End User
License Agreement

1. Definitions

For this Agreement, the following terms have the meanings set out below:

• “Software” means OfficeDesk.ai, including its binary executable files, command-line interface (CLI), related documentation, updates, upgrades and other materials provided by the Company under this Agreement.
• “Subscription” means the paid plan through which the Licensee is granted access to use the Software.
• “Authorized User” means an employee, contractor or agent of the Licensee who is permitted to use the Software solely on the Licensee's behalf.
• “Intellectual Property Rights” means all patents, copyrights, trademarks, trade secrets and other proprietary rights.
• “Confidential Information” means non-public information relating to the Software, including its design, functionality, performance characteristics and pricing.

2. Grant of License

2.1 Limited License

Subject to this Agreement and payment of applicable Subscription fees, the Company grants You a limited, non-exclusive, non-transferable, non-sublicensable and revocable license to install and use the Software solely for Your internal business operations during the Subscription term.

2.2 Authorized Users

You may allow Authorized Users to use the Software on Your behalf, provided that You remain fully responsible for each Authorized User's compliance with this Agreement. The number of Authorized Users must not exceed the number specified in Your Subscription plan.

2.3 Reservation of Rights

All rights not expressly granted to You are reserved by the Company. This Agreement does not transfer to You any ownership interest in the Software or its Intellectual Property Rights.

3. Restrictions

You must not, and must ensure that Authorized Users do not:

• Copy, reproduce, distribute, publish or make the Software, or any portion of it, available to a third party without the Company's prior written consent.
• Reverse engineer, disassemble, decompile, decode, decrypt, translate or otherwise attempt to access the source code, underlying algorithms or trade secrets of the Software.
• Modify, adapt, translate, create derivative works from or otherwise alter the Software.
• Sublicense, sell, resell, transfer, assign, rent, lease, lend or otherwise commercially exploit the Software or make it available to a third party.
• Remove, alter, obscure or circumvent proprietary notices, labels or security features incorporated into the Software.
• Use the Software to develop a competing product or service, or benchmark it against competing products, without the Company's prior written consent.
• Use the Software in a manner that violates applicable law, regulation or third-party rights.
• Permit a third party to do any of the foregoing.

4. Intellectual Property Ownership

The Software, including all copies, modifications, enhancements and derivative works, where permitted, remains the exclusive property of the Company and its licensors. The Company retains all Intellectual Property Rights in and to the Software. Nothing in this Agreement transfers ownership of those rights to You.

You acknowledge that the Software is proprietary and confidential and constitutes a trade secret of the Company. You agree to take reasonable precautions to protect its confidentiality and not disclose the Software or related Confidential Information to a third party.

5. Subscription, Payment, and Term

5.1 Subscription Fees

Access to the Software requires payment of the Subscription fees stated in the applicable order form, purchase page or pricing schedule. Fees are non-refundable unless expressly stated otherwise or required by applicable law.

5.2 Renewal

Subscriptions renew automatically at the end of each subscription period unless either party gives written notice of non-renewal at least fourteen (14) days before the renewal date.

5.3 Price Changes

The Company may modify Subscription fees. Any change will be communicated to You at least thirty (30) days before the next billing cycle.

5.4 Suspension for Non-Payment

The Company may suspend or terminate Your access to the Software immediately and without notice if any Subscription fee is not paid when due.

6. Disclaimer of Warranties

To the maximum extent permitted by applicable law, the Company and its affiliates, officers, directors, employees, agents, suppliers and licensors disclaim all warranties, including:

• Implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.
• Warranties that the Software will meet Your requirements or expectations.
• Warranties that the Software will be uninterrupted, timely, secure or free from errors, bugs or defects.
• Warranties about the accuracy, completeness or reliability of results obtained through use of the Software.
• Warranties arising from course of dealing, course of performance or usage of trade.

No oral or written information or advice from the Company or its authorised representatives creates a warranty. Some jurisdictions do not permit the exclusion of certain warranties, so some exclusions may not apply to You.

7. Limitation of Liability

To the maximum extent permitted by applicable law, the Company, its affiliates, directors, officers, employees, agents, partners, suppliers and licensors are not liable for:

• Indirect, incidental, special, consequential, punitive or exemplary damages.
• Loss of profits, revenue, data, business, goodwill or anticipated savings.
• Business interruption or loss of business opportunity.
• Other losses or damages of any kind.

These limitations apply whether a claim is based on contract, tort (including negligence), strict liability or another legal theory, even if the Company has been advised that such damages are possible or a remedy fails its essential purpose.

The Company's total aggregate liability arising from or connected with this Agreement or use of the Software will not exceed the total Subscription fees actually paid by You to the Company during the three (3) months immediately before the event giving rise to the claim.

Some jurisdictions do not allow exclusion or limitation of liability for consequential or incidental damages, so these limitations may not fully apply to You.

8. Indemnification

You will indemnify, defend and hold harmless the Company and its affiliates, directors, officers, employees and agents from claims, liabilities, damages, losses, costs and expenses, including reasonable legal fees, arising from or relating to:

• Your use of the Software in violation of this Agreement or applicable law.
• Your breach of a representation, warranty or obligation under this Agreement.
• Data, content or materials processed through the Software by You or an Authorized User.
• Negligence or wilful misconduct by You or an Authorized User.

9. Term and Termination

9.1 Term

This Agreement begins when You first install or use the Software and continues for the duration of Your active Subscription unless terminated earlier under this Agreement.

9.2 Termination by Company

The Company may terminate this Agreement immediately by written notice if You breach a material term and do not cure that breach within fourteen (14) days after receiving written notice, become insolvent or subject to bankruptcy or similar proceedings, or engage in conduct the Company reasonably determines is harmful to the Software or the Company's business.

9.3 Effect of Termination

When this Agreement expires or is terminated, all licenses granted under it terminate immediately. You must stop using the Software and destroy or delete all copies in Your possession or control. Provisions that by their nature should survive termination will continue, including Sections 4, 6, 7, 8, 10 and 11.

10. Governing Law and Dispute Resolution

10.1 Governing Law

This Agreement is governed by and construed according to the laws of Malaysia, without regard to conflict-of-law provisions.

10.2 Jurisdiction

Any dispute connected with this Agreement, including a question about its existence, validity or termination, is subject to the exclusive jurisdiction of the courts of Malaysia. Both parties irrevocably submit to the personal jurisdiction of those courts.

10.3 Good Faith Negotiation

Before starting legal proceedings, the parties will first attempt in good faith to resolve the dispute through direct negotiation for thirty (30) days from the date written notice of the dispute is given.

11. General Provisions

11.1 Entire Agreement

This Agreement is the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, whether written or oral.

11.2 Amendments

The Company may update or modify this Agreement and will give at least thirty (30) days' notice of material changes. Continued use of the Software after an amendment becomes effective constitutes acceptance of the revised Agreement.

11.3 Severability

If a court of competent jurisdiction finds a provision invalid, illegal or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in effect.

11.4 Waiver

No failure or delay by the Company in exercising a right or remedy under this Agreement operates as a waiver. A single or partial exercise of a right or remedy does not prevent another or further exercise of it.

11.5 Assignment

You may not assign, transfer or sublicense Your rights or obligations under this Agreement without the Company's prior written consent. The Company may freely assign this Agreement, including in connection with a merger, acquisition or asset sale. A purported assignment that violates this section is void.

11.6 Notices

Notices under this Agreement must be in writing and delivered by email or registered mail. Notices to the Company must be sent to the contact information on the Company's official website or in its product documentation.

11.7 Force Majeure

The Company is not liable for failure or delay caused by events beyond its reasonable control, including acts of God, war, terrorism, labour disputes, government actions, internet or telecommunications failures or other force majeure events.

11.8 No Third-Party Beneficiaries

This Agreement benefits only the parties and their respective successors and permitted assigns. It does not create third-party beneficiary rights.

11.9 Language

This Agreement is in English. If a translation conflicts with the English version, the English version prevails.