoyance or disruption;
3.5.7.
you will not impede the correct operation of
the network to our Platform;
3.5.8.
you will provide MISHU
with
proof of identity as it may reasonably request or require; and
3.5.9.
you will provide accurate, current and
complete information as required for the Platform and
undertake the responsibility to maintain and update your information in a
timely manner to keep it accurate, current and complete at all times prior to
termination of your User Account for any reason.
3.7. If, after
your electronic acceptance of this Agreement, we find that you do not have the
legal authority to bind such individual, partnership, agent, sole proprietor,
company or entity, you will be personally responsible for the obligations
contained in this Agreement, including, but not limited to, the payment
obligations. We shall not be liable for any loss or damage resulting from our
reliance on any instruction, notice, document or communication reasonably
believed by us to be genuine. If there is reasonable doubt about the
authenticity of any such instruction, notice, document or communication, we
reserve the right to (but undertake no duty to) require additional
authentication from you.
3.8. You
should take all necessary steps to ensure that your user ID and password for
the User Account are kept confidential and secure at all times from third
parties, including but not limited to, not disclosing or cause to be disclosed
your user ID and password through any means, and by restricting access to any device(s)
linked to your use of the Platform, including but not limited to, computers,
laptops and any mobile device owned by you or any third party. You should
inform us immediately if you have any reason to believe that your user ID or
password for the User Account has become inadvertently known to anyone else, or
if the password is being, or is likely to be, used in an unauthorised manner.
3.9. You are
responsible for all activities that occur under your User Account, regardless
of whether you are the one who undertakes such activities. This includes any
unauthorised access and/or use of your User Account.
3.10. If we
have reason to believe that there is likely to be a breach of security,
unauthorised use of your User Account or misuse of the Platform, we may require
you to change your password to the User Account or we may suspend your User Account
pending investigation. You release and hold us harmless from any and all claims
and causes of action arising out of or resulting from any unauthorised use of
your User Account.
4.
Intellectual Property
Rights
4.1. For the
purposes of this Clause 4:
4.1.1.
“Intellectual
Property Rights”
means all applicable rights, title, interests and benefits including, without
limitation, patents, copyrights, trademarks, trade secrets, trade names,
Know-How, logos, patents, inventions, registered and unregistered design
rights, copyrights, technology, databases, database rights and all other
similar intellectual property rights.
4.1.2.
“Know-How” means all confidential
and proprietary industrial and commercial information and techniques in any
form, including but not limited to, drawings, formulae, tests, results,
procedures, project reports and testing procedures, instructions, training
manuals, market forecasts, and list of particulars of potential competitors, suppliers
and members.
4.2.
Other than the User Data (as hereinafter defined in Clause 5.1.2), or unless otherwise
indicated, we and/or our licensors have valid, unrestricted and exclusive
rights, title and interest of the Intellectual Property Rights on the Platform
and the texts, graphics, logos, icons, images, documentations, audios, videos, software,
page layout, underlying code, data compilations, materials and any other form
of information capable of being stored in a computer that contained in or
published on the Platform (collectively, the “Content”). By allowing you to
access and use the Platform, MISHU does not grant you any licence or other
authorisation in respect of the Platform’s Intellectual Property Rights.
4.3. Subject
to your complete and ongoing compliance with all the terms and conditions of
this Agreement and payment of all applicable fees, MISHU hereby grants to you a
limited, personal, restricted, non-exclusive, non-transferable,
non-sublicensable, and revocable license, subject to this Agreement, to access
and use the Platform and the Content in accordance with this Agreement. All
other uses are prohibited without our prior written consent.
4.4. Your use
of and access to the Platform and the Content does not grant or transfer to you
any rights, title or interest in relation to the Platform or the Content. You
must not:
4.4.1.
copy or use, in whole or in part, any Content;
4.4.2.
reproduce, retransmit, distribute, disseminate,
sell, resell, publish, broadcast or circulate any Content to any third-party,
unless otherwise indicated on the Platform or unless given express written
permission to do so by MISHU; and
4.4.3.
breach any Intellectual Property Rights connected
with the Platform or the Content, including (without limitation) altering or
modifying any of the Content, causing any of the Content to be framed or
embedded in another website or platform, or creating derivative works from the
Content.
4.5. You may
view and temporarily store material from the Platform in your browser’s cache.
4.6. You
undertake not to use any robot, spider, other automatic device, or manual
process to monitor materials available through our Platform.
4.7. If you
violate any portion of this Agreement, your permission to access and use the
Platform may be terminated immediately pursuant to this Agreement.
Additionally, we reserve the right to avail ourselves of all remedies available
at law and in equity for any such violation.
5.1. For purposes of this Clause 5:
5.1.1.
“Representative” means a representative
of yours, including an accountant, tax agent, auditor, lawyer, accounting,
taxation, audit or legal firm, or other third party, to whom you provide (or
for whom you authorise MISHU to provide) access to the User Data stored in the User
Account for the purpose of providing to you professional services.
5.1.2.
“User Data”
means any text, information, data, materials, images, or other content you
provide to us using the Platform or submit, enter into, load, or post to the
Platform, and all results from processing such text, information, data,
materials, images, or content, including the corporate documentation issued by
the Companies Commission of Malaysia, and the relevant agreements entered into
by a company, using the Platform.
5.2.
You hereby grant to us a royalty-free, fully
paid-up, sublicensable, transferable, perpetual, irrevocable, non-exclusive,
worldwide license to use, copy, modify, create derivative works of, display,
perform, publish and distribute, in any form, medium or manner, the User Data
where we deem fit and necessary for providing Perkhidmatan Kami to you, subject to
our commitments and obligations stated in our Privacy Policy.
5.3.
You have sole responsibility for the accuracy,
appropriateness and completeness of all User Data. MISHU will treat the User
Data that you have provided through the Platform as true for all purposes and shall
not be responsible for reviewing, validating or otherwise confirming the
accuracy, appropriateness or completeness of the User Data.
5.4.
At your request and/or consent and subject to your
payment of any applicable fees, MISHU will use reasonable efforts to make
certain User Data available to Representative(s) who have registered with and/or
are using the Platform. You hereby authorise MISHU to disclose such User Data to
any Representative to whom you authorise and/or instruct.
5.5.
MISHU does not control how any Representative uses
the User Data and has no responsibility over the User Data that is provided to
a Representative. Notwithstanding the foregoing, MISHU reserves the right to
decline to transmit the User Data to a specific Representative if MISHU
believes that such transmission would violate this Agreement or any applicable
laws (in which case MISHU will use reasonable efforts to promptly notify you of
such decision). Representatives acknowledge that MISHU is merely acting as a
passive conduit for such distribution and takes no responsibility for any User
Data. MISHU makes no warranty, representation, endorsement, or guarantee
regarding, and accept no responsibility or liability for, the quality, content,
nature or reliability of any User Data.
5.6.
You represent and warrant that: (a) you own the User
Data or have the right to grant the rights and licenses in this Agreement, and
(b) the use by MISHU of the User Data as licensed herein does not and will not
violate, misappropriate or infringe on the rights of any third party. We may
remove any User Data from the Platform for any reason at our sole and absolute
discretion.
6.
Specific Restrictions
6.1. You agree
that you shall only use the Platform for reasonable and lawful business
purposes.
6.2. You must
not do or attempt to do anything that is unlawful, prohibited by any laws
applicable to the Platform, which we would consider inappropriate, or which
might bring us or the Platform into disrepute, including (without limitation):
6.2.1.
using the Platform to store any materials which is
prohibited by law;
6.2.2.
using the
Platform in any way that is or may be damaging to the Platform, including
hacking or trying to steal other users’ information (including User Data, user
ID and password) from the Platform;
6.2.3.
tampering
with or modifying the Platform, knowingly transmitting viruses, worms or other
disabling features, or damaging or interfering with the Platform, including
(without limitation) using trojan horses, viruses, timebombs, keystroke
loggers, spyware or other similar feature or piracy or programming routines
that may damage or interfere with the Platform;
6.2.4.
using the
Platform in any way that interferes with any user’s access to the Platform;
6.2.5.
using the
Platform contrary to applicable laws and regulations, or in any way which may
cause harm to the Platform, or to any person or business entity;
6.2.6.
engaging in any
data mining, data harvesting, data extracting or any other similar activity in
relation to the Platform or data regarding other users, including e-mail
addresses, without our consent;
6.2.7.
anything
that would constitute a breach of an individual’s privacy (including uploading
private or personal information without an individual’s consent) or any other
legal rights;
6.2.8.
using the
Platform to defame, harass, threaten, menace or offend any person;
6.2.9.
using the
Platform to send unsolicited or unauthorised advertising, Promosial
materials, junk mail, spam, chain letters, pyramid schemes, or any other form
of duplicative or unsolicited messages, whether commercial or otherwise;
6.2.10. using the Platform to engage in any advertising or
marketing;
6.2.11. modifying, copying, adapting, reproducing, making
derivative works of, dissecting, decompiling, disassembling, reverse compiling
or reverse engineering any part of the Platform;
6.2.12. otherwise deriving or determining or attempting to
derive or determine the source code (or algorithms, structure or organisation)
of any software underlying the Platform;
6.2.13. interfering with, disrupting, or creating an undue
burden on servers or networks connected to the Platform, or violate the
regulations, policies or procedures of such servers or networks;
6.2.14. attempting to gain unauthorised access to the
Platform (or to other computer systems or networks connected to or used
together with the Platform), whether through password mining or any other
means;
6.2.15. accessing the Platform in order to build a similar or
competitive application, product, or service;
6.2.16. using software or automated agents or scripts to
produce multiple accounts on the Platform, or to generate automated searches,
requests, or queries to (or to strip, scrape, or mine data from) the Platform
(provided, however, that we conditionally grant to the operators of public
search engines revocable permission to use spiders to copy materials from the
Platform for the sole purpose of and solely to the extent necessary for
creating publicly available searchable indices of the materials, but not caches
or archives of such materials); and/or
6.2.17. instructing, authorising, facilitating or assisting a
third-party to do any of the above acts.
6.3. Certain areas of the Platform are restricted from
being accessed by you and we may further restrict access by you to any areas of
the Platform, at any time and from time to time, at our absolute discretion.
6.4. You are prohibited from using the Platform, including
the Content, in any way that competes with our business.
7.
Collection and Use of
Your Information
7.1. You acknowledge that when you access and use the
Platform, we may use automatic means (including, for example, cookies and web
beacons) to collect information about your use of the Platform. You may also be
required to provide certain information about yourself as a condition to
accessing and using the Platform or certain of its features or functionality.
All information we collect through or in connection with the Platform are
subject to our Privacy Policy.
7.2. We will process and may disclose personal data including
sensitive personal data (as defined in the Personal Data Protection Act 2010)
relating to you and your affiliates, and you consent to the processing and
disclosure of such data. You agree to keep us informed of any changes to your
personal data at all material times. In any event, should any such necessity
arise to obtaining the consent, authorisation or permission of any of your
affiliates in relation to the processing and disclosure of their personal data,
including sensitive personal data (as defined in the Personal Data Protection
Act 2010), then such consent, authorisation or permission is deemed to have
been obtained by you unless communicated otherwise to us.
7.3. Certain products, services or functionalities made
available via the Platform are and may be delivered by third party sites and
organisations. By using any product, service or functionality originating from https://setiausaha.com.my, you hereby acknowledge and consent that MISHU may
share such information and data with any third party with whom MISHU has a
contractual relationship with to provide the requested product, service or
functionality on behalf of users and customers of the Platform.
8.
Updates and User Data
Backup
8.1. You acknowledge and agree that, from time to time,
the Platform may be inaccessible or inoperable for any reason including, but
not limited to, equipment malfunctions, schedule downtime for maintenance,
upgrade and update, repairs or replacements that we may undertake from time to time
at our sole discretion.
8.2. MISHU is not responsible for performing, and is not
liable for any failure to perform, any back-up of any data (including User
Data) provided, transmitted, processed, or stored by you in or through the
Platform. It is your responsibility to back up onto your own local system all
User Data, including all data and records that you submit to us.
9.
Additional
Reservation of Rights
9.1. We expressly reserve the right to deny, cancel,
terminate, suspend, lock or modify access to (or control of) any User Account
or services for any reason (as determined by us, in our sole and absolute
discretion), including, but not limited to, the following:
9.1.1.
to correct
mistakes made by us in offering or delivering any services;
9.1.2.
to protect
the integrity and stability of, and correct mistakes made by, any of our
partners;
9.1.3.
to assist
with our fraud and abuse detection and prevention efforts;
9.1.4.
to comply
with court orders against you and any applicable local, state, national and
international laws, rules and regulations;
9.1.5.
to comply
with requests of law enforcement, including subpoena requests;
9.1.6.
to comply
with any dispute resolution process;
9.1.7.
to defend
any legal action or threatened legal action without consideration of whether
such legal action or threatened legal action is eventually determined to be
with or without merit; and/or
9.1.8.
to avoid any
civil or criminal liability on the part of us, our officers, directors,
employees and agents, as well as our affiliates, including, but not limited to,
instances where you have sued or threatened to sue us.
9.2. We expressly reserve the right to review every User Account
for excessive space and bandwidth utilisation, and to terminate or apply
additional fees to User Accounts that exceed allowed levels.
10.
Third-Party Materials
10.1. The Platform may use, display, include or make
available third-party content (including data, information, applications and
other products, services and/or materials) or provide links to third-party
websites or services, including through third-party advertising (the “Third-Party Materials”).
10.2. You acknowledge and agree that we do not control and
are not responsible for the Third-Party Materials, including but not limited
to, their accuracy, completeness, timeliness, validity, copyright compliance,
legality, decency, quality or any other aspect thereof. The inclusion of Third-Party
Materials on the Platform does not imply any endorsement by MISHU of the Third-Party
Materials or those in control of them.
10.3. We do not assume and will not have any liability or
responsibility to you or any other person or entity in respect of any
Third-Party Materials.
10.4. Third-Party Materials and links thereto are provided
solely as a convenience to you. You access and use them entirely at your own
risk and subject to such third parties’ terms and conditions.
10.5. Information on the many web pages that are linked to
the Platform comes from a variety of sources. Some of this information comes
from official MISHU licensors, but much of it comes from unofficial or
unaffiliated organisations and individuals, both internal and external to MISHU.
MISHU does not author, edit or monitor these unofficial pages or links. You
acknowledge and agree that MISHU shall not be responsible or liable, directly
or indirectly, for any damage or loss caused or alleged to be caused by or in
connection with the use of or reliance on any such content, products, services,
advertising or other materials available on such external sites or resources.
11.
Third-Party
Interactions
11.1. During use of the Platform, you may, from time to
time, enter into correspondences, trades and/or any other transactions with any
third-party service providers through the Platform, and you acknowledge that any
such activity, and any terms, conditions, warranties or representations
associated with such activity, is solely conducted and/or entered into between
you and the applicable third-party.
11.2. MISHU and its affiliates and licensors shall have no
liability, obligation or responsibility for any such correspondences, trades
and/or transactions between you and any such third-party.
11.3. MISHU does not endorse any applications or sites on
the Internet that are linked through the Platform, and in no event shall MISHU
or its affiliates and/or licensors be responsible for any content, products,
services or other materials on or available from such sites or third-party
service providers.
11.4. MISHU provides the services made available on the
Platform to you pursuant to this Agreement. You recognise, however, that
certain third-party merchants or service providers, goods and/or services may
require your agreement to additional and/or different terms of service prior to
your use of or access to such goods or services, and MISHU is not a party to any
agreement relating to such use and access, and we disclaim any and all
responsibility and/or liability arising from such agreements between you and
the third-party service providers.
12.
Third Party Software
and Application Programming Interface (“API”)
We may use
third party software and APIs when providing services on the Platform. We do
not guarantee the reliability of such third-party software or APIs. You
agree that we are not liable for any loss or damage whatsoever incurred or
suffered by you arising out of our use of such third-party software or APIs.
13.
Indemnity
You agree to
indemnify, defend and hold harmless and keep indemnified, defended and held
harmless MISHU and its licensors, officers, partners, directors, employees,
agents, affiliates, successors and assigns from and against any and all losses,
damages, liabilities, deficiencies, claims, actions, judgments, settlements,
interest, awards, penalties, fines, costs, or expenses of whatever kind, including
reasonable advocates and solicitors’ fees, arising from or relating to your use
or misuse of the Platform or the placement or transmission of any message,
information, software or other materials through the Platform by you or users
of your User Account or related to any breach of this Agreement by you or users
of your User Account.
14.
Disclaimer of
Warranties
14.1. The Platform is provided to you on an “as is where
is” basis and with all faults and defects without warranty of any kind. To the
maximum extent permitted under applicable law, MISHU, on its behalf and on
behalf of its affiliates, licensors and its service providers, expressly
disclaims all:
14.1.1. conditions and warranties, whether express, implied,
statutory or otherwise, with respect to the Platform including but not limited
to the commercial and non-commercial merchantability, quality, fitness,
purpose, title, non-infringement and any implied terms and warranties of the
Platform;
14.1.2. representations, by any means, as to the
availability, accessibility, uninterrupted access, operation, performance of
the Platform or any other products or services accessed via the Platform; and
14.1.3. indemnification arising from course of dealing or
course of performance in connection with this Agreement.
14.2. No advice or information, whether oral or written,
obtained by you from the Platform or any materials or content available through
the Platform will create any warranty that is not expressly stated in this
Agreement. You assume all risk for any damage that may result from your use of
or access to the Platform, and any material or content available through the
Platform.
14.3. MISHU does not warrant the accuracy, completeness or
adequacy of any information or material contained on the Platform. Nothing
contained on the Platform is intended to be used as professional advice, nor as
substitute for your own professional advice.
14.4. Without limitation to the foregoing, we provide no
warranty or undertaking, and make no representation of any kind that the
Platform will meet your requirements, achieve any intended results, be
compatible or work with any other software, applications, systems or services,
operate without any interruption, meet any performance or reliability standards
or be error free or that any errors or defects can or will be corrected.
14.5. Whilst we use reasonable efforts to ensure that our
online platform is free from viruses and other malicious or harmful
content, we cannot guarantee that your use of the Platform (including any
content on it or any website accessible from it) will not cause damage to your
computer or any other device. Except if required by applicable law, we
shall not be liable to you for any loss or damage, which you may suffer
as a result of viruses or other malicious or harmful content.
15.
Limitation of
Liability
15.1. In no event will MISHU, its affiliates and its
respective licensors, shareholders, members, directors, officers, employees,
attorneys, agents, representatives, suppliers or contractors be liable for any
incidental, direct, indirect, special, punitive, consequential or similar damages
or liabilities whatsoever (including, without limitation, damages for loss of
data or exposure of data, information, revenue, profits or other business or
financial benefit) arising out of or in connection with the Platform, any
performance or non-performance of the Platform, or any other product, service
or other item provided by or on behalf of MISHU.
15.2. You agree that MISHU has no liability or
responsibility for the deliberate or accidental deletion, failure to store,
theft, misappropriation or loss, by any means, of any data due to your actions
in using the Platform including failure to apply strong passwords.
15.3. Access to, and use of, the Platform are entirely at
your own discretion and risk. You understand and agree that you will use the
Platform, and use, access, download, or otherwise obtain materials or content
through the Platform, at your own discretion and risk, and that you are solely
responsible for any damage to your property (including your computer system or
mobile device used in connection with the Platform), or the loss of data that
results from the use of the Platform or the download or use of any Content.
15.4. The Content is provided for informational purposes
only and is not intended to constitute professional, regulatory, legal or other
advice. Any decision made or action taken by you based on the Content is at
your sole responsibility and liability.
15.5. Any opinion, analysis or other information included
in the Content provided does not constitute an advice. You agree that you are
solely responsible for all actions (or the lack thereof), and decisions as
related to the Content and your use of the Platform. MISHU and each party providing the Content
disclaim liability to all persons or organisations in relation to any action(s)
taken on the basis of currency or accuracy of the Content or any loss or damage
suffered in connection with that information or material. You agree that MISHU
has no liability or responsibility for any actions you may take in relation to
the Content provided.
15.6. MISHU has no special relationship with or fiduciary
duty to you or any other third party. You agree and acknowledge that you are
solely responsible for conducting a full and diligent review of any and all
legal, accounting, regulatory or tax related implications that may result from
your use of Platform and it is your responsibility to ensure that you order the
service or combination of services and goods on the Platform which suits your
needs. Prior to accessing the Platform, we recommend that you consult with a qualified
professional who is fully aware of your circumstances.
15.7. In the event that any limitation or exclusion of
liability in this Agreement is not enforceable, our total liability for any
claim arising out of or relating in any manner to the access and/or use (or
inability to access and/or use) of the Platform is limited to RM 100 only. We
do not exclude liability for death or personal injury caused by our negligence,
fraud or fraudulent misrepresentation, or any other liability which may not be
excluded by law.
16.
Right to Investigate
16.1. We reserve the right in our sole discretion to
investigate complaints, actual, potential or alleged violations of this
Agreement or other agreements applicable to us and any actual, potential or
alleged violations of applicable law, but we undertake no obligation to do so.
16.2. In connection with any such investigation, we may
take any action we deem appropriate including, without limitation, reporting
any suspected unlawful activity to law enforcement officials, regulators or
other third parties, and disclosing any information necessary or appropriate to
such persons relating to your profile, e-mail address, usage history, posted
materials, IP addresses and traffic information.
16.3. Periodically, we are obliged to undertake due
diligence checks on the clients to which we provide ongoing services. Should
any of our checks result in the discovery of illegal or unethical conduct, we
reserve the right to terminate the provision of Perkhidmatan Kami to you, your access
to, or use of, the Platform, without notice and without a refund.
17.
Force Majeure
17.1. You acknowledge and agree that we have no control
over the availability of the Platform on a continuous or uninterrupted basis,
and that we assume no liability to you or any other party with regard thereto. We
are not responsible or liable for failure or delay of performance caused by act
of war, hostility, or sabotage; act of God; electrical, internet or
telecommunication shortage or outage; interruption or failure of
telecommunication or digital transmission links; hostile network attacks;
network congestion; national, state, or local government restrictions or
intervention; pandemic, epidemic or any other event that is beyond our
reasonable control, whether foreseeable or not (“Force Majeure Event”).
17.2. Where the access to the Platform are interrupted or
we are unable to perform the
services offered on the Platform for a continuous period of more than 21
calendar days by reason of a Force
Majeure Event, either party shall have the right to terminate this Agreement.
18.
Invalidity and
Severability
18.1. If any provision of this Agreement is or may become
under any written law, or is found by any court or administrative body or
competent jurisdiction to be, illegal, void, invalid, prohibited or
unenforceable then:
18.1.1. such provision shall be ineffective to the extent of
such illegality, voidness, invalidity, prohibition or
unenforceability;
18.1.2. the remaining provisions of this Agreement shall
remain in full force and effect; and
18.1.3. the parties shall use their respective best endeavours
to negotiate and agree a substitute provision which is valid and enforceable
and achieves to the greatest extent possible of the economic, legal and
commercial objectives of such illegal, void, invalid, prohibited or
unenforceable term, condition, stipulation, provision, covenant or undertaking.
19.
Assignment
19.1. You may not assign, transfer or sub-contract any of
your rights and obligations under this Agreement to any other person without
our prior written consent.
19.2. We may assign, transfer or sub-contract all or any of
our rights and obligations under this Agreement at any time without your
consent to:
19.2.1. our subsidiary or related/affiliated company;
19.2.2. an acquirer of our equity, business or assets; or
19.2.3. a successor by merger.
20.
Waiver
If a party
waives any right under this Agreement, it must be done in writing. No failure to
exercise, and no delay in exercising, on the part of either party, any right or
any power hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any right or power hereunder preclude further exercise of
that or any other right hereunder. A waiver of a breach of a term in this
Agreement does not operate as a waiver of another breach of the same term or
any other term.
21. Equitable Remedies
You
acknowledge that the rights granted, and obligations made under this Agreement
to us are of a unique and irreplaceable nature, the loss of which shall
irreparably harm us, and which cannot be replaced by monetary damages alone. As
such, we shall be entitled to injunctive or other equitable relief (without the
obligations of posting any bond or surety or proof of damages) in the event of
any breach or anticipatory breach by you.
22.
Governing Law and
Jurisdiction
This
Agreement is governed by, and construed in accordance with, the laws of
Malaysia. The courts of Malaysia are to have exclusive jurisdiction to settle
any disputes which may arise out of or in connection with this Agreement.
23.
Entire Agreement
This
Agreement, our Terms of Business and our Privacy Policy constitute the entire
agreement between you and MISHU with respect to the Platform and supersede all
prior or contemporaneous understanding and agreements, whether written or oral,
with respect to the Platform. This Agreement creates no third-party beneficiary
rights.
24.
Electronic
Communication
24.1. For contractual purposes, you consent:
24.1.1. to receiving communications from us in an electronic
form via the last email address you have submitted to us; and
24.1.2. that any terms and conditions, agreements, policies,
notices, disclosures and other communications that we provide to you
electronically satisfy any legal requirement that such communications would
satisfy if they were in writing.
24.2. Notice will be
deemed given twenty (24) hours after:
24.2.1. the e-mail is sent to the last email address that you
have provided to us; or
24.2.2. the notice is posted on the Platform.
25.
Copyright and
Trademark Information
Copyright © 2020 MISHU. All trademarks, logos and
service marks (“Marks”) displayed on the Platform are our
property or the property of other third parties. You are not permitted to use
these Marks without our prior written consent or the consent of such third-party which may
own the Marks.
26.
How To Hubungi Kami
With Questions?
26.1. We welcome your feedback, suggestions and questions
(“Feedback”). If you wish to
Hubungi Kami, or if this Agreement requires you to give notice to us in writing,
please send an email to [email protected].
26.2.
If you
provide us with any Feedback, you hereby assign to us all rights in such
Feedback and agree that we shall have the right to use and fully exploit such
Feedback and related information in any manner we deem appropriate. We will
treat any Feedback you provide to us as non-confidential and non-proprietary.
You agree that you will not submit to us any information or ideas that you
consider to be confidential or proprietary.