Terms of Service — SalesRocket

These Terms of Service ("Terms") govern the access to and use of the SalesRocket platform and the Services by the Customer and its Users. The Services are provided by Generic Exception Sdn Bhd (Registration No. 201301032298 (1062127-K)), a company incorporated under the laws of Malaysia and having its business address at B-12-05, Atria Sofo Suites, Jalan SS 22/23, Damansara Jaya, 47400 Petaling Jaya, Selangor Darul Ehsan, Malaysia (the "Service Provider", which expression shall include its successors-in-title and permitted assigns).

Acceptance. By clicking "Sign In", "I Agree", "Accept" or any similar button or checkbox, or by signing in to, accessing or using the Services or the SalesRocket App, the Customer agrees to be bound by these Terms, which shall form a legally binding agreement between the Customer and the Service Provider with effect from the time of such acceptance. If the Customer does not agree to these Terms, the Customer and its Users must not sign in to, access or use the Services.

Authority. The individual who accepts these Terms on behalf of the Customer represents and warrants that he or she is duly authorised to accept these Terms on behalf of, and to bind, the Customer. Each User who signs in to the Services agrees to use the Services in accordance with these Terms, and the Customer shall be responsible for each User's compliance with these Terms.

Business Use Only. The Services are offered solely to businesses and organisations for business purposes, and are not offered to consumers. By accepting these Terms, the Customer confirms that it acquires the Services for the purposes of a business.

Quotation. These Terms apply to every Quotation accepted by the Customer. In the event of any conflict or inconsistency between these Terms and a Quotation, the Quotation shall prevail only in respect of the Fees, the manner of payment, the Subscription Term, the number of User Accounts and the specific scope of the Services, and these Terms shall prevail in all other respects.

Amendments. The Service Provider may amend these Terms from time to time in accordance with Clause 18.8. The version of these Terms in force from time to time is available on https://salesrocketapp.com.

Existing Customers. Where the Customer has entered into a written service agreement with the Service Provider for the Services before the date of these Terms (an "Existing Agreement"), the Customer's acceptance of these Terms in accordance with paragraph A shall constitute the agreement in writing of both Parties, signed electronically, to vary and replace the Existing Agreement with these Terms with effect from the date of such acceptance. The Fees, the manner of payment, the Subscription Term (including the expiry date) and the scope of the Services agreed under the Existing Agreement shall continue to apply as if set out in a Quotation, and any rights and liabilities accrued under the Existing Agreement before that date shall not be affected.

The Service Provider and the Customer shall hereinafter be collectively referred to as the "Parties" and individually referred to as a "Party" as the context may require.

1. Definitions and interpretation

1.1 Definitions

The following words shall bear the meanings as follows:

"Administrator": Means a class of the Users which is authorised by the Customer to administrate and monitor the Services, which includes the use and operation of the SalesRocket App.
"API": Means Applications Programming Interface conducted by the Service Provider.
"Applicable Laws": Means all laws, statutes, subsidiary legislation and legally binding regulations, orders, codes and guidelines of Malaysia in force from time to time which apply to a Party or to the Services.
"Business Day": A day (other than a Saturday, Sunday, gazetted national public holiday in Malaysia or a non-business day as published on the Service Provider's Website).
"Commencement Date": Means the date of commencement of the Subscription Term as stated in the Quotation or, if no such date is stated, the date on which the Customer first signs in to the Services after accepting the Quotation.
"Confidential Information": Has the meaning given to it in Clause 15.1.
"Customer": Means the company, business or organisation which has registered for, subscribed to or been issued a Quotation for the Services, as identified in the registration details of the User Account and/or the Quotation, which expression shall include its successors-in-title and permitted assigns.
"Defects": Means a defect, error or bug in the Service having a material adverse effect on the functionality or performance of the same, excluding any defect, error or bug caused by or arising as a result of:

(a)any misuse by the Customer or the Users of the Services;

(b)a failure by the Customer or the Users to observe any of the obligations, terms and conditions of these Terms;

(c)an incompatibility between the Services and the Device;

(d)the Device not meeting the Minimum Specifications;

(e)limitations inherent in the Device's capability or compatibility;

(f)failure of the Users to download or update the latest version of the SalesRocket App; or

(g)use of third-party applications that interferes with or consumes resources of the Device in a manner that interferes with the smooth operation of the Services.
"Device": Any electronic device (including desktop computers, laptop computers, smart phones, smart watches, tablets, and any other mobile devices), on which the Services are accessed, downloaded and/or used.
"Expiry Date": Means the date of expiry of the Subscription Term as stated in the Quotation, as may be extended upon any renewal.
"Fees": Means the fees payable to the Service Provider for the Services, the amount and the manner of payment of which are more particularly stated in the Quotation issued to the Customer.
"Intellectual Property Rights": Means all rights in, to and under patents, Trademarks, registered designs, designs, copyrights and all other rights in connection with any intellectual or industrial properties including without limitation know-how, inventions, and Confidential Information.
"Leads": Means the Customer's existing or potential clients, leads or prospects who have established contact or communication with the Customer or the Users about the Customer's products or services directly, or indirectly through one or more of the Personal Data Sources.
"Minimum Specifications": Means such minimum specifications of a Device as are more particularly stated in the Website, handbook or guideline provided by the Service Provider to the Customer from time to time for the SalesRocket App to run optimally. The Parties hereby acknowledge that the Minimum Specifications shall be subject to change from time to time as may be informed by the Service Provider to the Customer.
"PDPA": Means the Personal Data Protection Act 2010, as amended from time to time (including by the Personal Data Protection (Amendment) Act 2024), together with all subsidiary legislation, standards and legally binding codes of practice and guidelines issued thereunder.
"Personal Data": Shall have the meaning prescribed to it in the PDPA.
"Personal Data Breach": Shall have the meaning prescribed to it in the PDPA.
"Personal Data Legislation": Shall mean the PDPA and all other Applicable Laws relating to the protection of Personal Data.
"Personal Data Sources": Means the sources from which Personal Data is collected by the Customer or the Users and subsequently shared with the Service Provider to process, which may change from time to time, and includes:

(i)websites, databases or contact lists owned or controlled by the Customer or the Users;

(ii)responses received online shared with the Service Provider via an API or via an email parser;

(iii)responses from advertisements placed online, including on social media platforms;

(iv)Users' Devices from which Personal Data was uploaded to, stored in or granted access to the SalesRocket App by the User; and

(v)details of the Customer's own Users provided by the Customer or the Users through the use of the Services.
"Privacy Notice": Means the Service Provider's personal data protection notice published on the Website, as amended from time to time.
"SalesRocket": Means the trade name and brand under which the Service Provider provides the Services.
"SalesRocket App": Means part of the Services which includes:

(a)any mobile-device based application released by the Service Provider under the SalesRocket brand;

(b)any browser-based application released by the Service Provider under the SalesRocket brand; and

(c)any related software and/or hardware or in any form arising thereof.
"Services": Means the lead management services and all elements and features constituting the services the Customer has subscribed for, including access by the Users to the SalesRocket App, which are more particularly set out in Clause 3 hereof, subject always to any specific services or variations set out in the agreed Quotation.
"Subscription Term": Means the subscription period stated in the Quotation, commencing on the Commencement Date and expiring on the Expiry Date, including any renewal thereof.
"Trademark": Means the relevant Party's names, marks, trade names, trademarks, service marks and logos.
"Users": Means all the users authorised by the Customer to use and access the Services through the SalesRocket App, including the Administrators.
"User Account": Means a SalesRocket account registered for the Customer or the Users, the quantum, details and features of which are set out more specifically in the Quotation.
"User-Generated Content": Means any data, text, images, files, messages, recordings and other content submitted, uploaded, stored or transmitted by the Customer or the Users in the course of using the Services, including Personal Data.
"Quotation": Means the quotations, order forms, bills or invoices issued by the Service Provider to the Customer in respect of the Services, which may include the amount of Fees, manner of payment, Subscription Term, terms of the Services and other terms and conditions, and which have been accepted by the Customer (whether in writing, electronically or by payment of the Fees).
"Website": Means the Service Provider's website known as codetinker.com, salesrocketapp.com and any other website notified by the Service Provider for the Services.

1.2 Interpretation

(a)Words importing the masculine gender shall include the feminine and neuter genders and vice versa and words importing the singular shall include the plural and vice versa.
(b)Reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended, extended or re-enacted and shall include all bylaws, instruments, orders and regulations made thereunder.
(c)Words and phrases the definitions of which are contained or referred to in any Act shall be construed as having the meaning thereby attributed to them.
(d)References to Clauses and other provisions are references to Clauses and other provisions of these Terms and any reference to a subclause is, unless otherwise stated, a reference to a subclause of the provision in which the reference appears.
(e)The headings in these Terms are inserted for convenience and ease of reference only and shall not affect the interpretation hereof.
(f)References to "these Terms" or "this Agreement" mean these Terms of Service, together with each Quotation accepted by the Customer.

2. Subscription

The Customer hereby agrees to subscribe to the Services as set out in Clause 3 below for the Fees as set out in Clause 4 below for the Subscription Term, from the Commencement Date until the Expiry Date, upon the terms and conditions hereinafter set out. The Parties may renew the subscription upon expiry of the Subscription Term subject to such terms and conditions as are mutually agreed by the Parties, including by the Customer's acceptance of a renewal Quotation.

3. The Services

3.1

In consideration of the payment of the Fees by the Customer as set out in Clause 4 below, the Service Provider shall provide the Services in accordance with these Terms, which Services include the access to and usage of the Services by the Administrators and the Users as authorised by the Customer.

3.2

The details of the Services may be set out in the Quotation issued by the Service Provider to the Customer.

4. Fees

4.1

In consideration of the Service Provider agreeing to provide the Services, the Customer shall pay to the Service Provider the Fees stated in the Quotation agreed by the Parties, in the manner of payment stated in the Quotation.

4.2

The Service Provider shall be entitled to charge additional fees for additional services to be provided to the Customer, subject to the condition that such additional fees and additional services shall first be mutually agreed by the Parties. Upon agreement, the Service Provider shall issue a separate Quotation to the Customer for such additional services.

4.3

All amounts and Fees stated or referred to in these Terms shall be payable in Ringgit Malaysia and are exclusive of sales and service tax and any related tax which may be imposed on the Fees, which shall be borne by the Customer.

4.4

All Fees paid by the Customer are non-refundable, including upon the expiry or termination of these Terms (including termination under Clause 5.1 or Clause 18.8(b)) and upon any suspension of the Services under Clause 5.3 or Clause 8.2, save that: (a) where the Customer terminates these Terms under Clause 5.2 by reason of the Service Provider's breach, the Service Provider shall refund to the Customer the Fees paid in respect of the unexpired portion of the Subscription Term, calculated on a pro-rata basis from the effective date of termination; and (b) a refund shall be made to the extent required by Applicable Laws.

5. Termination

5.1

Neither Party shall be entitled to terminate these Terms before the Expiry Date save and except by serving on the other Party a termination notice three (3) months in advance.

5.2

Either Party shall be entitled to terminate these Terms in the event the other Party is in breach of any of the material terms stated herein and that Party fails to rectify the breach within fourteen (14) days upon being notified in writing by the other Party.

5.3

The Service Provider shall at all times reserve the right to suspend and/or terminate the Services and/or the SalesRocket App in the event the Customer is found to be in breach of any terms and conditions of these Terms, and all Fees paid by the Customer to the Service Provider shall be non-refundable.

5.4

Upon termination or expiry of these Terms, the Customer's and the Users' right to access and use the Services and the SalesRocket App shall cease, and all legal possession, rights, title and interest in all parts of the Services and the SalesRocket App, including all hardware and software in relation thereto and arising therefrom, shall be handed back to the Service Provider. The Customer shall be responsible for exporting or retrieving any data it requires from the Services before the effective date of termination or expiry. The Service Provider shall have the right to delete all the data processed and contained in the Services and the SalesRocket App at the Service Provider's absolute discretion and without giving any notice to the Customer, save to the extent that retention is required by Applicable Laws.

6. User Account

6.1

In order to use the Services, the Customer is required to register a User Account on the SalesRocket App. The User Account will facilitate the Customer's use of the Services and will allow the Customer to provide and receive current and accurate contact and other related information.

6.2

When the Customer registers the User Account, the Customer agrees to provide only accurate and complete registration information, and the Customer shall keep that information up-to-date if it changes. Upon registration, the Customer will obtain unique log-in credentials and a password (a "User ID"). Save as authorised by the Customer (including in respect of the Users and/or the Administrators), no other person or entity is authorised to access the SalesRocket App using the User ID, and the Customer is responsible for preventing such unauthorised use.

6.3

If any person accesses the SalesRocket App using a User ID which is not authorised by the Customer, the Service Provider will rely on that User ID and will assume that the access has been made by the Customer, and the Customer is solely responsible for any and all access to the Services and/or the SalesRocket App. The Customer shall ensure that all Users are of legal age and capacity to use the Services and/or the SalesRocket App.

6.4

The Customer is responsible for maintaining the confidentiality of the User ID and password, and is responsible for all activities that occur under the User Account. The Customer hereby agrees to immediately notify the Service Provider of any unauthorised use of the Customer's password, User Account or User ID, or any other breach of security related to the Services and/or the SalesRocket App. The Service Provider shall not be liable for any loss or damage arising from the Customer's failure to manage the Customer's User ID and User Account.

7. Operation of the Services/SalesRocket App

7.1

The Customer hereby agrees and acknowledges that the Device used to access the Services through the SalesRocket App must meet the Minimum Specifications and the Service Provider does not warrant that the SalesRocket App will be compatible with the Device. The Customer further agrees and acknowledges that the Minimum Specifications may change from time to time at the Service Provider's sole discretion.

7.2

In order to access and use the Services through the SalesRocket App, the Service Provider hereby grants the Customer a non-exclusive, non-transferable, revocable licence, for the Subscription Term, to access, download and use a copy of the SalesRocket App. The foregoing licence is not a sale of the SalesRocket App or any copy thereof, and the Service Provider or its third-party licensors or vendors retain all right, title, and interest in and to the SalesRocket App and any copy of the same. All the rights, title and interest in the SalesRocket App shall at all times belong to the Service Provider.

7.3

The Customer shall ensure a stable connection to the internet and the availability of mobile data or Wi-Fi to enable the Services and/or the SalesRocket App to be fully functional. The Service Provider is not responsible for any reduced or non-accessibility to the Services resulting from poor internet connection or lack of mobile data on the Device.

7.4

The Service Provider may from time to time release new versions of the SalesRocket App, and may automatically update the version of the SalesRocket App that is being used on the Device. The Customer consents to such automatic updating of the SalesRocket App on the Device, and agrees that the Service Provider will not be liable for any loss of data or Leads, delays or downtime due to such updates. During such updates, the Services may be suspended until the latest version of the SalesRocket App is downloaded or updated and any new terms are accepted.

7.5

The Service Provider may from time to time update the Customer on any guidelines on the use and operation of the Services and/or the SalesRocket App, and such guidelines may be posted on the Website.

8. Customer's covenants and undertakings

8.1

The Customer hereby covenants and undertakes with the Service Provider, and shall cause and procure all the Users to take reasonable steps, not to use the Services and/or the SalesRocket App:

(a)to commit or encourage a criminal offence or the breach of any laws in any jurisdiction;
(b)to engage in activities or to submit User-Generated Content that solicits personal information for unlawful or unauthorised purposes;
(c)to transmit or distribute a virus, trojan, worm, logic bomb, keystroke logger, spyware, or any other material which is malicious, technologically harmful, in breach of confidence, in breach of personal data protection laws in any jurisdiction, or in any way offensive or obscene;
(d)in any manner that could damage, disable, overburden or impair any servers or networks, or interfere with any other party's access to and use of the Services;
(e)to attempt to gain unauthorised access to the Services, other Users' accounts, computer systems or networks, or information not intentionally made available on or through the Services, through hacking, password mining or any other means;
(f)to interfere with the proper operational integrity of the Services or any other activities conducted on the Services;
(g)to remove, circumvent, disable, damage or otherwise interfere with security-related features of the Services;
(h)to license, sub-license, sell, re-sell, transfer, assign, distribute or otherwise commercially exploit or make available to any unauthorised third party the Services in any way;
(i)to link to, mirror, or frame any portion of the Services;
(j)to cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services;
(k)to decompile, reverse engineer, or disassemble the Services;
(l)to corrupt, mine or steal any data from the Services or third-party services that support the Services;
(m)to harass, intimidate or cause annoyance;
(n)to infringe the proprietary rights of any other person;
(o)to send any unsolicited advertising or promotional material, i.e. spam;
(p)to send and/or transmit any information or material, including User-Generated Content, which, in the Service Provider's opinion, is morally objectionable, false, menacing, or patently offensive in character, with intent to annoy, abuse, threaten or harass any person;
(q)in contravention of any third-party website terms;
(r)to modify, disassemble, decompile or reverse engineer the SalesRocket App;
(s)to rent, lease, loan, resell, sublicense, distribute or otherwise transfer the SalesRocket App to any third party or use the SalesRocket App to provide time sharing or similar services for any third party;
(t)to remove, circumvent, disable, damage or otherwise interfere with security-related features of the SalesRocket App, or features that prevent or restrict use or copying of any content accessible through the SalesRocket App; or
(u)to delete the copyright and other proprietary rights notices on the SalesRocket App.

8.2

If the Customer and/or the Users are in breach of any terms stated in these Terms, in particular under Clause 8.1 above, the Service Provider shall at all times reserve the right to suspend and/or terminate the Services and/or the SalesRocket App, and all Fees paid by the Customer to the Service Provider shall be non-refundable.

8.3

The Service Provider shall not be liable to the Customer or to the Users for any loss or damage the Customer or the Users have suffered as a result of the breach of any terms and conditions of these Terms, in particular under Clause 8, and the Customer shall indemnify the Service Provider against any loss or damage the Service Provider has suffered which is caused directly or indirectly by the Customer's breach or the Users' breach of any terms and conditions of these Terms.

9. Third party features

9.1

The Customer acknowledges that the Services interoperate with and utilise a range of third-party service features and such other features subject to availability. Any third-party code or feature that is available in the Services may be covered by an open source or third-party end user licence agreement authorising the use of such code or feature, which the Customer agrees to observe and shall procure that the Users observe.

9.2

If a third-party feature provider ceases to provide that feature, the Service Provider may opt for another third party to provide similar features. However, if the Service Provider, after taking reasonable measures to do so, is unable to find an alternative third-party provider, or if it is not commercially or technically feasible to engage an alternative third-party provider, the Service Provider reserves the right to no longer make available the affected feature without any liability to the Service Provider, but will use its best endeavours (without being obliged) to make such features available in the future.

9.3

The Service Provider shall not be liable for any interruption, suspension, unavailability, change, error or loss of data caused by any third-party feature provider, or by any change to the terms, pricing or policies of such third-party feature provider.

10. User-Generated Content submission

10.1

The Customer acknowledges that the Service Provider reserves the right to access, review, monitor, censor or delete User-Generated Content submitted, stored or uploaded in the course of using the Services, at any time, for the purposes of providing and maintaining the Services, enforcing these Terms or complying with Applicable Laws. Nevertheless, the Service Provider is not responsible for any User-Generated Content posted by the Customer or the Users or for the consequences of submitting and publishing any User-Generated Content on the Services.

10.2

The Customer represents that the Customer and the Users have the necessary licences, rights, consents and permissions to publish the User-Generated Content.

10.3

The Customer hereby grants the Service Provider a licence to use all relevant intellectual property (if any) in and to such User-Generated Content submitted through the Services for the purposes of providing the Services, which licence shall, save as provided in Clause 10.7, end upon the termination or expiry of these Terms.

10.4

The Customer shall not, and shall procure the Users not to, submit User-Generated Content that is defamatory, libellous, hateful, violent, obscene, pornographic, unlawful, dangerous, threatening, misleading, contains nudity or sexual content, or User-Generated Content that may be construed as constituting harassment or cyber bullying or that could endanger a person, or User-Generated Content that the Service Provider, in the Service Provider's sole and absolute discretion, deems not suitable for publishing on the Services.

10.5

The Customer shall not, and shall procure the Users not to, submit User-Generated Content that contains third-party copyrighted material, or material that is subject to other third-party proprietary rights, unless written permission from the rightful owner of the material has been granted to do so.

10.6

The Service Provider may remove or delete any User-Generated Content, at the Service Provider's sole discretion, without notice to the Customer or to the Users. The Service Provider shall not be liable to the Customer or the Users for any losses or damage suffered arising directly or indirectly from any deletion or removal of submitted User-Generated Content.

10.7

By submitting User-Generated Content, the Customer grants, and shall procure the Users to grant, to the Service Provider a worldwide, non-exclusive, royalty-free, sub-licensable and transferable licence to use, reproduce, distribute, prepare derivative works of, display, and perform the User-Generated Content in connection with the Services and the Service Provider's and its affiliates' business, including for promoting and marketing part or all of the Services in any media formats and through any media channels, provided that this Clause 10.7 shall not apply to any Personal Data or Confidential Information contained in the User-Generated Content, which shall be processed only in accordance with Clauses 13 and 15.

11. The Service Provider's liability

11.1

The Parties hereby acknowledge that the Service Provider will not be liable to the Customer for any indirect, special, punitive, incidental, remote, speculative or consequential damages, or any damages for lost profits, business interruption, loss of goodwill or business reputation, or loss of value of a party's stock or capital arising from the use of the Services and/or the SalesRocket App by the Customer.

11.2

The total aggregate liability of the Service Provider arising out of or in connection with these Terms and the Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total Fees actually paid by the Customer to the Service Provider in the twelve (12) months immediately preceding the event giving rise to the claim. Any refund made under Clause 4.4(a) shall count towards the limit in this Clause 11.2.

11.3

Save as expressly provided in these Terms, the Services and the SalesRocket App are provided on an "as is" and "as available" basis, and the Service Provider does not warrant that the Services will be uninterrupted or error-free. The Service Provider shall use reasonable efforts to rectify any Defects reported by the Customer within a reasonable time.

11.4

Nothing in these Terms shall exclude or limit any liability which cannot be excluded or limited under Applicable Laws.

12. Indemnification

12.1

The Customer shall indemnify and keep the Service Provider indemnified against third-party claims, losses, liabilities, fines, penalties, damages and/or costs (including, but not limited to, legal fees) arising from the Customer's or the Users' use of the Services (whether authorised or unauthorised), the Customer's dealings with Users and Leads, the Customer's or the Users' breach of Applicable Laws, the Customer's or the Users' breach of third-party rights, or the breach of these Terms by the Customer or the Users.

12.2

The Service Provider shall indemnify and keep the Customer indemnified against third-party claims, losses, liabilities, fines, penalties, damages and/or costs (including, but not limited to, legal fees) arising from the Service Provider's breach of Applicable Laws, the Service Provider's breach of third-party rights, or the Service Provider's breach of these Terms, subject always to Clause 11.

13. Data protection

13.1

In providing the Services, the Customer hereby acknowledges that the Service Provider is acting in the capacity of a data processor (as defined in the PDPA) in respect of the Personal Data belonging to the Customer, the Users, Leads or any other third party that the Service Provider will receive from the various Personal Data Sources, and the Service Provider will process such Personal Data on the Customer's behalf. The Customer's acceptance of these Terms and its use and configuration of the Services constitute the Customer's instructions to the Service Provider for such processing.

13.2

In the context of these Terms, "Personal Data" expressly includes, but is not limited to, the full name, identity card number, passport number, phone number, and e-mail address of the Users and/or Leads, and may even include sensitive personal data (as defined in the PDPA).

13.3

The Parties hereby acknowledge that the Service Provider is merely providing the Services and the Customer is the data controller (as defined in the PDPA) of all Personal Data contained in the Services and/or the SalesRocket App, and the Customer undertakes that:

(a)the Customer will make available to the Users and the Customer's Leads a PDPA-compliant personal data notice or any equivalent at the earliest possible opportunity prior to collecting Personal Data from the said data subjects;
(b)the Customer will procure the necessary consents from the Users and the Leads to the Customer using the Personal Data as a data controller in the manner set out in the Customer's own privacy notice at the earliest possible opportunity, prior to transferring the Personal Data to the Service Provider to process. Procurement of consent includes the Customer providing the data subjects a weblink to the Customer's privacy notice and confirming that the data subjects have read and consented to the same, or where applicable, ensuring that the Users have sought verbal or written consent from data subjects when obtaining their Personal Data through other offline means, and, where sensitive personal data is processed, procuring the explicit consent of the data subjects as required by the PDPA; and
(c)to the extent that the Customer and the Users will provide or have provided to the Service Provider the Personal Data of any Users, Leads or other third parties, the Customer's privacy notice shall inform the data subjects that the Personal Data will be provided to and processed by third-party processors such as the Service Provider, and the Customer has taken all necessary steps to obtain their consent to the processing of Personal Data by the Service Provider in accordance with these Terms.

13.4

The Service Provider may from time to time inform the Customer of the specific types of permissions (especially where required by law) and Personal Data that the Service Provider requires in order to provide the Services to the Customer, and the Customer shall take all necessary steps to inform and procure the consents from the Users and the Leads (where applicable). The Service Provider will not be liable for the Customer's failure to provide the Service Provider with the requested Personal Data or to procure the consents from the relevant data subjects.

13.5

In order to provide access to the Services, whether through the Website, the mobile application version or any other means, the Service Provider may from time to time request from the Users and/or from the owners of the Personal Data such Personal Data as is necessary to enable the Service Provider to provide the Services to the Customer. Upon receipt of such Personal Data by the Service Provider, it shall be deemed that the Customer has obtained all the necessary consents from the Users or the owners of the Personal Data, and the Customer shall be liable directly to the Users or the owners of the Personal Data in respect of such consents.

13.6

By submitting Personal Data through the SalesRocket App, it shall be deemed that the Service Provider, including its employees and authorised parties, is authorised and has been granted consent to load, collect, receive, maintain, process, or transmit the Personal Data on behalf of the Customer to provide the Services to the Customer.

13.7

The Parties shall comply with the provisions of the PDPA applicable to them and shall take practical steps to protect the Personal Data from any loss, misuse, modification, unauthorised or accidental access or disclosure, alteration or destruction.

13.8

The Customer acknowledges and agrees that the Personal Data may be transferred to and stored on servers located outside Malaysia, provided that such transfer is permitted under section 129 of the PDPA, including where (a) the place to which the Personal Data is transferred has in force a law which is substantially similar to the PDPA or which serves the same purposes as the PDPA, or ensures an adequate level of protection in relation to the processing of Personal Data which is at least equivalent to the level of protection afforded by the PDPA; or (b) the transfer falls within any other circumstance in which such transfer is permitted under section 129 of the PDPA. Personal Data may also be disclosed or transferred (i) if and when required by law, or (ii) upon notice to the Users or Leads in the event of a merger with or acquisition of the Service Provider, or a transfer within the Service Provider's group of companies. The Customer, as data controller, shall be responsible for ensuring that such transfers are permitted under section 129 of the PDPA, including by notifying and, where required, obtaining the consent of the data subjects. The Service Provider shall take reasonable precautions to ensure that Personal Data so transferred is not processed in a manner which, if processed in Malaysia, would contravene the PDPA.

13.9

The Customer agrees to indemnify and keep the Service Provider indemnified against third-party claims, losses, liabilities, fines, penalties, damages and/or costs (including, but not limited to, legal fees) arising from the use of the Personal Data by the Service Provider in the manner stated in these Terms.

13.10

The Parties hereby acknowledge and agree that the Service Provider may collect technical and usage information relating to the use of the Services, such as the Uniform Resource Locator ("URL") of the software application or website visited before engaging the SalesRocket App and/or the Services and after leaving, the type of browser used and the Internet Protocol ("IP") address ("Usage Data"). To the extent that any Usage Data constitutes Personal Data, the Service Provider shall process it in accordance with its Privacy Notice.

13.11

The Parties hereby acknowledge that the Service Provider may automatically collect Usage Data through the use of electronic tools such as cookies, web beacons, pixel tags and other related tools, and may use Usage Data and other data generated from the use of the Services, in each case only in aggregated or anonymised form which does not identify any individual or the Customer, for the purposes of:

(a)improving the Services;
(b)machine learning and developing artificial intelligence;
(c)big data analysis;
(d)compiling and publishing non-personally identifiable data and statistics for commercial use; and
(e)complying with any law and legislation.

13.12

The Service Provider shall notify the Customer without undue delay upon becoming aware of a Personal Data Breach affecting Personal Data processed by the Service Provider on behalf of the Customer, and shall provide such information and assistance as the Customer may reasonably require to enable the Customer to comply with its notification obligations under the PDPA.

13.13

The Service Provider may from time to time update the Customer on any information and guidelines in relation to the Personal Data and Usage Data, and such information and guidelines may be posted on the Website from time to time.

14. Taxes

All sums referred to in these Terms and/or under the Quotation, in particular the payments from the Customer to the Service Provider as stated in Clause 4 above, shall exclude any Sales and Service Tax (hereinafter called the "SST") and/or any government tax, service tax and/or any other similar tax which may be imposed by the relevant authority from time to time (hereinafter called the "Tax"). In the event the aforesaid sums are subject to any Tax, the Customer agrees to pay such Tax.

15. Confidentiality

15.1

Each Party agrees that:

(i)any information designated by the other Party as "confidential"; and
(ii)any other information that the recipient of such information should reasonably expect to be confidential under the circumstances,

shall be collectively deemed as "Confidential Information".

15.2

The Parties hereby agree that Confidential Information does not include information that:

(i)was, or becomes, publicly known through no action of the receiving Party;
(ii)is already in the legitimate possession of the receiving Party prior to its disclosure;
(iii)is obtained by the receiving Party without a breach of any third party's obligations or violation of laws and regulations; or
(iv)is independently developed by the receiving Party.

15.3

Each Party shall take reasonable precautions to protect all Confidential Information, and will only disclose Confidential Information to its employees on a need-to-know basis. Each Party hereby undertakes with the other not to disclose or share the Confidential Information with any other third party without the other Party's consent, save and except where such disclosure is for the Party to carry out its obligations under these Terms or where the Party does so for compliance with laws and regulations.

16. Intellectual property

16.1

The Customer hereby agrees and acknowledges that all the Intellectual Property Rights, including Trademarks, copyright, the use of intellectual know-how and procedures, materials, data, software, technologies, tools and business methods contained in the Services and/or the SalesRocket App which are provided and supplied by the Service Provider to the Customer in relation to and arising from the Services ("IP Rights"), shall solely belong to the Service Provider. Subject to the Customer paying all fees and expenses which are due, the Customer will have the right to use those IP Rights for any purposes related to the Services. The Customer hereby undertakes and agrees with the Service Provider that the Customer shall not disclose or share the IP Rights with any other third party without the Service Provider's written consent.

17. No partnership

17.1

It is hereby declared by the Customer and the Service Provider that these Terms shall not create any form of partnership whatsoever between them, that nothing in these Terms shall be construed to make either Party the partner of the other Party, and neither Party shall hold itself out or represent itself to be a partner of the other Party.

17.2

Nothing herein shall constitute or be construed to be or to create a partnership or joint venture business between the Customer and the Service Provider. The Service Provider shall not be liable for the payment of debts, obligations or other liabilities incurred by or on behalf of the Customer.

18. Miscellaneous

18.1 Notice

Any notice to be given under these Terms shall be in writing and shall be deemed to be sufficiently served:

(a)if it is sent by prepaid registered post addressed to the other Party at, in the case of the Service Provider, the address stated in these Terms and, in the case of the Customer, the address stated in the User Account or the Quotation, and in such a case it shall be deemed (whether it is actually delivered or not) to have been received seven (7) days after the date of such posting;
(b)if it is dispatched by hand to the other Party, at the time of delivery;
(c)if it is sent by e-mail, in the case of the Service Provider to support@codetinker.com and in the case of the Customer to the e-mail address registered in the User Account or stated in the Quotation, on the Business Day following the date of transmission, provided that no notification of delivery failure is received by the sender; or
(d)in the case of notices given by the Service Provider to Customers generally (including notices under Clause 18.8), if it is displayed on the SalesRocket App or published on the Website, on the date of such display or publication.

18.2 Costs

Each Party shall bear its own costs in relation to these Terms. The stamp duty (if any) payable on these Terms and/or any Quotation shall be borne by the Service Provider.

18.3 Time

Time wherever mentioned in these Terms in relation to the payment of the Fees and any other sums payable by the Customer shall be of the essence.

18.4 Whole Agreement

(a)These Terms, together with each Quotation accepted by the Customer and the Privacy Notice, constitute the whole agreement between the Parties relating to the subject matter herein, and supersede all prior agreements and arrangements between the Parties, and there are no promises, terms, conditions or obligations, oral or written, expressed or implied, other than those contained in these Terms.
(b)Any terms and conditions contained in any purchase order or other document issued by the Customer shall not apply to the Services unless expressly agreed in writing by the Service Provider.

18.5 Governing Law

These Terms shall be governed by and construed in accordance with the laws of Malaysia and the Parties shall submit to the jurisdiction of the courts of Malaysia.

18.6 Knowledge or Acquiescence

Knowledge or acquiescence by the Parties of or in any breach of any of the conditions or covenants herein contained, or any indulgence given by the Parties, shall not operate as or be deemed to be a waiver of such conditions or covenants or any of them, and notwithstanding such knowledge or acquiescence or indulgence the Parties shall be entitled to exercise their rights under these Terms and to require strict performance by the other Party of the terms and conditions herein.

18.7 Severability

If any provision of these Terms is or becomes or is deemed invalid, illegal or unenforceable in any jurisdiction, such provision shall be amended to conform to the applicable laws so as to be valid and enforceable or, if it cannot be so amended without materially altering the intention of the Parties, it shall be severed from these Terms, but the remaining provisions of these Terms shall remain in full force and effect.

18.8 Variation

(a)The Service Provider may amend these Terms from time to time by publishing the amended Terms on the Website and/or the SalesRocket App. The Service Provider shall give the Customer not less than fourteen (14) days' prior notice of any amendment which materially and adversely affects the Customer's rights, in accordance with Clause 18.1.
(b)The amended Terms shall take effect on the date stated therein. The Customer's or any User's continued signing in to, access to or use of the Services after that date, or the Customer's acceptance of the amended Terms through the SalesRocket App, shall constitute the Customer's acceptance of the amended Terms. If the Customer does not agree to the amended Terms, the Customer may terminate these Terms by written notice to the Service Provider before the effective date of the amendment, and such termination shall take effect on that effective date.
(c)Notwithstanding paragraphs (a) and (b), any change to the Fees, the Subscription Term or the scope of the Services stated in an accepted Quotation shall not take effect during the current Subscription Term unless agreed by the Customer.
(d)Save as provided in this Clause 18.8, no variation, modification, change or amendment to these Terms or any Quotation shall be binding unless agreed in writing (including electronically) by both Parties.

18.9 Force Majeure

(a)Neither Party shall be liable for failure to comply with its obligations hereunder (other than the payment obligations of the Customer) if such failure is caused by fire, flood, industrial dispute, infectious disease, epidemic or pandemic, riots, civil commotion, act of government or God, cyber-attack, failure of public telecommunications or internet networks, failure of third-party hosting or service providers, or other circumstances beyond the reasonable control of that Party.
(b)Both Parties shall use all reasonable efforts to avoid or overcome the causes affecting performance, and the Party whose performance is affected by such force majeure shall fulfil all outstanding obligations as soon as possible.

18.10 Parties Bound

These Terms shall be binding on the Parties including their successors-in-title, permitted assigns, legal representatives and estates respectively.

18.11 Assignment

The Customer shall not assign or transfer any of its rights or obligations under these Terms without the prior written consent of the Service Provider. The Service Provider may assign or transfer its rights and obligations under these Terms to any company within its group of companies or to any successor to its business in connection with a merger, acquisition or reorganisation, upon notice to the Customer.

18.12 Survival

Clauses 5.4, 8.3, 10.7, 11, 12, 13.9, 15, 16 and 18 shall survive the termination or expiry of these Terms.

18.13 Electronic Contract

The Parties agree that these Terms, any Quotation and any notice or acceptance given under them may be formed, accepted and communicated by electronic means, and shall not be denied legal effect, validity or enforceability on the ground that they are wholly or partly in electronic form. The Service Provider's electronic records of the Customer's acceptance of these Terms (including the date, time and version accepted) shall, in the absence of manifest error, be conclusive evidence of such acceptance.

— End of Terms of Service —