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1.	Services to be provided by instantOfficeTM
	instantOfficeTM provides business application software for use by businesses. These applications reside on instantOffice's main data center, kept in operation and maintained by instantOfficeTM, and are accessed by the Subscriber via the Internet, dial-up line, or leased line. These application software are provided as instantOfficeTM Application Services to the Subscriber for a subscription fee based on the Subscription package selected by the Subscriber. The instantOfficeTM features are specified in the Subscription Package Brochure.

2.	Access to application services
	instantOfficeTM is made available to the Subscriber from the instantOfficeTM Website solely for computerisation of the Subscriber internal business purposes. The Subscriber can get access to instantOfficeTM Website at www.io2io.com either via the Internet, dial-up connection, or via a leased line directly to the instantOfficeTM Website. (a) instantOfficeTM will create a completely private and secured company database and operating environment dedicated to the Subscriber (Subscriber Company) with one Subscriber Company Administrator log-in account (Master ID) and password that will allow the Subscriber to create additional Registered Users (User ID) of the Subscriber Company to access and use the Application Services. (b) The Subscriber is responsible for ensuring that its Registered Users take all reasonable steps to safeguard their User ID and password and uses only the User ID that has been allocated to them, and that no other person uses such User ID, and that at any one time there is only one person using the User ID concurrently. instantOfficeTM may assume that any person accessing or using the Application Services using those User ID are the Registered User of the Subscriber. (c) instantOfficeTM merely provides the Application Services for the Subscriber and who ever customers and business partners the Subscriber grants the rights to use pertaining to the business transactions; however, instantOfficeTM is not involved in the actual transactions between the Subscriber and its customers and business partners. The Subscriber and whoever the Subscriber grants the rights to use the Application Services assume responsibility for, and acknowledge and agree that instantOfficeTM has not responsibility for and indemnify and hold harmless instantOfficeTM for and from any loss in any way relating to the business transactions. (d) instantOfficeTM provides communication information including email addresses within its Application Services for private email communication between Registered Users of the Subscriber. instantOfficeTM does not monitor this communication and, as such, shall be indemnified and held harmless by each Registered User for any direct, indirect, incidental, special, or consequential damages arising out of use of communication information including, but not limited to, email and fax communication and document exchange facility with regard to business transactions, or any breach of any warranty of any kind. (e) If the Subscriber becomes aware or have reason to suspect that there has been any unauthorized use of a User ID account that has been allocated to one of its Registered Users, the Subscriber should notify instantOfficeTM immediately. (f) instantOfficeTM may immediately limit or suspend access to the Application Services without notice, where instantOfficeTM is of the reasonable opinion that you or any of your Registered Users are using the Application Services for an unlawful or improper purpose.

3.	Subscriber Data
	(a) In providing the Application Services, instantOfficeTM will be required to host and store the Subscriber Data. However, subject to the Privacy Policy, instantOfficeTM will not use the Subscriber Data for any purpose other than providing the Application Services. No part of the Subscriber Data will be disclosed, sold, assigned, licensed or otherwise disposed of by instantOfficeTM to any third party. (b) The confidentiality and integrity of the Subscriber Data is of paramount importance, and instantOfficeTM will endeavour to take all reasonable means to ensure that the Subscriber Data is kept absolutely private and confidential and that only authorised personnel have access to the data and only for the purpose of data backup and performing maintenance of the Application Services, and will not disclose such information to any party unless compel to disclose the information under order, instruction or request of a government or regulatory authority. (c) The Subscriber warrants to instantOfficeTM that the Subscriber is solely responsible for the Subscriber Data, and instantOfficeTM act as a passive conduit for the your online distribution, publication and processing of the information, and that instantOfficeTM reserves the rights to take any action with respect to such information or data as if we believe it may create liability for us or may cause us to lose (in whole or in part) the operation of the Application Services. instantOfficeTM will not be liable to you for any actions that we may take in good faith or upon advice of counsel. (d) Upon termination or expiry of this agreement for any reason, instantOfficeTM will return the Subscriber Data to the Subscriber, or if the Subscriber so elect, destroy it.

4.	Subscriber responsibilities
	(a) The Subscriber is responsible to provide all the necessary personal computers, printers, scanners, communication and networking equipment, and telecommunication facility to access the Application Services and to bear all charges relating to the use of its communication facilities to access and use the Application Services. (b) The Subscriber is responsible to administer the Subscriber Company environment, design, develop and publish its own Website and product catalog, configure and setup whatever necessary in order to use the service, and to ensure that its Registered Users are sufficiently trained and conversant with the use of the Application Services.

5.	Restrictions
	(a) The Subscriber must not copy, modify, enhance or adapt the Application Services; (b) The Subscriber must not reverse engineer or decompile the Application Services or any part of them; (c) The Subscriber must not use or permit the use of the Application Services to provide any form of bureau service or for similar activities that the Subscriber benefits commercially by permitting such use; (d) The Subscriber must not exploit the Application Services otherwise than as permitted under this Agreement; or (e) The Subscriber must not, based on the Application Services, attempt to create any software that has features or functionalities the same as the Application Services.

6.	Services, facilities and support
	(a) Service availability Specification: instantOfficeTM will provide the Application Services available on a 24x7 hour basis, including public holiday, except on scheduled Maintenance Downtime which all Subscribers will be informed prior to the maintenance. (b) Internet data centre ("IDC") (i) Hosting Facilities: Technical expertise in areas of networking, Internet and systems management - Firewall - UPS for Backup Power Supply - FE-13 Fire Suppression System and Smoke Detectors - 24-hour Air-conditioning System  (ii) Additional Security Measures : Significant security measures have been deployed, and continue to be deployed such as CCTV and card access system (iii) Hardware and OS Support : Service availability will be supported by the IDC staff on the following basis: - 24 x 7 on-call standby support for application hosting of equipment - Hardware diagnosis and trouble-shooting (iv) Other Service Level from IDC :  - Shared high-speed Internet access - Unlimited technical support via e-mail (c) Data backup (i) Specification: instantOfficeTM minimizes loss of productivity and costs by providing backup services by copying important data on a daily, weekly and/or monthly basis, from the servers into the storage media which are then safe-kept on and off-site for a predetermined period before reusing the storage media. (ii) Performance and Service Level: The Subscriber Data shall be backup on a regular basis. (d) iCare service plan (i) Specification: instantOfficeTM will provide customer support and technical assistance for the Application Services via the instantOfficeTM Customer Call Center during regular business hours, between 8.00 a.m. to 6.00 p.m. from Monday to Friday, excluding public holidays (Hours of Support). (ii) Performance and Service Level: During the Hours of Support, instantOfficeTM will provide telephone and email support for your use of the Application Services in the form of consultations, assistance and advice; and respond to any faults in the service or the instantOfficeTM Website by outlining the severity of the fault, the nature of the fault and an outline of the action required to be taken by instantOfficeTM to rectify the fault. instantOfficeTM will take all reasonable commercial effort to response to the Subscriber within half (1/2) an hour from the time the call is received. Resolution of the problem and/ or matter reported will depend on the severity of fault.

7.	Amendments and further terms and conditions
	(a) Use of the Application Services by the Subscriber and its Registered Users will be subjected to further terms and conditions as published in the instantOfficeTM Website (Terms of Service). (b) instantOfficeTM may modify this agreement and the Terms of Service by giving you 30 days notice of such modification. Your use of the Application Services after the effective date of a change constitutes your continued acceptance of the terms of the Agreement. If you do not agree to be bound by the modified terms, you may terminate this Agreement of the use of the Application Services under clause 12(a). (c) In the event of any inconsistency between this agreement and the Terms of Service, the order of priority shall be this Agreement.

8.	Subscription fees, usage charges and renewal
	(a) The Subscriber agrees to pay instantOfficeTM the Subscription Fees for the use of the Application Services and all related Usage Charges for using certain chargeable facilities such as faxes, SMS and voice in accordance with and to the extent provided in the Subscriber's Application Form, which may be amended from time to time and will be effective as with other amendments to the Agreement. All payments are to be made payable to "INSTANT OFFICE SDN. BHD.". (b) The Subscriber is responsible for paying all applicable taxes and duties and for all hardware, software, services and other costs incurred including all communication lines, line installation services, telephone, and transmission services necessary for you to access and use the Application Services. (c) instantOfficeTM will bill the Subscriber in two separate billing cycles: (i) Subscription Fees on monthly, quarterly or yearly basis. (ii) Monthly Transaction Fees on Value Added Services which are payable in the next calendar month. Such bills once presented to the Subscriber shall be due for payment within seven (7) days from the date of presentment. When the Subscriber fails to pay any such bill within the seven (7) days instantOfficeTM will charge the Subscriber interest in any outstanding amounts at the rate of 10% per annum calculated monthly from the date on which such payment was due. (d) instantOfficeTM may without prejudice to any other right, discontinue the access by the Subscriber to the Application Services if the Subscriber fails to pay outstanding bills as is provided for in clause 12 below. (e) The use of the Application Services by the Subscriber and its Registered Users shall be reviewed from time to time which review is normally carried out annually by instantOfficeTM and renewed at such terms and conditions as instantOfficeTM shall in its absolute discretion stipulate. Upon successful review, the Subscriber shall execute the renewal Agreement based on the terms and conditions contained therein.

9.	Intellectual property rights
	All content, text, materials, data and other information such as logos, button icons, images, audio clips and software used and displayed on the instantOfficeTM Website are the property of instantOfficeTM and are protected by Malaysian copyright, trademark and other related laws. All trademarks not owned by instantOfficeTM that appear on the site are the property of their respective owners. This agreement does not assign to you any intellectual property rights, whether in the Application Services, the instantOfficeTM Website or otherwise.

10.	Indemnity
	The Subscriber will at all times indemnify and keep indemnified instantOfficeTM and its officers, directors, owners, employees, agents and affiliated bodies for and from any loss, or claim, demand, suit, action or proceeding, by reason of, in any way relating to, or arising out of: (a) any breach of this Agreement by you or your Registered Users; (b) any of the Subscriber Data that is electronically transmitted to instantOfficeTM, processed or generated by the Application Services; (c) any of your Registered Users accessing and using the Application Services in breach of this Agreement and the Terms of Service; (d) any use of the Application Services or access to the Subscriber Data by your customers or trading partners.

11.	Limitations of liability
	To the fullest extent permitted by applicable law, under no circumstances shall instantOfficeTM be liable for: (a) direct damages in excess of one (1) month's Subscription Fee paid by you; or (b) any incidental, special, consequential, exemplary, punitive or other indirect damages whatsoever (including damages for loss of profits, good will, use, data, or other intangibles) arising out of or in any way connected with these terms or the Application Services provided hereunder whether based on contract, tort, negligence, strict liability or otherwise, even if instantOfficeTM or its related parties have been advised of the possibility of such damages.

12.	Suspension and termination
	To the fullest extent permitted by applicable law, under no circumstances shall instantOfficeTM be liable for: (a) The Subscriber may terminate this Agreement at any time after the initial period by giving instantOfficeTM 30 days' written notice. (b) instantOfficeTM may terminate this Agreement or suspend the access to the Application Services immediately on notice to you if: (c) instantOfficeTM may terminate this Agreement or suspend the access to the Application Services immediately on notice to you if: (i) you fail to make any payments due under this Agreement; (ii) you or any of your Registered Users have used the Application Services in breach of this Agreement; (iii) if a war shall break, or if a state of emergency shall be declared by the government authority; or (iv) the Subscriber is dissolved or become insolvent or subject to any form of insolvency administration. (d) In the case of any termination, you agree to continue to abide by the provisions of this Agreement, which shall remain in full force and effect after such termination, except that the license to use and access to the Application Service shall be terminated, and you shall have no further obligation to pay for the use of the service other than those accrued upon or before such termination.

13.	Events outside a party's control
	To the fullest extent permitted by applicable law, under no circumstances shall instantOfficeTM be liable for: (a) Notwithstanding any other clause of this Agreement, instantOfficeTM will not be liable for any failure to fulfil any term of this Agreement where that fulfilment is delayed, prevented, restricted or interfered with for any reason outside the party's control. (b) The party unable to perform its obligation must: (i) notify the other party promptly of any delay referred to in clause 13(a) above; and (ii) use its reasonable efforts to resume performance in accordance with this Agreement as soon as possible. (c) If any condition or warranty is implied into this Agreement under any applicable legislation and cannot be excluded, to the extent permitted by law the liability of instantOfficeTM for breach of the condition or warranty is limited to the total amount of Subscription Fees, less the total amount of Usage Charges, paid by the Subscriber to instantOfficeTM.

14.	Dispute resolutions and arbitration
	Any controversy or claim arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the Malaysian Arbitration Act 1952. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated with any claim or controversy of any other party. The arbitration shall be conducted in the Malaysian Arbitration Center, and judgment on the arbitration award may be entered in the High Court.

15.	Governing law
	This Agreement shall be governed by Malaysian law in every particular including formation and interpretation and shall be deemed to have been made in Malaysia. Any proceedings arising out of or in connection with this Agreement may be brought in any court of competent jurisdiction in Malaysia.

16.	No resale, assignment and sublicensing
	The Subscriber agrees not to resell, assign, sublicense, otherwise transfer, or delegate its rights or obligations under this Agreement without prior express written authorization of instantOfficeTM.

17.	General
	(a) instantOfficeTM may use the services of subcontractors, partners, dealers and outsourcing companies in the provision of any or all of the Application Services, including training, implementation, and consultancy. (b) Any notice, demand, consent or other communication required under this Agreement will be sufficiently given if in writing and delivered personally, sent by prepaid mail to the addresses of the parties as set out in this Agreement, sent by facsimile or email delivery to the addresses of the parties as notified in writing from time to time, or in the case of a notice from instantOfficeTM to the Subscriber, if the notice is posted to the instantOfficeTM Website, and that you agree to check the instantOfficeTM Website for such notices. (c) This agreement constitutes the entire understanding between instantOfficeTM and the Subscriber to the exclusion of any previous communications, representations or agreements between the parties whether verbal or written and take precedence over the Terms of Service and the Privacy Policy in the event of any inconsistency. (d) If any part of this Agreement is void or unenforceable that part will be severable from and will not affect the enforceability of the remaining provisions.