Subscription Agreement

TERMS & CONDITIONS

1. INTRODUCTION

Welcome to the NoQue platform (the "Site"). Please read the following Terms of Service carefully before using this Site or opening an account ("Account") so that you are aware of your legal rights and obligations with respect to edxaPay Sdn. Bhd. (Company Registration No. 1455673-W) and its affiliates and subsidiaries (individually and collectively," edxaPay ", ” company ”, "we", "us" or "our"). The "Services" we provide or make available include (a) the Site, (b) the services provided by the Site and by edxaPay client software made available through the Site, and (c) all information, linked pages, features, data, text, images, photographs, graphics, music, sounds, video (including live streams), messages, tags, content, programming, software, application services (including, without limitation, any mobile application services) or other materials made available through the Site or its related services ("Content"). Any new features added to or augmenting the Services are also subject to these Terms of Service. These Terms of Service govern your use of Services provided by edxaPay.

The Services include an online platform service that provides a place and opportunity for the sale of goods between the Buyer (“Buyer”) and the Seller (“Seller”) (collectively “you”, “Users” or “Parties”). The actual contract for sale is directly between Buyer and Seller and is not a party to that or any other contract between Buyer and Seller and accepts no obligations in connection with any such contract. Parties to such transaction will be entirely responsible for the sales contract between them, the listing of goods, warranty of purchase and the like. edxaPay is not involved in the transaction between Users. edxaPay may or may not pre-screen Users or the Content or information provided by Users. edxaPay reserves the right to remove any Content or information posted by you on ’s platform. edxaPay cannot ensure that Users will actually complete a transaction.

Before becoming a User of the Site, you must read and accept all of the terms and conditions in, and linked to, these Terms of Service and you must consent to the processing of your personal data as described in the Privacy Policy linked hereto.

edxaPay reserves the right to change, modify, suspend, or discontinue all or any part of this Site or the Services at any time or upon notice as required by local laws. edxaPay may release certain Services or their features in a beta version, which may not work correctly or in the same way the final version may work, and we shall not be held liable in such instances. edxaPay may also impose limits on certain features or restrict your access to parts of, or the entire, Site or Services in its sole discretion and without notice or liability.

edxaPay reserves the right to refuse to provide you access to the Site or Services or to allow you to open an Account for any reason.

BY USING EDXAPAY SERVICES OR OPENING AN ACCOUNT, YOU GIVE YOUR IRREVOCABLE ACCEPTANCE OF AND CONSENT TO THE TERMS OF THIS AGREEMENT, INCLUDING THOSE ADDITIONAL TERMS AND CONDITIONS AND POLICIES REFERENCED HEREIN AND/OR LINKED HERETO.

IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE OUR SERVICES OR ACCESS THE SITE. IF YOU ARE UNDER THE AGE OF 18 OR THE LEGAL AGE FOR GIVING CONSENT HEREUNDER PURSUANT TO THE APPLICABLE LAWS IN YOUR COUNTRY (THE “LEGAL AGE”), YOU MUST GET PERMISSION FROM A PARENT OR LEGAL GUARDIAN TO OPEN AN ACCOUNT AND THAT PARENT OR LEGAL GUARDIAN MUST AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT KNOW WHETHER YOU HAVE REACHED THE LEGAL AGE, OR DO NOT UNDERSTAND THIS SECTION, PLEASE DO NOT CREATE AN ACCOUNT UNTIL YOU HAVE ASKED YOUR PARENT OR LEGAL GUARDIAN FOR HELP. IF YOU ARE THE PARENT OR LEGAL GUARDIAN OF A MINOR WHO IS CREATING AN ACCOUNT, YOU MUST ACCEPT THE TERMS OF THIS AGREEMENT ON THE MINOR'S BEHALF AND YOU WILL BE RESPONSIBLE FOR ALL USE OF THE ACCOUNT OR COMPANY SERVICES USING SUCH ACCOUNT, WHETHER SUCH ACCOUNT IS CURRENTLY OPEN OR CREATED LATER.

2. YOUR ACCOUNT

a. Registration and Permitted Activities: Only businesses (including sole proprietors), bona fide charitable organizations, and other entities or persons located in Malaysia are eligible to apply for an Account to use the Services described in this Agreement.

To register for an Account, you or the person or people submitting the application (your “Representative”) must provide us with your business or trade name, physical address, email, phone number, business and/or tax identification number, URL, the nature of your business or activities, and certain other information about you that we require. We may also collect personal information (including name, birthdate, and government-issued identification number) about your beneficial owners, principals, and your Account administrator. Until you have submitted all the required documents, and we have reviewed and approved, all required information, you may not use your account to accept payment from your customers.

To register for an individual or personal account, you must provide us your name, physical address, email, phone number, identification number, the nature of your business or activities and a copy of your identification card

b. Validation and Underwriting:

At any time during the term of this Agreement and your use of the Services, we may require additional information from you to verify beneficial ownership or control of the business, validate information you provided, and assess the risk associated with your business. This additional information may include business invoices, copies of government-issued identification, business licenses, or other information related to your business, its beneficial owners, or principals. Your failure to provide this information or material may result in suspension or termination of your Account.

You hereby authorize us to retrieve information about you from our service providers and other third parties, including credit reporting agencies and information bureaus and you authorize us to direct such third parties to compile and provide such information to us. You acknowledge that this may include your name, addresses, credit history, and other data about you or your business. You acknowledge that we may use your information to verify any other information you provide to us, and that any information we collect may affect our assessment of your overall risk to our business. You acknowledge that in some cases, such information may lead to suspension or termination of your Account. edxaPay may periodically update this information as part of our underwriting criteria and risk analysis procedures.

c. Changes to Your Business.

Keeping your Account Current: You agree to keep the information in your Account current. You must promptly update your Account with any changes affecting you, the nature of your business activities, beneficial owners, principals, or any other pertinent information. We may suspend your Account or terminate this Agreement if you fail to keep this information current.

You also agree to promptly notify us in writing no more than three business days after any of the following occurred: you are the subject of any voluntary or involuntary bankruptcy or insolvency application, petition or proceeding, receivership, or similar action (any of the foregoing, a “Bankruptcy Proceeding”); there is an adverse change in your financial condition; there is a planned or anticipated liquidation or substantial change in the basic nature of your business.

3. YOUR RELATIONSHIP WITH YOUR CUSTOMERS

You may only use the Services for legitimate Transactions with your customers. edxaPay is not responsible for the products or services you publicize or sell, or that your customers purchase using the Services; or if you accept donations, for your communication to your customers of the intended use of such donations. You affirm that you are solely responsible for the nature and quality of the products or services you provide, and for delivery, support, refunds, returns, and for any other ancillary services you provide to your customers.

You are responsible for confirming whether a Transaction initiated by your customer is erroneous or suspicious. You are solely responsible for any losses you incur due to erroneous or fraudulent Transactions in connection with your use of the Services.

edxaPay takes no responsibility and assume no liability for any loss or damages to Buyer arising from shipping information and/or payment information entered by Buyer or wrong remittance by Buyer in connection with the payment for the items purchased. We reserve the right to check whether Buyer is duly authorised to use certain payment method and may suspend the transaction until such authorisation is confirmed or cancel the relevant transaction where such confirmation is not available.

4. SELLER’S RESPONSIBILITIES

Seller shall properly manage and ensure that relevant information such as the price and the details of items, inventory amount and terms and conditions for sales is updated on Seller’s listing and shall not post inaccurate or misleading information.

The price of items for sale will be determined by the Seller at his/her own discretion. The price of an item and shipping charges shall include the entire amount to be charged to Buyer such as sales tax, value-added tax, tariffs, etc. and Seller shall not charge Buyer such amount additionally and separately.

Seller agrees that edxaPay may at its discretion engage in promotional activities to induce transactions between Buyer and Seller by reducing, discounting or refunding fees, or in other ways. The final price that Buyer will pay actually will be the price that such adjustment is applied to.

For the purpose of promoting the sales of the items listed by Seller, edxaPay may post such items (at adjusted price) on third-party websites (such as portal sites and price comparison sites) and other websites (domestic or foreign) operated by edxaPay.

Seller shall issue receipts, credit card slips or tax invoices to Buyer on request.

Seller acknowledges and agrees that Seller will be responsible for paying all taxes, customs and duties for the item sold and edxaPay cannot provide any legal or tax advice in this regard. As tax laws and regulations may change from time to time, Sellers are advised to seek professional advice if in doubt.

Seller acknowledges and agrees that Seller’s violation of any of edxaPay’s polices will result in a range of actions.

5. RESPONSIBILITIES AND DISCLOSURES TO YOUR CUSTOMERS

When using our Services, you agree to: (i) accurately communicate, and not misrepresent, the nature of the Transaction, and the amount of the Charge in the appropriate currency; (ii) provide a receipt that accurately describes each Transaction to Customers; (iii) provide Customers a meaningful way to contact you in the event that the product or service is not provided as described; (iv) not use Services to sell products or services in a manner that is unfair or deceptive, exposes the Buyers to unreasonable risks, or does not disclose material terms of a purchase in advance, deal with Shariah prohibited products; and (v) inform Buyers that edxaPay and its affiliates process Transactions (including payment Transactions) for you. You also agree to maintain and make available to your customers a fair and neutral return, refund, cancellation, or adjustment policy, and clearly explain the process by which Customers can receive a Refund.

6. DISPUTES

In the event a problem arises in a transaction, the Buyer and Seller agree to communicate with each other first to attempt to resolve such dispute by mutual discussions, which edxaPay 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.

Each Buyer and Seller covenants and agrees that it will not bring suit or otherwise assert any claim against edxaPay or its Affiliates (except where edxaPay or its Affiliates is the Seller of the product that the claim relates to) in relation to any transaction made on the Site or any dispute related to such transaction.

7. FEES AND FINES

edxaPay will provide the Services to you at the rates and for the fees (“Fees”) described as set out on the Pricing page. The Fees include charges for Transactions and for other events connected with your Account.

We reserved the right to revise the Fees at any time. However, we will provide you with at least 30 days’ advance notice before revisions become applicable to you.

We also reserved the right to vary the Fees for any of edxaPay’s customers.

In general, edxaPay charges service fees of RM 1.50 for all successful transactions completed on our platform. The Service Fee may be either borne by the Seller or Buyer depending on Seller’s preference. The Service Fees is subject to SST (“Tax Amount”), and the Buyer is responsible for such Tax Amount.

In addition to the Fees, you are also responsible for any penalties or fines imposed in relation to your edxaPay Account on you or by edxaPay or any Payment Method Provider or Payment Method Acquirer resulting from your use of Payment Processing Services in a manner not permitted by this Agreement or a Payment Method Provider’s rules and regulations.

8. SUBSCRIPTION FEES, PERIOD AND PURCHASE AMOUNTS

The Subscription Fees are non-refundable and non-transferable by us in any event and there is no obligation on the part of edxaPay to refund or credit all or any part of the Subscription Fees in any event which shall include but not limited to as follows:

a) you have changed your mind about an item/service;
b) you bought an item/service by mistake;
c) you found a better item/service;
d) you make a request on a goodwill basis;
e) you have a change in ownership or stakeholders; or
f) you would like to downgrade your service during your current billing cycle.

All sales of hardware by us to you in order for you to access and use edxaPay service are final and no returns, cancellations or rejections of such hardware will be accepted or permitted. You must hold a valid credit card or bank account at all times to pay the Fees.

We will provide you with valid Sales Tax invoices on a monthly basis prior to the due date for payment.

The Subscription Fees exclude Sales Tax, which you must pay on taxable supplies.

You must pay the Subscription Fees:

monthly or yearly in advance;
electronically in cleared funds to our bank account without any set-off or deduction; or direct debit via a valid and working credit card.

The Subscription Fees are paid in advance and will be billed in 30-day intervals for monthly plan and 365-day intervals for annual plan (each such date, a “Billing Date”). Transaction fees and additional fees will be charged from time to time at edxaPay’s discretion and any such fees are non-refundable by us in any event. You will be charged on each Billing Date for all outstanding Subscription Fees that have not previously been charged. The Subscription Fees will appear on an invoice, which will be sent to the account owner via the email provided. Also, an invoice will appear on the account page of your edxaPay’s administration console. You have approximately two weeks to bring up and settle any issues with the billing of the Subscription Fees.

Prices for using the edxaPay’s services are subject to change upon 30 days’ notice from edxaPay. Such notice may be provided at any time by posting the changes to the website or via email.

Your Subscription Period will commence:

a) upon self-activation of your account by way of informing our Customer Success – Onboarding Team (or by any other means); or
b) automatically, 3 months after your subscription payment was made (in the event no self-activation was performed), whichever comes first.

As part of the edxaPays’s service, you authorise us to collect the Purchase Amounts from each Buyer on your behalf for each purchase made through edxaPay’s system. You acknowledge and agree that our sole obligation in relation to the Purchase Amounts is to use reasonable endeavours to pay the Purchase Amounts to you, less any applicable Taxes we are obliged by law to deduct and pay to the applicable authorities. You also agree and accept that we are entitled to set off any outstanding Subscription Fees (including transaction fees and additional fees) against the Purchase Amounts.

9. ONSITE SUPPORT

Additional charges are imposed for additional services that requires on-site support. The following are the service rates for:

i. Technical Professional: RM400 per day
ii. Project Manager and above: RM600 per day

The onsite support rates are exclusive of meals, lodging and transport expenses. On-site support is purely subject to our staff availability and requires minimum 1-week advance notice. We have the right to refuse for not attending to the on-site requests without the need to mention of any specific reasons.

10. TAXES AND OTHER EXPENSES

Our fees are exclusive of any applicable Taxes, except as expressly stated to the contrary. You have sole responsibility and liability for: (i) determining what, if any, Taxes apply to the sale of your products and services, acceptance of donations, or payments you receive in connection with your use of the Services; and (ii) assessing, collecting, reporting, and remitting Taxes for your business to the appropriate tax and revenue authorities. If we are required to withhold any Taxes, or we are unable to validate any tax-related identification information you provide to us, we may deduct such Taxes from amounts otherwise owed and pay them to the appropriate taxing authority. If you are exempt from payment of such Taxes, you must provide us with an original certificate that satisfies applicable legal requirements attesting to your tax-exempt status. Upon our reasonable request, you must provide us with information regarding your tax affairs.

We may send documents to you and relevant tax authorities for Transactions processed using the Services. Specifically, pursuant to applicable Law, we may be required to file periodic informational returns with taxing authorities in relation to your use of the Services. If you use Payment Processing Services, you acknowledge that we will report the total amount of payments you receive each calendar year as required by the Internal Revenue Service. We also may, but are not obliged to, electronically send you tax-related information.

11. SERVICES AND ACCOUNT SUPPORT

We will provide you with support to resolve general issues relating to your Account and your use of the Services. This support includes resources and documentation that we make available to you through the current versions of edxaPay’s support pages, API documentation, and other pages on our website (collectively, “Documentation”).

You are solely responsible for providing support to your Customers regarding Transaction receipts, product or service delivery, support, returns, refunds, and any other issues related to your products and services and business activities.

Our office hours is from 9.00am-6.00pm from Monday to Friday (except for public holidays). For enquiries and support you may contact us at [email protected]. You may also communicate with us at our 24 hours chat line in our edxaPay website https://edxapay.com/.

12. SERVICE REQUIREMENTS, LIMITATIONS AND RESTRICTIONS

a. Compliance with Applicable Laws: You must use the Services in a lawful manner, and must obey all laws, rules, and regulations (“Laws”) applicable to your use of the Services and to Transactions. As applicable, this may include compliance with domestic and international Laws related to the use or provision of financial services, notification and consumer protection, unfair competition, privacy, and false advertising, and any other Laws relevant to Transactions.

b. Non-Shariah Compliant Activities: At all times, you are solely responsible to ensure that the goods and services sold are not prohibited under any Shariah principles. We do not allow any non-Shariah compliant goods and services to use the Services.

c. Prohibited items to Sell in edxaPay’s Platform:

- any illegal drugs, narcotics, controlled or illegal substances or other products that present a risk to consumer safety which violates of any laws;
- any sexually oriented services, products, or materials;
- any form of gambling activities;
- any human bodies, body parts and remains.
- any counterfeit products;
- any sale of stolen goods including digital and virtual goods,
- any weapons including firearms, ammunition, high capacity magazines, air guns, explosives;
- any fireworks or pyrotechnic devices or supplies;
- any goods or services that do not match with the list of nature of business filed with the Registrar of Businesses, Companies Commission of Malaysia;
- any illegal or immoral activities, including but not limited to such activities that violate the laws of Malaysia.

d. Other Restricted Activities: You may not use the Services to facilitate illegal Transactions. In addition, you may not allow, and may not allow others to: (i) access or attempt to access non-public edxaPay systems, programs, data, or services; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of the Services, Documentation, or our website except as expressly permitted by applicable Laws; (iii) act as service bureau or pass-through agent for the Services with no added value to Customers; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of the Services or enable functionality that is disabled or prohibited; (vi) reverse engineer or attempt to reverse engineer the Services except as expressly permitted by Laws; (vii) perform or attempt to perform any actions that would interfere with the normal operation of the Services or affect use of the Services by our other users; or (ix) impose an unreasonable or disproportionately large load on the Service.

13. SUSPICION OF UNAUTHORIZED OR ILLEGAL

We may refuse, condition, or suspend any Transactions that we believe: (i) may violate this Agreement or other agreements you may have with edxaPay; (ii) are unauthorized, fraudulent, or illegal; or (iii) expose you, edxaPay, or others to risks unacceptable to edxaPay. If we suspect or know that you are using or have used the Services for unauthorized, fraudulent, or illegal purposes, we may share any information related to such activity with the appropriate financial institution, regulatory authority, or law enforcement agency consistent with our legal obligations. This information may include information about you, your edxaPay Account, your customers, and Transactions made through your use of the Services.

14. DISCLOSURES AND NOTICES; ELECTRONIC SIGNATURE CONSENT

a. Consent to Electronic Disclosures and Notices: By registering for an Account, you agree that such registration constitutes the same legal effect as a physical signature.

b. Methods of Delivery: You agree that edxaPay can provide Notices regarding the Services to you through our website or through the Dashboard (as defined below), or by mailing Notices to the email or physical addresses identified in your Account. Notices may include notifications about your Account, changes to the Services, or other information we are required to provide to you. You also agree that electronic delivery of a Notice has the same legal effect as if we provided you with a physical copy.

15. TERMINATION

a. Term and Termination: This Agreement is effective upon the date you first use the Services for commercial transaction and continues until terminated by you or edxaPay. You may terminate this Agreement by closing your Account at any time by opening the account information tab in your account settings, selecting “close my account” and ceasing to use the Service. We may suspend your Account and your ability to access funds in your Account, or terminate this Agreement, if (i) we determine in our sole discretion that you are ineligible for the Services because of significant fraud or credit risk, or any other risks associated with your Account; (ii) you use the Services in a prohibited manner or otherwise do not comply with any of the provisions of this Agreement; (iii) any Law, Payment Method Provider or Payment Method Acquirer requires us to do so; or (iv) for any reasonable reason we are otherwise entitled to do so under this Agreement. A Payment Method Provider or Payment Method Acquirer may terminate your ability to accept its Payment Method, at any time and for any reason, in which case you will no longer be able to accept the Payment Method under this Agreement.

b. Effects of Termination: Upon termination, you agree to (i) complete all pending Transactions, (ii) stop accepting new Transactions, and (iii) immediately remove all edxaPay and payment network logos from your website (unless permitted under a separate license with the payment network). If you terminate this Agreement, we will pay out any remaining funds owed to you. In addition, upon termination you understand and agree that (i) all licenses granted to you by edxaPay under this Agreement will end; (ii) we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers; (iii) we will not be liable to you for compensation, reimbursement, or damages related to your use of the Services, or any termination or suspension of the Services or deletion of your information or account data; and (iv) you are still liable to us for any Fees or fines, or other financial obligation incurred by you or through your use of the Services prior to termination.

16. PAYMENT TERMS AND FINANCIAL SERVICES TERMS

You authorise us to instruct our financial services providers to hold, receive, and disburse funds on your behalf; and to instruct such financial services providers as to how and when funds are transferred to you. You also authorise us to designate which financial services providers may hold settlement funds, on deposit and in trust, pending transfer of funds to you in accordance with the terms of this Agreement. A clearing account through which funds are settled will be maintained by a financial services provider, and transfers to you from this account will be according to the amount after the deduction on our services fees and by the financial services provider to you.

We may add or remove Payment Method Providers and Payment Method Acquirers at any time. The Payment Terms and Financial Services Terms may also be amended from time to time. Your continuing use of the Payment Processing Services constitutes your consent and agreement to such additions, removals, and amendments.

17. PRIVACY

Your privacy is very important to us at edxaPay to better protect your rights, we have provided the edxaPay’s Personal Data Protection Policy to explain our privacy practices in detail. Please review the Privacy Policy to understand how edxaPay collects and uses the information associated with your Account and/or your use of the Services (the “User Information”). By using the Services or providing information on the Site, you:

(i) consent to edxaPay 's collection, use, disclosure and/or processing of your Content, personal data and User Information as described in the Privacy Policy;
(ii) agree and acknowledge that the proprietary rights of your User Information are jointly owned by you and edxaPay; and
(iii) shall not, whether directly or indirectly, disclose your User Information to any third party, or otherwise allow any third party to access or use your User Information, without edxaPay’s prior written consent.

Users in possession of another User’s personal data through the use of the Services (the “Receiving Party”) hereby agree that, they will (i) comply with all applicable personal data protection laws with respect to any such data; (ii) allow the User whose personal data the Receiving Party has collected (the “Disclosing Party”) to remove his or her data so collected from the Receiving Party’s database; and (iii) allow the Disclosing Party to review what information have been collected about them by the Receiving Party, in each case of (ii) and (iii) above, in compliance with and where required by applicable laws.

18. LIMITED LICENSE

edxaPay grants you a limited and revocable license to access and use the Services subject to the terms and conditions of these Terms of Service. All proprietary Content, trademarks, service marks, brand names, logos, and other intellectual property (“Intellectual Property”) displayed in the Site are the property of edxaPay and where applicable, third-party proprietors identified in the Site. No right or licence is granted directly or indirectly to any party accessing the Site to use or reproduce any Intellectual Property, and no party accessing the Site shall claim any right, title, or interest therein. By using or accessing the Services you agree to comply with the copyright, trademark, service mark, and all other applicable laws that protect the Services, the Site, 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 Services, the Site, or its Content. You also may not, without our prior written consent, mirror or frame any part or whole of the contents of this Site on any other server or as part of any other website. In addition, you agree that you will not use any robot, spider or any other automatic device or manual process to monitor or copy our Content, without our prior written consent (such consent is deemed given for standard search engine technology employed by Internet search websites to direct Internet users to this website).

You are welcome to link to the Site from your website, provided that your website does not imply any endorsement by or association with edxaPay. You acknowledge that edxaPay may, in its sole discretion and at any time, discontinue providing the Services, either in part or as a whole, without notice.

19. SOFTWARE

Any software provided by us to you as part of the Services is subject to the provisions of these Terms of Service. edxaPay reserves all rights to the software not expressly granted by edxaPay hereunder. Any third-party scripts or code, linked to or referenced from the Services, are licensed to you by the third parties that own such scripts or code, not by edxaPay.

20. ACCOUNTS AND SECURITY

Some functions of our Services require registration for an Account by selecting a unique user identification ("User ID") and password, and by providing certain personal information. If you select a User ID that edxaPay, in its sole discretion, finds offensive or inappropriate, edxaPay has the right to suspend or terminate your Account. You may be able to use your Account to gain access to other products, websites, or services to which we have enabled access or with which we have tied up or collaborated. edxaPay has not reviewed, and assumes no responsibility for any third-party content, functionality, security, services, privacy policies, or other practices of those products, websites or services. If you do so, the terms of service for those products, websites, or services, including their respective privacy policies, if different from these Terms of Service and/or our Privacy Policy, may also apply to your use of those products, websites, or services.

You agree to (a) keep your password confidential and use only your User ID and password when logging in, (b) ensure that you log out from your account at the end of each session on the Site, (c) immediately notify edxaPay of any unauthorised use of your Account, User ID and/or password, and (d) ensure that your Account information is accurate and up to date. You are fully responsible for all activities that occur under your User ID and Account even if such activities or uses were not committed by you. edxaPay will not be liable for any loss or damage arising from unauthorised use of your password or your failure to comply with this Section.

You agree that edxaPay may for any reason, in its sole discretion and with or without notice or liability to you or any third edxaPay party, immediately suspend, freeze or terminate your Account and your User ID, remove or discard from the Site any Content associated with your Account and User ID, withdraw any subsidies offered to you, cancel any transactions associated with your Account and User ID, temporarily or in more serious cases permanently withhold any sale proceeds or refunds, and/or take any other actions that edxaPay deems necessary. Grounds for such actions may include, but are not limited to, actual or suspected (a) extended periods of inactivity, (b) violation of the letter or spirit of these Terms of Service, (c) illegal, fraudulent, harassing, defamatory, threatening or abusive behaviour (d) having multiple user accounts, (e) buying products on the Site for the purpose of commercial re-sale, (f) abnormal or excessive purchase of products from the same Seller or related group of Sellers, (g) voucher abuse (including, but not limited to, selling of vouchers to third parties, selling of vouchers or other credits at a significant markup above face value and/or abnormal or excessive use of vouchers on the Site), or (h) behaviour that is harmful to other Users, third parties, or the business interests of edxaPay. Use of an Account for illegal, fraudulent, harassing, defamatory, threatening, or abusive purposes may be referred to law enforcement authorities without notice to you. If a legal dispute arises or law enforcement action is commenced relating to your Account or your use of the Services for any reason, edxaPay may terminate your Account immediately with or without notice.

Users may terminate their Account if they notify edxaPay in writing (including via email at [email protected]) of their desire to do so. Notwithstanding any such termination, Users remain responsible and liable for any incomplete transaction (whether commenced prior to or after such termination), shipment of the product, payment for the product, or the like, and Users must contact edxaPay after he or she has promptly and effectively carried out and completed all incomplete transactions according to the Terms of Service. edxaPay shall have no liability and shall not be liable for any damages incurred due to the actions taken in accordance with this Section. Users waive any and all claims based on any such action taken by edxaPay.

You may only use the Services and/or open an Account if you are located in one of our approved countries, as updated from time to time.

21. FEEDBACK

edxaPay welcomes information and feedback from our Users which will enable edxaPay to improve the quality of service provided. Please refer to our feedback procedure below for further information:

(i) Feedback may be made in writing through email to or using the feedback form found on the App.
(ii) Anonymous feedback will not be accepted.
(iii) Users affected by the feedback should be fully informed of all facts and given the opportunity to put forward their case.
(iv) Vague and defamatory feedback will not be entertained.

22. EXCLUSIONS AND LIMITATIONS OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EDXAPAY BE LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY), OR OTHER CAUSE OF ACTION AT LAW, IN EQUITY, BY STATUTE OR OTHERWISE, FOR:

(i) (A) LOSS OF USE; (B) LOSS OF PROFITS; (C) LOSS OF REVENUES; (D) LOSS OF DATA; (E) LOSS OF GOOD WILL; OR (F) FAILURE TO REALISE ANTICIPATED SAVINGS, IN EACH CASE WHETHER DIRECT OR INDIRECT; OR

(ii) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THIS SITE OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING THEREFROM, EVEN IF EDXAPAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES

YOU ACKNOWLEDGE AND AGREE THAT YOUR ONLY RIGHT WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SERVICES IS TO REQUEST FOR TERMINATION OF YOUR ACCOUNT AND/OR DISCONTINUE ANY USE OF THE SERVICES.

NOTHING IN THESE TERMS OF SERVICE SHALL LIMIT OR EXCLUDE ANY LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY EDXAPAY’S NEGLIGENCE, FOR FRAUD OR FOR ANY OTHER LIABILITY ON THE PART OF EDXAPAY THAT CANNOT BE LAWFULLY LIMITED AND/OR EXCLUDED.

23. LINKS TO THIRD PARTY SITES AND SHARING VIDEOS FROM YOUTUBE

Third party links provided throughout the Site will let you leave this Site. These links are provided as a courtesy only, and the sites they link to are not under the control of edxaPay in any manner whatsoever and you therefore access them at your own risk. edxaPay is in no manner responsible for the contents of any such linked site or any link contained within a linked site, including any changes or updates to such sites. edxaPay is providing these links merely as a convenience, and the inclusion of any link does not in any way imply or express affiliation, endorsement, or sponsorship by edxaPay of any linked site and/or any of its content therein.

By sharing YouTube Content, you hereby agree to be bound by the YouTube Terms of Service (https://www.youtube.com/t/terms).

24. YOUR CONTRIBUTIONS TO THE SERVICES

By submitting Content for inclusion on the Services, you represent and warrant that you have all necessary rights and/or permissions to grant the licenses below to edxaPay. You further acknowledge and agree that you are solely responsible for anything you post or otherwise make available on or through the Services, including, without limitation, the accuracy, reliability, nature, rights clearance, compliance with law and legal restrictions associated with any Content contribution. You hereby grant edxaPay and its 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 Services in any media formats and through any media channels, including, without limitation, for promoting and redistributing part of the Services (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.

Any Content, material, information, or idea you post on or through the Services, or otherwise transmit to edxaPay by any means (each, a "Submission"), is not considered confidential by edxaPay and may be disseminated or used by edxaPay without compensation or liability to you for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products. By making a Submission to edxaPay, you acknowledge and agree that edxaPay and/or other third parties may independently develop software, applications, interfaces, products and modifications and enhancements of the same which are identical or similar in function, code or other characteristics to the ideas set out in your Submission. Accordingly, you hereby grant edxaPay and its successors a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to develop the items identified above, and to use, copy, distribute, republish, transmit, modify, adapt, create derivative works of, publicly display, and publicly perform any Submission on, through or in connection with the Services in any media formats and through any media channels, including, without limitation, for promoting and redistributing part of the Services (and its derivative works). This provision does not apply to personal information that is subject to our privacy policy except to the extent that you make such personal information publicly available on or through the Services.

25. THIRD PARTY CONTRIBUTIONS TO THE SERVICES AND EXTERNAL LINKS

Each contributor to the Services of data, text, images, sounds, video, software, and other Content is solely responsible for the accuracy, reliability, nature, rights clearance, compliance with law and legal restrictions associated with their Content contribution. As such, edxaPay is not responsible to, and shall not, regularly monitor or check for the accuracy, reliability, nature, rights clearance, compliance with law and legal restrictions associated with any contribution of Content. You will not hold edxaPay responsible for any User's actions or inactions, including, without limitation, things they post or otherwise make available via the Services.

In addition, the Services may contain links to third party products, websites, services and offers. These third-party links, products, websites, and services are not owned or controlled by edxaPay. Rather, they are operated by, and are the property of, the respective third parties, and may be protected by applicable copyright or other intellectual property laws and treaties. edxaPay has not reviewed, and assumes no responsibility for the content, functionality, security, services, privacy policies, or other practices of these third parties. You are encouraged to read the terms and other policies published by such third parties on their websites or otherwise. By using the Services, you agree that edxaPay shall not be liable in any manner due to your use of, or inability to use, any website or widget. You further acknowledge and agree that edxaPay may disable your use of, or remove, any third-party links, or applications on the Services to the extent they violate these Terms of Service.

26. INDEMNITY

You agree to indemnify, defend and hold harmless edxaPay, and its shareholders, subsidiaries, affiliates, directors, officers, agents, co-branders or other partners, and employees (collectively, the "Indemnified Parties") from and against any and all claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, any other dispute resolution expenses) incurred by any Indemnified Party arising out of or relating to: (a) any transaction made on the Site, or any dispute in relation to such transaction (except where edxaPay or its Affiliates is the Seller in the transaction that the dispute relates to), (b) the edxaPay Guarantee, (c) the hosting, operation, management and/or administration of the Services by or on behalf of edxaPay, (d) your violation or breach of any term of these Terms of Service or any policy or guidelines referenced herein, (e) your use or misuse of the Services, (f) your breach of any law or any rights of a third party, or (g) any Content uploaded by you.

27. SEVERABILITY

If any provision of these Terms of Service shall be deemed unlawful, void, or for any reason unenforceable under the law of any jurisdiction, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions in such jurisdiction nor the validity and enforceability of the provision in question under the law of any other jurisdiction

27. SEVERABILITY

28. GOVERNING LAW

These Terms of Service shall be governed by and construed in accordance with the laws of Malaysia without regard to its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act, to the extent applicable, are expressly disclaimed. Unless otherwise required by applicable laws, any dispute, controversy, claim or difference of any kind whatsoever shall arise out of or relating to these Terms of Service against or relating to edxaPay or any Indemnified Party under these Terms of Service shall be referred to and finally resolved by arbitration in Malaysia. There will be one (1) arbitrator and the language of the arbitration shall be English.

29. DISCLAIMERS

THE SERVICES ARE PROVIDED "AS IS" AND WITHOUT ANY WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY EDXAPAY OF ANY KIND EITHER EXPRESSED, IMPLIED OR STATUTORY WITH RESPECT TO THE SERVICES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. WITHOUT LIMITING THE FOREGOING AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EDXAPAY DOES NOT WARRANT THAT THE SERVICES, THIS SITE OR THE FUNCTIONS CONTAINED THEREIN WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE OR ERROR-FREE, THAT DEFECTS, IF ANY, WILL BE CORRECTED, OR THAT THIS SITE AND/OR THE SERVER THAT MAKES THE SAME AVAILABLE ARE FREE OF VIRUSES, CLOCKS, TIMERS, COUNTERS, WORMS, SOFTWARE LOCKS, DROP DEAD DEVICES, TROJAN-HORSES, ROUTINGS, TRAP DOORS, TIME BOMBS OR ANY OTHER HARMFUL CODES, INSTRUCTIONS, PROGRAMS OR COMPONENTS.

YOU ACKNOWLEDGE THAT THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SITE AND/OR THE SERVICES REMAINS WITH YOU TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

EDXAPAY HAS NO CONTROL OVER AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DOES NOT GUARANTEE OR ACCEPT ANY RESPONSIBILITY FOR: (A) THE FITNESS FOR PURPOSE, EXISTENCE, QUALITY, SAFETY OR LEGALITY OF ITEMS AVAILABLE VIA THE SERVICES; OR (B) THE ABILITY OF SELLERS TO SELL ITEMS OR OF BUYERS TO PAY FOR ITEMS. IF THERE IS A DISPUTE INVOLVING ONE OR MORE USERS, SUCH USERS AGREE TO RESOLVE SUCH DISPUTE BETWEEN THEMSELVES DIRECTLY AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RELEASE EDXAPAY AND ITS AFFILIATES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY SUCH DISPUTE.

30. GENERAL PROVISIONS

edxaPay reserves all rights not expressly granted herein.

edxaPay may modify these Terms of Service at any time by posting the revised Terms of Service on this Site. Your continued use of this Site after such changes have been posted shall constitute your acceptance of such revised Terms of Service.

You may not assign, sublicense, or transfer any rights granted to you hereunder or subcontract any of your obligations

Nothing in these Terms of Service shall constitute a partnership, joint venture, or principal-agent relationship between you and edxaPay, nor does it authorise you to incur any costs or liabilities on edxaPay’s behalf.

The failure of edxaPay at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing

These Terms of Service are Fsolely for your and our benefit and are not for the benefit of any other person or entity, except for edxaPay 's affiliates and subsidiaries (and each of edxaPay 's and its affiliates and subsidiaries' respective successors and assigns).

The terms set forth in these Terms of Service and any agreements and policies included or referred to in these Terms of Service constitute the entire agreement and understanding of the parties with respect to the Services and the Site and supersede any previous agreement or understanding between the parties in relation to such subject matter. The parties also hereby exclude all implied terms in fact. In entering into the agreement formed by these Terms of Service, the parties have not relied on any statement, representation, warranty, understanding, undertaking, promise or assurance of any person other than as expressly set out in these Terms of Service. Each party irrevocably and unconditionally waives all claims, rights, and remedies which but for this Section it might otherwise have had in relation to any of the foregoing. These Terms of Service may not be contradicted, explained, or supplemented by evidence of any prior agreement, any contemporaneous oral agreement, or any consistent additional terms.

You agree to comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and corruption including without limitation the UK Bribery Act, the US Foreign Corrupt Practices Act, and the Malaysian Anti-Corruption Commission Act and confirm that you have and shall have in place all policies and procedures needed to ensure compliance with such requirements.

If you have any questions or concerns about these Terms of Service or any issues raised in these Terms of Service or on the Site, please contacts us at: [email protected]

LEGAL NOTICES: Please send all legal notices to [email protected] and Attention it to the “General Counsel”.

I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE AND ANY REVISION THE SAME HEREAFTER. BY CLICKING THE “SIGN UP ” BUTTON DURING REGISTRATION, I UNDERSTAND THAT I AM CREATING A DIGITAL SIGNATURE, WHICH I INTEND TO HAVE THE SAME FORCE AND EFFECT AS IF I HAD SIGNED MY NAME MANUALLY.