PERNYATAAN PENGAKUAN DAN PERJANJIAN PEMOHON

Bahawasanya saya yang bernama dimuka surat sebelah, ingin mengesahkan, mengakui, bersetuju dan berjanji seperti berikut:

1. Saya tidak pernah menjual, memindah milik atau menyerah kuasa pengedar saya (pada perlantikan sebelum ini) kepada sesiapa jua

2. Saya perlu memperkenalkan produk-produk dan rancangan perniagaan Syarikat kepada pelanggan-pelanggan atau pengedar-pengedar yang berpotensi secara jujur dan benar serta tidak akan membuat sebarang pernyataan palsu atau mengelirukan dalam menjual produk Syarikat atau menaja individu yang berpotensi

3. Saya seorang usahawan bebas berdikari dan bukan ejen atau pekerja Syarikat dan saya harus mendaftarkan perniagaan saya sebagai pengedar dengan Pendaftar Perniagaan kecuali tujuan permohonan saya adalah untuk mengedar produk bagi memasarkan produk mengikut garis panduan perniagaan yang ditetapkan

4. Perlantikan saya sebagai pengedar (tertakluk kepasa kelulusan Syarikat) sah untuk tempoh duabelas (12) bulan berkecuali, ditamatkan lebih awal oleh Syarikat dan harus diperbaharui setiap tahun dengan mengemukakan permohonan sekurang-kurangnya tiga (3) bulan sebelum tamatnya tempoh perlantikan

5. Saya adalah warga Malaysia atau penduduk tetap yang sah dan telah diluluskan oleh pihak berkuasa untuk menjalankan perniagaan di Malaysia

6. Permohonan saya sebagai pengedar Dyxy Cosmetics boleh dibatalkan sekiranya saya gagal mematuhi syarat-syarat di atas

7. Syarikat berhak pada bila-bila masa dari masa ke semasa meminda, mengubahsuai, menambah, membatal atau menggantikan semua atau mana-mana pernyataan atau peraturan dalam kontrak ini

DECLARATION STATEMENTS AND CONVENANTS BY APPLICANT

I, the person named overleaf, hereby further confirm, declare, agree and undertakeas follows:

1. That I have not any time sold, transfered or assigned my distributorship (where I have been previously appointed) to any person

2. That I shall present the Company’s products and business development plan to potential customers or distributors in an honest and truthful manner and I shall not make any false or misleading representations in my enthusiasm to sell the Company’s productsor to recruit or sponsor potential distributors

3. That I am an independent contractor/businessman and is not a company agent or employee and I need to register my business as a distributor with the Registrar of Business except the purpose of my application is for distributing products to market their products according to certain business guidelines

4. That my appointment as distributor (if approved by the Company) is valid for a period of twelve (12) months unless earlier terminated by the company and has to be renewed yearly by the way of application at least three (3) moths before its expiry

5. That Iam a Malaysian citizen or a permenant resident duly authorised by the revelant authorities to conduct business in Malaysia

6. My application as a distributor of Dyxy Cosmetics may be canceled if I fail to comply with the above conditions

7. That company shall be entitled at any any time and from time to time amend, alter, add, delete or substitude all or any of of the clauses or rule herein

INITIAL ( )

1. PRIVACY POLICY

1.0 RIGHTS TO INFORMATION

1.1 DYXY Cosmetics or also known as “DYXY” after this shall retain and use all information provided by YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee including but not limited to the Distribution Program demographics and contact and billing information. YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee agree that DYXY may and/or permit- xxx to transfer and disclose to third parties non-personally-identifiable information about YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee for the purpose of approving and enabling your participation in the Distribution Program, including to third parties that reside in jurisdictions with less restrictive data laws than your own. DYXY may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. DYXY disclaims all responsibility, and will not be liable to YOU, however, for any disclosure of that information by any such third party.

1.2 DYXY may share non-personally-identifiable information about YOU and/or DYXY’s Ac- count Holders and/or DYXY’s Licensee, including Program URLs, Program-specific statistics and similar information collected by DYXY, with businesses and other third parties. In addition, YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee grant DYXY the right to access, index and cache the Distribution Program, or any portion thereof, including by automated means including Web spiders or crawlers.

1.3 DYXY may share non-personally-identifiable information about YOU and/or DYXY’s Ac- count Holders and/or DYXY’s Licensee, your Facebook account, or any Internet Communi- cation Platform Account, specific statistics and similar information collected by DYXY, with Businesses, potential Businesses and other third parties.

1.4 YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee agree that DYXY may use your name in presentations, marketing materials, customer lists, financial reports and web Twitter and Facebook account listings of customers.

1.5 For content that is covered by intellectual property rights, YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee specifically grant US a non-exclusive, transferable, sub-li- censable, royalty-free, worldwide license to use any IP content that provided by YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee.

2. INTELLECTUAL PROPERTY RIGHTS OF DYXY

2.1 YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee acknowledge that owner- ship of and title in and all Intellectual Property rights, in all information relating to the Distribu- tion Program by DYXY, the modifications thereto, the associated documentation and programs and this Terms and Conditions (“the Information”) are and shall remain in DYXY. YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee acquire only the rights to use the Informa- tion under the terms and conditions of this Agreement and does not acquire any ownership rights title in or to the Information.

3. CONDITIONS OF USE

3.1 The following are the principal conditions of your use of and participation in the Distribu- tion Program. Without prejudice to any of OUR rights against YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee in the event YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee breach any terms and conditions of this Agreement and/or disclosing false information in any event, WE reserve the exclusive and discretionary right to terminate your use of the Distribution Program by deactivating your DYXY Account and banning YOU and/ or DYXY’s Account Holders and/or DYXY’s Licensee from registering with DYXY should YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee violate or fail to comply with any of the following conditions:

a) YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee may not join nor use this Program on behalf of another person;

b) YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee must not use anyone else’s DYXY Account;

c) YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee must not edit, hide, remove or delete any advertisements that have been shared by YOU and/or DYXY’s Account Holders and/or Licensee on your Facebook wall via DYXY program;

d) YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee must not join or participate

with any other cosmetics companies which offer similar products as DYXY;

e) YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee must not upload and inject into DYXY’s network in any manner any content containing any viruses, Trojan horses, worms, time bombs, cancel bots or other computer programming routines that are intended to dam- age, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;

f) YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee must not upload or transmit any information that infringes any patent, trademark, trade secret, copyright or other proprie- tary right of any party;

g) YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee must not use the Distribution Program to send unsolicited messages;

h) YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee must not use, post or trans- mit any material of any kind which DYXY considers, does or is likely to damage the Businesses or the reputation of DYXY;

i) YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee must not post on any ac- count for an Internet Communication Platform that YOU and/or DYXY’s Account Holders and/ or DYXY’s Licensee do not own.

j) YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee must not misrepresent, de- ceive or trick internet users into clicking on your link to Specials by using images, sounds, text, email addresses, unrelated links or any other form of misrepresentation;

k) YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee must not use private/anony- mous browsing modes on your internet browser while using the Distribution Program;

l) YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee must not use cloak browsing while using the Distribution Program;

m) YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee must not facilitate or en- courage any violation of these terms and conditions;

n) YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee must not use any por- nographic or any material containing nudity or sexual content while using the Distribution Program;

o) YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee must not demand, request or ask other internet users to click on your links or links to your Specials;

p) YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee must not infringe the intellec- tual property rights belong to and/or owner by DYXY or that of any other party;

q) YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee must not breach, violate or contravene any terms, incorporated guidelines, rules or policies of Facebook, Twitter, blogs or any other Internet Communication Platform during your utilisation of those accounts in rela- tion to the use of this Program. Facebook Terms and Conditions, Facebook Platform policies, Twitter Terms and Conditions;

r) YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee will not use our copyright or trademarks any confusingly similar marks, or any of our intellectual property rights without our written permission;

s) YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee will not infringe any of our intellectual property rights, as explained under the heading “Intellectual Property Rights” be- low; and/ or

t) YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee must not set the story shared to your Facebook’s wall other than PUBLIC view.

4. APPOINTMENT AS LICENSEE

4.1 APPOINTMENT

In consideration of the obligations undertaken by YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee under this Agreement, DYXY hereby grants to YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee a license to distribute, and/or market DYXY/ DYXY’s Prod- ucts, throughout the Territory, either through Online and/or Off-Line marketing in accordance with the terms of this Agreement.

4.2 DYXY also grants to YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee the license to:

(a) Distribute and/or market any new products that DYXY develops and/or manufacture and/or supply (subsequent to this Agreement) in the Territory; and

(b) Advertise and promote materials associated with DYXY and the Brand Name marketed by YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee, whether created by DYXY or otherwise subject to written approval by DYXY should it be marketed by YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee.

4.3 DYXY may at its own discretion limits, modify or change the Territory either Online market- ing and/or Off-line marketing from time to time by giving One (1) Month notice of the same to YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee.

4.4 YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee shall not in any way what- soever circumvent, exploit, monopolize, intimidate, involve in any scams involving the products or in any manner jeopardize and/or injure the reputation of DYXY in distributing and marketing the PRODUCTS either by yourself or through any third parties in any form or in any manner whatsoever to any other person or body of persons or any third parties whether in Malay- sia or otherwise. Notwithstanding anything in this Agreement, that you unconditionally agree that DYXY shall be compensated for an amount of RINGGIT MALAYSIA ONE MILLION (RM 1,000,000.00) by you as agreed liquidated damages in the event that YOU and/or DYXY Ac- count Holders and/or DYXY Licensee have breached the provisions of this Clause.

5.RESPONSIBILITIES OF PARTIES

5.1 YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee are solely responsible for your Facebook, Twitter or any other Internet Communication Platform account(s), including all content and materials, maintenance and operation thereof, the proper implementation of DYXY’s guidelines, and adherence to these Terms and Conditions, including compliance with the Distribution Program rules, guidelines, customs and policies. In any case, DYXY reserves the right to investigate, at its own discretion, any activity that may violate the Terms and Con- ditions of this agreement, DYXY is not responsible for anything related to your Facebook ac- count(s), Twitter account(s) or any other Internet Communication Platform, including without the transmission of data between your Facebook account(s), Twitter account(s), or any other Internet Communication Platform and DYXY.

6. YOUR RIGHTS AND DUTIES

6.1 Your obligations under this Agreement shall, without limitation, include the following:

(a) YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee shall at your own costs and

expenses use all reasonable efforts to Distribute THE PRODUCTS;

(b) YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee shall not tamper with, change, remove the QR Code or in any other way modify the content and/or any character owned by DYXY of the PRODUCTS.

(c) YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee shall be responsible for all advertising and promotional materials for PRODUCTS other than the advertisement and promotion by DYXY. All costs pertaining to the said advertising shall be borne by YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee;

(d) YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee shall in distributing and promoting the PRODUCTS comply with all relevant governmental rules and regulations in the Territory in the distribution and/or promotion of the PRODUCTS either online and/or off-line including but not limited to the Malaysian Anti Money Laundering Anti-Terrorism Financing and Proceeds of Unlawful Activities 2001 (AMLATFAPUA), Malaysian Communications and Multi- media Act 1998, Electronic Commerce Act 2006, Computer Crimes Act 1997 any amendments thereto and any other laws in force in Malaysia including but not limited the Penal Code 1936 (Act 574), Defamation Act 1957, Trade Description Act 2011 and any order or regulations made thereunder, Copyright Act 1976 and Trade Marks Act 1976. YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee shall indemnify and keep DYXY indemnified from any claim and/or demand and/or damages and/or fine and/or any breach and/or non-compliance and/ or omission thereof ;

(e) YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee shall be entitled to do any promotions for the PRODUCTS after obtaining the consent in writing from DYXY;

(f) YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee shall at all material times display ID No DYXY Hub while carry out online and/or offline selling and/or marketing transac- tion. In the event YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee fail to display and/or produce ID No DYXY Hub, DYXY shall have the right to seize and/or confiscate and/or repossess the PRODUCTS without notice immediately and shall be entitled to claim damages and/or losses suffered by DYXY in relation to the same.

(g) YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee will make no representa- tions or warranties with respect to the PRODUCTS other than those specifically authorized in writing by DYXY;

(h) YOU and/or XXXX’x Account Holders and/or DYXY’s Licensee agree to on-going training and sales meetings as required by DYXY so as to be able to adequately describe, demonstrate and sell the PRODUCTS. DYXY will provide the technical staff for the said training and that YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee shall be responsible for the transport, meals and accommodation allowance of the said staff;

(i) YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee agree to participate with DYXY in any exhibitions or contests in Malaysia or otherwise and that the costs of participat- ing the exhibition or contest shall be borne by YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee;

(j) YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee may appoint any Sub-Licen- see and/or Drop shipper for the marketing and/or distribution of the PRODUCTS. Any appoint- ment of Sub-Licensee and/or Drop Shipper by the LICENSEE shall be shall be forwarded to US for registration purposes and they will have their own ID;

(k) YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee shall have entire charge of the management and operation of your business; YOU shall furnish all equipment and vehi- cles, and hire and pay the wages of all assistants and employees required for the operation of Your business and not to claim any expenses from DYXY at any time; and

(l) DYXY reserves no supervision and/or control over YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee in the facilities, employees, and methods to be used and employed by YOU in carrying out the purposes of this Agreement other than the rules guidelines and reg- ulations issued by DYXY, and shall in no event be responsible for negligence and/or omission of YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee or Your employees

7. RIGHTS AND DUTIES OF DYXY

7.1 DYXY shall have the following obligations under this Agreement.

(a) DYXY shall assist YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee in all technical aspects in relation to the distribution of the PRODUCTS.

(b) DYXY shall manufacture the PRODUCTS to its own specifications and at all times use it’s reasonable endeavours to ensure that the Products are of the highest quality possible and meet all requirements and/or specifications needed and/or required by any Authority and/or law related to this Business.

(c) DYXY shall provide to YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee a reasonable quantity of literature, brochures, and other materials SUBJECT ALWAYS THAT YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee shall pay all costs for the said materials the amount of which shall be mutually agreed between the parties hereto.

(d) Subject to Clause 8.2, 8.3 and 8.5, DYXY will deliver the PRODUCTS to YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee within Seven (7) days after receiving a faxed, electronic mail or mailed Purchase Order from YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee.

(e) YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee shall submit a monthly forecast to enable DYXY to stock the PRODUCTS for YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee. If the order is greater than 30% from the forecast, DYXY will have up to an additional Fourteen (14) days to deliver PRODUCTS exceeding 30% over the forecast.

(f) DYXY shall be entitled at its own discretion to issue any rules, guidelines and regulations pertaining to the distribution and marketing of the PRODUCTS from time to time and that YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee shall abide by all the rules, guideline and regulations to be issued by DYXY.

(g) DYXY shall be entitled to freeze the account and hold the commission of YOU and/or DYXY’s Account Holder and/or DYXY’s Licensee without notice until decision is being made in relation to an investigation conducted against YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee should YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee are suspected to do and/or has done any alteration and/or temper with and/or do any act that will change and/or damage and/or cause to be changed and/or damaged the QR Code attached to the PRODUCTS and the failure of YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee to display ID No DYXY Hub at all material times.

8. ORDER

8.1. The Orders shall be placed with DYXY by mail, email or facsimile (or by phone with explicit approval from DYXY) at the following address:

COMPANY NAME : DYXY Cosmetics COMPANY NO : 002612375-T

BUSINESS ADDRESS : 0-0 XXXXX XXXXXX X/0X,

TAMAN DAGANG, 00000 XXXXXX, XXXXXXXX.

EMAIL : xxxxx@XXXXXXXXXXXXX.xxx

8.2. All orders must be made through a Purchase Order (PO) and shall be accompanied with payment in full unless otherwise agreed by DYXY.

8.3. Orders shall be fulfilled by DYXY within Seven (7) days period from the date of the Pur- chase Order (inclusive the date of Order) and in accordance with clause 10.1(e) above.

8.4. Orders shall be subject to acceptance by DYXY.

8.5. DYXY reserves the right to reject any Order or to cancel any Order previously accepted in writing if, in DYXY’s discretion, DYXY determines that such Order will not be paid for in any event in accordance with the Order Terms and/or that the Products will not be Distributed in accordance with the terms and conditions set forth in this Agreement.

8.6. Upon a determination that DYXY intends to cancel a previously accepted Order, DYXY shall give YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee, prompt written no- tice of such cancellation and DYXY will be under no further obligation to deliver Products under

that Order, unless YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee provide ade- quate assurances to DYXY that YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee will comply fully with Your obligations under this Agreement.

9. PRICE AND PAYMENT TERMS

9.1 All sales prices for the PRODUCTS shall be fixed by DYXY.

9.2 YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee shall not sell the PROD- UCTS at less than the authorized prices determined and/or circulated by DYXY, which prices will be reflected in price schedules that will be furnished to YOU and/or DYXY’s Account Hold- ers and/or DYXY’s Licensee from time to time.

9.3 Should YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee breach the term in

9.2 and/or any clause in this agreement other than clause 4.4, we shall reserve our right to:

(a) Stop your DYXY program including and not limited to terminate your DYXY’s account and/ or YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee are no longer DYXY’s Li- censee ; and/or

(b) YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee will also have to pay a dam- ages of RM 500,000.00 should it be proven that YOU and/or DYXY’s Account Holders and/ or DYXY’s Licensee have violated the terms spelled out in Clause 9.2 which is payable within thirty (30) days from the date of YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee received notice of demand given by DYXY and/or DYXY’s solicitors to YOU and/or DYXY’s Account Holder and/or DYXY’s Licensee.

Failing which, we will take legal action without further notice.

9.4 The price payable by YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee to DYXY for any Products shall be Your Price on the date of the Order for such Product as shall be fixed by DYXY from time to time at DYXY own discretion, by way of circulating the guide- lines or marketing direction through DYXY Hub and site and it is Your responsibility to be kept updated with the latest updates of the marketing and sales directions.

9.5 All Orders shall be paid as follows:

(a) If by cash, upon issuance of the Purchase Order, a sum amounting to One Hundred Per- cent (100%) from the Purchase Price shall be paid. If payment is not received by DYXY within the said 30 days, the payment shall bear a late payment charge equal to 1.5% per month (or partial month) until full realization thereof ; or

(b) If by way of Irrevocable and Transferable Letter of Credit (at sight), within 30 days of the date of invoice. If payment is not received by DYXY within the said 30 days, the payment shall bear a late payment charge equal to 1.5% per month (or partial month) until full realization thereof.

9.6 All Products sold and all prices quoted by DYXY are ex-warehouse and YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee shall be responsible for selecting the carrier responsible for transporting Products to Your warehouse in accordance to the guidelines as shall be laid out by DYXY from time to time.

9.7 Title and risk of loss for the Product shall shift from DYXY to YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee when YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee accept the delivery of the Product either at the DYXY premises or when the Product is delivered to the common carrier transportation company for shipment to YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee and after full payment for the Price of the PROD- UCTS has been fully paid.

9.8 YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee shall pay for all transporta- tion costs and all costs for insuring the PRODUCTS while the PRODUCTS are in transit and while the PRODUCTS are in Your control and/or custody.

9.9 YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee shall be responsible to pay the Good and Services Tax or such other taxes as may be imposed by the Government of Ma- laysia through Customs Department or any other agencies and/or authority from time to time.

10. WARRANTY

10.1 DYXY represents and warrants that:

(a) DYXY has the unrestricted right and authority to enter into this Agreement, and to grant the rights and Licenses contemplated hereunder with respect to the PRODUCTS; and

(b) DYXY has all rights in and to all patents, copyrights, trademarks, trade secrets or other proprietary rights associated with the PRODUCTS that are necessary to market, distribute, and license the PRODUCTS.

11. PERIOD OF THE AGREEMENT AND TERMINATION

11.1 Your authorization to Distribute Products shall remain in full force and effect for one (1) year from the date of this Agreement and may be renewed for another one (1) year on applica- tion and/or upon request by YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee in writing to DYXY, in three (3) months before this Agreement is terminated and at the discretion of DYXY and subject to further terms and condition as may be imposed by DYXY; provided however that at any time during the initial term or any renewal term, this Agreement may be terminated as follows:

(a) By mutual agreement without cause, after Thirty (30) days written notice of termination;

(b) By DYXY, at its sole discretion, in the event that YOU and/or DYXY’s Account Holders and/ or DYXY’s Licensee shall have failed to order any PRODUCTS within a period of Three (3) consecutive months OR fail to pay any amount outstanding and due to DYXY in accordance with this AGREEMENT and that YOU and/or DYXY’s Account Holders and/or DYXY’s Licen- see shall fail to remedy the default within Thirty (30) days of Notice Specifying the default issued by DYXY; and

(c) By either party, in person and/ or through lawyers and/ or legal representatives upon giving notice to the other party that such other party is in breach of its obligations under this Agree- ment, if such other party fails to cure and/or rectify and/or remedy the breach within Thirty (30) days after receipt of written notice of the breach.

11.2 Upon the effective date of termination of this Agreement for whatever reason, YOU and/ or DYXY’s Account Holders and/or DYXY’s Licensee are no longer DYXY’s Licensee and the right of YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee to Distribute PROD- UCTS will cease and YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee will immediately discontinue all use of DYXY’s Trade Names, Trade Marks and Copyrights and

further YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee shall still be liable to any amount outstanding to DYXY.

12. ASSIGNMENT

12.1 None of the parties hereto may assign any of its rights or obligations hereunder without the consent of the other party PROVIDED that any party may assign all (but not part) of its rights and obligations hereunder to a subsidiary of the assignor or to the assignor’s holding company or to a subsidiary of the assignor’s holding company on condition that in the case of any such assignment the assignor shall remain fully liable for the performance of its obligations hereunder and on condition that any such assignee shall assume all of the obligations of the assignor hereunder. For the purpose of this Agreement the expression “subsidiary” and “hold- ing company “shall bear the meanings as described by the Companies Act 2016.

12.2 It shall be a condition of the assignment that the assignee (if it shall not then be a party to this Agreement) shall prior to this assignment enter into a covenant with parties to this Agree- ment for the time being to be bound by the terms and conditions herein contained as though he were an original party hereto.

13. NO DAMAGES ARISING FROM TERMINATION

13.1 Upon termination of this Agreement other than material breach of this Agreement by either party as provided for in Clause 11.1 (a), (b), (c) above, neither party shall be liable to the other for any damages (whether direct, consequential, or incidental and including expendi- tures, loss of profits or prospective profits of any kind) sustained or ensuring out of, or alleged to have been sustained or to have arisen out of, such termination other than any antecedent breach or matters which is specifically stated under this Agreement.

14. WARRANTY DISCLAIMER

14.1 EXCEPT FOR THE EXPRESS WARRATY CONCERNING PRODUCTS CONTAINED IN CLAUSE 10 HEREIN, DYXY MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED (INCLUDING IMPLIED WARRANTIES OF MERCHANT ABILITY AND FITNESS FOR A PARTICULAR PURPOSE) CONCERNING ANY PRODUCTS OR OTHERWISE CON- CERNING MATTERS CONTEMPLATED BY THIS AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT XXXX’x SOLE RESPONSIBILITY IN THE CASE OF ANY BREACH OF WARRANTY SHALL BE FOR DYXY TO COMPLY WITH DYXY’S POLICY AS SET FORTH IN CLAUSE 10 ABOVE.

14.2 WAIVER OF CONSEQUENTIAL DAMAGES: IN NO EVENT SHALL EITHER PARTY BE LIABLE OR OBLIGATED IN ANY MANNER FOR ANY SPECIAL, INCIDENTAL, EXEMPLA- RY OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT PRODUCTS LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGES IN AD- VANCE.

14.3 LIMITATION OF LIABILITY

(a) IN NO EVENT SHALL DYXY BE LIABLE UNDER THESE TERMS AND CONDITIONS FOR ANY DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAM- AGES, OR DAMAGES OF ANY KIND WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN ANY EVENT, ANY DAMAGES WILL BE CAPPED AT RM100.00.

(b) Each party acknowledges that the other party has agreed to these Terms and Conditions relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties.

(c) DYXY will not be liable for any failure or delay in performance of our obligations under this Agreement, resulting from any condition beyond the reasonable control of DYXY including but not limited to power failures, network failures, server failures, any electronic and technical mal- function, viruses, outages to any public internet backbones, networks or servers, any failures of your equipment, any hacking, system security breaches, systems or local access services, unforeseeable disruptive behavior by our current or former employees, interruptions in internet services in areas where your servers are located or co-located, governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or interruptions.

14.4 INDEMNIFICATION

(a) YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee agree to indemnify and hold DYXY, its parents, subsidiaries and affiliated organizations, and their directors, officers and employees, harmless from any claim or demand, including reasonable legal fees, made by any third party, including but not limited to Facebook, Twitter, or any other Internet Communication Platform due to or arising out of your use of the Distribution Program, your DYXY Account, the Site, the Network or your violation of these Terms of Service. If you violate these Terms of Ser- vice, in a way that causes harm to others, YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee agree to indemnify and hold DYXY harmless against any liability for that harm.

15. LEGAL RELATIONSHIP & INDEMNITY

15.1 The relationship between DYXY and YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee is that of Licensor and Licensee. YOU and/or XXXX’x Account Holders and/ or DYXY’s Licensee are an independent distributor and not a legal representative, agent, joint venture, partner, or employee of DYXY for any purpose whatsoever. YOU and/or DYXY’s Ac- count Holders and/or DYXY’s Licensee have no right or authority to assume or create any obligations of any kind or to make any representations or warranties, whether express or im- plied, on behalf of DYXY, or to bind DYXY in any respect whatsoever except in express written consent and/or approval from DYXY.

15.2 Each party shall indemnify and hold harmless the other party from any claims, injuries, and damages, including all reasonable costs and expenses (such as attorneys’ fees), as a result, whether direct or indirect, stemming from the negligence, recklessness, or willful mis- conduct of the other party or such other party’s officers, employees or agents.

15.3 DYXY agrees to defend, indemnify and hold YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee harmless from and against damages, costs, liabilities, expenses (including, without limitation, reasonable attorneys’ fees) and settlement amounts incurred in connection with any suit, claim or action by any third party (a “Claim”) alleging that the PRODUCTS when used according to the documentation accompanying the PRODUCTS, infringes an intellec- tual property right of a third party. The foregoing obligation shall not extend to any Claims of infringement arising out of or related to (i) a modification of the PRODUCTS by anyone other than DYXY; or (ii) a combination of the PRODUCTS with any third-party software or equipment to the extent that such combination is the cause of such infringement. DYXY’s obligation to

defend, indemnify and hold YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee harmless is subject to YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee (i) giving DYXY prompt written notice of any such Claim; (ii) giving DYXY sole control over the de- fense and settlement of any such Claim (provided that DYXY may not use any non-monetary assets of YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee in a non-monetary settlement without Your prior written consent); (iii) providing full cooperation for the defense of any such Claim, at DYXY’s expense; and (iv) not entering into any settlement or compromise of any such Claim without DYXY’s prior written approval. In the event any PRODUCTS is alleged to infringe or is believed by DYXY to infringe upon any intellectual property right of a third party, DYXY may, at its sole option and expense, elect to (i) modify the PRODUCTS so that such PRODUCTS become non-infringing; (ii) replace the PRODUCTS with non-infringing PRODUCTS which is functionally substantially equivalent or (iii) obtain a license for YOU and/ or DYXY’s Account Holders and/or DYXY’s Licensee to continue to sell the PRODUCTS. The remedies granted to YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee under this Section shall be Your sole and exclusive remedies for any infringement by the PRODUCTS.

16. USE OF DYXY TRADEMARKS AND COPYRIGHTED MATERIAL

16.1 INTELLECTUAL PROPERTY RIGHTS

(a) YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee acknowledge that DYXY owns all right, title and interest, including without limitation all Intellectual Property Rights in the PRODUCTS (excluding items licensed by DYXY from third parties and excluding any third-par- ty products), and that YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee will not acquire any right, title, or interest in or to the PRODUCTS except as expressly set forth in these Terms and Conditions.

(b) YOU and/or DYXYs’s Account Holders and/or DYXY’s Licensee will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or other- wise attempt to derive source code from any DYXY services, software, or documentation, or create or attempt to create a substitute or similar service or product through use of the PROD- UCTS or proprietary information related thereto.

(c) YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee will not remove, obscure, or alter or temper with or any act that will change and/or damage the originality DYXY’s copyright notice, QR CODE attached to the products, or other proprietary rights notices affixed to or contained within any DYXY’s PRODUCTS. Should YOU and/or DYXY’s Account Holders and/ or DYXY’s Licensee breach any of the terms contain therein, we have the right to automatically revoke your distribution program and YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee shall pay a fine of RM 500,000 to DYXY.

(d) “Intellectual Property Rights” means any and all rights existing from time to time under pat- ent law, copyright law, design semiconductor chip protection law, trade secret law, trademark law, unfair competition law, law of confidence and passing off and any and all other proprietary rights, including all amendments now or hereafter in force and effect worldwide.

(e) YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee are granted a limited, non-exclusive license to use the Intellectual Property Rights made available by DYXY solely for use under the Distribution Program and in accordance with these Terms and Conditions.

(f) YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee may not however, distribute, modify, copy, transmit, display, reproduce, use, publish, license, create derivative works or sell or deal in the course of trade in any manner any Intellectual Property Rights belong to DYXY.

(g) If YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee use the Intellectual Prop- erty belong to DYXY in a way that is not clearly allowed by these Terms of Service, YOU and/ or DYXY’s Account Holders and/or DYXY’s Licensee are violating these Terms and Conditions and may be violating copyright, trademark, and other laws. In that case, we automatically revoke your permission to use the Distribution Program.

(h) YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee shall not, without DYXY pri- or written consent, disclose, provide or make available any of the information in the Distribution Program in any form to any person or body of persons for any other purposes other than the purpose stipulated for the Distribution Program under this Terms and Conditions.

(i) Your obligations under this Clause shall survive the termination of this Term and Conditions upon YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee cease to be the DYXY Licensee.

16.2 YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee may use all DYXY’S trade-marks, trade names, patent, copy rights, approved by the Health Ministry of Malaysia and all other materials furnished by DYXY which contain DYXY Trademarks, Trade names and Copyrights only with respect to the distribution and sale of said PRODUCTS, in accordance with the terms of this Agreement. YOU and/or DYXY’s Account Holders and/or DYXY’s Licen- see shall not be required to notate, or otherwise credit DYXY beyond use of name for individual PRODUCTS trademarks.

17. PROPRIETORY RIGHTS

17.1 DYXY will retain all of its rights and title to and ownership of all Copyrights, Trademarks, Trade names, trade secrets, patents, and all other intellectual property embodied in the PROD- UCTS. Except as otherwise expressly provided in this Agreement, YOU and/or DYXY’s Ac- count Holders and/or DYXY’s Licensee will have no right, title or interest in the intellectual property embodied in the PRODUCTS, except only Your limited rights to use Trademarks, Trade names and Copyrights as specified in Clause 16 hereof.

18. RESTRICTION ON TRADE AFTER TERMINATION

18.1 YOU HEREBY AGREE AND UNDERTAKE AS FOLLOWS:

(a) That during the period of Three (3) years (“the Restraint Period”) from the date of any termination by DYXY of this Distributorship under this Agreement or in case of the absence of any termination of this Agreement by DYXY, any willful cessation of distribution and marketing activity by YOU and/or DYXY’s Account Holders and and/or DYXY’s Licensee itself in any way whatsoever whether by notice or otherwise, YOU and/or DYXY’s Account Holders and/ or DYXY’s Licensee, or its Directors and Shareholders do hereby agree that during any part of the restraint period to be interested or engaged in any capacity whatsoever including but without prejudice to the generality of the foregoing as trustee, proprietor, shareholder, mem- ber, manager, director, adviser, consultant, partner, employee, financier or agent in or for any person which is directly or indirectly engaged, interested or concerned in a the same or similar competitive activity or business of DYXY in the Territory.

(b) YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee, its Directors and Share- holders shall not during any part of the Restraint Period, to the extent that the same are pro- tected by law, disclose any trade secrets and/or confidential information of the business other than DYXY. The Trade secrets and confidential information shall include (but not limited to) all and whatever information relating to the business and their suppliers and customers which is

not readily available in the ordinary course of business to their competitors.

(c) It is hereby acknowledged by YOU and/or DYXY’s Account Holders and/or DYXY’s Li- censee that the restraint imposed upon them and its Directors and Shareholders are to be interpreted in the widest sense possible and are reasonable to the subject matter, period and territorial limitation and are no more than reasonably necessary required by DYXY to maintain the goodwill, and its legitimate business interests in respect of, the business.

(d) The provisions in Clause 18.1 (a) (b) and (c) above shall be construed as imposing sepa- rate, severable and independent restraints in respect of;

(a) YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee in favor of DYXY;

(b) Each of the months falling within the restraint period;

(d) Each activity falling within the ambit of a competitive activity;

(e) Each capacity in relation to a competitive activity which YOU and/or DYXY’s Account Hold- ers and/or DYXY’s License, its Directors and Shareholders is prohibited from holdings in terms of this Agreement.

(e) The restraint as set out in Clause 18.1 (a) (b) (c) and (d) above shall be given the widest possible interpretation and no restraint or combination of restraints shall be limited by refer- ence or inference from any other restraint or combination of restraints provided however that the invalidity or unenforceability of any one or combination or restraint referred to in this Clause shall not affect the validity or enforceability of any of the other restraint referred to in Clause

18.1 (A) OR ANOTHER COMBINATION OF SUCH RESTRAINTS.

(f) YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee undertake that neither them nor any person in or by which it is directly or indirectly interested or employed will during the restraint period and whether for reward or not, directly or indirectly:

(a) Encourage or entice or persuade or induce any employee of the DYXY to terminate his employment with DYXY;

(b) Furnish any information to any employee then employed by DYXY or to any prospective employer of such employee or use any other means which are directly or indirectly, in any way interested in or associated with any other person;

Or attempt to do so.

(g) The above restraints shall endure also in favor of the successors-in-title. The term “succes- sors-in-title” shall mean any person who: -

(a) acquires the business of DYXY; or

(b) acquire the goodwill of the business of the DYXY; or

(d) has acquired by cessation the right to enforce the restraints embodied herein.

19. CONFIDENTIAL INFORMATION AND NON-CIRCUMVENTION

19.1 All transactions between the parties hereto shall be on a confidential basis. Each of the party hereto agrees that it will maintain the confidentiality of all electronic, verbal and written communications from the other party which are designated, or which should reasonably be regarded in the normal commercial view, as constituting confidential information, business secrets or proprietary information.

19.2 THE PARTIES HERETO HEREBY AGREE: -

(a) to treat as confidential during the subsistence of this Agreement and after its termination all technical and commercial information, knowledge and know-how furnished to each of them by the other by virtue of this Agreement;

(b) to refrain from disclosing such information, knowledge and know-how to any person, firm or company even if such party holds substantial interest therein without the prior written consent of the others;

(c) to cause, instruct, direct and oblige its Directors, officers and employees or any other per- son which has access to any of the foregoing information knowledge and know-how to keep the same confidential;

(d) to treat as confidential during the subsistence of this Agreement and after its termination all technical and commercial information, knowledge and know-how furnished to each of them by the other by virtue of this Agreement;

(e) to refrain from disclosing such information, knowledge and know-how to any person, firm or company even if such party holds substantial interest therein without the prior written consent of the others; and

(f) to cause, instruct, direct and oblige its Directors, officers and employees or any other person which has access to any of the foregoing information knowledge and know-how to keep the same confidential.

19.3 The Parties hereby legally, wholly and irrevocably bind themselves and guarantee to one another that they shall not directly or indirectly interfere with, circumvent or attempt to circum- vent, avoid, by-pass or obviate each other’s’ interest, or the interest or relationship between the Parties hereto, by means of any procedures for the purpose of changing, increasing or avoid- ing, directly or indirectly, payments of established or to be established fees, commissions, or the continuance of pre-established relationships, or to intervene in un-contracted relationships with, intermediaries, entrepreneurs, legal counsel, public authorities or to initiate any buy/sell or any transactional relationship that by-passes any one of the parties herein in favour of any other individual or entity, in connection with this Agreement or any PRODUCTS or any related future transaction or PRODUCTS.

19.4 Confidential information shall not include any such information which (i) is or becomes generally available to the public other than as a result of unauthorized disclosure by either party; (ii) has been or is made available to either party from a third party which is not under an obligation of confidentiality to either party or its affiliates; (iii) was previously known by the receiving party prior to disclosure by the other party; or (iv) was developed independently of any disclosures make hereunder. In the event either party is required to make disclosure of Confidential Information regarding the other due to legal process, such party shall immediately notify the other and reasonably cooperate with the owner of such Confidential Information in any efforts to limit or object to such disclosures being made.

19.5 If any party to this Agreement has had any previous contact with any individual, corpo- rations or institutions which has been disclosed to him by any other party to this Agreement, such information shall be recorded below and shall not be subjected to this Agreement. The absence of any such exception shall be prima facie proof of the presence of any prior contact except through the parties of this Agreement.

19.6 This Confidentiality and Non-Circumvention provision shall survive termination of this Agreement and the parties may be required to execute a separate Agreement for this Pro- vision.

20. PUBLICITY

20.1 NO ANNOUNCEMENTS TO BE MADE WITHOUT OUR CONSENT

Each party shall not issue or make any announcement or other publicity concerning the mak- ing or the contents of this Agreement without the prior written consent from the other party save as required by any statutory or regulatory authority.

20.2 PROCEDURE FOR APPROVING ANNOUNCEMENTS

A party must not make any public disclosure, communication or announcement about this Agreement except:

(a) with prior written consent of the other Party; or

(b) to comply with accounting, legal, Stock Exchange or other regulatory requirements.

20.3 YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee agree that DYXY may use your name and logo in presentations, marketing materials, customer lists, financial reports, industrial report, Web site listings of customers, Search Results Pages, and Referral Pages.

21. COMPLIANCE WITH LAWS AND REGULATIONS

21.1 Both parties hereto shall comply with all laws, rules and regulations of any Authority which are now or may in future become applicable to the business including but not limited to the provisions in Money Laundering and Terrorism Financing Act 2001 and any amendments and modifications thereof.

22. TAXES

22.2 All taxes profit /property gains made or secured by DYXY shall be the sole responsibility of DYXY and shall be borne and paid by DYXY to the relevant authorities. All taxes on profit / income made or secured by YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee shall be the sole responsibility of YOU and/or DYXY’s Account Holders and/or DYXY’s Li- censee and shall be borne and paid by YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee to the relevant authorities.

23. SPECIFIC PERFORMANCE

23.1 Each party hereto shall be entitled to the remedy of specific performance of this Agree- ment against each and another for the purpose of enforcing their rights and liabilities under this Agreement.

24. SETTLEMENT OF DISPUTES

24.1 If any dispute or difference of any kind whatsoever shall arise between the parties in connection with or arising out of the Contract, the matter shall in the first instance be referred by the one party to the other either person and/ or legal representative. Such reference shall state that it is made pursuant to this clause. Within fourteen (14) days of receipt of such notice by one party to the other both parties shall meet to discuss the dispute and may pursue and agree an amicable solution of the aforesaid dispute to the satisfaction of both parties to the Agreement.

24.2 If the parties fail to arrive at an amicable solution within thirty (30) days from receipt of the notice served pursuant to sub-clause 24.1 hereof, then the dispute may be referred to the Court of Laws in Malaysia.

25. DOCUMENTS MUTUALLY EXPLANATORY

25.1 All parts of this Agreement and or marketing directions are intended to be correlative and complementary and any obligation imposed by one part and not mentioned in another shall be performed to the same extent and purpose as though required by all. The misplacement, addition or omission of a word or character shall not change the intent of any part of the Agree- ment from that set forth by the Agreement as a whole. In the event of ambiguities or discrep- ancies between documents the same shall be explained and adjusted by YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee who shall thereupon issue to DYXY’s instructions directing in what manner the Agreement is to be carried out.

26. LANGUAGE

26.1 The ruling language of the Contract shall be the English language. Any translation wheth- er in Bahasa Malaysia or Bahasa Indonesia served only as a guidance.

27. FORCE MAJEURE

27.1 Except as to the timely payment by YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee of the purchase price of PRODUCTS purchased by it under this Agreement, no failure or omission to carry out or observe any of the terms, provisions, or conditions of this Agreement will give rise to any claim by one party against the other, or be a breach of this Agreement, if the same is caused by or arises out of one or more of the following conditions: acts of God; acts, regulations or laws of any government; war; civil commotion; destruction of facilities or materials by fire, earthquake or storm; labor disturbance; epidemic; failure of public utilities or of suppliers; or any other event, matter or thing wherever occurring and whether or not of the same class or kind as those set forth above, which is not reasonably within the control of the affected party. However, the parties will endeavor to avoid, remove, or cure all such conditions as soon as is reasonably feasible.

28. CHOICE OF LAW AND JURISDICTION

28.1 This Agreement shall be governed by and construed and enforced in accordance with the laws of Malaysia and the parties hereto agree to submit to the Malaysian courts of law.

29. SPECIAL PROVISIONS APPLICABLE TO USERS OUTSIDE MALAYSIA

29.1 DYXY strives to create a global community with consistent standards for everyone, but we also strive to respect local laws. The following provision applies to users and non-users who interact with DYXY outside Malaysia: YOU and/or DYXY’s Account Holders and/or DYXY’s Li- censee have consented to have your personal data transferred to and processed in Malaysia.

30. NOTICES

All notices required to be given hereunder shall be deemed to have been sufficiently served and/ or read and/ or delivered for all purpose therein if sent through Whatsapp group chat and/ or DYXY hub and/ or site and/ or email within 72 hours/days from the date of it is delivered and it is Your duty to kept updated about the new updates, marketing directions and/ or notices which were sent via the abovementioned means.

31. COMPLETE AGREEMENT

31.1 This Agreement constitutes the entire contract between DYXY and You. All prior or contemporaneous agreements, proposals, understandings and communications between or involving DYXY and You are replaced in their entirety by this Agreement, except that this Agreement shall not relieve either party from making payments which may be due and owing under any agreements or contract made prior to the date hereof. This Agreement may be amended only by a written instrument executed by authorized representatives of DYXY. Other guidelines, marketing directions and notices related to this agreement are complementing this agreement and they will be considered as part of this agreement. In the event of conflict and/or discrepancies between the terms of this agreement and other guidelines marketing directions and notices the former shall prevail.

32. SEVERABILITY

32.1 Each clause hereof shall be deemed to be independent and the invalidity of any such clause which may be unenforceable as contrary to the principles of law shall not affect the validity of any other clause of this Agreement.

33. NON-WAIVER

33.1 No failure or delay on the part of any party hereto in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right or power preclude any other or further exercise thereof or the exercise of any other right or power herein.

34. MUTUAL AGREEMENT

34.1 In entering into this Agreement, the parties hereto recognize that it is impracticable to make provision for every contingency that may arise in the cause of the performance thereof.

Accordingly, the parties hereto hereby declare it to be their intention that this Agreement shall operate between them in accordance with the principles of good faith with fairness and without detriment to the interests of any of them and if in the course of performance of this Agreement unfairness to any party is disclosed or anticipated then the parties hereto shall use their best endeavour to agree upon such action as may be necessary and equitable to remove the cause or causes of the same.

35. AMENDMENTS

35.1 No amendment, modification, variation, revocation, cancellation, rescission, substitution or waiver of, or addition or supplement to any of the provisions of this Agreement shall be effective unless it is in writing and duly signed by the authorized representatives of DYXY and fully received by YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee including and not limited to other guidelines, marketing directions and notices.

36. SURVIVAL OF RIGHTS

36.1 Termination of this Agreement for any cause shall not release any party hereto from any liability which at the time of termination has already accrued to the other party hereto or which thereafter may accrue in respect of any act or omission prior to such termination.

37. COUNTERPARTS

37.1 This Agreement is signed in two identical counterpart originals each of which is to be considered the original.

38. NOTICES

38.1 Messages and Notices from DYXY

(a) It is a condition of your use of the Distribution Program that YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee agree to receive messages or notices from DYXY relating to program via the internet or otherwise, including your cell phone or any other communication devices.

(b) Should YOU and/or DYXY’s Account Holders and/or DYXY’s Licensee at any time wish to discontinue receiving these messages from DYXY then you can do so by cancelling your DYXY Account and discontinuing your use of the Distribution Program.

39. SERVICE OF DOCUMENTS

39.1 Any notice, request or demand required to be served by either party hereto to the other

under this Agreement shall be in writing and shall be deemed to be sufficiently served:-

(a) If it is sent by the party or his solicitors by registered posts Email, facsimile or any other electronic means including any Internet Applications addressed to the other party’s address hereinbefore mentioned and in such case, it shall be deemed to have been received within three (3) days after postings or in case of electronic communications, at the time of sending such notice; or

(b) If it is given by the party or his solicitors by hand to the other party or his solicitors.

40. STAMP AND SOLICITORS FEE.

40.1 The stamp and registration fee for this Agreement shall be borne and paid by YOU and/ or DYXY’s Account Holders and/or DYXY’s Licensee.

41. APPENDIX

41.1 Any Appendix hereto shall form part of this Agreement and shall be read, taken and construed as an essential part of this Agreement.

42. TIME OF THE ESSENCE

42.1 Time shall be the essence of this Agreement.

43. PERSONS TO BE BOUND BY THIS AGREEMENT.

43.1 This Agreement shall be binding upon the DYXY Distributors and/or Licensee including Sub Licensee, Drop Shippers, and/or any person and/or body with the intention to Distribute and/or sell DYXY Products and also binding upon liquidators, successors in title and permitted assigns of the both parties hereto.

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PERNYATAAN PENGAKUAN DAN PERJANJIAN PEMOHON

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