1.            INTRODUCTION

1.1.        Welcome to SynergyBiz. This Platform is owned and operated by SYNERGY BIZ SOFTWARE DEVELOPMENT SDN. BHD., its subsidiaries, affiliates, associated companies and jointly controlled entities (individually and collectively, “SynergyBiz”, “we”, “us”, “our” or “ours”). Please read these Terms of Use carefully before using this Platform and/or opening an Account so that you are aware of your legal rights and obligations with respect to SynergyBiz. These Terms of Use and SynergyBiz Policies constitute a legally binding agreement (“Agreement”) between you and us. The Agreement applies to your access to and use of this Platform and the Platform Service made available via the Platform.

1.2.        You are advised to seek independent legal and professional advice in understanding and evaluating whether to accept these Terms of Use and such other terms of the Agreement. Before becoming a User (as defined below), you must read and accept all of the Terms of Use, and such other terms and conditions of the Agreement. If you do not agree with any of these terms and conditions, you shall cease using the Platform and the Platform Service immediately.

1.3.        We reserve the right to amend, change, modify, add or remove the terms in the Agreement at any time. Such changes/amendments could be posted online and shall be effective when posted on the Platform with no other notices provided. You are responsible to regularly review information posted on the Platform to obtain timely notice of such changes/amendments and you are deemed to be aware of and bound by any changes to the foregoing upon their publication on the Platform. If you do not wish to be bound by the amended Agreement, you shall cease using the Platform and the Platform Service immediately. However, your continued use of the Platform and/or the Platform Service after the changes/amendments are made will be deemed to constitute acceptance of the amended terms of the Agreement.

BY USING THE PLATFORM OR OPENING AN ACCOUNT, YOU GIVE YOUR IRREVOCABLE ACCEPTANCE OF AND CONSENT TO THE TERMS OF THE AGREEMENT. IF YOU DO NOT AGREE TO ANY OF THESE TERMS OF USE, AND SUCH OTHER TERMS OF THE AGREEMENT, PLEASE DO NOT USE OR ACCESS THE PLATFORM. IF YOU ARE UNDER THE AGE OF 18 OR THE LEGAL AGE FOR GIVING CONSENT HEREUNDER PURSUANT TO THE APPLICABLE LAWS IN YOUR COUNTRY, YOU MUST OBTAIN PERMISSION FROM YOUR PARENT(S) OR LEGAL GUARDIAN(S) TO OPEN AN ACCOUNT ON THE PLATFORM. IF YOU ARE THE PARENT OR LEGAL GUARDIAN OF A MINOR WHO IS CREATING AN ACCOUNT, YOU MUST ACCEPT AND COMPLY WITH THE TERMS OF THE AGREEMENT ON THE MINOR'S BEHALF AND YOU WILL BE RESPONSIBLE FOR THE MINOR’S ACTIONS, ANY CHARGES ASSOCIATED WITH THE MINOR’S USE OF THE PLATFORM AND/OR PURCHASES MADE ON THE PLATFORM. IF YOU DO NOT HAVE CONSENT FROM YOUR PARENT(S) OR LEGAL GUARDIAN(S), YOU MUST STOP USING/ACCESSING THIS PLATFORM.

2.            DEFINITIONS

2.1.        The following expressions shall have the following meanings respectively ascribed to them, unless specified otherwise:

2.2.        In these Terms of Use:

2.2.1.          references to a statutory provision including any subsidiary legislation made from time to time under that provision;

2.2.2.      references to a statute or statutory provision include that statute or provision as from to time modified, re-enacted or consolidated, whether before or after the date of the Agreement, so far as such modification, re-enactment or consolidation applies or is capable of applying to any transaction entered into in accordance with the Agreement and (so far as liability thereunder may exist or can arise) shall include also any past statute or statutory provision (as from time to time modified, re-enacted or consolidated) which such statute or provision has directly or indirectly replaced;

2.2.3.          where the context requires, and the law permits, references to “SynergyBiz”, “we”, “us”, “our” or “ours” shall include subsidiaries or related companies of a corporate entity within SynergyBiz group of companies (“SynergyBiz Group”) (as defined under the Companies Act 2016);

2.2.4.       unless a contrary indication appears, a reference in the Agreement to “including” shall not be construed restrictively but shall mean “including but without prejudice to the generality of the foregoing” and “including, but without limitation”;

2.2.5.          unless the context otherwise requires or permits, references to the singular number shall include references to the plural number and vice versa; references to natural persons shall include bodies corporate and vice versa; and words denoting any gender shall include all genders;

2.2.6.           the expression “person” means any individual, corporation, partnership, association, limited liability company, trust, governmental or quasi-governmental authority or body or other entity or organisation; and

2.2.7.          the headings and titles for each article are purely for ease of reference and do not form part of or affect the interpretation of the Agreement.

3.            PURPOSE OF SYNERGYBIZ PLATFORM

3.1.        We provide the Platform Service through the Platform which includes the following:

3.1.1.          providing an online platform for the Service Users to connect with the Service Professionals for the purposes of transacting respectively to receive and provide Service;

3.1.2.       providing references to the sources of supply of the Service(s) that are offered by the Service Professionals;

3.1.3.          accepting Service Users’ requests and disseminating them to the Service Professionals;

3.1.4.      facilitating the communication between the Service Users and the Service Professionals, and facilitating the formation of a Service Contract, if any;

3.1.5.          processing and administering the payment that the Service Users pay to Service Professionals; and/or

3.1.6.          any other facilities that may be introduced and made available by us via the Platform from time to time at our sole and absolute discretion.

3.2.        You acknowledge and understand that:

3.2.1.        we are not ourselves a Service Professional or a Service User, and we are not a party to the relationship or any dealings between the Service Professional and the Service User;

3.2.2.          the Platform is to facilitate the communication between the Service Professionals and the Service Users, and there are security, confidentiality and other risks in the use of the Platform Service and the internet which may be beyond our reasonable control and that, by electing to use and communicate through the Platform Service and the internet, you accept that all communications via the Platform are made at your sole risk;

3.2.3.          we do not verify any feedback or information provided by Users about any Service Professional and Service User, and do not perform background checks on or guarantee the work of the Service Professional or Service User; and

3.2.4.          we do not introduce the Service Professionals to the Service Users. Through the Platform and the Platform Service, the Service Professionals may be notified of the Service Users that may be seeking the services they offer, and the Service Users may be notified of the Service Professionals that may be offering the services they seek, at all times, however, the Service Users are responsible for evaluating and determining the qualification, competence and capability of the Service Professionals, and suitability of the Service Professionals’ Services on their own. If the Service Users decide to enter into a Service Contract, the Service Contract is directly between the Service Users and the Service Professionals, and we are not a party to that Service Contract.

As a result, we have no control over the quality, safety or legality of the Services, the truth or accuracy of the listings, the ability of the Service Professionals to perform the Services, or the ability of Service Users to pay for the Services. We do not, in any way, supervise, direct, control or evaluate the Service Professionals or their Services and are not responsible for any Service Contracts. We make no representations about and do not guarantee, and you agree not to hold us responsible for:

3.2.4.1.         the quality, safety or legality of Services;

3.2.4.2.         the qualifications, background or identities of Service Professionals or Service Users;

3.2.4.3.         the ability of the Service Professionals to deliver and perform the Services;

3.2.4.4.         the ability of the Service Users to pay for the Services;

3.2.4.5.         the Submitted Contents and statements or posts made by Service Professionals or Service Users; or

3.2.4.6.         the ability or willingness of the Service Professionals or Service Users to actually complete a transaction, and comply and perform all terms of the Service Contracts.

3.3.     You further acknowledge, agree and understand that the Users shall be solely responsible for, without limitation, (i) ensuring the accuracy and legality of any Submitted Content; (ii) assessing whether to enter into a Service Contract with another User; (iii) verifying any information about another User; (iv) determining the suitability of other Users for a Service Contract; (v) performing the Services as per the Service Contracts, and/or (vi) paying for the Services, as applicable.

3.4.        We reserve the right to change, modify, update, suspend or discontinue all or any part of this Platform or the Platform Service at any time and without notice, or where relevant, upon notice as required by local laws and shall not be liable if any such upgrade, modification, suspension or removal prevents you from accessing the Platform or any part of the Platform Service. We may also impose limits on certain features, restrict or disallow your access to parts of, or the entire, Platform or Platform Service in our sole discretion and without notice or liability.

3.5.        For the avoidance of doubt, any new features added to or augmenting the Platform Service are also subject to the terms of the Agreement.

SYNERGYBIZ IS A COMPANY WHICH PROVIDES A PLATFORM FOR SERVICE USERS TO OBTAIN OR PROCURE SERVICES PROVIDED BY SERVICE PROFESSIONALS OR US. WHERE SERVICES ARE PROVIDED BY SERVICE PROFESSIONALS, SYNERGYBIZ IS NOT RESPONSIBLE FOR THE ACTS AND/OR OMISSIONS OF ANY SERVICE PROFESSIONALS. SERVICE PROFESSIONALS SHALL BEAR ALL LIABILITY IN RELATION TO SUCH SERVICES. SERVICE PROFESSIONALS ARE NOT, AND SHALL NOT HOLD THEMSELVES TO BE, AN AGENT, EMPLOYEE OR STAFF OF SYNERGYBIZ AND THE SERVICES PROVIDED BY SERVICE PROFESSIONALS SHALL NOT BE DEEMED TO BE PROVIDED BY SYNERGYBIZ.

4.            ACCOUNT AND SECURITY

4.1.        You may not need to create and register with us, an Account to use some of the functionality of the Platform or Platform Service. However, certain features on the Platform may require registration and creation of an Account with us. We reserve the right to decline an application for the registration to join the Platform, or create an Account absolutely without having to assign any reason thereto.

4.2.        Types of Accounts: There are a number of different Account types that you may create on the Platform. We reserve the right to revoke the privileges of the Account or access to or use of the Platform or Platform Service without warning if, in our sole discretion, false or misleading information has been provided in creating or maintaining your Account.

4.2.1.          Service User Account: You can register for an Account to use the Platform and the Platform Service as a Service User.

4.2.2.           Service Professional Account: You can register for an Account to use the Platform and the Platform Service as a Service Professional.

4.3.        To create an Account, you shall submit your name, email address, information as we deem relevant pertaining to your identification, contact details and such other information and documents as we may require from time to time. Further, you would have to choose a username (“Username”) and password (“Password”) that is unique to access your Account.

4.4.    You are entirely responsible for safeguarding and maintaining the confidentiality of your Username and Password. You agree not to share your Username or Password with any person, and, if you are a legal entity who is not a natural person, to only share your Username and Password with a person who is authorised to use your Account. You shall be solely responsible for any activities or actions that occur under your Account, and you authorise us to assume that any person using the Platform with your Username and Password, either is you or is authorised to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorised use of your Account or any unauthorised access to the Password for any Account. You further agree not to use the Account or log in with the username and password of another User of the Platform if you are not authorised to use the Account of that User, or the use would violate the Agreement. In this regard, you hereby acknowledge and agree that:

4.4.1.          no claims shall be made by you or on your behalf in respect to any losses, costs and expenses incurred by you as a result of an unauthorised use of your Account;

4.4.2.          you are fully responsible for all activities that occur under your Account even if such activities or uses were not committed by you;

4.4.3.          we shall not be liable for any loss or damage arising from unauthorised use of your Password or your failure to comply with this Article 4; and

4.4.4.          notwithstanding the aforesaid, you may be liable for our losses or losses of others due to such unauthorised use.

4.5.      You agree to provide true, accurate, current and complete information and maintain up-to-date information which is true, accurate, current and complete at all times by making changes, additions or deletions to your Account, as required. In addition, you agree that any and all such information you provide to us, other members of our group of companies and third parties connected to us via the Platform may be collected, stored, processed and used in accordance with our Privacy Policy. By using the Platform and/or Platform Service, you have consented to such processing and you warrant that you have the requisite rights in providing the information and all data provided by you is accurate and to notify us (either by the Platform or by emails) if there are any changes.

5.            REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

5.1.        By using the Platform and/or Platform Service, you represent, warrant and undertake that:

5.1.1.          in relation to individual(s), you are at least 18 years of age and you have legal capacity to enter into the Agreement;

5.1.2.          all the information and documents you submit to us, including those submitted for the purpose of registration of an Account, shall be truthful, accurate and complete, and you will maintain the accuracy and completeness of such information at all times;

5.1.3.          you are or intend to be either a Service Professional or Service User;

5.1.4.          you have the authority to enter into and accept all terms of the Agreement;

5.1.5.          your use of the Platform, Platform Service and/or Services offered through the Platform do(es) not violate any applicable law or regulation;

5.1.6.       you shall not provide any false or misleading information about your identity or location, your business, your skills or the Services, as applicable, and to correct any such information that is or becomes false or misleading; and

5.1.7.          if you create an Account as an employee or agent on behalf of a legal entity, whether incorporated or unincorporated, including a company or partnership, you represent and warrant that you are fully authorised to enter into binding contracts, including the Agreement, on behalf of such entity and yourself.

5.2.      Without limitation, you undertake not to use or permit anyone else to use the Platform Service and/or the Platform:

5.2.1.          in breach of any applicable laws or regulations;

5.2.2.          in a manner that:

5.2.2.1.         may unreasonably encumber or impose an unreasonable or disproportionately large load on, in our sole discretion, the Platform’s infrastructure;

5.2.2.2.         may interfere or attempt to interfere with the proper working of the Platform or any third-party participation in the Platform; or

5.2.2.3.         may bypass our measures that are used to prevent or restrict access to the Platform;

5.2.3.          to alter or modify any part of the Platform other than as may be reasonably necessary to use the Platform for its intended purpose;

5.2.4.          to collect or harvest any personally identifiable data, including without limitation, names or other Account information, from the Platform, nor to use the communication systems provided by the Platform for any commercial solicitation purposes;

5.2.5.             to send or receive any material which is not civil or tasteful;

5.2.6.            to send or receive any material which is threatening, grossly offensive, of an indecent, obscene or  menacing character, blasphemous or defamatory of any person, in contempt of court or in breach of confidence, copyright, rights of personality, publicity or privacy or any other third party rights;

5.2.7.         to send or receive any material for which you have not obtained all necessary licences and/or approvals (from us or third parties); or which constitutes or encourages conduct that would be considered an unlawful activity, a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party in any country in the world, including but not limited to, fraud, money laundering and terrorist financing;

5.2.8.          to transmit, distribute a virus on the Platform which is malicious, technologically harmful (including computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data), in breach of confidence or in any way offensive or obscene, corrupt data, cause annoyance to other Users, infringe upon the rights of any other person’s proprietary rights or send any unsolicited advertising or promotional material;

5.2.9.          to cause annoyance, inconvenience or needless anxiety;

5.2.10.      to intercept or attempt to intercept any communications transmitted by way of a telecommunications system;

5.2.11.     to attempt to decompile, reverse engineer, disassemble or hack the Platform (or any portion thereof), or to defeat or overcome any encryption technology or security measures implemented by us with respect to the Platform Service and/or data transmitted, processed or stored by us;

5.2.12.       for any fraudulent purpose;

5.2.13.    other than in conformance with accepted internet practices and practices of any connected networks;

5.2.14.        in any way which is calculated to incite hatred against any ethnic, religious or any other minority or is otherwise calculated to adversely affect any individual, group or entity; or

5.2.15.       for a purpose other than which we have designed them or intended them to be used.

5.3.        You also represent that:

5.3.1.          neither you nor, to your knowledge, that any of the funds, money, and/or financial transaction made and/or received by using our Platform Service and/or the Platform is in violation in any AMLA Laws;

5.3.2.          you do not conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any person or through person prohibited under AMLA Laws;

5.3.3.          you do not deal in, or otherwise engage in any transactions relating to, any property or interests in property blocked pursuant to AMLA Laws; or

5.3.4.          you do not engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any AMLA Laws.

5.4.        Other than those stated in Article 5.2, the following use of the Platform and/or Platform Service are expressly prohibited and you undertake not to do (or to permit anyone else to do) any of the following:

5.4.1.          furnishing false data including false names, addresses and contact details and fraudulent use of credit/debit card numbers;

5.4.2.          attempting to circumvent our security or network including accessing data not intended for you, logging into a server or account you are not expressly authorised to access, or probing the security of other networks;

5.4.3.          executing any form of network monitoring which will intercept data not intended for you;

5.4.4.          sending malicious email, including flooding a user or site with very large or numerous emails;

5.4.5.          removing any proprietary notices from the Platform;

5.4.6.          uploading, emailing, posting, transmitting or otherwise making available any content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements);

5.4.7.          uploading, emailing, posting, transmitting or otherwise making available any content that infringes any proprietary rights of any person;

5.4.8.          uploading, emailing, posting, transmitting or otherwise making available any content that contains falsehoods or misrepresentations that could damage us or any third party;

5.4.9.     uploading, emailing, posting, transmitting or otherwise making available any unsolicited or unauthorised advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other unauthorised form of solicitation;

5.4.10.       advertising or soliciting a business not related to or not appropriate for the Platform, as determined by us in our sole discretion;

5.4.11.       causing, permitting or authorising the modification, creation of derivative works, or translation of the Platform without our prior consent;

5.4.12.       using the Platform or uploading any content to impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity;

5.4.13.       using the Platform for the benefit of any third party or any manner not permitted by the licenses granted herein;

5.4.14.    using the Platform or upload content in a manner that is fraudulent, unconscionable, false, misleading or deceptive;

5.4.15.       opening and/or operating multiple Accounts in connection with any conduct that violates either the letter or spirit of these Terms of Use and such other terms of the Agreement;

5.4.16.    uploading, posting, transmitting or otherwise making available any content featuring an unsupervised minor or using the Platform to harm minors in any way;

5.4.17.       entering into fraudulent interactions or transactions via the Platform (which shall include entering into interactions or transactions purportedly on behalf of a third party where you have no authority to bind that third party or you are pretending to be a third party);

5.4.18.       using the Platform and/or the Platform Service (or any relevant functionality of either of them) in breach of these Terms of Use, and such other terms of the Agreement;

5.4.19.       engaging in any unlawful activity in connection with the use of the Platform and/or the Platform Service; or

5.4.20.       engaging in any conduct which, in our opinion, restricts or inhibits any other users from properly using or enjoying the Platform and/or the Platform Service.

Additional rules governing the Service Professionals

5.5.        If you are a Service Professional, you further present, warrant and undertake that you shall not:

5.5.1.          list Services or offers relating to any Services in a category that is inappropriate to the Services you are offering;

5.5.2.          misrepresent the location at which you will provide a Service;

5.5.3.          include any third party brand names or other inappropriate keywords in your profile, title or any of your Submitted Contents made on or through the Platform;

5.5.4.          manipulating the price of any Services or interfere with the other Service Professional’s listings;

5.5.5.        use misleading titles, words or phrases that do not accurately describe the Services you are offering and providing;

5.5.6.          include any information in your profile that is fraudulent;

5.5.7.          do anything to circumvent or avoid any fees that we may charge;

5.5.8.          conduct fraud or misconduct on any promotions or partnerships which we may conduct;

5.5.9.        take any action that may undermine any feature that we have or may come up with for the purposes of the Platform, including the feedback or rating system as we may implement;

5.5.10.       fail to perform Service purchased from you, unless the Service User fails to materially meet the terms of the Service Contract mutually agreed upon;

5.5.11.       use your profile or the Platform for promoting: (a) services which are not offered by you; (b) any website, service, product, party or anything not directly related to your Services or otherwise prohibited by us in our sole discretion from time to time; or (c) any services that may be prohibited under the law;

5.5.12.       offer and provide any Services or do anything that contravenes these Terms of Use, other terms of the Agreement or any laws;

5.5.13.       circumvent or manipulate any fee structure or billing process that we may have or implement, or fees owed to us; and

5.5.14.       leave any untrue or inappropriate feedback about a Service User and you shall at all times use careful and good judgment in leaving any feedback.

5.6.        In addition to the above, you undertake and agree that, notwithstanding anything to the contrary as may be stated in the Service Contract, you shall carry out the Services effectively and discharge your responsibilities in a timely, independent and professional manner, and you shall exercise and take reasonable skills and cares in accordance with the relevant industry best practice in each engagement by the Service User. You acknowledge that the Service Users rely on you for the due delivery and provision of the Services, and poor performance or delivery of Services will impair the Service Users’ experience and negatively impact the reputation and branding of us.

5.7.        If the Service Professional violates any of the above-referenced rules and such other rules as we may impose on the Service Professional from time to time, we, in our sole discretion, may take any of the following actions:

5.7.1.          cancel the Service Professional’s postings;

5.7.2.          limit Service Professional’s Account privileges;

5.7.3.          suspend Service Professional’s Account; and/or

5.7.4.          such other action as we may deem appropriate.

Additional rules governing the Service Users

5.8.        If you are a Service User, you further present, warrant and undertake that you shall not:

5.8.1.          commit to purchasing or using a Service with no intention of paying for such Service;

5.8.2.        sign up, request or negotiate a price for, use, or otherwise solicit a Service: (a) with no genuine intention as at the time of such conduct of following through with your use of or payment for the Service; or (b) for the purposes of using pricing, quotations or other information received in doing so for commercial or competitive purposes, business or market intelligence purposes or general surveying;

5.8.3.         request for or agree to purchase a Service when (a) you know, have reason to believe or have been put on notice that you do not meet the Service Professional's terms; or (b) with the intention of causing disruption, committing fraud or other tortious or illegal purpose;

5.8.4.        misuse any options made available now or in the future by us in connection with the use or purchase of any Service;

5.8.5.          fail to deliver payment for Service purchased by you, unless the Service Professional has materially changed the description of the Service after you have formed a Service Contract, or you cannot authenticate the Service Professional’s identity;

5.8.6.         take any action that may undermine any feature that we have or may come up with for the purposes of the Platform, including the feedback or rating system as we may implement;

5.8.7.          circumvent or manipulate any fee structure or billing process that we may have or implement, or fees owed to us; and

5.8.8.          leave any untrue or inappropriate feedback about a Service Professional and you shall at all times use careful and good judgment in leaving any feedback.

5.9.        If the Service User violates any of the above-referenced rules and such other rules as we may impose on the Service User from time to time, we, in our sole discretion, may take any of the following actions:

5.9.1.          cancel the Service User’s postings;

5.9.2.          limit Service User’s Account privileges;

5.9.3.          suspend Service User’s Account; and/or

5.9.4.          such other action as we may deem appropriate.

6.            COMPUTER PROGRAMME

6.1.        Any application, solution, software, system or such other computer program as may be provided by us to you as part of the Platform Service is subject to the provisions of the Agreement. We reserve all rights to such computer program not expressly granted by us hereunder.

7.            ACCESSING THE PLATFORM

7.1.        You are responsible for making all arrangements necessary for you to have access to this Platform. We shall not be liable for any telephone costs, telecommunications costs or other costs that you may incur in connection with the same. You are also responsible for ensuring that all persons who access this Platform through your internet connection are aware of these Terms of Use and other terms of Agreement, and that they comply with them.

7.2.      Different models or versions of routers, browsers and devices may have firmware or settings that are not compatible with the Platform. While we continuously develop the Platform in order to, as far as possible, support all commonly used devices and models in markets and all browsers where the Platform is likely to be accessed from, we do not warrant compatibility of the Platform with specific mobile devices or other hardware.

8.            LICENSE GRANT AND RESTRICTIONS

8.1.        We grant you a limited, non-exclusive, non-transferable and revocable license to access and use the Platform subject to these Terms of Use, and all other terms of Agreement. All rights not expressly granted to you are reserved by us and our licensors. All proprietary content, trademarks, service marks, brand names, logos and other intellectual property (“Intellectual Property”) displayed on the Platform are the property of us and where applicable, third party proprietors identified on the Platform. No right or licence is granted directly or indirectly to any person accessing the Platform to use or reproduce any Intellectual Property, and no person accessing the Platform shall claim any right, title or interest therein. By using or accessing the Platform you agree to comply with the copyright, trademark, service mark, and all other applicable laws that protect the Platform Service, the Platform and its content. You agree not to copy, distribute, republish, transmit, publicly display, publicly perform, modify, adapt, rent, sell, or create derivative works of any portion of the Platform Service, the Platform or its content. You also may not, without our prior written consent, mirror or frame any part or whole of the contents of this Platform on any other server or as part of any other website. In addition, you agree that you will not use any robot, spider, offline reader, scraper or any other automatic device or manual process to monitor or copy our content, without our prior written consent.

8.2.        The license for use of this Platform and/or the Platform Service is effective until terminated. This license will terminate as set forth under these Terms of Use and all other terms of Agreement, or if you fail to comply with any provision of these Terms of Use and all other terms of Agreement. In such event, we may effect such termination with or without notice to you.

9.            FEES

9.1.        Fees incurred by Service User: Creating an Account, posting its need for Service that it is seeking, viewing posted Service and bidding on posted Service on the Platform is free. We currently do not charge Service User for transactions completed on the Platform between the Service User and the Service Professional. However, we reserve the right to charge a fee to Service User in the future for its use of any feature of the Platform.

9.2.        Fees incurred by Service Professional: We charge the Service Professional a fee for the linking of the Service User and the Service Professional through the Platform which leads to the formation of Service Contract, and the payment processing and administration related to the Transaction Fee (“Platform Charges”). Such Platform Charges shall be charged based on the whole or part of, the Transaction Fee at a rate determined by us from time to time.

9.3.        Notwithstanding the aforesaid, we reserve the rights at our sole discretion to charge fees to Service Users and/or Service Professionals for the Platform Service and the use of the Platform, including but not limited to fees for contacting Service Users, responding to requests from Services Users, or conducting transactions with Service Users through us, at any time and from time to time.

10.         PAYMENTS

10.1.     Payment terms for Service Professional:

10.1.1.     The Service Professional shall pay to us the Platform Charges upon formation of the Service Contract.

10.1.2.    YOU ACKNOWLEDGE AND CONFIRM THAT WE MAY ADMINISTER AND ACT AS YOUR COLLECTION AGENT TO PAY TO YOU THE TOTAL AMOUNT OF THE TRANSACTION FEE DUE TO YOU IN RESPECT OF YOUR PROVISION OF THE SERVICE.

10.1.3.       The Platform Charges are payable by you immediately upon our receipt of the Transaction Fee as your collection agent. Save as otherwise agreed to by us, the Platform Charges shall be non-refundable.

10.1.4.       We retain the rights to suspend the processing of any transaction where we reasonably believe that the transaction may be fraudulent, illegal or involves any criminal activity or where you and/or the Service User have breached any of the Terms of Use, or other terms of Agreement. In such an event, you shall not hold us liable for any withholding of, delay in, suspension, forfeiture or cancellation of, any payment(s) to you.

10.1.5.       You agree that you will cooperate in relation to any criminal investigation that is required and to assist us in complying with any internal investigations, instructions from the authorities or requirements of prevailing laws or regulations in place.

10.1.6.       We may, at our sole discretion, make promotional offers with different features and different rates and these promotional offers shall accordingly be honoured by you.

10.2.     Payment terms for Service User:

10.2.1.       Service User is required to make full payment of the Transaction Fee for the Service identified in the Service Contract by the method designated by us at the time of forming the Service Contract with the Service Professional.

10.2.2.    Unless and until the Service User meets refund eligibility and satisfactorily completes the cancellation and refund process which apply to selected Services, the Transaction Fee shall be immediately payable and non-refundable.

10.2.3.       As we are authorised to collect the Transaction Fee on behalf of the Service Professional, the Service User shall pay to us in the manner designated by us, and all payments due to the Service Professional for the relevant Service(s) would be channelled (or paid) to the Service Professional in the agreed quantum.

11.         FEEDBACK AND RATINGS

11.1.     As a participant using the Platform Service, you agree to use careful, prudent and good judgment when leaving feedback and ratings for another User. Without limitation, the following actions constitute inappropriate uses of our feedback and ratings system:

11.1.1.       threatening to leave negative or impartial feedback or rating for another User unless that User does not comply with the agreed terms of the Service Contract in material aspect; and

11.1.2.       leaving feedback or rating in order to make the Service Professional or Service User appear better than it actually is or was.

11.2.     If you violate any of the rules imposed by us in connection with leaving feedback or rating, we, in our sole discretion, may take any of the following actions:

11.2.1.       cancel your feedback, rating or any of your postings;

11.2.2.       limit your Account privileges;

11.2.3.       suspend your Account; and/or

11.2.4.       such other action as we may deem appropriate.

11.3.     In the event of any dispute between Users concerning feedback or rating, we shall be the final arbiter of such dispute. Further, in the event of any dispute between Users concerning feedback or rating, we shall have the right, in our sole and absolute discretion, to remove such feedback or rating or take any action we may deem reasonable without incurring any liability therefor.

12.         SPECIFIED CATEGORY OF SERVICES (OFFLINE)

12.1.     We may also, at our sole discretion and pursuant to your request, provide references to the source of supply of the specified services, or specified category of services (“Specified Category”), which may or may not be referenced on or through the Platform, which you shall thereafter communicate and liaise with such service providers directly offline. Please note that such service providers may or may not be the Service Professionals registered with the Platform, and we shall not administer and process the payment payable to such service providers of the services of Specified Category. In particular, all billing arrangements shall be between such service providers and you directly.

12.2.     You understand and acknowledge that we merely provide references of the sources of supply of the Specified Category of services for your consideration, and we do not introduce such service provider(s) to you. Articles 3.2 and 3.3 shall apply mutatis mutandis to such Specified Category of services whereby you shall be solely responsible for evaluating and determining the qualification, competence and capability of the such service providers, and suitability of their Specified Category of services on your own, and all other provision of the Agreement and rights in favour of us shall similarly apply mutatis mutandis to such Specified Category of services, where applicable.

12.3.     Any complaints between service providers of this Specified Category of services must be taken up with each other directly offline. WE ARE NOT RESPONSIBLE FOR THE ACTS AND/OR OMISSIONS ANY SUCH SERVICE PROVIDERS. WE ARE NOT A PARTY TO THE RELATIONSHIP OR ANY DEALINGS BETWEEN SUCH SERVICE PROVIDERS AND YOU. SUCH SERVICE PROVIDERS SHALL BEAR ALL LIABILITY IN RELATION TO SUCH SPECIFIED CATEGORY OF SERVICES. WE MAKE NO REPRESENTATIONS ABOUT AND DO NOT GUARANTEE, AND YOU AGREE NOT TO HOLD US RESPONSIBLE FOR THE QUALITY, SAFETY OR LEGALITY OF THE SPECIFIED CATEGORY OF SERVICES; THE QUALIFICATIONS, BACKGROUND OR IDENTITIES OF SUCH SERVICE PROVIDERS; THE ABILITY OF SUCH SERVICE PROVIDERS TO DELIVER AND PERFORM THE SPECIFIED CATEGORY OF SERVICES; AND THE ABILITY OR WILLINGNESS OF SUCH SERVICE PROVIDERS TO ACTUALLY COMPLETE A TRANSACTION.

13.         SUBMITTED CONTENTS

13.1.     You understand that all content, whether publicly posted, privately transmitted or provided to us, is the sole responsibility of the person from whom such content originated. This also means that you are solely and fully responsible for the content that is uploaded, posted, transmitted or otherwise made available by you on the Platform (“Submitted Content”) and the consequences of posting or publishing it. You agree to indemnify and hold us, our owners, members, managers, operators, directors, officers, agents, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your Submitted Content. You understand that by using the Platform, you may be exposed to the Submitted Content that you may consider to be offensive, indecent or objectionable. To the maximum extent permitted by the applicable laws, under no circumstances will we be liable in any way for any content including Submitted Content of any User, including but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of, or reliance on, any content posted, emailed, transmitted or otherwise made available on the Platform.

13.2.     You hereby affirm, represent, and/or warrant that:

(a)  you own or have the necessary licenses, rights, consents, and permissions to use and authorize us to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all Submitted Content;

(b)  you have the written consent, release, and/or permission of each and every identifiable individual person in the Submitted Content to use the name or likeness of each and every such identifiable individual person; and

(c)   you agree to pay for all royalties, fees, and any other monies owing any person by reason of any Submitted Content posted by you on or through the Platform.

13.3.     You understand and agree that we may, in our sole discretion and without incurring any liability, review and delete or remove any Submitted Content that violates these Terms of Use, or other terms of the Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users or others.

13.4.     You retain all of your ownership rights in your Submitted Content. By making the Submitted Content, you represent and warrant that you have all necessary rights and/or permissions to grant the licenses below to us. You further acknowledge and agree that you are solely responsible for anything you post or otherwise make available on or through the Platform, including, without limitation, the accuracy, reliability, nature, rights clearance, compliance with law and legal restrictions associated with the contribution of the Submitted Content. You hereby grant to us and our successors a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, copy, distribute, republish, transmit, modify, adapt, create derivative works of, publicly display, and publicly perform such content contribution on, through or in connection with the Platform in any media formats and through any media channels, including, without limitation, for promoting and redistributing part of the Platform (and its derivative works) without need of attribution and you agree to waive any moral rights (and any similar rights in any part of the world) in that respect. You understand that your contribution may be transmitted over various networks and changed to conform and adapt to technical requirements.

13.5.     You also hereby grant each User of the Platform a non-exclusive license to access your Submitted Content through the Platform, and to read and use, such Submitted Content as permitted through the functionality of the Platform and under these Terms of Use, and such other terms of the Agreement.

13.6.     We do not permit copyright infringing activities and infringement of Intellectual Property rights on the Platform, and we will remove any data or Submitted Content in our sole discretion, upon being notified or having reason to believe that an infringement has occurred, without prior notice to a User who has or is suspected to have conducted such infringement. We may take any action or steps we deem fit in our sole discretion against such infringer.

13.7.     You acknowledge that we and our designees shall have the right (but not the obligation) in our sole discretion to pre-screen, refuse, delete, stop, suspend, remove or move any content, including without limitation any Submitted Content posted by you, that is available on the Platform. Without limiting the foregoing, we and our designees shall have the right to remove any content (i) that violates these Terms of Use, and/or other terms of Agreement; (ii) if we receive a complaint from another User; (iii) if we receive a notice of Intellectual Property infringement or other legal instruction for removal; or (iv) if such content is otherwise objectionable. We may also block delivery of a communication (including, without limitation, status updates, postings, messages and/or chats) to or from the Platform as part of our effort to protect the Platform or the Users, or otherwise enforce the provisions of these Terms of Use and/or other terms of Agreement. You agree that you must evaluate, and bear all risks associated with, the use of any content, including, without limitation, any reliance on the accuracy, completeness, or usefulness of such content. In this regard, you acknowledge that you have not and, to the maximum extent permitted by applicable law, may not rely on any content created by us or submitted to us, including, without limitation, information in any part of the Platform.

13.8.     You acknowledge, consent to and agree that we may access, preserve and disclose your Account information and Submitted Content if required to do so by law or pursuant to an order of a court or by any governmental or regulatory authority having jurisdiction over us or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms of Use and/or the other terms of Agreement; (c) respond to claims that any content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of us, the Users and/or the public.

13.9.     Violation of any Terms of Use and/or the other terms of Agreement may result in a range of actions determined by us in our sole discretion, including but not limited to, any or all of the following:

13.9.1.       termination or suspension of Account, Password or benefits/privileges under an Account;

13.9.2.       imposition of limits on the Accounts, and/or benefits/privileges under an Account;

13.9.3.       criminal charges; or

13.9.4.       civil actions, including but not limited to, a claim for damages and/or interim or injunctive relief.

14.         TERMINATION

14.1.     Termination by us: You hereby acknowledge and agree that we, in our sole and absolute discretion, have the right (but not the obligation) to delete, terminate or deactivate your Account, block your email or IP address, cancel the Platform or otherwise terminate your access to or participation in the use of the Platform or any part thereof, or remove and discard any Submitted Content on the Platform immediately and without notice, for any reason, including without limitation, Account inactivity or if we believe or has reason to believe that you have violated any provisions of the Terms of Use, or other terms of Agreement.

14.2.     Effect of Termination: Upon termination of your Account, your right to participate in the Platform in any way, including but not limited to, your right to offer or purchase Services and your right to receive any fees or compensation, shall automatically terminate. You acknowledge and agree that your right to receive any fees or compensation hereunder is conditional upon your proper use of the Platform, your adherence to the Terms of Use, and the terms of Agreement, the continuous activation of your Account, and your permitted participation in the Platform.

14.3.     In the event of termination, the following shall occur:

14.3.1.       your Account will be disabled and you may not be granted access to your Account or any files or other data contained in your Account. However, residual data may remain in our Platform;

14.3.2.       all licenses granted to you will immediately terminate;

14.3.3.       we shall not be liable to you or any third party for any termination of your access to the Platform. We retain the right to use any data collected from your use of the Platform; and

14.3.4.       all related licenses you have granted us hereunder shall remain in effect for the foregoing purpose. In no event are we obligated to return any Submitted Content to you. All terms and conditions of the Agreement and rights in favour of us survive termination and remain in the full benefit of us.

14.4.     You agree to indemnify and hold us, and our officers, managers, members, affiliates, successors, assigns, directors, agents, suppliers, and employees harmless from any claim or demand, including reasonable attorneys’ fees and court costs, made by any third party due to or arising out of the termination.

15.         DISCLAIMER

15.1.    YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE PLATFORM, PLATFORM SERVICE AND THE SERVICE IS AT YOUR SOLE RISK. THE PLATFORM AND THE PLATFORM SERVICE ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS. WE, OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS AND ASSIGNS MAKE NO WARRANTIES AND/OR REPRESENTATIONS AND DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND/OR CONDITIONS WHETHER EXPRESS OR IMPLIED ARISING OR RESULTING FROM OR UNDER AND IN CONNECTION WITH THE PLATFORM AND FROM YOUR USE OR INABILITY TO USE THEREOF INCLUDING BUT NOT LIMITED TO:

15.1.1.  THE ACCURACY, COMPLETENESS, MERCHANTABILITY, SATISFACTORY QUALITY, UNINTERRUPTED OR ERROR-FREE SERVICE OR OPERATION, CONTINUITY AND AVAILABILITY OF SERVICE OR OPERATION, COMPATIBILITY AND USABILITY WITH THIRD PARTY OR OTHER SERVICES, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS OF THE PLATFORM OR ANY SERVICES THAT WE PROVIDE;

15.1.2.       ANY ERRORS, MISTAKES, OMISSIONS OR INACCURACIES IN ANY MATERIAL, CONTENT, MESSAGE, TRANSMISSION OR ACT, WHETHER POSTED, EMAILED, TRANSMITTED, SUBMITTED, ADVERTISED, OFFERED OR OTHERWISE MADE AVAILABLE IN THE WEBSITE (WHETHER BY US OR ANY THIRD PARTY THROUGH THE PLATFORM);

15.1.3.       ANY UNAUTHORIZED ACCESS TO OR USE OF THE PLATFORM OR OUR SERVERS, DATA OR INFORMATION;

15.1.4.       ANY CESSATION, TERMINATION OR DISTURBANCE OF TRANSMISSION TO OR FROM THE PLATFORM;

15.1.5.    ANY COMPUTER VIRUSES, WORMS, TROJAN HORSES OR OTHER MALWARE OR BY TRESPASS OR BURDENING NETWORK CAPACITY WHETHER TRANSMITTED TO OR THROUGH THE PLATFORM WHETHER DUE TO THE ACTIONS OF ANY THIRD PARTIES OR OTHERWISE;

15.1.6.       ANY TRANSACTION OR TRANSMISSION BETWEEN YOU AND ANY THIRD PARTY PROVIDER OF PRODUCTS OR SERVICES OF ANY KIND IN ANY MEDIUM WHATSOEVER; AND

15.1.7.   ANY HARASSMENT, ABUSE, STALKING, THREATENING, DEFAMATORY, OFFENSIVE, INFRINGING, VIOLATING OR ILLEGAL SUBMISSION, MATERIAL, CONTENT, MESSAGE, TRANSMISSION OR ACT BY ANY USER OF THE PLATFORM OR OTHERWISE.

15.2.    YOU AGREE THAT YOU SHALL BE SOLELY RESPONSIBLE FOR YOUR COMPUTER, SYSTEM OR OTHER DEVICE FROM WHICH YOU ACCESS THE PLATFORM, INCLUDING THE MAINTENANCE, OPERATION AND PERMITTED USE OF SUCH COMPUTER, SYSTEM OR OTHER DEVICE. YOU SHALL ENSURE THAT ANY COMPUTER, SYSTEM OR OTHER DEVICE FROM WHICH YOU ACCESS AND USE IS PROPERLY MAINTAINED AND FREE FROM ANY DEFECTS, VIRUSES OR ERRORS. IT SHALL BE YOUR RESPONSIBILITY TO ENSURE THAT YOUR COMPUTER IS LOADED WITH THE LATEST ANTI-VIRUS AND ANTI-SPYWARE SOFTWARE AND THAT THE SAID SOFTWARE IS AT ALL TIMES INSTALLED AND UPDATED.

15.3.    WE DO NOT ENDORSE ANY SUBMITTED CONTENT OR ANY OPINION, RECOMMENDATION, OR ADVICE PROVIDED BY ANY USERS AND WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY IN CONNECTION WITH ALL SUBMITTED CONTENT.

15.4.    YOU HEREBY ACKNOWLEDGE AND UNDERSTAND THAT BY USING THE PLATFORM, YOU MAY BE EXPOSED TO CONTENT FROM A VARIETY OF SOURCES AND WE ARE NOT RESPONSIBLE FOR THE ACCURACY, USEFULNESS, SAFETY, OR INTELLECTUAL PROPERTY RIGHTS OF OR RELATING TO THESE SUBMITTED CONTENT OF ANY USERS. IN RELATION TO THE SUBMITTED CONTENT THAT IS OR MAY BE INACCURATE, OFFENSIVE, INDECENT, OR OBJECTIONABLE, YOU AGREE TO AND HEREBY WAIVE ANY LEGAL OR EQUITABLE RIGHTS OR REMEDIES YOU HAVE OR MAY HAVE AGAINST US, AND AGREE TO INDEMNIFY AND HOLD US, OUR OWNERS, MEMBERS, MANAGERS, OPERATORS, DIRECTORS, OFFICERS, AGENTS, AFFILIATES, AND/OR LICENSORS, HARMLESS TO THE FULLEST EXTENT ALLOWED BY LAW REGARDING ALL MATTERS RELATED TO YOUR USE OF THE PLATFORM.

16.         LIMITATION OF LIABILITY

16.1.     IN ADDITION TO AND NOT IN DEROGATION OF ANY OTHER TERMS OF THE AGREEMENT, WE, OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS AND ASSIGNS SHALL NOT IN ANY EVENT BE LIABLE TO YOU OR ANY OTHER PARTY HAVING ACCESS TO THE PLATFORM WHETHER WITH OR WITHOUT OUR CONSENT FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT LOSSES OR DAMAGES ARISING FROM, INTER ALIA, ANY DELAY OR DISRUPTION IN THE USE OF THE PLATFORM, NOTWITHSTANDING THAT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THE SAME.

16.2.     WE, OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS AND ASSIGNS SHALL NOT BE LIABLE FOR ANY LOSS ARISING FROM A CAUSE OUTSIDE OUR REASONABLE CONTROL, ANY ACTION OR OMISSION BY THE RELEVANT AUTHORITIES IN EXERCISE OF THEIR REGULATORY OR SUPERVISORY FUNCTIONS, OR FOR FAILURE BY THE ELECTRONIC/TELECOMMUNICATION SERVICE PROVIDER OR ANY THIRD PARTY TO MEET ITS OBLIGATIONS TO YOU FOR ANY REASONS WHATSOEVER AND HOWEVER ARISING INCLUDING FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT OR COMMUNICATION/TELEPHONE LINES OR OTHER INTERCONNECTED PROBLEMS, UNAUTHORISED ACCESS, THEFT, UNAUTHORISED USE OF PASSWORD, OPERATOR ERROR, WEATHER, EARTHQUAKES, STRIKES OR OTHER LABOUR PROBLEMS.

16.3.     WE, OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS AND ASSIGNS SHALL NOT BE LIABLE TO YOU FOR ANY LOSSES WHATSOEVER OR HOWSOEVER CAUSED (REGARDLESS OF THE FORM OF ACTION) ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH:

16.3.1.       ANY ACCESS, USE AND/OR INABILITY TO USE THE PLATFORM;

16.3.2.       RELIANCE ON ANY DATA OR INFORMATION MADE AVAILABLE THROUGH THE PLATFORM. YOU SHOULD NOT ACT ON SUCH DATA OR INFORMATION WITHOUT FIRST INDEPENDENTLY VERIFYING ITS CONTENTS;

16.3.3.       ANY SYSTEM, SERVER OR CONNECTION FAILURE, ERROR, OMISSION, INTERRUPTION, DELAY IN TRANSMISSION, COMPUTER VIRUS OR OTHER MALICIOUS, DESTRUCTIVE OR CORRUPTING CODE, AGENT PROGRAM OR MACROS;

16.3.4.       AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY SERVICE USER, SERVICE PROFESSIONAL, MERCHANT, ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE PLATFORM OR IS REFERRED TO BY THE PLATFORM; AND

16.3.5.    ANY USE OF OR ACCESS TO ANY OTHER WEBSITE OR WEBPAGE LINKED TO THE PLATFORM,

EVEN IF WE OR OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS AND ASSIGNS MAY HAVE BEEN ADVISED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED, THE POSSIBILITY OF THE SAME.

16.4.     TO THE EXTENT PERMITTED BY LAW, WE, OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS AND ASSIGNS, OTHER MEMBERS OF OUR GROUP OF COMPANIES AND THIRD PARTIES CONNECTED TO US HEREBY EXPRESSLY EXCLUDE:

16.4.1.       ALL CONDITIONS, WARRANTIES AND OTHER TERMS WHICH MAY OTHERWISE BE IMPLIED BY STATUTE, COMMON LAW OR THE LAW OF EQUITY;

16.4.2.       ALL LIABILITY IN RESPECT OF:

16.4.2.1.       THE ACCURACY, COMPLETENESS, FITNESS FOR PURPOSE OR LEGALITY OF ANY INFORMATION ACCESSED USING THE PLATFORM OR OTHERWISE;

16.4.2.2.       THE TRANSMISSION OR THE RECEPTION OF OR THE FAILURE TO TRANSMIT OR TO RECEIVE ANY MATERIAL OF WHATEVER NATURE; AND

16.4.2.3.       YOUR USE OF ANY INFORMATION OR MATERIALS ON THE PLATFORM (WHICH IS ENTIRELY AT YOUR OWN RISK AND IT IS YOUR RESPONSIBILITY);

16.4.3.       ANY LIABILITY FOR:

16.4.3.1.       LOSS OF INCOME OR REVENUE;

16.4.3.2.       LOSS OF BUSINESS;

16.4.3.3.       LOSS OF CONTRACTS;

16.4.3.4.       LOSS OF ACTUAL AND/OR ANTICIPATED PROFITS;

16.4.3.5.       LOSS OF USE OF MONEY;

16.4.3.6.       LOSS OF ANTICIPATED SAVINGS;

16.4.3.7.       LOSS OF OPPORTUNITY;

16.4.3.8.       LOSS OF, DAMAGE TO OR CORRUPTION OF DATA;

16.4.3.9.       LOSS OF GOODWILL AND/OR REPUTATION;

16.4.3.10.    WASTED MANAGEMENT OR OFFICE TIME; AND

16.4.3.11.    FOR ANY OTHER LOSS OR DAMAGE OF ANY KIND, HOWEVER ARISING AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

16.5.     YOU ACKNOWLEDGE AND AGREE THAT YOUR ONLY RIGHT WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE PLATFORM IS TO DISCONTINUE ANY USE OF THE PLATFORM.

16.6.     IF, NOTWITHSTANDING THE PREVIOUS PROVISIONS, WE ARE FOUND BY A COURT OF COMPETENT JURISDICTION TO BE LIABLE (INCLUDING FOR GROSS NEGLIGENCE), THEN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ITS LIABILITY TO YOU OR TO ANY THIRD PARTY IS LIMITED TO RM100 (RINGGIT MALAYSIA ONE HUNDRED ONLY), OR WHERE A MINIMUM COMPENSATION IS DESIGNATED UNDER THE APPLICABLE LAW, SUCH MINIMUM COMPENSATION SHALL APPLY.

17.         INDEMNITY

17.1.     You unconditionally and irrevocably undertake to fully and effectively indemnify us, our officers, directors, employees, agents, contractors, assigns, servants, affiliate, members of SynergyBiz Group and third parties connected to us and keep each of the aforesaid persons indemnified from and against any and all claims, losses (including loss of profit), liabilities, obligations, penalties, fines, costs and expenses (including but not limited to solicitors’ fees on a solicitor and client basis) arising in any way from your use of the Platform and/or the Platform Service, and/or such use thereof by any other party using your Password to access to your Account with us (whether such use is authorised or unauthorised) or having access to the Platform and/or to any electronic or telecommunications device thereof at all times whether with or without your consent or any breach or alleged breach or violation by you (or your agents or representatives or persons acting under you) of any part of these Terms of Use, other terms of Agreement or any third party rights including but not limited to violation of any copyright, proprietary or privacy rights. This obligation to indemnify shall continue in full force and effect and shall survive the termination of the Services for any reason whatsoever or the suspension, termination or closure of your Account with us.

17.2.     If you are a Service Professional, you further agree that where is a genuine dispute between the Service Professional and the Service User, or in an event where Clause 17.1 may potentially apply, we shall have the right to withhold any payment of Transaction Fee (after deduction of the Platform Charges) to you as your collection agent, and we shall be entitled to seek indemnification from you by deducting and setting off your liability against such payment due to you.

18.         TAXES

18.1.     You understand that we are acting solely as an intermediary for the collection of fees between a Service User and a Service Professional who choose to enter into a Service Agreement. Because state and local tax laws vary significantly by locality, you understand and agree that you are solely responsible for determining your own tax reporting requirements in consultation with tax advisors, and that we cannot and do not offer tax advice to either Service User or Service Professional.

18.2.     For the purpose of this Article, “Tax” is defined as any present or future, Malaysian or foreign tax, levy, impost, duty, charge, fee, deduction or withholding of any nature, and any interest or penalties in respect thereof.

19.         LINKS TO AND FROM OTHER WEBSITES

19.1.     Aspects of the Platform and the Platform Service may be supported by advertising revenue. As such, we may display advertisements and promotions on the Platform. The manner, mode and extent of advertising by us on the Platform are subject to change and the appearance of advertisements on the Platform does not necessarily imply endorsement by us of any advertised products or services. You agree that we shall not be responsible or liable for any loss or damage of any sort incurred by you as a result of any such dealings or as the result of the presence of such advertisers on the Platform.

19.2.     The Platform may contain links to third party sites and to resources provided by third parties (“Third Party Sites”). You acknowledge and agree that we are not responsible for the availability of such external sites or resources, and are not responsible or liable for any content, advertising, products, goods or services on or available from such websites or resources. Unless expressly stated on the Platform, links to Third Party Sites should in no way be considered as or interpreted to be our endorsement of such Third Party Sites or any product or service offered through them.

19.3.     We have no control over and we assume no responsibility for the content of the Third Party Sites and we accept no liability for any loss or damage that may arise from your use of them. If you access any of the Third Party Sites linked to the Platform, or use or rely upon the content of such Third Party Sites, you hereby do so entirely at your own risk. Once you leave our Platform, these Terms of Use and the terms of Agreement no longer govern you and you are advised to check the terms and conditions of those websites. You also acknowledge that it is your obligation to comply with any terms and conditions of any third parties that you may come into contact with either directly or indirectly through the use of the Platform, and you accept all responsibility thereof. Your dealings and communications through the Platform with any party other than us are solely between you and such third party. Any complaints, concerns or questions you have relating to materials provided by third parties should be forwarded directly to the applicable third party.

20.         DATA PROTECTION

20.1.     Please see our Privacy Policy which forms part of the Agreement.

21.         INTELLECTUAL PROPERTY RIGHTS

21.1.     All Intellectual Property rights subsisting in respect of the Platform and the Platform Service shall remain the sole and exclusive of our property (or that of our licensors). All rights under applicable laws are hereby reserved. You shall not reproduce, retransmit, disseminate, sell, distribute, publish, broadcast, circulate or commercially exploit any of our information or materials on the Platform in any manner whatsoever without our prior written consent nor use the information for any illegal or other purpose not permitted by us.

21.2.     You shall protect our contractual and statutory rights in or to the information or materials furnished through the Platform and/or the Platform Service and you shall immediately comply with all requirements from us and execute any and all applications, assignments or other instruments which we deem necessary to protect our rights.

22.         NOTICES

22.1.     Any notice or demand or other document may be sent by us to you by any one or more of the following methods:

22.1.1.       by transmitting the same to your last known email address known to us and shall be deemed to have been received by you immediately upon successful the transmission thereof notwithstanding any delay caused by mechanical or electronic failure or any reasons whatsoever; or

22.1.2.       by publishing such notice on the Platform and shall be deemed to have been received by you immediately upon the date of publishing thereof.

22.2.     All notices or instructions including any change in your address sent by you to us shall be in writing and sent by ordinary or registered post or delivered personally to us at our then prevailing place of business (deemed received by us when we had in fact received the same) or transmitted via facsimile or through the Platform (deemed received by us when we have actual notice of the same respectively provided always all instructions shall be communicated by you to us through the designated forum provided in the Platform).

23.         THIRD PARTY RIGHTS

23.1.     All provisions of the Agreement apply equally to and are for the benefit of us, our subsidiaries, our (or their) holding companies, our (or their) affiliates, our (or their) third party providers and licensors and each shall the right to assert and enforce such provisions directly or on its own behalf (save that the Agreement may be varied or rescinded without the consent of these parties).

24.         ASSIGNMENT

24.1.     You shall not assign or delegate or otherwise deal with all or any of your rights or obligations under the Agreement without our prior written consent. We shall have the right to assign or otherwise delegate all or any of our rights or obligations under the Agreement to any person.

25.         SEVERANCE

25.1.     If any provision of the Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, the provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the commercial intention of the parties. To the extent it is not possible to delete or modify the provision, in whole or in part, under this Article 25.1, then such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed not to form part of the Agreement and the legality, validity and enforceability of the remainder of the Agreement shall, subject to any deletion or modification made under this Article 25.1, not be effected.

26.         FORCE MAJEURE

26.1.     We shall not be liable to you for non-performance or delay in performance of any of our obligations under the Agreement resulting from any act of god, flood, fire, war, riot, civil commotion, natural catastrophe, strike, act of governmental, change of law, or any supervening event of whatsoever nature beyond our reasonable control.

27.         SEVERAL USERS

27.1.     If there are two or more persons adhering to the Agreement as Users, their liability under the Agreement is joint and several, and their rights are joint.

28.         WAIVERS

28.1.     No failure or delay by us to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

29.         RELATIONSHIP

29.1.     Nothing in these Terms of Use and the Agreement shall constitute a partnership, joint venture or principal-agent relationship between you and us, nor does it authorise you to incur any costs or liabilities on our behalf.

29.2.     All Users are independent of us. Neither we nor any Users may direct or control the day-to-day activities of the other, or create or assume any obligation on behalf of the other.

30.         DISPUTES

30.1.     In the event a problem arises out of a Service Contract, or in a transaction between a Service User and a Service Professional, the Service User and the Service Professional agree to communicate with each other first to attempt to resolve such dispute by mutual discussions, which we shall use reasonable commercial efforts to facilitate. If the matter cannot be resolved by mutual discussions, Users may approach the claims tribunal of their local jurisdiction to resolve any dispute arising from a transaction.

30.2.     Each of the Service User and the Service Professional covenants and agrees that it will not bring suit or otherwise assert any claim against us, our officers, directors, employees, agents, contractors and assigns in relation to any transaction made on the Platform or any dispute related to such transaction.

31.         GOVERNING LAW

31.1.     These Terms of Use and the Agreement shall be governed by, and construed in accordance with, the Malaysian law. Unless otherwise required by applicable laws, any dispute, controversy, claim or difference of any kind whatsoever shall be arising out of or relating to these Terms of Use and/or the Agreement against or relating to us or any of our officers, directors, employees, agents, contractors and assigns under these Terms of Use shall be referred to and settled by arbitration in accordance with the Arbitration Rules of the Asian International Arbitration Centre held in Kuala Lumpur, Malaysia. The arbitral tribunal shall consist of a sole arbitrator who is legally trained and who has experience in the information technology field in Malaysia and is independent of either party. The parties may agree on the appointment of the sole arbitrator within 14 days from the date of the notice to concur on the appointment of the arbitrator, failing which SynergyBiz shall have the sole discretion to appoint the sole arbitrator to resolve the dispute arising hereunder. The place of arbitration shall be Malaysia. Any award by the arbitration tribunal shall be final and binding upon the parties.

31.2.     Notwithstanding the foregoing, we reserve the right to pursue the protection of Intellectual Property rights and confidential information through injunctive or other equitable relief through the courts.

32.         LANGUAGES

32.1.     These Terms of Use are drafted in the English language. Where we provide you with a translation of the English language version of the Terms of Use, then you agree that the translation is provided for your convenience only and that the English language version of the Terms of Use shall govern your relationship with us.

32.2.     If there is any contradiction between the English language version of the Terms of Use and any translation as we provide, the English language version of the Terms of Use shall prevail.