IMPORTANT

PLEASE READ CAREFULLY THE TERMS AND CONDITIONS OF THIS LICENCE AGREEMENT BEFORE USING THE SERVICE.

GLOBAL INTERACTIVE LEARNING SDN BHD HEREAFTER CALLED GIL IS WILLING TO LICENCE THE SERVICE TO YOU AS THE INDIVIDUAL, THE COMPANY, OR THE LEGAL ENTITY THAT WILL BE UTILIZING THE SERVICE (REFERENCED BELOW AS "YOU OR YOURS") SOLELY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS LICENCE AGREEMENT.

THIS IS A LEGAL AND ENFORCEABLE CONTRACT BETWEEN YOU AND GIL.

2. Grant of License

2.1 This Agreement gives you the license to access a permission-based Internet Marketing System called IM-Pro hosted by GIL on GIL?s server based on an "opt-in" / "opt-out" e-mail Marketing System together with an associated documentation training and support system as GIL may select from time to time (hereinafter referred to as "the service") in consideration of payment of an annual service fee pursuant to Clause 8 and 9 of this Agreement to be paid directly to GIL. .

2.2 This service is licensed to you only and is not to be sold in any manner whatsoever.

3. Acceptance

3.1 By you installing, copying or otherwise using the service you hereby agree to be bound by the terms and conditions of this Agreement and if you do not agree to the terms and conditions of this Agreement, you are not authorised in any manner whatsoever to utilise or use the service.

4. Copyright And Intellectual Rights

4.1 The software, documentation and functions that accompany this license to access and utilise the service is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties whatsoever is applicable.

4.2 The content which is made available through GIL, inter alia the text, graphics, service, music, sound, photocopying and/or videos and any content provided by any third party advertising or affiliate is protected by copyright, trademark, service mark, patent and/or other property rights or existing laws.

5. Rights of the Licence

5.1 This license governs any releases, revision or enhancements of the service that GIL may furnish to you at GIL?s sole discretion.

5.2. Your rights with respect to the license to use the service are as follows:-

a) You are:-i) to use the service only for the benefit of yourself or the entity named as the licensee in this Agreement;

ii) to only print the documentation that accompanies the service, for the purpose of understanding the service;

iii) to only store data related to the use of the service on GIL?s server in accordance with the agreed data storage limits.

6. Restrictions

6.1 a) You shall:-

i) maintain all copyright notices on all copies of the software or documentation(s) and/or functions which accompanies the license for the service;

ii) not distribute your Identification Code or Access Code to unauthorised person(s);

iii) not sub licence, rent or lease service or any portion of the service thereof;

iv) not make any attempts to discover the source code of the service;

v) not create derivative words from or in the service;

vi) not copy, reproduce, distribute, republish, upload, post, transit create derivative works from or in the service including but not limited to the source code and service without the express consent of GIL and/or the applicable advertiser or affiliate;

vii) not the reengineer or decompile or disassemble the software or the documentation from the service or the service an any manner whatsoever unless with the express written consent from GIL;

viii) not use the service in any manner whatsoever for the benefit of any other business other than the direct business of the Licensee;

viv) not use the service to send unsolicited e-mail;

x) not obtain unauthorised access to GIL?s service and/or to private lists on the service;

xi) not systematically extract, collect and/or harvest, through electronic means or otherwise or through any method whatsoever, any data and/or data fields, including without limitation, lists owner identities and/or e-mail address from this site; and

xii) not insert any content in GIL?s website or copy any of the content in GIL?s website and insert the same into any other website.

7. GIL?s Rights

7.1 GIL reserves the right to :-

a) make any changes, amendments and/or additions to the service known as Service Updates, from time to time without giving prior notice and such service updates shall form part of the service subject to the terms and conditions of the Agreement and you further agree you are solely responsible in reviewing and deciding whether such changes, amendments and/or additions are suitable for your use and GIL shall not be held responsible for any loss or damages, you may incur as the result of such decision or action

b) release different products at different prices under different Agreements and you agree not to claim part or full entitlement to the said products or features.

c) to remove any e-mail address and its associated data which a person or business or entity has requested to be removed through an unsubscribe feature.

8. Annual Service Fee

8.1 In consideration of GIL giving you this license you shall pay to GIL:-

a) an annual service fee before access is given to you to the service, such annual service fee being at GIL?s then published rate.

8.2 You may renew the license at the end of twelve (12) months, for the next twelve (12) months at the then current rates as published by GIL.

8.4 Upon the Annual Service Fee being paid by you to GIL, you have the right to a message allowance as per Schedule I of this Agreement annexed herewith.

8.5 You agree to pay GIL, an excess Message Fee ("herewith referred to as "the said fee") for messages sent in excess of the Message Allowance as stated Schedule I of this Agreement annexed herewith.

9. Message Allowance

9.1 You hereby agree:-

a) that for each period any additional messages which are sent over and above the allowance as detailed in Schedule 1 will be billed at the then current rates and such amount is to paid within thirty (30) days of the invoice being sent by e-mail or facsimile transmission.

10. Access to Service

10.1 Upon your registration and payment of the relevant fees to GIL, you will be given an Account Identification Number and a password to access the service.

10.2 You agree to undertake to keep the Account Identification Number and password confidential and to take responsibility for all activities that occur under your Account Identification Number and/or password.

10.3 You undertake to inform GIL immediately should you know or have reasonable suspicion or knowledge of any unauthorised use of your password and/or account and/or any other unlawful use or tampering with the security or privacy of your password or account or the service of GIL?s network.

11. Authorisation

11.1 You hereby agree and authorise GIL to have the right to monitor, edit and/or disclose personal identification information about you, including but not limited to your e-mail address and name or your private communication to third parties only in the following events:-

12. Termination

12.1 This license or agreement may be terminated

13. Force Majeure

13.1 Neither party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, strikes (of its own or other employees), insurrection, riots, embargo, power shortage or failure, acts of God etc.

14. Waiver

14.1 The waiver by either party of a breach or default of any of the provisions of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party.

15. Warranty

15.1 GIL warranties that GIL will at it own option and timing make available any correction to the service provided the said errors are reported by you in writing to GIL.

15.2 You acknowledge that the above warranty is exclusive and in lieu of all other warranties, whether express or implied, including warranties of merchantability, fitness for a particular purpose or non infringement of intellectual property rights.

16. Limited Warranty

16.1 GIL does not warrant that the service will meet your requirements or that operation of the service will be uninterrupted or that the service will be error free.

17. Disclaimer

17.1 GIL shall not be held liable for any damages or loss or inconvenience suffered by you or by any other party:-

• a) who receives e-mail information from you; or
• b) for the failure of the service to meet your requirements; or
• c) for any errors in the service; or
• d) as the result of the service allowing you to view contents and/or access to of third party websites and/or such further links thereon; and
• e) for any interruption to the service.
   
• 17.2 You further hereby agree and acknowledge that access to the websites and links made available by GIL does not imply that GIL expressly or otherwise endorses such websites or links or contents or have any associations with its operator and/or owner(s).

18. Indemnity

18.1 You hereby agree that neither GIL nor any Agent shall not be held liable for any damages or loss suffered by any individual or third party who receives e-mail information from you.

18.2 You further hereby agree to indemnify GIL or its parents? company, subsidiaries, afflictions, or its employees, representatives or Agents, directors for any loss or damages or claim or legal proceedings made by any third party or its representatives, herein arising out of or related to your use of GIL?s service and/or your breach of any of the terms and conditions of this Agreement including but without limitation the infringement, by you and/or any other users of your account, and/or of any intellectual property right and/or other rights of any person(s) or entity.

19.1 Except under the circumstances in paragraph 11 GIL agrees not to peruse any or all of the data or information obtained in the course of its duties under this Agreement.

20.1 Any disputes other than those regulated in the Agreement, that occur during the operation of the System are to be mediated through mutual agreement of you and GIL.

20.2 If the above clause cannot be satisfied, the party concerned follows the regulation of the precedent general case

21.1 You reserve the sole right of ownership of all data and information obtained from the usage of the Service.

21.2 GIL does not have any right whatsoever or claim on the ownership of such information as described above

22.1 Any notice, request, instruction or other document to be given hereunder shall be delivered or sent by first class post or by facsimile transmission or email (such facsimile transmission or email notice shall be confirmed by a letter posted within 48 hours) to the address of the other party set out in this Agreement (or such other address as may have been notified) and such notice or other document shall be deemed to have been served (if delivered) at the time of delivery (if sent by post) upon the expiration of 48 hours after posting and if sent by facsimile transmission or email) upon the expiration of 12 hours after dispatch.

22.2 If any provision of his Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision that achieves to the greatest extent possible the economic legal and commercial objectives of the invalid or unenforceable provision.

22.3 The Company shall not be liable to the Customer for loss arising from or in connection with any representations, agreements, statements or undertakings made prior to the date of execution of this Agreement other than those representations, agreements, statements and undertakings confirmed by a duly authorised representative of the Company in writing or expressly incorporated or referred to in this Agreement.

22.4 This Agreement shall be binding upon and endure for the benefit of the successors in title of the parties hereto.

22.5 Neither party shall be entitled to assign this Agreement nor all or any of their rights and obligations hereunder without the prior written consent of the other.

22.6 Headings to clauses in this Agreement are for the purpose of information and identification only and shall not be construed as forming part of this Agreement.

22.7 This Agreement shall be deemed to be a contract made under the laws of Malaysia and shall for all purposes be governed by and construed in accordance with the laws of Malaysia and the parties hereto hereby agree to submit to the jurisdiction of the Court of the State Of Malaya.