Terms for User

1. GENERAL
   
   
   • AMB CONNECT SDN. BHD. (REGISTRATION NO. 202201042696 (1488393-H)) hereinafter “AMB Connect”, “we”, “us”, or “our” is the owner and operator of the equity crowdfunding platform known as “AMB Connect”, accessible via the website with the domain name www.ambconnect.com (“Platform”), which allows an Issuer (as defined hereinafter) to raise capital from the Investors (as defined hereinafter) by offering its shares or equity for sale and subscription in accordance with this Terms For User, along with any other terms and conditions, and the Privacy Policy posted on the Platform from time to time (collectively referred to as the “Terms”).
   • Before accessing to or using the Platform, every User (as defined hereinafter) shall carefully read and accept all Terms and consent to the processing of their personal data as described in the Privacy Policy available on the Platform at [●]. By assessing to the Platform, User shall be considered to have expressed their acceptance of all Terms.
   • We reserve the right to update and amend the Terms at any time at its sole discretion, with the amended Terms becoming effective immediately upon upload to the Platform, and User shall be responsible for regularly reviewing the updated Terms. By continuing to use the Platform, User shall be considered to have expressed their acceptance of any and all amendments made to the Terms.
   • In addition to the Terms, Users may enter into additional agreements with AMB Connect or other parties that will regulate their use of the Platform. In the event of any conflict between the Terms and another agreement that Users have entered into concerning specific aspects of the services provided on the Platform, such additional agreement shall take precedence over the subject matter to which it applies to the extent of the conflict.


2. DEFINITION AND INTERPRETATION
   
   
   • Definition
     
     In this Terms For User, the following expressions shall have the following respective meanings:
     
     “Applicable Laws” means with respect to any person, any and all applicable constitutions, treaties, statutes, laws, by-laws, regulations, ordinances, codes, rules, rulings, judgments, rules of common law, orders, decrees, awards, injunctions or any form of decisions, determinations or requirements of or made or issued by, governmental, statutory, regulatory, administrative, supervisory or judicial authorities or bodies (including without limitation, any relevant stock exchange or securities council) or any court, arbitrator or tribunal with competent jurisdiction and to which such person is subject;
     
     “Business Day” means a day on which banks are open for business in Kuala Lumpur (other than a Saturday or Sunday or gazetted public holidays);
     
     “Campaign” means the offer of the share capital of an Issuer on the Platform for subscription by Investors;
     
     “Confidential Information” means all financial, business and technical or other data and all other confidential information (whether written, oral or in electronic form or on magnetic or other media) concerning the business of a disclosing party that a receiving party receives or accesses as a result of any discussions or dealings under the Terms;
     
     “Guidelines” means the Guidelines on Recognised Markets issued by the SC, as may be amended from time to time, and include such other guidelines, orders, directives, by-laws, regulations and policies as may be issued from time to time by the relevant authorities in respect of equity crowdfunding in Malaysia;
     
     “Force Majeure” means any cause beyond AMB Connect's reasonable control affecting the performance by the affected party of its obligations hereunder including, but not limited to, acts of God, riots or civil disorder, war or military operations, national or local emergency, acts or omissions of government, industrial disputes of any kind (not involving the affected party's own employees), fire, flood, lightning, explosion, subsidence, inclement weather, epidemic, pandemic, outbreak of disease and acts or omissions of persons or bodies beyond the reasonable control of AMB Connect;
     
     “Investor” means any person who invests in any Campaign on the Platform and the term “Investors” shall be construed accordingly;
     
     “Issuer” means an entity who approved by AMB Connect to host on the Platform to offer its shares for subscription by Investors and the term “Issuers” shall be construed accordingly;
     
     “Issuer Agreement” in respect of a particular Campaign, means an issuer agreement to be executed between AMB Connect, the Issuer and the Existing Shareholders (if applicable), in such form and substance prescribed by AMB Connect;
     
     “SC” means the Securities Commission Malaysia;
     
     “Shariah Principles” means the applicable Shariah rulings, principles and concepts endorsed by the Shariah Advisory Council of SC from time to time, including but not limited to the Shariah Screening Assessment Toolkit for Unlisted Micro, Small and Medium Enterprise introduced by the SC;
     
     “User” means any person browsing, accessing, using and/or viewing the Platform, whether active, semi-active or inactive user, and including both Issuers and Investors, and the term “Users” shall be construed accordingly.
   
   
   • Interpretation
     
     In this Terms For User, unless there is something in the subject or context inconsistent with such construction or unless it is otherwise expressly provided: -
     
     
     1. any reference to “the Terms” is a reference to the Terms and any written amendments, modification or supplemental of the Terms from time to time, and includes a reference to any document which amends, modifies or is supplemental to the provisions of the Terms ;
     2. any reference to “this Terms For User” is a reference to In this Terms For User and any written amendments, modification or supplemental of In this Terms For User from time to time, and includes a reference to any document which amends, modifies or is supplemental to the provisions of In this Terms For User;
     3. any reference to “writing”, or cognate expressions, includes any communication effected via the Platform, electronic mail, telex, cable, facsimile transmission or other comparable means but shall not include short messaging services, instant messaging services or internet chat;
     4. headings and underlining are for convenience only and shall not be deemed to affect the interpretation of the Terms ;
     5. words importing the singular include the plural and vice versa and words importing a gender include any gender;
     6. any part of speech or grammatical form of a word or phrase defined in the Terms has a corresponding meaning;
     7. any reference to “person” includes individual, partnership, company or corporation;
     8. the expression “AMB Connect”, “Issuer”, “Investor” and “User” shall, where the context permits, include their respective successors, personal representatives and permitted assigns;
     9. a reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended, extended or re-enacted and shall include all by-laws, instruments, orders, rules and regulations made thereunder;
     10. any reference to a date or time is a reference to that date or time in Malaysia;
     11. any reference to “pay” or cognate expressions, includes payments made by way of cheques upon clearance (draw on a bank licensed to carry on banking business under the Applicable Laws) or effected through inter-bank transfers to the account of payee, giving the payee access to immediate available, freely transferable, cleared funds;
     12. all transactions and payments must be completed and cleared or received during the normal business hours of AMB Connect, as may be amended from time to time. If a transaction is not confirmed by the close of business hours on a Business Day, such transaction will be confirmed and deemed to have become final and binding at the opening of business hours on the following Business Day; and
     13. no rule of construction shall apply to the detriment of a party by reason of that party having control and/or was responsible for the preparation of the Terms or any part thereof.


3. ELIGIBILITY
   
   
   • You shall only be eligible to register on, access, or use the Platform if:
     
     
     1. in the case of the individual User, you have attained at least eighteen (18) years of age and are of sound mind; and
     2. in the case of the corporate User, you are a legal entity that duly incorporated in accordance with the laws of the place of incorporation, and have full power, authority and legal right to access and use the Platform.
   • By accessing to the Platform, you hereby represent and warrant that you have met the eligibility set out in Clause 3.1 and you further agree to abide by all Terms.


4. TERMS OF BUSINESS
   
   
   • In respect of Issuers, the term of business shall be a period as may be mutually agreed upon in the Issuer Agreement.
   • In respect of Investors, the terms of business shall be commenced from the date of registration of a user account on the Platform until such account is suspended or terminated in accordance with the Terms.


5. ACCOUNT AND SECURITY
   
   
   • You are required to create an account on the Platform in order to gain access to the use of any services, information and functions at the Platform that we may establish and maintain from time to time and in our sole discretion.
   • Your permission to access to or use the Platform is conditional upon your agreement that they will comply with the Terms, including to provide accurate information when creating an account and registering with AMB Connect. We shall have the absolute discretion to reject, approve, suspend or terminate the creation of an account with AMB Connect and/or the User's usage of the Platform.
   • You are solely responsible for any activity that occurs on your account, and you must keep your account password secure. We are not responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with, your failure to comply with this section.
   • You must notify us immediately of any breach of security or unauthorized use of your account. We shall not be liable for any losses caused by any unauthorized use of your account.


6. LIMITATION OF SERVICE
   
   
   • Our services on the Platform are in accordance with the Guidelines, Applicable Laws and Shariah Principles. AMB Connect does not act as a registered broker, venture capital fund, or investment advisor and does not engage in or conduct any activity that would require such registration.
   • Save and except for the advice on the technical use of the Platform, we do not provide any advice, including but not limited to investment, legal, taxation or other advice, with regard to any aspect of the transactions carried out through the Platform. Any information on the Platform or in communications to User shall not be constituted an advice.
   • The investment overviews on the Platform provide brief descriptions of the goals and primary business terms of Campaign. These overviews are intended for informational purposes only and do not purport to be comprehensive. Each overview is subject to qualification in its entirety by more detailed information that can be found in the definitive documents or agreements (“Definitive Documents”) related to each Campaign.
   • AMB Connect allows Issuers to list and carry out Campaign on the Platform, but we do not guarantee and makes no representations or warranties on the creditworthiness of the Issuers and the viability of any Campaign. In addition, AMB Connect does not provide representation and warranty as to the truthfulness, accuracy and completeness of all information and documents about the Issuers, Campaign or Definitive Documents. In this connection, Users are encouraged to consult with their own professional tax, legal and financial advisors before making any investment on the Platform.


7. PROHIBITED ACTIVITIES
   
   
   • By accessing to the Platform, you agree to refrain from accessing or using the Platform for the following activities (collectively referred to as “Prohibited Activities”): -
     
     
     1. breach any of the Terms, policies or any other agreements entered with us;
     2. use the Platform for any illegal or unauthorized purpose;
     3. violate any law, statute and/or regulation of any applicable jurisdiction, including but not limited to the regulations of the SC;
     4. conduct fraudulent, criminal or unlawful acts on the Platform;
     5. share or disclose with anyone any information or documents that are of confidential nature obtained through the Platform;
     6. impersonate any other person or body or misrepresent a relationship with any person or body;
     7. contact any Issuers or Investors or other parties involved in the transactions posted on the Platform directly or to attempt to enter into any such transaction with such persons or entities outside of the Platform;
     8. infringe or breach any patent, trademark, copyright, trade secret or other intellectual or proprietary right of the Platform;
     9. upload, post, publish email, transmit or otherwise make available through the Platform any false, inaccurate, inappropriate, misleading, defamatory, discriminatory, infringing, obscene, offensive, unlawful, threatening or harassing contents, comments or materials;
     10. upload, post, publish email, transmit or otherwise make available through the Platform any materials that promote pyramid schemes, chain letters or disruptive commercial messages or advertisements, or anything else prohibited by law or the Terms;
     11. upload, post, publish email, transmit or otherwise make available through the Platform any content that infringes any patent, trademark, copyright, trade secret or other intellectual or proprietary right of any person, unless the User is the owner of such rights or have the permission of the owner to post such content;
     12. make available with any third party of the content that falsely expresses or implies that such content is related to or sponsored or endorsed by AMB Connect, any of its affiliates or any third parties;
     13. make available with any third party for any information obtained from the Platform;
     14. use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Platform;
     15. attempt to gain unauthorized access to any portion or feature of the Platform; and
     16. transmit any viruses, worms, defects, trojan horses, malware, worms or any items of a contaminating or destructive nature to or through the Platform.
   • We reserve the right to terminate or suspense your account and remove any content or information that you have posted on the Platform and/or prohibit you from using or accessing the Platform if we have reasonable ground to believe that you have committed any breach or suspected to commit breach from any of the above Prohibited Activates.


8. PLATFORM CONTENT
   
   
   • You are allowed to submit, upload, and post content, including but not limited to text, images, video, audio, and other materials or information to the Platform for the purposes of the services available on the Platform (collectively referred to as “Platform Content”). For the avoidance of doubt, we reserve the right to remove any Platform Content made by you on the Platform at our sole and absolute discretion without the need to afford you any reason whatsoever.
   • You are solely responsible for all Platform Content that you have submitted, uploaded, or otherwise posted on the Platform, included with respect to harm to third parties caused thereby.
   • While we do not claim ownership to any Platform Content that you have submitted or authorised us for use on the Platform, you do hereby grant us the perpetual, worldwide, royalty-free, and sublicensable right to use and publish the Platform Content in connection with our provision and promotion of the services and your use of the Platform.
   • You may remove the Platform Content from the Platform at any time. In the event you choose to remove the Platform Content, the right or licence granted above shall continue to exist and shall not expire.
   • Notwithstanding of the generality of the provisions contained herein, we do not represent or warrant that any Platform Content submitted by the User is accurate.


9. CONFIDENTIALITY
   
   
   • By accessing to the Platform, you hereby agree and undertake to preserve and maintain in confidence all Confidential Information received from the Platform.
   • The foregoing obligations shall not apply to any Confidential Information which:
     
     
     1. is or becomes generally available to the public through no action by the receiving party or its representatives in violation of the Terms;
     2. was known to the receiving party or becomes available to the receiving party, on a non-confidential basis, from a source other than the disclosing party which is not known to the receiving party to be prohibited from disclosing such information by a contractual or legal obligation of confidentiality;
     3. is disclosed with the disclosing party's prior written consent;
     4. is independently developed by personnel having no access to the Confidential Information or otherwise independently obtained by the receiving party; and
     5. is required to be disclosed by law, court order, government directive or guidelines or where otherwise so required by any relevant authorities provided that the receiving party promptly notifies the disclosing party in writing of such demand for disclosure so that the disclosing party may seek to make such disclosure subject to a protective order or other appropriate remedy to preserve the confidentiality of the Confidential Information.
   • The rights and obligations under this clause shall survive the expiration or termination of the Terms.


10. INDEMNITY
    
    
    • You agree to defend, indemnify (and keep indemnified) and hold AMB Connect and its affiliates, and their agents, directors, officers, employees, successors and/or assignees, harmless from and against any claims, liabilities, damages, costs, judgments, losses or expenses (including reasonable legal fees on a full indemnity basis), arising out of or in connection with:
      
      
      1. your violation or breach of any terms, conditions, representations and warranties of the Terms or any Applicable Laws, including any local laws or ordinances, whether or not referenced herein; and/or
      2. AMB's enforcement or attempt to enforce the obligations of AMB Connect; other than where any such claim, liabilities, damages, costs, judgments losses or expenses arises solely as a result of AMB Connect's negligence.
    • Notwithstanding anything contained herein, it is agreed that neither party shall be liable to the other party for any loss of profit, goodwill, business opportunity, and anticipated savings or for any indirect, special or consequential loss or damage suffered or flowing from the Terms, even if reasonably contemplated or if such other party has been advised of the possibility of such loss or damage.
    • The rights and obligations under this clause shall survive the expiration or termination of the Terms.


11. LIMITATION OF LIABILITY
    
    
    • In no event shall AMB Connect, its affiliates, directors, trustees, officers, employees, agent or representative be liable for any claim, incidental, indirect, punitive, consequential or similar damages, liabilities or whatsoever, including but not limited to damages for loss of data or exposure of data, information, revenue, goodwill, opportunity, profits or other business or financial benefit, to Users or any third party claim under Users, whether based on contract, tort, breach of statutory duty or otherwise, arising out of or in connection with us or the Terms.
    • In derogation to all other terms and conditions of the Terms, in the event AMB Connect shall be adjudicated to be liable to Users, the aggregate liability of AMB Connect to Users arising out of or in connection with the Terms for any matter whatsoever is limited to such amounts of fee that AMB Connect has received from Users.


12. FORCE MAJEURE
    
    
    • We shall not be liable to you or be deemed to be in breach of any provisions in the Terms or any agreements entered with you by reason of any delay in performing, or any failure to perform our obligations thereunder, if the delay or failure was due to a Force Majeure.
    • In the event of a Force Majeure, our affected obligations hereunder shall be postponed for such period as its performance is suspended or delayed and we shall be granted an extension of time for performance equal to the period of suspension or delay.


13. INTELLECTUAL PROPERTY RIGHTS
    
    You acknowledge and agree that the Platform and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by us, its licensors or other providers of such material and are protected by and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. The material may not be copied, modified, reproduced, downloaded or distributed in any way, in whole or in part, without the express prior written permission of us, unless and except as is expressly provided in the Terms. Any unauthorized use of the material is prohibited.


14. THIRD PARTY LINKS
    
    
    • The Platform may contain links to third-party websites and services for the convenience of the Users. We are not responsible for, nor do we control, the content, products, or services provided by any linked third party websites. We do not endorse or guarantee the products, information, services, or recommendations provided by linked websites and are not liable for any failure of products or services advertised on those websites.
    • By visiting these third party websites, Users are subject to the terms posted by those third party websites, including any privacy policy. Users' access, use and reliance upon such content, products or services are at their own risk.


15. COOKIES
    
    We use “cookies” to identify the areas of our Platform that you have visited. A cookie is a small piece of data stored on your computer or mobile device by your web browser. We use Cookies to enhance the performance and functionality of our services but are non-essential to their use. However, without these cookies, certain functionality like videos may become unavailable or you would be required to enter your login details every time you visit our Platform as we would not be able to remember that you had logged in previously. Most web browsers can be set to disable the use of Cookies. However, if you disable Cookies, you may not be able to access functionality on our Platform correctly or at all. Like many web site operators, we also use the independent companies to measure and analyse the internet usage across the Platform. This aggregate, non-personal data is collected by such independent companies provided to us to assist in analysing the usage of the Platform. We also collect Internet Protocol (IP) addresses. IP addresses are assigned to computers on the internet to uniquely identify them within the global network. We collect and manage IP addresses as part of the service of providing internet session management and for security purposes.


16. UPDATES TO OUR PLATFORM
    
    
    • We may from time to time provide enhancements or improvements to the features/ functionality of the Platform, which may include patches, bug fixes, updates, upgrades and other modifications (“Updates”). Updates may modify or delete certain features and/or functionalities of the Platform.
    • You agree that we have no obligation to (a) provide any Updates, or (b) continue to provide or enable any particular features and/or functionalities of the Platform to you. You further agree that all Updates will be deemed to constitute an integral part of the Platform, and subject to the Terms.


17. NOTICES
    
    
    • All notices, demands or other communications required or permitted to be given or made hereunder shall be in writing and may be delivered personally or sent by A.R. registered post (by air-mail if to or from an overseas address) with recorded delivery, or by electronic mail addressed to the intended recipient thereof at its address or at its electronic mail address set out in the Terms (or such other address or electronic mail address as a party to the Terms may from time to time duly notify the others in writing).
    • Any such notice, demand or communication shall be deemed to have been duly served (if delivered personally or given or made by electronic mail) immediately or (if given or made by letter) forty-eight (48) hours after posting and in proving the same it shall be sufficient to show that personal delivery was made or that the envelope containing the same was duly addressed, stamped and posted or that the electronic mail transmission was properly addressed and dispatched. The addresses and electronic mail address of the Parties for the purpose of the Terms are as stipulated in the Terms or at such other address or electronic mail address as the Party to be served may have notified to the other Party (in accordance with the provisions of this Clause) for the purposes of the Terms. Any notice given on a day which is not a Business Day is treated as given on the following Business Day.


18. COMPLAINTS
    
    
    • In the event User has any complaints with respect to any aspect of the Platform, User may report it to AMB Connect at the contact details provided in Clause 22. We reserve the right at its discretion to carry any investigation in accordance with our internal policies and procedures.
    • User shall provide any information or documents upon receipt of our request in order to assist us in respect of its investigation in Clause 18.1.
    • Alternatively, User may direct the complaints to the Consumer and Investor Office of the SC: -
      
      

      Email	[email protected]
      Address	Securities Commission Malaysia, No 3, Persiaran Bukit Kiara Bukit Kiara, 50490 Kuala Lumpur
      Tel	(603) 6204 8999
      Fax	(603) 6204 8991
      Attention to	Consumer & Investor Office



19. DISPUTE RESOLUTION
    
    
    • User shall endeavour to settle by amicable agreement any disputes and/or complaints arising from the Platform or any matter of whatsoever nature arising thereunder between them regarding the Terms.
    • In the event of a dispute and/or complaint arising regarding the terms and policies implemented on the platform, User may address the same to AMB Connect by hand, A.R. registered post or electronic mail at the contact details provided in Clause 22, whereupon the parties shall to resolve any dispute through informal negotiation within thirty (30) days therefrom.
    • Subject to Clause 19.1 above, should the parties fail to reach an amicable arrangement after thirty (30) days, such dispute shall be resolved by arbitration before a single arbitrator in accordance with the rules of Asian International Arbitration Centre in Kuala Lumpur (AIAC) in force at the time of the commencement of the arbitration. The seat of arbitration shall be Kuala Lumpur and the arbitration shall apply substantive law of Malaysia. The arbitral proceedings shall be conducted in English language.


20. SUSPENSION
    
    
    • Notwithstanding anything to the contrary contained herein, we reserve the right to suspend User's access to the Platform in the following circumstances:
      
      
      1. the results of the due diligence conducted on User are unsatisfactory;
      2. User's account has been inactive for a consecutive period of twelve (12) months;
      3. User's account, in our opinion, is used for illegal, fraudulent or unauthorised uses, or for any other reason which we deem to be reasonable;
      4. User has registered having multiple User accounts on the Platform or allowed unauthorised persons to access and use its account;
      5. User has submitted false information or documents during registration;
      6. User has failed to provide any additional information or documents as we request from time to time;
      7. User has violated or may have violated any terms or policies provided by us from time to time on the platform;
      8. User has engaged in any conduct prejudicial to AMB Connect or in our opinion, the User's act is prejudicial to AMB Connect's interest;
      9. User is in breach of any acts, statutes, laws, by-laws, rules, regulations, guidelines and/or policies imposed by any authority, regulatory body or government agency;
      10. User's name is listed under any regulatory watchlist (including but not limited to listing related to terrorism and terrorism financing) under the Applicable Laws governing anti-money laundering, anti-terrorism financing and/ or corruption;
      11. User fails to meet the minimum financial capability requirements as required under the Applicable Laws, Guidelines and Shariah Principles; or
      12. it is needed to comply with Applicable Laws, Shariah Principles or otherwise required or requested by a court order or governmental authority.


21. MISCELLANEOUS
    
    
    • Entire Agreement. The Terms constitutes the entire agreement between the parties concerning its subject matter.
    • Severability. If at any time any provision of the Terms is or becomes illegal, invalid or unenforceable in any respect, the legality, validity and enforceability of the remaining provisions of the Terms shall not be affected or impaired thereby.
    • No Assignment. The Terms will inure to the benefit of AMB Connect, its successors and assigns and may be transferred by AMB Connect to any party without the User's prior approval upon notice to User. The Terms are personal to Users and it shall not, without the prior written consent in writing of ABM, assign, novate or otherwise deal with the whole or any part of the Terms or its rights or obligations hereunder.
    • No Waiver. A delay or failure of any party to exercise any right or remedy pursuant to the Terms will not operate as a waiver or the right or remedy and a waiver of any particular breach will not be a waiver of any other breach. All rights and remedies under the Terms are cumulative and the exercise of one right or remedy will not limit the exercise of any other right or remedy.
    • No Partnership. The Terms shall not be construed so as to create a partnership or joint venture between you and us. Nothing in the Terms shall be construed so as to constitute AMB Connect and the Users as agents of one another.
    • Governing Law. The Terms are governed by and construed in accordance with the laws of Malaysia.


22. CONTACT
    
    We may be contacted at the following contact details: -
    
    

    Email	[email protected]
    Tel	(603) 3385 4490
    Address	3B-8-3, Level 8, Block 3B, Plaza Sentral, Jalan Stesen Sentral 5 50470 Kuala Lumpur