USER / MERCHANT AGREEMENT FOR AZADEL SERVICES

YOU AGREE THAT THIS USER AGREEMENT WILL BE EFFECTIVE AS TO ALL USERS ON 1 FEBRUARY 2021

BETWEEN

CW HEALTH & BEAUTY (003067841-M) located in Tingkat 1, PT3316 Halal Park Perindustrian Chendering, 21080 Kuala Terengganu, Terengganu (later will be known as “CWHB”)

AND

USER or USER / MERCHANT of Azadel Payment Service.

APPOINTMENT AND RELATIONSHIP

 

• By registering a Azadel Account via the Website, USER / MERCHANT hereby appoint CWHB as an AUTHORISED COLLECTION AGENT for the provision of Azadel Services in accordance with the terms of this Agreement and CWHB hereby agrees to accept the appointment for the provision of Azadel Services to USER / MERCHANT. As an AUTHORISED COLLECTION AGENT, Azadel are not required to register with Bank Negara Malaysia (BNM). All the systems are provided by Azadel’s Partners namely PayNet (FPX) via PSA under Bank Islam Malaysia Berhad and Brainy Apps-Ecom (Raudhah Pay) for credit / debit card services. These are the companies that already been registered with

• In providing Azadel Services, the Parties agree that CWHB acts only as the Software for USER / MERCHANT to present bills and collect payments via Internet. CWHB does not have any control over the goods and/or services that are transacted by the USER / MERCHANT. Accordingly, CWHB does not have any onus or liability whatsoever to ensure that the Customers that transact with the USER / MERCHANT will in fact complete their

• You acknowledge CWHB is not a Financial Institution and has no control over the Financial Institutions uptime and

• Azadel’s online banking services are using FPX, which are provided by PayNet whereby Payments Network Malaysia Sdn. Bhd. (PayNet) is the holding company for the PayNet Group and duly registered with

• Azadel’s online credit card / debit card services are provided by Raudhah Pay Payments

• CWHB shall from time to time, reserve all its rights to adjust and amend the contents and interfaces of Azadel Services and the Website, provided such adjustment and amendment shall not adversely affect Azadel Services. We will provide USER / MERCHANT with 30 Days’ prior notice of any Substantial Change via For the avoidance of doubt, posting of the Substantial Change on the Website shall constitute an effective delivery of the Substantial Change to the USER / MERCHANT.

• If such adjustment or amendment leads to necessary changes in USER / MERCHANT software or website, interfaces or operating procedures of the USER

/ MERCHANT, CWHB will highlight this in the Substantial Change. You shall bear the costs at USER / MERCHANT end in relation to such adjustment and amendment, and in ensuring business as usual.

AZADEL TERMS OF SERVICE

 

• We operate the Azadel payment services gateway as an Authorised Collection Agent to enable USER / MERCHANT to receive payments through credit card and e-banking. If you use the service, then you agree to these terms. Some content of the payment services may have additional or different terms and conditions that supplement these

• Azadel may update these terms from time to time, and the changes will be effective after posting at the Website or notice to you. Continued use of the Azadel indicates your re-acceptance of the revised terms. The most recent revision date for these terms is identified above. These terms are intended to apply evenly across many places and customs to ensure fairness, uniformity and better service levels for all users of Azadel By using the Azadel, you confirm that you have reviewed these terms with ample opportunity to get advice and to choose from other payment alternatives. Azadel may reasonably rely on these understandings. Azadel shall conduct due diligence upon the USER / MERCHANT from time to time, in ensuring the USER / MERCHANT business adhered to the terms and conditions of this Agreement. In any event, Azadel reserves the right to terminate your access to all or any portion of the services at any time.

• The Due Diligence process shall take place as soon as the USER / MERCHANT registration is approved by Azadel . Azadel has the rights to check and scrutinise all information about the USER / Any information found to be in violation of Azadel s’ Policies, Principles and Ethics, Azadel shall issue an official reminder and/or notification through the USER / MERCHANT registered email.

• If the USER / MERCHANT neglected and/or refused and/or ignored any reminder and/or notification issued, then Azadel within Thirty (30) days has the rights without further reference towards the USER / MERCHANT; suspend orterminate the particular

SERVICE FEE

 

• The Service Fee shall be in Malaysia Ringgit (“MYR”) unless agreed

• Your Service Fee shall be based on USER / MERCHANT preferred pricing package:

• Standard Package (FPX): 00 per transaction for settlement next business day.

• Santai Package (FPX): 00 per transaction for settlement on the 6th business days.

• For credit / debit card processing, services by Brainy Apps-Ecom (Raudhah Pay); 0% shall be charged from transaction value or RM1.00 whichever higher. The settlement for credit / debit card transaction will be process on the Ten (10) working days.

• You can stop using Azadel at any time by stopping all collections, and USER / MERCHANT will continue to have access to USER / MERCHANTAzadel Account subject to Clause 6, 7 and 8. To the extent permitted by the applicable law, the Service Fee is non-refundable. We may terminate USER / MERCHANT account at our discretion. There shall be NOREFUND for termination related to conduct that we determine, in our discretion, violates this Agreement or any applicable law, involves fraud or misuse, or is harmful to our interests or another Our failure to insist upon or enforce USER / MERCHANT strict compliance with this Agreement will not constitute a waiver of any of our rights.

• CWHB shall be entitled to revise the Service Fee. We will provide USER / MERCHANT with 10 Days’ prior notice of any Substantial Change via email. For the avoidance of doubt, posting of the Substantial Change on the Website shall constitute an effective delivery of the Substantial Change to the USER / MERCHANT.

• Notwithstanding any provision in the Agreement to the contrary, the payment for Service Fee is inclusive of

SPLIT PAYMENT

 

The USER / MERCHANT are entitled to the Split Payment services provided by Azadel, subjected both parties that request such services must have an account with Azadel . Other terms and conditions applies to the participant of this service.

SETTLEMENT PERIOD

 

• Daily total collection (minimum RM1.00) shall be deposited automatically into USER / MERCHANT bank account except Saturday, Sunday and federal public holidays.

• Settlement day shall be the next settlement day if the present settlement day is a federal holiday.

• Next day means anytime between 00:00–23:59.

• Your acknowledgement of settlement statement shall be provided on “best effort” basis based on the Financial Institutions uptime and

• All payments for Santai Package shall be transferred to an escrow account held in trust by an Advocates and Solicitors firm for and on behalf of The payments shall be released as the procedure provided in the package.

• Both parties shall adhere to the payment procedure as provided in Clause4 as above

CHARGEBACK

 

• USER/ MERCHANT that accepts payment via FPX or credit / debitcard shall bear the chargeback by any Banks / Financial

• Banks / Financial Institution chargeback is a bank-initiated refund for a FPX or credit / debit card purchase. Rather than request a refund from the USER / MERCHANT who

facilitated the purchase, bank account holder or cardholders can dispute a particular transaction by contacting their bank and requesting a Chargeback. As such, all USER / MERCHANT shall be responsible to pay the amount of chargeback issued and/or requested by the Banks / Financial Institution.

• In any event such Chargeback has been issued and/or requested by the Banks / Financial Institution, Azadel shall issue an official notice via email to the USER

/ MERCHANT, informing of the same for the USER / MERCHANT earliest settlement.

• Payments and/or Settlements by the USER / MERCHANT shall follow these procedures accordingly:

1. Chargeback initiated before the settlement process:

• Azadel shall wait for the Banks / Financial Institution investigation and reconciliation. If the finding shows no issue towards such claim, Azadel shall therefore make payments / settlements to the USER /

• If the Banks / Financial Institution finding shows the issue towards such claim is genuine, caused by any act of crime and/or any acts as provided in Clause 7 and 8 of this Terms and Conditions; Azadel shall returned the amount in dispute to the Banks. Thereafter, Azadel shall inform the USER / MERCHANT officially via email of such payment and/or

• Subsequent actions towards the USER / MERCHANT shall be taken by Azadel according, as when and as determined by the Banks / Financial Institution next course of

1. Chargeback initiated after the settlement process:

• If the Chargeback amount is less than Ringgit Malaysia One Thousand (RM1,000.00) only, Azadel shall:

1. Deduct any amount of money and/or payment received by the USER

/ MERCHANT account either via FPX or Credit Card until such amount in dispute and/or claim been satisfied in full. An official email shall be sent as when the deduction action been taken.

1. If within One (1) month from the Chargeback Notice, such payment is not made into the USER / MERCHANT account; Azadel shall issue a Notice of Demand to the USER / MERCHANT, requesting and demanding that such amount and/or any amount outstanding and/or relevant to be paid in full

• If the Chargeback amount is more than Ringgit Malaysia One Thousand (RM1,000.00) only, Azadel shall issue a Notice demanding the USER / MERCHANT to pay immediately such amount and/or any amount outstanding and/or relevant to the claim or

• If the payment as above mentioned is not made after One (1) month from the date of the Notice, Azadel shall:

1. Disable the USER / MERCHANT’s

1. If after Thirty (30) days of account disablement, the payment of such amount and/or any amount outstanding and/or relevant to the claim or dispute is not made; legal action shall be taken without further reference and hesitation towards the USER /

WARRANTIES IN RESPECT OF THE USER / MERCHANT’S INFORMATION

 

• The USER / MERCHANT is solely responsible for its Information and the USER / MERCHANT acknowledges that CWHB’s role is merely as a passive conduit for the online distribution of the USER / MERCHANT’s bills and facilitating payment from the Customers to the USER / MERCHANT’s account. Notwithstanding the foregoing, the USER / MERCHANT’s Information shall at all times be subject to Clause 13 of this Agreement and CWHB shall not use any of the USER / MERCHANT’s Information for any other purpose which is not related to the provision of the Service pursuant to the terms of this Agreement without the prior written consent of the USER /

• The USER / MERCHANT shall use its best endeavours to ensure that the USER / MERCHANT’s Information and the USER / MERCHANT’s activities (including its payments and receipt of payments) that are transacted through the Service shall not:

• be false, inaccurate or misleading;

• be fraudulent or involve the sale of counterfeit or stolen items;

• be related in any way to gambling and/or gaming activities, including but not limited to payment or the acceptance of payments for wagers, gambling debts or gambling winnings, regardless of the location or type of gambling activity (including online and offline casinos, sports wagering and office pools);

• violate Clause 9 of this Agreement;

• infringe on any third party’s copyright, patent, trademark, trade secret or other property rights or rights of publicity or privacy;

• violate any law, statute, ordinance, contract or regulation (including, but not limited to, those governing financial services, consumer protection, unfair competition, anti-discrimination, or false advertising);

• be defamatory, libellous, unlawfully threatening or unlawfully harassing;

• be obscene or contain pornography;

• contain any viruses, Trojan horses, worms, time bombs, bots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or other personal information;

Or

• Jeopardise any reputation or liability for CWHB or cause CWHB to lose (in whole or in part) CWHB

VIOLATIONS BY THE USER / MERCHANT

 

• If the USER / MERCHANT intentionally and knowingly engage in any of the following acts, CWHB shall be entitled, at its sole discretion, to limit the Service provided to the USER / MERCHANT or immediately terminate the Service and this Agreement by notice in writing to the USER / MERCHANT:

• Using the Service to receive payments directly or indirectly, for any sexually oriented or obscene materials or services in violation of CWHB’s policy;

• Using the Service to receive payments directly or indirectly, for any narcotics, other controlled or illegal substances, steroids or prescription drugs in violation of any laws;

• Using the Service to receive payments directly or indirectly, for wagers, gambling debts or gambling winnings, regardless of the location or type of gambling activity;

• Using the Service to receive payments directly or indirectly, for any counterfeit products;

• Using the Service to receive payments directly or indirectly, for any weapons including firearms, ammunition, high capacity magazines, air guns, explosives;

• Using the Service to receive payments directly or indirectly, for any fireworks or pyrotechnic devices or supplies;

• Attempts to tamper, hack, modify or otherwise corrupt the security or functionality of Service;

• Using the Service for money laundering activities;

• Using the Service for any illegal or immoral activities, including but not limited to such activities that violate the laws of

• The Parties hereby agree that the damage that CWHB may sustain as a result of a breach of Clause 6,7, 8 and 9 above; and Clause 13below by the USER / MERCHANT may be substantial, including but not limited to fines and other related expenses from its payment processors and service providers for which damages may not be an adequate remedy for such breach by the USER / MERCHANT and in view thereof, the USER / MERCHANT acknowledges that CWHB shall be entitled to seek equitable relief, including but not limited to injunctions and specific performance, in the event of any such breach or threatened breach by the USER /

• In addition to Clause 9 below, the USER / MERCHANT further indemnifies CWHB for any and all liability which CWHB may incur pursuant to the provision of the

Service, if the USER / MERCHANT are found to be in breach of this Clause 6, 7, 8, 9 and 13.

DISCLAIMER AND LIMITATION OF LIABILITY

 

• The Parties hereto agree that CWHB shall not be held liable for any business expense, machine downtime or damages caused by any deficiency, defect or error in the Service or malfunction thereof and in no event shall CWHB be liable to the USER / MERCHANT for any consequential or incidental damages, including but not limited to loss of profits, loss of turnover and/or loss of

• The Parties hereby agree that CWHB shall not be held liable in any manner whatsoever in the event there is a dispute between the USER / MERCHANT and any of the Customers, unless it can be reasonably proven by the USER / MERCHANT that such dispute arose, directly or indirectly, from the wilful negligence, fraudulent act, default or breach and/or acts or omissions by CWHB in the provision of the Service under this

• The USER / MERCHANT shall not hold CWHB, its holding company, subsidiaries, employees and its suppliers liable in any way for any losses or liabilities arising directly and solely from the fault of the USER / MERCHANT or authorised third parties directly relates to the USER / MERCHANT in connection with the use of or access to the

INDEMNITY

 

The USER / MERCHANT shall indemnify CWHB and hold CWHB, its holding company, subsidiaries, affiliates, officers, directors and employees harmless from any claim or demand made or incurred by any third party due to or arising out of the USER

/ MERCHANT’s breach of any of the terms of this Agreement or the violations of any provisions of law in connection with the Transactions contemplated under this Agreement.

AFFILIATES

 

Agreement

• Subject to this Clause and this Agreement, USER / MERCHANT are offered to become an affiliate or associate member of Azadel services

• Enrollment process begins when the USER / MERCHANT complete and submit the online application to register an account at Azadel The fact that we

auto-approve applications does not imply that we may not re-evaluate your application at a later time. We may reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for our Program, including if it:

Promotes sexually explicit

Promotes

• Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or

Promotes illegal activities.

Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the

Includes “CWHB”, “Azadel” or variations or misspellings thereof in its domain

• Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole

• Contains software downloads that potentially enable diversions of commission from other affiliates in our

You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are Merchant.com or any other affiliated

• As a member of Azadel’s Affiliate Program, you will have access to Affiliate Account Manager. Here you will be able to review our Program’s details and previously-published affiliate newsletters, download HTML code (that provides for links to web pages within Azadel web site) and banner creative, browse and get tracking codes for our coupons and In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link we provide you with.

• We reserves the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with the guidelines provided to you.

• The maintenance and the updating of your site will be your We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.

• It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person’s copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person’s copyrighted material or other intellectual property in violation of the law or any third party

• We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify the Affiliates of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes that we feel should be If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Merchant.com Affiliate Program.

• CWHB reserves the right to terminate this Agreement and your participation in the Azadel’s Affiliate Program immediately and without notice to you should you commit fraud in your use of the Azadel Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, Azadel shall not be liable to you for any commissions for such fraudulent

• This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated

Termination

Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.

Modification

We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and Azadel’s Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in Azadel’s Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.

Payment

Azadel.com shall manage all of the tracking and payment. Kindly review the network’s payment terms and conditions.

Access to Affiliate Account Interface

You will create a password (if any) so that you may enter Azadel’s secure affiliate account interface. From their site you will be able to receive your reports that will describe our calculation of the commissions due to you.

Promotion Restrictions

1. You are free to promote your own web sites, but naturally any promotion that mentions Azadel could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by Azadel . For example, advertising commonly referred to as “spamming” is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote Azadel so long as the recipient is already a customer or subscriber ofyour services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote Azadel so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from Azadel . If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Azadel Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.

1. Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as Azadel, merchant,www.Azadel, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from Azadel’s Affiliate Program. We will do everything possible to contact the affiliate prior to the However, we reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such PPC bidding behaviour.
2. Affiliates are not prohibited from keying in prospect’s information into the lead form as long as the prospects’ information is real and true, and these are valid leads (i.e. sincerely interested in Azadel’s service).
3. Affiliate shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add- ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited Azadel’s site (i.e., no page from our site or any Azadel’s content or branding is visible on the end-user’s screen). As used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean an application that

• through accidental or direct intent causes the overwriting of affiliate and non affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email;

• intercepts search to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines);

• set commission tracking cookies through loading of Azadel site in IFrames, hidden links and automatic pop ups that open Azadel’s site;

• targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing;

• removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.

Grant of Licenses

We grant to you a non-exclusive, non-transferable, revocable right to:

• access our site through HTML links solely in accordance with the terms of this Agreement and
• solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you or authorize for such
• You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of Azadel’s Affiliate

• You agree that all uses of the Licensed Materials will be on behalf of Azadel and the good will associated therewith will inure to the sole benefit of Azadel .
• Each party agrees not to use the other’s proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.

Disclaimer

AZADEL MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING AZADEL SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF AZADEL ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

1. Representations and Warranties You represent and warrant that:
2. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
3. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;

• You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.

Limitations of Liability

WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR

ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL AZADEL ‘S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.

Indemnification

You hereby agree to indemnify and hold harmless Azadel, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.

Confidentiality

All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked “Confidential,” will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.

Miscellaneous

1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Azadel . You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or any other of Your Site or otherwise, that reasonably would contradict anything in this Agreement and Clause.
2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.
3. This Agreement shall be governed by and interpreted in accordance with the laws of Malaysia without regard to the conflicts of laws and principles
4. You may not amend or waive any provision of this Agreement unless in writing and signed by both
5. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.

INTELLECTUAL PROPERTY RIGHTS

 

• For the duration of this Agreement, CWHB hereby grants USER / MERCHANT and its affiliates and related companies a royalty-free, non-transferable and non- exclusive right during the Term of this Agreement to use the Trademarks on its websites and in any off-line promotional materials for the sole purpose to indicate that it makes use of the Service. The USER / MERCHANT shall use such Trademarks in accordance with CWHB’s directions for the use of such Trademarks as communicated in writing to the USER / The USER / MERCHANTdo not have a right of sub-license. CWHB may apply limitations to the right granted to the USER / MERCHANT under this paragraph at any time and at its sole discretion.

• For the duration of this Agreement, the USER / MERCHANT hereby grants CWHB and its affiliated companies an irrevocable, royalty free, non-transferable and nonexclusive right during the Term of this Agreement to use its trademark andlogoon their Websites and in off-line publications for the sole purpose of indicating that the USER / MERCHANT makes use of its

• All proprietary rights in the equipment, software (such as interfaces) and other materials used or made available by CWHB in the performance of this Agreement, whether or not it is made available to the USER / MERCHANT, shall remain with CWHB. The USER / MERCHANT shall only acquire such right of use as is explicitly granted

• Upon termination of this Agreement, the USER / MERCHANT shall forthwith withdraw any reference or related forms to CWHB and/or the Service from its websites and shall forthwith cease the use of the Trademarks, and CWHB shall cease any use of the USER / MERCHANT’s trademark and

CONFIDENTIALITY

 

• During the Term of this Agreement and after termination or expiration of this Agreement for any reason whatsoever, the Receiving Party shall:

• keep the Confidential Information confidential;

• not disclose the Confidential Information to any person save and except with the prior written consent of the Disclosing Party or in accordance with Clause 2;

• not use the Confidential Information for any purpose other than in connection with the performance of its obligations under this Agreement; and

• Comply at all times with the

• During the Term of this Agreement and unless prohibited by the PDPA, the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ”Recipient”) to the extent reasonably necessary for the purposes of this

• The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party’s obligations of confidentiality under this Agreement as if the Recipient were a party to this

• The obligations contained in Clause 13.1 shall not apply to any confidential Information which:

• is in the public domain at the date of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient;

• is known by the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Party;

• is subsequently becomes lawfully into the possession of the Receiving Party from a third party; or

• Is disclosed by the Receiving Party pursuant to and in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory body.

REPRESENTATIONS

 

Each Party represents to the other that:

• it has all requisite power and authority to enter into this Agreement and to carry out the Transactions contemplated hereby;

• it has the rights, licenses, permits and power to perform all obligations incurred by it under this Agreement;

• the execution, delivery and performance of this Agreement are duly authorised;

• this Agreement is a valid and binding obligation of it; and

• The execution, delivery and performance of this Agreement and the consummation of the Transactions contemplated hereby do not conflict with or violate its constituent documents, any other contract or agreement to which it is a party, any applicable laws or any order or judgment of any court or governmental authority.

NOTICES

 

• All notices, statements, demands, requirements or other communications and documents required or permitted to be given, served or delivered to any Party under this Agreement (hereinafter referred to as a “Communication”) shall be in writing in the English or Bahasa Malaysia language and shall be either delivered by hand or sent by pre-paid certified or registered mail (airmail in the case of all international Communication), with return receipt requested, to that Party at its address stated in the Website or sent by email to its email address stated at the Website or to such other address or email address as that Party may from time to time have notified the other Party as being its address or email address for purposes of this Agreement to the exclusion of all previously applicable addresses and facsimile

• A communication shall be deemed to have been given, served or delivered:

• if delivered by hand, upon delivery;

• if sent by mail, after three (3) Business Days of postage;

• if sent by facsimile machine, one hour after its transmission if such time is during business hours in the place of its receipt or, if it is not, on the opening of business on the next Business Day, subject to its having in fact been received in legible form and with a copy thereof being sent by post; and

• If sent by electronic mail, twenty-four (24) hours after e-mail is

FORCE MAJEURE

 

If the performance of this Agreement or any obligation hereunder is prevented, restricted or interfered with by any act or condition whatsoever beyond the reasonable control of the affected Party, the Party so affected, upon giving prompt notice to the other Party, shall be excused from such performance, except for the making of payments hereunder, to the extent of such prevention, restriction, or interference, for so long as the non-performing Party uses reasonable efforts to resume performance.

GENERAL

 

• Entirety

This Agreement and/or its’ amendments from time to time sets forth and shall constitute the entire agreement between the Parties hereto with respect to the subject matter hereof and shall supersede any and all promises, representations, warranties or other statements whether written or oral made by or on behalf of one Party to the other of any nature whatsoever or contained in any leaflet, brochure or other document given by one Party to the other concerning such subject matter. As from the Effective Date, all previous arrangements, agreements, compromise, commitments, negotiation and moratorium executed hereto shall be superseded by this Agreement and/or its’ amendments from time to time.

• Waiver

The failure to exercise or any delay in exercising a right or remedy under this Agreement shall not constitute a waiver of the right or remedy or a waiver of any

other rights or remedies, and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.

• Assignability

The Parties may not transfer any rights or obligations it may have under this Agreement without the prior written consent of the other Party. This Agreement shall be binding upon and inure to the benefit of the parties, their legal representatives, successors, and permitted assignees.

• Severability

Any of the terms conditions, stipulations, provisions, covenants or undertakings contained herein which are illegal void prohibited or unenforceable in any respect under the law governing this Agreement or its performance, such illegality, invalidity or unenforceability shall be ineffective to the extent of such illegality, void, prohibitions or unenforceability without invalidating the remaining provisions hereof and any such illegality, void, prohibition or unenforceability shall not invalidate or render illegal, void or unenforceable any other terms conditions stipulations provisions covenants or undertakings contained herein.

• Governing Law and Jurisdiction

This Agreement is governed by and shall be construed in accordance with the laws of Malaysia, and the Parties hereby agree to submit to the exclusive jurisdiction of the Court of Malaysia.

• Time

Time is of the essence of this Agreement.

PERSONAL DATA PROTECTION ACT 2010

 

• The Parties are aware of the requirements of the PDPA in relation to Personal Data.

• In the event CWHB is provided or allowed access by the USER / MERCHANT to any Personal Data, CWHB shall ensure that it fully complies with the provisions of the PDPA and only deals with such Personal Data for the purpose of complying with its obligations under this Agreement and for no other

• CWHB shall fully cooperate and assist the USER / MERCHANT in relation to:

• any complaint or request made in connection with Personal Data, including by providing the USER / MERCHANT with full details of the complaint or request;

• any request made under the PDPA including a data access request, whereby it shall ensure that it meets the prescribed time periods set out in the PDPA and acts in accordance with the USER / MERCHANT’s reasonable instructions; and

• Any other reasonable request of the USER / MERCHANT including a request for any Personal Data held by

• Pursuant to the PDPA, the USER / MERCHANT hereby acknowledges that it is required toand hereby undertakes to inform and obtain consent of its Customers with regards to the disclosure of any form of the Customer’s personal data to CWHB for the purposes of CWHB carrying out its Service for the USER /

• The USER / MERCHANT hereby agrees that it shall indemnify the CWHB against any costs, loss, or damage which are incurred (whether direct or indirect) by CWHB by reason of the contravention of this Clause

CONSUMER PROTECTION ACT 1999 ANDCONSUMER PROTECTION (ELECTRONIC TRADE TRANSACTIONS) REGULATIONS 2012

 

• The Parties hereto are aware of the requirements of the abovementioned Acts and Regulations stated in Clause 19, in relation but not limited to Electronic Commerce Transactions and services provided

• Pursuant to the Acts and Regulations, the USER / MERCHANT hereby acknowledges that it is required to and hereby undertakes to inform and provide to its Customers all relevant information as warranted by the

• The USER / MERCHANT hereby agrees that it shall indemnify the CWHB against any costs, loss, or damage which are incurred (whether direct or indirect) by CWHB by reason of the contravention of this Clause 19 and 20.

AGE OF CONSENT

 Age consent for joining Azadel Affiliate Program are 18 years old and above only. Any person below the age of consent are not allowed to participate in Azadel Affiliate Program.

TAX

 

Both Parties shall hereby adhere to the Income Tax Act 1967 and Guidelines on Taxation for Electronic Transactions 2019. The Parties hereby acknowledge the followings:

• Generally, income tax is imposed on the income of any person accruing in or derived from

• Any income in relation to Electronic Transactions (hereinafter referred to as “e- CT”) is deemed to be derived from Malaysia if it is associated to any activities in Malaysia regardless of whether that income is received in Malaysia or

• A non-resident person and/or an entity who and/or which derives income from e-CT may also be deemed to derive that income from Malaysia in relation to:

Special classes of income; and

And therefore are subjected to income tax law of Malaysia.