END USER LICENSE AGREEMENT (Agreement)

Effective Date: 01 November 2024

1. Introduction This End User License Agreement ("Agreement") is a legal contract between you ("User," "you" “Customer”) and Continuum Code Sdn Bhd ("Company," "we," "us") regarding the use of InvoisX ("Software"). By using or accessing the Software, you agree to be bound by this Agreement.

2. License Grant Subject to the terms of this Agreement, we grant you a non-exclusive, non-transferable, and revocable license to use the Software solely for your internal business operations.

3. Restrictions You shall not:

  • Modify, copy, distribute, sublicense, or create derivative works of the Software.
  • Reverse engineer, decompile, or disassemble any part of the Software.
  • Use the Software for unlawful purposes or in violation of applicable laws.
  • Share your license credentials with unauthorised users.

4. Ownership and Intellectual Property All intellectual property rights in the Software remain the exclusive property of the Company. This Agreement does not grant you ownership of the Software but only a right to use it under the stated terms.

5. Payment and Subscription Terms

  • Users must pay applicable fees as per the chosen subscription plan.
  • Users acknowledges that the rights granted to the User under this Agreement are conditional on the Customer’s timely payment of the subscription license fee payable to the Company.
  • Failure to make timely payments may result in suspension or termination of access.
  • Prices may be revised without prior notice.

6. Cancellation and Refund Policy

  • You may cancel your subscription at any time through your account settings or not renewing your existing subscription.
  • Refunds will only be issued if the cancellation occurs within 7 days of initial purchase.
  • For any cancellation occur 7-days after the date of purchase, no refunds will be issued for partial or unused subscription periods
  • The Company reserves the right to suspend or terminate accounts due to violations of this Agreement without refunds.

7. Updates and Modifications The Company may release updates, patches, or enhancements. Users are required to keep their Software updated for continued access and security improvements.

8. Privacy and Data Usage The use of the Software is subject to our Privacy Policy, which outlines how we collect, use, and protect your personal data.

9. Limitation of Liability To the fullest extent permitted by applicable law, in no event shall the Company or its affiliates, or any of its or their respective licensors or service providers, be liable for personal injury or any incidental, special, indirect, or consequential damages whatsoever, including, without limitation, damages for loss of profits, loss of data, business interruption, or any other commercial damages or losses, arising out of or related to your use of or inability to use the Software, however caused, regardless of the theory of liability (contract, tort, or otherwise) and even if the Company has been advised of the possibility of such damages. In no event shall the Company’s total liability to you for all damages exceed the actual amount paid by the Customer to the Company for the Software.

10. Indemnification The Customer shall unconditionally indemnify and defend the Company, its affiliates, and their officers, directors, employees, contractors and agents (each, a “Company Indemnified Party”) against any claims, liabilities and expenses (including court costs and reasonable solicitors’ or attorney fees) that a Company Indemnified Party incurs as a result of or in connection with any third-party claims arising from

  • the Customer‘s failure to obtain any consent, authorisation or license required for the Company’s use of data, software, materials, systems, networks or other technology provided by the Customer under this Agreement;
  • the Customer’s use of the Software in a manner not expressly permitted by this Agreement;
  • the Company’s compliance with any technology, designs, instructions or requirements provided by the Customer or a third party on the Customer’s behalf;
  • any violation by the Customer of applicable laws; and
  • any reasonable costs and solicitors’/attorney’s fees required for the Company to respond to a court order or other official government inquiry regarding the Customer’s use of the Software.

11. Limited Warranty and Disclaimer

  • Limited Warranty: The Company warrants that the Software licensed under this Agreement will perform substantially in accordance with the disclosure made by the Company. The Customer’s exclusive remedy and the Company’s entire obligation and liability for any breach of the Limited Warranty is to repair or replace the Software or refund to the Customer not exceeding the price the Customer paid for the Software if a repair or replacement of the Software would, in the Company’s opinion, be unreasonable. The Limited Warranty is conditioned upon the Customer providing the Company prompt written notice of the Software’s failure to perform substantially in accordance with the disclosure made by the Company.
  • Exclusion of warranty: The Limited Warranty will not apply if:
    • the Software is not used in accordance with this Agreement;
    • the Software or any part of the Software has been modified by any entity other than Company;
    • a malfunction in the Software has been caused by any equipment or software not supplied by the Company; or
    • issues are due to a third-party add-on/plugin used in the Software.
  • Disclaimer of warranties: Except for the Limited Warranty, the Software is provided “as is.” To the extent permitted by law, the Company makes no other representations or warranties of any kind regarding the Software, and the Company disclaims all other obligations and liabilities, or express or implied warranties regarding the Software, including implied warranties of merchantability, quality, fitness for a particular purpose, title, non-infringement, or systems integration. The Company makes no warranty, representation or guarantee as to the Software’s use or performance, or that the operation of the Software will be fail-safe, uninterrupted or free from errors or defects, or that the Software will protect against all possible threats.
  • Third parties: The Company’s products or services may contain independent third-party products and rely on them to perform certain functionality, including malware definitions or URL filters and algorithms. The Company makes no warranty as to the operation of any third-party products or the accuracy of any third-party information.

12. Term and Termination The term of this Agreement commences when you have paid the applicable fees as per the chosen subscription plan and will continue in effect until terminated as provided herein. We reserve the right to terminate your license if you breach any terms of this Agreement. The Company may terminate this Agreement at any time without notice if it ceases to support the Software, which the Company may do in its sole discretion. Upon termination, all rights granted to you under this Agreement will also terminate and you must cease all use of the Software and delete all copies thereof and account. Termination will not limit any of the Company’s rights or remedies at law or in equity.

13. Relationship The parties are independent contractors under this Agreement and expressly disclaim any partnership, franchise, joint venture, agency, employer/employee, fiduciary or other special relationship. Neither party intends this Agreement to benefit, or create any right or cause of action in or on behalf of, any person or entity other than the parties and listed affiliates. This Agreement is not intended to create a third-party beneficiary of any kind. The Customer must not represent to any third party that it has any right to bind the Company in any manner and the Customer will not make any representations or warranties on behalf of the Company.

 

14. Severability Each of the clauses of these Agreement is severable from the others of such clauses and if at any time any provision in this Agreement is or becomes illegal, invalid or unenforceable in any respect the remaining provisions in this Agreement shall in no way be affected or impaired.

 

15. No Waiver A party’s failure or delay in enforcing any provision of this Agreement will not operate as a waiver of the right to enforce that provision or any other provision of this Agreement at any time. A waiver of any provision of this Agreement must be in writing, specify the provision to be waived and be signed by the party agreeing to the waiver.

 

16. Force Majeure

  • The Company shall not be liable for delays or failures to perform any of its obligations under this Agreement to the extent caused by a Force Majeure Event.
  • The Company’s failures or delays in its performance are excused to the extent they result from: (a) The Customer’s acts or omissions, or those of its employees, agents, users, affiliates or contractors; (b) The Customer’s failure or delay in the performance of a specific task, obligation or responsibility under this Agreement or a schedule, which task, obligation, or responsibility is a condition or requirement for a Company task, obligation, or responsibility; (c) reliance on instructions, authorisations, approvals or other information from the Customer; or (d) acts or omissions of third parties (unless directed by the Company).

 

17. Assignment The Customer may not sublicense, assign or transfer its rights under this Agreement without the Company’s prior written consent. Any attempt by the Customer to sublicense, assign or transfer any of its rights, duties or obligations under this Agreement, whether directly, or indirectly by merger, acquisition or change of control, will be null and void.

18. Governing Law This Agreement shall be governed by and construed in accordance with the laws of Malaysia. Any disputes shall be resolved through arbitration or competent courts in Malaysia.

19. Changes to this Agreement We may update this Agreement from time to time without prior notice. Continued use of the Software after changes take effect constitutes acceptance of the updated terms.

20. Contact Information For any questions or concerns regarding this Agreement, contact us at: Continuum Code Sdn Bhd 4800-3A-01, CBD Perdana, 63000 Cyberjaya, Selangor Email: info@continuum.my Phone: +60383228282

By using InvoisX, you acknowledge that you have read, understood, and agreed to this End User License Agreement.