Last Updated: December 2022
1.1.1 By purchasing, accessing or using any Product (defined below) from MyPropertyBuddyExpert or MyProperty Data, as applicable (each defined below), You (defined below) conclude a legally binding agreement with Us(defined below), which consists of:
(a) the Sales Order (defined below);
(b) these Terms of Purchase (defined below), including this Section 1 (Terms Applicable to All Purchases), together with the specific terms that apply to the type of Product You have purchased, as set out in the relevant section(s) below referring specifically to that Product;
(d) any other terms and conditions that MyPropertyBuddyExpert or MyProperty Data, as applicable, may specify in writing as applicable to the Purchase of certain Products (including, without limitation, any terms and conditions published on the Platform and/or AgentNet (each defined below)),
(together, the “Terms”).
1.1.2 You accept without limitation or qualification, and agree to comply with, the Terms at all times.
1.1.3 In the event of any inconsistency among the Terms, unless stated otherwise in writing, the Terms shall apply in the order of precedence set forth in Section 1.1.1 above
1.1.4 MyPropertyBuddyExpert or MyProperty Data, as applicable, may amend the Terms at any time without notice to You. The amended Terms will be made available on the Platform or AgentNet (as applicable). Such amended Terms shall be effective from the date so indicated by Us. You are advised to check for amendments to the Terms regularly, prior to using any Products, or entering into any transaction on the Platform or AgentNet or with MyPropertyBuddyExpert or MyProperty Data, as applicable. You expressly waive any right to receive specific notification of such amendments or updates by email or any other form of communication. Your continued use of the Platform and/or any Product following the posting of any amendments on the Platform shall constitute Your agreement to the amended Terms.
1.1.5 The Terms constitute the entire agreement between MyPropertyBuddyExpert or MyProperty Data, as applicable, and You in relation to their subject matter and supersede any prior agreements, discussions, representations and undertakings between the parties (whether written or oral).
1.1.6 Except as expressly set out in the Terms, any person not a party to the Terms shall acquire no rights whatsoever.
1.2.1 In these Terms of Purchase, unless the context otherwise requires:
“Ad Credit” means a type of Product which enables You to post, report, turbo, boost or spotlight your Listing, or other actions determined by MyPropertyBuddyExpert;
“Advertisement and Content Guidelines” means the advertisement and content guidelines made available on AgentNet (https://agentnet.MyPropertyBuddyExpert.com.my/ex_guidelines);
“Advertisement” or “Listing” means any listing or advertisement material placed by You or on Your behalf through MyPropertyBuddyExpert on the Platform or any other online or offline medium (including a Newsletter) that advertises real estate property (residential or commercial), property developments, corporate branding, Your services as a real estate sales person and/or any other services or products that MyPropertyBuddyExpert may allow You to advertise or promote from time to time. For the avoidance of doubt, “Advertisement” and “Listing” shall include any advertisement, listing or content You authorise or request MyPropertyBuddyExpert (in writing or verbally) to publish or upload on Your behalf using material from Your website or material that You have provided to MyPropertyBuddyExpert or directed MyPropertyBuddyExpert to use;
“Advertising Services” shall have the meaning ascribed to it in Section 3;
“AgentNet” means the platform through which agents create and manage their MyPropertyBuddyExpert accounts, messages and Listings, which is accessible through https://agentnet.MyPropertyBuddyExpert.com.my/ex_login;
“Confidential Information” means all information which is expressly marked as confidential or which is manifestly of a confidential nature or which is confirmed in writing to be confidential within seven (7) days of its disclosure, including without limitation confidential information contained or embodied in the Products and the Product Materials, all confidential information conveyed to You by training, the business structure, financial model, pricing policy, marketing strategies, customer and employee details and the Intellectual Property Rights of MyPropertyBuddyExpert and MyProperty Data, as applicable;
“Content” means the content and material of an Advertisement and any other content and instructions provided by You to MyPropertyBuddyExpert that are reasonably required by MyPropertyBuddyExpert in order to publish Your Advertisement or enable You to use or access the Products. For the avoidance of doubt, Content shall include (without limitation) Content uploaded to the Platform and disseminated via EDM or SMS campaigns;
“Customer Content” shall have the meaning ascribed to it in Section 4.3;
“Data Supplier” means the source and/or supplier of any data or information used, adopted, collected and processed by Us for purpose of the Products including without limitation any public records or real estate regulatory authorities (e.g. Pusat Maklumat Harta Tanah Negara (NAPIC), Jabatan Pernilaian dan Perkhidmatan Harta (JPPH));
“EDM” means any electronic direct mailer service provided by MyPropertyBuddyExpert;
“EDM and SMS Campaign Services” shall have the meaning ascribed to it in Section 5.1;
“FastKey Products” shall have the meaning ascribed to it in Section 7.1;
“HDCLA” means the Housing Development (Control and Licensing) Act 1966;
“Intellectual Property Rights” means all intellectual property rights (throughout the universe, all media, now existing or created in the future, for all versions and elements, in all languages, and for the entire duration of such rights) arising under statutory or common law, contract, or otherwise, whether or not perfected or registered, including without limitation:
(a) all copyright applications, copyright registrations and synchronisation rights;
(b) rights associated with trademarks, service marks, trade names, logos and the application for registration and registrations of trademarks and service marks;
(c)rights relating to the protection of trade secrets and confidential information;
(d)rights analogous to those set forth in this definition and any and all other proprietary rights relating to intangible property; and
(e)divisions, continuations, renewals, reissues and extensions of the foregoing (as and to the extent applicable) now existing, later filed, issued or acquired.
“Marketing Content” shall have the meaning ascribed to it in Section 5.2;
“MyProperty Data” means MyProperty Data Sdn Bhd and, where the context so requires, shall include its affiliates, successors, licensees, assigns, officers, directors, shareholders, members, managers, employees and agents;
“Newsletter” means any newsletter or announcement that MyPropertyBuddyExpert may make available through any online or offline medium from time to time, including without limitation, MyPropertyBuddyExpert’s daily market news, agent handbook and property blog;
“Platform” means the MyPropertyBuddyExpert.com.my, fastkey.MyPropertyBuddyExpert.com, propertyadvisor.my, vms.com.my, MyPropertyBuddyExpertgroup.com/datasense/ and my-property.com.my desktop websites, mobile websites and mobile applications and any other website or platform owned and/or operated by MyPropertyBuddyExpert or MyProperty Data;
“Price” means monetary consideration in exchange for Product;
“Prime Credit” means a type of Product which enables You to book, reserve and extend featured agent slots and to Purchase other premium features in relation to Your Listing, or other actions determined by MyPropertyBuddyExpert;
“Product” means any product, service, package or subscription (or a combination thereof) offered by MyPropertyBuddyExpert or MyProperty Data, as applicable, via its authorised sales agents or the Platform, including (without limitation) access to AgentNet to manage Listings on the Platform, access to fastkey.MyPropertyBuddyExpert.com and vms.com.my and any ancillary or associated service that We agree in writing to provide to You;
“Product Material Claims” shall have the meaning ascribed to it in Section 6.10;
“Product Materials” means any results, output or any information produced from the use of the Research Data or Valuation Management Tools, including without limitation, any current or historical data, research, opinion, comparison, valuation method, assumptions, predictions, conditions, analysis and other data and information as may be contained therein and for the avoidance of doubt, with respect to the Valuation Management Tools, “Product Materials” shall exclude any modifications, variations, amendment or alteration made by You to the Product Materials thereafter;
“MyPropertyBuddyExpert” means MyPropertyBuddyExpert International (Malaysia) Sdn Bhd and, where the context so requires, shall include its affiliates, successors, licensees, assigns, officers, directors, shareholders, members, managers, employees and agents;
“Purchase” means the purchase, subscription, access and/or use of a Product from MyPropertyBuddyExpert or MyProperty Data, as applicable and “Purchased” shall be construed accordingly;
“Research Data” shall have the meaning ascribed to it in Section 6.1;
“Sales Order” means the sales order, invoice, quotation, email, document or electronic interface which You sign or otherwise indicate Your agreement to, for the purchase, subscription, access and/or use of the Products;
“Security Deposit” shall have the meaning ascribed to it in Section 6.4.1;
“Terms of Purchase” means all of the terms and conditions as set out herein;
“User Data” shall have the meaning ascribed to it in Section 6.9.1;
“VAEAA” means the Valuers, Appraisers, and Real Estate Agents Act 1981;
“VAEAR” means the Valuers, Appraisers, and Real Estate Agents Rules 1986;
“Validity Period” shall have the meaning ascribed to it in Section 1.3.2;
“Valuation Management Tools” shall have the meaning ascribed to it in Section 6.1;
“We”, “Our” or “Us” means MyPropertyBuddyExpert or MyProperty Data, as the context may require;
“Webpage” shall have the meaning ascribed to it in Section 4.1;
“Website Creation Services” shall have the meaning ascribed to it in Section 4.1;
“You” or “Your” means the customer (i.e., the person or entity purchasing the Product and entering into the Terms with MyPropertyBuddyExpert or MyProperty Data as applicable).
1.2.2 In these Terms of Purchase, unless the context otherwise requires, any reference to:
(a) “including” shall be construed as “including without limitation” (and cognate expressions shall be construed similarly);
(b) Sections are to sections of these Terms of Purchase;
(c) persons include individuals, unincorporated bodies, companies and corporations;
(d) a provision of law is a reference to that provision as amended or re-enacted from time to time; and
(e) words importing the plural shall include the singular and vice versa.
1.3 Purchase of Product
1.3.1 All Products must be Purchased either through the Platform, or via an authorised sales agent of MyPropertyBuddyExpert or MyProperty Data, as applicable. For the avoidance of doubt, the Terms shall apply to Purchases made both via the Platform and Our authorised sales agents. You further acknowledge that the Products may include various forms of communication from us, including emails, messages, newsletters and other service announcements.
1.3.2 You acknowledge and agree that, unless otherwise specified by MyPropertyBuddyExpert or MyProperty Data, as applicable, in writing,(a) any Product You purchase from MyPropertyBuddyExpert is valid for (i) in the case of agent subscription packages, entitlements and Ad Credits accessible through AgentNet, 12 months from the date of Purchase, or (ii) in the case of Matterport related products purchase from MyPropertyBuddyExpert, up to 24 months from the date of Purchase or (iii) in the case of all other Products Purchased from MyPropertyBuddyExpert (including Prime Credits), 12 months from the order date set out in the Sales Order; and (b) any Product You purchase from MyProperty Data is valid for the period set forth in the applicable Sales Order (in each case, the “Validity Period”).
1.3.3 In the event that at the expiry of the Validity Period You have not fully utilised the Product(s) that You have purchased, You shall immediately and without notice forfeit the unutilised portion of such Product. Notwithstanding the forfeiture of any Product or part thereof, You shall remain liable for all Product fees and You shall not be entitled to any refund or compensation for any unutilised Product or part thereof from MyPropertyBuddyExpert or MyProperty Data, as applicable, as a result of such forfeiture. If You purchase another Product following expiry of the Validity Period for a previous Product, You understand that any unutilised or forfeited Product will not be carried over to any subsequent Product purchased by You from MyPropertyBuddyExpert or MyProperty Data, as applicable.
1.3.4 You shall be liable for all transactions conducted using the Product and You shall not use the Product in any way that adversely prejudices and/or harms MyPropertyBuddyExpert, MyProperty Data or their respective affiliates, officers, employees, agents, partners or customers.
1.3.5 The Product purchased by You is for Your use only and cannot be sold, assigned, or transferred to any other person. You shall not transfer, sublicense or assign any of Your rights and obligations under the Terms without the prior written consent of MyPropertyBuddyExpert or MyProperty Data, as applicable.
1.3.6 Products may not be exchanged for other Products in full or in part, unless otherwise specified by MyPropertyBuddyExpert or MyProperty Data, as applicable, in writing.
1.4 Price and Product revisions
1.4.1 MyPropertyBuddyExpert or MyProperty Data, as applicable, reserves the right to:
(a) revise the Price of any of its Products at any time and without prior notice to You;
(b) vary the types and quantities of add-ons, features, services and/or other Products that may be offered to You in addition and/or ancillary to Your Purchase of a particular Product at any time; and
(c) vary or discontinue any Product at any time without notice to You.
1.4.2 Changes to our Prices for agent subscription packages, entitlements and Ad Credits accessible through AgentNet will be published on the Platform or AgentNet.
1.4.3 You shall not be subject to the revised price in the event that the revision occurs during the Validity Period of Your existing Product. The revised pricing shall apply when You subscribe for or purchase a new Product, or when You renew an existing Product after its Validity Period. Any revised pricing will apply at the end of the applicable month if the Product is purchased through a monthly subscription.
1.5 Payment and subscription renewals
1.5.1 You shall pay to MyPropertyBuddyExpert or MyProperty Data, as applicable, all fees and charges due and payable in connection with Your Purchase. You acknowledge that MyPropertyBuddyExpert or MyProperty Data, as applicable, is only obligated to activate or allow You to use Products upon Your acceptance and approval of the Terms and receipt by MyPropertyBuddyExpert or MyProperty Data, as applicable, of all fees and charges payable in connection with the Purchase being made.
1.5.2 If You shall adhere to (a) the payment method, (b) the payment frequency and (c) except with respect to the Research Data and Valuation Management Tools for which and all invoices must be paid within 30 days of the invoice date, the payment due date set out in Your Sales Order. MyPropertyBuddyExpert and MyProperty Data, as applicable, shall not be held responsible or liable for any damage or loss suffered by You in connection with the required payment method.
1.5.3 If You are required to pay via cheque, You understand that proof of postage of the cheque is not proof of payment of fees. Fees are only deemed to be paid upon the cheque being cleared by any bank of choice of MyPropertyBuddyExpert or MyProperty Data, as applicable. MyPropertyBuddyExpert and MyProperty Data are not responsible for any loss of or damage to any cheque and You shall be liable to pay to MyPropertyBuddyExpert or MyProperty Data, as applicable, any administrative fees incurred by MyPropertyBuddyExpert or MyProperty Data, as applicable, in the event that the cheque does not clear for any reason whatsoever.
1.5.4 All Purchases must be supported by an invoice. MyPropertyBuddyExpert or MyProperty Data, as applicable, may send invoices to You by email or any other electronic method. Invoices are deemed to be received by You at the time of transmission in readable form. Any failure to receive an invoice does not relieve You of liability for payment of any fees. In the event that You have made the Purchase through an authorised sales agent of MyPropertyBuddyExpert or MyProperty Data, as applicable, please ensure that the authorised sales agent has issued You with an invoice upon making the necessary payment. MyPropertyBuddyExpert and MyProperty Data shall not entertain any claims that are not supported by an invoice.
1.5.5 In the event that any payment due to MyPropertyBuddyExpert or MyProperty Data, as applicable, is received subsequent to its due date, late payment interest shall accrue and be payable thereon before as well as after judgment at the rate of 8% per annum, or such other interest rate determined by MyPropertyBuddyExpert or MyProperty Data, as applicable, in its sole discretion, calculated on a daily basis from the date that payment is due until the date of actual receipt of such payment, including the interest thereto, by MyPropertyBuddyExpert or MyProperty Data, as applicable.
1.5.6 For the avoidance of doubt, all fees are exclusive of tax (including but not limited to any government sales and services tax (“SST”) that may be applicable. You shall be responsible for the payment of all applicable taxes, duties or levies in respect of Your Purchase at the rates and in the manner prescribed by law.
1.5.7 In the event that You fail to make payment of any fees due under the Terms, You acknowledge and agree that We shall be entitled to take such steps against You to recover any fees owed to Us including commencing legal proceedings against You for the recovery of the same. You agree to indemnify and hold Us harmless against all costs and expenses, including legal fees, which We may reasonably incur in the taking of such steps.
1.5.8 MyPropertyBuddyExpert may, from time to time, issue You credits (such as Ad Credits, Prime Credits, re-listing credits, etc) that may, where applicable, be used to offset the fees payable for a certain Purchase. You will be notified, by way of a notification on AgentNet or by way of email to You, of the types of Products for which the credits may be used. MyPropertyBuddyExpert reserves the right to vary the pricing, quantity and type of credits that may be used to offset the fees payable for a certain Purchase in its sole discretion at any time during the Validity Period and such variation shall come into effect immediately and without prior notice and/or reference to You. Any variation to the credits that may be used to offset the fees payable for a certain Purchase will be visible on AgentNet.
1.5.9 We reserve the right to charge at any time subscription fees for access to the Products or any part or content thereof or for the use of any special feature comprised therein.
1.6 Refund policy
1.6.1 Unless otherwise specified herein, any payment obligations herein are non-cancellable and there shall be no refund for any fees paid to MyPropertyBuddyExpert or MyProperty Data, as applicable.
1.6.2 You may cancel an agent subscription package within the first 30 days following the commencement of the subscription period, provided that You are a first time subscriber to a MyPropertyBuddyExpert subscription package and Your subscription is for a “Basic” or “Standard” level subscription package, by notifying MyPropertyBuddyExpert in writing, specifying details of (i) the method of refund and (ii) details required for MyPropertyBuddyExpert to process the refund (including bank account number (if the refund will be processed by way of telegraphic transfer) or payee and method of postage (if the refund will be processed by way of cheque)).
1.6.3 Refunds will be paid by bank transfer to the bank account You have provided, or paid to You by way of cheque, which shall be sent to or collected by You. If You do not specify a method of postage, the cheque will be mailed to You via normal post. No refunds will be made for cancellations after the first 30 days of Your subscription or for optional add-ons or discretionary features, including credits.
1.6.4 You acknowledge and agree that:
(a) MyPropertyBuddyExpert shall not be responsible for any loss or damage incurred by You as a result of MyPropertyBuddyExpert’s inability to process a refund because of incorrect information provided by You; and
(b) MyPropertyBuddyExpert’s obligation to make a refund is fulfilled at the point of transfer of the refunded sum to the bank account that You have provided. In the event that the refund is made by way of cheque, MyPropertyBuddyExpert’s obligation to You is fulfilled when the cheque is mailed or collected by You (as the case may be). In the event that You request for the cheque to be mailed to You via registered post or courier, You agree to MyPropertyBuddyExpert deducting from the refund such amount necessary for the cost of mailing the cheque to You using Your desired method of postage.
1.7 Your representations and warranties
1.7.1 You represent and warrant to us that at all times that:
(a) You have read and agree to be bound by the Terms; and
(b) You are at least 18 years old or have the necessary legal capacity, right, power and authority to form a binding contract or agree to the Terms in order to access the Products.
1.8 Your obligations
1.8.1 You will comply with all Your obligations set out in the Terms.
1.8.2 You will comply with all applicable international and local laws, rules, regulations, standards, codes, orders, directives and guidelines.
1.8.3 You are solely responsible for the set-up and configuration of your computer system (hardware, equipment and software) to ensure that you have optimal access to the Products at all times.
1.8.4 You acknowledge that the transmission of information over the Internet and other network services is inherently insecure and We cannot guarantee the privacy or security of any information transmitted over the Internet and other network services. You should take the necessary security measures (such as changing Your password regularly) to protect such information and You shall use your best efforts to prevent unauthorised access to your account. You shall immediately notify Us if you discover any unauthorised use of your account, user ID and/or password or any other breach of security. You shall not use any third-party software, hacks, mods or any method whatsoever to access, crawl or collect any information or data from the Products. Neither shall You use any software that intercepts, “mines” or otherwise collect information from or through the Products.
1.8.5 We reserve the right to require You to reset your user password from time to time. We further reserve the right to audit and electronically monitor the number of accesses and the frequency and duration of Your activity with the Products and/or request information for You to submit.
1.8.6 We may also terminate Your subscription to the Products at such time as You acquire, are acquired by or merge with another entity which, in Our reasonable opinion, is Our competitor. You further agree to promptly notify Us in the event of such a merger or acquisition. In the event You acquire, are acquired by or merge with another entity, including an existing customer, separate terms must be negotiated to add or combine any user/user groups.
1.8.7 In the case where You are an individual, only You may access the Products using your username and password. In the case where You are a legal entity, only Your authorised representative may access the Products using Your username and password. You shall not share your account with a third party or transfer your account to a third party.
1.8.8 With respect to the Advertising Services, You shall ensure that all Content supplied by You to MyPropertyBuddyExpert:
(a) is not confidential, unlawful or fraudulent;
(b) has not been uploaded or provided for an improper purpose;
(c) does not contain any material that is, or could reasonably be expected to be, offensive, discriminatory, defamatory, obscene, threatening, abusive, indecent or otherwise unlawful, including content that is likely to offend, insult or humiliate others based on race, religion, ethnicity, gender, age, sexual orientation or any physical or mental disability;
(d) is true, current and accurate, and does not provide any false information or misrepresent any law or fact, or overstate or convey a false impression of any relevant information;
(e) shall not be disparaging or prejudicial to or shall negatively affect MyPropertyBuddyExpert or its reputation, and/or exploit MyPropertyBuddyExpert’s business; and
(f) complies with MyPropertyBuddyExpert’s Acceptable Use Policy and the Advertisement and Content Guidelines.
1.9 Intellectual property
1.9.1 You expressly agree that these Terms shall not be deemed an agreement of sale and MyPropertyBuddyExpert or MyProperty Data, as applicable, retains all right, title and interest in the Products, the Product Materials, the Platform and the Newsletter, including all Intellectual Property Rights therein. Except as set forth in Section 6.8.1, You may not use any of MyPropertyBuddyExpert or MyPropertyData’s trademarks without the prior written consent of MyPropertyBuddyExpert or MyProperty Data, as applicable. All other names, products and marks mentioned are the Intellectual Property Rights of their respective owners. All rights not expressly granted herein are reserved to MyPropertyBuddyExpert or MyProperty Data, as applicable.
1.9.2 You hereby grant to MyPropertyBuddyExpert or MyProperty Data, as applicable a non-exclusive and royalty-free license to use and adopt Your logo, trade name, brand name and trademarks for marketing, distribution and publicity purposes and this license survives the termination of the Terms.
1.9.3 The following provisions apply to the Purchase of any Advertising Services:
(a) Nothing in these Terms of Purchase shall be construed or deemed as granting or providing to You any right, license, interest or permission to use or deal with any of Our intellectual property in any way including the right to copy, transfer, publish, store or create derivative works or use the same, and the right to use any of Our intellectual property (including registered and unregistered trademarks and trade names) in an unauthorised manner.
(b) In consideration of us providing Products to You, You grant Us an irrevocable, perpetual, transferable, world-wide, royalty free licence to use, copy, commercialise, licence to third parties and adapt for any purpose related to Our business any Content or material You upload onto the Platform or otherwise provide to Us, and this licence survives termination of the Terms.
1.10 Indemnities and limitation of liability
1.10.1 You shall indemnify and hold Us and Our affiliates, directors, officers, employees, agents, contractors, third party service providers and partners harmless from and against:
(a) any and all liabilities, actions, proceedings, claims, demands, costs and expenses (including legal expenses) arising out of or in connection with:
(i) Your use of any Product provided by MyPropertyBuddyExpert or MyProperty Data, as applicable, to You;
(ii) the Content and/or publication of Your Advertisement (if applicable);
(iii) any content, material, product or service provided by You to MyPropertyBuddyExpert or MyProperty Data, as applicable, to which members of the public (including users of the Platform) can access (including without limitation, any Intellectual Property Rights or industrial property rights, defamation, breach of confidentiality, privacy violation, false or deceptive advertising or sales practices);
(iv) Your violation of the Terms;
(v) claims from third parties arising out of Your cancellation and/or termination of the Terms; and/or
(vi) any negligent act, omission or wilful conduct, misconduct or fraud of You, its officers, employees, agents, servants or independent contractors; and
(b) any claim of ownership of the Content, Products, Product Materials, elements thereof, or rights in respect of same which is adverse to the rights and claims of MyPropertyBuddyExpert or MyProperty Data hereunder.
1.10.2 For the avoidance of doubt, You shall also indemnify Us against any and all liability, loss, damage, costs and expenses which We or a third party may incur or suffer whether direct or consequential (including any economic loss or other loss of profits, business or goodwill) as a result of any dispute or contractual, tortious or other claims or proceedings brought against Us by a third party alleging infringement of its Intellectual Property Rights by reason of Your use or exploitation of the Products, the Product Materials and/or publication of the Content.
1.10.3 Each indemnity in these Terms of Purchase is a continuing obligation and survives termination of the Terms or expiry of any Validity Period.
1.10.4 MyPropertyBuddyExpert and MyProperty Data each limits its liability for breach of any condition, warranty or guarantee that cannot be excluded to (at Our option) resupplying the relevant Product or paying the cost of having the Product resupplied. In no event shall the aggregate liability of MyPropertyBuddyExpert and MyProperty Data for any claims under or pursuant to the Terms exceed the aggregate fees actually paid by You to MyPropertyBuddyExpert or MyProperty Data, as applicable, for the preceding 12 month period at the point in time when the claim(s) is/are made against MyPropertyBuddyExpert or MyProperty Data, as applicable.
1.10.5 Notwithstanding any other provision in the Terms to the contrary and to the extent permitted by applicable law, under no circumstances shall MyPropertyBuddyExpert or MyProperty Data be liable for any direct, indirect, consequential or special loss or damage relating to (a) the content or the quality, or any error or omissions in the publication of any Advertisement; (b) disruptions or interruptions to the Internet that may affect Your Advertisement; (c) errors, delays or technological failures that may prevent MyPropertyBuddyExpert or MyProperty Data, as applicable from providing Products or related services or continuous operation of the Platform; (d) loss of Your data or Content; (e) damage, disruption or injury to Your Advertisement, webpage or website, or (f) any delay or failure in performance due to or caused by events beyond the reasonable control of MyPropertyBuddyExpert or MyProperty Data, as applicable, even if MyPropertyBuddyExpert or MyProperty Data, as applicable, was advised of the possibility of such damages or if such possibility was reasonably foreseeable.
1.10.6 Any claim or action of any nature whatsoever by You against MyPropertyBuddyExpert or MyProperty Data, as applicable, must be commenced within two (2) years after the date on which the cause of action arises, following which You shall have no further claim whatsoever against MyPropertyBuddyExpert or MyProperty Data.
1.10.7 You acknowledge and agree that the disclaimers and exclusions of liability set out in the Terms represent a fair and reasonable allocation of the risks and benefits of the contract between You and Us, taking into account all relevant factors including without limitation the value of the fees and payments provided by You. You further agree that these disclaimers and limitations shall be enforceable to the fullest extent permitted by applicable law in all jurisdictions worldwide.
1.11.1 You expressly understand and agree that:
(a) Your use of any Product is at Your own risk. Products are provided by MyPropertyBuddyExpert or MyProperty Data, as applicable, on an “as is” basis. MyPropertyBuddyExpert and MyProperty Data each expressly disclaims, to the extent permitted by law, all warranties and conditions, whether express or implied by statute, common law or otherwise, including any implied warranties of merchantability, fitness for a particular purpose and non-infringement;
(b) MyPropertyBuddyExpert and MyProperty Data, each make no warranty that:
(i) its Products will meet Your requirements;
(ii) its services will be uninterrupted, timely, secure and error-free;
(iii) its Products and services will be accessible at any time or at all times via the channel selected or used by You;
(iv) the quality of any Products, information or other material purchased or obtained by You from MyPropertyBuddyExpert or MyProperty Data, as applicable, will meet Your expectations;
(v) any errors in the Products or services of MyPropertyBuddyExpert or MyProperty Data, as applicable, will be corrected; and
(vi) the information and content provided on the Platform is complete, accurate or current.
1.11.2 For the avoidance of doubt, no advice or information, whether oral or written, obtained by You from MyPropertyBuddyExpert or MyProperty Data or any of their employees or agents shall create any condition, warranty or guarantee not expressly stated in the Terms.
1.12 Personal information
1.12.1 It is Your responsibility to ensure that Your AgentNet account (if applicable), personal information and contact details that You provide to us are true, accurate, current and complete at all times and that the email address and mobile number You provide to us are functioning and regularly monitored. You shall promptly advise us of any changes to Your personal information or contact details. We shall not be responsible for Your failure to receive invoices, Products or other information from Us if such failure is due to an error in the personal information or contact details that You have provided. We are not obliged to reissue, amend or cancel any Sales Order to correct errors or omissions in Your personal or billing information.
1.12.2 If You provide Us any information that is untrue, inaccurate, not current or incomplete, or We have reasonable grounds to believe that such information is untrue, inaccurate, not current or incomplete, We reserve the right to suspend or terminate your account and refuse any and all current or future use of the Products (or any part thereof).
1.12.4 MyPropertyBuddyExpert and MyProperty Data shall comply with applicable data protection laws relating to the collection, use, process, disclosure and retention of personal information.
1.12.5 You undertake that You will comply with all applicable data protection laws and will only collect, use, process, disclose and store personal information obtained through the Platform (including by users submitting enquiries on the Platform) for the sole purpose of contacting the person enquiring in relation to the specific property they have enquired about, unless advised otherwise by Us.
1.12.6 You acknowledge and agree that MyPropertyBuddyExpert or MyProperty Data, as applicable, may use Your name and photograph (if any) for the purposes of Our marketing, distribution and publicity activities. Following completion of any transaction between You and MyPropertyBuddyExpert or MyProperty Data, as applicable, MyPropertyBuddyExpert or MyProperty Data, as applicable, may use Your personal information for the purposes of publicising or sharing Our products and services to You or contacting You to obtain feedback unless You expressly notify MyPropertyBuddyExpert in writing via email to dpo@MyPropertyBuddyExpert.com.my or MyProperty Data in writing via email to firstname.lastname@example.org, as applicable, that You no longer wish to receive such information on Our products and services or be contacted by MyPropertyBuddyExpert or MyProperty Data, as applicable.
1.13.1 MyPropertyBuddyExpert or MyProperty Data, as applicable, may immediately terminate Your Sales Order or the Terms, terminate or suspend Your access to all or part of the Products or remove any of Your Advertisements (if applicable) at Our own absolute discretion without prior notice, in any of the following circumstances:
(a) if You fail fail to pay any amount due to MyPropertyBuddyExpert or MyProperty Data, as applicable, under the Terms within 30 days after the due date;
(b) if You commit a breach of any of Your obligations under the Terms;
(c) if any of the representations or warranties You make pursuant to the Terms are incorrect (including the representations in Section 1.7 and Section 3.4 (if applicable));
(d) if required by any law or regulation, or by any enforcement or other government agency or regulatory authority;
(e) if You, or Your Advertisement (if applicable), infringe any Intellectual Property Rights of MyPropertyBuddyExpert, MyProperty Data or any third party;
(f) if you have engaged in any fraudulent, unlawful or illegal activities;
(g) if (i) You cease to carry on business, (ii) You are declared insolvent or bankrupt, (iii) You enter into or become the subject of any resolution, order or proceeding related to Your liquidation, insolvency or receivership, (iv) an administrator, receiver or administrative receiver is or is likely to be appointed in relation to You or any of Your assets, or (v) You enter into any arrangement or composition with or for the benefit of Your creditors;
(h) in the event of discontinuance or material modification to the Platform or our services or part thereof; or
(i) in the event of any unexpected technical or security issues.
1.13.2 In the event We Terminate Your Sales Order or the Terms:
(a) Your access to the Product You have purchased shall be terminated;
(b) You shall forfeit all unutilised portions of the Product that You have purchased; and
(c) We shall be entitled in our sole discretion to delete Your account (including, if applicable, Your AgentNet account) and all related information, passwords, files, and content associated with or inside such account.
1.13.3 In the event MyPropertyBuddyExpert or MyProperty Data, as applicable, exercises its right to terminate Your Sales Order/the Terms, terminate or suspend Your access to all or part of the Products, or remove any of Your Advertisements (if applicable), You shall remain liable for all charges and fees due to MyPropertyBuddyExpert or MyProperty Data, as applicable, including without limitation, all unpaid fees for the remaining period of Your subscription term (if applicable).
1.13.4 MyPropertyBuddyExpert or MyProperty Data, as applicable, shall be under no obligation to refund the whole or any part of any fees paid by You in advance in the event We exercise Our right to terminate Your Sales Order or the Terms or terminate, suspend or remove Your Advertisements (if applicable) pursuant to Section 1.13.1 and You shall not be entitled to any compensation or indemnity, whether for loss of distribution rights, goodwill or otherwise, as a result of such termination, suspension or removal.
1.13.5 Termination of Your Sales Order or the Terms shall be without prejudice to any other rights or remedies MyPropertyBuddyExpert or MyProperty Data, as applicable, may be entitled to under Your Sales Order, the Terms, at law or in equity and shall not affect any accrued rights or liabilities nor the coming into or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.
1.14 Confidentiality of Information
1.14.1 You undertake to treat as confidential and keep secret all Confidential Information, provided that this clause shall not extend to information which is already public knowledge or becomes so at a future date (otherwise than as a result of a breach of this clause).
1.14.2 You shall not without the prior written consent of MyPropertyBuddyExpert or MyProperty Data, as applicable, divulge any part of the Confidential Information to any person except to any regulatory authorities to the extent as may be required under any applicable laws or regulations.
1.14.3 You shall indemnify MyPropertyBuddyExpert or MyProperty Data, as applicable, against any loss or damage which MyPropertyBuddyExpert or MyProperty Data, as applicable, may sustain or incur as a result of You failing to comply with such undertaking in this Section 1.14.
1.14.4 You shall promptly notify MyPropertyBuddyExpert or MyProperty Data, as applicable, if You become aware of any breach of confidence by any person to whom You divulge any of the Confidential Information and shall give MyPropertyBuddyExpert or MyProperty Data, as applicable, all reasonable assistance in connection with any proceedings which MyPropertyBuddyExpert or MyProperty Data, as applicable, may institute against such person for breach of confidence.
1.14.5 The foregoing obligations as to confidentiality shall remain in full force and effect notwithstanding any expiry of the Validity Period or termination of the Terms.
1.15.1 The Terms shall be governed by and construed in accordance with the laws of Malaysia, and any claims or disputes of whatever nature shall be subject to the non-exclusive jurisdiction of the courts of Malaysia.
1.15.2 Any failure by MyPropertyBuddyExpert or MyProperty Data, as applicable, to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. No waiver by MyPropertyBuddyExpert or MyProperty Data, as applicable, of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of the Terms.
1.15.3 Should any term, clause or provision hereof be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from these Terms and the Terms will be amended to give effect to the eliminated provision to the maximum extent possible.
1.16 Force majeure
1.16.1 No failure or omission by MyPropertyBuddyExpert or MyProperty Data, as applicable, to carry out its obligations or observe any of the stipulations or conditions of the Terms, shall give rise to any claims against MyPropertyBuddyExpert or MyProperty Data, as applicable, or be deemed a breach of the Terms, in the event that such failure or omission arises from a cause of force majeure, which includes acts of God, new statutory enactments or modifications, war or warlike hostilities, pandemics, epidemics, acts of terrorism, civil commotion, riots, blockades, embargoes, sabotage, strikes, lockouts, shortage of material or labour, delay in deliveries from sub-contractors, machine failure caused by force majeure, or any other event that is unforeseeable and outside the reasonable control of MyPropertyBuddyExpert or MyProperty Data, as applicable. Upon the occurrence of any event mentioned in this Section 1.16.1, MyPropertyBuddyExpert or MyProperty Data, as applicable, shall for the duration of such event(s) be relieved of any obligation under the Terms as is affected by the event(s) save that the provisions of the Terms shall remain in force with regard to all other obligations under the Terms which are not affected by the event(s).
1.17.1 Unless all otherwise specified herein, all notices from You to MyPropertyBuddyExpert regarding the Terms shall be sent via e-mail to enquiries@MyPropertyBuddyExpert.com.my (copying legal@MyPropertyBuddyExpert.com) and all notices from You to MyProperty Data regarding the Terms shall be sent via e-mail to email@example.com (copying legal@MyPropertyBuddyExpert.com). Communications delivered by email shall be effective when actually received by MyPropertyBuddyExpert or MyProperty Data, as applicable, in readable form.
1.17.2 MyPropertyBuddyExpert or MyProperty Data, as applicable, will send notices and other communications to You at the email address you have provided to Us. It is your sole responsibility to ensure that you provide Us with your current contact email address.
1.18.1 You may not assign, delegate or otherwise transfer, any license, right or obligation under these Terms, in whole or in part, without Our prior written consent. We, however, may assign, delegate or otherwise transfer any license, right or obligation under these Terms to any person or entity. Without limiting the generality of the foregoing sentence, the agreement formed hereunder shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
2. AGENTNET ACCESS
2.1.MyPropertyBuddyExpert may grant You access to an AgentNet account for the purposes of accessing or managing the Product You have purchased. This Section 2 (AgentNet Access) shall govern Your access to and use of Your AgentNet account.
2.2. Your AgentNet account will only be activated when the Product that You have purchased has been fully paid for, and such payment has been verified by MyPropertyBuddyExpert.
2.3. You are fully responsible for all transactions conducted using Your AgentNet Account.
2.4. You shall hold and operate only one AgentNet account to access and use the Products of MyPropertyBuddyExpert accessible through AgentNet.
2.5. The use of third party services or third party software to post Listings is strictly prohibited and is a violation of the Terms and may result in MyPropertyBuddyExpert suspending or terminating Your AgentNet account and/or Listings.
2.6. You shall ensure Your username and password for accessing Your AgentNet account are kept secure at all times. You shall be responsible for any use of any Product accessed using Your username and password by any person (whether authorised or otherwise) and You will be liable for any fees or changes incurred as a result of such use.
2.7. MyPropertyBuddyExpert reserves the right to access Your AgentNet account for moderation and/or investigation purposes at its sole discretion, without giving prior notice to You.
2.8. All activities carried out through Your AgentNet account must be in compliance with MyPropertyBuddyExpert’s Acceptable Use Policy, the Advertisement and Content Guidelines and all applicable laws, rules and regulations.
3. ADVERTISING SERVICES
This Section 3 (Advertising Services) shall apply to all Advertisements and marketing services that may be provided by MyPropertyBuddyExpert from time to time (the “Advertising Services”).
3.1. Submission of Content
3.1.1. All Content should be submitted to MyPropertyBuddyExpert through the methods and using the file format specified by MyPropertyBuddyExpert before the date of placement of the Advertisement. If Your marketing services package allows for an Advertisement to be placed immediately after submission on the Platform, You may submit Your Content to the Platform at any time.
3.1.2. In the event that You are unable to submit the Content through the Platform, or if MyPropertyBuddyExpert has so instructed, please send the Content to MyPropertyBuddyExpert via e-mail to enquiries@MyPropertyBuddyExpert.com.my or as otherwise advised by MyPropertyBuddyExpert, together with Your name, company, date of placement of Advertisement, Your Sales Order reference number (if any) and any other information specified by MyPropertyBuddyExpert.
3.1.3. MyPropertyBuddyExpert may in its sole discretion reject Your Advertisement, postpone the placement of Your Advertisement and charge You administrative fees, in the event You do not (a) provide the information set out in Section 3.1.2, (b) submit the Content in the prescribed format, or (c) submit the Content by the deadline prescribed by MyPropertyBuddyExpert.
3.1.4. In the event You fail to pay or submit Content as and when required, MyPropertyBuddyExpert may terminate Your Sales Order and You shall remain liable for the full sum of the fees indicated in the Sales Order.
3.1.5. MyPropertyBuddyExpert will use all reasonable endeavours to publish Advertisements on the required placement date and in the format and position requested by You, however we do not guarantee this and MyPropertyBuddyExpert shall not be liable for any failure to do so.
3.2. Placement of Advertisement
3.2.1. You acknowledge and agree that You are solely responsible for the content of Your Advertisements and any errors or omissions in the Content.
3.2.2. You acknowledge and agree that MyPropertyBuddyExpert’s role is as publisher only and not to review or check the accuracy of Your Content, and the publication of any Advertisement or the continuous availability of the Advertisement to the members of the public shall not constitute acceptance by MyPropertyBuddyExpert that such Advertisement complies with the Terms. MyPropertyBuddyExpert is not obliged to accept any requests to correct errors or omissions after Your Advertisement is published or repeated.
3.2.3. MyPropertyBuddyExpert reserves the right to approve or reject any Advertisement in its sole discretion without providing reasons to You.
3.2.4. In the event that You are, in MyPropertyBuddyExpert’s reasonable opinion, in breach of Section 3.3 or 3.4 or the terms of MyPropertyBuddyExpert’s Acceptable Use Policy or the Advertisement and Content Guidelines, You shall promptly comply with any direction given to You by MyPropertyBuddyExpert in relation to Your Advertisement, including any direction to delete, amend or update any Advertisement or part thereof. MyPropertyBuddyExpert may edit, amend or remove Your Advertisement or part thereof without notice to You if, in MyPropertyBuddyExpert’s reasonable opinion, You are in breach of Your obligations under the Terms or if required by any law or regulation, or by any enforcement or other government agency or regulatory authority.
3.2.5. MyPropertyBuddyExpert may from time to time make changes to the format or layout of its Platform or Newsletter without prior notice to You. This may result in changes to the format or layout of Your Advertisement. You acknowledge and agree that MyPropertyBuddyExpert, in its absolute discretion, may from time to time change how Your Advertisement is placed, positioned and presented.
3.2.6. You may request MyPropertyBuddyExpert to remove Your Advertisement after it has been published, however MyPropertyBuddyExpert shall not refund any fees or Products that You have paid for the withdrawn Advertisement and shall not be liable for any loss or damage suffered by You as a consequence of such withdrawal. You acknowledge that in certain circumstances, withdrawal of a published Advertisement is not feasible (e.g. an Advertisement published in an offline Newsletter). Where MyPropertyBuddyExpert is agreeable to withdraw the published Advertisement, MyPropertyBuddyExpert may charge You administrative fees (in its sole discretion) for such withdrawal.
3.3. Advertisement requirements
3.3.1. You shall ensure that:
(a) no Content submitted by You to MyPropertyBuddyExpert or uploaded on the Platform contains any references to MyPropertyBuddyExpert’s competitors or their branding, logos or websites;
(b) the Content You submit to MyPropertyBuddyExpert or on the Platform does not include any content, material or photographs posted or provided by another user of the Platform without their permission;
(c) any third party websites that may be linked or referenced in the Content You submit to MyPropertyBuddyExpert or on the Platform is relevant to the Content, and that any such third party website is not a website providing auctioneering or advertising services;
(d) all Content submitted by You or uploaded on the Platform complies with all applicable laws, rules and regulations relating to the placement of Your Advertisement, whether in the jurisdiction in which the Advertisement is placed, or the jurisdiction in which the targeted audience of the Advertisement resides;
(e) all Listings are placed in categories that best describes the services that You are providing. MyPropertyBuddyExpert reserves the right to re-locate the Listing to the correct category in its sole discretion. For example, a Listing concerning the sale of a property should be placed under the “for sale” or “buy” category, and a Listing concerning the rental or the letting of a property for rental should be placed under the “for rent” or “rent” category; and
(f) each Advertisement posted through AgentNet or on the Platform shall relate to one real property only.
3.3.2. You shall not use any HTML tags, bots or any means other than those provided on the Platform to manipulate Your Advertisement.
3.4 Your Representations and Warranties
3.4.1 You represent and warrant to us that at all times:
(a) You hold all necessary authorisations, licenses, consents, approvals, registrations and/or accreditations to publish or disseminate the Content and to advertise, sell or lease real estate, properties and property developments (including those that You advertise on the Platform and/or using the Product(s)), and You will not make any representations to Your clients that are inconsistent with this Section 3.4.1(a);
(b) You have the right to publish the Content without infringing the rights of any third party and without violating any law and all Content submitted by You to MyPropertyBuddyExpert does not violate or infringe upon any common law or statutory rights of any party including, without limitation, contractual rights, copyright and rights of privacy, and there shall not be contained in or incorporated into the Content and each and every part thereof provided by You to MyPropertyBuddyExpert, anything which would infringe or misappropriate any patent, mask work, design, copyright, trademark, trade name, service mark, database right, any application for any of the foregoing, moral right, trade secret right, any other personal or proprietary right, or any publicity or privacy right of any third party and no third party shall have any right to assert any claim of ownership or for infringement or misappropriation of any Intellectual Property Right as to any portion of the Content;
(c) You are a licensed housing developer under the HDCLA, in the event that You are placing an Advertisement or otherwise submitting or disseminating content/material in Your capacity as a housing developer;
(d) You are a licensed sales-person under the VAEAA, in the event that You are placing an Advertisement or otherwise submitting or disseminating content/material as a real estate sales person, and that You have complied with the VAEAA and the VAEAR; and
(e) You have obtained all necessary legal, regulatory and governmental approvals, licenses, consents and permits in relation to any promotional activity contained in the Advertisement.
4. WEBSITE CREATION SERVICES
4.1. This Section 4 (Website Creation Services) shall apply to all Products allowing for the building and/or customisation of a webpage (“Webpage”) based on a template provided by MyPropertyBuddyExpert (the “Website Creation Services”). You understand that the Webpage is built or customised for You, and You shall be solely responsible for the content and maintenance of the Webpage.
4.2. MyPropertyBuddyExpert owns all Intellectual Property Rights in the webpage templates and any other content/material that it provides to You for the purposes of building and/or customising the Webpage. MyPropertyBuddyExpert grants to You a non-exclusive, non-transferable, royalty-free and revocable license to use such templates and content/material for the purposes of creating and maintaining Your Webpage.
4.3. You shall own all Intellectual Property Rights in the content that You have supplied for the purposes of the Webpage (“Customer Content”). You acknowledge that You have sole responsibility for the use of any third party Intellectual Property Rights included in the Customer Content.
4.4. MyPropertyBuddyExpert shall not be responsible for the accuracy and/or functionality of the Customer Content in the form in which it is provided to MyPropertyBuddyExpert or as modified upon and in accordance with Your instructions for inclusion on the Webpage.
4.5. The Customer Content is Your sole responsibility and MyPropertyBuddyExpert shall not be responsible for Your failure to provide any services promoted on the Webpage.
4.6. You understand that MyPropertyBuddyExpert is under no obligation to review the Customer Content and inclusion of the Customer Content by MyPropertyBuddyExpert on the Webpage or the continuous availability of the Webpage to members of the public shall not constitute acceptance by MyPropertyBuddyExpert that such Customer Content complies with the Terms.
4.7. MyPropertyBuddyExpert reserves the right to remove access to any Webpage that does not comply with the Terms, without notice or liability to You.
5. EDM AND SMS CAMPAIGNS
5.1. This Section 5 (EDM and SMS Campaigns) shall apply to all Products relating to the conduct of marketing services delivered via EDM or SMS, as may be provided by MyPropertyBuddyExpert from time to time (the “EDM and SMS Campaign Services”).
5.2. For the purposes of this Section 5, “Marketing Content” means the content of an EDM or SMS and any other content and instructions supplied by You to MyPropertyBuddyExpert that are reasonably required by MyPropertyBuddyExpert in order to send the EDM or SMS.
5.3. You shall be responsible for reviewing and endorsing all Marketing Content before it is sent. MyPropertyBuddyExpert is unable to retract any Marketing Content once it has been sent or delivered.
5.4. You understand that MyPropertyBuddyExpert is under no obligation to review the Marketing Content and the dissemination of the Marketing Content shall not constitute acceptance by MyPropertyBuddyExpert that such Marketing Content complies with the Terms. Notwithstanding the foregoing, You agree that MyPropertyBuddyExpert may edit, amend or otherwise correct the Marketing Content prior to dissemination.
6. DATA, RESEARCH AND VALUATION MANAGEMENT PRODUCTS
6.1. This Section 6 (Data, Research and Valuation Management Products) applies to Products that enable You to access data, statistical information and analyses of data relating to real estate in Malaysia (“Research Data”) and manage the real estate valuation process (“Valuation Management Tools”). Research Data may include data or information that has been derived, combined or aggregated from one or more data sources. Research Data may be made available via the Platform, AgentNet, Newsletter or any other medium as may be determined by Us from time to time.
Subject to the Terms, We hereby grants You a limited, non-exclusive, revocable, personal, non-transferable, non-sub-licensable licence to use the Research Data and/or Valuation Management Tools purchased by or made available to You for Your strictly internal business purposes.
6.3.1 You agree and acknowledge that access to the Valuation Management Tools shall be by way of a fixed term or monthly subscription as specified in Your Sales Order.
(a) You shall be entitled to access and use the Products from the commencement date as set out in Your Sales Order until Your subscription with respect to the Products has expired or has been terminated (including any renewal option, if applicable).
(b) If your subscription is a fixed term subscription, the Sales Order will specify the term and whether you have an option to renew. If You have an option to renew, You are required to give Us written notice at least 30 days’ prior to the expiry of the preceding subscription term, stating your intent to renew. Upon your exercise of Your option to renew, your license is to be renewed on the same terms and conditions unless expressly agreed to otherwise.
(c) If your subscription is a monthly subscription, Your subscription will automatically renew at the expiration of Your current subscription term. If You do not wish to renew Your monthly subscription, You must provide at least 30 days’ prior written notice to MyPropertyBuddyExpert or MyProperty Data, as applicable, prior to the end of Your existing subscription term by emailing enquiries@MyPropertyBuddyExpert.com.my or firstname.lastname@example.org, as applicable.
6.4. Security Deposit
6.4.1. You shall pay to MyPropertyBuddyExpert or MyProperty Data, as applicable, a security deposit specified in the Sales Order (“Security Deposit”) by way of deposit as security for the due performance and observance of Your covenants hereunder.
6.4.2. The Security Deposit less any deductions of any outstanding sum for which You are liable to pay hereunder and remains unpaid as at the date of termination of the Terms or the Sales Order shall be returned to You free of interest within sixty (60) days from the date of such termination.
We undertake to provide training in the use of the Valuation Management Tools as set out in the Sales Order. We will provide any additional training sessions You require beyond the scope set out in Your Sales Order in accordance with Our standard applicable rates. You agree that the provision of training is subject to Our availability and all arrangement of training sessions shall be communicated to Us within thirty (30) days from the commencement date set out in Your Sales Order.
6.6.Limitations on Use
6.6.1 The Products and Product Materials provided or made available to You by MyPropertyBuddyExpert or MyProperty Data, as applicable, are granted for internal business purposes only;
6.6.2 Except as otherwise expressly set forth herein or specifically authorised by MyPropertyBuddyExpert or MyProperty Data, as applicable, You shall not:
(a) create any database, compilation or organised collection of data based upon the Products, Product Materials or any component thereof, including for internal business purposes;
(b) edit, modify, access, adapt, copy, translate, port, reproduce, republish, transfer, lend, sell, lease, rent, sub-license, assign or otherwise transfer or transmit any of the Products or Product Materials, except for the downloading of such information for Your own use (as permitted by this Section 6);
(c) prepare any derivative work based upon the Products or Product Materials or any component thereof;
(d) reverse engineer, disassemble or decompile the Products, Product Materials or any component thereof, or attempt to discover or disclose any source code related thereto;
(e) distribute, redistribute, sub-license, or resell the Products, Product Materials or any portion thereof, their media or output or otherwise make available to any other person the Products or Product Materials (in whole or in part);
(f) directly or indirectly use, rent, resell, change, recompile or manipulate any of the information or compilations of data, or any portion thereof, for commercial gain, nor for purposes of external distribution or publication;
(g) use the Products and/or Product Materials as part of any effort to compete with Us including without limitation, using the Products and/ or Product Materials to provide, alone or in combination with any other product or services, any services to any third party or any use that causes a reduction or loss of Product sales from an existing or potential customer;
(h) attempt to or actually disrupt, impair, interfere with, alter or modify the Products, Product Materials or presentation thereof;
(i) retransmit, distribute, disseminate, sell, publish or circulate charts, data or other information received through the Products and/or Product Materials to any third party without the Our express prior written consent;
(j) remove, erase or tamper with any copyright or other proprietary notice printed or stamped on, affixed to, or encoded or recorded on any of the Product Materials;
(k) use the Products and/or Product Materials for any purpose contrary to any law or regulation or any regulatory code, guidance or request; or
(l) use or present the Product or Product Materials in any way or for any purpose deemed to be inappropriate or misleading.
6.6.3 Your use of the Products and/or Product Materials shall comply at all times with Our Terms of Service and Acceptable Use Policy.
6.6.4 We may suspend or terminate Your access to the Products immediately if You breach any of the provisions in this Section 6.6, and We reserve the right to modify, alter or withdraw the Products at any time in its sole discretion and without notice to You.
6.6.5 In the event that You wish to distribute the Products and/or Product Materials or use the Products and/or Product Materials in any way not permitted under this Section 6, You must submit a request to Us in writing, including details of the Products and/or Product Materials that You intend to use, intent of use, manner of use, time frame of use and identity of the user. We may approve or reject any such request in Our sole discretion without providing reasons to You.
6.6.6 Where reproduction of the Products and/or Product Materials is permitted, You shall ensure that any analysis, manipulation or transformation of the Products and/or Product Materials is not presented in a manner that attributes or associates such data to or with MyPropertyBuddyExpert or MyProperty Data, as applicable, or represents such data as having been authorised by MyPropertyBuddyExpert or MyProperty Data, as applicable.
6.7 Warranty Disclaimer
6.7.1. You acknowledge that the data and information available on the Products have been compiled from User Data and public and private sources believed to be reliable and that We do not independently verify such data and information. Any reliance on the Products and/or the Product Materials shall be at Your or the end user’s own risk. The Product Materials are solely for Your general information and shall in no event be deemed to constitute any real estate, taxation, legal, accounting or any other professional advice.
6.7.2. Neither Us nor Our Data Suppliers shall be liable to You or any third party for any loss, damage, claim, expense, costs or liabilities whatsoever (including, without limitation, any direct or indirect damages for loss of profits, business interruption or loss of information) resulting from, arising directly or indirectly from or related to Your use (or the use of any third party) of the Products and/or the Product Materials in any way. You shall assume the sole responsibility for the selection of the Products and/or the Product Materials to achieve Your intended results, the use of the Products and/or the Product Materials and the results attained from such selection and use, including without limitation, any liabilities attributable to any modification, variation, amendment or alteration made by You to the Product Materials.
6.7.3 Unless otherwise expressly stated, all services, the Products and Product Materials are provided on an “as is” basis and We are not responsible for the availability, timeliness or functionality of the Products; any interruption, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorised access to, or alteration of the Products; deletion or failure to store any content; saved selections (if applicable) or personalisation settings. We are under no obligation to update or revise any of the Products or Product Materials.
6.7.4 We and Our Data Suppliers make no representations or warranties, and disclaim all representations and warranties, oral or written, express or implied, including without limitation, any representation and warranties as to merchantability, suitability, non-infringement, completeness or accuracy of informational content or any warranty arising from course of dealing, course of performance or usage in trade regarding the services or deliverables or any other matter pertaining to the Products and/or the Product Materials to the extent permissible by law.
6.7.5 We and Our Data Suppliers shall not be responsible for any errors, inaccuracies or omissions of the Products or the Product Materials. For the avoidance of doubt, no advice or information, whether oral or written, obtained by You from Us or Our officers, employees or agents shall create any condition, warranty or guarantee. Contents displayed on the Products may include materials, views and opinions of third parties which do not necessarily reflect Our position. Therefore we cannot and do not guarantee the accuracy or completeness of, or otherwise endorse, these materials, views and opinions.
6.8 Intellectual Property
6.8.1 The Intellectual Property Rights and all images, illustrations, designs, icons, graphs, charts, lists, photographs and other materials contained in the Product Materials are provided to You on a strictly limited use basis.
6.8.2 Except for the User Data, all rights, including without limitation, Intellectual Property Rights, title and interest with respect to the Products and Product Materials lie exclusively with Us and Our Data Suppliers and We reserve the right to grant licenses to access and use the Products to third parties.
6.8.3 To the extent any component of the Products may be offered under an open source license, We will make available the license to You and the provisions of that license may expressly override the terms herein or part thereof.
6.9 User Data and Product Materials
6.9.1 For purposes of this Section 6, “User Data” means any and all information You provide to Us, including but not limited to Your customer data, for processing by the Products and production of the Product Materials
6.9.2 You acknowledge and agree that You are solely responsible for obtaining all required consents from the relevant data subject including but not limited to Your customers in connection with any use of the User Data, which consent shall be compliant with all applicable data protection legislation and other privacy laws, rules and regulations.
6.9.3 You hereby consent that, by using the Products, We shall have the right to collect, use, disclose or process any User Data (including any personal information within the meaning of the Personal Data Protection Act 2010 of Malaysia) in accordance with the Personal Data Protection Act 2010 for purposes contemplated hereunder, including without limitation, for processing by the Products, internal record management purposes or such other internal business operation purposes as may be undertaken by MyProperty Data, or as required under applicable laws or regulations.
You shall defend Us and Our affiliates, directors, officers, employees, independent contractors, Data Suppliers, agents and affiliates, at Your sole cost and expense, against any and all demands, claims, actions, suits or other proceedings (“Product Material Claims”) against Us arising from or related to Our selection or use of the Product Materials, whether or not such use is in accordance with the Terms. You shall indemnify and hold Us harmless form any and all judgments, losses, liabilities, damages, costs and expenses (including without limitation, reasonable solicitors’ fees and disbursements) arising out of or incurred in connection with such Product Material Claims.
7. FASTKEY PRODUCTS
7.1. This Section 7 (FastKey Products) applies to all MyPropertyBuddyExpert FastKey software (including updates and upgrades), tools, content, support and any ancillary or associated service provided or made available to You by MyPropertyBuddyExpert from time to time (“FastKey Products”).
7.2. Subscription period
7.2.1. Notwithstanding anything to the contrary herein, unless otherwise agreed by MyPropertyBuddyExpert in writing, Your subscription period shall commence no later than two weeks’ from the Order Date set out in the Sales Order.
7.2.2. Unless otherwise agreed by MyPropertyBuddyExpert in writing or stated in the Sales Order, Your subscription will automatically renew at the expiration of Your current subscription term. If You do not wish to renew Your subscription, You must provide at least 45 days’ prior written notice to MyPropertyBuddyExpert prior to the end of Your existing subscription term by emailing myb2b@MyPropertyBuddyExpert.com.my.
7.3. Your acknowledgements and obligations
7.3.1. You acknowledge and agree that:
(a) You shall not sub-license, resell, reproduce, redistribute or provide access to any other person any FastKey Product, or any part thereof, unless otherwise agreed in writing by MyPropertyBuddyExpert;
(b) You shall not modify, create derivative works from, reverse engineer, decompile, disassemble or otherwise attempt to discover any trade secret contained in any FastKey Product or in any technology, or system used by MyPropertyBuddyExpert in connection with providing any FastKey Product, except and only to the extent that applicable law expressly permits You to do so despite this limitation;
(c) use any FastKey Product to process, transmit or otherwise make available any content that infringes or misappropriates the Intellectual Property Rights or proprietary rights of any third party;
(d) You shall not build a product or service using similar ideas, features, functions or graphics to any FastKey Product; and
(e) You shall not copy any ideas, features, functions or graphics of any FastKey Product or incorporate any portion of any FastKey Product into Your own programs or compile any portion of any FastKey Product in combination with Your own programs.
7.3.2. You acknowledge that Your ability to use FastKey Products may be affected by minimum system requirements or other factors.
7.4. Intellectual property
7.4.1. Subject to Your compliance with the Terms, in consideration of You purchasing or ordering FastKey Products from MyPropertyBuddyExpert, MyPropertyBuddyExpert hereby grants You a non-exclusive, non-transferable, royalty-free and revocable license to download, install, access and use the FastKey Products purchased by or made available to You for Your internal business purposes for the term of Your FastKey Product subscription.
7.4.2. Subject to the limited rights expressly granted in Section 7.4.1, MyPropertyBuddyExpert FastKey retains all rights, title and interest in and to the FastKey Products, including any and all Intellectual Property Rights, methods, materials, technologies, tools (including software tools), design code, templates, applications, techniques and other know-how developed by or for MyPropertyBuddyExpert. No rights are granted to You hereunder other than as expressly set forth herein.
7.4.3. MyPropertyBuddyExpert shall own all rights, title and interest, including all Intellectual Property Rights, in and to any improvements to FastKey Products and any new programs, upgrades, modifications or enhancements to FastKey Produces developed by MyPropertyBuddyExpert, including those developed for you or at Your request.
7.5. Support services
7.5.1. MyPropertyBuddyExpert will take reasonable steps to facilitate Your access to the FastKey Products for the duration of Your subscription period and will provide the following support services in connection with FastKey Products during the term of Your subscription:
(a) assisting and providing guidance on setting up FastKey Products for Your projects;
(b) providing fixes for software defects that may affect the FastKey Product; and
(c) providing feature updates to FastKey Products.
7.5.2. Support services shall be provided by MyPropertyBuddyExpert via phone, email and online during business hours, as arranged between You and MyPropertyBuddyExpert. Onsite support may be arranged where support cannot be provided remotely.
7.5.3. If MyPropertyBuddyExpert is at any time instructed by You to perform any additional services relating to FastKey Products that it considers to be in the nature of an increase or decrease in the scope of work set out in the Sales Order, MyPropertyBuddyExpert shall provide You a written estimate of its reasonable adjustment to subscription fees, if any, taking into account any reduction in work or other expense which might also occur as a result of the circumstances giving rise to the variation. MyPropertyBuddyExpert shall only carry out such additional services upon receipt of a written instruction from You, which instruction shall include the agreed adjustment to be made to MyPropertyBuddyExpert’s fees.
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