End User License Agreement "EULA"
End User License Agreement (“EULA”)
This End User License Agreement (“Agreement”) is an agreement between IFCA MSC BHD, (hereinafter referred to as “IFCA,” the Company,” “we,” “us” or “our”) and you or the entity that you represent for the IFCA software (hereinafter referred to as the “Software”).
PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS IMPORTANT TERMS THAT AFFECT YOU AND YOUR USE OF THE SOFTWARE. BY INSTALLING, COPYING OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT INSTALL, COPY, OR USE THE SOFTWARE. IF YOU ARE ACCESSING OR USING THE SOFTWARE ON BEHALF OF ANY ENTITY OR OTHERWISE IN PERFORMANCE OF SERVICES FOR ANY ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH ENTITY’S BEHALF, THAT ACCEPTANCE OF THIS AGREEMENT AND USE OF THIS SOFTWARE WILL NOT VIOLATE ANY AGREEMENT YOU HAVE WITH SUCH ENTITY, AND THAT SUCH ENTITY AGREES TO INDEMNIFY YOU AND COMPANY FOR VIOLATIONS OF THIS AGREEMENT.
- Software License
Subject to the terms and conditions of this Agreement and during the term of this Agreement, IFCA hereby grants you a non-exclusive, non-sublicensable, non-transferable license to install, access, download and use one copy of the Software in object code form only on an authorized personal computing device and network server solely to use the services made available by IFCA (the “IFCA’s Services”) for your own personal or internal business use (the “Permitted Purpose”). Any Software that updates, supplements or replaces the original Software is governed by this Agreement unless separate license terms accompany such update, supplement or replacement, in which case such separate terms will govern in the event of a conflict with this Agreement or as otherwise provided in such separate terms.
- License Limitations
Section 1 states the entirety of your rights with respect to the Software, and we reserve all rights not expressly granted to you in this Agreement. Without limiting the foregoing, you will not do, or authorize or permit any third party to do, any of the following:
(a) distribute, sub-license, sell, assign, or otherwise transfer or make available the Software;
(b) use the Software for any purpose other than the Permitted Purpose;
(c) reverse engineer, decompile, disassemble or otherwise attempt to discover or re-create the source code for the Software;
(d) modify, adapt, alter, improve or create any derivative works of the Software;
(e) connect the Software with any other online services or use the Software in conjunction with other software or services not provided by or permitted by IFCA in connection with IFCA’s Services;
(f) remove, circumvent or create or use any workaround to any copy protection or security feature in or relating to the Software; or
(g) remove, alter or obscure any copyright, trademark or other proprietary rights notice on or in the Software.
- Ownership and Confidentiality
YOU ARE EXPRESSLY PROHIBITED FROM DISCLOSING THE SOFTWARE TO ANY PERSON OR ENTITY OR PERMITTING ANY PERSON OR ENTITY ACCESS TO OR USE OF THE SOFTWARE OTHER THAN IN ACCORDANCE WITH THIS AGREEMENT.
THE SOFTWARE IS PROVIDED TO YOU FREE OF CHARGE AND IS PROVIDED ON AN “AS IS” BASIS AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. IFCA AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. IFCA DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE IS FREE OF BUGS, ERRORS, VIRUSES OR OTHER DEFECTS OR THAT THE SOFTWARE WILL TRANSMIT DATA IN A SECURE MANNER. IFCA AND ITS LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND FOR THE USE OF OR INABILITY TO USE THE SOFTWARE. IFCA AND ITS LICENSORS PROVIDES ANY WARRANTY OR REPRESENTATIONS OF ANY KIND THAT THE SOFTWARE WILL OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, ACHIEVE ANY KIND OF INTENDED PURPOSE, BE COMPATIBLE WITH ANY OTHER SOFTWARE OR SYSTEM, OR HAVE ERRORS THAT CAN BE CORRECTED.
Some jurisdictions do not allow the exclusion of implied warranties or limitations on how long an implied warranty may last. To the extent that those laws apply to this Agreement, the exclusions and limitations set forth above may not apply.
You will defend, indemnify and hold harmless IFCA and its affiliates, independent contractors, service providers, suppliers, partners, resellers, distributors and consultants, and their respective directors, officers, employees and agents (collectively, the “Company Parties”) from and against any third party claims, suits or actions and any resulting damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to:
(a) your use of, or inability to use, the Software; or
(b) your violation of any terms of this Agreement.
- Limitation of Liability
IN NO EVENT SHALL ANY OF THE COMPANY PARTIES BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF A COMPANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE COMPANY PARTIES, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE EXCEED THE COMPENSATION YOU HAVE PAID, IF ANY, TO IFCA FOR THE SOFTWARE. Some jurisdictions do not allow the exclusion or limitation of certain damages. To the extent that those laws apply to this Agreement, the exclusions and limitations set forth above may not apply.
IFCA may terminate this Agreement at any time, with or without cause, immediately upon notice to you. IFCA may also discontinue IFCA’s Services with which the Software is used, in which case this Agreement will terminate automatically without notice to you. You may terminate this Agreement by cancelling your IFCA Services account opened in connection with your use of the Software and deleting all copies of the Software in your possession or control. In the event of the termination of this Agreement for any reason:
(a) the license granted to you in this Agreement will terminate;
(b) you must immediately cease all use of the Software and destroy or erase all copies of the Software in your possession or control; and
(c) Sections 3 (Ownership), 4 (Disclaimers), 5 (Indemnification), 6 (Limitation of Liability), 7 (Termination), 10 (Governing Law) and 11 (General) will survive any such termination.
Further, in the event the agreement governing your use of IFCA’s Services with which the Software is used is terminated for any reason, this Agreement will terminate automatically without notice to you.
- Changes to the EULA or the Software
IFCA reserves the right, in its sole and absolute discretion, to revise, update, change, modify, add to, supplement, or delete certain terms of this EULA for security, legal, best practice or regulatory reasons. Such changes will be effective with or, as applicable, without prior notice to you. You can review the latest version of this EULA clicking https://ifca.asia/end-user-license-agreement-eula/ or on https://ifca.asia/. You are responsible for checking this EULA periodically for changes. If any future changes to this EULA are unacceptable to you or causes you to no longer be in agreement or compliance with this EULA, you may terminate this EULA in accordance with Clause 7 and must immediately uninstall the Software and destroy all copies of the Software. Your continued use of the Software following any revision to this EULA constitutes your complete and irrevocable acceptance of any and all such changes.
IFCA may modify the Software for any reason or without any specific reason, at any time and at its entire discretion, in particular for technical reasons such as updates, maintenance operations and/or resets to improve and/or optimize the Software. You agree that the Software may install or download the modifications automatically. You agree that IFCA may stop to support previous versions of the Software upon availability of an updated version. IFCA’s channel partners and associated service providers shall have no obligation to furnish any maintenance or customer support with respect to the Software. IFCA also reserves the right to amend the Software License granted as set out in Clause 1 to place limits on the use of the Software.
- Evaluation and Feedback
You will at your own risk and expense use reasonable efforts to provide IFCA with reasonable information and feedback (including, without limitation, questions, comments, suggestions, or the like) regarding the performance, features, functionality and your overall experience using the Software (“Feedback”) and will make yourself available to IFCA on a reasonable basis for this purpose. You will not provide any such Feedback to any third party without IFCA’s prior written consent in each instance. You hereby grant to IFCA an exclusive, royalty-free, irrevocable, perpetual worldwide right and license to reproduce, use, disclose, exhibit, display, transform, create derivative works and distribute any such Feedback without limitation. Further, we will be free to use any ideas, concepts, know-how or techniques contained in such Feedback for any purpose whatsoever, including, without limitation, developing, making, marketing, distributing and selling products and services incorporating such Feedback. We will have no obligation to consider, use, return or preserve any Feedback you provide to us. Any Feedback you provide to us may or may not be treated confidentially by us, and we will have no obligation or liability to you for the use or disclosure of any Feedback. You should not to expect any compensation of any kind from us with respect to your Feedback.
- Governing Law
Unless expressly prohibited by local law, this Agreement is governed by the laws of Malaysia, without regard to any conflict of law principles to the contrary. You hereby irrevocably consent to jurisdiction of the state and federal courts located in Malaysia with respect to any proceeding regarding this Agreement or the Software. You will not prosecute any action, suit, proceeding or claim arising under or by reason of this Agreement or the Software except in such courts.
(a) Export Restrictions
The Software is subject to all applicable export restrictions. You must comply with all export and import laws and restrictions and regulations of Malaysia, foreign agency or authority relating to the Software and your use of the Software. You agree not to transfer, export or re-export the Software and any data or information which you obtained from IFCA or is the Software without a proper license under Malaysian law, restrictions and regulations.
If any court of competent jurisdiction or competent authority finds that any provision of this EULA is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this EULA shall not be affected. If any invalid, unenforceable or illegal provision of this EULA would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with minimum modification necessary to make it legal, valid and enforceable to reflect IFCA’s initial intentions.
You may not assign or otherwise transfer this Agreement, or assign, sublicense or otherwise transfer any of your rights under this Agreement without the prior written consent of IFCA, and any attempted assignment without such consent will be void. (e) Attorney’s Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and reasonable attorney’s fees.
(d) Entire Agreement
(e) Internet Connection