This
User Agreement ("Agreement") is an agreement between MediaDev
Interactive Sdn Bhd and the party set forth in the related
sign up form incorporated herein by reference (together with
any subsequent sign up forms submitted by Customer, the "Sign
Up Form"), and applies to the purchase of all services (collectively,
the "Services") ordered by Customer on the Sign Up Form. Such
party is referred to in this Agreement as "Customer" or "you".
PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING ON THE BUTTON
ON THE SIGN UP FORM, YOU ARE AGREEING TO BE BOUND BY THE TERMS
OF THIS AGREEMENT AND ALL TERMS AND CONDITIONS INCORPORATED
BY REFERENCE IN THIS AGREEMENT, INCLUDING MEDIADEV INTERACTIVE
SDN BHD'S USAGE POLICY. YOUR USE OF THE SERVICES CONSTITUTES
ACCEPTANCE OF THIS AGREEMENT. MediaDev Interactive Sdn Bhd
reserves the right to reject this Agreement for any reason
or no reason, prior to acceptance thereof by MediaDev Interactive
Sdn Bhd. Activation of the Services shall indicate MediaDev
Interactive Sdn Bhd's acceptance of this Agreement. Subject
to the terms and conditions of this Agreement, MediaDev Interactive
Sdn Bhd will provide to Customer the Services selected by
Customer set forth on the Sign Up Form.
1. Usage Policy.
Under this Agreement, Customer shall comply with MediaDev
Interactive Sdn Bhd's then current Usage Policy, as amended, modified or updated
from time to time by MediaDev Interactive Sdn Bhd, and which
is incorporated in this Agreement by reference. Customer hereby
acknowledges that it has reviewed the Usage Policy and that
the terms of the Usage Policy are incorporated herein by reference.
In the event of any inconsistencies between this Agreement
and the Usage Policy, the terms of the Usage Policy shall
govern. MediaDev Interactive Sdn Bhd does not intend to systematically
monitor the content which is submitted to, stored on or distributed
or disseminated by Customer via the Service (the "Customer
Content"). Customer Content includes content of Customer's
customers and/or users of Customer's website. Accordingly,
under this Agreement, you will be responsible for your customers
content and activities on your website. Notwithstanding anything
to the contrary contained in this Agreement, MediaDev Interactive
Sdn Bhd may immediately take corrective action, including
removal of all or a portion of the Customer Content, disconnection
or discontinuance of any and all Services, or termination
of this Agreement in the event of notice of possible violation
by Customer of the Usage Policy. In the event MediaDev Interactive
Sdn Bhd takes corrective action due to a violation of the
Usage Policy, MediaDev Interactive Sdn Bhd shall not refund
to Customer any fees paid in advance of such corrective action.
Customer hereby agrees that MediaDev Interactive Sdn Bhd shall
have no liability to Customer or any of Customer's customers
due to any corrective action that MediaDev Interactive Sdn
Bhd may take (including, without limitation, disconnection
of Services).
2. Amendment.
MediaDev Interactive Sdn Bhd may amend, modify or update this
Agreement or the Usage Policy at any time in its sole discretion,
and Customer shall be bound by any such amendment, modification
or update. MediaDev Interactive Sdn Bhd may, but is under
no obligation to, provide notice of any amendment, modification
or update of this Agreement or the Usage Policy. Any modification
is effective on the earlier of two days after posting on MediaDev
Interactive Sdn Bhd's website or two days after the sending
of a notice by MediaDev Interactive Sdn Bhd to Customer by
e-mail or conventional mail. If any material modification
to this Agreement or the Usage Policy is unacceptable to you,
you may terminate your subscription as provided in Section
3. However, if you do not terminate the Agreement, or if you
continue to use the Services following effectiveness of the
modification, your continued use will mean that you have accepted
that modification. MediaDev Interactive Sdn Bhd reserves the
right to amend its service offerings and add, delete, suspend
or modify the terms and conditions of the Services, at any
time and from time to time, and to determine whether and when
any such changes apply to both existing and future customers.
3. Term; Termination; Cancellation Policy.
The initial term of this Agreement shall be as set forth in
the Sign Up Form (the "Initial Term"). The Initial Term shall
begin upon commencement of the Services to Customer. After
the Initial Term, this Agreement shall automatically renew
for successive terms of equal length as the Initial Term,
unless terminated or cancelled by either party as provided
in this section. The Initial Term and all successive renewal
periods shall be referred to, collectively, as the "Term".
This Agreement may be terminated (i) by either party by giving
the other party 30 days prior written notice (subject to an
early cancellation fee as provided below), (ii) by MediaDev
Interactive Sdn Bhd in the event of nonpayment by Customer,
(iii) by MediaDev Interactive Sdn Bhd, at any time, without
notice, if, in MediaDev Interactive Sdn Bhd's judgment, Customer
is in violation of any term or condition of the Usage Policy
or Customer's use of the Service disrupts or, in MediaDev
Interactive Sdn Bhd's judgment, could disrupt, MediaDev Interactive
Sdn Bhd's business operations and (iv) by MediaDev Interactive
Sdn Bhd in accordance with Sections 1, 9, and 10 of this Agreement.
If you cancel this Agreement prior to the end of the Term,
(i) you shall be obligated to pay all fees and charges accrued
prior to the effectiveness of such cancellation, (ii) MediaDev
Interactive Sdn Bhd shall refund to you all pre-paid fees
for basic hosting services (shared, dedicated and/or managed)
for the full months remaining after effectiveness of cancellation
(i.e., no partial month fees shall be refunded), less any
setup fees and any discount applied for prepayment, (iii)
you shall be obligated to pay 100% of all charges for all
Services for each month remaining in the Term (other than
basic hosting fees as provided in (ii) above) and (iii) MediaDev
Interactive Sdn Bhd shall have the right to charge you an
early cancellation fee of RM25.00. Any cancellation request
shall be effective 30 days after receipt by MediaDev Interactive
Sdn Bhd, unless a later date is specified in such request.
If MediaDev Interactive Sdn Bhd cancels this Agreement prior
to the end of the Term, MediaDev Interactive Sdn Bhd shall
not refund to you any fees paid in advance of such cancellation
and (i) you shall be obligated to pay all fees and charges
accrued prior to the effectiveness of such cancellation, (ii)
you shall be obligated to pay 100% of all charges for all
Services for each month remaining in the Term and (iii) MediaDev
Interactive Sdn Bhd shall have the right to charge you an
early cancellation fee of RM25.00.
4. Billing and Payment.
All fees for the Services shall be in accordance with MediaDev
Interactive Sdn Bhd's fee schedule then in effect, the terms
of which are incorporated herein by reference, and shall be
due at the times provided therein. A RM15.00 late fee will
apply to accounts past due more than ten (10) calendar days
from the due date. MediaDev Interactive Sdn Bhd may, with
30 days notice to Customer, amend the Services and/or the
rates and fees it charges for the Services. Fees for renewal
periods after the Initial Term shall be due and owing immediately
upon the first day of such renewal period. MediaDev Interactive
Sdn Bhd may impose a debt service charge equal to one and
one-half percent (1.5%) of the overdue balance (or such lesser
amount as may be required by law) for each month or fraction
thereof the overdue amount remains unpaid. In addition, in
the event that any amount due MediaDev Interactive Sdn Bhd
remains unpaid twenty (20) days after such payment is due,
MediaDev Interactive Sdn Bhd, in its sole discretion, may
immediately terminate this Agreement, and/or withhold or suspend
Services. There will be a RM50.00 charge to reinstate accounts
that have been suspended or terminated. All taxes, fees and
governmental charges relating to the Services provided hereunder
(other than income taxes of MediaDev Interactive Sdn Bhd)
shall be paid by Customer.
Customer agrees that MediaDev Interactive Sdn Bhd may pre-charge
Customer's fees for the Services to the credit card supplied
by Customer during registration.
Returned checks will be assessed a RM30.00 charge. Wire transfers
will be assessed a RM30.00 charte.
5. Special Provisions Applicable to Resellers.
MediaDev Interactive Sdn Bhd from time to time may offer reseller
programs which will permit Customers to resell certain of
MediaDev Interactive Sdn Bhd's products and services, and
be eligible for certain discounts, services and other promotions.
A Customer that participates in a reseller program is referred
to herein as a "Reseller". To be eligible to participate in
a reseller program, the Reseller may be required to meet certain
requirements as provided in such reseller program. If you
are a Reseller, the terms and conditions in this section (in
addition to any terms or conditions contained in the reseller
program) are applicable to you.
As a Reseller, you are MediaDev Interactive Sdn Bhd's Customer.
A Reseller shall be deemed, and is the "Customer" for all
purposes under this Agreement and the Usage Policy. When you
resell the Services, the purchaser of those resold services
becomes your customer (a "Reseller Customer"). A Reseller
Customer is not a Customer of MediaDev Interactive Sdn Bhd,
and MediaDev Interactive Sdn Bhd will not support any Reseller
Customer. Reseller shall take all necessary measures to preclude
MediaDev Interactive Sdn Bhd from being made a party to any
agreement with any Reseller Customer. As a Reseller, you are
authorized to resell the Services identified in the applicable
reseller program on a non-exclusive basis. MediaDev Interactive
Sdn Bhd reserves the right to market and sell its products
and services through its own employees, other resellers and
other representatives and retailers that may compete with
you. The terms and conditions of such other relationships
may differ from the terms of this Agreement and the reseller
program, and may be better. Reseller shall be responsible
for billing, and collecting payments from, Reseller Customers.
Reseller shall not withhold payments to MediaDev Interactive
Sdn Bhd under this Agreement because of a failure of a Reseller
Customer to make payments to Reseller. Reseller may set the
prices to be paid to it by Reseller Customers for any of the
resold Services. Reseller shall provide all support (including,
without limitation, customer support, first level support,
second level support, and other technical support) for Reseller
Customers. Reseller shall pay all sales, use, transfer, privilege,
excise or other taxes and all duties, whether international,
state or local, however designated, which are levied or imposed
on MediaDev Interactive Sdn Bhd and Reseller under this Agreement
and any and all transactions between Reseller and Reseller
Customers. Reseller shall not resell the Services under MediaDev
Interactive Sdn Bhd's brand name. Reseller shall be solely
responsible for compliance with any regulations governing
the export of the Services (or any portion thereof). Nothing
in this Agreement constitutes a license to Reseller to use
or resell the Marks (as defined below).
6. MediaDev Interactive Sdn Bhd as Reseller or Licensor.
MediaDev Interactive Sdn Bhd is acting only as a reseller
or licensor of the hardware, software and equipment used in
connection with the products and/or Services that were or
are manufactured or provided by a third party ("Non-MediaDev
Interactive Sdn Bhd Product"). MediaDev Interactive Sdn Bhd
shall not be responsible for any changes in the Services that
cause the Non-MediaDev Interactive Sdn Bhd Product to become
obsolete, require modification or alteration, or otherwise
affect the performance of the Services. Any malfunction or
manufacturer's defects of Non-MediaDev Interactive Sdn Bhd
Product either sold, licensed or provided by MediaDev Interactive
Sdn Bhd to Customer or purchased directly by Customer used
in connection with the Services will not be deemed a breach
of MediaDev Interactive Sdn Bhd's obligations under this Agreement.
Any rights or remedies Customer may have regarding the ownership,
licensing, performance or compliance of Non-MediaDev Interactive
Sdn Bhd Product are limited to those rights extended to Customer
by the manufacturer of such Non-MediaDev Interactive Sdn Bhd
Product. Customer is entitled to use any Non-MediaDev Interactive
Sdn Bhd Product supplied by MediaDev Interactive Sdn Bhd only
in connection with Customer's permitted use of the Services.
Customer shall use its best efforts to protect and keep confidential
all intellectual property provided by MediaDev Interactive
Sdn Bhd to Customer through any Non-MediaDev Interactive Sdn
Bhd Product and shall make no attempt to copy, alter, reverse
engineer, or tamper with such intellectual property or to
use it other than in connection with the Services. Customer
shall not resell, transfer, export or re-export any Non-MediaDev
Interactive Sdn Bhd Product, or any technical data derived
therefrom, in violation of any applicable United States or
foreign law.
7. IP Address Ownership.
If MediaDev Interactive Sdn Bhd assigns Customer an Internet
Protocol address for Customer's use, the right to use that
Internet Protocol address shall belong only to MediaDev Interactive
Sdn Bhd, and Customer shall have no right to use that Internet
Protocol address except as permitted by MediaDev Interactive
Sdn Bhd in its sole discretion in connection with the Services,
during the term of this Agreement. MediaDev Interactive Sdn
Bhd shall maintain and control ownership of all Internet Protocol
numbers and addresses that may be assigned to Customer by
MediaDev Interactive Sdn Bhd, and MediaDev Interactive Sdn
Bhd reserves the right to change or remove any and all such
Internet Protocol numbers and addresses, in its sole and absolute
discretion.
8. Caching.
Customer expressly (i) grants to MediaDev Interactive Sdn
Bhd a license to cache the entirety of the Customer Content
and Customer's web site, including content supplied by third
parties, hosted by MediaDev Interactive Sdn Bhd under this
Agreement and (ii) agrees that such caching is not an infringement
of any of Customer's intellectual property rights or any third
party's intellectual property rights.
9. CPU Usage.
Customer agrees that Customer shall not use excessive amounts
of CPU processing on any of MediaDev Interactive Sdn Bhd's
servers. Any violation of this policy may result in corrective
action by MediaDev Interactive Sdn Bhd, including assessment
of additional charges, disconnection or discontinuance of
any and all Services, or termination of this Agreement, which
actions may be taken in MediaDev Interactive Sdn Bhd's sole
and absolute discretion. If MediaDev Interactive Sdn Bhd takes
any corrective action under this section, Customer shall not
be entitled to a refund of any fees paid in advance prior
to such action.
10. Bandwidth and Disk Usage.
Customer agrees that disk usage shall not exceed the number
of megabytes for the Services ordered by Customer on the Sign
Up Form (the "Agreed Usage"). MediaDev Interactive Sdn Bhd
will monitor Customer's disk usage. MediaDev Interactive Sdn
Bhd shall have the right to take corrective action if Customer's
disk usage exceeds the Agreed Usage. Such corrective action
may include the assessment of additional charges, disconnection
or discontinuance of any and all Services, or termination
of this Agreement, which actions may be taken in MediaDev
Interactive Sdn Bhd's sole and absolute discretion. If MediaDev
Interactive Sdn Bhd takes any corrective action under this
section, Customer shall not be entitled to a refund of any
fees paid in advance prior to such action.
Definition
of Unlimited Bandwidth
The term "Unlimited" is often used within the Internet
Services community to describe services of which no hard limits
or per unit pricing are imposed, but which are nonetheless
governed by limitations of fair and reasonable use, often
at the discretion of the service provider. MediaDev Interactive
Sdn Bhd offers most services with "Unlimited" bandwidth,
which bear no per unit charges, nor hard limits, but nonetheless
are governed by reasonable and fair use. This means that we
will not charge you for any bandwidth your account uses, nor
will we impose any hard limits on the amount of bandwidth
that you can use, provided said use is what MediaDev Interactive
Sdn Bhd deems to be reasonable. If at any time MediaDev Interactive
Sdn Bhd deems your bandwidth usage to be abusive or unreasonable
for the level of service that you have purchased, or your
bandwidth usage threatens to impair the quality of other users'
service, MediaDev Interactive Sdn Bhd may, at its sole discretion,
take steps to limit the amount of bandwidth you consume, including
the cancellation of your account without notice. MediaDev
Interactive Sdn Bhd will at no time attempt to collect payment
for bandwidth already used by a customer, regardless of the
amount.
11. Property Rights.
MediaDev Interactive Sdn Bhd owns all right, title and interest
in and to the Services and MediaDev Interactive Sdn Bhd's
trade names, trademarks, service marks, inventions, copyrights,
trade secrets, patents, know-how and other intellectual property
rights relating to the design, function, marketing, promotion,
sale and provision of the Services and the related hardware,
software and systems ("Marks"). Noting in this Agreement constitutes
a license to Customer to use or resell the Marks.
12. Customer Web Site; E-Commerce; Customer Warranties.
Customer shall be solely responsible for the development,
operation and maintenance of Customer's web site, online store
and e-commerce activities, for all products and services offered
by Customer or appearing online and for all contents and materials
appearing online or on Customer's products, including, without
limitation (i) the accuracy and appropriateness of the Customer
Content and content and material appearing in its store or
on its products, (ii) ensuring that the Customer Content and
content and materials appearing in its store or on its products
do not violate or infringe upon the rights of any person,
and (iii) ensuring that the Customer Content and the content
and materials appearing in its store or on its products are
not defamatory or otherwise illegal. Customer shall be solely
responsible for accepting, processing and filling customer
orders and for handling customer inquiries or complaints.
Customer shall be solely responsible for the payment or satisfaction
of any and all taxes associated with its web site and online
store.
Customer shall be responsible for the security and confidentiality
of any customer information (including, without limitation,
customer credit card numbers) that Customer may receive as
a result of its web site or online store.
Customer represents and warrants to MediaDev Interactive Sdn
Bhd that Customer owns or has the right to use the Customer
Content and material contained therein, including all text,
graphics, sound, music, video, programming, scripts and applets,
and the use, reproduction, distribution and transmission of
the Customer Content and any information and materials contained
therein does not, and will not, (i) infringe or misappropriate
any copyright, patent, trademark, trade secret or any other
proprietary right of a third party, (ii) violate any criminal
laws or (iii) constitute false advertising, unfair competition,
defamation, an invasion of privacy, violate a right of publicity
or violate any other law or regulation. Customer grants MediaDev
Interactive Sdn Bhd the right to reproduce, copy, use and
distribute all and any portion of the Customer Content to
the extent needed to provide and operate the Services.
13. Disclaimer of Warranty.
Customer agrees to use all Services and any information obtained
through or from MediaDev Interactive Sdn Bhd, at Customer's
own risk. Customer acknowledges and agrees that MediaDev Interactive
Sdn Bhd exercises no control over, and accepts no responsibility
for, the content of the information passing through MediaDev
Interactive Sdn Bhd's host computers, network hubs and points
of presence or the Internet. THE SERVICES PROVIDED UNDER THIS
AGREEMENT ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. NONE
OF MEDIADEV INTERACTIVE SDN BHD, ITS PARENT, SUBSIDIARY OR
AFFILIATED CORPORATIONS, OR ANY OF THEIR RESPECTIVE EMPLOYEES,
OFFICERS, DIRECTORS, SHAREHOLDERS, AFFILIATES, AGENTS, SUPPLIERS,
THIRD-PARTY INFORMATION PROVIDERS, MERCHANTS, LICENSORS OR
THE LIKE (EACH, A "MEDIADEV INTERACTIVE SDN BHD PERSON") MAKE
ANY WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING
BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, FOR THE SERVICES
OR ANY EQUIPMENT MEDIADEV INTERACTIVE SDN BHD PROVIDES. NO
MEDIADEV INTERACTIVE SDN BHD PERSON MAKES ANY WARRANTIES THAT
THE SERVICES WILL NOT BE INTERRUPTED OR ERROR FREE; NOR DO
ANY OF THEM MAKE ANY WARRANTIES AS TO THE RESULTS THAT MAY
BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY,
RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICES OR MERCHANDISE
CONTAINED IN OR PROVIDED THROUGH THE SERVICES. MEDIADEV INTERACTIVE
SDN BHD IS NOT LIABLE, AND EXPRESSLY DISCLAIMS ANY LIABILITY,
FOR THE CONTENT OF ANY DATA TRANSFERRED EITHER TO OR FROM
CUSTOMER OR STORED BY CUSTOMER OR ANY OF CUSTOMER'S CUSTOMERS
VIA THE SERVICES PROVIDED BY MEDIADEV INTERACTIVE SDN BHD.
NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY ANY MEDIADEV
INTERACTIVE SDN BHD PERSON, WILL CREATE A WARRANTY; NOR MAY
YOU RELY ON ANY SUCH INFORMATION OR ADVICE. The terms of this
section shall survive any termination of this Agreement.
14. Indemnification.
Customer agrees to indemnify, defend and hold harmless MediaDev
Interactive Sdn Bhd and its parent, subsidiary and affiliated
companies, and each of their respective officers, directors,
employees, shareholders and agents (each an "indemnified party"
and, collectively, "indemnified parties") from and against
any and all claims, damages, losses, liabilities, suits, actions,
demands, proceedings (whether legal or administrative), and
expenses (including, but not limited to, reasonable attorney's
fees) threatened, asserted, or filed by a third party against
any of the indemnified parties arising out of or relating
to (i) Customer's use of the Services, (ii) any violation
by Customer of the Usage Policy, (iii) any breach of any representation,
warranty or covenant of Customer contained in this Agreement
or (iv) any acts or omissions of Customer. The terms of this
section shall survive any termination of this Agreement.
15. Limitation of Liability.
Customer agrees that no MediaDev Interactive Sdn Bhd Person,
under any circumstances, shall be held responsible or liable
for situations where the Services are accessed by third parties
through illegal or illicit means, including situations where
such data is accessed through the exploitation of security
gaps, weaknesses or flaws (whether known or unknown to MediaDev
Interactive Sdn Bhd at the time) which may exist in the Services
or MediaDev Interactive Sdn Bhd's equipment used to provide
the Services.
Under no circumstances, including negligence, shall any MediaDev
Interactive Sdn Bhd Person be liable for any indirect, incidental,
special, consequential or punitive damages, or loss of profits,
revenue, data or use by Customer, any of its customers, any
Reseller Customer or any other third party, whether in an
action in contract or tort or strict liability or other legal
theory, even if MediaDev Interactive Sdn Bhd has been advised
of the possibility of such damages. No MediaDev Interactive
Sdn Bhd Person shall be liable to Customer, any of its customers,
any Reseller Customer or any other third party, for any loss
or damages that result or are alleged to have resulted from
the use of or inability to use the Services, or that results
from mistakes, omissions, interruptions, deletion of files,
loss of data, errors, viruses, defects, delays in operations,
or transmission or any failure of performance, whether or
not limited to acts of God, communications failure, theft,
destruction or unauthorized access to MediaDev Interactive
Sdn Bhd's records, programs, equipment or services.
Notwithstanding anything to the contrary in this Agreement,
MediaDev Interactive Sdn Bhd's maximum liability under this
Agreement for all damages, losses, costs and causes of actions
from any and all claims (whether in contract, tort, including
negligence, quasi-contract, statutory or otherwise) shall
not exceed the actual dollar amount paid by Customer for the
Services which gave rise to such damages, losses and causes
of actions during the 12-month period prior to the date the
damage or loss occurred or the cause of action arose.
Customer understands, acknowledges and agrees that if MediaDev
Interactive Sdn Bhd takes any corrective action under this
Agreement because of an action of Customer or one if its customer
or a Reseller Customer, that corrective action may adversely
affect other customers of Customer or other Reseller Customers,
and Customer agrees that MediaDev Interactive Sdn Bhd shall
have no liability to Customer, any of its customers or any
Reseller Customer due to such corrective action by MediaDev
Interactive Sdn Bhd.
This limitation of liability reflects an informed, voluntary
allocation between the parties of the risks (known and unknown)
that may exist in connection with this Agreement. The terms
of this section shall survive any termination of this Agreement.
16. Force Majeure.
MediaDev Interactive Sdn Bhd shall not be liable for failure
or delay in performing it obligations hereunder if such failure
or delay is due to circumstances beyond its reasonable control,
including, without limitation, acts of any governmental body,
war, insurrection, sabotage, embargo, fire, flood, strike
or other labor disturbance, interruption of or delay in transportation,
unavailability of, interruption or delay in telecommunications
or third party services (including DNS propagation), failure
of third party software or hardware or inability to obtain
raw materials, supplies or power used in or equipment needed
for provision of the Services.
17. Governing Law; Jurisdiction; Arbitration.
This Agreement shall be governed in all respects by Malaysia
law without regard to the conflict of law provisions thereof.
Both parties submit to personal jurisdiction in Malaysia.
Any controversy or claim arising out of, relating to or in
connection with this Agreement, or the breach thereof, shall
be subject to arbitration administered by the Malaysian Arbitration
Association ("MAA") in accordance with its then existing Commercial
Arbitration Rules (collectively, the "MAA Rules") and judgment
upon the award rendered by the arbitrator may be entered in
any court having jurisdiction thereof. The place of arbitration
shall be Malaysia or any other place selected by mutual agreement
of the parties. An award rendered in connection with an arbitration
pursuant to this Section shall be final and binding upon the
parties and the parties agree and consent that the arbitral
award shall be conclusive proof of the validity of the determinations
of the arbitrations set forth in the award, and any judgment
upon such an award may be entered and enforced in any court
of competent jurisdiction. The parties agree that the award
of the arbitral tribunal will be the sole and exclusive remedy
between them regarding any and all claims and counterclaims
between them with respect to the subject matter of the arbitrated
dispute. The parties hereby waive all in personam jurisdictional
defenses in connection with any arbitration hereunder or the
enforcement of an order or award rendered pursuant thereto.
In any legal action, the prevailing party will be entitled
to recover all legal expenses incurred in connection with
the action, including but not limited to its costs, both taxable
and non-taxable, and reasonable attorney's fees. The terms
of this section shall survive any termination of this Agreement.
18. Assignment.
Customer shall not have the right to assign this Agreement
without the prior written consent of MediaDev Interactive
Sdn Bhd. This Agreement shall be binding upon and inure to
the benefit of Customer and MediaDev Interactive Sdn Bhd and
their successors and permitted assigns.
19. Entire Agreement; Severability.
This Agreement, together with the Sign Up Form and any other
documents or agreements specifically identified in this Agreement,
represents the entire agreement between the parties, and supercedes
all previous representations, understandings or agreements.
If any provision of this Agreement shall be held by a court
of competent jurisdiction to be invalid, unenforceable, or
void, the remainder of this Agreement shall remain in full
force and effect.
Customer hereby represents that he, she or it is either, an
individual entering this Agreement for his or her personal
use and is over 18 years of age, or a corporation, limited
partnership or other legal entity, duly organized, validly
existing and in good standing under the laws of the state
of its organization and the person acting on behalf of Customer
is duly authorized to accept, execute and deliver this Agreement
on behalf of Customer. |