Important – please read these terms carefully as this Terms of Use forms a legally binding agreement between you and us. Smartsense Sdn. Bhd. (“Smartsense”, “we”, “us”, or “our”) seeks to inspire the world with a bold new model to accelerate Ideas to Impact by combining our developmental expertise with tech infrastructure and services for the creation, development and commercialisation of technology and innovation through discussions, campaigns, and events, which are primarily promoted on our website at https://www.smartsense.com.my/ (“Website”). By accessing and using the Website, you agree that you have read, understood, accepted and agreed with the Terms of Use stated herein (“Term of Use”) as well as the following terms and conditions published on our Website, including any amendments or replacements which we may publish from time to time:

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Privacy Notice;

(collectively, the “Policies”).

We will provide one (1) month’s notice of any material changes to the Terms of Use and the Policies, following which your continued usage of the Website will be deemed to confirm your acceptance of the revised Terms of Use and/or the Policies.

For the purposes of this Terms of Use, “you” and “your” means the user of the Website, and if you are accessing or using the Website on behalf of a business or entity, then (a) “you” and “your” includes you and that business or entity; and (b) you represent and warrant that you are an authorised representative of the business or entity with the authority and/or capacity to bind the entity to these Terms of Use and the Policies and you agree to the same on the business’ or entity’s behalf.

If you do not agree to the Terms of Use or any of the Policies (whether in whole or in part), please do not continue accessing and using the Website.

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1. Representations And Warranties

By using or accessing the Website, you further represent and warrant that you have the right, authority and capacity to use the Website and to abide by the Terms of Use. You further confirm that all the information which you provide is true, complete and accurate.

You undertake not to authorise others to use your identity or account, and you may not assign or otherwise transfer your user account to any other person or entity.

When using or accessing the Website, you agree to comply with all applicable laws whether in Malaysia or in the country, state and city in which you are present while using or accessing the Website or any laws (other than that of Malaysian law) which may be applicable due to your nationality, country of incorporation (if you are a business entity), or for any other reasons.‍

By using or accessing the Website, you agree that:

• You will only use the Website for lawful purposes;
• You will only use the Website for the purpose for which it is intended to be used;
• You will not use the Website for sending or transmitting any unlawful material or for fraudulent purposes;
• You will not cause nuisance, annoyance or inconvenience in any manner to any person through your use of the Website;
• You will not impair the proper operation of the Website;
• You will not intentionally or unintentionally cause or attempt to cause damage to other users or participants of the Website;
• You will not copy or distribute the content on the Website without written permission from us or our licensors (where applicable);
• You will provide us with proof of identity as we may reasonably request or require;
• You agree to provide accurate, current and complete information as required for the Website and undertake the responsibility to maintain and update your information in a timely manner to keep it accurate, current and complete at all times during the term of this Terms of Use.
• You agree that we may rely on your information as accurate, current and complete. You acknowledge that if your information is untrue, inaccurate, not current or incomplete in any respect, we have the right but not the obligation to terminate this agreement and your use and/or access to the Website at any time with or without notice;
• You will not employ any means to defraud us or enrich yourself, through any means, whether fraudulent or otherwise, through any event, promotion or campaign launched by us; and
• You agree that the Website is provided on a reasonable effort basis.

2. Licence Grant And Restrictions

We hereby grant you a revocable, non-exclusive, non-transferable, non-assignable, limited licence to use the Website, subject always to the Terms of Use herein. All rights not expressly granted to you are reserved by us.

You hereby agree that you shall not:

• Licence, sub-licence, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Website and/or any of the content herein in any way;
• Modify or make derivative works based on the content on the Website;
• Copy any ideas, features, functions or graphics on the Website;
• Launch any automated programme or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any programme which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the Website;
• Use any robot, spider, site search / retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Website or its contents;
• Post, distribute or reproduce in any way any copyrighted materials, trademarks, or other proprietary information without obtaining the prior consent of the owner of such proprietary rights;
• Remove any copyright, trademark or other proprietary rights notices contained on the Website;
• Send spam or otherwise duplicative or unsolicited messages through the Website;
• Send or store infringing, obscene, threatening, libellous, or otherwise unlawful or tortious material, including but not limited to materials harmful to children or violative of third-party privacy rights;
• Send material containing software viruses, worms, trojan horses or other harmful computer code, files, scripts, agents or programmes;
• Interfere with or disrupt the integrity or performance of the Website or the data contained therein;
• Attempt to gain unauthorised access to the Website or its related systems, networks or databases;
• Impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity; or
• Engage in any conduct that could possibly damage our reputation or amount to being disreputable.

3. Intellectual Property

You agree that we and/or our licensors, where applicable, shall own all right, title and interest, including all related intellectual property rights, in and to the Website.

These Terms of Use do not constitute a sale agreement and do not convey to you any rights of ownership in or related to the Website, or any intellectual property rights owned by us or our licensors.

For the avoidance of doubt, the term “Website” shall include its elements, components, source code, layout, schema, designs, databases and content published, which shall include but without limitation, trademarks, service marks, text, images and videos.

Where, for the purpose of an Initiative, you submit information or materials to us to be published on the Website, you shall grant us a worldwide, non-exclusive, revocable, royalty-free, limited licence to use, modify, display, distribute and publish such information or materials, and you hereby represent and warrant that any such information or materials provided will not infringe the intellectual property or proprietary right of any third party. You shall indemnify and hold us harmless for any claims, damages, costs, damages, losses, liabilities and expenses (including attorney’s fees and costs and/or regulatory action) arising out of or in connection with our use or publication of the information or materials provided by you.

You shall not use, display, distribute, copy or deal in any manner with our name, trade name, trademark, service mark, logo, insignia or any intellectual property rights in general without first obtaining written consent from us. Any approval or consent given by us to you in connection with your usage of our intellectual property rights shall be subject to any terms, conditions or directions which we may direct or issue from time to time.

4. Third-Party Interactions

During your use and access of the Website, you may enter into correspondence with, purchase or subscribe to goods and/or services from, participate in promotions of third-party providers, advertisers or sponsors showing their goods and/or services through the Website, or enter into formal engagement or contractual relationships with third-party service providers, advertisers or sponsors for matters which may or may not concern our Website. Any such Third-Party Interactions, and any agreements, terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third party. We shall have no liability, obligation or responsibility for any such Third-Party Interactions. We do not endorse any applications or sites on the Internet that are linked through the Website, and in no event, shall we be responsible for any content, products, services or other materials on or available from such sites or third-party providers.

We make available the Website pursuant to the Terms of Use. You recognise, however, that certain features on the Website may require your agreement to additional or different terms and conditions of third-party prior to your use of or access to such features, and we are not a party to and disclaims any and all responsibility and/or liability arising from such agreements between you and the third-party providers.

The Website may contain links to other third-party websites and by clicking on these links, you agree to do so at your own risk. We do not control or endorse these third-party websites or links and shall not be responsible for the content of these linked pages. We accept no liability or responsibility for any loss or damage which may be suffered by you in relation to your access and use of these third-party links and websites.

When you interact directly with fellow users of the Website, you must be careful about the types of information, document and property that you share, and be mindful of the need to subject the sharing to confidentiality obligation or protection of intellectual property rights associated therewith depending on the nature of the subject matter being shared. Any such sharing or disclosure of information, document and/or property are strictly between you and the recipients, and we are not to be made responsible for any consequences arising therefrom.

Should you at any point in time come across any person representing or claiming to be our authorised representatives, partners, agents, personnel, affiliates or in any manner associated to us, or claiming and representing to be us on any platforms, social medias, websites, telecommunication channels, forums, events or campaigns, you are advised to conduct your own due diligence or verification to verify the veracity and authenticity of the representation or claim made by said third party(ies). If you have any doubt or any questions or if you wish to report any suspicious event, please contact admin@smartsense.com.my.

5. Content Rules

Some of our features involve information and knowledge sharing by you or the other participants, whether on the Website or through other means. You retain all intellectual property rights and proprietary rights in and are responsible for, the information you share as well as their consequences in connection therewith. While we may provide avenues for the sharing of such information, these avenues do not signify our endorsement of the same. You agree that all information shared in conjunction with any of the information provided by third parties which are subsequently published on our Website are indicative only and should not be relied on without self-exercised due diligence. You agree that we are not responsible for reviewing the legality, accuracy and veracity of any information shared in connection with the features or provided by third parties and, as such, do not guarantee in any manner the reliability, validity, accuracy, or truthfulness thereof. If you rely on any information provided by third parties on our Website, you are doing so at your own risk, and we are under no circumstances responsible and liable for any losses and damages suffered by you arising from reliance on such information.

6. Using The Website

Our Website evolves constantly and may change from time to time, at our discretion. We may (i) stop, either permanently or temporarily, providing any or all features on the Website; or (ii) change the timeline of any events. We may, but are not obliged to publish or convey notice of any such material changes on our Website or conveyed to you in accordance with Section 14 of this Terms of Use.

We also reserve the right to access, read, preserve and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce the terms and conditions of the Agreements, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud or security or technical issues, (iv) respond to user support request, or (v) protect the rights, property or safety of Smartsense Sdn Bhd, its users and the public. Kindly take note that Smartsense Sdn Bhd does not disclose personally-identifying information to third parties except as specified in our Privacy Notice.

7. Limitation Of Liability

You agree that, to the extent permissible by law, we shall not be liable to you for any indirect, incidental, special, consequential or punitive damages, howsoever arising including but not limited to any damages for lost time, income, revenue, profits, goodwill or other similar items or any business interruption of any kind.

Our Website may contain information, goods or services offered by third-parties. These promotions, information, goods or services are provided or supplied entirely by the relevant third parties, and we shall not be liable or responsible for any loss or damage arising from your reliance on, usage of, purchase or subscription to these promotions, information, goods or services offered by the relevant third parties. We do not represent or warrant that the Website will meet your requirements or expectations and any stored, published or disseminated data and information will be accurate and reliable. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including without limitation, any implied warranty of merchantability, fitness for a particular purpose or non-infringement of third-party rights, are hereby excluded and disclaimed to the highest and maximum extent allowed.

8. Indemnity

By agreeing to the Terms of Use, you agree that you shall defend, indemnify and hold Smartsense Sdn Bhd and its affiliates, officers, directors, members, employees and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs and/or regulatory action) arising out of or in connection with (i) your use and access of the Website; (ii) your violation or breach of any of the terms in these Terms of Use or any applicable law or regulation, whether or not referenced herein; and (iii) your violation of any rights of any third party.

9. Termination And Suspension

We reserve the right to restrict or terminate your access to our Website, with or without notice, for reasons including any violation of the Terms of Use, upon the request of law enforcement or government agencies, for extended periods of inactivity, for unexpected technical issues or problems, if we suspect that you engage in fraudulent or illegal activities or any other reason in our sole discretion. Upon such termination, we may delete your account and prevent you from further access to the Website. You agree that we will have no liability to you or any third party for the termination of your account, removal of your content or information or materials provided by you, or prohibition of your access to our Website and Programme.

Rights and obligations under the Terms of Use, which by their nature would continue beyond the termination or ending in any other way, shall survive the termination or expiry of this Terms of Use.

10. Data Privacy

We will process your personal data in accordance with our Privacy Notice. By using the Website and/or providing us your personal information, you consent to our processing of your personal data in accordance with our Privacy Notice.

11. Dispute Resolution

If there is any controversy, dispute, difference or claim of any kind arises out of or in connection with the terms and conditions of this Terms of Use, please try contacting our Support Team at admin@smartsense.com.my before bringing a formal legal case. In the event the dispute cannot be resolved amicably, you agree that such dispute will be settled by way of arbitration proceedings initiated at the Asian International Arbitration Centre (“AIAC”) in accordance with the Rules of the AIAC as modified or amended from time to time by a sole arbitrator to be appointed by the Director of the AIAC in accordance with the Rules of the AIAC. The seat and venue of the arbitration shall be Kuala Lumpur, in the English language. Any award of the arbitrator shall be final and binding.

12. Governing Law

‍This Terms of Use are governed by, and shall be construed in accordance with the prevailing laws of Malaysia.

13. Notices

We may give notice by means of a general notice on the Website, or by electronic mail to your email address used to set up an account on the Website. Such notice shall be deemed to have been given upon the expiration of twenty-four (24) hours after sending or publication.

You may give notice to us by email to admin@smartsense.com.my and such notice shall be deemed to have been given upon the expiration of twenty-four (24) hours after sending.

14. No Waiver

‍Failure or delay by us to enforce, at any time, any provision of the Terms of Use shall not be construed as a waiver of our right to enforce the breach of such provision or any other provision in these Terms of Use or as a waiver of any continuing, succeeding or subsequent breach of any provision of the Terms of Use.

15. Severability

If any provision of this Terms of Use is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable and the Terms of Use shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof and the remaining provision shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom.

16. Assignment

This Terms of Use as modified from time to time shall not be assigned or novated or subcontracted in whole or in part by you without our written approval but may be assigned without your consent by us. Any purported assignment by you in violation of this section shall be void.

17. No Agency

‍This Terms of Use are not intended to create a joint-venture, partnership, agency, franchise, sales relationship or employment relationship between us and you. You have no authority to make or accept any offers or representations on our behalf.

18. Entire Agreement‍

The Terms of Use comprises the entire agreement between you and us and supersedes all prior or contemporaneous negotiations or discussions, whether written or oral (if any) between the parties regarding the subject matter contained herein.