Software as a Service Agreement

This Software as a Service Agreement (“SaaSA”) is a binding legal agreement between you, as an individual or entity (“Tenant”), and Yuran.my, which is owned and operated by VHA Cognitive (M) Sdn Bhd (1213095-U), with its principal place of business at 72-2, Jalan PJS 5/30, Petaling Jaya Commercial Centre (PJCC), Petaling, 46150 Mukim Petaling, Selangor, Malaysia (“Yuran.my”). By accessing, downloading, installing, or using the software as a service application (the “Software”), you agree to be bound by the terms of this SaaSA. This SaaSA applies to any updates or supplements for the application, unless the application comes with separate terms, in which case those terms apply. If you do not agree to the SaaSA, do not check the “I accept” box and do not use the Software. Installation or use of the Software signifies that you have read, understood, and agree to be bound by the SaaSA.

Capitalized terms used in this agreement, in addition to those above, are defined in Section 30 (Definitions).

1. Grant of License to Access and Use Service

Yuran.my hereby grants to Tenant, including to all Tenant’s Authorized Users, a non-exclusive, non-sublicensable, non-assignable, royalty-free, and worldwide license to access and use the Yuran.my software as a service (the “Service”) solely for Tenant’s internal business operations (the “Deliverable”), according to Yuran.my’s terms and policies listed at yuran.my/terma-perkhidmatan/.

2. Support Services

Initial Support. For the 12-month period beginning on the Effective Date, and at Yuran.my’s own expense, Yuran.my shall provide Tenant with (a) online support using email, phone messaging and/or WhatsApp messaging during Yuran.my’s normal business hours, to help Tenant locate and correct problems with the Service and any related software, and (b) an internet-based support system generally available five days a week, eight hours a day.

Renewed Support. After the initial 12-month support period, Tenant may elect to renew Yuran.my’s support services under this Section 2 for additional 12-month periods, at Yuran.my’s then-current service rates.

Maintenance. Yuran.my shall provide bug fixes, corrections, modifications, enhancements, upgrades, and new releases to the Service to ensure: (a) the functionality of the Service, as described in the Documentation, is available to Authorized Users; and (b) the functionality of the Service is in accordance with the representations and warranties set forth herein, including but not limited to the Service conforming in all material respects to the specifications, functions, descriptions, standards, and criteria set forth in the applicable Documentation. The Service Fees are inclusive of the fees for maintenance.

Required Notice of Maintenance. Unless otherwise agreed by Tenant on a case-by-case basis, Yuran.my shall provide no less than thirty (30) calendar days’ prior written notice to Tenant of all non-emergency maintenance to be performed on the Service, including a detailed description of all maintenance to be performed. For emergency maintenance, Yuran.my shall provide as much prior notice as is commercially practicable to Tenant, and shall provide a detailed description of all maintenance performed no later than one (1) calendar day following the implementation of the emergency maintenance.

3. Fees

Tenant shall pay Yuran.my a yearly subscription fee (the “Subscription Fee”) for the Deliverable provided under this agreement. All fees for the Service are based on the package and add-on services selected by Tenant, and will be electronically invoiced to, and remitted from, Malaysia by Tenant.

4. Payment

Tenant shall pay the Subscription Fee to Yuran.my. All fees are due and payable within thirty (30) days of the invoice date, except fees subject to a reasonable and good-faith dispute.

Invoices can be viewed and downloaded from the Yuran.my system. Tenant shall provide Yuran.my with complete and accurate billing contact information, including a valid email address, and will make payments via electronic bank transfer. Except for a termination and/or refund as specifically set forth to the contrary under Section 19 (Effect of Termination), all invoices are non-cancelable and all payments are non-refundable.

5. Taxes

Payment amounts under this agreement do not include taxes, and Tenant shall pay all taxes applicable to payments between the parties under this agreement.

6. Service Levels

Applicable Levels. Yuran.my shall provide the Service to Tenant with a System Availability of at least 90% during each calendar month.

System Maintenance. Yuran.my may take the Service offline for scheduled maintenance for which it provides Tenant the schedule in writing (scheduled maintenance time does not count against System Availability), and may change its maintenance schedule on two weeks’ written notice to Tenant.

System Availability Definition. “System Availability” means the percentage of minutes in a month that the key components of the Service are operational. System Availability does not include any minutes of downtime resulting from: (a) scheduled maintenance; (b) events of force majeure; (c) malicious attacks on the system; (d) issues associated with Tenant’s computing devices, local area networks or internet service provider connections; or (e) Yuran.my’s inability to deliver the Service because of Tenant’s acts or omissions.

7. Data Protection

Tenant shall implement reasonable safeguards to prevent unauthorized access to, use of, or disclosure of the disclosing party’s Data.

8. Data Privacy

Yuran.my may collect, use and process Tenant Data only in accordance with Yuran.my’s Privacy Policy, available at yuran.my/dasar-privasi/.

9. Back-Up Data

On Tenant’s request and payment of RM25,500 per copy, Yuran.my shall deliver to Tenant a full back-up of Tenant’s Data, in a format the parties agree on in writing.

10. Statistical Information

Yuran.my may anonymously compile statistical information related to the performance of the Service for the purpose of improving the Service, but only if such information does not identify the data as Tenant’s or otherwise include Tenant’s name.

11. Publicity

Consent. Neither party will use the other party’s name, logo, or trademarks, or issue any press release or public announcement regarding this agreement, without the other party’s written consent, unless specifically permitted under this agreement or required by law.

Cooperation. The parties shall cooperate to draft all appropriate press releases and other public announcements relating to the subject matter of this agreement and the relationship between the parties.

No Unreasonable Delay. The parties will not unreasonably withhold or delay their consent to press releases or public announcements.

12. Representations

Mutual Representations. Each party represents that: it is a corporation incorporated and existing under the laws of the jurisdiction of its incorporation; it has the authority and capacity to enter into this agreement; it has duly executed and delivered this agreement; this agreement constitutes a legal, valid, and binding obligation, enforceable against it according to its terms; it is under no restriction or obligation that it could reasonably expect might affect its performance of its obligations under this agreement; and its execution, delivery, or performance of its obligations under this agreement will not breach or result in a default under its constitutional documents, any law to which it is subject, any judgment, order or decree of any governmental authority to which it is subject, or any agreement to which it is a party or by which it is bound. Each party further represents that it holds all permits and other authorizations necessary to own, lease, and operate its properties and conduct its business as currently carried on; that there are no legal proceedings pending, threatened, or foreseeable against it that would affect its ability to complete its obligations under this agreement; and that it has not taken or authorized any proceedings related to its own bankruptcy, insolvency, liquidation, dissolution, or winding up.

Yuran.my’s Representations. Yuran.my represents that it is the exclusive legal owner of the Service, including all Intellectual Property included in the Service and granted under the Deliverable; that it has properly registered and maintained all Intellectual Property included in the Service and granted under the Deliverable, and has paid all applicable maintenance and renewal fees; that it has not granted, and is not obligated to grant, any license to a third party that would conflict with the Deliverable; that the Service does not infringe the Intellectual Property rights or other proprietary rights of any third party; and that, to Yuran.my’s knowledge, no third party is infringing the Service.

13. User Obligations

Hardware Obligations. Tenant shall be responsible for obtaining and maintaining all computer hardware, software, and communications equipment needed to internally access the Service, and for paying all third-party access charges incurred while using the Service.

Anti-Virus Obligations. Tenant shall be responsible for implementing, maintaining, and updating all necessary and proper procedures and software for safeguarding against computer infection, viruses, worms, Trojan horses, and other code that manifests contaminating or destructive properties (collectively, “Viruses”).

Tenant’s Use of the Service. Tenant shall: abide by all local and international laws and regulations applicable to its use of the Service; use the Service only for lawful purposes; and comply with all regulations, policies and procedures of networks connected to the Service.

Restricted Uses. Tenant will not: upload or distribute any files that contain viruses, corrupted files, or other similar software or programs that may damage the operation of the Service; modify, disassemble, decompile or reverse-engineer the Service; probe, scan, test the vulnerability of, or circumvent any security mechanisms used by the sites, servers, or networks connected to the Service; take any action that imposes an unreasonably or disproportionately large load on the sites, servers, or networks connected to the Service; copy or reproduce the Service; access or use any other tenant’s or its users’ data through the Service; maliciously reduce or impair the accessibility of the Service; use the Service to post, promote, or transmit any unlawful, harassing, libelous, abusive, threatening, harmful, hateful, or otherwise objectionable material; or transmit or post any material that encourages conduct that could constitute a criminal offense or give rise to civil liability.

14. Export Compliance

No Representation by Yuran.my. Yuran.my makes no representation that the Service is appropriate or available for use outside of Malaysia.

Tenant Status. Tenant represents that it is not located in, under the control of, or a national or resident of, any country to which Malaysia has embargoed the import or export of goods and services.

15. Term

This agreement begins on the Effective Date and due date as stated on the Subscriptions page of the Yuran.my web application, under Tenant’s admin access, and will continue until terminated (the “Term”).

16. Limited Warranty

Service Warranty. Yuran.my will provide the Service in a professional manner consistent with general industry standards.

Performance Warranty. Yuran.my warrants that the Service will perform substantially in accordance with the Documentation.

Warranty Disclaimer. Yuran.my does not guarantee that the Service will be error-free, virus-free, or uninterrupted. Yuran.my will not be liable for any unauthorized alteration, theft, or destruction of any of Tenant’s data.

17. Ownership of Intellectual Property

Yuran.my will retain all interest in and to the Service, including all documentation, modifications, improvements, upgrades, derivative works, and all other Intellectual Property rights in connection with the Service, including Yuran.my’s name, logos, and trademarks reproduced through the Service.

18. Termination

Termination on Notice. Either party may terminate this agreement for any reason on thirty (30) business days’ notice to the other party.

Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of termination to the other party if: (a) the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations; and (b) the failure, inaccuracy, or breach continues for a period of thirty (30) business days after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination for Failure to Pay. Yuran.my may terminate this agreement with immediate effect by delivering notice of termination to Tenant if Tenant fails to pay the yearly Subscription Fee on time.

19. Effect of Termination

Refund Amounts. Yuran.my shall refund to Tenant, within 45 days, any prepaid Subscription Fees covering the remainder of the term of all subscriptions after the effective date of termination.

Pay Outstanding Amounts. Tenant shall immediately pay to Yuran.my all amounts outstanding as of the date of, and any amounts outstanding as a result of, termination.

Discontinuance of Use. Tenant shall cease all use of the Service upon the effective date of termination.

Recovery of Data. Tenant will need to retrieve any data it wishes to keep on its own effort.

20. Renewal

Following expiration of the initial Term, Tenant may renew this agreement for additional successive terms upon the parties agreeing in writing to do so.

21. Indemnification

Indemnification by Yuran.my. Subject to the exclusions and procedure set out below, Yuran.my (as the indemnifying party) shall indemnify Tenant (as the indemnified party) against all losses and expenses finally awarded against Tenant by a court of competent jurisdiction, or agreed in settlement approved in writing by Yuran.my, arising out of any third-party proceeding alleging that the Service, as provided by Yuran.my and used by Tenant in accordance with this agreement, infringes that third party’s Intellectual Property rights registered in Malaysia.

Exclusions. Yuran.my shall have no obligation under this Section 21 to the extent a claim arises from: (a) Tenant’s use of the Service in combination with any software, hardware, data, or process not provided by Yuran.my, where the Service alone would not infringe; (b) any modification of the Service not made or authorized by Yuran.my; (c) Tenant’s continued use of an allegedly infringing version of the Service after Yuran.my has notified Tenant of, and made available, a non-infringing replacement or modification at no additional cost; (d) Tenant Data or content, or any specifications or instructions provided by Tenant; or (e) Tenant’s breach of this agreement.

Sole Remedy. If the Service becomes, or in Yuran.my’s reasonable opinion is likely to become, the subject of an infringement claim, Yuran.my may, at its sole option and expense: (a) procure for Tenant the right to continue using the Service; (b) replace or modify the Service to make it non-infringing while providing materially equivalent functionality; or (c) if neither (a) nor (b) is reasonably available, terminate this agreement and refund Tenant any prepaid, unused Subscription Fees. This Section 21 states Yuran.my’s entire liability, and Tenant’s sole and exclusive remedy, for any claim that the Service infringes a third party’s Intellectual Property rights.

Procedure. Tenant shall notify Yuran.my in writing within fourteen (14) days of Tenant becoming aware of a claim covered by this Section 21. Yuran.my shall have sole control of the defense and settlement of the claim, provided that Yuran.my shall not settle any claim in a manner that admits fault on the part of Tenant or imposes any obligation on Tenant without Tenant’s prior written consent. Tenant shall provide reasonable cooperation, at Yuran.my’s expense, and may participate in the defense with counsel of its own choosing at its own expense. Tenant shall not admit liability for, or settle, any such claim without Yuran.my’s prior written consent.

Indemnification by Tenant. Tenant shall indemnify Yuran.my against all losses and expenses finally awarded against Yuran.my by a court of competent jurisdiction, or agreed in settlement approved in writing by Tenant, arising out of any third-party proceeding arising from: (a) Tenant Data or other content submitted, posted, or transmitted through the Service by Tenant or its Authorized Users; (b) Tenant’s breach of the Restricted Uses set out in Section 13 (User Obligations); (c) Tenant’s violation of any applicable Law; or (d) any dispute between Tenant and its own students, parents, members, or Authorized Users, including any dispute relating to billing, fees, or refunds collected by Tenant through the Service.

22. Limitation on Liability

Mutual Limit on Liability. Neither party will be liable for breach-of-contract damages suffered by the other party that are remote or speculative, or that could not have reasonably been foreseen on entry into this agreement.

Maximum Liability. Yuran.my’s liability under this agreement will not exceed 5% of the fees paid by Tenant under this agreement during the 12 months preceding the date on which the related claim arose. This cap applies to all claims arising under or in connection with this agreement, including claims under Section 21 (Indemnification), except to the extent liability cannot be excluded or limited under applicable Malaysian law.

23. General Provisions

Entire Agreement. The parties intend that this agreement, together with all attachments, schedules, exhibits, and other documents that are both referenced in this agreement and refer to this agreement: represents the final expression of the parties’ intent relating to the subject matter of this agreement; contains all the terms the parties agreed to relating to the subject matter; and replaces all of the parties’ previous discussions, understandings, and agreements relating to the subject matter of this agreement.

Amendment. Yuran.my may amend the terms and conditions of this agreement at any time on reasonable notice, including without limitation by posting revised terms on its website at yuran.my/terma-perkhidmatan/.

Assignment. Neither party may assign this agreement or any of its rights or obligations under this agreement without the other party’s written consent.

24. Notices

Method of Notice. The parties shall give all notices and communications between the parties in writing by: (a) personal delivery; (b) a nationally-recognized, next-day courier service; (c) first-class registered or certified mail, postage prepaid; (d) fax; or (e) electronic mail, to the party’s address specified in this agreement, or to the address that a party has notified as its address for the purposes of this section.

Receipt of Notice. A notice given under this agreement will be effective on the other party’s receipt of it, or, if mailed, the earlier of the other party’s receipt of it and the fifth business day after mailing.

25. Governing Law

This agreement shall be governed, construed, and enforced in accordance with the laws of Malaysia, without regard to its conflict-of-laws rules.

26. Severability

If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

27. Waiver

Neither party’s failure or neglect to enforce any rights under this agreement will be deemed to be a waiver of that party’s rights. A waiver or extension is only effective if it is in writing and signed by the party granting it. A party’s failure or neglect to enforce any of its rights under this agreement will not be deemed to be a waiver of that or any other of its rights, and no single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.

28. Force Majeure

Neither party will be liable for performance delays, nor for non-performance, due to causes beyond its reasonable control, except for payment obligations.

29. Relationship of the Parties

Nothing in this agreement creates any special relationship between the parties, such as a partnership, joint venture, or employee/employer relationship. Neither party will have the authority to, and will not, act as agent for or on behalf of the other party, or represent or bind the other party in any manner.

Tenant will reasonably cooperate with any Yuran.my investigation of Service outages, security problems, and any suspected breach of this agreement. Where agreement, approval, acceptance, consent or similar action by either party is required by any provision of this agreement, such action shall not be unreasonably delayed or withheld.

This agreement may be executed in counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same agreement.

30. Definitions

“Authorized Users” means the list of persons authorized to use the Service under this agreement.
“Business Day” means a day other than a Saturday, a Sunday, or any other day on which the principal banks located in Kuala Lumpur are not open for business.
“Data” means all of the data Tenant creates with or uses with the Service, or that is otherwise related to Tenant’s use of the Service.
“Disclosure Schedule” means the schedules delivered, before the execution of this agreement, by each party to the other, which list items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision of this agreement, or as an exception to one or more of the representations, warranties or covenants made by that party.
“Effective Date” is defined in the introduction to this agreement.
“Governmental Authority” means: any federal, state, local, or foreign government and any political subdivision of any of them; any agency or instrumentality of any such government or political subdivision; any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that its rules, regulations or orders have the force of law); and any arbitrator, court or tribunal of competent jurisdiction.
“Intellectual Property” means, in any jurisdiction throughout the world: trademarks and service marks, including all applications and registrations, and the goodwill connected with the use of and symbolized by the foregoing; copyrights, including all applications and registrations related to the foregoing; trade secrets and confidential know-how; patents and patent applications; websites and internet domain name registrations; and other intellectual property and related proprietary rights, interests and protections (including all rights to sue and recover and retain damages, costs and attorneys’ fees for past, present, and future infringement, and any other rights relating to any of the foregoing).
“Law” means any law (including the common law), statute, bylaw, rule, regulation, order, ordinance, treaty, decree, judgment, and any official directive, protocol, code, guideline, notice, approval, order, policy, or other requirement of any Governmental Authority having the force of law.
“Legal Proceeding” means any claim, investigation, hearing, legal action, or other legal, administrative, arbitral, or similar proceeding, whether civil or criminal (including any appeal or review of any of the foregoing).
“Order” means any decision, order, judgment, award, or similar order of any court of competent jurisdiction, arbitration panel, or Governmental Authority with jurisdiction over the subject matter, whether preliminary or final.
“Permits” means all material licenses, franchises, permits, certificates, approvals, and authorizations from Governmental Authorities necessary for the ownership and operation of a party’s business.
“Person” includes any corporation, company, limited liability company, partnership, Governmental Authority, joint venture, fund, trust, association, syndicate, organization, or other entity or group of persons, whether incorporated or not, and any individual.
“Service” is defined in Section 1 (Grant of License to Access and Use Service).
“Subscription Fee” is defined in Section 3 (Fees).
“Taxes” includes all taxes, assessments, charges, duties, fees, levies, and other charges of a Governmental Authority, including income, franchise, capital stock, real property, personal property, tangible, withholding, employment, payroll, social security, social contribution, unemployment compensation, disability, transfer, sales, use, excise, gross receipts, value-added and all other taxes of any kind for which a party may have any liability imposed by any Governmental Authority, whether disputed or not, any related charges, interest or penalties imposed by any Governmental Authority, and any liability for any other person as a transferee or successor by law, contract or otherwise.
“Term” is defined in Section 15 (Term).
“Viruses” is defined in Section 13 (User Obligations).

This agreement has been executed by the parties.

VHA Cognitive (M) Sdn Bhd 1213095-U | 201601042153