Terms and Conditions For GPS Customer User
1. Acceptance. By signing on the preceding page or using, installing, downloading, accessing or otherwise howsoever deal with the GPS software and GPS Device (hereafter defined), you hereby and shall be deemed to accept, acknowledge and be legally bound by the terms and conditions hereafter appearing. In the event you do not agree to the terms hereunder, you shall not install, access or use or unwrap or do anything to the GPS software and GPS Product and/or its accompanying material which is inconsistent with the terms hereunder and promptly return the same to the place you purchase the GPS software and GPS Device from accompanied with all relevant purchase documents within 7 days from the date hereof for a refund failing which the terms of this Agreement shall apply. Once the GPS Customer User / End User confirms to sign on the preceding page, the customer shall undertake to pay for ( 2 ) months of rental deposits and ( 1 ) month rental in advance for implementing this agreement.
2. Definition. For purposes of this Agreement, “End User” or “ Customer User” shall mean you, the signatory or the named party (and/or the entity) of this Agreement appearing at the preceding page. “EI” shall mean Explosoft International Sdn Bhd and its associated companies. “GPS software ” and “GPS Device” shall mean the product supplied or delivered or sold hereunder, including but not limited to its associated media, medium, printed materials and electronic documentation or other products, updates, add-on components or parts, patches, web services and/or supplements which EI shall designate in writing from time to time. The “Service” herein this agreement means the services including GPS Integrated Tracking System, technical and customer services.
3. Agreement Period. This Agreement shall be effective after execution of the Registration Form by the customer and upon the acceptance of the Registration Form together with the required attachment hereunder and the registration thereof by EI (“Registration Date”) EI shall reserves the right to decline any application without assigning any reason thereto. The services and minimum subscription period shall commence after the successful completion of the service installation, whether by EI, its appointed sales agent or the End User (as applicable) and upon the date on which the service is activated for the Customer by EI (“Activation Date”). This agreement will remain in full force and effect for the duration of service period. Contract period will be applicable when device is bundled together with the Service. EI may impose cancellation charges or fees if you terminate the Services or EI terminate due to your non-compliance prior to the agreed Contract Period.
4. Minimum Subscription. The End User shall subscribe to the GPS Software service for a period of not less than Minimum Subscription Period of twenty four (24) months or in the event of any promotion held by EI for the Service, such other minimum subscription period as may be applicable to the relevant promotions as may be prescribed by EI from time to time. This agreement shall remain in full force and effect for the duration of the Minimum Subscription Period and upon expiry of the Minimum Subscription Period, this agreement will automatically be renewed on a monthly basis unless earlier terminated officially by either party hereto in accordance with the provisions of this agreement.
5. Rights & License. GENERAL. These conditions of use apply to all editions, versions and Special Editions of EI’s GPS software and GPS Device. The GPS software is owned by Explosoft International Sdn Bhd, a company registered in Malaysia (Reg no.618452-M). Any data or maps associated with Special Editions of EI’ GPS software are the property of the "Special Edition Provider" and are covered by these conditions of use. The License and rights granted herein is non-exclusive and the End User is only authorized to use, install and access the GPS software on the number of primary systems or computer or workstations approved by EI which are operating properly. The License and rights granted herein are limited to the personal use of the End User only and is not transferable to any other person(s) or use in any other company or computers or any other workstations and the End User shall not deal with the GPS software in any manner or form which is not approved by EI or which is inconsistent with the Copyright Act 1987 including limited to the End User refraining from the act of reproduction, replication, duplication, reverse-engineering, disassemble, decompile or reassemble in any other form of language, distribution, selling or offering for sale, supply, sell, communication or exposing to the public or for any other commercial purposes without the official authorization from EI. It is also limited to application in the advertising business or in any manner howsoever which EI forbids expressly or impliedly. The End User shall not dispose of or resell the GPS software and GPS Device and its accompanying materials or any materials that may be supplied by EI wholly or partly to any other person without EI’s prior written consent.
6. Copyright. The End User accepts, acknowledges, agrees and confirms that the GPS software is protected under local and international copyright laws and are copyrighted under the Copyright Act 1987 and international treaties and that this End User Agreement does not grant the End User any title or interest or proprietary rights or any other rights to or in the GPS software or copies thereof and its accompanying materials other than those specify hereunder namely that the End User is only permitted to install, use and access the GPS software. End User may not make copies of the software for the purposes of monetary gain. At all times, all intellectual properties (trademarks, trade names, copyright, designs, patents and similar rights and properties) title, property, interest, privilege including copyright and its allied rights, primary or secondary, residing in the GPS software and the products and materials supplied or delivered hereunder belongs to, repose in, reside with and are the sole property of EI. Any associated data and maps are also protected by copyright laws, international treaty provisions, and applicable national laws.
7. Scope of Services & Fees. Our services is to provide you to use the product as you have specified on the registration form and use or install the product within our authorized service coverage area only. EI may include registration fee for new user and charge a reactivation fees for expired user. We may provide you notice via email or SMS for your account before expire date. You may, upon receive of such notice contact our authorized dealer or call up our customer service hotline. EI shall charge 1.5% of late payment charges on outstanding balance from the last expiry date into next month statement and there shall be an interruption on the service. End User will be responsible to pay for reactivation fees of RM100 in order to continue to use the GPS software service. You can put your order through our website on-line service or contact any sales agent. You may appoint these sales agents to provide onsite installation and training by paying a certain amount of service charge to the sales agent. The Fees for the GPS Software service shall be at the applicable rate indicated in the Registration Form or such as my be prescribed and informed to the End User by EI from time to time. The Fees shall continuously chargeable and payable by End User upon connectivity of GPS Software services to the GPS Device regardless of the usage. Except as otherwise provided in this agreement, payment of fees for the service shall pay in advance from the activation date, end user shall be liable for and shall promptly pay to EI, within the time period specified in EI’s bill for the service, all charges, fees, costs or other amount whatsoever as shown in EI’s bill, notwithstanding the End User may dispute the same for any reason(s) whatsoever.
8. Installation. End user undertakes to provide the appropriate place in order to allow our technicians to install the devices. The installation fees is at RM 200 per unit.
9. Maintenance. Defective installer must be return to EI and replacement will be made soon after we receive the return installer. Active GPS software end user will get phone calls and online assistant from our technical support or customer service with no charges.
10. Limitation & Notices. Unless as expressly provided herein, the End User shall not at any time in any manner or form reproduced or copied in whole or in part the GPS Software and the material supplied hereunder or that may accompanied the GPS Software. In the event the End User requires any additional copies of the GPS Software, GPS Device or its accompanying materials, printed or otherwise, the End User shall inform and may obtain the same from EI at the charges payable by the End User which EI may inform the End User from time to time. The End User shall at all time reproduce or take steps to conspicuously display all proprietary notices or any notices on or in all copies of the GPS Software or workstation or systems which is running or operating the GPS Software in the same manner and form that such proprietary notice are originally included in the GPS Software. The End User shall not at any time remove, alter, modify or obliterate or cancel from view any notices including but not limited to notices concerning the confidentiality, any copyright, trademark, confidentially or other proprietary notice, mark or legend from any part of the GPS Software and its accompanying materials or any such notices that may appear or present in the physical product, packaging, page, electronic media, record carrier or storage medium or in any run time resources, web related or enabled notices, code or other embodiments and output contained in or otherwise created or generated by the GPS Software .
12. Records. The End User shall at all times maintain proper records of the number and location of all copies of the GPS software and its accompanying materials and make such records available for EI to inspect, audit and check for purposes of verifying whether the terms hereunder has been complied with and the End User hereby unreservedly agrees and hereby grants to EI the right to enter its premises, inspect and check its records for the said purposes.
13. Confidentiality. The End User agrees, accepts and acknowledges that the GPS software and its accompanying materials constitute and contain confidential and valuable proprietary products and trade secrets of EI, embodying EI’s creative efforts and confidential information, ideas and expressions.
As such, the End User agrees and shall take all precautions and ensure that its employees shall treat the GPS software and its accompanying materials as confidential and with strictest confidence. The End User shall not without EI’s prior written consent disclose, reveal, distribute, disseminate, communicate, divulge, convey or impart in any form or manner to any person any information about the GPS software and its accompanying materials including but not limited to any evaluations or reports or any other data created, generated, contained or residing in the GPS software and its accompanying materials. The End User accepts and acknowledges that any unauthorized use, transfer, disclosure, dissemination or communication of the GPS software , its accompanying materials and other information in whole or in part relating hereunder will cause irreparable harm and damage to EI in short and long term, diminish the value of EI’s trade secrets and other proprietary interests and that EI’s remedy in law for such unauthorized use, disclosure, transfer, dissemination or communication is inadequate and as such in the event of the End User’s breach of its obligations hereunder EI shall be entitled to which the End User agrees and accepts to protect its interests therein including but not limited to the interim and/or permanent injunctive relief, damages and delivery-up. This term shall continue to remain in full force and effect notwithstanding the termination of this Agreement for whatever reasons and shall subsist and survive during the subsistence and post termination of this Agreement.
14. Default and Termination. This Agreement may be terminated by EI if any of the following events of default occur:
- The End User fails to make payment of fees, charges and/or any sum due to EI within Minimum Subscription Period.
- End User fails to write in and inform EI about their termination notice and refuse to make payment of fees stated on monthly bill.
Notwithstanding the termination by EI, the End User shall remain liable for all fees due and owing to EI during the Minimum Subscription Period and includes the deposits being forfeited plus a cancellation fee of RM 600 per unit. Once the end user’s account is barred, the following monthly rental remains on working continuity. In such circumstance, the end user remains to undertake to pay for the monthly rentals before the termination of the account is being officially done or renewing the account before the expire date of the Minimum Subscription Period is over.
In the event if the GPS Device is lease or rent to End User by EI on this agreement, the End User shall cease and desist all use of the GPS Software and within 2 days after the termination of this Agreement has been done officially and return to EI with all full or partial copies of the GPS software, GPS Device and its accompanying materials.
End User may terminate this Agreement at any time within the Minimum Subscription Period by notifying the Company in writing. Official termination means the termination is being done by writing a formal notice to inform EI.
15. Disclaimer. The End User accepts, acknowledges and agrees that EI has and bears no liability and shall have no warranty obligations with respect to any failures of the Software which are the result of any type or kind of accident, abuse, misapplication, extreme power surge or extreme electromagnetic field or howsoever as the GPS software is provided to the End User on the “as is where is” basis without warranty of any kind, express or implied and EI does not provide and this Agreement excludes any warranties relating to the merchantability, fitness for any purpose or non-infringement. All warranties, express or implied are excluded herein. In the event, EI is ordered by any court or in any event regardless of the form of action taken by EI’s entirely and completely liability and the End User’s exclusive remedy shall be, at EI's option, either (a) return of the price paid which shall not exceed the total amount paid by the End User hereunder or (b) repair or replacement of the GPS software only upon its return to EI; provided always that EI receives a written notice from the End User upon 14 days of the installation of the GPS software by the End User. EI does not represent or warrant that all errors in the software and its accompanying materials will be corrected or replaced. By way of confirmation, there are no warranties provided hereunder, either express or implied, including but not limited to any warranty of design, merchantability, or fitness for any or particular purpose, even if EI has been informed of such purpose. EI provides no warranty, no guarantee and no liability in respect of the use or performance or the results of the use of the GPS Software, GPS Device, GPS Integrated Tracking System and its accompanying material. No agent or distributor or representative of EI is authorized to add, vary or amend or alter or exceed the terms of this Agreement hereunder.
16. Liability. The End User acknowledges and agrees that the essential purpose of this provision is to limit the liability of EI and the consideration which EI is charging hereunder does not include any consideration or assumption of any risk, damage or loss or the risk of the End User’s consequential or incidental damages, loss, injury or harm which may be arisen by reason of the End User’s use of the GPS software and its accompany materials.
As such, by way of confirmation, the End User irrevocably and unreservedly agrees, accepts and acknowledges that EI shall not be liable to or for and is not responsible to the End User for any loss of profits, damages, business and network interruption or interference, direct or indirect, in any form or manner, punitive or exemplary, incidental or special, or consequential damages arising out of the licensing or use of the GPS software, GPS Device and its accompany materials hereunder.
El renders the contracted service shall work by using satellites and GSM / GPRS. El has no liability in which the contracted service is not served by using satellites and GSM / GPRS and the vehicle is out of coverage area, such as tunnels and underground car parks, or in case of having abrupt climatic changes, or there is maintenance or there is a default in Telco company participating in the service, or any other case which is abnormal.
Any provision herein to the contrary notwithstanding, the maximum liability of EI to the End User or any person, firm or corporation whatsoever arising out of or in the connection with any license, use or other employment of any Software delivered to the End User hereunder. Whether such liability arises from any claim based on breach or repudiation of contract, warranty, tort or otherwise, End User shall pay El for a reimbursement of the Software and Device whose license in according to the term of deposits being forfeited plus a cancellation fee of RM 600 per unit. The deposits are allowed to be deducted from the cancellation fee.
End User must pay the charges stated in your bill or payment statement even if you do not use the Service to the value mentioned for the month. For any late payment by End User, 1.5% of monthly interest is being charged on all monies remaining unpaid balance or the payment of outstanding amount after the due date.
17. Indemnity. EI provides no indemnity to the End User which the End User hereby agrees, accepts and acknowledges. In the event of EI is being sued or faces any claims or demands arising from the use of the GPS software by the End User, the End User agrees, accepts and acknowledges that End User shall indemnify EI in full, effectively and completely and hold EI harmless from and against any claims, demands, or causes of action whatsoever, including without limitation those arising on account of the End User’s use or the End User’s modification or enhancement of the Software or otherwise caused by, or arising out of, or resulting from, the exercise or practice of the license granted hereunder. The Service may be bundled with a device. If the Service is terminated prior to the Contract Period by you or we terminate due to your non-compliance, EI may claim the balance of the unpaid outstanding amount including the unpaid device price.
18. General. This Agreement constitutes the entire understanding of the parties herein and supersedes all previous and prior understanding, representation or agreement between the parties. The terms of this Agreement may be amended or varied by EI at any time by giving a prior written notice to the End User. It is expressly understood and agreed that the relationship between the parties is solely that of "seller" and "buyer" and the End User is not an employee or an agent or legal representative of EI and has no authority whatsoever to assume or create any obligation for or on behalf of EI, express or implied, with respect to the GPS software s or otherwise. If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable in this Agreement, including all of the remaining terms will remain in full force and effect as if such invalid or unenforceable term had never been included. The End User shall not assign or pledge as a security or sub-license to others the GPS software and its accompanying materials or any terms of this Agreement or its rights hereunder in whole or in part. Any waiver by EI of any default or breach hereunder shall not constitute a waiver of any provision of this Agreement or of any subsequent default or breach of the same or a different kind. This Agreement shall be construed and enforced in accordance with the laws of Malaysia and the Malaysian Courts shall have the exclusive jurisdiction over any disputes or matters arising out of or from this Agreement. Headings used in this Agreement are provided for convenience only and shall not be used to construe any meaning or intent of this Agreement.
19. Additional Condition. All notices in connection with this Agreement shall be deemed given by EI to the End User by EI emailing or faxing the same to the End User’s given facsimile number or electronic mailing address stated hereunder or by EI mailing the same to the End User at its address stated hereunder. For notices to be given by the End User to EI it shall be deemed given after 5 days from EI’s actual receipt of the same by prepaid a.r. registered post at the address set forth herein or at any other address which EI may designate from time to time. The End User shall not assign or sub-assign or lease or sub-lease or license or sub-license or render or pledge as a form of security this Agreement or its rights hereunder or any part thereof. This Agreement shall be binding upon the heirs, successors in law, assigns, personal representatives, trustee and/or estate of the End User, as the case may be. This Agreement shall not be deemed to be a partnership, joint venture between the parties and the End User shall not hold out as an agent or representative of EI. Time whenever or wherever mentioned in this Agreement shall be of the essence.
20. Confirmation. By signing the preceding page or using, installing, downloading, accessing or otherwise howsoever deal with the GPS software , you the End User unreservedly agree to be bound by the terms contained herein in this Agreement and that the terms contained hereunder this Agreement and that this Agreement is intended to be legally binding upon you the End User.
The customer further acknowledges and agrees that:
It is EI policy to use customer’s data and personal information acquired through the registration process or through the End User’s use of GPS Software services and GPS Device for its business purposes. EI may use the End User personal information for the internal purposes of customizing advertisements and content on the website(s) and EI partner sites.