Jetpack Privacy Policy
1. INTRODUCTION, ELIGIBILITY & ACCEPTANCE OF TERMS
1.1.
We are Jetpack (“Company”, “we”, “us” or “our”), operating the website http://www.yourjetpack.com (“Website”) and the service of being an aggregator service provider to refer customers to professional service providers (“Services”).
1.2.
These Terms and Conditions (“Agreement”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“Customer”, “you”, “your”, or “yours”) and us.
1.3.
You agree that by accessing or continuing to access our Website, registering for, using or subscribing to our Services or newsletter, you have read, understood and agreed to be bound by this Agreement. If you do not agree with all of the terms of this Agreement, then you are expressly prohibited from accessing or using our Website or Services in any way, and you must discontinue such access or use immediately.
1.4.
Supplemental terms and conditions, documents or policies that may be posted on our Website from time to time are hereby expressly incorporated herein by reference. We reserve the right, at our sole, absolute and final discretion, to make changes or modifications to this Agreement from time to time and for any reason, and you shall be responsible to check on this Agreement and to stay informed of any updates. You will be subject to, and will be deemed to have been made aware of and to have accepted the changes in any revised Agreement by your continued use of the Services or accessing of our Website.
1.5.
The Services are intended for Customers above the age of 18 years old only, and you hereby represent and warrant that you are legally 18 years old or above. Persons under the age of 18 are strictly prohibited from using or registering for the Services.
1.6.
We recommend that you print a copy of this Agreement for your records.
2. DEFINITIONS AND INTERPRETATIONS
2.1.
Defined terms
In this Agreement, unless the context otherwise requires, the following words and expressions shall have the following meanings:
“Agreement”
shall have the meaning ascribed to it in Clause 1.2;
“Applicable Laws”
means all laws, regulations, directives, statutes, subordinate legislation, common law and civil codes of any jurisdiction, all judgments, orders, notices, instructions, decisions and awards of any court or competent authority or tribunal exercising statutory or delegated powers and all codes of practice having force of law, statutory guidance and policy notes, in each case to the extent applicable to each of the parties;
“Business Days”
shall have the meaning ascribed to itmeans a day (other than a Saturday, Sunday and gazetted public holiday in Kuala Lumpur, Malaysia) on which commercial banks in Kuala Lumpur, Malaysia are open for general banking business with the public;in Clause 1.2;
“Client Content”
shall have the meaning ascribed to it in Clause 10.1(a);
“Communication Channels”
shall have the meaning ascribed to it in Clause 3.7;
“Company”, “we”, “us” or “our”),
shall have the meaning ascribed to it in Clause 1.1;
“Confidential Information”
means all non-public information belonging to a party in the course of conducting its business and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, reports, and forecasts including but not limited to earnings, assets, debts, prices, fee structures, volumes of purchases or sales, or other financial data, whether relating to the Company generally, or to particular products, services, geographic areas, or time periods; inventions, improvements and other intellectual property, trade secrets, know-how, designs, procedures, processes or formulae, software, market or sales information or plans, or products planning information; marketing strategies, marketing results, forecasts or strategies, product or service specifications, strategies, discounts, sales data, estimates or reports; supply and service information, the names and addresses of suppliers and customers, terms of supplier or customer service contracts, or of particular transactions, or related information about potential suppliers or customers, to the extent that such information is not generally known to the public, and to the extent that the combination of suppliers or use of particular suppliers, though generally known or available, yields advantages to a Party the details of which are not generally known, customer and supplier lists and information (or parts thereof); and other business plans, prospects, strategies and opportunities; whether past, present or future, and in any form;
“Customer”, “you”, “your”, or “yours”
shall have the meaning ascribed to it in Clause 1.2;
“Disclosing Party”
shall have the meaning ascribed to it in Clause 13.1;
“Intellectual Property”
means all registered, unregistered, and registrable rights to patents, patent applications, trademarks, service marks, trade names, copyrights including design copyrights, mask works, trade secrets, utility models, processes, designs, inventions or improvements upon or additions to an invention, moral rights or any similar rights, proprietary rights, know-how, discoveries, creations, business names whether registrable or not, domain names, websites, source codes, databases, any other confidential or proprietary information, all rights of privacy and all intangible rights and privileges of a nature similar or allied to any of the foregoing, applications for any of the foregoing and the right to apply for them in any part of the world, and any research effort relating to any of the above, in every case in any part of the world and shall include all tangible manifestations thereof such as documentation, notes, brochures, pamphlets, letters and records relating to the business of the relevant party;
“Insolvency Event”
means, in respect of any party, any distress, execution, sequestration or other similar process being levied or enforced upon or sued out against property of that party which is not discharged within seven (7) days or an encumbrancer taking possession of, or an administrator, administrative receiver, receiver, trustee or liquidator being appointed over the whole or any part of that party's undertaking, property or assets or those of its holding company or a petition is presented for the winding up or bankruptcy of that party or a resolution is passed for the winding-up of that party;
"Losses"
means any and all losses, claims, causes of action, damages, and liabilities of any kind or nature whatsoever, including but not limited to, shortages, obligations, liabilities, payments, judgments, suits, litigation, proceedings, equitable relief granted, consents, agreed orders, settlements, awards, demands, offsets, defences, counterclaims, actions or proceedings, assessments, deficiencies, fines, penalties, costs, fees, disbursements, including without limitation, fees, disbursements and expenses of attorneys (including fees, disbursements and expenses of attorneys incurred in connection with the cost of defence of any claims or causes of action on a solicitor-client basis), accountants and other professional advisers and of expert witnesses and costs of investigation and preparation and costs of court of any kind or nature whatsoever, interest and penalties. Losses shall not, unless expressly stated otherwise, include diminution in value, indirect, consequential, special or punitive damages, loss of profits or loss of reputational goodwill;
“Notice”
shall have the meaning ascribed to it in Clause 21.1;
“Receiving Party”
shall have the meaning ascribed to it in Clause 13.1;
“Recipient”
shall have the meaning ascribed to it in Clause 13.3;
“Service Fees”
means the aggregate or part of (as the context permits) any and all payments due to Jetpack for provision of the Services;
“Service Provider”
means the third-party service provider (including, without limitation, certified lawyers, company secretaries and trademark agents, and experienced design and branding service providers), whom Jetpack works with in connection with provision of the Services to you;
“Services”
shall have the meaning ascribed to it in Clause 1.1;
“Total Service Fees”
shall mean the full and total purchase amount for the relevant package purchased from Jetpack (inclusive of the full and total fees of any add-ons); and
“Website”
shall have the meaning ascribed to it in Clause 1.1.
2.2.
The headings are inserted for convenience only and shall not affect the construction of this Agreement.
2.3.
No rule for the construction or interpretation of contracts shall apply to the disadvantage of a party for the reason that the party was responsible for the preparation of this Agreement or any part of it.
2.4.
The expressions “Jetpack” and “Customer” shall, where the context permits, include their respective successors and permitted assigns.
2.5.
Meaning of references
Save where specifically required or indicated otherwise:
(a)
references in this Agreement to “this Agreement” or any other instrument is a reference to this Agreement or that other instrument as amended, varied, novated or substituted from time to time;
(b)
references herein to Clauses and Schedules are to clauses in and schedules to this Agreement unless the context requires otherwise and the Schedules to this Agreement shall be deemed to form part of this Agreement;
(c)
words importing one gender shall be treated as importing any gender, words importing individuals shall be treated as importing corporations and vice versa, words importing the singular shall be treated as importing the plural and vice versa, and words importing the whole shall be treated as including a reference to any part thereof;
(d)
an expression importing a natural person includes any corporation or other body corporate, partnership, association, public authority, two or more persons having a joint or common interest, or any other legal or commercial entity or undertaking;
(e)
any reference to "writing" or "written" includes any method of reproducing words or text in a legible and non-transitory form but, for the avoidance of doubt, shall not include short messaging, instant messaging and internet chat;
(f)
references to times of the day are to that time in Malaysia and references to a day are to a period of twenty-four (24) hours running from midnight.
3. NATURE OF SERVICES & USE OF SERVICE PROVIDERS
3.1.
Jetpack acts as an aggregator ONLY and NOT a professional service provider to Customers. While we will try our best to assist you, Jetpack is in no way responsible for the quality of Deliverables and your satisfaction in that regard.
3.2.
You acknowledge and accept that the quality of the Deliverables is subjective in nature, and further, that Jetpack and our Services as based on a ‘minimum viable product’ model.
3.3.
You acknowledge and accept that customization to Deliverables is very limited, to allow for a minimum viable product model at competitive pricing. As such, you will not dispute the quality of such Deliverables, for which Jetpack expressly disclaims any implied warranties of fitness for purpose, merchantability, and you hereby acknowledge and accept the same and waive any rights that you may have to make any claim against Jetpack in that regard.
3.4.
Our Service Providers will conduct their own onboarding and enter into legally binding agreements with you with respect to the services that they will provide to you. We disclaim all liability in that regard, and are not privy to such legally binding agreements between you and the Service Providers, and you will indemnify us in full against any claim or Losses in connection with the same.
3.5.
Any information or deliverables provided to you in the course of the Services are not intended for distribution or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to use the Services from outside Malaysia do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent such local laws apply.
3.6.
By submitting information about yourself or your business to us, you hereby expressly authorize us and agree for all such information to be shared with our Service Providers, for, inter alia, the provision of the Services to you and for other marketing, analytics and business-related purposes.
3.7.
Jetpack and our Service Providers shall communicate with you by way of email, telephone, instant messaging and third-party communication and project management portal(s) (“Communication Channels”). All communications by Jetpack and/or its Service Providers made to you through such Communication Channels shall be deemed as received by you. You shall communicate to Jetpack and/or our Service Providers via Communication Channels notified to you only.
4. CUSTOMER REPRESENTATIONS, OBLIGATIONS & RESPONSIBILITIES
4.1.
By using the Services, you represent and warrant that:
(a)
you are 18 years old or older;
(b)
you have the legal capacity to procure the Services and to be bound by and comply with this Agreement;
(c)
you will provide us and our Service Providers with all requested and/or required information, and such information shall be true, accurate, current and complete;
(d)
you agree to be bound by and comply with this Agreement;
(e)
you will not use the Services for any illegal or unauthorized purpose, including, without limitation:
(i)
systematically retrieving data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us;
(ii)
trick, defraud or mislead us or our Service Providers;
(iii)
circumvent, disable or otherwise interfere with security-related features of the Website or Services;
(iv)
disparage, tarnish or otherwise harm, in our opinion, us and/or the Services;
(v)
use any information obtained from the Services to harass, abuse or harm another person;
(vi)
make improper use of any support services provided by us or our Service Providers or submit false reports of abuse or misconduct;
(vii)
use the Services in a manner inconsistent with any applicable laws or regulations;
(viii)
engage in unauthorised framing of or linking to the Services;
(ix)
upload or transmit (or attempt to upload or transmit) viruses, Trojan horses, other harmful material, that may interfere with any party’s uninterrupted use or operation of the Services or Website or which modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operations, or maintenance of the Services or Website;
(x)
engage in any automated use of systems, such as using scripts to send comments or messages, or using any data mining, robots or similar data gathering and extraction tools;
(xi)
deleting or removing any copyright or other proprietary right notices from any Deliverables;
(xii)
attempting to impersonate another person;
(xiii)
uploading or transmitting (or attempting to upload or transmit) any material that acts as a passive or active information collection or transmission mechanism;
(xiv)
interfere with, disrupt, or create an undue burden on the Services or Websites or the networks or services connected to the Services or Website;
(xv)
harass, annoy, intimidate or threaten us or our Service Providers, or any employee or agent or personnel engaged in providing any portion of the Services to you;
(xvi)
attempt to bypass any measures of the Services or Website designed to prevent or restrict access to the Services or Website, or any portion of the same;
(xvii)
copy or adapt any part of the Website or Services, including, without limitation, any code, copywriting, design or graphics;
(xviii)
decipher, decompile, disassemble, or reverse engineer any part of the Website or Services or the related methods (including, without limitation, business methods or strategies) in connection with the same; or
(xix)
use the Services or the Website as part of an effort to compete or attempt to compete with us.
(f)
Your use of the Services will not violate any applicable law or regulation.
4.2.
If you provide any information (whether to us or our Service Providers) that is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate the Services and refuse any and all current or future use of the Services (or any part thereof) by you.
4.3.
You will ensure that full and timely payments shall be made to us for the Services and that the payment card used by you shall continue to be valid and contain sufficient funds for at least twenty-four (24) months after your purchase of the Services.
4.4.
You agree to provide current, complete and accurate purchase and account information for all purchases made in respect of the Services. You further agree to promptly update account and payment information, including email address, phone number, payment method, payment card expiration date, and other similar information, so that we can complete your transactions and contact you as needed.
5. DELIVERABLES & TIMELINES
5.1.
Deliverables will be delivered to you within the timeline(s) notified to you by the Service Providers during the onboarding process, and in any case, within one (1) year upon successful completion of onboarding. Onboarding shall be completed once you have provided all the necessary information required by the Service Providers to perform the Services.
5.2.
You acknowledge and accept that as our Services are based on a ‘minimum viable product’ model, the relevant timelines will reflect such model accordingly. While we and our Service Providers may, as a gesture of goodwill, entertain requests for expedited timelines, we shall not be bound by such expedited timelines and reserve our rights to revert to the original timelines at any given time, without attributing any reason.
5.3.
We and our Service Providers shall be entitled to extend the given timeline(s) for up to one (1) month, at Jetpack’s sole, absolute and final discretion. We will notify you accordingly of such extensions and provide our reasons for such extension.
6. ADD-ONS
6.1.
Add-ons are additional service deliverables that you can add onto your selected package. You will need to select these prior to checkout.
6.2.
If you wish to purchase an add-on at a later stage, you may contact us at contact@yourjetpack.com to make such request, and we will use our best endeavors to arrange such additional purchase with our Service Providers. We reserve our rights to reject such requests without attributing any reason.
7. PURCHASE, PAYMENT, BILLING & INVOICEADD-ONS
7.1.
You may purchase more than one (1) package at a time.
7.2.
Sales tax will be added to the price of purchases as deemed required by us, and will be calculated at checkout.
7.3.
We reserve the right to refuse any purchases of the Services, without attributing any reason.
7.4.
Fees for Services shall be paid on an instalment basis for a total of twelve (12) instalments over twelve (12) months. Notwithstanding the aforesaid, Jetpack shall, at the point of purchase, be fully entitled to the Total Service Fees and at its sole, absolute and final discretion be entitled to claim the full Total Service Fees against you at any time.
7.5.
Any late payments shall be subject to a late payment interest rate of eleven percent (11%) per annum calculated daily on the Total Service Fees until payment is received in full and cleared funds by Jetpack. It is your responsibility to ensure that timely payment is made, and we are not obliged to entertain any reasons or excuses for delayed payment.
7.6.
Invoices shall be sent to you by way of email, to the email address provided to us by you upon purchase.
8. REFUNDS, TERMINATION & CANCELLATION
8.1.
All purchases are final and no refund will be issued. For the avoidance of doubt, our no-refund policy is firm, notwithstanding any special circumstances raised by you, any dissatisfaction or complaints that you may have in respect of our Service Providers, or any dissatisfaction or complaints that you may have in respect of the Deliverables. WE PRACTICE A STRICT NO REFUND POLICY.
8.2.
Jetpack may terminate the Services and our contract with you at any time, without attributing any reason, by providing you with seven (7) days’ notice.
8.3.
Jetpack may terminate the Services and our contract with you immediately, by way of notice to you, in any of the following events:
(a)
you fail to communicate or become otherwise unreachable (without prior notice), or unresponsive for more than fourteen (14) consecutive days;
(b)
any breach of this Agreement by you;
(c)
late or unsuccessful payment;
(d)
you cause or are reasonably anticipated to cause any serious Losses or damages to Jetpack or its Service Providers;
(e
you cause any intentional harm or damage to Jetpack, its reputation or business, or to our Service Providers, their reputation or business;
(f)
Jetpack in its sole discretion determines that rendering or performance of the Services could result in any legal or business liability to us; or
(g)
an Insolvency Event occurs in respect of you.
8.4.
Consequences of termination
(a)
In the event of termination pursuant to Clause 8.2, Jetpack’s representatives shall contact you and you, Service Providers and Jetpack shall amicably seek to negotiate outstanding Deliverables and payment, save always that Jetpack shall be entitled to immediately halt the provision of any outstanding Deliverables and terminate your obligation to continue to make monthly instalment payments.
(a)
In the event of termination pursuant to Clause 8.3, all outstanding monthly instalment payments (calculated on the basis of a total of 12 instalment payments minus any instalments already paid in full) shall become immediately due and owing to Jetpack. You will be notified of Jetpack’s payment details for such payment and shall immediately arrange for payment to be made to Jetpack in full and cleared funds within three (3) days of receipt of such notification from Jetpack, failing which you shall be subject to a late payment interest rate of eleven percent (11%) per annum calculated daily on the Total Service Fees until payment is received in full and cleared funds by Jetpack. Further, in the event of termination pursuant to Clause 8.3, Jetpack and its Service Providers shall be entitled to immediately halt any Services being provided to you and shall no longer be obliged to provide you with any Deliverables after such termination.
9. WARRANTIES & DISCLAIMERS
9.1.
The Website and Services are provided in good faith on an "as is" and “as available” basis.
9.2.
We have made reasonable efforts to provide accurate and current information on our website and as part of the Services (including, without limitation, through any Communication Channels), but do not present any such information as legal, professional, or other advice, nor do we accept responsibility for actions taken based on such information.
9.3.
You agree that you must evaluate, and bear all risks associated with, the use and access of our website and Services (including, without limitation, any Communication Channels), including any content contained therein, including any reliance on the accuracy, completeness, or usefulness of such content.
9.4.
You understand, acknowledge and accept that all content, advice or information not originating from Jetpack are the sole responsibility of the person from whom such content originated. As such, Jetpack shall not be responsible for such content and under no circumstances shall Jetpack be liable for any content, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of any content provided through our platforms or linked on our platforms.
9.5.
Jetpack disclaims all warranties or conditions, express or implied, in respect of the Services, Deliverables, or otherwise as considered by this Agreement, including without limitation, implied warranties and conditions of merchantability and fitness for any particular purpose or non-infringement. You acknowledge and accept that all Deliverables are created based on a ‘minimum viable product’ model, with very minimal customization. This disclaimer applies to the fullest possible extent allowed by law in contemplation of any legal limits on the exclusion of implied warranties.
9.6.
Jetpack, its subsidiaries, affiliates, officers, employees, agents, partners, Service Providers and licensors make no warranty that the Services or Deliverables will meet your requirements, that the website or Services will be uninterrupted, timely, secure or error-free, that any errors will be corrected, or that the website will be free from corruption, viruses, hacking, or other security intrusions.
9.7.
Your access and download of any content on our website or third-party platforms used is done at your own risk. Jetpack makes reasonable efforts to ensure our website and third-party platforms used are virus-free, but does not warrant or guarantee that our website or third-party platforms used are free from viruses, worms, Trojan horses or other destructive code. It is your responsibility to ensure you have set up the appropriate safeguards to protect your device(s) and its information.
9.8.
Jetpack is not responsible for any liability for any direct, indirect, incidental, consequential, exemplary, punitive or other damages resulting from the use, misuse or misinterpretation of any Services, Deliverables or information provided by us or our Service Providers.
9.9.
If, notwithstanding the foregoing, Jetpack is found to be liable to you for any damage or loss which arises as a result of your use of the Services, Jetpack and/or Service Provider’s liability shall not exceed Ringgit Malaysia One Hundred Only (RM100.00).
9.10.
You agree to release, forever discharge, indemnify, defend and hold harmless Jetpack and its officers, directors, shareholders, partners, Service Providers, licensors, employees, agents, staff, hires, advisors, contractors and authorized representatives from and against any liability, loss injury (including injuries resulting in death), demand, action, cost, expense, or claim of any kind, including but not limited to lawyer's fees, relating in any way to your use of or reliance on the Services or Deliverables, your violation of this Agreement, and/or your violation of any rights of another person.
9.11.
We are under no obligation to enforce this Agreement on your behalf against another person. While we encourage you to let us know if you believe another person has violated this Agreement, we reserve the right to investigate and take appropriate action at our sole, absolute and final discretion.
10. YOUR RESPONSIBILITIES
10.1.
Without prejudice to any other right(s) Jetpack or its Service Providers may have under this Agreement, you acknowledge that you are responsible for performing the following in a reasonable and timely manner, failing which, delays may be caused to the timelines of Deliverables:
(a)
provide us and/or Service Providers (as applicable) with detailed and comprehensive information required from you for the performance by us or our Service Providers of the Services (“Client Content”) in a form suitable for use for the purpose of producing the Deliverables without further preparation by Service Providers unless agreed otherwise in writing;
(b)
check and proofread all final Deliverables. No corrections shall be made to the Deliverables after delivery for any errors made through no fault of us our Service Providers. It is your responsibility to proofread and approve all final copy and Deliverables before print, production, or use;
(c)
provide response, feedback, materials, and sign-off within three (3) days unless otherwise agreed in writing; and
(d)
make timely payments of all Service Fees due to Jetpack.
11. INTELLECTUAL PROPERTY RIGHTS
11.1.
Each party shall retain all right, title and interest in and to its own Pre-Existing Intellectual Property irrespective of any disclosure or consent for use of such Pre-Existing Intellectual Property to the other Party, subject to any licenses granted herein.
11.2.
You recognize Jetpack and Service Providers’ rights, title, and interest in and to all of their respective Pre-Existing Intellectual Property used or owned in connection with the Services) and agree not to engage in any activities or commit any acts, directly or indirectly, that may contest, dispute, or otherwise impair the Jetpack or Service Providers’ rights, title, and interest therein, nor shall you cause diminishment of value of said Pre-Existing Intellectual Property through any act or representation. You shall not apply for, acquire, or claim any right, title, or interest in or to any such Pre-Existing Intellectual Property or others that may be confusingly similar to any of them, through advertising or otherwise.
11.3.
You represents and warrants that with respect to any Client Content, you have complied with and shall continue to comply with all third-party licenses associated with any components that may be included in the Deliverables or any other materials supplied by you.
12. LIMITATION OF LIABILITY & INDEMNIFICATION
12.1.
You shall indemnify and hold harmless Jetpack and its Service Providers for any and all Losses incurred resulting from or in connection with any Client Content, products and/or services provided by you.
12.2.
While we and our Service Providers take responsibility to satisfactorily perform the Services and deliver the Deliverables, we and our Service Providers shall not be held responsible for the performance or quality of Services or Deliverables or any consequential Losses arising from their failure. You agree not to hold us or our Service Providers responsible nor bring any claim against us or our Service Providers for any such Losses.
12.3.
While we and our Service Providers will take all care to avoid errors and provide meticulous proofreading of all final Deliverables, we and our Service Providers make no warranties for:
(a)
accuracy;
(b)
typographical errors;
(c)
spelling mistakes; or
(d)
incorrect information on any committed project to print, production, and/or development.
13. CONFIDENTIALITY
13.1.
This clause applies to all Confidential Information disclosed (whether in writing, verbally or by any other means and whether directly or indirectly) by one Party ("Disclosing Party") to the other Party ("Receiving Party") whether before, on or after the date of this Agreement.
13.2.
During the term of this Agreement and after termination or expiration of this Agreement for any reason whatsoever, the Receiving Party shall:
(a)
keep the Confidential Information confidential;
(b)
not disclose the Confidential Information to any other person other than with the prior written consent of the Disclosing Party or in accordance with Clauses 13.3 and 13.4;
(c)
not use the Confidential Information for any purpose other than the performance of its obligations under this Agreement; and
(d)
when requested by the Disclosing Party, return to the Disclosing Party or destroy all documents and materials (and any copies) containing, reflecting, incorporating, or based on Confidential Information, and permanently erase all Confidential Information from its computer system(s).
13.3.
During the term of this Agreement, the Receiving Party may disclose the Confidential Information to any of its employees or advisors ("Recipient") to the extent that it is necessary for the purposes of this Agreement.
13.4.
The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient was a party to this Agreement. The Receiving Party shall remain responsible for any breach of this Clause 13 by the Recipient.
13.5.
The obligations contained in Clauses 13.2(a) to 13.2(d) shall not apply to any Confidential Information which:
(a)
is at the date of this Agreement, or at any time after the date of this Agreement, comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient;
(a)
can be shown by the Receiving Party to the reasonable satisfaction of the Disclosing Party to have been known to the Receiving Party prior to it being disclosed by the Disclosing Party to the Receiving Party and without being subject to any duty of confidentiality;
(a)
subsequently comes lawfully into the possession of the Receiving Party from a third party and without being subject to any duty of confidentiality; or
(a)
is required to be disclosed by law or any court of competent jurisdiction, any governmental, official or regulatory authority or any binding judgment, order or requirement of any other competent authority, provided that the Receiving Party shall notify the Disclosing Party in writing prior to any disclosure under this paragraph and the Receiving Party shall, to the extent it is reasonably able to do so, follow the written instruction of the Disclosing Party in respect of the disclosure to be made under this paragraph.
13.6.
Without prejudice to any other rights or remedies which a Party may have, the Parties acknowledge and agree that damages would not be an adequate remedy for any breach of this Clause 13 and the remedies of injunction, specific performance and other equitable relief are appropriate for any threatened or actual breach of any such provision and no proof of special damages shall be necessary for the enforcement of the rights under this Clause 13.
13.7.
The obligations contained in this Clause 13 shall survive the termination of this Agreement, and where any person ceases to be a Party to this Agreement, the obligations contained herein shall continue to be binding on that person.
14. PRIVACY POLICY
14.1.
You agree to be bound by the terms of our Privacy Policy which you can access here.
14.2.
You shall read, understand, and accept the terms of the Privacy Policy, which are incorporated herein by reference.
15. RELATIONSHIP OF PARTIES
15.1.
Jetpack is an independent contractor and in no way shall this Agreement, the provision of Services or any other dealings between ourselves and you (unless otherwise expressly agreed in writing) be construed as a relationship of partners, principal, agents, employer or employee. This Agreement does not establish any joint venture, trust, or fiduciary relationship between the parties, other than the contractual relationship created pursuant to this Agreement. Neither party shall have, nor shall represent that they have, any authority to enter into any agreements on the other party’s behalf.
16. NOTICES
16.1.
All communications shall be made via Communication Channels only, and subject to any further restrictions or instructions to you by Jetpack from time to time.
17. AMENDMENTS, VARIATION & WAIVER
17.1.
There shall be no amendments, adjustments, or variations to this Agreement save as expressly agreed in writing by Jetpack. All verbal modifications will not be deemed binding nor enforceable.
17.2.
No failure on the part of Jetpack o to exercise, and no delay on its part in exercising, any right or remedy under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.
18. TRANSFER & ASSIGNMENT
18.1.
Rights or obligations under this Agreement shall not be transferred, assigned or encumbered by you without the prior written consent of Jetpack.
18.2.
Jetpack reserves the rights to transfer or assign any of its rights or obligations under this Agreement at any time, at its sole, absolute and final discretion, without attributing any reason.
19. ELECTRONIC EXECUTION
19.1.
Each party agrees that this Agreement and any other documents to be delivered in connection herewith may be electronically signed, and that any electronic signatures appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.
20. ENTIRE AGREEMENT
20.1.
This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or representations made.
21. SEVERABILITY
21.1.
If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Where and to the degree possible the invalid or unenforceable provision shall be interpreted in such manner as to be effective and valid under the applicable laws.
22. FORCE MAJEURE
22.1.
We accept no responsibility or liability under this Agreement if we or our Service Providers are unable to carry out any provision of the contract for any reason beyond our or Service Provider’s control including but not limited to any acts of God, explosion, fire, storm, flood and other natural phenomena, war or threat of war, acts of terrorism, insurrection, civil disturbance or requisition, act of terrorism or civil unrest, statues, acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, strikes, lock-outs or other industrial actions or trade disputes, major or unforeseen interruption of production or operation, major or unforeseen power failure or breakdown in machinery, pandemic and/or epidemic or owing to any inability to procure materials required for the performance of the contract.
22.2.
During the continuance of such a contingency, we may, after such contingency has continued for more than three (3) months, by written notice to you, elect to terminate this Agreement with immediate effect and all Services, obligation to provide Deliverables and obligation to make further instalment payments of Service Fees shall be terminated accordingly, without any liability to Jetpack or its Service Providers in respect of the same.
23. GOVERNING LAWS & DISPUTE RESOLUTION
23.1.
This Agreement shall be governed by the laws of Malaysia and any matter or dispute arising in connection with them shall be subject to the exclusive jurisdiction of the courts in Malaysia.
23.2.
However, we retain the right to bring legal proceedings in any jurisdiction where we believe that infringement of this Agreement is taking place or originating.
24. GOVERNING LAWS & DISPUTE RESOLUTION
24.1.
If you experience any problems or have concerns or queries about the Services, please reach out to us via our Contact page which you can find here.