BY USING POIN INCLUDING THE ACCESS TO THE PLATFORM AND/OR YOUR USE OF THE THE SERVICE(S) THEREIN, YOU HEREBY AGREE TO ADHERE TO, AND BE BOUND BY, THE TERMS AND CONDITIONS OF THIS AGREEMENT, WHICH MAY BE AMENDED, VARIED OR MODIFIED FROM TIME TO TIME. SUCH AMENDMENTS SHALL BE DEEMED EFFECTIVE TO YOU WHEN COMMUNICATED TO YOU VIA EMAIL OR BY POSTING TO THIS SITE. PLEASE FREQUENTLY CHECK THIS PAGE FOR THE LATEST UPDATES. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT, YOU MAY NOT ACCESS THE PLATFORM AND/OR USE THE SERVICE(S). YOUR ACT OF ACCESSING THE PLATFORM AND/OR USING THE SERVICES SHALL BE DEEMED YOUR ACCEPTANCE AND AGREEMENT TO THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT.
This End User Agreement is entered into between You (‘You’ or ‘Your’ or ‘Yourself’) our legal entity and Macro Mobile Services Sdn Bhd (200201024627 [592290-M] ) and having its place of business at The Troika, Tower B, Level 3, 19 Persiaran KLCC, 50450, Kuala Lumpur, Malaysia (‘We’ or ‘Our, ‘Ours’ or ‘Us’ ). [Each may be referred to as a ‘Party’, and collectively as ‘Parties’] (collectively ‘Agreement’) for the purposes of, inter alia, accessing the Platform and using the Service(s).
EligibilityIf You are an individual, You must be of the legal age of 18 years old and above or if You represent a Company/Business, You must be duly authorized to enter into this Agreement on behalf of Your Company/Business. You must have a valid mobile number (which is enabled to receive SMS) and email address. If You are under the age of 18 years old or the legal age for giving consent hereunder pursuant to the applicable laws in Your country (the “legal age”), You must obtain permission from Your parent(s) or legal guardian(s) to open an Account on the Platform. If You are the parent or legal guardian of a minor who is creating an Account, You must accept and comply with the terms and conditions set out in this Agreement on the minor's behalf and You will be responsible for the minor’s actions, any charges associated with the minor’s use of the Platform and/or Service(s) including but not limited to purchases made on the Platform. If You do not have consent from your parent(s) or legal guardian(s), You must stop using/accessing this Platform and/or Services.
The Scope of Agreement:POIN is the Platform whereupon Your access, You are entitled to purchase various digital goods and services including but not limted to games, games top-up credits, virtual pins and such other goods and services as and when they are made available on the Platform, subjet to the terms and conditons set out in this Agreement. Your access to the Platform and usage of the Service(s) are bound by the terms and conditions set out in this Agreement. All rights to, and ownership of, The Platform and the Service(s) shall at all times and under all circumstances belong to, and vest with, Us.
Now, therefore You and Us hereby agree to be bound by the following terms and conditions:
Definitions & Interpretation
Definitions. The words and expressions herein in upper case shall have the meaning ascribed to them under Appendix 1 section 1 hereto unless the contrary intention appears.
Any reference of Us and You shall include reference to its successor-in-title and lawful assigns.
No rule of construction applies to the disadvantage of a Party because that Party was responsible for the preparation of this Agreement or any part of it.
Any technical term not specifically defined in this Agreement shall be construed in accordance with the general practice of those in that profession to which the term is used.
Any reference to “approval” or “consent” shall mean approval or consent in writing unless otherwise set out.
The words “other”, “includes”, “including”, “for example” and “in particular” do not limit the generality of any preceding words and any words which follow them shall not be construed as being limited in scope to the same class as the preceding words where a wider construction is possible.
The appendixes, schedules and annexures to this Agreement shall be taken, read and construed as an essential part of this Agreement.
Access to Platform & Use of Service(s)
In consideration of You agreeing to, and complying with, the terms and conditions set out this Agreement, We grant you a limited, non-transferable and revocable license to use the Platform and/or Service(s), subject to the terms and conditions set out in this Agreement. You must not use the Service(s) and/or the Platform for any commercial purposes (which is prohibited) without Our prior written consent. Any breach or non-compliance of the terms and conditions set out in this Agreement shall result in the immediate revocation of the license granted herein without notice to You.
All content provided on this Platform is solely for informational purposes. The representations of the goods and services expressed on this Platform are those of Our Third Party Providers, and We do not warrant for their correctness or accuracy in any manner.
We may, from time to time and without giving any prior notice or justification, upgrade, modify, suspend or discontinue the provision of or remove, whether in whole or in part, the Platform or any Service(s) and shall not be liable to You if any such upgrade, modification, suspension or removal prevents You from accessing or using the Platform or any part of the Service(s).
We reserve the right, but shall not be obliged to:
monitor, screen or otherwise control any activity, content or material on the Platform and/or through the Service(s). We may in our sole and absolute discretion, investigate any violation of the terms and conditions contained herein and may take any action We deem appropriate;
prevent or restrict access of any unauthorised user to the Platform and/or the Service(s); and/or
report any activity We suspect to be in violation of any applicable law, statute or regulation to the appropriate authorities and to co-operate with such authorities including the Government Body and/or Our Third Party Provider.
Access to Platform. You must conform to application protocol specifications (if any) and Our instructions and directionrs as provided by Us to You from time to time in order to access to the Platform and the use of the Service(s). We have the absolute right to execute necessary changes or enhancements to the Platform and/or Service(s) for their betterment from time to time without notice to You.
Service Level Commitment. We will use Our commercially reasonable efforts to ensure the service levels of Our Platform and Service(s) are not lesser than the reasonable industry standards of the same provider as Us. Notwithstanding the foregoing, You agree that the Service(s) and/or the Platform may be unavailable from time to time due to maintenance or such other reasons beyond Our control or due to Our Third Party Provider’s fault, which we shall not be held liable for the same. We do not make any warranty that the Service(s) and/or Platform will be available when You log in or use the Service(s).
Hyperlinks. For your convenience, We may include hyperlinks to other websites or content on the Platform that are owned or operated by third parties. Such linked websites or content are not under Our control and We are not liable for any errors, omissions, delays, defamation, libel, slander, falsehood, obscenity, pornography, profanity, inaccuracy or any other objectionable material contained in the contents, or the consequences of accessing, any linked website. Any hyperlinks to any other websites or content are not an endorsement or verification of such websites or content and You agree that Your access to or use of such linked websites or content is entirely at Your own risk.
Authority. Both Parties acknowledge that this Agreement and the access to Platform and the use of Service(s) herein is non-exclusive.
Submission. You grant us a non-exclusive licence to use the materials or information that you submit to the Platform and/or provide to us in any manner We deem fit, including but not limited to, questions, reviews, comments, personal details and suggestions (collectively, "Your Submissions"). We may, but shall not be obligated to, remove or edit any of Your Submissions.
You warrant and represent You have obtained and complied, and shall ensure You obtain and comply, with all applicable laws including the Guidelines, and all licences or approvals required to be complied with, or performed, in order to (i) enable You to lawfully enter into and perform the obligations expressed to be assumed by You under the Agreement: (ii) ensure that the obligations expressed to be assumed by You under the Agreement are legal, binding and enforceable; and (iii) render this Agreement admissible as evidence in Court. For the purpose of this Clause, the acts and/or omissions of Your employees, agents, servants, representatives, sub-contractors, third party providers and affiliates shall also be deemed the acts and/or omission of You.
You warrant and represent that You shall comply with all the terms and conditions set out in this Agreement.
If You are an individual, You must be of the legal age of 18 years old and above or if You represent a Company/Business, You must be duly authorized to enter into this Agreement on behalf of Your Company/Business. You must have a valid mobile number (which is enabled to receive SMS) and email address. If You are under the age of 18 years old or the legal age for giving consent hereunder pursuant to the applicable laws in Your country (the “legal age”), You must obtain permission from Your parent(s) or legal guardian(s) to open an Account on the Platform. If You are the parent or legal guardian of a minor who is creating an Account, You must accept and comply with the terms and conditions set out in this Agreement on the minor's behalf and You will be responsible for the minor’s actions, any charges associated with the minor’s use of the Platform and/or Service(s) including but not limited to purchases made on the Platform. If You do not have consent from Your parent(s) or legal guardian(s), You must stop using/accessing this Platform and/or Services.
Your personal information and all documents whatsoever submitted or provided to Us, including but not limited to Your name in full, mobile number, email address, correspondence address and such other information so required by Us, are true, accurate and not misleading. You must forthwith inform us in writing if any of the aforementioned information of Yours is changed.
You shall not directly or indirectly solicit or attempt to solicit any customers away from the Platform.
You must not, whether intentionally or unintentionally, use the Platform and/or Service(s):
contrary to any applicable laws including but not limited to the Guidelines, copyright, trademark, patents and other intellectual property rights and for any unlawful purpose including and without limitation, any criminal or fraud purposes;
to transmit or utilize any (a) viruses, worms, trojan horses, cancelbots, destructive or deletrious files or programs or other code that might disrupt, disable, harm, erase memory, or otherwise impede the operation, features, or functionality of any software, firmware, hardware, wireless device, computer system, network, Platform (b) traps, time bombs, or other code that would disable any software based on the elapsing of a period of time, advancement to a particular date or numeral, (c) code that would permit any third party to interfere or surreptitiously access any End User or Our information or data, or (d) content that causes disablement or impairment of the Platform or Our Third Party Poviders’ platforms; and
to infringe or facilitate infringement of any copyright, trademark, patents and any intellectual property rights or other propreitary rights or rights of publicity or privacy of any third party or any person or that may constiture a criminal offence or give rise to civil liability.
Account. You must inform us immediately as and when You are aware or believe that Your Account has been hacked or compromised in any way. You shall be solely liable and responsible for all activities and transactions (including but not limited to all purchases and payments) through Your Account at all times. You must take all necessary steps and measures to regularly check and verify all transactions in Your Account, and You must immediately inform Us if You find any irregularities. You must ensure the access to Your Account is secure and confidential including but not limited to Your login credentials and password (“Account Information”). You must not disclose or reveal Your Account Information to any persons or third parties and You must take all necessary steps and measures to prevent the disclosure of Your Account Information and unauthorised access to Your Account.
In the event You breach, or fail to comply with, its covenants and obligations set out in this Clause 5 of this Agreement, We shall be entitled to (i) withhold all monies, including any revenue share, due to You (if any) pending the outcome of the adjudication body and confirmation from Government Body and/or Our Third Party Providers pertaining to refunds and/or penalties; and (ii) pursue legal action as recourse to any and all loss, damage or liability (whether criminal or civil) suffered or sustained as a result of Your default, act or negligence or any breach under this Agreement.
You agree and acknowledge that:
the Virtual Products do not represent any credit value in real currency and cannot be exchanged for real cash whatsoever;
The Virtual Products can only be used for their intended purposes as set out in the Platform, and cannot be used for any other purposes including but not limited to commercial purposes;
You must not sell, transfer or otherwise dispose the Virtual Products to any persons or third parties; and
You must read carefully and understand the description and terms and conditions of the Virtual Product that You choose to purchase, and Your act of purchasing the same shall be deemed Your acceptance of the said terms and conditions.
The Virtual Products which You purchased on the Platform will be delivered to You via email to You or such other channel We deem appropriate. You may check Your purchase history on the Platform.
Replacement & Refund
We will replace the Virtual Goods to You as soon as practicable if the Virtual Goods You purchased do not work for its intended purpose and the same is duly verified by Us, provided that You notify us of the same within 3 months from the date of purchase.
We will refund all monies You paid for the Virtual Goods as soon as practicable if Our Third Party Providers are unable to provide You with the Virtual Goods after Your Purchase due to out of stock; or
In the event You did receive the Virtual Goods You purchased and the same is duly verified by Us, We will provide You with an option to either replace the Your said purchase or refund to You with the monies You paid for the same provided that (a) You must notify us within 3 days from the date of Your said purchase; and (b) Our Third Party Providers are unable to deliver the Virtual Goods to You within 3 days from the date of Your said notification to Us.
If You have any questions or complaints, You may contact Us using the “Contact Us” page on the Platform, as applicable.
Notwithstanding the foregoing, You agree that all refund or replacement are subject always to the approval by Our Third Party Providers and while We will assist You to dispute with them, We cannot guarantee that Our Third Party will refund the monies You have paid or replace the Virtual Goods to You.
Charges & Settlement
You agree to all the prices and charges as set out on the Platform and such prices and charges are provided on an “as is” basis, and We shall be entitled at our sole and absolute discretion to vary or amend the said charges and prices at any time from time to time.
The price of the products goods and services shall be the price stated on the Platform at the time which You place and complete the order on the Platform. The price includes any applicable sales and services tax, value added tax or similar tax which You shall be liable to pay to Us in addition to the price, but it excludes the delivery charges (if any).
All payment made by You shall be in accordance with the payment manner, options and direction as set out on the Platform. Upon Your successful payment, We will send You with a purchase confirmation and invoice to Your e-mail.
Currency Conversion. All expressed sums due shall be payable in accordance with the currency set out on the Platform. In the event conversion of the expressed sums due to other currency is required, the expressed sums due shall be converted into that other currency based on the conversion rate of a licensed bank nominated by Us. You shall bear all relevant bank charges, fees, expenses and disbursements where applicable.
Tax. All payments are subject to taxes where applicable. You shall bear Your own tax permitted or required by applicable law including but not limited to federal, state, local or foreign government tax, fee, duty, surcharge, withholding tax or other tax-like charge. The Parties shall further adhere to such other tax such as good and services tax which is applicable based on the jurisdiction where the Parties reside.
Suspension & Termination
Without prejudice to any of Our other rights under this Agreement, We shall be entitled to suspend and/or deactivate Your Account, Your access to the Platform and/or Your use of the Service(s), as the case may be, in the following events:
You have not logged in to Your account or Your account has not been active for more than 12 months, in which case at Our sole and absolute discretion Your account may be deactivated without notice to You. You may request Us in writing to re-activate Your account, and We will do so as soon as practicable subject to Your compliance with the terms and conditions of this Agreement;
You have not logged in to Your account or Your account has not been active for more than 18 months, in which case at Our sole and absolute discretion Your account may be permanently suspended and any available credits may be permanently forfeited without notice to You, and You hereby permanently waive Your rights to such credits;
We are obliged or advised to comply with an order, instruction, directive or request of a Government Body or Our Third Party Providers to do so (“Said Directive”), in which case Your account shall be deactivated pursuant to the Said Directive. Subject to the investigation of the Said Directive and if the investigation finds that: (a) You have breached any of the terms and conditions of this Agreement or the Guidelines, then Your Account shall be permanently suspended and any available credits shall be permanently forfeited and You hereby permanently waive Your rights to such credits; or (b) You are in full compliance with this Agreement and the Guidelines, then We will re-activate Your account as soon as practicable;
We have reason to believe that You, are in breach of any of the terms and conditions set out in this Agreement, in which case Your account shall be de-activated until such breach is fully remedied by You to Our satisfaction. If You fail to remedy such breach within 30 days from the date We inform You, then Your account shall be permanently suspended and any available credits shall be permanently forfeited and You hereby permanently waive Your rights to such credits;
One or more of Our Third Party Providers upon which the provision of the Service(s) and/or the Platform hereunder is dependent on suspends its provision of those services to Us, in which case Your account shall be permanently suspended and any available credits will be refunded to You as soon as practicable; or
You default in the payment of any monies due and owing to Us (if any) after the due date provided at least two payment reminders have been given by Us to You.
In addition to any other legal or equitable remedies, We may, without prior notice to you, immediately terminate or revoke any or all of your rights granted under these terms and conditions set out in this Agreement. Upon any termination of these terms and conditions, You shall immediately cease all access to and use of the Platform and/or Services and We shall, in addition to any other legal or equitable remedies, immediately revoke all password(s) and account identification issued to You and deny your access to and use of this Platform and/or Services in whole or in part. Any termination of this agreement shall not affect the respective rights and obligations (including without limitation, payment obligations) of the Parties arising before the date of termination. You furthermore agree that We shall not be liable to you or to any other person as a result of any such suspension or termination. If You are not satisfied with the Platform and/or Services or with any of the terms, conditions, rules, policies, guidelines, or practices, in operating the Platform and/or providing Service(s), Your sole and exclusive remedy is to discontinue using the Platform and/or the Services.
We shall be entitled to terminate Your Account and/or Your access to the Platform forthwith if:
You fail to comply with any of its obligations under this Agreement and the failure, if capable of remedy, remains unremedied for a period longer than twenty-one (21) days after being called to its attention by written notice from the first Party; or
You convene a meeting of its creditors or suffers a meeting to be convened or other action to be taken with a view to its liquidation or dissolution except, with the prior written approval of the first party, for the purposes of and followed by amalgamation or reconstruction; or
You, for any reason whatsoever, is struck off the Registrar of Companies or is bankrupt.
In addition to Clause 7.3 and without prejudice to any other provisions herein, We shall be entitled to terminate Your Account and/or Your access to the Platform forthwith if:
You operate or behave in a manner which in Our reasonable opinion of is likely to bring Us into disrepute or otherwise to compromise or adversely affect the reputation and standing of the Platform;
such termination is necessitated by any directive or regulation from the Government Body or any governmental or statutory authority having jurisdiction over the matters herein or such aforementioned directive or regulation expressly prohibits Us from performing Our obligations under this Agreement.
Without Prejudice to Other Rights. The termination of of Your Account and/or Your access to the Platform shall be without prejudice to any of Our rights against You which may have accrued up to the date of termination and to any other remedy or right that We may have under this Agreement or under general law.
We shall not be liable for any loss, damage and/or cost sustained, suffered or incurred by You resulting from Our actions under this Clause 7.
Confidential Information & Permitted Disclosure
You agree to keep all Our Confidential Information confidential and secure.
You hereby irrevocably and unconditionally consent and agree to the extent permitted by law that We can, at our sole and absolute discretion and without any notification to You, disclose or release any information pertaining to You or Your transactions performed on the Platform to and persons, companies and/or third parties as:
We may be required to disclose under any applicable law:
per the directive, advice or instruction by the Government Body or court order;
We deem fit.
You agree that all intellectual property rights, whether registered or unregistered, in the Platform, information content on the Platform and all the website design, including, but not limited to, text, graphics, software, photos, video, music, sound, and their selection and arrangement, and all software compilations, underlying source code and software (collectively referred to as “Intellectual Property”) shall remain our property or where applicable, our affiliates or third party intellectual property owners. The entire contents of the Platform also are protected by copyright as a collective work under Malaysia copyright laws and international conventions. All rights are reserved.
No part or parts of the Platform may be reproduced, reverse engineered, decompiled, disassembled, separated, altered, distributed, republished, displayed, broadcasted, hyperlinked, mirrored, framed, transferred or transmitted in any manner or by any means or stored in an information retrieval system or installed on any servers, system or equipment any Intellectual Property without our prior written permission or that of the relevant Intellectual Property owners. No party accessing the Platform shall claim any right, title or interest therein. Permission will only be granted to you to download, print or use the Intellectual Property for personal and non-commercial uses, provided that you do not modify the Intellectual Property and that we or the relevant copyright owners retain all copyright and other proprietary notices contained in the Materials.
You shall not use Our and Our Third Party Providers’ name, logo or marks for any purpose whatsoever without Our prior written consent.
All losses, costs, demands, liabilities or damage incurred or suffered by Us as a result of any infringement or passing off of any proprietary rights by You shall be reimbursed by You to Us within 10 days of receipt of Our written demand for the same or at Our sole and absolute discretion set off against any amount due, or payable, to You without Your consent.
You agrees and undertake to indemnify Us and keep Us indemnified (hold harmless) at all times (including Our employees, officers, directors and Our Third Party Providers) from and against all loss, damage or liability incurred or suffered as a result of any actions, proceedings, costs, claims, demands, liabilities and expenses whatsoever (including legal and other fees and disbursements) sustained, incurred or paid by Us directly or indirectly in respect of (i) any breach by You of any of the provisions of this Agreement or of any law, code or regulation; or (ii) any of Your wilful, unlawful or negligent act or omission; (iii) a claim by a third party against Us alleging that You have infringed or passed off any intellectual property rights; or (iv) any penalties or costs whatsoever necessitated or imposed by the Government Body and/or Our Third Party Providers against Us as a result of Your actions. The indemnity referred to in this Clause shall be granted by You to Us whether or not legal proceedings are or have been instituted and, if such proceedings are instituted, irrespective of the means, manner or nature of any settlement, compromise or determination;
For the avoidance of doubt, We may, at Our sole discretion, set-off any indemnity, charges, fees and/or costs, due and owing to Us by You against any revenue payable to You under this Agreement or against any other revenue, charges, fees and/or costs payable under any other provision(s) of this Agreement or demand immediate repayment of the said sums from You.
Limitation of Liability
You agree that The Platform and all data and/or information contained therein and/or the Services are provided on an “as is” and “as available” basis without any warranties, claims or representations made by Us of any kind either expressed, implied or statutory with respect to the Platform and/or the Services, including, without limitation, warranties of non-infringement of third party rights, title, merchantability, satisfactory quality or fitness for a particular purpose. All data and/or information contained in the Platform and/or the Services are provided for informational purposes only.
We make no warranties or representations in connection with the provision of Service(s), Content and Platform and the subject matter of this Agreement, whether express, implied or oral, contractual or statutory, including without limitation, any implied warranty of merchantability, fitness for a particular purpose, title, free from any bugs, virus or errors whatsoever, the security of the Platform and Your data, non-infringement, quiet enjoyment, satisfactory quality, or accuracy and any warranties, terms or conditions arising from course of performance, course of dealing or usage or trade. Without limiting the foregoing, We do not warrant that the Service(s) and Platform will be uninterrupted or error-free or free from hacks and We expressly disclaims (i) any liability arising from any claims by any third parties or such other end users or subscribers whomsoever; and (ii) any liability in respect of the data, details information, instructions supplied by You that are incorrect, inaccurate, illegible, out of sequence, or in the wrong form, or arising from their late arrival or non-arrival, or any of Your acts or omissions or any of Your third parties whosoever.
We and Our respective officers, employees, directors, agents, contractors and assigns shall not be liable to You for any losses whatsoever or howsoever caused (regardless of the form of action) arising directly or indirectly in connection with:
any access, use and/or inability to use the Platform or the Services;
reliance on any data or information made available through the Platform and/or through the Services. You should not act on such data or information without first independently verifying its contents;
any system, server or connection failure, error, omission, interruption, delay in transmission, computer virus or other malicious, destructive or corrupting code, agent program or macros; and
any use of or access to any other website or webpage linked to the Platform, even if We or our officers or agents or employees may have been advised of, or otherwise might have anticipated, the possibility of the same.
In no event shall We be liable to You in contract, tort, negligence, the use of Our Platform and Service(s), the content and materials contained in or accessed through Our Platform and Service(s), personal injury or non-waivable statutory rights or any other cause of action or otherwise for any loss of profits or any direct, indirect, incidental, consequential, special, punitive or exemplary damages arising from the subject matter of this Agreement or for or for any injury caused to or suffered by a person or damage to property or any damages arising out of or in connection with this Agreement. This liability limitation applies even if We have been advised of the possibility of such damages, including but not limited to, loss of revenue, profits, anticipated profits or lost business, and even if the damages were not reasonably foreseeable.
Any risk of misunderstanding, error, damage, expense or losses resulting from the use of the Platform and/or Services is entirely at Your own risk and We shall not be liable therefore.
You hereby irrevocably and unconditionally release and forever discharge Us (and Our Third Party Providers) from any and all claims, demands, and rights of action, whether now known or unknown, which relates to any interactions with, or act or omission of, Ours and/or Our Third Party Provider, other Platform users, or the Service(s).
Without prejudice to this Clause 11, the Parties hereby agree that Our maximum aggregate liability to the You under this Agreement, whether arising from contractual, tort, negligence or any other cause of action or otherwise, shall not under any circumstances exceed RM 1.00 only.
Anti-Social & Anti-Bribery
You warrant that You are not, and not involved in, an organised crime group (“Organised Crime), a member of any Organised Crime, a person equivalent to a member of an Organised Crime, a company affiliated with any Organised Crime, a group engaging in criminal/illegal/unlawful activities including but not limited to providing funding to any Organised Crime, a group engaging in criminal/illegal/unlawful activities under the pretext of conducting social campaigns or Organised Crime involved in intellectual crimes and such other activities which the authorities deem as part of Organised Crime from time to time.
You warrant that You shall comply with all applicable laws, regulations, statues and codes relating to anti-corruption and shall not give or offer to give, agree to give, authorize, solicit or accept of any gratification, gift commission or consideration of any kind as an inducement or reward for obtaining or retaining business or doing or promising to do any act or otherwise secure an improper advantage in relation to this Agreement to, by or for any person, including government or party officials, Our employees, officers or any person acting on its behalf ("Bribery") and that it has taken reasonable measures to prevent subcontractors, agents or any other third parties, subject to its control or determining influence, from doing Bribery.
You agree that in the event You breach clauses 12.1 and 12.2 or involved in Bribery and/or Organised Crime (“Said Breach”): (i) We shall be entitled to immediately terminate Your Account, Your access to the Platform and/or Your use of the Service(s) with or without notice to You and without cost and liabilities to You; and (ii) You shall indemnify, and hold harmless, Us and Our shareholders, directors and employees from and against any loss, damage, liability (including legal and other fees and disbursements) incurred or suffered as a result of or arising from the Said Breach.
Any notice or communication under or in connection with this Agreement shall be in writing in English and shall be delivered personally, or by post, email, telex cable or facsimile to the addresses or telefax numbers set out in the or at such address or telefax numbers as the recipient may have notified to the other Party hereto in writing. Proof of posting or despatch or transmittal of any notice or communication to the other Party shall be deemed to be proof of receipt:-
in the case of a letter, on the fifth (5th) Business Day after posting; or
in the case of an email, on the Business Day immediately after successful transmission;
Both Parties hereby agree and acknowledge that either Party shall not be held responsible or liable for any delay or failure to comply with any of the provisions of this Agreement due to the occurrence commonly known as force majeure, including to war, riots, embargoes, strikes or natural disasters.
If a delay or failure of a Party to perform its obligations is due to Force Majeure, the performance of that Party’s obligations will be suspended.
If a delay or failure by a Party to perform its obligations due to Force Majeure exceeds 30 days, either Party may immediately terminate this Agreement with notice to the other Party.
Assignment of Rights & Obligations. You shall not assign or transfer the benefit of this Agreement without Our prior written consent. We may consent to the assignment or novation of this Agreement subject to such terms and conditions as it chooses to impose. We shall be entitled to assign rights and obligations wholly or partly to Our subsidiaries or associates companies without Your Consent.
Disputes Resolution & Governing Law
In the event of any disputes or conflict between any of the provisions of this Agreement, the Parties shall seek to resolve the disputes or conflicts between the Parties within 21 days before submitting the disputes to the relevant Courts as provisioned on the cover page of this Agreement.
The Parties shall continue to be governed by the provision of this Agreement throughout the entire period where both Parties seek to resolve the disputes or conflicts unless otherwise indicated in writing.
The Parties hereby agree and acknowledge that this Agreement and all the terms and conditions therein shall be construed in accordance with the Governing Law, and the Parties agree to submit to the exclusive jurisdiction of courts, as set out in the SOF.
Waiver. No right under this Agreement shall be deemed waived except by prior written notice signed by both Parties. The failure or neglect of either Party to enforce at any time any of the provisions of this Agreement shall neither be construed nor shall be deemed to be a waiver of that Party’s rights hereunder nor does it in any way affect the validity of the whole or any part of this Agreement nor does it prejudice the rights of that Party to take subsequent action if it so chooses.
Survival of the Agreement
Subject to any provision to the contrary, this Agreement shall inure to the benefit of and be binding upon the Parties and their successors in title and permitted assigns but shall not inure to the benefit of any other persons.
The covenants, conditions and provisions of this Agreement which are capable of having effect after the expiration of the Agreement shall remain in full force and effect following the expiration of the Agreement for a period of six (6) years.
Severability. In the event that any or any part of the terms, conditions or provisions contained in this Agreement is determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision shall to that extent be severed from the remaining terms and conditions which shall continue to be valid and enforceable to the fullest extent permitted by law.
Relationship of the Parties. Nothing in this Agreement shall constitute or be deemed to constitute (i) a partnership between both the Parties; and (ii) any of the Parties hereto as the agent of the other Party.
Entire Agreement. This Agreement supersedes any understandings, promises or agreements made between the Parties hereto prior to this Agreement and constitute the entire understanding between the Parties hereto.
Successor Bound. This Agreement shall be binding upon each of the Parties hereto and their respective successors in title and permitted assigns.
Third Party Rights. This Agreement does not create or confer any rights or benefits enforceable by any person not a party to it.
Law. This Agreement shall be governed by the laws of Malaysia and the Parties agree to submit to the exclusive jurisdiction of the Malaysian courts.
End of Main Agreement
Appendix 1 "Definitions & Correspondence Contacts"
Means your account duly with registered with Us for the purposes of accessing the Platform and using the Service(s) available on the Platform;
means this agreement entered into between You and Us including the SOF(s) and all annexures, schedules and enclosures attached hereto and as amended from time to time;
means all Our proprietary and confidential information whether commercial, financial, technical or otherwise (whether oral, in writing, machine readable or in any other form) and materials (whether electronically recorded, in writing or otherwise) which by its nature is or ought to be confidential or which We have designated as such, including:
information relating to any of the Parties’ business, including but not limited to, details of trade secrets, know-how, strategies, ideas, operations, compliance information, processes, methodologies and practices, Our API, information regarding Our Platform, Our technical and product documents;
information relating to any of Our plans, intentions, know-how, market opportunities and business affairs or those of Our suppliers, customers (including potential customers) and clients;
confidential information of Our suppliers, customers and clients; and
the terms and conditions of this Agreement;
Provided that Confidential Information shall not include information which:
was, at the time of its disclosure by Us, in the public domain or subsequently disclosed or made available to the public (except where such disclosure is a result of a breach by the receiving Party of this Agreement);
was lawfully in Your possession prior to its disclosure by the disclosing Party to the receiving Party;
was already known to You on a non-confidential basis prior to Our disclosure to You;
is or becomes available to, or obtained by You from, a third party without any restrictions as to its use or disclosure ; or
is independently developed by You, without prior knowledge of, or receipt of the Our information.
means foreign, federal, state, municipal, political subdivision or other governmental department, commission, regulatory authority or board, bureau or agency or instrumentality;
means any guidelines, rules, regulations, advertising and marketing practices and directives that may be imposed by the Government Body, Our Third Party Providers or Us including any amendments thereto from time to time;
means collectively the web portal and web platform known as POIN for the purposes of providing the Service(s), which comprise, including but not limited to, digital wireless networks, server(s), hardware, software, interface, programs, source codes, API, and such other equipment. For the avoidance of doubt, the Platform and all components therein are of Ours, and do not include any components, hardware or systems of Our Third Party Providers;
means the services made available on the Platform including but not limited to selling, reselling and retailing of online games, virtual games credits, virtual pins and such other products and services made available on the Platform;
"Third Party Providers"
means third parties whom We collaborate with for the purposes of the Service(s) and they include parties such as games publishers, virtual games credits suppliers, virtual pins suppliers, financial institutions, payment processors, payment gateway providers and such other providers; and;
means intangible products including but not limited to digital coins for games, top-up credits for games, virtual pins and such other virtual/digital goods and services made available on the Platform;
Our Correspondence Contacts
Official Notice & Agreement related notices:
Executive OfficeEmail: firstname.lastname@example.org
Commercial & Technical Questions:
Client Support Engineer Email: email@example.com Tel: +603 – 2164 3100 (Monday to Friday, 9am – 6pm Malaysian Time)
Your Correspondence contacts are as provided to Us during Your registration, and shall be Your official correspondence contacts.
End of Appendix 1