Term and Termination for the Software Subscription
1. Subscription Term:
Your Software Subscription commences on the effective date of the Order, unless otherwise specified therein. The Subscription continues for the Initial Subscription Term stated in the Order. It will automatically renew for successive periods of 12 months (each a "Renewal Term") unless a party gives 30 days prior written notice to the other party of its intention not to renew the Subscription.
2. Early Termination Penalty:
Early Termination Penalty: In the event that the Customer terminates this Agreement prior to the completion of the agreed-upon term, the Customer shall be liable to pay the penalty based on the remaining balance of payments due under this Agreement as if the term had been completed. This amount shall be payable within fourteen (14) working days of termination and shall be in addition to any remedies available to the Provider under this Agreement or at Law.
If the remaining contract balance is six (6) months or more, the Customer shall be liable to pay a penalty equivalent to two (2) months of subscription fees. If the remaining contract balance is less than six (6) months, the Customer shall be liable to pay a penalty equivalent to one (1) month of subscription fees.
3. Termination by Either Party:
Either party may terminate the Software Subscription or this Agreement without liability to the other party at any time with immediate effect upon written notice if the other party:
a. Is in material breach of any obligations under this Agreement and fails to remedy such breach within thirty (30) days of notice.
b. Takes actions such as filing for bankruptcy, having a receiver appointed, or ceases to carry on business.
4. Effect on Other Orders:
Termination of any Order shall have no effect on any other Order under this Agreement.
5. Cease of Use:
Upon termination of Your Software Subscription or this Agreement for any reason, You shall cease use of the Software and copies thereof, and at Your choice, either:
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Delete the Software from all Your equipment and storage media, certifying in writing that you have done so.
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Return the Software items to us.
6. Customer Data and Data Protection for the Software
6.1 Ownership and Responsibility:
a. You retain all ownership rights in and to Customer Data and are solely responsible for:
i. Ensuring the legality, appropriateness and integrity of Customer Data.
ii. Maintaining the completeness, reliability, accuracy and quality of Customer Data.
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Obtaining and maintaining all necessary licenses and consents required for the use of Customer Data, if applicable.
iv. Entering Customer Data into the Software.
b. You acknowledge that:
i. We are not responsible for any infringement or violation of proprietary rights, other rights, or applicable laws related to Customer Data and communications.
ii. Any Personal Data within Customer Data has been collected and is maintained in compliance with relevant Data Protection Laws in accordance to all Malaysian Laws.
6.2 Data Protection Compliance:
a. Both parties shall adhere to all applicable Data Protection Laws (Personal Data Protection Act 2010) while fulfilling their obligations under this Agreement.
b. In the event that We process Personal Data as part of providing the Software or Support Services, the Data Processing Agreement in as applicable, shall govern such processing
c. We hereby commit that the data collected will not be utilized for any purposes beyond the scope of our agreement, and we shall not integrate it with any third-party system, club, or association without the explicit consent of the data subject
7. Limited Warranties for the Software Subscription
7.1 Performance Warranty:
a. Within the limitations of this Section, We warrant that the Software, the Digital Martial Arts Club Management System, and any Releases shall perform substantially as specified in the Documentation during the Subscription Term, provided they are used in accordance with the terms of this Agreement.
b. Support Services will be delivered with due care, skill, and in accordance with recognized standards of good practice.
8. General Provisions
8.1 Entire Agreement:
This Agreement, including any attached appendices and referenced Orders, constitutes the entire understanding and agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, understandings, or representations.
8.2 Amendment:
This Agreement may only be amended in writing and signed by both parties.
8.3 Waiver:
The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.
8.4 Severability:
If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
8.5 Assignment:
Neither party may assign this Agreement without the prior written consent of the other party, except for assignments to affiliates or in connection with a merger, acquisition, or sale of substantially all of the assigning party’s assets.