This Software License Agreement ("Agreement") is made and effective from the time and day you start using the Software between Wavelet Solutions Sdn Bhd ("Developer") and you or your company ("Licensee").
Developer has developed and licenses to users its software program marketed under the name Wavelet Enterprise Management Portal or EMP (the "Software").
Licensee desires to utilize a copy of the Software.
NOW, THEREFORE, in consideration of the mutual promises set forth herein, Developer and Licensee agree as follows:

License.

Developer hereby grants to Licensee a non-perpetual license, non-exclusive, limited license to use the Software as set forth in this Agreement.

Restrictions.

Licensee shall not modify, copy, duplicate, reproduce, license or sub-license the Software, or transfer or convey the Software or any right in the Software to anyone else without the prior written consent of Developer; provided that Licensee may make one copy of the Software for backup or archival purposes.

All text, data, compilation of data, product categorizations, and all other content, regardless of presentation, contained on the Wavelet Enterprise Management Portals or any other Enterprise Management Portal owned, operated, licensed, or controlled by Wavelet, as well as the design and layout of such Enterprise Management Portals, contain elements protected by trade dress, copyright, and/or other laws, and may not be reproduced, copied, downloaded, distributed, republished, sold, broadcast, circulated, or imitated in whole or part. No text, logo, graphic, sound or image from any Wavelet Enterprise Management Portal may be copied or retransmitted unless expressly permitted by Wavelet. Modification of the materials or use of the materials for any other purpose is a violation of Wavelet' s copyright, trademark and trade secret rights and others' proprietary rights. For purposes of this Agreement, the use of any such material on any other Enterprise Management Portal or networked computer environment is prohibited. You agree to comply with any additional copyright notices, information or restrictions contained in any content available on or accessed through this Enterprise Management Portal.

Fee.

In consideration for the grant of the license and the use of the Software, Licensee agrees to pay Developer the sum of license fee according to the quotation.

Warranty of Title.

Developer hereby represents and warrants to Licensee that Developer is the owner of the Software or otherwise has the right to grant to Licensee the rights set forth in this Agreement. In the event any breach or threatened breach of the foregoing representation and warranty, Licensee's sole remedy shall be to require Developer or to either:

i) procure, at Licensee's expense, the right to use the Software,
ii) replace the Software or any part thereof that is in breach and replace it with Software of comparable functionality that does not cause any breach, or
iii) refund to Licensee the 10% (ten percent) of the amount of the license fee paid within 30 days from the date of payment, upon the return of the Software and all copies thereof to Developer.

Access To Computer or Server With the Software Installed.

Any system with the Software installed must be accessible by the Developer through the internet. You acknowledge and agree that the Developer may check the version of the Software and/or its components that you are utilizing and may provide upgrades or fixes to the Software and/or check the usage of the system as well as to examine the data or information created and stored by the Software from time to time.

Software Maintenance.

i) Standard maintenance. During the Warranty Period, Developer shall provide to Licensee any new, corrected or enhanced version of the Software as created by Developer. Such enhancement shall include all modifications to the Software which increase the speed, efficiency or ease of use of the Software, or add additional capabilities or functionality to the Software, but shall not include any substantially new or rewritten version of the Software.

ii) Optional maintenance. After expiration of the Warranty Period, Licensee may continue to receive maintenance support for successive thirty (30) day periods. The charge for such optional maintenance support shall be Developer's regular list price for maintenance and support for the Software as published from time to time by Developer. Licensor shall notify Developer in writing if it desires to receive optional maintenance. If Licensee fails to take optional maintenance and later elects to receive it, Developer reserves the right to charge Licensee its maintenance fees for the period of the lapse in maintenance. Developer may elect to discontinue maintenance at any time upon notice to Licensee, and refund of any then unearned maintenance fees.

Payment.

Payment of the license fee shall be made upon delivery of the Software. Payment of any other amount owed by Licensee to Developer pursuant to this Agreement shall be paid within thirty (30) days following invoice from Developer. Failure to pay the Developer within thirty (30) days following the invoice date from the Developer shall void the Warranty and Software Maintenance in this License Agreement. The Developer may impose and Licensee shall pay a late payment charge at the rate of one percent (5%) per month on any overdue amount.

Taxes.

In addition to all other amounts due hereunder, Licensee shall also pay to Developer, or reimburse Developer as appropriate, all amounts due for property tax on the Software and for sales, use, excise taxes or other taxes which are measured directly by payments made by Licensee to Developer. In no event shall Licensee be obligated to pay any tax paid on the income of Developer or paid for Developer's privilege of doing business.

Disclaimer.

THE DEVELOPER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SOFTWARE, WHICH ARE PROVIDED FOR USE "AS IS" AND "AS AVAILABLE." THE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE, ANY SOFTWARE WITH WHICH IT IS LINKED. THE DEVELOPER DOES NOT WARRANT THE FUNCTIONS, INFORMATION OR LINKS CONTAINED ON THE SOFTWARE OR THAT ITS CONTENTS AND FUNCTIONS WILL MEET YOUR REQUIREMENTS, THAT THIS SOFTWARE, OR ITS CONTENTS, ARE FIT FOR ANY PARTICULAR PURPOSE OR THAT THE OPERATION OF THIS SOFTWARE OR ITS CONTENTS, WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SOFTWARE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES, WORMS, TROJAN HORSES, CANCELBOTS OR OTHER HARMFUL COMPONENTS. YOU (AND NOT DEVELOPER) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. THE DEVELOPER DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIALS ON THIS SOFTWARE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU EXPRESSLY AGREE THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THIS WEBSITE AND THE ACCURACY OR COMPLETENESS OF THE CONTENT IS ASSUMED SOLELY BY YOU. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

Limitation of Liability.

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL THE DEVELOPER BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF, OR THE INABILITY TO USE THE SOFTWARE, EVEN IF THE DEVELOPER OR THE DEVELOPER AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL WAVELET'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, OR NOT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE) EXCEED TEN PERCENT (10%) OF THE AMOUNT PAID BY YOU, IF ANY, FOR USING THE SOFTWARE.

Indemnity.

You agree to indemnify and hold harmless Wavelet, its subsidiaries and affiliates, and their respective officers, directors, owners, agents, information providers, the Developer and licensors (collectively "Wavelet Party") from and against any claims, liability, losses, costs and expenses (including but not limited to attorneys' fees) incurred by any Wavelet Party in connection with any violation of this Agreement by you. In such case, you agree to cooperate with Wavelet's defense of such claim.

User Conduct.

You shall not distribute through or otherwise publish through the Software any content which
(a) is libelous, defamatory, obscene, pornographic, threatening, invasive of privacy or publicity rights, abusive or illegal;
(b) contains viruses or other features that might contaminate or destroy the Enterprise Management Portal;
(c) violates the copyright, patent, trade secret or any other rights of another party; or (d) otherwise gives rise to liability or violates any other applicable law.

Governing Law.

This Agreement shall be construed and enforced in accordance with the laws of the state of Malaysia.

No Assignment.

Neither this Agreement nor any interest in this Agreement may be assigned by Licensee without the prior express written approval of Developer.

Final Agreement.

This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified by the Developer from time to time without prior notice to the Licensee at the sole discretion of the Developer.

Severability.

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.