This Subscription Agreement (“Agreement”) is a legal agreement between [Metahub] and Subscriber. The person executing this Agreement on behalf of [Metahub] represents that he or she is an authorized representative of Metahub capable of binding it to this Agreement.

[Metahub] and Subscriber hereby agree as follows:-

1.               Requirements

1.1            Subscriber must be individuals of 18 years and above, citizens or permanent residents of Malaysia, and must not be undischarged bankrupts. 

1.2            Body corporate, businesses, trusts and partnerships may be accepted as a subscriber for membership at the discretion of Metahub.

1.3            Subscriber shall be entitled to only one subscription at any one time.

1.4            Subscriber hereby agrees to the terms and conditions set out in the Platform.

2.               Definitions

2.1            “Agreement” means the Subscription Agreement and terms of subscription as the same may be amended, supplemented or otherwise modified from time to time. 

2.2            “Data” refers to information collected utilising the Subscriptions Packages provided under this Agreement, including but not limited to the person’s name, telephone number and email address, and information submitted by the Subscriber to the Platform.

2.3            “Parties” refer to the Subscriber and Metahub collectively, and “Party” means any of them.

2.4            “Taxes” means goods and services tax, value added tax, and any and all other taxes, duties, levies, imposts, licence duties, registration fees and any other charges or imposts howsoever described (as and when applicable).

3.               Subscription

3.1            [Metahub] shall authorise Subscriber the right to access and use the Platform and available facilities as stated in the Subscription Package, subject always that there are no outstanding sums due and owing by Subscriber to [Metahub]. Subscriber agrees that all Complimentary Subscription Services are subject to availability. 

3.2            [Metahub] shall reserve the right to change or suspend the availability of any feature, function, or content relating to the Subscription Package including but not limited to the Platform, available facilities and Complimentary Subscription Services, at any time, without notice or liability.

4.               Restriction of Use

4.1            Subscriber shall not and shall not make any use or disclosure of the Platform, the Data that is not expressly permitted under this Agreement. Without limiting the foregoing, Subscriber shall not (and shall not permit any third party to):- 

                                               i.          reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Platform;

                                              ii.          modify, adapt, translate, or reproduce the Platform;

                                             iii.          resell, distribute, or sublicense the Platform available on a “service bureau” basis, or otherwise allow any third party to use or access the Platform;

                                            iv.          remove or modify any proprietary marking or restrictive legends placed on the Platform;

                                              v.          use the Platform in violation of any applicable law or regulation or for any purpose not specifically permitted in this Agreement; or

                                            vi.          introduce into the Platform any software, virus, worm, “back door,” Trojan Horse, or similar harmful code.

5.               Services Level

5.1            Metahub shall use all reasonable commercial efforts to ensure that the Platform is operating and available to the Subscriber at a rate of ninety-nine point nine percent (99.9%) uptime. Circumstances beyond Metahub’s reasonable control includes (but not limited to), acts of any governmental body, war, insurrection, sabotage, armed conflict, embargo, fire, flood, strike or other labour disturbance, unavailability of or interruption or delay in telecommunications or third party services, virus attacks or hackers, failure of third party software (including, without limitation, ecommerce software, payment gateways, Browser software limitations). 

6.               Additional Products of Services

6.1            Subscriber may add additional products and services at any time during the subscription and as offered by Metahub, including through the Platform, via e-mail, or by phone at the discretion of Metahub. All add-ons shall be governed by this Agreement.

7.               Invoicing, Payment Terms and Taxes

7.1            In consideration of the services to be provided by Metahub under the Subscription Agreement (“Services”), the Subscriber shall pay Metahub the Subscription Fee and other fees, including and not limited to admin fee (“Miscellaneous Fee”). Prices and mode of payment of the Services are set out in the Subscription Form and are exclusive of payable taxes (as and when applicable) unless these are separately identified and agreed by both parties.  

7.2            The subscription period will begin as stated in the Subscription Agreement, unless otherwise stated in writing.

7.3            If Subscriber orders any additional products and services, the Subscriber shall pay Metahub’s add-on fees.

7.4            Metahub may modify the Subscription Fees and the Miscellaneous Fees (“Fees”) at any time on written notice to Subscriber, including email, and such modification shall be in effect fourteen (14) days after such notice.

7.5            Subscriber shall bear and pay all payable taxes (as and when applicable). If the Subscriber is required under the law of any jurisdiction outside Malaysia to deduct or withhold any sum as payable taxes imposed on or in respect of any amount due or payable to Metahub, the Subscriber shall make such deduction or withholding as required and the amount payable to Metahub shall be increased by any such amount necessary to ensure that Metahub receives a net amount equal to the amount which Metahub would have received in the absence of any such deduction or withholding taxes.  

8.               Payment to Metahub

8.1            Subscriber shall pay Metahub all Fees due according to the prices and terms stated in the Subscription Form and Agreement. All payments are non-refundable. Payments shall be made in full without set-off or deduction. 

8.2            Either a valid credit card, bank account, or other approved facility, is required to process payment. Metahub will automatically charge via Subscriber’s payment method based on the billing/renewal cycles of the subscription. Fees are based on subscription and additional products and services purchased, regardless of actual usage.

8.3            Unpaid amounts may be subject to a late payment charge of 1.5% per month, or the maximum legal rate allowed by law, whichever higher. If payment is not received within three (3) calendar days of the billing/renewal date, Metahub has the right to suspend all services, accessed to Platform and/or available facilities, including but not limited to any additional products and services.

8.4            Subscriber is obliged to review all fees for accuracy. Subscriber has seven (7) days from the date of billing to contact Metahub and/or dispute the charge in writing. Failure to do so within the specified time frame will constitute Subscriber’s agreement that all fees are valid and Subscriber thereby waives any claims it may have had regarding such fees.

8.5            Within fourteen (14) days after termination of this Agreement, Metahub shall charge Subscriber’s credit card, bank account, or other approved facility for any outstanding Fees and payable taxes. Fees and payable taxes for any additional products and services shall be charged upon execution of the applicable order.

8.6            Notwithstanding any other provisions to the contrary contained in this Agreement, Metahub may set-off and deduct any and all sums that may be due and owing by the Subscriber from any and all amounts payable to the Subscriber. 

9.               Renewal, Cancellation, Termination and Suspension

9.1            Subscriber may cancel the Subscription Package via the Platform at any time before the next renewal. If the cancellation is not executed before such date, the subscription will automatically renew for the subsequent renewal period. Subscriber shall be invoiced accordingly. 

9.2            Either Metahub or the Subscriber may elect to terminate this Agreement immediately by written notice to the other Party if:- 

i.                 The other Party commits any material breach of any of the provisions of this Agreement and, in the case of a breach capable of remedy, fails to remedy the same within seven (7) working days after receipt of written notice giving full particulars of the breach and requiring it to be remedied; 

ii.                Any order by a court of competent jurisdiction is made for the liquidation or winding up of the other Party, the appointment of any receiver over any of the assets of the Party or any liquidator or provisional liquidator or judicial manager of the Subscriber or any resolution is validly and effectively passed by the members or creditors of the Party for the liquidation or winding up of the Party or any analogous procedure under any applicable law; or the other Party ceases or threatens to cease to carry on business;

iii.               A breach shall be considered capable of remedy only if the offending Party can comply with the provision in question in all respects other than as to time of performance (provided that time of performance is not of the essence). The rights to terminate this Agreement shall be without prejudice to any other right or remedy of Metahub in respect of the breach concerned or any other breach and shall not affect the right and liabilities of Metahub accrued prior to the date of termination. 

9.3            Upon termination or expiration of this Agreement by either party for any reason, (a) Metahub will cease providing all services including any additional products and services, (b) Subscriber will not be entitled to any refunds of any usage fees or any other fees, pro rata or otherwise, and (c) any outstanding balance owed to Metahub for usage of the services and unpaid Fees associated with the remainder of the subscription term, if any, through the effective date of such termination or expiration will immediately become due and payable by the Subscriber to Metahub in full. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, warranty disclaimers and limitations of liability 

10.            Subscriber Data

10.1         Metahub will use the Data only to carry out the subscription as permitted by this Agreement. The Subscriber acknowledge and agree that in order to provide the subscription, Metahub may modify and transfer the Data back to third-party services, all subject to such third party’s terms of service governing this Data. Metahub may retain an archival copy of your Data. Metahub shall employ commercially reasonable physical, administrative, and technical safeguards to secure the Data on the Platform from unauthorised use or disclosure.

10.2         Subscriber agrees to remove or redact all sensitive information before transferring the Data to Metahub, including, but not limited to, Billing Information, Personally Identifiable Information, and other sensitive information that you collect from your customers, agents, employees, and other parties. Metahub will not have any liability that may result from the disclosure of such information to them.

10.3         Subscriber shall have sole responsibility for the accuracy, quality and legality of the Data. Metahub does not claim any intellectual property rights over the Data the Subscriber provide to Metahub.

10.4         Metahub may monitor the performance and use of the website and the Platform by all of the Subscribers, combine this data (“Usage Data”) with other data (including the Subscriber Data), and use such combined data in an aggregate and anonymous manner. The Subscriber hereby agree that Metahub may collect, use and publish such aggregate data for the purpose of creating aggregated and anonymized statistics regarding Metahub’s or Platform’s Subscriber base. Examples of the use of such aggregate data include, but are not limited to, statistics aggregated across all of Metahub’s or Platform’s Subscribers on metrics such as size of data sets, the number of users of the website and Platform, revenue, number of transactions, and growth rates.

11.            Third Party Services

11.1         Metahub may from time to time recommend or enable third party software, products, services or website links for Subscriber’s consideration or use. Such software, products, services, and links are provided only as a convenience to Subscribers for purposes of the subscription. Some of the services made available may be subject to additional third party licensing terms or third party terms of use. Inclusion of any of the foregoing in the subscription does not constitute or imply an endorsement, authorisation, sponsorship or affiliation by or with Metahub with respect to any third party, any third party's website or its content, or any information, products or services provided by a third party. 

11.2         This Agreement do not apply to such third party websites, and Subscriber should review such third party websites' privacy policies, terms and conditions and business practices as they may be different than Metahub’s Agreement and it is Subscriber’s sole responsibility to comply with such third party terms. Access to any other website is at Subscriber’s own risk, and Subscriber’s dealings and communications with any third party in connection with such third party’s website are solely between Subscriber and such third party.

11.3         Metahub makes no representations or warranties regarding third party software, products or services and will not be liable for any software, products or services customer receives from third parties.

11.4         If Subscriber install or enable a Third Party Service for use with the Services, you grant Metahub permission to allow the applicable Third Party Provider to access your data and to take any other actions, including accessing of data from applicable Third Party Provider, as required for the interoperation of the Third Party Service with the Services, and any exchange of data or other interaction between Subscriber and the Third Party Provider is solely between the said parties. Metahub is not responsible for any disclosure, modification or deletion of Subscriber’s data or other Materials, or for any corresponding losses or damages Subscriber may suffer, as a result of access by a Third Party Service or a Third Party Provider to Subscriber’s data or other Materials.

12.            Representations and Warranties

12.1         This Agreement is valid and binding on the Subscriber. In entering into this Agreement, the Subscriber has relied on its own judgment and has not relied upon any representations, warranties or statements made or purported to be made by Metahub (other than expressly set out in this Agreement). So far as the Subscriber is aware, no litigation, arbitration or administrative proceeding is current, pending or threatened to restrain the entry into, exercise of any of its rights under and/or performance or enforcement of or compliance with any of its obligations under this Agreement, and the Subscriber is not subject to any outstanding judgment, rule, order, statement of claim, injunction or decree of any court, governmental or regulatory authority or body acting in an arbitral or adjudicative capacity, that may affect its ability to perform its obligations under this Agreement. 

13.            Indemnity

13.1         Each party shall indemnify, defend, and hold harmless the other Party, and the other Party’s officers, directors, employees, attorneys, and agents (collectively referred to as “Indemnified Parties”) from and against any and all losses, liabilities, damages, fines, and all related costs and expenses, including reasonable legal fees and disbursements and costs of investigation, litigation, settlement, judgment, interest, and penalties (collectively referred to as “Losses”) incurred by such Indemnified Parties in connection with any third-party claim, action, or proceeding to the extent arising from, relating to, or alleging that the Party has breached any of its representations and warranties hereunder.

14.            Exclusion and Limitation of Liability

14.1         Notwithstanding anything in this Agreement, in no event either Party be liable to the other Party or any other party (under the law of contract, tort, equity or otherwise) for any damages arising out of or in connection with the Agreement that are indirect (meaning not arising in the ordinary course as a direct, natural or probably consequence of the act or omission complained of), regardless of the cause of such damages. Notwithstanding any provision on this Agreement, each Party’s aggregate maximum aggregate liability to each other out of or in connection with this Agreement, whether based on breach of contract, statutory warranty or otherwise, for any single incident or series of related incidents shall be limited to an amount equal to the Fees actually received by Metahub under this Agreement. This liability cap does not apply to breaches made by the Subscriber with regards to Clause 4. 

15.            Notices

15.1         All notices, demands or other communications required or permitted to be given or made hereunder shall be in writing and may be delivered personally or sent by prepaid registered post, electronic mail or via the Platform to the intended recipient thereof at its address, electronic mail address set out in the Subscription Agreement. 

16.            Miscellaneous

16.1         Assignment 

Subscriber shall not assign, transfer, subcontract or delegate any of its rights, interest or obligations under this Agreement or any part thereof without the prior written consent of Metahub. Metahub may at any time freely assign any of its rights, benefits and interest and/or transfer any of its obligations or liabilities arising out of this Agreement by written notice to the Subscriber. 

16.2         Conclusiveness 

A statement issued by Metahub stating any matter or amount due from or owing by the Subscriber to Metahub in connection with this Agreement at the date set out in such statement shall constitute conclusive evidence of the fact of such matter or amount as against the Subscriber. However, nothing in this Clause shall prevent Metahub from correcting any error or discrepancy in such statement and issuing a substitute statement.

16.3         Modification 

Metahub may amend these Terms of Subscription (including but not limited to the available Subscription Package) at any time by informing the Subscriber in writing, electronic mail, or posting the relevant amended and restated Terms of Subscription on Metahub’s website or Platform.

16.4         Waiver

No failure on the part of Metahub 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 and remedies provided in this Agreement are cumulative and not exclusive of any other rights or remedies (whether provided by law or otherwise).

16.5         Time of Essence 

Time shall be of the essence in the performance of the Parties’ obligations under this Agreement.

16.6         Third Party Rights

 A person who or which is not a party to this Agreement has no rights under any applicable Laws of Malaysia to enforce any term of this Agreement.

16.7         Governing Law and Jurisdiction 

This Agreement shall be governed by, and construed in accordance with, the Laws of Malaysia. The Parties irrevocably and unconditionally agree to submit to the non-exclusive jurisdiction of the Courts of Malaysia.

16.8         Force Majeure 

No party shall be held responsible for any delay or failure in performance of any part of its obligations under this Agreement caused beyond its reasonable control and without fault or negligence of the delayed or non-conforming Party, including and without limitation, acts of any governmental body, war, insurrection, sabotage, armed conflict, embargo, fire, flood, strike or other labour disturbance, pandemic, epidemic or endemic.

The headings and sub-headings of the provisions of this Agreement are to facilitate reference only and do not form a part of this Agreement, and shall not in any way affect the construction or interpretation thereof.