Terms of Services

1. Introduction

1.1 These terms of service (“Terms”) are prepared by ICAPX SDN. BHD. (Registration No. 202101022347 (1422647-A)) and its group of companies (collectively, “we”, “us” or “our”). These Terms shall be deemed and construed as a contract between you and us.

1.2 We are in the business of providing digital solutions and resources through our platform, namely, “icapx” which is available at https://icapx.com/ (the “Platform”). With such digital solutions and resources, we seek to redefine equity management in the Southeast Asian region to help every private company to leverage on its equity to drive business growth.

1.3 These Terms govern access to and use of the Platform, any of our websites and services (collectively, the “Site”) by site visitors (“Site Visitors”) and by individuals or entities who subscribe for the Services (as defined below) or create an account on the Platform (“Account”) and their Authorised Users (collectively, “Customers”). By using the Site or any of the Services, you as a Site Visitor or Customer accept these Terms (whether on behalf of yourself or a legal entity you represent). For the purpose of these Terms, an “Authorised User” of a Customer is an individual natural person, whether an employee, business partner, contractor, representative or agent of the Customer who is registered or permitted by the Customer to use the Platform and/or the Services for and on behalf of the Customer subject to these Terms. Customers and Site Visitors may be referred to in these Terms as “you” and “your” as applicable.

1.4 For the purposes of these Terms, “Services” shall mean our services of providing a cloud-based proprietary platform enabling:

1.4.1 digitalisation of cap table;

1.4.2 capital fund-raising;

1.4.3 setting up and management of employee share option plan (ESOP);

1.4.4 business valuation; and

1.4.5 such other services and/products which may be offered by us from time to time.

1.5 For the avoidance of doubt, all references to the “Site” in these Terms shall also include the Platform and/or the Services.

1.6 Please read these Terms carefully before accessing and/or using the Site. By using, accessing, browsing or continuing to use and browse the Site, you are deemed to have read, understood and agreed to be bound by these Terms.

1.7 Please also read our Privacy Policy, which is incorporated into these Terms by reference. Kindly note that these Terms and our Privacy Policy shall form a legally binding contract between you and us. If you do not agree to these Terms and/or our Privacy Policy, you shall immediately cease to access and/or use the Site and cancel your registration with us (if applicable).

2. Account Registration

2.1 Please note that the following are the requirements for you to register for an Account:

2.1.1 you must be eighteen (18) years or older on the date of registration;

2.1.2 all the information submitted by you to us are truthful and accurate in all respects;

2.1.3 you have not been previously removed by us from the Site;

2.1.4 you have full power and authority to enter into this binding contract and your use of the Site does not and will not violate any agreement, law, rules or regulations; and

2.1.5 you shall be responsible for all equipment, software and Internet access necessary to use the Site.

2.2 If you register for an Account on behalf of your organisation or entity, you represent and warrant that you are duly authorised to register for an Account on that organisation’s or entity’s behalf and bind them to these Terms (in which case, references to “you” and “your” in these Terms, save and except for in this sentence, refer to that organisation or entity).

2.3 Please note that by registering for an Account, you shall be deemed to have satisfied all the requirements set out above.

2.4 How to Register: In order to register for an Account, you will need to provide us with your name, gender, age, identity card number or passport number, contact details and/or some other personal information that are required and/or necessary. You agree to provide true, accurate, current and complete information to us and to maintain up-to-date information which are true, accurate, current and complete at all times by making additions or deletions to your Account, whenever required.

2.5 Account: You may not impersonate someone else, provide an email address other than your own, create multiple Accounts or transfer your Account to another person without our prior written approval and we reserve the right to decline a new registration or to cancel an Account at any time if we deem it fit to do so. By submitting your personal information to register for an Account, you acknowledge that you agree and accept our personal data notice and expressly consent to authorise us to process your personal data for such purposes as set out in our Privacy Policy.

2.6 Password: Upon registration for an Account, you will be required to set a strong password for your Account. You are responsible for maintaining the confidentiality of your Account password. You are also responsible for all activities that occur in connection with your Account. Your Account password shall be kept confidential at all times and you shall immediately notify us if there is any unauthorised use of your Account or any breach of security known to you. You shall be solely liable and responsible for the confidentiality of your Account password.

2.7 Valid Email Address: A valid email address is required in order for you to register for an Account to enable, amongst others, administrative emails to be sent to you. We may, at our absolute discretion, close any Accounts which have been registered with someone’s email address or with a temporary email address without giving any notice. We may also require you to validate your Account if we believe that you have been using an invalid email address.

3. Use and Access Rights

3.1 We hereby grant you a limited, non-exclusive and non-transferable license to access and use the Site for your internal business purposes and only as expressly permitted in these Terms and the Subscription Plan (as defined in Clause 6.1.2 below) for the Services which may be subscribed by you.

3.2 You agree and undertake that you shall not use or permit the use of the Site for any illegal purpose or in any manner inconsistent with the provisions of these Terms.

3.3 General Restrictions

You shall not (and shall not allow any third party to):

3.3.1 rent, lease, copy, transfer, resell, sublicense, lease, time-share, or otherwise provide access to the Site (in particular, the Subscription Plan) to a third party save and except for Authorised Users;

3.3.2 modify or create a derivative work of the Site or any portion of it;

3.3.3 reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or any part of the Site;

3.3.4 distribute any portion of the Site without our prior written consent;

3.3.5 access the Site for the purpose of building a competitive product or service or copying its features or user interface;

3.3.6 use the Site for purposes of product evaluation, benchmarking or other comparative analysis intended for publication without our prior written consent; or

3.3.7 use or permit the Site to be used for any illegal or misleading purpose, or any manner inconsistent with these Terms.

4. Ownership

4.1 Our Intellectual Property

4.1.1 All copyrights, trademarks, service marks, trade names, trade secrets, and other intellectual and proprietary rights throughout the world associated with the Site (collectively, “Intellectual Property”) are owned by us or, where applicable, third-party proprietors identified on the Site. No right or license is granted directly or indirectly to you to use or reproduce any Intellectual Property and you shall not claim any right, title or interest therein.

4.1.2 By accessing the Site, you agree to comply with all applicable laws, including but not limited to, copyright, trade secret and trademark laws, as well as other state, national and international laws and regulations which protect our Intellectual Property. You agree not to copy, distribute, republish, transmit, publicly display, publicly perform, modify, adapt, rent, sell, or create derivative works of any portion of our Intellectual Property. You also may not, without our prior written consent, mirror or frame any part of our Intellectual Property on any other server or as part of any other website. In addition, you agree that you will not use any robot, spider or any other automatic device or manual process to monitor or copy any of our Intellectual Property, without our prior written consent.

4.2 Permitted Download of Content and Materials

4.2.1 Without prejudice to Clause 4.1 and except as otherwise restricted by these Terms, we grant you permission on a non-exclusive, non-transferable, limited basis to copy and download content and materials (which are non-proprietary in nature) on the Site (“Permitted Content and Materials”) provided that we shall retain all Intellectual Property (if any) in and to the Permitted Content and Materials.

4.2.2 The Subscription Plan includes restrictions and requirements that outline the features that you will be able to use and/or access. Any violation by you of any of the provisions contained in this Clause 4 may result in the immediate termination of your right to use the Site, as well as potential liability for intellectual property, copyright or other proprietary right infringement or any other claims depending on the circumstances.

5. Restrictions on Use of the Site

5.1 By using the Site, you specifically agree not to engage in any activity or transmit any information that, in our sole discretion:

5.1.1 is illegal, or violates any federal, state or local law or regulation;

5.1.2 advocates illegal activities with the intent to commit them;

5.1.3 violates any third-party right, including but not limited to, right of privacy, right of publicity, copyright, trademark, patent, trade secret or any other intellectual property or proprietary rights;

5.1.4 is harmful, threatening, abusive, harassing, tortious, indecent, defamatory, sexually explicit or pornographic, discriminatory, vulgar, profane, obscene, libellous, hate speech, violent or inciting violence, inflammatory, or otherwise objectionable;

5.1.5 interferes with any other party’s use and enjoyment of the Site;

5.1.6 attempts to impersonate another person or entity;

5.1.7 falsely states, misrepresents or conceals your affiliation with another person or entity;

5.1.8 distributes computer viruses or other code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or electronic communications equipment;

5.1.9 interferes with, disrupts, disables, overburdens or destroys the functionality or use of any features of the Platform, or the servers or networks connected to the Platform and/or Services;

5.1.10 hacks or accesses without permission our proprietary or confidential records, those of another use or those of anyone else;

5.1.11 improperly solicits personal or sensitive information from other users, including but not limited to their addresses, credit card or financial account information or passwords;

5.1.12 decompiles, reverse engineers, disassembles, or otherwise attempts to derive source code from the Site;

5.1.13 removes, circumvents, disables, damages, or otherwise interferes with security-related features, or features that enforce limitations on use of the Site;

5.1.14 uses automated or manual means to violate the restrictions in any robot exclusion headers on the Platform, if any, or bypasses or circumvents other measures employed to prevent or limit access, for example by engaging in practices such as “screen scraping”, “database scraping” or any other activity with the purpose of obtaining list of users or other information;

5.1.15 modifies, copies, scrapes or crawls, displays, distributes, publishes, licenses, sells, rents, leases, lends, transfers otherwise commercialise any material or content on the Platform;

5.1.16 uses the Site for benchmarking, or to compile information for a product or service;

5.1.17 downloads (other than expressly permitted by these Terms), distributes, posts, transmits, performs, reproduces, broadcasts, duplicates, uploads, licenses, create derivate works from or offers for sale any content or other information contained on or obtained from or through the Site, by any means whatsoever except as provided for in these Terms or with our prior written consent; or

5.1.18 attempts to do any of the foregoing.

5.2 In addition, you shall not, and shall not permit others to, do the following with respect to the Services:

5.2.1 license, sub-license, sell, re-sell, rent, lease, transfer, distribute or time share or otherwise make any portion of the Services available for access by third parties except as otherwise expressly provided in these Terms; or

5.2.2 access or use the Services for the purpose of developing or operating products or services intended to be offered to third parties in competition with the Platform and/or the Services.

5.3 You acknowledge that we have no obligation to monitor your or anyone else’s access to or use of the Site for violations of these Terms. However, we reserve the right to do so for the purpose of operating and improving the Site (including without limitation for fraud prevention, risk assessment, investigation and customer support process, analytics and advertising), to ensure your compliance with these Terms and to comply with applicable law or the order or requirement of a court or governmental authority.

6. Subscription Plan and Payment Terms

6.1 Subscription Plan

6.1.1 If you are interested to subscribe for any of the Services, you may register your interest by filling up the form on the Site at https://icapx.com/contact/. We will review your details and information before providing you with a free consultation in order for us to understand your business needs.

6.1.2 Following the free consultation, we will design and personalise a subscription plan for you based on your requirements and company size (“Subscription Plan”). We will also provide you with a fee quote in relation to the Subscription Plan (“Fee Quote”).

6.1.3 Upon your acceptance of our Fee Quote, you may thereafter access or use the Services which have been subscribed for by you pursuant to the Subscription Plan.

6.2 Payment Terms

You hereby acknowledge and agree that you shall pay any and all subscription fees in respect of the Subscription Plan (“Subscription Fees”) in accordance with the manner as follows:

6.2.1 we will, on or before the seventh (7th) day of each calendar month, issue to you an invoice setting out the total Subscription Fees for the preceding month (“Invoice”); and

6.2.2 the Subscription Fees as stated in each Invoice shall be paid by you to us in arrears within fourteen (14) days from the date of the Invoice.

6.3 Taxes

Any and all Subscription Fees are exclusive of all taxes, and you shall be responsible for paying any applicable taxes (including withholding tax, goods and services tax, value added tax, sales tax, consumption tax, stamp duty and transaction duties or any similar impost imposed or levied). You shall not deduct any applicable taxes from the payments to us, except as required by law. If such deduction is required by law, you agree that you will increase the amount payable as necessary so that after making all required deductions and withholdings, we will receive and retain (free from any such liabilities) an amount equal to the amount we would have received had no such deductions or withholdings been made.

6.4 No Refunds

Any and all Subscription Fees (and any other fees associated with the Subscription Plan) are non-refundable and non-creditable, except where required by law. Your Subscription Plan may be cancelled, and such cancellation takes effect at the end of your then-current subscription term (for example, if you are on a paid monthly subscription, the cancellation will take effect on the following month, but if you are on a paid annual subscription, the cancellation will take effect the following year). Further, if you do not pay the Subscription Fees on time, we reserve the right (at our sole discretion) to suspend your Account or remove subscription features from your Account.

7. Representations and Warranties

7.1 You represent and warrant to and for our benefit that:

7.1.1 if you are an individual, you are eighteen (18) years of age or older and that you have the capacity to contract under applicable laws;

7.1.2 if you are registering to use the Services on behalf of a legal entity, (i) such legal entity is duly organised and validly existing under the applicable laws of the jurisdiction of its organisation; and (ii) you, and any individuals utilising the Services on behalf of the legal entity are duly authorised by such legal entity to act on its behalf;

7.1.3 you are not prohibited or restricted from accessing and/or using the Site;

7.1.4 you have the full capacity, power and authority to execute, deliver, perform and observe these Terms;

7.1.5 you will not falsify or materially omit any information or provide misleading or inaccurate information requested by us in the course of, directly or indirectly relating to, or arising from your activities on the Site or use of any of the Services;

7.1.6 you shall employ reasonable anti-virus, anti-malware and other software and techniques to protect you and your Account from being the victim of a hack or of other malicious actions; and

7.1.7 these Terms will when executed constitute legally valid and binding obligations on you which are enforceable in accordance with their respective terms.

7.2 Our rights and remedies in respect of any breach of the representations and warranties contained in this Clause 7 by you shall not be affected by:

7.2.1 any failure to exercise or delay in exercising any right or remedy or by any other event or matter whatsoever, except in the case of a specific and duly authorised written waiver or release; or

7.2.2 any information we may have received or been given or have actual implied or constructive notice of prior to the breach,

8. Liability

8.1 Indemnification

Without prejudice to any other right or remedy which we may have against you, you undertake to indemnify, keep indemnified and hold us (including our advisers, consultants, agents and representatives) harmless from any and all actions, claims, demands, proceedings, investigations, liabilities or judgments and any and all losses, damages, costs, charges and expenses (on a full indemnity basis including all attorneys’ fees and any fines, fees or penalties imposed by any regulatory authority) of whatever nature which refer or relate to or arise, directly or indirectly, in connection with or arising out of:

8.1.1 your breach of any of the terms and/or conditions specified under these Terms;

8.1.2 your wilful, unlawful or negligent act or omission;

8.1.3 your violation of any law, rule or regulation, or the rights of any third party;

8.1.4 your breach of any of the representations and warranties given by you under these Terms; or

8.1.5 your conduct had caused damage or loss, directly or indirectly to us.

8.2 Limitation of Liability

In no event shall we be liable to you or any other person or entity whether under contract, tort (negligence), strict liability or any other legal or equitable theory in respect of any matter under these Terms for any amounts in excess of the total amounts paid or payable by you to us under these Terms during the previous three (3) months immediately prior to the date on which the cause of action accrued.

9. Site Availability and Accuracy

9.1 Access and Availability

9.1.1 You hereby acknowledge that access to the Site may become degraded or unavailable during times of significant volatility or volume.

9.1.2 Although we strive to provide you with excellent service, we do not guarantee that the Site will be available at all times without interruption. Please note that our customer support response times may be delayed, including during times of significant volatility or volume, especially for non-trust and safety issues.

9.1.3 We shall not be liable for any losses whatsoever resulting from or arising out of any unavailability or delays on the Site.

9.2 Website Accuracy

9.2.1 Although we intend to provide accurate and timely information on the Site, the Site may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. For the avoidance of doubt, the Site is provided to you on an “as is, where is” and “as available” basis. We express no representations or warranties, of any kind related to the Site or the materials contained on the Site.

9.2.2 In an effort to continue to provide you with as complete and accurate information as possible, information may, to the extent permitted by applicable laws, be changed or updated from time to time without notice to you, including without limitation information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Site are your sole responsibility and we shall have no liability for such decisions.

9.2.3 Links to third party materials (including without limitation any websites) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect whatsoever of the content or services contained in any such third party materials accessible or linked to from the Site.

9.2.4 We do not endorse, support, sanction, encourage, verify or agree with the comments, opinions or statements of third parties displayed on or transmitted via the Site. Any information or material placed on the Site by third parties reflect the views, and are the responsibility of, those who post such information or material, and do not necessarily represent our views.

10. Security

10.1 Security and Access Policies

10.1.1 The Internet is not a secure medium. We will use commercially reasonable efforts consistent with industry standards to the extent practicable and in accordance with applicable laws to protect the security of the Site and other systems utilised to provide the Services, including but not limited to using up-to-date anti-virus, security and firewall technology commonly used in the industry. You agree that you shall not take any actions that negatively affect the confidentiality, integrity and availability of our systems and information assets.

10.1.2 We may hold information in either electronic or hard copy form or retain third parties to hold that information on our behalf.

10.1.3 All our employees and data processors, who have access to, and are associated with the processing of your information, are obliged to respect the confidentiality of your information.

10.1.4 Unfortunately, no data transmission over the Internet or any wireless network can be guaranteed to be 100% secure. While we take commercially practical steps to protect your information, we cannot and do not accept responsibility for any authorised access, unlawful interceptions or loss of information transmitted to or from the Site, and are not responsible for the actions of any third parties that may receive such information.

10.1.5 If you become aware that Harmful Code (as defined herein) has infected the Site, then you shall notify us as soon as reasonably practicable, so that we may mitigate any potential adverse effects and undertake any further steps that may be applicable or required by applicable laws. For the purpose of this Clause 10.1.5, “Harmful Code” means computer instructions whose primary purpose or effect is to disrupt, damage or interfere with use of any computer or telecommunications facilities, including, without limitation, any automatic restraint, time-bomb, trap-door, virus, worm, Trojan horse or other harmful code or instrumentality that will cause a system to cease to operate or to fail to conform to its specifications. We will take commercially reasonable precautions to avoid, prevent, stop, find and eliminate the spread of any Harmful Code on the Site.

10.2 Password Security

10.2.1 In order to access the Site, you will be required to create or will be given security details, including a username and password. You are responsible for keeping the electronic device through which you access the Site safe and maintaining adequate security and control of any and all security details that you use to access the Site. This includes taking all reasonable steps to avoid the loss, theft or misuse of such electronic device and ensuring that such electronic device is both encrypted and password protected.

10.2.2 Any loss or compromise of your electronic device or your security details may result in unauthorised access to your Account by third parties and the loss or theft of any associated accounts. Hence, you must keep your security details safe at all times.

10.2.3 You should never allow remote access or share your computer screen with someone else when you are logged on to your Account. We will never under any circumstances ask you for your username, passwords, or 2-factor authentication codes or to screen share or otherwise seek to access your computer or Account. You should only provide your details to your Authorised Users and not to any third party.

10.2.4 We assume no responsibility for any loss that you may sustain due to compromise of your Account login credentials due to your own fault and/or failure to follow the requirements set out in this Clause 10 or follow or act on any notices or alerts that we may send to you.

10.3 Security Breach

10.3.1 If you suspect that your Account or any of your security details have been compromised or if you become aware of any other security incident (including a cyber-security attack) affecting you and/or us (together, a “Security Breach”), you must:

(a) notify us as soon as possible;

(b) continue to provide accurate and up-to-date information throughout the duration of the Security Breach; and

10.3.2 Failure to provide prompt notification of any Security Breach may be taken into account in our determination of the appropriate resolution of the matter.

10.4 Safety and Security of Your Computer and Devices

We are not liable for any damage or interruption caused by any computer viruses or other malicious code that may affect your computer or other electronic device, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that short message service (SMS) and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from us.

11. Term and Termination

11.1 Termination for Site Visitors

A Site Visitor may terminate its use of the Site at any time by ceasing any further use of the Site. We may terminate your use of the Site and deny your access to the Site in our sole discretion for any reason whatsoever, including but not limited to your violation of these Terms.

11.2 Term and Termination for Customers

11.2.1 Suspension of Access to the Site

(a) We may suspend your use of the Site, disable, suspend or terminate your Account (including the Subscription Plan) if we believe, on a reasonable and good faith basis, that you have violated any provision of these Terms.

(b) We will use commercially reasonable efforts to notify you prior to any such disablement, suspension or termination unless we reasonably believe that:

(i) we are prohibited from doing so under applicable law or under legal process, such as court or government administrative agency processes, orders, mandates and the like; or

(ii) it is necessary to delay notice in order to prevent imminent harm to us, the Site or a third party.

11.2.2 Term

The period of effectiveness of these Terms, with respect to the Site, begins on the date of which a Customer agrees to these Terms and shall continue to be full force and effect until its use of the Site ceases, including as a result of termination under Clause 11.2.

11.2.3 Subscription Term

The Subscription Plan will be made available to you for such period of time as shall be agreed and specified in our Fee Quote (“Subscription Term”) unless and until:

(a) you terminate your Subscription Plan and/or Account in accordance with Clause 11.2.4;

(b) we terminate your Subscription Plan and/or Account in accordance with Clause 11.2.5;

11.2.4 Termination by Customer

You may terminate your Subscription Plan and/or Account at any time upon ten (10) days’ advance notice to us. If you wish to do so, you shall be obligated to provide such notice by contacting us using the contact details provided in Clause 13.15. In the event of termination of your Account, the Subscription Plan will be automatically terminated and we shall have no obligation to refund you any monies in respect of the Subscription Plan which has been terminated.

11.2.5 Termination by Us

(a) A Customer will be in default of these Terms if:

(i) it fails to timely pay any amount owed to us;

(ii) it or its Authorised User breaches any provision of these Terms or violates any published policy applicable to the Site; or

(iii) in our sole discretion, we believe that continued use of the Site by the Customer (or its Authorised Users) creates legal risk for us or presents a threat to the security of the Site or our users.

(b) If a Customer is in default, we may, without notice:

(i) suspend its Account and use of the Site;

(ii) terminate its Subscription Plan and/or Account;

(iii) charge reactivation fees in order to reactivate its Account; and

(iv) pursue any other remedy available to us.

11.2.6 Effect of Termination

If these Terms or are terminated for any reason:

(a) you shall immediately pay to us any amounts that have accrued before, and remain unpaid as of, the date of the termination;

(b) any and all of your liabilities to us that have accrued before the effective date of the termination shall survive even after the termination;

(c) all licenses and use rights granted to you with respect to the Site and our Intellectual Property shall immediately terminate on the date of termination of these Terms; and

(d) our obligations to you under these Terms shall immediately terminate on the date of termination of these Terms.

12. Confidentiality

12.1 You shall not, whether directly or indirectly, use or disclose to any third party, or allow to be used or disclosed any confidential information concerning us or our Customers, save and except where the use or disclosure is required by law or any governmental authority or with our prior written approval to the use or disclosure.

12.2 Prior to use or disclosure of any confidential information as required by law or any governmental authority, you shall promptly notify us or the relevant users (as the case may be) of such requirement with a view to providing us or the relevant users (as the case may be) with the opportunity to contest such use or disclosure or otherwise to agree the timing and content of such use or disclosure.

12.3 The provision of this Clause 12 shall continue to apply after the termination of these Terms without limit in point of time.

13. General

13.1 Entire Agreement

These Terms and any revision of the same contain the entire understanding between you and us and supersede any other understandings, inducements or conditions, express or implied, oral or written.

13.2 Waiver

Our delay or failure to enforce, at any time, any provision of any of these Terms shall not be construed as a waiver of our right to enforce the breach of such provision or any other provision in these Terms or as a waiver of any continuing, succeeding or subsequent breach of any provision or other provision in these Terms. No granting of time or other forbearance or indulgence by us to you shall in any way release, discharge or otherwise affect your liability under these Terms.

13.3 Binding Terms

These Terms and any revision to the same shall be binding upon you.

13.4 Changes to these Terms

13.4.1 We may, from time to time, modify, update or amend these Terms to reflect changes in law, our group of companies, the Site or advances in technology, without giving any notice to you. We will post the updated Terms on the Site which shall be effective immediately upon being posted on the Site.

13.4.2 Please take note to periodically review these Terms and carefully review any changes made to these Terms.

13.5 Interpretation

In these Terms:

13.5.1 words denoting persons includes natural persons, partnerships, limited liability partnerships, bodies corporate and unincorporated associations of persons;

13.5.2 the headings and titles for each clause are purely for ease of reference and do not form part of or affect the interpretation of these Terms; and

13.5.3 references to “include” and “including” shall be deemed to mean respectively “include(s) without limitation” and “including without limitation”.

13.6 Severability

If any provision of these Terms is or may become invalid or unenforceable under any written laws, or is found by any court or administrative body or competent jurisdiction to be, illegal or prohibited, such provision shall be ineffective to the extent of such illegality, invalidity, prohibition or unenforceability. The remaining provisions of this Terms shall remain in full force and effect.

13.7 No Partnership/Agency

Nothing in these Terms shall be construed to create a joint venture, partnership or agency relationship between you and us and neither party shall have the right or authority to incur any liability, debt or cost or enter into any contracts or other arrangements in the name of or on behalf of the other.

13.8 No Other Terms

Except as expressly stated in these Terms, all warranties, conditions and other terms, whether express or implied, by statute, common law or otherwise are hereby excluded to the fullest extent permitted by law.

13.9 Force Majeure

We shall not be liable for any breach of our obligations under these Terms where we are hindered or prevented from carrying out our obligations by any cause outside our reasonable control, including by lightning, fire, flood, extremely severe weather, strike, lock-out, labour dispute, act of God, pandemic, war, riot, civil commotion, malicious damage, failure of any telecommunications or computer system, compliance with any law, accident (or by any damage caused by any of such events).

13.10 Notices

All notices, waivers, authorisations, approvals, consents, demands or other communications under these Terms must be in writing and in English and sent by using the contact details provided in Clause 13.15. They may be given, and will be deemed received (a) by registered post: three (3) business days after posting; (b) by hand: on delivery; (c) by email: on receipt of a delivery return mail from the correct address.

13.11 Third-Party Rights

All provisions in these Terms apply equally to and are for our and our third-party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf (save that these Terms may be varied or rescinded without the consent of those parties). Subject to the previous sentence, no provision of these Terms is otherwise enforceable pursuant to the relevant local governing laws by any person who is not a party to it.

13.12 Remedies Not Exclusive

Any remedy or right conferred upon us for breach of any of the provisions of these Terms shall be in addition to and without prejudice to all other rights and remedies available to it.

13.13 Assignment

You may not assign your rights or obligations under these Terms without our prior written consent. If consent is given, these Terms will bind your successors and assigns. Any attempt by you to transfer your rights, duties or obligations under these Terms except as expressly provided in these Terms is void. Notwithstanding the foregoing, we may freely assign our rights, duties and obligations under these Terms to any other party.

13.14 Governing Law and Jurisdiction

These terms shall be governed by, and construed in accordance with, the laws of Malaysia and the parties hereto hereby submit to the exclusive jurisdiction of the Courts of Malaysia.

13.15 How to Contact Us

If you have any question/enquiry in respect of these Terms, you may contact us at:

Telephone Number: +6017 7630 963

Email Address: info@icapx.com

For the attention of: Mr. Gan Ming Chiek