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TERMS AND CONDITIONS FOR

SOFAX REWARDS PROGRAMME FOR STAKEHOLDER

These terms and conditions govern the Stakeholder’s participation in the SofaX

Rewards Programme operated by SofaX and the usage of its Services. This

agreement constitutes a binding contract between the Stakeholder and SofaX

(each a “Party”; collectively, “Parties”). By participating in the SofaX Rewards

Programme and using the Services, you, as a Stakeholder, expressly agree to be

bound by the following terms and conditions, including any appendices,

annexures, schedules and addendum hereto, and the terms of service for the

Business-to-Business Platform published on the SofaX Platform (collectively, the

“Agreement”).

SofaX reserves the right, at its sole discretion, to amend, modify or revise this

Agreement at any time and without prior notice. In the event of any such

amendment, modification or revision, SofaX will make reasonable efforts to notify

the Stakeholder of such changes, including by email or instant message. Your

continued participation in the SofaX Rewards Programme and usage of the

Services shall indicate your acceptance of any such amendments, modifications or

revisions .

1. DEFINITIONS AND INTERPRETATIONS

1.1. The following terms shall have the meanings set out below:

(a) Advertising Materials means stickers, banners, flyers, leaflets,

pamphlets, brochures or any other content, materials or media,

whether physical or electronic, relating to or in connection with SofaX

and/or the SofaX Rewards Programme, provided by SofaX to the

Stakeholder for the performance of this Agreement;

(b) Business Day means any calendar day, excluding Saturday, Sunday

or any public holiday in Kuala Lumpur, Malaysia;

Stakeholder using the services on the SofaX Platform;

(d) Customer Charges means the sale price of the Products purchased

by the Customer plus all other taxes, duties, costs, charges and

expenses in respect of the Products that are to be charged to the

Customer;

(e) Commission means the commission fee charged by SofaX to the

Stakeholder based on the commission rate as set out in Annexure 1 of

the Agreement;

(f) Deduction means Commission, refunds, taxes, any amounts

reasonably required to cover potential or expected refunds and any

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other charges or amounts due to SofaX under this Agreement or

otherwise;

(g) Net Customer Charges means Customer Charges less the Points

utilised in a Qualifying Transaction;

(h) Points means SofaX Points, Property Points and/or SofaX Rewards, as

the case may be;

(i) Products means any products or services that are offered for sale by

the Stakeholder;

(j) Property Points or PP means SofaX Points purchased by property

developers and awarded to Customers through the SofaX Platform;

(k) Qualifying Transaction means a sale transaction in which Points are

utilised;

(l) SofaX Rewards Programme means the loyalty programme operated

by SofaX;

(m) Services means the services in relation to the SofaX Rewards

Programme, including but not limited to the provision of Points to

Customers and enabling Customers to utilise the Points;

(n) Settlement means the amount to be remitted by either the

Stakeholder or SofaX, as the case may be, for each Transaction Period;

(o) Settlement Amount means the amount derived from the difference

between Points utilised in a Qualifying Transaction and Deduction;

(p) SofaX IP means Customers’ personally identifiable information, SofaX

Platform, SofaX’s trade names, logos, trademarks, service marks,

domain names, social media identifiers, all data collected through or

from the SofaX Platform, all audio-visual content, video recordings,

audio recordings, photographs, graphics, artwork, text or any other

content created by SofaX or at SofaX’s direction, or assigned to SofaX,

and any materials, software, technology or tools used or provided by

SofaX to promote, resell or distribute the goods and services and

conduct its business in connection therewith;

(q) SofaX Platform means any applicable platform operated and made

available by SofaX, including but not limited to the SofaX mobile

application, SofaX web application, and SofaX website;

(r) SofaX Points means points that can be used to set-off against the

Customer Charges at a hundred percent (100%) utilisation rate. SofaX

Points are managed and operated by SofaX;

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(s) SofaX Rewards or SR means loyalty points awarded by SofaX to

Customers through the SofaX Platform that can be used as a rebate

or discount by deducting against the Customer Charges;

(t) Stakeholder’s Designated Bank Account means the designated

bank account of the Stakeholder as specified by the Stakeholder

during its registration process with SofaX. For the avoidance of doubt,

if the Stakeholder is a body corporate, the designated bank account

shall be in the name of such entity. If the Stakeholder is an individual,

the designated bank account shall be in the name of such individual;

(u) Stakeholder IP means the Stakeholder’s name, logos, trademarks,

service marks, domain names, as well as any audio-visual content,

video recordings, audio recordings, photographs, graphics, artwork,

text, and other content provided, specified, recommended, directed,

authorised or approved for use by the Stakeholder;

(v) Transaction Period means the period during which a Qualifying

Transaction is completed, and is divided into two periods:

(i) Transaction Period 1 means the first (1

) day of each month to

the fifteenth (15

) day of each month; and

(ii) Transaction Period 2 means the sixteenth (16

) day of each

month to the last day of each month; and

(w) Third Party IP means any third party’s name, logos, trademarks,

service marks, domain names, audio-visual recordings, video

recordings, audio recordings, photographs, graphics, artwork, text,

and other content provided, specified, recommended, directed,

authorized, or approved for use by the Stakeholder.

2. SOFAX REWARDS PROGRAMME

2.1. Subject to the terms and conditions of this Agreement, SofaX agrees to

grant the Stakeholder the right to participate in the SofaX Rewards

Programme and provide the Stakeholder with the Services. The

Stakeholder agrees to pay SofaX the Commission as set out in Annexure 1.

2.2. For the purpose of this Agreement, all Points, including SofaX Rewards,

SofaX Points and Property Points, are issued as a part of the SofaX Rewards

Programme.

3. SOFAX’S RIGHTS AND OBLIGATIONS

3.1. SofaX may make available Advertising Materials to be prominently placed

or displayed at the Stakeholder’s premise. Any typographical, clerical or

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other error or omission in the Advertising Media shall be subject to

correction without any liability for SofaX.

3.2. SofaX merely acts as an issuer of the Points and operator of the SofaX

Rewards Programme and shall not be responsible for any transaction or

contract entered between the Stakeholder and Customer.

3.3. SofaX reserves the continuing right to:

(a) request the removal of any Advertising Materials placed or displayed

by the Stakeholder under this Agreement;

(b) vary, modify or amend the SofaX Rewards Programme, including but

not limited to its framework and terms and conditions;

framework, formula, and terms and conditions; and

(d) suspend or terminate the SofaX Rewards Programme or any Points

thereof;

at any time and for any reasons at its sole and absolute discretion without

any compensation to the Stakeholder.

4. STAKEHOLDER’S RIGHTS AND OBLIGATIONS

4.1. By participating in the SofaX Rewards Programme and using the Services,

the Stakeholder agrees that:

(a) the Stakeholder must permit the Customer to deduct any applicable

Points against Customer Charges in a transaction where Points can

be utilised;

(b) the Stakeholder shall not impose any additional conditions or charges

on the Customer for the utilisation of Points;

(i) all transactions between the Stakeholder and Customer,

including but not limited to verifying that the Points being

utilised are valid and ensuring such transactions are authorised

and not fraudulent. SofaX shall not be responsible for any losses,

claims, damages, costs, and expenses incurred by the

Stakeholder arising from or in connection with the transaction

between the Stakeholder and Customer;

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(ii) the Products, including but not limited to the conditions,

quality and merchantability, guarantee, warranty, and legality

thereof; and

(iii) any complaints and customer service issues relating to or in

connection with the Products, including but not limited to the

return, refund, recompense, or exchange thereof;

(d) this Agreement shall prevail over the Stakeholder’s own terms and

conditions as well as any other terms, even if SofaX has been notified

thereof and does not object to their validity;

(e) the Stakeholder may not contractually bind SofaX or make any

representations on its behalf;

(f) the Stakeholder shall not engage in any unconscionable, false,

deceptive, misleading, or fraudulent conduct; and

(g) the Stakeholder shall be in compliance with all consumer protection

laws and any other applicable laws.

4.2. The Stakeholder shall only hand over or deliver the Products to the

Customer upon collecting the Net Customer Charges from the Customer.

5. QUALIFYING TRANSACTIONS

5.1. The Merchant may only restrict the utilisation of Points:

(a) with the Stakeholder’s store discount, vouchers or promotions; or

(b) for transactions involving Products that are part of the Stakeholder’s

promotion.

5.2. All utilisation of Points must be logged via the SofaX Platform.

5.3. The Stakeholder shall not proceed with the utilisation of Points if:

(a) the Stakeholder receives an error message or decline response when

processing the transaction or Points;

(b) the Points are determined or believed to be invalid or illegal;

(d) the transaction is for goods and/or services that fall under the list of

restricted items as specified in SofaX’s general terms of service

published on the SofaX Platform, or is otherwise illegal; or

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(e) instructed by SofaX accordingly.

5.4. SofaX shall be entitled to levy Commission on every Qualifying Transaction

that has been processed by the Stakeholder and logged in the SofaX

Platform, regardless of whether the Points are valid or have been properly

processed.

6. REFUNDS

6.1. Where the Stakeholder processes a refund or return in connection with a

Qualifying Transaction, the Stakeholder shall take the necessary steps to

ensure that any refund or return is relayed to SofaX by initiating a refund

request on the SofaX Platform. SofaX shall, at its sole and absolute

discretion, process the refund request and, if approved, reinstate the Points

to the Customer within seven (7) working days and refund any Commission

paid by the Stakeholder to SofaX for such refunded Qualifying Transaction.

SofaX shall not process any incomplete refund requests.

6.2. In the event that the Stakeholder processes an exchange for Products in

connection with a Qualifying Transaction, such an arrangement is solely

between the Stakeholder and the Customer. SofaX shall not be liable or

responsible for such an arrangement and shall not be obliged to make any

refund, whether in respect of Points or Commission, to any party.

6.3. The Stakeholder is solely responsible for all refunds, returns or exchanges

in connection with any Qualifying Transaction. SofaX shall not be

responsible for any losses, claims, damages, costs and expenses incurred

by the Stakeholder arising from such refunds, returns or exchanges.

7. SETTLEMENT, BILLING AND PAYMENT

7.1. The Commission becomes due when the Qualifying Transaction is verified

and logged in the SofaX Platform by the Stakeholder. SofaX reserves the

right to amend the Commission rate or structure specified in Annexure 1 by

providing the Stakeholder with twenty-one (21) days written notice.

7.2. Stakeholder may deduct the Deduction from the Points used by the

Customer for Qualifying Transactions in each Transaction Period when

calculating the Settlement.

7.3. SofaX shall issue a settlement report to the Stakeholder within five (5)

Business Days from the end of each Transaction Period, which will set out

the Settlement Amount due and payable between Stakeholder and SofaX

for the relevant period.

7.4. The owing Party shall remit the Settlement to the other Party within three

(3) Business Days from the settlement report.

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7.5. SofaX shall make best efforts to remit the Settlement to the Stakeholder

within the agreed settlement period. SofaX makes no guarantee regarding

the actual date of receipt of such Settlement by the Stakeholder.

7.6. If the value of the Deduction exceeds the value of Points used by the

Customer for Qualifying Transactions during each Transaction Period, the

resulting Settlement Amount may be held over by SofaX and deducted

against any existing Settlement owing by SofaX to Stakeholders.

7.7. SofaX may withhold a portion of the Settlement due and payable by SofaX

to the Stakeholder to offset any potential or foreseeable refunds or

chargebacks.

7.8. If the Stakeholder discovers any discrepancy between their order report

and the settlement report by SofaX, the Stakeholder must notify SofaX

within thirty (30) days from the date of the settlement report together with

the relevant supporting documents. Failing to do so waives the

Stakeholder’s rights to raise any dispute, and they are deemed to have

accepted the Settlement stated in the report.

7.9. If there is a dispute in relation to the Settlement stated in the settlement

report, SofaX shall only remit the undisputed amount or part thereof to the

Stakeholder prior to the resolution of the dispute.

7.10. The Stakeholder is solely liable for all taxes imposed or levied on them

under applicable laws and arising as a result of or in connection with this

Agreement or the transactions contemplated hereunder. If any payment

by SofaX to the Stakeholder is subject to withholding taxes, SofaX shall

deduct such taxes from the payment, pay the Stakeholder the net amount,

and provide them with a receipt or equivalent document evidencing the

withholding tax payment.

7.11. The Stakeholder must ensure that the details of the Stakeholder’s

Designated Bank remain up-to-date and accurate. SofaX is not liable for

any wrongful remittance due to inaccurate details of the Stakeholder’s

Designated Bank.

8. DISPUTED TRANSACTIONS

8.1. In the event of any dispute, claim, or complaint arising from or in

connection with any Qualifying Transaction between the Stakeholder and

Customer:

(a) the Stakeholder shall be solely responsible and liable for settling such

dispute, claim, or complaint. SofaX shall not be held responsible or

liable in any way, unless the Stakeholder can reasonably prove that

the dispute, claim, or complaint resulted directly or indirectly from

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SofaX’s gross negligence, fraudulent act, material default or breach,

material errors, and/or omissions under this Agreement;

(b) the Stakeholder shall investigate and take all reasonable steps to

resolve such dispute, claim or complaint within fourteen (14) days of

receiving such notification. The Stakeholder shall follow the

procedures for handling disputes, claims or complaints that SofaX

may advise from time to time. SofaX is not obligated to investigate any

dispute, claim, or complaint;

Transaction or withhold any Settlement, or any part thereof, due and

payable to the Stakeholder until satisfactory completion of any

investigation or resolution of the dispute, claim, or complaint; and

(d) if the Stakeholder does not resolve the dispute, claim, or complaint

within the stipulated time frame, SofaX shall assume that the

Stakeholder is responsible for the dispute, claim, or complaint. The

Stakeholder shall bear all the costs incurred by SofaX in connection

with the dispute, claim, or complaint, including the cost of reinstating

relevant Points to the Customer. SofaX may set-off such costs under

Section 7.6.

9. MARKETING

9.1. SofaX may make this cooperation orally, in writing or electronically,

including but not limited to in press releases, public announcements and

promotional materials publicising, advertising or promoting the Points or

the SofaX Rewards Programme.

9.2. Except as expressly stated in this Agreement or required by the laws of any

jurisdiction, the Stakeholder shall not make any public announcements or

press releases, distribute marketing or promotional materials or otherwise

make public communications, announcements or disclosures regarding

the cooperation contemplated by this Agreement without SofaX’s consent.

If the Stakeholder is required by law to make a public announcement

regarding any matter related to the cooperation contemplated by this

Agreement, the Stakeholder shall solicit from and consider in good faith

SofaX’s feedback on the content of that public announcement.

10. INTELLECTUAL PROPERTY

10.1. SofaX grants the Stakeholder a non-exclusive, non-transferrable and

revocable right to display the Advertising Materials for the sole purposes of

this Agreement, for the duration of this Agreement. Without prior written

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consent from SofaX, the Stakeholder shall not alter, modify, or create

derivative works of the Advertising Materials or any of SofaX IP.

10.2. The Stakeholder grants SofaX a non-exclusive, worldwide, royalty-free,

paid-up, perpetual, irrevocable, transferable, and sublicensable license and

right to use, modify, reproduce, sublicense, publicly display, distribute,

broadcast, transmit, stream, publish, and publicly perform the Stakeholder

IP and Third-Party IP, in each case in connection with the SofaX Rewards

Programme or Services in all media or formats now known or hereinafter

developed (“License”). SofaX has sole discretion in using the Stakeholder IP

or Third Party IP as contemplated in this Agreement.

10.3. SofaX owns all interest in and to the SofaX IP. The Stakeholder shall not use,

sell, rent, lease, sublicense, distribute, broadcast, transmit, stream, place

shift, transfer, copy, reproduce, download, time-shift, display, perform,

modify, or timeshare SofaX IP or any portion thereof, or use such SofaX IP

as a component of or a base for products or services prepared for

commercial use, sale, sublicense, lease, access, or distribution, except that

SofaX grants the Stakeholder a limited, non-exclusive, revocable, non-

transferable, and non-sublicensable license during the duration of this

Agreement to use the SofaX Platform strictly for the performance of its

obligations under this Agreement. For the avoidance of doubt, nothing in

this Agreement is intended to grant the Stakeholder any rights to any of

SofaX IP except as expressly set forth herein.

11. TERM AND TERMINATION

11.1. This Agreement shall come into force upon acceptance and continue in

effect unless terminated by either Party in accordance with this

Agreement.

11.2. SofaX is entitled, at its sole discretion, to terminate this Agreement at any

time for any reason upon written notice to the Stakeholder, without any

compensation to the Stakeholder.

11.3. This Agreement will terminate immediately upon:

(a) the provision of the SofaX Rewards Programme, or any part thereof,

becoming untenable for any reason whatsoever, whether legally or

commercially; or

(b) any breach by the Stakeholder of its obligations or covenants under

this Agreement.

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11.4. In the event that this Agreement is terminated due to the Stakeholder's

breach of its obligations in accordance with Section 11.3(b), all amounts

payable by SofaX to the Stakeholder may be forfeited as liquidated

damages, without prejudice to SofaX’s recourse for other rights or

remedies available under applicable laws.

11.5. Except as expressly set forth in this Agreement, any fees paid by the

Stakeholder are non-refundable in the event that the Stakeholder

terminates this Agreement.

11.6. Upon the termination of this Agreement, the Stakeholder shall pay to SofaX

all unpaid or outstanding amounts accrued through the effective date of

the termination of this Agreement.

11.7. Following the termination of this Agreement, the Stakeholder shall,

without being requested to do so, immediately delete all SofaX IP,

Advertising Materials, and all other information and materials submitted to

the Stakeholder under this Agreement, including but not limited to all

personally identifiable information about the Customers. The Stakeholder

shall have no right of retention in this respect. The Stakeholder shall, at

SofaX’s request, provide SofaX with written confirmation of the deletion.

11.8. Termination of this Agreement will not in any way affect the Stakeholder’s

obligation to accept redemption of any applicable Points issued prior to

such termination in accordance with this Agreement.

11.9. Provisions in this Agreement that are intended to survive termination will

continue in full force and effect after the Agreement.

11.10. In addition to the provisions set out in this Section, the rights and

obligations of either Party in respect of termination provided in the Terms

of Service for Business-to-Business Platform, as published on SofaX

Platform, which forms part of this Agreement, shall apply mutatis

mutandis, as if they have been fully set forth in this Agreement. In the event

of a conflict between the provisions of this Section and the rights and

obligations in respect of termination provided in the Terms of Service for

Business-to-Business Platform, the provisions of this Section shall prevail.

For the avoidance of doubt, the termination of this Agreement does not

automatically result in the termination of the Terms of Service for Business-

to-Business Platform. Nevertheless, the termination of the Terms of Service

for Business-to-Business Platform shall automatically result in the

termination of this Agreement.

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12. CONFIDENTIALITY AND PERSONAL DATA

12.1. The rights and obligations of either Parties with respect to confidentiality

and personal data provided in the Terms of Service for the Business-to-

Business Platform, published on SofaX Platform, which forms part of this

Agreement, shall apply mutatis mutandis as if they have been fully set forth

in this Agreement.

13. REPRESENTATIONS AND WARRANTIES

13.1. The SofaX Rewards Programme and the Services, or any part thereof, are

provided on an “as-is” basis. SofaX makes no representation or warranty,

whether express, implied or statutory, including but not limited to any

implied warranty of merchantability, fitness for a particular purpose, or

non-infringement. SofaX shall have no liability arising from a failure of any

security technology or procedure. SofaX does not warrant or guarantee

that the SofaX Rewards Programme and the Services offered on or through

the SofaX Platform will be available, accessible, uninterrupted, secure,

accurate, complete, error-free, that the server that makes the same

available is free from viruses, clocks, timers, counters, worms, software

locks, drop dead devices, Trojan horses, routings, trap doors, time bombs or

any other harmful codes, instructions, programmes or components or that

the SofaX Rewards Programme and the Services will result in any revenue

or profit for the Stakeholder.

14. INDEMNIFICATION

14.1. The Stakeholder agrees to defend, indemnify, and hold SofaX, its affiliates

and related entities, and any of its respective officers, directors, agents, and

employees, harmless from and against any claims, lawsuits, investigations,

penalties, damages, losses or expenses, including but not limited to

reasonable attorneys’ fees and costs, including expert fees, arising out of or

relating to any of the following:

(a) any breach or alleged breach by the Stakeholder of this Agreement,

or the representations and warranties made in this Agreement;

(b) the Stakeholder's fraud, negligence, or wilful misconduct;

Stakeholder arising from the sale and redemption of the Points;

(d) any claim by any local, state, provincial, territorial or federal

governmental entity for unredeemed Points or unredeemed cash

values

Points

any

other

amounts

under

any

applicable

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abandoned or unclaimed property or escheat law, including but not

limited to any claims for penalties and interest;

(e) any claim arising out of a violation of any law or regulation by the

Stakeholder governing the Stakeholder’s Products;

(f) any claim arising out of actual or alleged infringement of any

intellectual property rights provided by the Stakeholder to SofaX;

(g) any claim by a Customers or anyone else arising out of or relating to

the Products provided by the Stakeholder and/or pick up of the

Products at the redemption site, including but not limited to any

claims for false advertising, product defects, personal injury, death, or

property damages; and

(h) any claim arising out of the Stakeholder’s or its third party’s misuse of

personal data or any violation of an applicable data privacy or security

law.

14.2. SofaX will promptly notify the Stakeholder of any claim that is subject to

Section 14.1. SofaX reserves the right to control its own defense and appoint

its own defense counsel, regardless of the presence or absence of a conflict

of interest between SofaX and the Stakeholder. The Stakeholder may

defend, compromise, settle, or otherwise dispose of a claim, but it shall not

agree to any disposition or settlement of a claim that admits liability or

imposes duties of performance or payment on SofaX without SofaX’s prior

written consent. If the parties agree to settle a claim, the Stakeholder will

not publicise the settlement without first obtaining SofaX's written

permission.

15. LIMITATION OF LIABILITY

15.1. Except for the Stakeholder’s indemnification obligations hereunder,

neither Party shall be liable or obligated to the other Party or any third party

for any loss of profits or business, special, incidental, exemplary,

consequential, punitive, or indirect damages regardless of the form of

action, whether in contract, tort or otherwise, even if informed of the

possibility of such damages in advance. SofaX’s sole and complete liability

to the Stakeholder for any claims arising out of or relating to this

agreement, or any errors, omissions or misplacements of any Points, is

limited to the amount of fees retained by SofaX hereunder for the

preceding six (6) months after final calculation and reconciliation of all

refunds.

This

limitation

liability

applies

the

maximum

extent

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permitted by applicable law and notwithstanding the failure of any limited

remedy.

15.2. The aforementioned limitation of liability shall also apply to the personal

liability of SofaX’s employees, representatives, and executive bodies.

15.3. Except as expressly set forth in this Agreement, any claim of the

Stakeholder under this Agreement must be notified to SofaX within ninety

(90) days from the time the claim became known or should have become

known to the Stakeholder. For the avoidance of doubt, SofaX will not be

liable for any claim made by the Stakeholder after the said deadline.

16. NOTICE

16.1. SofaX may give notice by written communication sent by registered mail,

prepaid post, or electronic mail to the Stakeholder’s address in SofaX’s

record. Such notice shall be deemed to have been given upon the

expiration of forty-eight (48) hours after mailing or posting if sent by

registered mail or prepaid post or one (1) hour after sending if sent by

electronic mail.

16.2. The Stakeholder may give notice to SofaX by letter sent by courier or

registered mail to SofaX using the contact details provided in the SofaX

Platform. All notices given by the Stakeholder under this Agreement will be

deemed given as of the day they are received.

17. ASSIGNMENT

17.1. The Stakeholder cannot assign, transfer, or subcontract all or part of its

rights and/or obligations deriving from the Agreement without the prior

written consent of SofaX. SofaX may assign, transfer, or subcontract all or

part of its rights and/or obligations deriving from the Agreement.

18. WAIVER

18.1. The failure of a Party to exercise its rights in the case of a breach of the

contract by the other Party will not be considered as a waiver of its rights

under the Agreement or under the laws.

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19. SEVERABILITY

19.1. If any term, condition, or provision of this Agreement should be held to be

invalid, unlawful, or unenforceable to any extent, the invalid term,

condition, or provision will be severed from the remaining terms,

conditions, and provisions of this Agreement, which will continue to be

valid and enforceable to the fullest extent permitted by law, and the

tribunal will preserve, as far as possible, the original intention of the Parties

with respect to the severed term, condition, or provision.

20. SURVIVAL

20.1. Following the term of this Agreement, any and all provisions set forth

herein, which, by their very nature, are intended to survive any expiration

or termination hereof, shall so survive, including but not limited to the

provisions respecting confidentiality, representations & warranties,

indemnifications, limitations on liability, ownership, and accrued payment

obligations.

21. RELATIONSHIP OF PARTIES

21.1. The Stakeholder and SofaX are independent contractors, and nothing in

the Agreement will create any partnership, joint venture, agency, franchise,

sales representative relationship or exclusivity between the Parties. The

Agreement will not establish any relationship of employment between the

Parties or with any person who provides services to either Party. The

Stakeholder will have no authority to make or accept any offers or

representations on behalf of SofaX.

22. THIRD PARTY RIGHTS

22.1. The Agreement and all its representations, warranties, covenants,

conditions, and provisions are intended to be solely and exclusively for the

benefit of SofaX and the Stakeholder. Except for the rights of Customers

against the Stakeholder, nothing in the Agreement, either express or

implied, will be construed as conferring upon any other person or entity

any legal or equitable right, benefit, or remedy of any nature.

23. GOVERNING LAW AND DISPUTE RESOLUTION

23.1. This Agreement shall be governed by and construed in accordance with

the laws, without regard to the conflict of laws principles. Any dispute,

controversy or claim arising out of or relating to this Agreement shall be

referred to and finally resolved by arbitration administered by the Asian

International Arbitration Centre located in Kuala Lumpur, Malaysia, in

accordance with the Arbitration Rules of the Asian International Arbitration

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Centre for the time being in force, which rules are deemed to be

incorporated by reference in this Section. The seat of arbitration shall be

Kuala Lumpur, Malaysia. The Tribunal shall consist of one arbitrator. The

language of the arbitration shall be in English.

24. ENTIRE AGREEMENT

24.1. This Agreement constitutes the entire agreement and understanding

between the Parties regarding the subject matter. If any provision of the Agreement

is held to be void or invalid, that fact will not affect any other provision, and the

remainder of the Agreement will be deemed modified so that it is valid and

enforceable to the maximum extent permitted by laws. Failure by either Party to

enforce any provision of the Agreement will not be deemed a waiver of future

enforcement of that or any other provision. The Agreement will apply to the

relationship between the Parties in addition to any specific terms agreed to herein.