CONTRACTUAL RELATIONSHIP

 

These Terms of Use ("Terms") govern the access or use by you, an individual, from within and outside of Malaysia and its territories and possessions of applications, websites, content, products, and services (the "Services") made available within or outside of Malaysia by Simplify Networks Sdn. Bhd. and its subsidiaries and affiliates (collectively, "Simplify"). PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE SERVICES AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE OF DISPUTES, AND OBLIGATIONS TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS. In these Terms, the words "including" and "include" mean "including, but not limited to."

 

In particular, Internet Service Providers should understand how the laws work in their respective countries or states. Some countries or states have laws that restrict their ability to sell or resell Internet data services for short periods. Penalties may include fines or other enforcement. Internet Service Providers should review local laws before listing an Internet data service or hotspot on Simplify.

 

Your access and use of the Services constitutes your agreement to be bound by these Terms, which establishes a contractual relationship between you and Simplify. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede prior agreements or arrangements with you. Simplify may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.

 

Supplemental terms may apply to certain Services, such as policies for a particular event, activity or promotion, and such supplemental terms will be disclosed to you in region-specific disclosures (e.g., a particular city webpage on simplify.nextwave.my) or in connection with the applicable Service(s). Supplemental terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable Service(s). Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.

 

Simplify may amend the Terms related to the Services from time to time. Amendments will be effective upon Simplify's posting of such updated Terms at this location or the amended policies or supplemental terms on the applicable Service(s). Your continued access or use of the Services after such posting constitutes your consent to be bound by the Terms, as amended.

 

Our collection and use of personal information in connection with the Services is as provided in Simplify's Privacy Policy.

 

 

KEY TERMS

 

Simplify provides an online platform that connects Internet Service Providers who have excess mobile data to clients seeking to use or buy such Internet data (collectively, the "Services"), which Services are accessible at simplify.nextwave.my and any other websites through which Simplify makes the Services available (collectively, the "Site") and as applications for mobile, tablet and other smart devices and application program interfaces (collectively, the "Application").

 

• "Client" means a Member who connects to use an Internet Service Provider’s data services via the Site, Application or Services, or a Member who subscribes to an Internet data service and is not the Internet Service Provider for the associated Listing.

 

• "Collective Content" means Member Content and Simplify Content.

 

• "Connection" means a radio transmission link between an Internet Service Provider’s device and its Client’s device.

 

• "Connection Request Period" means the time period starting from the time when a connection is requested by a Client (as determined by Simplify in its sole discretion), within which an Internet Service Provider may decide whether to confirm or reject that connection request, as stated on the Site, Application or Services. Different Connection Request Periods may apply in different places.

 

• "Content" means text, graphics, images, music, software (excluding the Application), audio, video, information or other materials.

 

• "Internet Service Provider" means a Member who creates, shares and sells an Internet data service via the Site, Application and Services.

 

• "Listing" means an Internet data service that is listed by an Internet Service Provider as available for use and subscription via the Site, Application, and Services.

 

• "Member" means a person who completes Simplify's account registration process, including but not limited to Internet Service Providers and Clients via the Site, Application or Services.

 

• "Member Content" means all Content that a Member posts, uploads, publishes, submits, transmits, or includes in their Listing, Member profile or Airbnb promotional campaign to be made available through the Site, Application or Services.

 

• "Simplify Content" means all Content that Simplify makes available through the Site, Application, Services, or its related promotional campaigns and official social media channels, including any Content licensed from a third party, but excluding Member Content.

 

• "Tax" or "Taxes" mean any sales taxes, value added taxes (VAT), goods and services taxes (GST), tourist taxes, fees (such as setup fees) that Internet Service Providers may be required by law to collect and remit to governmental agencies, and other similar municipal, state, federal and national indirect or other withholding and personal or corporate income taxes.

 

 

THE SERVICES

 

The Services constitute a technology platform that enables users of Simplify's mobile applications or websites provided as part of the Services (each, an "Application") to list, discover and facilitate selling of Internet data services or access to personal hotspot with third party providers of such services, including independent third party mobile data providers and third party communication service providers under agreement with Simplify or certain of Simplify's affiliates ("Third Party Providers"). Unless otherwise agreed by Simplify in a separate written agreement with you, the Services are made available solely for your personal, non-commercial use.

 

YOU ACKNOWLEDGE THAT SIMPLIFY DOES NOT PROVIDE TELECOMMUNICATIONS OR MOBILE DATA SERVICES OR FUNCTION AS A MOBILE WIRELESS CARRIER.

 

License.

Subject to your compliance with these Terms, Simplify grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) access and use the Applications on your personal device solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal, non-commercial use. Any rights not expressly granted herein are reserved by Simplify and Simplify's licensors.

 

Restrictions.

You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by Simplify; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.

 

Provision of the Services.

You acknowledge that portions of the Services may be made available under Simplify's various brands or request options associated with transportation or logistics, including the connection request brands currently referred to as "Simplify”. You also acknowledge that the Services may be made available under such brands or request options by or in connection with: (i) certain of Simplify's subsidiaries and affiliates; or (ii) independent Third Party Providers, including Communication Service Provider Company subscribers, Mobile Data subscribers or users of similar data services.

 

Third Party Services and Content.

The Services may be made available or accessed in connection with third party services and content (including advertising) that Simplify does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third party services and content. Simplify does not endorse such third party services and content and in no event shall Simplify be responsible or liable for any products or services of such third party providers. Additionally, Google, Inc. will be a third-party beneficiary to this contract if you access the Services using Applications developed for Android-powered mobile devices. Such third party beneficiary is not party to this contract and are not responsible for the provision or support of the Services in any manner. Your access to the Services using these devices is subject to terms set forth in the applicable third party beneficiary's terms of service.

 

Ownership.

The Services and all rights therein are and shall remain Simplify's property or the property of Simplify's licensors. Neither these Terms nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner Simplify's company names, logos, product and service names, trademarks or services marks or those of Simplify's licensors.

 

THE USE OF SERVICES

 

User Accounts.

In order to use most aspects of the Services, you must register for and maintain an active personal user Services account ("Account"). You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account. Account registration requires you to submit to Simplify certain personal information, such as your name, email, mobile phone number, age and location, as well as at least one valid payment method (either a credit card or accepted payment partner). You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access and use the Services or Simplify's termination of this Agreement with you. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by Simplify in writing, you may only possess one Account.

 

User Requirements and Conduct.

The Service is not available for use by persons under the age of 18. You may not authorize third parties to use your Account, and you may not allow persons under the age of 18 to receive Internet data services from Third Party Providers unless they are accompanied by you. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when using the Services, and you may only use the Services for lawful purposes (e.g., no hacking or cyber-terrorism). You will not in your use of the Services cause nuisance, annoyance, inconvenience, or property damage, whether to the Third Party Provider or any other party. In certain instances you may be asked to provide proof of identity to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity.

 

Text Messaging.

By creating an Account, you agree that the Services may send you informational text messages as part of the normal business operation of your use of the Services. You may opt-out of receiving text messages from Simplify at any time by logging off from your account. You acknowledge that opting out of receiving text messages may impact your use of the Services.

 

Promotional Codes.

Simplify may, in Simplify's sole discretion, create promotional codes that may be redeemed for Account credit, or other features or benefits related to the Services and/or a Third Party Provider's services, subject to any additional terms that Simplify establishes on a per promotional code basis ("Promo Codes"). You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by Simplify; (iii) may be disabled by Simplify at any time for any reason without liability to Simplify; (iv) may only be used pursuant to the specific terms that Simplify establishes for such Promo Code; (v) are not valid for cash; and (vi) may expire prior to your use. Simplify reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other user in the event that Simplify determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or these Terms.

 

User Provided Content.

Simplify may, in Simplify's sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to Simplify through the Services textual, audio, and/or visual content and information, including commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions ("User Content"). Any User Content provided by you remains your property. However, by providing User Content to Simplify, you grant Simplify a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and Simplify's business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.

 

You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant Simplify the license to the User Content as set forth above; and (ii) neither the User Content nor your submission, uploading, publishing or otherwise making available of such User Content nor Simplify's use of the User Content as permitted herein will infringe, misappropriate or violate a third party's intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Simplify in its sole discretion, whether or not such material may be protected by law. Simplify may, but shall not be obligated to, review, monitor, or remove User Content, at Simplify's sole discretion and at any time and for any reason, without notice to you.

 

Network Access and Devices.

You are responsible for obtaining the data network access necessary to use the Services. Your mobile network's data and messaging rates and fees may apply if you access or use the Services from a wireless-enabled device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. Simplify does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

 

 

PAYMENT

 

You understand that use of the Services may result in charges to you for the services or goods you receive from a Third Party Provider ("Charges"). After you have received services or goods obtained through your use of the Service, Simplify will facilitate your payment of the applicable Charges on behalf of the Third Party Provider, as such Third Party Provider's limited payment collection agent. Payment of the Charges in such manner shall be considered the same as payment made directly by you to the Third Party Provider. Charges will be inclusive of applicable taxes where required by law. Charges paid by you are final and non-refundable, unless otherwise determined by Simplify. You retain the right to request lower Charges from a Third Party Provider for services or goods received by you from such Third Party Provider at the time you receive such services or goods. Simplify will respond accordingly to any request from a Third Party Provider to modify the Charges for a particular service or good.

 

All Charges are due immediately and payment will be facilitated by Simplify using the preferred payment method designated in your Account, after which Simplify will send you a receipt by email. If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that Simplify may, as the Third Party Provider's limited payment collection agent, use a secondary payment method in your Account, if available.

 

As between you and Simplify, Simplify reserves the right to establish, remove and/or revise Charges for any or all services or goods obtained through the use of the Services at any time in Simplify's sole discretion. Further, you acknowledge and agree that Charges applicable in certain geographical areas may increase substantially during times of high demand. Simplify will use reasonable efforts to inform you of Charges that may apply, provided that you will be responsible for Charges incurred under your Account regardless of your awareness of such Charges or the amounts thereof. Simplify may from time to time provide certain users with promotional offers and discounts that may result in different amounts charged for the same or similar services or goods obtained through the use of the Services, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Services or the Charges applied to you. You may elect to cancel your request for services or goods from a Third Party Provider at any time prior to connecting to Third Party Provider's Internet data service, in which case you may be charged a cancellation fee.

 

This payment structure is intended to fully compensate the Third Party Provider for the services or goods provided. Except with respect to Internet access services requested through the Application, Simplify does not designate any portion of your payment as a tip or gratuity to the Third Party Provider. Any representation by Simplify (on Simplify's website, in the Application, or in Simplify's marketing materials) to the effect that tipping is "voluntary," "not required," and/or "included" in the payments you make for services or goods provided is not intended to suggest that Simplify provides any additional amounts, beyond those described above, to the Third Party Provider. You understand and agree that, while you are free to provide additional payment as a gratuity to any Third Party Provider who provides you with services or goods obtained through the Service, you are under no obligation to do so. Gratuities are voluntary. After you have received services or goods obtained through the Service, you will have the opportunity to rate your experience and leave additional feedback about your Third Party Provider.

 

Repair or Maintenance Fees.

You shall be responsible for the cost of repair for damage to, or necessary maintenance of, Third Party Provider mobile devices and property resulting from use of the Services under your Account in excess of normal "wear and tear" damages and necessary cleaning ("Repair or Maintenance"). In the event that a Third Party Provider reports the need for Repair or Maintenance, and such Repair or Maintenance request is verified by Simplify in Simplify's reasonable discretion, Simplify reserves the right to facilitate payment for the reasonable cost of such Repair or Maintenance on behalf of the Third Party Provider using your payment method designated in your Account. Such amounts will be transferred by Simplify to the applicable Third Party Provider and are non-refundable.

 

 

DISCLAIMER

 

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." SIMPLIFY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, SIMPLIFY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SIMPLIFY DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

 

 

LIMITATION OF LIABILITY

 

SIMPLIFY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, EVEN IF SIMPLIFY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SIMPLIFY SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER, EVEN IF SIMPLIFY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SIMPLIFY SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND SIMPLIFY'S REASONABLE CONTROL. YOU ACKNOWLEDGE THAT THIRD PARTY INTERNET SERVICE PROVIDERS PROVIDING INTERNET OR MOBILE DATA SERVICES REQUESTED THROUGH SOME REQUEST BRANDS MAY OFFER PEER-TO-PEER DATA SHARING SERVICES AND MAY NOT BE PROFESSIONALLY LICENSED OR PERMITTED. IN NO EVENT SHALL SIMPLIFY'S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE SERVICES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED FIVE HUNDRED MALAYSIAN RINGGIT (MYR 500).

 

SIMPLIFY'S SERVICES MAY BE USED BY YOU TO SHARE AND CONNECT TO INTERNET DATA SERVICES WITH THIRD PARTY INTERNET SERVICE PROVIDERS, BUT YOU AGREE THAT SIMPLIFY HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY INTERNET OR TELECOMMUNICATIONS SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.

 

THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

 

 

INDEMNITY

 

You agree to indemnify and hold Simplify and its officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys' fees), arising out of or in connection with: (i) your use of the Services or services or goods obtained through your use of the Services; (ii) your breach or violation of any of these Terms; (iii) Simplify's use of your User Content; or (iv) your violation of the rights of any third party, including Third Party Providers.

 

 

GOVERNING LAW AND DISPUTE RESOLUTION

 

These Terms are governed by and construed in accordance with the laws of Malaysia and any dispute or claims thereof shall be subject to the exclusive jurisdiction of the courts of Malaysia.

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OTHER PROVISIONS

 

Choice of Law.

These Terms are governed by and construed in accordance with the laws of Malaysia, without giving effect to any conflict of law principles, except as may be otherwise provided in supplemental terms applicable to your region.

 

Claims of Copyright Infringement.

Claims of copyright infringement should be sent to Simplify's designated agent. Please visit Simplify's web page at simplify.network for the designated address and additional information.

 

Notice.

Simplify may give notice by means of a general notice on the Services, electronic mail to your email address in your Account, or by written communication sent by registered post to your address in your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by registered post) or 12 hours after sending (if sent by email). You may give notice to Simplify, with such notice deemed given when received by Simplify, at any time by first registered post to Simplify Networks Sdn. Bhd., Attn: User Notices - Legal, E-2-22, IOI Boulevard, Jalan Kenari 5, 47170 Bandar Puchong Jaya, Selangor, MALAYSIA.

 

General.

You may not assign these Terms without Simplify's prior written approval. Simplify may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of Simplify's equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, Simplify or any Third Party Provider as a result of this Agreement or use of the Services. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. Simplify's failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Simplify in writing.

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