WHITE LABEL POLICY
Hosplanet Sdn Bhd (“eTiqket, Tiqket”, “We”, “Us” or “Our”) provides online ticketing services through the Website to enable users to make tickets booking on events, create accounts, contact other users, create and participate in all kinds of events (“Services”).
The Company or individuals (or “You”, “Yours”) wishes to obtain from eTiqket a white-label website (the “White Label Website”) in order to provide the Services branded with the Company Trademarks to the Company’s customers, staff or other stakeholders (“White Label Services”).
These Terms and Conditions (“Terms”) set out the provisions which will regulate the relationship between eTiqket and you. By accepting these Terms you agree to be bound by them.
This agreement and any of the updates constitute a legal agreement made between eTiqket and you and govern the use of any service or product offered. If you continue using our website or mobile app, it will be believed that you accept to this agreement.You acknowledge and agree that by using this website, you accept the terms and conditions mentioned in this agreement as well as the additional terms. You are entering into a lawfully binding agreement if you accept these terms and conditions.
eTiqket grants you a non-exclusive, individual, limited, non-transferable, non-assignable license to use our services if you agree to our terms and conditions. This license does not provide you any right to any guarantee, update, version enhancement or continuous availability of any service or product. eTiqket may modify, revise or cease to provide you any service, product or functionality resulting due to lack of compatibility with the network system, website, tools, server, databases or any other commercial activities without any prior notice.
“Account” means a User’s account created after a User registers on the Portal in order to use the White Label Services.
“Account Details” refers to information held by eTiqket about a User, after a User creates an Account.
“Agreement” refers to the agreement between eTiqket and the Company or individuals for the provision of a white label version of the Website and the Services, to which these Terms are incorporated;
“Applicable Law” means all applicable legislation, regulations, any and all directives and/or guidelines of any applicable regulatory or governmental authority, from time to time;
“Business Days” means any day other than: (i) a Saturday or Sunday; (ii) a bank holiday in Malaysia and/or; (iii) any day on which banking institutions are authorized by law and/or regulatory order to be closed in Malaysia;
“Company Account” refers to the account designated to the Company/individual in the Website after the these Terms are accepted by the Company/individual and eTiqket;
“Company Trademarks” any Trademarks owned by the Company/individual and used to brand the Website and the Services in order to provide the White Label Services;
“Confirmation” refers to eTiqket’s confirmation that it agrees to provide the White Label Website and the White Label Services to the Company/individual after the Company/individual have accepted these Terms;
“Effective Date” the date of Confirmation;
“Fees” the fees charged by eTiqket for the use of the White Label Website and the White Label Services by the Company/individual, as communicated by eTiqket to the Company/individual from time to time, which will vary according to the number of Users and the events on which the Users will be attending.
“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trademarks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world; and “Intellectual Property” means any artistic, musical, dramatic or literary work, invention, sign, symbol, logo, sounds, slogan, colour, computer program or other materials on which any person has Intellectual Property Rights.
“eTiqket Services” Services provided under eTiqket Trademarks;
“eTiqket Trademarks” any Trademarks owned by eTiqket which are used to brand the Website and eTiqket Services.
“Terms” refers to the terms and conditions set out in this document;
“Trademarks” any trade marks and service marks (including without limitation any sign, word, phrase, logo, picture, sound or jingle) whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“User” refers to any person who creates an Account in order to use the White Label Services;
“User Data” any User’s personal data collected by or submitted to the Portal;
“Website” means the website www.eTiqket.com, www.tiqket.co, www.talentoire.com or any other website that eTiqket operates which is used for the provision of the Services;
“We”, “us” or “our” means Hosplanet Sdn Bhd;
“White Label Services” means the Services labelled with the Company Trademarks in accordance with these Terms;
“White Label Website” means the white label version of the Website to be rebranded with the Company’s Trademark;
“You”, “Your” or the “Company” means the Company/individual that will provide the White Label Services to the Users in accordance with these Terms.
- THE AGREEMENT
- Pursuant to the Agreement eTiqket shall endeavour to provide the White Label Website to be re-branded with the Company/individual Trademarks. By accepting these Terms, the Company/individual agrees to brand the Services with the Company/individual Trademarks in order to provide White Label Services to the Users.
- The Agreement is formed upon Confirmation by eTiqket that it agrees to enter into this Agreement with the Company/individual. eTiqket may request additional information from the Company/individual in order to issue the Confirmation and may or may not issue the Confirmation at its sole discretion.
- It is expressly understood by the Company/individual that nothing in these Terms shall restrict eTiqket from providing eTiqket Services or from entering into agreements with third parties for the provision of Services under third parties’ own brand.
- EFFECTIVE DATE AND DURATION
- The Agreement shall have effect from the Effective Date and shall continue unless terminated pursuant to these Terms.
- WHITE LABEL SERVICES
- For the purposes of the Agreement, eTiqket shall use reasonable endeavours to provide the Company/individual with a setup of the White Label Services (“Company/individual Setup”) which includes:
- Company/individual website portal (“Portal”) which allows the Company/individual to manage the White Label Services, create its own EVENTS and sign up Users. The Portal is delivered with sample content which may be changed in certain prescribed aspects by the Company/individual, and the complete functionality necessary for providing Users with a sign up facility and access to the White Label Services; and
- Access for the Company/individual and Users to all public features and designs of the White Label Services, branded with the Company/individual Trademarks and available under a webpage on the Website in accordance with these Terms.
iii. Company/individual Account with the ability to manage User accounts and the White Label Services.
- eTiqket will use reasonable endeavours to deliver Company/individual Setup within 30 Business Days from Confirmation. From the delivery of the Company/individual Setup, the Company/individual will have a trial period of 1 (one) weeks or till further notices without charge to create its own events and sign up Users (the “Trial Period”). eTiqket will notify the Company/individual the end of the free trial period by email and fees to will be chargeable upon the Company/individual to continue the white label services.
- eTiqket may, at its sole discretion, add to, modify, or remove any of the features of the White Label Services, the Website or the Portal provided that these are not a core part of, or affect the White Label Services functionality as a whole.
- The Company/individual acknowledges that the White Label Services, like other internet applications, may be subject to attacks from third parties that may harm the Company/individual or Users, such as dissemination of computer viruses, spams, and attempts to gain unauthorised access to eTiqket’s systems (“Attacks”).
- The Company/individual acknowledges that Users shall accept the User’s Terms and Conditions in order to use the White Label Services. Users may at any time separately subscribe for eTiqket Services or for Services labelled under a third party brand.
- SUPPORT TERMS
- eTiqket will endeavour to upgrade the Company/individual Setup to latest versions of the Services software containing new features and fixes at intervals set at eTiqket's sole discretion.
- All requests for technical support should be submitted to eTiqket’s email address [email protected] or through the Company/individual Account with detailed description of the problem. eTiqket shall attempt to process all such requests within 3 (three) Business Day and urgent issues within 24 hours.
- eTiqket is not responsible to provide free support on issues caused to the Portal or the White Label Services or any apps residing on it resulting from integration of third-party tools or unauthorized changes to the functions of the White Label Services or the Portal.
- FEES, INVOICING AND PAYMENTS
- Starting from the end of the Trial Period, eTiqket will invoice the Company/individual the Fees.
- Unless otherwise stated, for the purpose of these Terms all amounts are stated exclusive of Goods and Services Tax (“GST”) or any similar taxes. All such taxes are payable by the relevant party upon receipt of a valid GST invoice and will be applied in accordance with Malaysia legislation in force at the tax point date.
- All Fees are subject to change at eTiqket’s sole discretion. If eTiqket makes any change to the Fees, eTiqket will provide 30 (thirty) days’ notice to the Company/individual prior to such change, by electronic means communicating that the Fees have been changed (“Fees Notice”).
- The Company/individual shall pay the Fees within fifteen (15) business days of the date of invoice from eTiqket. Any late payment of the Fees shall be subject to the provisions below:
- all past-due invoices will be subject to a late fee of 2% per month;
- if an invoice has been past-due for more than 15 calendar days, eTiqket reserves the right at its own discretion to suspend access to any of the Company/individual Account, the Portal and/or the White Label Services.
iii. if an invoice has been past-due for more than 45 calendar days, eTiqket may at its own discretion discontinue the Company/individual Account and offer all Users the opportunity to migrate to the Website and to use the eTiqket Services directly.
- eTiqket may at any time, without notice to the Company/individual, set off any liability of the Company/individual to eTiqket against any liability of eTiqket to the Company/individual, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Agreement. If the liabilities to be set off are expressed in different currencies, eTiqket may convert either liability at a market rate of exchange for the purpose of set-off.
- Any exercise by eTiqket of its rights under this clause shall not limit or affect any other rights or remedies available to it under these Terms or otherwise
- OBLIGATIONS OF THE COMPANY AND INDIVIDUALS
- The Company/individual shall:
- provide eTiqket with all requested information that may be necessary to ensure the successful provision of the White Label Services and information that may be reasonably required by eTiqket from time to time in order to assist eTiqket with exercising its rights and fulfilling its obligations under these Terms;
- not make any commitment, representation, guarantee or warranty to Users or any third party regarding the performance or functional characteristics of the White Label Services inconsistent with or beyond those contained on the Website or other material approved by eTiqket;
- not facilitate or promote illegal products, services or activities by means of the Portal or the White Label Services (including by means of the banter facility) and shall immediately notify eTiqket of any suspicion that any User is facilitating or promoting illegal products, services or activities on the Portal or through the White Label Services.
- not advertise, promote or provide facilities for Gambling on the Portal or through the White Label Services and shall immediately notify eTiqket of any suspicion that any User is advertising, promoting or providing facilities for Gambling on the Portal or through the White Label Services;
- monitor the Users’ activities on the Portal and the Users’ use of the White Label Services and immediately notify eTiqket of any suspicion that any User is infringing the User Terms and Conditions in order to allow eTiqket to take such reasonable steps as eTiqket considers appropriate, such infringements include without limitation:
- using the White Label Services if the User does not satisfy the age requirement of at least 21 years old;
- submitting false, inappropriate or inaccurate Account Details, registering and/or using more than one Account;
iii. engaging in or promoting any illegal and/or fraudulent activity;
- acting in a manner that is detrimental to the conduct of eTiqket’s business or which may result in legal liability for the User, the Company/individual, eTiqket or a third party;
- promoting or sending messages which contain statements that eTiqket considers abusive, defamatory, offensive, racist, harassing, threatening, homophobic, bigoted, or hateful;
- collecting information of other Users without authorisation for whatever purposes, including the purposes of sending unsolicited electronic communications;
vii. expressing or implying that any statements made by the Company/individual or the User are endorsed by eTiqket;
viii. impersonating any person connected to the Website, Portal or any service provided on it or otherwise misrepresents the User’s association with any such person;
- promoting illegal or unauthorized copying of another person's intellectual property;
- providing information to circumvent manufacturer-installed copy-protect devices;
- providing, creating or disseminating computer viruses;
xii. providing instructional information about illegal activities, including but not limited to making or buying illegal weapons or drugs;
xiii. violating a User’s privacy;
xiv. personally identifying information from other Users for commercial or unlawful purposes;
- transmitting “junk mail”, “chain letters” or unsolicited mass mailing or “spamming”;
xvi. promoting information that is false or misleading;
xvii. engaging in commercial activities connected to the Website or the Portal, including but not limited to sales, promotion or marketing of any kind, without the prior written consent of eTiqket.
- OBLIGATIONS OF eTiqket
eTiqket shall, subject to and for as long as the Company/individual complies with the provisions of these Terms, use reasonable endeavours to:
- provide customer support for technical issues related to the White Label Services and have the right but not the obligation to communicate directly with Users with regards to operational matters related to the White Label Services.
- provide Users with no less beneficial a level of service as it offers to any user of eTiqket Services;
- provide reasonable notice to the Company/individual of any identified bugs in the White Label Services and any upgrades and new releases of the same in each case that are likely to have a noticeable impact on the use of the White Label Services and White Label Website;
- provide any such information as may be reasonably required by the Company/individual from time to time in order to assist the Company/individual with exercising its rights and fulfilling its obligations under these Terms;
- INTELLECTUAL PROPERTY
eTiqket grants to the Company/individual, a non-exclusive, non-transferable, not sub-licensable, license to use eTiqket Trademarks for the purposes of promoting and advertising the White Label Services and for the purpose of exercising its rights and performing its obligations under these Terms.
- The Company/individual grants to eTiqket, a non-exclusive, non-transferable, not sub-licensable, license to use the Company/individual Trademarks for the purposes of promoting and advertising the Services and the White Label Services and for the purpose of exercising its rights and performing its obligations under these Terms.
- Each party shall at all times retain the sole and exclusive right, title and ownership in and to all of its own Intellectual Property. Either party may in its sole discretion from time to time change the appearance and/or style of its own trademarks.
- The White Label Services will be primarily branded with the Company/individual Trademarks followed by the words “Powered by eTiqket”. All goodwill relating to the Services and the White Label Services shall at all times enure automatically upon creation to eTiqket.
- The Company/individual acknowledges that, save for the Company/individual Trademarks associated with the White Label Services, the Company/individual shall have no rights in respect of eTiqket Trademarks (including associated goodwill), the Services and the White Label Services, and all rights, title and interests in and to the eTiqket Trademarks, the Services and the White Label Services, including all Intellectual Property Rights are, and shall remain, vested in eTiqket.
- The Company/individual acknowledges that White Label Services name, ownership rights, copyright, patents or intellectual property rights of whatever nature related to the White Label Services shall remain vested solely in eTiqket. The Company/individual shall not, at any time during or after the expiration or termination of the Agreement, assert or claim any interest in, or do anything that may adversely affect the validity of, eTiqket’s Intellectual Property.
- Neither party shall:
- use the trademarks of the other in a manner which disparages or is detrimental to the applicable owner of the trademarks or its goodwill, reputation and image or which would tend to allow such trademarks to become generic, lose their distinctiveness and/or become liable to mislead the public.
- register or apply to register in its own name any of the other party’s trademarks, or any other trademark, trade names or any of the designs or other Intellectual Property of the other party (including internet domain names); or
iii. register or apply to register any trademarks or trade names resembling any of the other party’s trademarks or any other trademark or trade names of the other party.
- Each party shall promptly cease using the other party’s trademarks within thirty (30) calendar days of termination of the Agreement.
- All information collected by eTiqket or submitted to eTiqket by Users for the use of the White Label Services shall remain the exclusive property of eTiqket. This clause will survive the termination of the Agreement.
- eTiqket may promote the Portal and the White Label Services at its own discretion. The Company/individual shall promote the White Label Services to prospective Users in a form, manner and frequency as agreed with eTiqket from time to time and at the Company’s / individuals’s expense.
- The Company/individual may use eTiqket Trademarks in relation to promotional activities for the White Label Services in the manner agreed with eTiqket from time to time.
- All the materials, including without limitation images and logos, created to promote the White Label Services and the Portal shall be developed by the Company/individual and are subject to previous approval by eTiqket, such approval not to be unreasonably conditioned, withheld or delayed.
- Except as expressly provided in these Terms, eTiqket makes no warranty of any kind, either express or implied, regarding the quality, accuracy or reliability of the White Label Services.
- The Company/individual acknowledges and agrees that it shall use and commercialize the White Label Services at its sole risk. eTiqket does not warrant that use of the White Label Services will be uninterrupted, error-free, timely or secure.
- eTiqket warrants and undertakes to the Company/individual that, as at the Effective Date and on an ongoing basis during the Term:
- it has good and clear title to or has the right to license the Services and eTiqket Trademarks; and
- the use of the White Label Services and eTiqket Trademarks by the Company/individual in accordance with these Terms will not infringe the Intellectual Property Rights of any third parties.
- The Company/individual warrants and undertakes to eTiqket that, as at the Effective Date and on an ongoing basis during the Term:
- it has good and clear title to or has the right to use and license the Company/individual Trademarks;
- the use of the White Label Services by the Company/individual will comply with all our Terms and all Applicable Law;
iii. the Company/individual will not advertise, promote or provide facilities for gambling or illegal activities on the Portal or through the White Label Services;
- the use of the Company Trademarks by eTiqket in accordance with these Terms will not infringe the Intellectual Property Rights of any third parties; and
- the Company/individual will make no statement nor give any representation nor any undertaking with regards to the White Label Services beyond any statement or representation approved by eTiqket.
- Subject to clause Limitation of Liability eTiqket shall indemnify the Company/individual against all liabilities, costs, expenses, damages and losses (except for any loss of anticipated savings whether direct or indirect, any loss of business opportunity whether direct or indirect or any special, indirect or consequential losses of any type) and reasonable professional costs suffered or incurred by the Company/individual arising out of or in connection with:
- any claim that the use by the Company/individual of eTiqket Trademarks in accordance with these Terms infringes a third party's Intellectual Property Rights; and
- any claim by a User arising out of or in connection with eTiqket’s breach of these Terms
- The Company/individual shall indemnify eTiqket against all liabilities, costs, expenses, damages and losses (except for any loss of anticipated savings whether direct or indirect, any loss of business opportunity whether direct or indirect or any special, indirect or consequential losses of any type) and reasonable professional costs suffered or incurred by eTiqket arising out of or in connection with:
- any claim that the use by eTiqket of the Company/individual Trademarks in accordance with these Terms infringes a third party's Intellectual Property Rights; and
- any claim by a User or any third party arising out of or in connection with the Company’s / individuals’s breach of these Terms.
- Liability under this indemnity clause is conditional on the indemnified party discharging the following obligations. If any third party makes a claim, or notifies an intention to make a claim, against the indemnified party which may reasonably be considered likely to give rise to a liability under this indemnity (a “Claim”), the indemnified party shall:
- as soon as reasonably practicable, give written notice of the Claim to the indemnifying party, specifying the nature of the Claim in reasonable detail;
- not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the indemnifying party (such consent not to be unreasonably conditioned, withheld or delayed);
iii. give to the indemnifying party and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the indemnified party, so as to enable the indemnifying party and its professional advisers to examine them and to take copies (at indemnifying party's expense) for the purpose of assessing the Claim; and
- be deemed to have given to the indemnifying party sole authority to avoid, dispute, compromise or defend the Claim.
- LIMITATION OF LIABILITY
- Nothing in these Terms shall exclude or limit either party's liability for fraud, death or personal injury resulting from the negligence of that party.
- The maximum aggregate liability of eTiqket to the Company/individual in respect of all causes of action arising out of or in connection with these Terms or its subject matter, whether in contract, tort (including negligence), for breach of statutory duty or in any other way shall be limited to the Fees paid by the Company/individual to eTiqket in the 12 months prior to the date of the Claim.
- The maximum aggregate liability of the Company/individual to eTiqket in respect of all causes of action (save in relation to an indemnity Claim) arising out of or in connection with these Terms or its subject matter, whether in contract, tort (including negligence), for breach of statutory duty or in any other way shall be limited to the Fees paid by the Company/individual to eTiqket in the 12 months prior to the date of the Claim.
- The parties exclude all liability to the other arising out of or in connection with these Terms or its subject matter, whether in tort, contract (including negligence), for breach of statutory duty or in any other way in respect of:
- any loss of anticipated savings (whether direct or indirect);
- any loss of business opportunity (whether direct or indirect); or
iii. any special, indirect or consequential losses of any type,
in each case, whether or not such losses were within the contemplation of the parties at the Effective Date, and whether caused (directly or indirectly) by any other supplier of a product or service to either party.
- In the event that any exclusion in this clause 13 is held to be invalid for any reason and either party becomes liable for any loss or damage that may lawfully be limited, such liability shall be limited in accordance with clause 13.b and 13.c.
- USER DATA
- As between the parties, eTiqket shall be the owner of the User Data, and shall also own the Intellectual Property Rights in and related to the User Data and all arrangements of the User Data.
- If and to the extent that the Company/individual (for these purposes the “Data Processor”) acts as a data processor under the PRIVACY AND COOKIES POLICY in relation to any personal data processed by (or on behalf of) the Company/individual pursuant to these Terms on behalf eTiqket (for these purposes the “Data Controller”), the Data Processor undertakes to the Data Controller that the Data Processor:
- will comply with the obligations imposed on the Data Controller by the data protection principle set out in the PRIVACY AND COOKIES POLICY, namely:
- to maintain technical and organizational security measures sufficient to comply at least with the obligations imposed on the Data Controller by the data protection principle set out in the PRIVACY AND COOKIES POLICY and take reasonable steps to ensure the reliability of any employees of the Data Processor who have access to personal data; and
- only to process personal data for and on behalf of the Data Controller for the purpose of performing and in accordance with these Terms (and where necessary only on instructions from the Data Controller to ensure compliance with the PRIVACY AND COOKIES POLICY; and
- to allow representatives of the Data Controller to audit the Data Processor's compliance with the requirements of this clause 14 on reasonable notice and/or, at the option of the Data Controller, on request to provide the Data Controller with evidence of its compliance with such requirements;
- will not transfer any personal data outside Malaysia without the Data Controller's prior written consent and procuring compliance with the data protection principle set out in the PRIVACY AND COOKIES POLICY; and
III. will use all reasonable endeavors to assist the Data Controller to comply with any obligations imposed on the Data Controller by the PRIVACY AND COOKIES POLICY in relation to any data processed by the Data Processor including without limitation:
- providing the Data Controller with reasonable assistance in complying with any subject access request served on the Data Controller under the PRIVACY AND COOKIES POLICY;
- promptly informing the Data Controller about the receipt of any subject access request received by the Data Processor in relation to personal data processed pursuant to these Terms; and
iii. not disclosing any personal data in response to a subject access request without first consulting with and obtaining the consent of the Data Controller.
- For the purposes of this clause 14, “personal data” and “processed” have the meanings given in the PRIVACY AND COOKIES POLICY, shall include the EU Directive on the protection of individuals with regard to the processing of personal data and on the free movement of such data and any other legislation in any country implementing such Directive.
- eTiqket shall not disclose any data inputted into the White Label Services by a User to any third party unless it deems it essential to do so for any lawful purposes.
- For the purposes of these Terms, “Confidential Information” includes all information designated as “confidential” or “proprietary” or which a party should reasonably know to treat as confidential relating to the trade secrets, operations, processes, plans, intentions, product information, know-how, designs, market opportunities, transactions, affairs and/or business of any party actually disclosed or provided to the other party.
- Both parties shall during the term of the Agreement and thereafter:
- keep all Confidential Information strictly confidential;
- not disclose any Confidential Information to a third party, other than to such of its employees and/or officers as will of necessity acquire it as a consequence of the performance of that party's obligations under the Agreement, and only then provided that the relevant party shall ensure that each such employee and/or officer shall keep such Confidential Information confidential and shall not use any of it for any purpose or disclose it to any person, firm or company other than those for which or to whom that party may lawfully use or disclose it under the Agreement; and
iii. use Confidential Information only in connection with the proper performance of the Agreement.
- Clause 15.b shall not apply to any Confidential Information to the extent that it:
- comes within the public domain other than through a breach of this clause 15;
- is required or requested to be divulged by any court, tribunal, or governmental authority with competent jurisdiction to which either party is subject in which case the disclosing party shall promptly notify the other party to afford such party the opportunity to seek a motion to prevent disclosure;
iii. is disclosed on a confidential basis for the purposes of obtaining professional advice; or
- is disclosed with the other party's prior written approval to the disclosure.
- This clause 15 shall continue in force despite the expiry or termination of the Agreement, whatever the reason for termination.
- Either party may terminate the Agreement without cause upon at least ten (10) months’ written notice to the other party.
- Either party (“Terminating Party”) may terminate the Agreement with immediate effect by giving written notice to the other party if any of the following events have occurred in respect of the other party (“Defaulting Party”):
- the Defaulting Party is in material breach of these Terms (including any non-payment of Fees), provided that such material breach (if capable of remedy) has not been cured within thirty (30) Business Days after written notice of such failure from the Terminating Party requesting cure of such material breach;
- the occurrence of any of the following events or circumstances (or any analogous event or circumstance in a jurisdiction other than Malaysia) in relation to the relevant party:
- being deemed unable to pay its debts as defined in section Act 360. INSOLVENCY ACT 1967 without any requirement to prove any matter stated in that section to a court;
- proposing a voluntary arrangement;
iii. steps being taken for a receiver, administrator or manager to be appointed over the whole or a material part of its business or assets
- an order being made, a resolution passed or other steps being taken for its winding-up (except for the purposes of a bona fide solvent reorganization), bankruptcy or dissolution;
- otherwise proposing or entering into any composition or arrangement with its creditors or any class of them; or
- ceasing to carry on business or claiming the benefit of any statutory moratorium.
- eTiqket may terminate the Agreement immediately if the Company/individual uses the Portal or the White Label Services for, or otherwise engages in, any activity that is actually or potentially illegal or is deemed by eTiqket to be a legal risk to eTiqket or a material abuse of the Portal or the White Label Services.
- In case of termination, the Company/individual shall not have the right to receive any refund of the Fees.
- EFFECTS OF TERMINATION
- Expiry or termination of the Agreement, however arising, shall not affect the accrued rights of either party as at termination and any rights, liabilities or obligations set forth in these Terms which by their nature or context would be or are intended to survive and be applicable shall continue to have effect after the end of the Term.
- Upon expiration or termination of the Agreement:
. Each party shall cease using the other party’s trademarks as set out in clause 9.g and shall cease to hold itself out to the public as having any contractual or commercial relationship with the other party; and
- Neither party shall retain any interest in, nor possession of, any Confidential Information of the other party and upon request shall provide to the other party an officer's certificate attesting to the return of such Confidential Information and other materials.
- Any notice given to a party under or in connection with the Agreement shall be in writing and shall be:
. delivered by hand, express courier or email to the contact details indicated in clause 18.e; or communicated through the Contact Page.
- Subject to clause 18.c, any notice shall be deemed to have been received:
. if delivered by hand, on the signature of a delivery receipt;
- if sent by express courier, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service;
- if sent by email, at the time of confirmation of receipt by the recipient by return email to the sending address; or
iii. if communicated through the Contact Page, at the time of confirmation of receipt by the recipient.
- Clause 18.b shall not apply to notices of breach or termination of the Agreement that are served by electronic means. Such notices shall be deemed to have been received after express acknowledgment by the recipient.
- This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other methods of dispute resolution
- Any notice given to a party pursuant to clause 18 shall be sent as follows:
to the registered address of the Company/individual; or
to the eTiqket registered office with a copy by email through the Contact Page.
- eTiqket may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under the Agreement, provided that eTiqket gives prior written notice to the Company/individual.
- The Company/individual shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Agreement without the prior written consent of the eTiqket.
- You will not assign, sell, lease, rent, distribute, import or export any grant rights to use to product or service or any part of it to any third party.
- You shall not knowingly or unknowingly authorize or permit or carry out modification, reverse engineering, disassembling of any product or offering, gain unauthorized access to the database, comprising with the integrity of the security of this system in any manner.
- You shall not modify the program and must comply with the rules mentioned in this policy at all times.
- You will use the software or services provided by eTiqket for lawful purposes.
- You shall not monitor, intercept, modify any communication which is not meant for you. You shall not use any kind of program codes that are designed to delete, distort, compromise or damage the integrity of the software or the communication.
- You shall not use the software in a manner to violate the applicable laws.
- You shall not distribute any content or material that is subjected to proprietary rights or any third party unless you have a permission or license from the owner to do so.
- You shall not modify the content or translate into other languages and create derivate service or product offered by eTiqket.
- You shall not compromise the integrity of the security system by gaining unauthorized access.
- SHARE SERVICES
- eTiqket offers a feature whereby users of the Site can share with others or post to their own member profile, videos, articles and other Third Party Applications, Software or Content from, and/or links to, Third Party Sites through the Service (the “Share Service”).
- You acknowledge and agree that your use of the Share Services and all links, User Content or Third Party Applications, Software or Content shared through the Share Service is subject to, and will fully comply with the user conduct rules set forth above and the other terms and conditions set forth in all our policies.
- ENTIRE AGREEMENT
- These Terms constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
- Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.
- FORCE MAJEURE
- Neither party shall be in breach of these Terms nor liable for delay in performing, or failure to perform, any of its obligations under these Terms if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances, the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 6 (six) weeks, the party not affected may terminate the Agreement by giving 30 (thirty) day’s written notice to the affected party.
- eTiqket amends these Terms from time to time. If eTiqket revises these Terms as they apply to the Company/individual, eTiqket will contact the Company/individual to give the Company/individual reasonable advance notice of the changes and let the Company/individual know how to cancel the Agreement.
- NO WAVIER
- No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
- If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms.
- If one party gives notice to the other of the possibility that any provision or part-provision of These Terms is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision in the Agreement so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
- NO PARTNERSHIP OR AGENCY
- Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorize any party to make or enter into any commitments for or on behalf of any other party
- Each party confirms it is acting on its own behalf and not for the benefit of any other person.
- GOVERNING LAW ; VENUE AND JURISDICTION