License Agreement

This License Agreement (AGREEMENT) relates to the supply of Licensed Products by CLJ Malaysia Sdn. Bhd. (“CLJ”) and its associated companies. Any reference to “we”, “our” or “us” hereinafter appearing shall be read as referring to CLJ and any reference to “you” as referring to its customers.

No order shall be binding on nor deemed accepted by us and no contract shall be formed until our approval and acceptance of the Order has been communicated to you in writing.

CLJ Malaysia Sdn. Bhd. (LICENSOR) agrees to grant a LICENCE to you, the Customer (LICENSEE) to access the CLJPrime on-line database in accordance with the following terms and conditions.

1. DEFINITIONS

"AUTHORISED USER" means any user permitted or authorised by the LICENSEE under contract with the LICENSEE to access the DATABASE, and provided always that the permitted or authorised are listed by the LICENSEE as AUTHORISED USER in the list in writing submitted to LICENSOR in the Subscription Form, whether prior to the EFFECTIVE DATE, or during the TERM or RENEWED TERM (whichever applicable) of this AGREEMENT.

"DATABASE" means all the information or documents, templates, precedent banks, samples or materials provided by the LICENSOR, whether editable or otherwise, on-line called CLJPrime found at www.cljprime.com.

"EFFECTIVE DATE” means the commencement date of this AGREEMENT, where the ORDER has been accepted by us for the use of the LICENCE FEES during the TERM or RENEWED TERM (whichever applicable) of this AGREEMENT. Notwithstanding the EFFECTIVE DATE of this AGREEMENT, this AGREEMENT is conditional upon the fulfilment of the obligations of the LICENSEE under clause 4 within the time period provided therein and without prejudice to the right of the LICENSOR as set out in clause 6.

"LICENSE FEES" means subscription fees paid by the LICENSEE to the LICENSOR for one or more online products and/or services.

“LICENSED PRODUCTS” means each of the online products and/or services, which includes CLJPrime Specialist Modules and Specialist Toolkits specified in an ORDER and in "Annexure" of this AGREEMENT.

"ON-SITE" means the facility operated by the LICENSEE.

"ORDER" means an order which is submitted to us by the LICENSEE by a purchase order, subscription form, e-mail, proposal agreement or in any manner prescribed by us for one or more online products and/or services.

"REMOTE" means any facility not operated by the LICENSEE.

“RENEWED TERM” means the successive 12 months period or duration where the TERM or preceding RENEWED TERM (as the case maybe) is extended and renewed by LICENSOR (upon the fulfilment of the terms and conditions of this AGREEMENT for the renewal of the TERM or preceding RENEWED TERM (whichever applicable)) where the LICENSEEand/or its AUTHORISED USER is/are granted ON-SITE access to the DATABASE and to use the LICENSED PRODUCTS.

“TERM” means the initial 12 months period or duration from the EFFECTIVE DATE of this AGREEMENT where the LICENSEE and/or its AUTHORISED USER is/are granted ON-SITE access to the DATABASE and to use the LICENSED PRODUCTS.

2. LICENSE

(1) The fulfilling all its obligations as set out in this AGREEMENT, and provided always that there is no breach of any of the terms of this AGREEMENT by the LICENSEE, the LICENSOR agrees to grant and provide to the LICENSEE non-exclusive access to the DATABASE, and to use the LICENSED PRODUCTS, including the editable documents, templates, precedent banks, samples or materials provided by the LICENSOR, and create and store files, records, documents, information or materials created by the LICENSEE and the AUTHORISED USER from the DATABASE in the FOLDER (as described in the “Annexure” of this AGREEMENT) only, during the TERM or the RENEWED TERM (whichever applicable).

(2) The LICENSEE may allow ON-SITE access to the DATABASE to its employee, student, registered or walk-in patron or other person affiliated with, or permitted to use the facilities of the LICENSEE and REMOTE access to anybody who is expressly authorized as a AUTHORISED USER by the LICENSEE to access the DATABASEon the following conditions:

(i) all the AUTHORIZED USER who are allowed by the LICENSEE to access to ON-SITE and permitted to use the LICENSED PRODUCTS are listed by the LICENSEE as AUTHORISED USER in the list in writing submitted to LICENSOR in the Subscription Form, whether prior to the EFFECTIVE DATE, or during the TERM or RENEWED TERM (whichever applicable) of this AGREEMENT;

(ii) the LICENSEE shall cause the AUTHORISED USER to comply with and be bound by the terms and conditions of this AGREEMENT; and

(iii) Notwithstanding the terms as set out in this clause 2(b), the LICENSEE shall be solely and fully responsible and/or liable under this AGREEMENT for the act and/or omission of the AUTHORISED USER arising from or connected with or consequent upon the access or use by the AUTHORIZED USER.

(3) The LICENSEE may provide ON-SITE access to the DATABASE only to their registered or walk-in patrons subject to clause 2(b) (ii) and clause 2(b)(iii), and provided always that the security procedures and measures are undertaken to prevent and restrict REMOTE access by any body or individual who is not listed as an AUTHORISED USER.

(4) Through this AGREEMENT, the LICENSEE, AUTHORISED USER and/or the registered or walked-in patrons of the LICENSEE are subject to and be bound by the Terms and Conditions of Use and the Terms of Trade posted on the web at www.cljprime.com. The Terms and Conditions of Use and the Terms of Trade shall form part and integral part of this AGREEMENT, and the terms and conditions set out in the Terms and Conditions of Use and the Terms of Trade shall bind the LICENSEE, the AUTHORISED USER and/or the registered or walked-in patrons of the LICENSEE for the access and/or use of the ON-SITE, DATABASE and/or the LICENSED PRODUCTS.

(5) In the event of any conflict between the terms of this AGREEMENT, and the Terms and Conditions of Use and/or the Terms of Trade, the terms and conditions of this AGREEMENT shall prevail.

3. DURATION

Upon acceptance of an Order by the LICENSOR, access to the DATABASE and LICENSED PRODUCTS shall be for the TERM, namely an initial term of 12 months from the EFFECTIVE DATE, and renewable thereafter, for the RENEWED TERM, namely successive terms of 12 months each, unless otherwise agreed, until expiry of the relevant year's subscription or earlier termination pursuant to Clause 9 below.

4. LICENCE FEE AND MANNER OF PAYMENT

A LICENCE FEE at the agreed amount is specified in the ORDER and is due within seven (7) days of receipt of the LICENSOR’S invoice, unless otherwise agreed, payable by the LICENSEE to the LICENSOR. The LICENSEE shall be solely responsible to pay any tax, charges or rates imposed by the Government or any local authorities including, but not limited to, the Sales and Service Tax (SST) pursuant to the Sales Tax Act 2018 (Act 806) and the Service Tax Act 2018 (Act 807).

5. RENEWAL

Thirty (30) days prior to the date of expiry of the TERM or the RENEWED TERM of this AGREEMENT and provided that there was no prior breach of the terms and conditions of this AGREEMENT by the LICENSEE and/or the AUTHORISED USER, the Parties may by mutual agreement agree to extend this AGREEMENT based on agreed terms.

6. INTELLECTUAL PROPERTY RIGHTS

(1) The LICENSOR shall remain as the sole and absolute legal owner and/or beneficial proprietor of the intellectual property of the contents in the LICENSED PRODUCT and DATABASE, including the copyright, trademark, confidentiality, legal rights, equitable rights, beneficial interest or other proprietary rights contained in the LICENSED PRODUCT and DATABASE, including editable documents, templates, precedent banks, samples or materials provided by the LICENSOR. The LICENSEE acknowledges that he/she shall acquire no right, title or interest in any intellectual property rights that is owned or licensed by the LICENSOR.The LICENSEE shall not remove or alter any copyright, trademark, confidentiality or other proprietary notices that appear on any of the documents, templates, precedent banks, samples or materials provided by the LICENSOR, and the LICENSEE shall reproduce any such notices on any and all copies thereof. The LICENSEE shall not attempt to decompile, translate, reverse engineer or make any copy of any documents, templates, precedent banks, samples or materials provided by the LICENSOR.

(2) Whilst the LICENSEE may be the author of the documents or materials edited by him/ her using the editable documents, templates, precedent banks, samples or materials provided by the LICENSOR, the LICENSEE grant the LICENSOR the perpetual license to store these documents or materials in the FOLDER and/or server or facility operated by the LICENSORfree of royalty and for the duration as the LICENSOR deems fit.

(3) Apart from the license expressly granted to the LICENSEE by the LICENSOR in this AGREEMENT, the LICENSEE expressly agree and acknowledge that the LICENSEE and the AUTHORISED USER shall have no right or claim , including claim of any ownership, or right (including any right of possession), whether during the TERM or RENEWED TERM or upon the expiry or termination of the AGREEMENT,over those files, records, documents, information or materials created and/or stored by the LICENSEE and the AUTHORISED USER in the LISENSOR’S server.

7. DISCLAIMER AND NO WARRANTIES

(1) The files, records, documents, information or materials created and/or stored by the LICENSEE and the AUTHORISED USER in the FOLDER shall be kept confidential by the LICENSEE and the LICENSEE shall take all necessary measures to secure the password, and not to divulge the password to other persons. Disclosure of a password allows others to view, alter files, records, documents, information or materials created and/or stored by the LICENSEE and the AUTHORISED USER.

(2) The files, records, documents, information or materials created and/or stored by the LICENSEE and the AUTHORISED USER in the FOLDERare only accessible by the authorized representatives of the LICENSOR for the purpose of maintenance and administration of the FOLDER and DATABASE. The LICENSOR may disclose files, records, documents, information or materials created and/or stored by the LICENSEE and the AUTHORISED USER if required to do so by law, or the authorities, orin the good faith belief that such action is reasonably necessary to comply with legal process, respond to claims, or to protect the rights, property or safety of the LICENSOR, its employees, customers, or the public.

(3) The files, records, documents, information or materials created and/or stored by the LICENSEE and the AUTHORISED USER in the FOLDER are kept in the FOLDER accessible by the LICENSEE through the unique password known only to the LICENSEE and the AUTHORISED USER (as disclosed by the LICENSEE). The FOLDER uses reasonable security measures to prevent unauthorised access. The LICENSOR uses reasonable standards to protect the files, records, documents, information or materials created and/or stored by the LICENSEE and the AUTHORISED USER in the FOLDER. However, the Parties expressly agree and accept that there is no warranty, promise, representation, assurance, guarantee, condition, undertaking or term, express or implied, statutory or otherwise, that the files, records, documents, information or materials created and/or stored by the LICENSEE and the AUTHORISED USER are completely secure and accessible or available to the LICENSEE. Accordingly, despite the LICENSOR’S best efforts to protect files, records, documents, information or materials created and/or stored by the LICENSEE and the AUTHORISED USER, the LICENSOR does not guarantee, ensure or warrant the security in any manner whatsoever. All such files, records, documents, information or materials created and/or stored by the LICENSEE and the AUTHORISED USER are at the LICENSEE own risk.

(4) The LICENSEE herein agree and accept that the DATABASE, including all the editabledocuments, templates, precedent banks, samples or materials provided by the LICENSOR, areprovided “as is” and “as available” basis in its present state and condition. No warranty, promise, representation, assurance, guarantee,condition, undertaking or term, express or implied, statutory or otherwise, as to condition, quality, usefulness, commercial utility, compliance with any law, availability, durability, performance, non-infringement, merchantability or fitness for a particular purpose or use, titleof the DATABASE is given or assumed by the LICENSOR, and all such warranties, promises, representations, assurances, guarantees, conditions, undertakings, and terms are expressly excluded to the fullest extent permitted by law.

(5) Without prejudice to the generality of the foregoing, the LICENSOR does not claim, promise, represent, assure, guarantee orwarrant that the DATABASE, including all the editable documents, templates, precedent banks, samples or materials provided by the LICENSOR will be free from errors, and the LICENSOR does not claim, promise, represent, assure, guarantee or warrant that any and all the DATABASE is accurate,complete, adequateand up-to-date. The LICENSEE hereby unconditionally and irrevocablyaccept that the LICENSEE does not rely on the availability, usefulness, accuracy, completeness or adequacy of the DATABASE, and the LICENSEE shall have no claim whatsoever against the LICENSOR in respect of the availability, usefulness, accuracy, or completeness or adequacy, at any time and from time to time, of the DATABASE and/or the LICENSEE’S stored documents and materials at the FOLDER and/or server of the LICENSOR.

(6) The LICENSEE shall not rely upon the information or contents of the DATABASE, including all the editable documents, templates, precedent banks, samples or materials provided by the LICENSOR as a basis for making any business, legal or any other decisions. By using the DATABASE, the LICENSEE shall exercise and conduct its own research to verify the accuracy, usefulness, completeness, or adequacy of the contents or information contained in the DATABASE, including all the editable documents, templates, precedent banks, samples or materials provided by the LICENSOR. The LICENSEE hereby unconditionally and irrevocably expressly agree that the LICENSEE’s use of the DATABASE, includingall the editabledocuments, templates, precedent banks, samples or materials provided by the LICENSOR is strictlyat the LICENSEE’ssole risk and the LICENSEEshall have no claim in any manner whatsoever against the LICENSOR in respect of the LICENSEE’s usage of the DATABASE, including the contents or information contains herein.

(7) The LICENSOR does not guarantee or warrant continuous, uninterrupted or secure access to the DATABASE and/or files, records, documents, information or materials created and/or stored by the LICENSEE and the AUTHORISED USER.

(8) The LICENSEE accepts and agrees that the LICENSOR shall not be liable in any manner for any lost and damage to the documents edited and/or stored by the LICENSEE in the FOLDER.

(9) The LICENSOR shall not be liable for any claims, expenses, losses, damages and costs made against or incurred or suffered by the LICENSEE directly or indirectly (including without limitation lost costs, profits, and data) arising out of:

(a) the LICENSEE’s use or misuse of the DATABASE and/or LICENSED PRODUCTS;

(b) the LICENSEE’s inability to use or obtain access to the DATABASE and/or LICENSED PRODUCTS and/or documents or materials edited and stored in the FOLDER;

(d) the use of or any errors or omissions in any of the DATABASE and/or LICENSED PRODUCTS.

8. SUSPENSION

(1) If the LICENSOR becomes aware of a material breach of the rights of the LICENSOR under this AGREEMENT that the LICENSOR reasonably believes will cause immediate and severe economic injury, the LICENSOR will notify the LICENSEE immediately in writing and shall have the right to temporarily suspend the LICENSEE’s and AUTHORISED USER’s access to and use of the DATABASE and LICENSED PRODUCTS, and the LICENSOR shall not be in any manner whatsoever be held liable or responsible for any loss or damage to the LICENSEE as a result of said temporary suspension.

(2) If the LICENSEE and/or the AUTHORISED USER breach any of the terms of this AGREEMENT, the LICENSOR shall be entitled in its sole and absolute discretion suspend the LICENSEE's and AUTHORISED USER’s access to and use of the DATABASE and LICENSED PRODUCTS, and the LICENSOR shall not be in any manner whatsoever be held liable or responsible for any loss or damage to the LICENSEE as a result of the suspension. The LICENSOR’s right to suspend the access and use shall not be construed in any manner to prejudice the LICENSOR’s right under clause 6 herein.

9. TERMINATION

(1) Upon the occurrence of any one or more of the following events,

(a) the LICENSEE fails to pay to the LICENSOR in full any sum due to the LICENSOR within the time or by the date in which payment is required;

(b) the LICENSEE or AUTHORISED USER breach anyprovision of the AGREEMENTwhere:

(i) the breach is not capable of being remedied; or

(ii) the breach is capable of being remedied, the LICENSEE fails to remedy the breach within fourteen (14) days from the LICENSOR’s written notice to do so, and the LICENSEE, in the sole opinion of the LICENSOR, fail to take sufficient steps, measures or institute any adequate procedures within the period stipulated to prevent further occurrences of such breaches in the future;

(d) the LICENSEE becomes insolvent, commit an act of bankruptcy, are adjudicated bankrupt or enter into any composition or arrangement with creditors, or if being a company, go into liquidation whether compulsory or voluntary or a receiver is appointed in respect of any part of the LICENSEE’s business,

the LICENSOR may (at its option) terminate this AGREEMENT upon seven (7) days written notice to the LICENSEE.

(2) The LICENSOR shall at its sole discretion have the right to terminate this AGREEMENT at any time without cause and without the need to assign any reasons by giving fourteen (14) days’ notice in writing to the LICENSEE.

10. RIGHTS AND LIABILITIES OF PARTIES UPON EXPIRY OR TERMINATION OF AGREEMENT

(1) The Parties hereby acknowledge and agree that in the event of expiry of this AGREEMENT and/or upon termination of this AGREEMENT or upon termination of this AGREEMENT by the LICENSOR pursuant to Clause 9(1) above, the LICENSOR shall have the right to immediately suspend the LICENSEE's access to the LICENSED PRODUCT and to retain any LICENCE FEES paid in respect of the same, and claim from the LICENSEE any arrears thereof.

(2) The Parties hereby acknowledge and agree that in the event the LICENSOR issue any notice requiring the LICENSEE to remedy any breach within fourteen (14) days from the LICENSOR’swritten notice pursuant to Clause 9(1)(b)(ii) above, the LICENSOR shall have the right to immediately suspend theLICENSEE's and AUTHORISED USER’s access to and use of the DATABASE and LICENSED PRODUCTS and to retain any LICENCE FEES paid in respect of the same, and claim from the LICENSEE any arrears thereof.

(3) The Parties hereby acknowledge and agree that in the event of termination of this AGREEMENT by the LICENSOR under Clause 9(2) above, the LICENSOR shall have the right to immediately suspend and permanently stop the LICENSEE's and AUTHORISED USER’S access to and use of the DATABASE and LICENSED PRODUCTS upon expiry of the notice period under Clause 6(2) and the LICENSEE shall be entitled to a refund of the LICENCE FEE previously paid in advance under this AGREEMENT, calculated on a pro-rated basis against the balance of the access period at the date of termination, or any extended period which the Parties have mutually agreed to, less any arrears owing to the LICENSOR and statutory taxes, within twenty-one (21) days from the date the termination takes effect.

(4) Nothing herein shall be deemed to waive any right or remedy that the Parties may have against the other under this AGREEMENT prior to the termination.

(5) Upon the expiry and/or termination of the AGREEMENT, the LICENSEE and the AUTHORISED USER shall no longer has any right to access and/or use the DATABASE and LICENSED PRODUCTS. For avoidance of doubt,

(a) Any files, records, documents, information or materials created and/or stored by the LICENSEE and the AUTHORISED USER in the server or facility operated by the LICENSOR will no longer be accessible by and/or made available to the LICENSEE and the AUTHORISED USER;

(b) The LICENSOR may at its sole and absolute discretion, options and power retain thosefiles, records, documents, information or materials created and/or stored by the LICENSEE and the AUTHORISED USER in the server or facility operated by the LICENSOR, or permanently delete, destroy, purge or remove those files, records, documents, information or materials created and/or stored by the LICENSEE and the AUTHORISED USER.

(6) In any event, the LICENSEE expressly and unconditionally agrees and acknowledge that:

(a) the LICENSEE and the AUTHORISED USER shall have no rights whatsoever to claim any ownership, or right (including any right of possession), whether during the TERM or RENEWED TERM or upon the expiry or termination of the AGREEMENT, over theDATABASE and LICENSED PRODUCTS and/or those files, records, documents, information or materials created and/or stored by the LICENSEE and the AUTHORISED USER in theserver or facility operated by the LICENSOR;

(b) the LICENSEE and the AUTHORISED USER shall not demand, claim or hold the LICENSOR liable for any damages or compensation or in any manner whatsoever arising and/or consequent upon the storage, unavailability or lost or destruction or destroy of the files, records, documents, information or materials created and/or stored by the LICENSEE and the AUTHORISED USER in the server or facility operated by the LICENSOR.

11. GENERAL

(1) The LICENSOR will not be deemed to be in default for any delays or failure in performance resulting directly or indirectly from any cause or circumstance beyond its reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authority, rain, fire, flood, accidents, earthquake, strikes or labour shortages, transportation facilities shortages or failures of equipment, or failures of the Internet, including but not limited to ISPs service breakdowns and technical failure.

(2) This AGREEMENT and the license granted herein may not be assigned by the LICENSEE to any third party(ies) without written consent of the LICENSOR.

(3) If any term or condition of this AGREEMENT is found by a court of competent jurisdiction or administrative agency to be invalid or unenforceable, the remaining terms and conditions thereof shall remain in full force and effect so long as a valid AGREEMENT is in effect.

(4) This AGREEMENT represents the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any and all prior agreements and understandings, written and/or oral. There are no representations, warranties, promises, covenants or undertakings, except as described herein.

12. NOTICES

(1) Any and all notices or other documents required to be given under this Agreement shall be effective and deemed to have been received by you:

(a) at the time the same is left at the address of or handed to a representative of the Party to be served;

(b) on the day immediately following the date of dispatch, if sent by post;

(c) immediately on dispatch if sent by facsimile transmission, electronic mail or through the internet or any electronic medium selected by us;

(2) Communication addressed to each Party shall be marked for the attention of the LICENSEE, or authorized representative, at the address stated in the Order or the LICENSOR, or authorized representative, at the address stated below:

E1-G, Jalan Selaman 1
Dataran Palma
68000 Ampang
Selangor Darul Ehsan
Malaysia

Updated as at 1 September 2023

Annexure

CLJPrime Specialist Modules and Specialist ToolKits (“CLJPrime”):

Scope

(1) Subject always to the LICENSEE fulfilling all its obligations as set out in this AGREEMENT, and provided always that there is no breach of any of the terms of this AGREEMENT by the LICENSEE , the LICENSEE ofCLPPrime may save and create and/or edit the templates in the specific DATABASE for CLJPrimein the LICENSEE’s folder specifically allocated to the LICENSEE (“FOLDER”) during the TERM or RENEWED TERM (whichever applicable). The LICENSEE’S folder is saved in the LICENSOR’S server. The FOLDER is unique to the LICENSEE and each user of the CLJPrime will be allocated separate folders.

(2) Subject always to the LICENSEE fulfilling all its obligations as set out in this AGREEMENT, and provided always that there is no breach of any of the terms of this AGREEMENT by the LICENSEE,the LICENSEE may only be permitted during the TERM or RENEWED TERM (whichever applicable) to:

(a) create and/or store the documents in the FOLDER;

(b) save the pdf version of the documents edited by the LICENSEE in his/her PC.