Exploration Participation Agreement Terms and Conditions
The Exploration Participation Agreement (“EPA”), together with these terms and conditions (the “Partner Terms”), constitutes the Agreement between the host, host’s partner, mentor, owner or company, with registered address as stated in the EPA, as trip services provider or chain (“you”, “your”, “Company”, “Exploration”, acting on behalf of itself and, where applicable, any participating exploration) and Axiago eTravel Sdn Bhd. (1185171-V), a Malaysia company with registered address at 27th Floor, Axiata Tower, 9 Jalan Stesen Sentral 5, KL Sentral, 50470 Kuala Lumpur, Malaysia (“Axiago”, “we”, “us”, “our”) as facilitator of an online information, contents and exploration reservation service and related support services to your exploration (the “Service”). Execution of this Agreement and/or use of the Service indicates your acknowledgment and acceptance of all terms and conditions set out herein.
As part of the Service, Axiago will act as a facilitator to promote your exploration (and, where applicable) and transact reservations (subject to your booking conditions). In doing so:
- DISTRIBUTION PLATFORM:
- HOST SYSTEMS:
- REFER COMPLAINTS:
- OFFERING INCENTIVES:
- NET INCLUSIVE RATES:
- SUPPORT SERVICES:
With the access as a host you can update your rates and availability, and Information. If and when applicable. The rates uploaded are indicative and will serve as a basis for calculating Axiago’s compensation (the “Consideration”) and subsequent Net Inclusive Rate as described below. The host can control and change different settings. In the event that you are connected to Axiago (“Provider”), Axiago will under no circumstances be liable to the exploration for any indirect or consequential loss including, without limitation, loss of profits, wasted expenditure or loss of data arising from any interruption or non-availability of the connection or settings issues, or for any other connectivity issue not caused by Axiago. The host is responsible for updating rates and date of availability using Axiago’s system as directed by Axiago from time to time and agrees to indemnify and hold harmless, and keep indemnified and harmless, Axiago against all direct and indirect loss, damage, claims, demands, actions, costs, charges, expenses and liabilities of whatsoever nature incurred by Axiago arising out of any failure to do so accurately.
We will refer disputes or complaints relating to the guest’s participant in your exploration to you for resolution. This only applies to disputes or complaints received through customer service, not to negative comments contained in the guest reviews.
We reserve the right, without notice, to amend or delete any Information on the Sites which, in our sole discretion, is defamatory, obscene, materially inaccurate, in breach of any law and/or advertising code of practice, or provides direct references to your websites, e-mails or telephone numbers. We make no representations, warranties or conditions with respect to any information, system or graphics on the Sites (save in respect of any changes we make to your Information), including but not limited to all implied warranties of merchantability, satisfactory quality, fitness for a particular purpose and non-infringement.
As compensation for our Service, you agrees to allow us to retain the difference between the Net Inclusive Rate (calculated by deducting the contracted Consideration from the relevant reference rate type) and the rate charged by Axiago to the guest. Axiago will always calculate and remit to you the Net Inclusive Rate as stipulated in the clause “Payment” below. Your Consideration level is calculated from the relevant reference rate type as set by default in the system. You can always refer to the system for your applicable Consideration percentage.
Subject to rate types selected, for future you may have the ability to increase the consideration level in order to improve your Ranking (as defined below) on the Sites, which effectively reduces the Net Inclusive Rate payable to you. Axiago cannot guarantee that such increase will result in more reservations. You can at all times and at your discretion decrease the Consideration back to the contracted level, thereby raising the payable Net Inclusive Rate again, for example in the event that an increase did not achieve your business objectives. Axiago reserves the right to offer certain guest incentives at its own cost (e.g. reward program, gift cards, vouchers, rebates, etc.).
As one of the rate plans or rate channels, the host has to provide Axiago with the Net Inclusive rates to be used in closed or dedicated user channels, opaque offerings, package deals or in a manner consistent distribution practices in relation to the exploration, as specified in the system. Net Inclusive rates mean your exploration charges to guests which is inclusive your cost and margin, applicable GST or VAT or other indirect sales taxes, occupancy tax, tourist or other visitor taxes or income taxes ("Taxes").
As part of the Service, we are offering a range of additional support for your exploration, including but not necessarily limited to customer support, payment processing and reconciliation services, information and content provision, reservation amendment services and any future additional support services as we may determine at our discretion. Axiago will use its commercially reasonable efforts to offer “best in class” support and will work with your exploration to continuously improve its Services.
The Parties’ Obligations
- GUARANTEED, UNAVAILABILITY:
- HONOUR CONTRACT:
- RATES, AVAILABILITY AND PROMOTIONS:
You are responsible for updating the Host system on a regular basis, ensuring that all Information (save to the extent amended by us) is accurate and up to date at all times, including rates, date availability, policies, booking conditions and all other relevant Information. You will notify us in advance of anything which may affect the guest experience at your exploration, including but not limited to renovation, construction, maintenance, closure of facilities and the like. Axiago determines the Information display on the Site at its sole discretion to the extent not restricted by law. If the Information you provide is wrong, misleading and/or infringing third party rights, you agree to fully indemnify us and hold us harmless against all actual and not consequential loss (including but not limited to loss or damage of goodwill, reputation or profit), liability, damages or costs incurred by us as a result. Neither we nor our business partners can accept responsibility for any errors, over-bookings, incorrect rates or any other reasons impacting the guest experience resulting from your acts or omissions, including your failure to accurately update the system or the Axiago, or your omission to notify us in a timely manner.
In the event of exploration unavailability or an incorrect or over-booking caused by your failure to comply with your obligation number 1 above, you shall, as a minimum remedy in respect of such incorrect or overbooking, upgrade the guest to a better services in your exploration or, if that is impossible, find the guest alternative exploration of equal or better standard than, and a reasonable distance from the original exploration, provide complimentary transport to and from the alternative exploration and absorb the difference in services above the net rate agreed at the time of booking. You will relocate other guests before relocating any guests who booked through Axiago. If, after such other guests are relocated, you are still unable to honour Axiago’s reservations, then the host shall (i) immediately notify Axiago of the inability in writing, (ii) relocate Axiago guests to the nearest comparable services (iii) prepay the exploration charges for such relocated services for the relevant period of relocation and all transportation costs, (iv) promptly deliver a written apology to Axiago’s guest, including an explanation absolving Axiago and the relevant client of responsibility for the host’s failure to honour the reservation. In the event of your failure to satisfactorily resolve the issue, Axiago reserves the right to withhold payment of net rates until the issue has been satisfactorily resolved, as well as to set off any costs incurred from future payments. Guests have to be informed by the host during their exploration with their prior approval. A breach of this clause will entitle Axiago to deduct an overbooking fee from the next payment, without prejudice to other rights, including but not limited to a Ranking penalty and/or suspension.
We are your reservation facilitator and any bookings made through the Sites will be honoured by you. You will deal with the confirmed reservation in accordance with all the information contained in it, including supplementary information and (reasonable) wishes made known by the guest (to the extent we have made such wishes known to you prior to such booking and you have made all commercially reasonable efforts to accommodate them). The systems that we use to confirm and monitor reservations to your exploration by email, or through the system shall be conclusive, unless you can provide credible counter-evidence.
- The host shall have the option to load different rate plans and rate types into the Axiago host discount system.
- To enhance Axiago’s efficiency in promoting your exploration and facilitating reservations, you will use your commercially reasonable efforts to ensure that Axiago is not put at a commercial disadvantage compared to other online or similar reservation channels, including your own. As a consequence, you will use your commercially reasonable efforts to ensure that the rates, availability, promotions and related offerings you update into the System, and which can be supported by the system, will be comparable to or better than offerings available via other online channels.
- In return, Axiago will use its commercially reasonable efforts to ensure that the host will be able to compete fairly on the Sites. Notwithstanding the above, nothing shall prevent the host from offering Axiago better terms than other reservation facilitators or restrict in any way Axiago’s ability to work with other service providers.
- In the event that Axiago becomes aware that less favourable terms are being offered to Axiago compared to via other online channels, Axiago will notify the host and request that terms are improved for Axiago. Consistently unfavourable terms will lead to reduced success on Axiago’s reservation platform and the Sites for the exploration and possibly suspension of the host or the termination of this Agreement. Axiago also reserves the right to take appropriate actions in the interest of the guests. Axiago does not guarantee a minimum volume of reservations, but the host acknowledges that unfavourable terms may lead to fewer or no reservations.
- This section applies to the extent not prohibited by applicable mandatory laws in the jurisdiction where the host is located, if and when applicable.
Axiago will use its commercially reasonable efforts to solicit reviews from departed guests to publish on the Sites. We may translate, edit and publish such guest reviews (and, subject to clause 4 under “Our Service”, your Information). You will not, without our prior written consent (not to be unreasonably withheld), publish those translations that we have made of your Information nor our guest reviews for any other sales channels apart from our own. We cannot be held liable for the content of such translations or guest reviews. We agree to share in aggregate, while protecting the privacy of the reviewer, the review information to help the host improve its services.
You will ensure that you have all the necessary rights and authority to use and to license or authorize to use any copyrights, pictures, text, brands, logos and other intellectual property rights included in your Information. Subject to such rights, you acknowledge and agree that we shall have the right to publish reproduce and/or display the same for the purpose of advertising your Information on the Sites and for any other purposes pursuant to this Agreement during the term of this Agreement (and that all such use shall cease on termination or expiry of this Agreement). As a consequence, you hereby grant us a royalty-free license to such intellectual property rights during the term of this Agreement. Axiago or its affiliated companies are the owners or right holders of certain intellectual property rights, including but not limited to trade or service marks, copyright, logos, software, systems, Site content, know-how, business model, etc. Nothing in this Agreement shall be construed as granting you a license or any rights, implied or otherwise, to any of the Axiago intellectual property rights. Without prejudice to what is set out in this Agreement, each party will continue to be the rightful owner or right holder of its own intellectual property rights. You will indemnify and hold Axiago harmless in case of third party intellectual property infringement claims.
You authorize us (at our cost) to promote your exploration through our different marketing channels. We may run campaigns at our discretion and we will pay the advertising cost of these campaigns. You acknowledge that, whilst we will attempt to prevent this, we do not have full control over unsolicited and/or illicit links and references to the Sites.
You will ensure (i) that your User ID and password/PIN for the Website are kept confidential and can only be used by authorized persons, (ii) that you inform us immediately of any suspected security breach or misuse and (iii) that you will take appropriate measures and use all commercially reasonable efforts to prevent such breach or misuse.
All relevant and required guest booking information (including amendments, if any) will be provided to the host prior to arrival of the guest(s). The host must ensure that the guests present the following items upon check-in:
- Confirmation (email or voucher) from Axiago (in paper or electronic format); and
- Valid photo ID which matches the name on the confirmation. The host must verify these items. If any of the above items cannot be presented to the host, or if the name on the photo ID does not match the name on the confirmation, or in case of any other discrepancy, the host must contact Axiago immediately before allowing this guest to take part under our voucher. If the host fails to verify the data, Axiago may choose to decline payment for such booking(s).
Host can check all bookings made and cancellations via the Axiago Website/Mobile Applications. We will also deliver reservations to you by alternative notification methods, including but not necessarily limited to email or Website notification. In case of changes to your contact details, you are responsible to notify us immediately. Axiago will send a booking voucher to the host post-booking containing the relevant reservation details, as well as the reference sell rate (if applicable) and the Net Inclusive Rate. The host will ensure that the cancellation conditions are always accurate and up to date in the Webiste. In the event that a reservation is cancelled due to extraordinary circumstances defined by Axiago (such as family death, natural disaster or another Force Majeure event), Axiago may elect to refund the guest in full and the host shall not be entitled to payment for such reservation.
Axiago will charge the guest and operate and maintain various online payment gateways at its discretion. Axiago will remit the net inclusive rates to the host for all confirmed and departed reservations (the “Net Inclusive Rate”), i.e. the relevant reference rate type less applicable Consideration. Such Net Inclusive Rate will be recorded in the Website and confirmed in the host booking confirmation and voucher post-booking. Axiago will remit the confirmed Net Inclusive Rate regardless of the displayed retail rate.
As a Host you are solely responsible for determining your obligations to report, collect, remit or include in your Listing Fees any applicable GST or VAT or other indirect sales taxes, occupancy tax, tourist or other visitor taxes or income taxes ("Taxes"). The host is responsible for remitting all taxes due, duties, fees, (sur)charges and rates in the nature of taxation or any interest, penalty or fine in connection therewith (“Tax” or “Taxes”) related to the rental, lease or similar use of facilities maintained and/or operated by the host to the relevant authorities. If and when applicable, the host will satisfy all applicable withholding, reverse charge, tax invoicing, deduction or equivalent obligations as required by its country of residence. Axiago shall not account for any Taxes in the host’s country of residence on the reference rate, the Net Inclusive Rate or Consideration. If the host is required to remit any Taxes on the reference rate type, the Net Inclusive Rate or Consideration, the host shall bear any such Taxes and this will not impact the Consideration. Tax regulations may require us to collect appropriate Tax information from Hosts, or to withhold Taxes from payouts to Hosts, or both. If a Host fails to provide us with documentation that we determine to be sufficient to alleviate our obligation (if any) to withhold Taxes from payouts to you, we reserve the right to freeze all payouts, withhold such amounts as required by law, or to do both, until resolution.
Axiago Payments will collect the Total Fees from a Guest at the time the Guest’s booking request is accepted by the host, or at any other time mutually agreed between the Guest and Axiago Payments. Guests shall be solely responsible for payment of all incidental charges that they may incur in excess of the exploration as stated in the booking confirmation from us. Where applicable, this may include levies that, by law or policy, have to be collected by the host and cannot be charged by Axiago.
In order to receive a Payout you must have a valid Payout Method linked to your Axiago Account. Axiago Payments will generally initiate Payouts to your selected Payout Method: Payment will be release from Axiago within seven (7) working days after the Exploration have ended, however the time it takes to receive Payouts once released by Axiago Payments may depend upon the banking systems. Payment will be made in local currency (i.e. currency of the country where the host is located), host should bear the cost of bank TT service charges and currency conversion rate (If any).
Axiago Payments may delay or cancel any Payout for purposes of preventing unlawful activity or fraud, risk assessment, security, or investigation. The host agrees to take full responsibility for any and all losses and damages resulting from (i) any failure of the exploration to have adequate checks and security in place; (ii) any security breach, misuse and/or fraud committed by an act or omission of the host or its staff.
Ranking, Display and Loyalty
The default order in which exploration are listed on the Sites (the “Ranking”), as well as the way in which the Information is displayed on the Sites, will be at Axiago’s reasonable discretion. The Sites are available in different languages and Axiago offers Site visitors a range of different currencies to make the reservation (with the exchange rate set by Axiago). Axiago reserves the right to offer and display (references to) a rewards or loyalty program or other targeted promotions, vouchers or discounts, in accordance with applicable law where relevant. The Ranking is determined unilaterally by Axiago using an automated algorithm which may consider factors including, but not necessarily limited to, your committed and actual availability, promotions and rates; Consideration percentage; conversion (the ratio of reservations made to Site visits); sales of services; cancellations; and guest reviews. Axiago, at its sole discretion, may offer other ranking options on the Sites based on criteria such as star ratings, guest review scores, sponsored listings (if available), personalization, etc. Site visitors will, in addition, have the option to sort and filter according to criteria such as review score, star rating, etc.
If we suspend the Service to any of your exploration, this means that such exploration will not be able to accept new reservations, and may not be visible or bookable on the Sites. Without prejudice to other rights we may choose to exercise, including termination, we may suspend the Service provided to that exploration at our sole discretion and for any reason, including but not limited to: you posting incorrect or misleading Information on the Website; your failure to maintain up-to-date Information on the Website, resulting in over-bookings at that exploration; your failure to maintain adequate security measures to prevent abuse of the website or payment systems; your failure to accept a reservation at the price shown on a reservation; suspected fraud; you overcharging us; us receiving one or more legitimate and serious complaint(s) from one or more guest(s); misuse of the guest review process (e.g. posting fake reviews yourself or by your representatives); negative press reports; repeated or ongoing unresolved pricing, availability, promotional or commercial issues; inappropriate or unprofessional behaviour towards guests or our staff; material brand integrity issues; your breach of any term of this Agreement; or during the termination notice period.
This is 1st version of the Agreement. We may amend the terms and conditions of this Agreement (but not increase the contracted Consideration without mutual agreement) and update the Partner Terms at any time. Amendments shall come into force one week after a new version will have been communicated to you. If you do not actively acknowledge or contest the revised terms within one month after such communication, your continued participation in the Service shall constitute acceptance of the amended terms. If you do not want to be bound by the amended terms then you may terminate in accordance with the Agreement.
Unscheduled Interruptions and Downtime to the Sites
We take care to ensure that the Service and Sites remain fully functioning. However it may, on occasions be necessary to close or suspend provision of any of the Services on the Sites for the purposes of repair, maintenance or development. Also, access to the Sites by guests or operation of any of the Services by you may be interrupted by circumstances beyond our control. We cannot accept responsibility (to the extent permitted by law) for any downtime, interruption or delay in operation or transmission. Axiago provides, and the host accepts, the Service and its availability on an "as is" and "as available" basis and Axiago makes no representations or warranties with regard to the same.
Indemnification, Limitation of Liability
You agree to release, defend (at Axiago’s option), indemnify, and hold Axiago and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Terms or our Policies or Standards, (ii) your improper use of the Axiago Platform or any Axiago Services, (iii) your interaction with any Member, stay at an Accommodation, participation in an Exploration, Event or other Host Service, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, stay, participation or use, (iv) Axiago’s Collection and Remittance of Occupancy Taxes, or (v) your breach of any laws, regulations or third party rights.
Without prejudice to what is set out in this Agreement, each party’s liability is limited and excluded to the maximum extent permitted by law. In no event shall either party be liable to the other for loss of goodwill, loss of profits, loss of use, loss of data, interruption of business, cost of removal and reinstallation of goods or for any indirect, special, incidental or consequential damages or other economic loss whether such damages or losses are alleged to have been caused by tortious conduct or breach of contract or otherwise even if the other party has been advised of the possibility of such damages. To the fullest extent permitted by applicable law, neither party will be liable to the other for any special, indirect, incidental or consequential damages, loss of contracts, loss of goodwill, loss of expectation, loss of chance, loss of profits or the opportunity to make profit, loss of revenue, lost business, lost data arising out of or in connection with this Agreement even if a party had been advised of (or knows or should know of) the possibility of such damage. Neither Party can exclude liability in respect of death or injury caused by negligence. The Parties agree that the exclusions of and limitations on liability set out in this Agreement are fair and reasonable.
Use of Guest Data – Data Protection
The host will, on first demand, inform Axiago about its direct and indirect shareholders and/or the entities (ultimately) controlling the exploration. The host will notify Axiago immediately if it is or becomes directly or indirectly government-owned. Regardless of ownership, Axiago reserves the right to terminate this Agreement with immediate effect upon a change of control of the host.
Term and Termination
This Agreement shall be valid for one (1) year from the date of signing by the last signatory and shall be renewed automatically at the end of each period unless terminated by either party. This Agreement may be terminated at any time by either party for convenience by giving thirty (30) days prior written notice to the other, without the need to give a reason. Any existing reservations from Axiago at the time of termination shall be honoured by the host, and all provisions herein with respect to these reservations shall survive the termination of this Agreement. In case of a material breach of Agreement by either party, the other party may terminate this Agreement with immediate effect, subject to a prior notice.
- ENTIRE AGREEMENT: This Agreement (these Partner Terms and the XPA, plus annexes or addenda, if any) is the only and whole Agreement between you and us relating to the Service and supersedes and replaces any prior written or oral agreements, representations or understandings between them. This clause is without prejudice to the provisions relating to changes or the parties’ rights to conclude addenda or amendments to this Agreement.
- SEVERABILITY: In case any provision of this Agreement becomes invalid or unenforceable, the parties shall remain bound by the remainder of the Agreement and replace the invalid or unenforceable provisions with new provisions having a similar effect to the maximum extent possible.
- WAIVER: Neither failure nor delay by a party to enforce at any time any one or more of the terms or conditions of this Agreement shall operate as a waiver thereof, or of the right to subsequently enforce all terms and conditions of this Agreement.
- ASSIGNMENT: We may, at our discretion, assign this Agreement or the delivery of the Service or parts of it to associated and affiliated companies or third parties, including but not limited to (sub-)agents, provided such assignee undertakes to be bound by the terms of this Agreement in our place.
- FORCE MAJEURE: Neither party shall be liable for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to natural disasters, extreme weather conditions, government actions or restrictions, travel warnings, coup d’état, martial law, state of emergency, wars, terrorism, insurrections, pandemics, epidemics, nuclear incidents, EMP and/or any other cause beyond the control of the party whose performance is affected (“Force Majeure”); provided, however, that adverse economic conditions or general financial or operational constraints are not deemed to be a Force Majeure event. If either party is affected by a Force Majeure event, it shall forthwith notify the other party of the nature and extent thereof.
- LEGAL COMPLIANCE: Each party will ensure full compliance with applicable laws and regulations. Each party agrees that it will not engage in bribery or corrupt practices, more in particular not make or offer to make, in connection with this Agreement, any payment, gift or transfer of anything of value: (i) to or for the use or benefit of any government official or government employee (including employees of government-owned entities or corporations); or (ii) to any political party (including its officials or candidates); (iii) to any commercial party, person or entity or (iv) to an intermediary for payment to any of the foregoing, in order to induce the recipient to do or omit to do an act in violation of the lawful duty of such recipient, to obtain or retain business or to secure any improper advantage or to induce the improper performance of a relevant function or activity with regard to any activities on the other party’s behalf as contemplated by this Agreement. Breach of this provision by either party entitles the other party (i) to terminate this Agreement with immediate effect and (ii) to be indemnified against any fine, penalty or claim the other may from time to time suffer as a result of such breach.
- REPRESENTATION & WARRANTY: The host hereby certifies that it has the corporate power and all licenses, permits, registrations, certificates and authorizations necessary to legally carry on its business as it is now being conducted. The exploration also certifies being in full compliance with any applicable health, safety and zoning regulations and having the full and unencumbered right to provide services to guests. The host will promptly notify Axiago or terminate this Agreement in case it is no longer allowed to operate as an accommodation provider for whatever reason. Each party warrants to the other that it has the full right, power, and authority to enter into this Agreement. Each party is liable for payment of its own Taxes or any other obligations in its country of residence and will assess its Tax situation in its country of residence independently. The host will indemnify and hold Axiago harmless for any Tax claim resulting from its failure to remit any Taxes due. At the time of signing of this Agreement, each party is, to the best of its knowledge, not aware of any economic or trade sanctions or equivalent issued by national, foreign or international governmental bodies or authorities applicable to it, the participating, its employees, representatives, owners, shareholders or affiliates, which could affect its capacity to enter into this Agreement. Each party will indemnify and hold the other harmless in case of a breach by it of this provision. Axiago may reasonably request supporting documentation in relation to the representations & warranties by host.
- NO PARTNERSHIP, NO EXCLUSIVITY: This Agreement shall not constitute or imply any partnership, joint venture, employment, fiduciary relationship or other relationship between the parties other than the contractual reservation facilitating relationship expressly provided for in this Agreement. Neither party shall have, nor represent that it has, any authority to make any commitment on the other party’s behalf, without prejudice to what is expressly set out in this Agreement. The parties do not agree to exclusivity. Axiago may work with other suppliers, the host may work with other reservation platforms.
- NO CONTROL: Axiago does not in any way (directly or indirectly, independently or in conjunction with any party) own, manage, operate or control the host, or such participating host, as covered by this Agreement. For clarity, Axiago is also not buying and reselling your exploration, has no direct responsibility for payment of your exploration (without prejudice to its obligation for remitting Net Inclusive Rates pursuant to this Agreement) and is not committing to the purchase of any rooms, and is not taking inventory risk.
- GOOD FAITH: Both parties acknowledge and agree that they want to cooperate in a constructive spirit and will fulfil their obligations under this Agreement in good faith.
- CONFIDENTIALITY: Each party shall keep confidential (a) the terms of this Agreement and (b) any and all confidential information that it may acquire in relation to the business or affairs of the other party. Neither party shall use the other party’s confidential information for any purpose other than pursuant to what is set out in this Agreement. The host acknowledges that the Service and related systems and business strategy contains confidential and highly sensitive material and Axiago acknowledges that the net rates and the exploration’s marketing and pricing strategy contains confidential and highly sensitive material. Each party therefore agree to maintain in strict confidence any such and other business sensitive and confidential information (including, for the avoidance of doubt, the terms of this Agreement) and apply security measures no less stringent than the measures which each party applies to protect its own like information, but not less than a reasonable degree of care, to prevent unauthorized disclosure and use of the confidential information. Disclosure is only allowed with explicit prior permission or as may be required by law, in which case the proposing disclosing party will inform the other immediately to allow the other to take measures to safeguard its confidential information. Each party undertakes to ensure that its respective employees, consultants and professional advisors including but not limited to our respective affiliates, directors and representatives are made aware of the confidential nature thereof and that they owe a duty of confidence to the other party. Axiago can disclose this Agreement in confidence to its related companies. The host will not make public statements or issue press releases in relation to Axiago without Axiago’s prior explicit written approval. The parties will not make public disparaging statements about each other. The provisions of this clause will survive any termination of this Agreement. Axiago is authorized to share this Agreement with its affiliated companies.
- GOVERNING LAW AND JURISDICTION: This Agreement will be governed by and construed in accordance with the laws of Malaysia and the parties submit to the exclusive jurisdiction of the Malaysia courts. Third parties shall have no rights under this Agreement and the Contracts (Rights of Third Parties) Act (2001) (Cap. 53B) shall not apply to this Agreement. Parties will attempt to settle any disputes in an amicable manner by conducting good faith discussions first.
- LANGUAGE: This Agreement is drawn up in the English language. Any translation into another language is for convenience and information purposes only. In case of conflict between the English language version and such translation, the English language version shall prevail. Headings in this Agreement are inserted for convenience only and shall not affect the interpretation or construction of this Agreement.
- COUNTERPARTS - ELECTRONIC SIGNATURE: This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. The parties agree that the preferred method of execution is through electronic signature, either via the Axiago Express Connect tool or via an electronic signature solution selected by Axiago. The parties agree that changes to the Agreement referred to in clause “Changes” above will not require a new signature.