Thank you for choosing our Carbon Accounting Software Solution offered by Carbon Next Sdn. Bhd. Please make sure that you review and read these terms thoroughly. Please read this software license agreement (“License”) carefully before using Carbon Next software. By using our software, you are agreeing to be bound by the terms of this License.

WHEREAS:
Carbon Next Sdn Bhd is a company incorporated under the Companies Act 1965 having the business address of A3-1-32, Jalan 1/152, Taman OUG Parklane, 58200 Kuala Lumpur, Malaysia.
Carbon Next Sdn Bhd agrees to license the Software to the Customer and the Customer agrees to accept the license of the Software upon the terms and subject to the conditions hereinafter contained.
NOW IT IS HEREBY AGREED as follows:-

1. DEFINITIONS

1.1 In this Agreement, except where the context or subject matter otherwise requires:Terms Meaning
“Agreement” Shall mean this Service Level Agreement between Carbon Next and the Customer “Acceptance Date” Means the date upon which Carbon Next software is first made payment
“Carbon Next Software” Means the Carbon Accounting Software subscribed by the Customer including dashboards, calculations, metric & data, contents, updates, and new releases
“Claim” Means liability and expenses, including reasonable attorneys’ fees and costs, arising out of your use of Carbon Next or breach of this Agreement
“Content” Means the data and materials uploaded, entered, posted or stored in Carbon Next “License” Means the license of Carbon Next granted pursuant to this Agreement
“Carbon Next” Means the creator and licensor of the Software
“Update” Means software updates which has been produced primarily to overcome defects in the licensed Carbon Next
“You” Means the subscriber for Carbon Next software. Can include individual person or the legal entity as identified in the registration process

1.2 Words importing the singular include the plural and vice versa and words importing one gender shall include all other gender.

1.3 Headings are for easy reference only and shall not affect the interpretation of this Agreement.

2. AGREEMENT

2.1 This Agreement shall describe the terms governing the Your use of the Carbon Next software product including dashboards, calculations, metric & data, contents, updates, and new releases. It includes by reference:

• (a) Carbon Next’s Privacy Statement provided to you on the website or provided to you otherwise;
• (b) Additional Terms and Conditions, which may include additional terms and conditions from any third parties; and
• (c) Any terms provided separately to you for Carbon Next, including product or programme terms, ordering, activation, payment terms and etc.

3. CONDITIONS OF LICENSE

3.1 Carbon Next is protected by copyright, trade secret, and other intellectual property laws. You are only granted certain limited rights to install and use Carbon Next.

3.2 As long as You meet any applicable payment obligations and comply with their obligations under this Agreement, Carbon Next shall grant the Customers with a personal, limited, non-exclusive, non-transferrable, revocable license to use Carbon Next software only for the period as stated in of use provided in the ordering and activation terms, as stated in this Agreement or in accordance with Carbon Next’s then-current product discontinuation policies, as updated from time to time, and only for the purpose described.

4. LICENSE GRANT AND RESTRICTIONS

4.1 Carbon Next grants You the following rights provided that you comply with all of the terms and conditions of this Agreement.

4.2 The Subscriber User License where You may:-

• (a) Access Carbon Next software on one internet-connected device and use by one only specific user;
• (b) Access Carbon Next on multiple internet-connected devices (eg: laptop, tablet, smartphones) from multiple-level of users.

4.3 You acknowledge and agree that Carbon Next software is licensed, not sold. You agree not to use, nor permit any third party to use Carbon Next software in a manner that violates any applicable law, regulations or this Agreement. You shall not:-

• (a) Provide access to or give Carbon Next software or any part of Carbon Next software to be used by any third party;
• (b) Reproduce, duplicate, modify, copy, adapt, translate, deconstruct, reverse-engineer, sell, trade, or resell Carbon Next software;
• (c) Transfer your license under this Agreement to any third party;
• (d) Attempt any unauthorised access to any other Carbon Next software that You are not part of;
• (e) Permit any third party to benefit from the use or functionality of Carbon Next software via rental, lease, loan, timesharing, service bureau, hosting service, or any other arrangement; and
• (f) Make Carbon Next software available on any file-sharing or application hosting service.

4.4 All other rights are reserved by Carbon Next. You are not licensed or permitted under this Agreement to do any of the following:-

• (a) Assign or distribute Carbon Next software related materials or create derivative works based on Carbon Next software or any part thereof; and
• (b) To develop any software to interface with Carbon Next.

4.5 If Your company is or substantially all of its assets are, acquired by or merged into another company or sole proprietorship, please contact Carbon Next to request for transfer of your license to a new entity. All license transfer requests are subject to written approval by Carbon Next and may be subject to an administrative fee.

5. LICENSE FEE

5.1 In consideration of the License, You shall pay the License Fee to Carbon Next in the mode and manner as stated below unless Carbon Next notifies You otherwise in writing.

5.2 The payment shall be made on subscription basis. This Agreement also incorporates by
reference and includes programme ordering and payment terms provided to You for Carbon Next:-

• (a) Payments will be billed to you in Malaysian Ringgit, and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for Carbon Next;
• (b) You must pay with one of the following method:
  i) A valid credit card accepted by Carbon Next;
  ii) A valid debit card accepted by Carbon Next; and
  iii) Sufficient funds in a checking or savings account to cover an electronic debit of the payment due; or
  iv) By another payment option that Carbon Next provides to you in writing.
• (c) If your payment and registration information is not accurate, current and complete, and you do not notify us promptly when such information changes, we may suspend or terminate your account, terminate your license and refuse any further use of Carbon Next software

5.3 If You did not notify Carbon Next of updates to your payment method (e.g. credit card expiration date), to avoid interruption of your service, Carbon Next may participate in programs supported by your card provider (e.g. updater services, recurring billing programs, etc.) to try to update your payment information, and you shall authorize Carbon Next to continue billing your account with the updated information that Carbon Next has obtained.

5.4 Carbon Next will automatically renew your subscription subject to the price provided in the contract, unless Carbon Next software is cancelled or terminated under this Agreement.

5.5 Additional cancellation or renewal terms may be provided to You on the website for Carbon Next.

6. PRIVACY AND PERSONAL INFORMATION

You can review Carbon Next’s Privacy Statement provided with Carbon Next and on the website of Carbon Next. You shall agree to the applicable Carbon Next Privacy Statement, and any changes published by Carbon Next. You shall agree that Carbon Next may use and maintain your data according to the Carbon Next Privacy Statement, as part of Carbon Next. You shall give Carbon Next permission to combine information you enter or upload for Carbon Next with that of other users of Carbon Next and/or other Carbon Next services. This means that Carbon Next may use your and
other users’ non-identifiable, aggregated data to improve Carbon Next in future releases or to design promotions and provide ways for you to compare business practices with other users.

7. CONTENT

7.1 You are responsible for your own Content. You grant Carbon Next a royalty-free, non-exclusive license to host and use any Content provided through your use of Carbon Next software. Archive your Content frequently. You are responsible for lost or unrecoverable Content. You must provide all required and appropriate warnings, information and disclosures. Carbon Next is not responsible for the Content or data you provide through your use of Carbon Next software. You shall agree not to use Carbon Next software, nor permit any third party to use, Carbon Next software to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:

• (a) Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind,
  including without limitation conduct that would encourage “flaming” others, or criminal or civil liability under any local, state, federal or foreign law;
• (b) Content that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual’s privacy;
• (c) Except as permitted by Carbon Next in writing, investment opportunities, solicitations, chain
  letters, pyramid schemes, and other unsolicited commercial communications or engage in spamming or flooding;
• (d) Virus, Trojan horse, worm or other disruptive or harmful software or data; and
• (e) Any information, software or Content which is not legally yours, and without permission from the copyright owner or intellectual property rights owner.

7.2 Community Forum

• Carbon Next may include a community forum or other social features to exchange Content and
  information with other users of Carbon Next software and the public. Carbon Next does not support and not responsible for the content in these community forums. Please treat other users in this community forum with respect. Do not reveal information that you do not want to make public.
  Users may post hypertext links to content of third parties for which Carbon Next is not responsible.

7.3 Carbon Next may freely use feedback provided by You

• You shall agree that Carbon Next may use your feedback, suggestions, or ideas in any way, including for future modifications of Carbon Next, other products or services, advertising, or marketing
  materials. You shall grant Carbon Next a perpetual, transferable, sub-licensable, non-revocable, non- revocable, fully paid-up, royalty free license to use the feedback you provide to Carbon Next in any way.

7.4 Carbon Next may monitor your Content

• Carbon Next may but is not obligated to monitor your Content in Carbon Next software. Carbon Next may disclose any information which is necessary to satisfy Carbon Next’s legal obligations, protect Carbon Next or its customers, or operate Carbon Next software properly. Carbon Next may in its sole discretion, refuse to post, remove, or refuse to remove, any content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.

8. ACCEPTANCE

Upon installation of Carbon Next software on the Designated Computer Equipment, You shall be responsible to ensure that Carbon Next software shall be used in accordance with this Agreement.

9. OWNERSHIP

9.1 Carbon Next shall retain ownership of all rights (including without limitation all Intellectual Property Rights), title to and interest in the Software whether in its original or as modified by You during the terms of the License.

9.2 Nothing in this Agreement shall affect the ownership of Carbon Next’s Moral Right(s) in Carbon Next software.

10. ADDITIONAL TERMS

10.1 Carbon Next does not give professional advise

• Unless specifically included with Carbon Next, Carbon Next is not in the business of providing legal, financial, accounting, tax, health care, real estate or other professional services or advice. Consult
  the services of a competent professional when you need this type of assistance.

10.2 Carbon Next shall reserve the right to promote other services provided by Carbon Next

• You may be offered other services, products, or promotions by Carbon Next. Additional terms and conditions and fees may apply. With some Carbon Next Services you may upload or enter data such as names, addresses and phone numbers, purchases, etc., to the Internet. You grant Carbon Next permission to use information about your business and experience to help us to provide the Carbon Next Services to you and to enhance Carbon Next software. You shall grant Carbon Next the permission to combine your business data, if any, with that of others in a way that does not identify you or any individual personally. You also shall grant Carbon Next permission to share or publish summary results relating to research data and to distribute or license such data to third parties.

10.3 Communications

• Carbon Next may be required by law to send you communications about Carbon Next or Third Party Products. You shall agree that Carbon Next may send these communications to you via email or by posting them on our websites.

10.4 You shall manage your own password and accept updates

• You are responsible for securely managing your password(s) for access to Carbon Next software and to contact Carbon Next, if you become aware of any unauthorized access to your account. Carbon Next software may periodically be updated with tools, utilities, improvements, third party
  applications, or general updates to improve Carbon Next software. You agree to receive these updates.

10.5 Registrations; Other restrictions

• Carbon Next software includes required registration, so you agree that You must register Carbon Next software with Carbon Next within the amount of time specified by Carbon Next, otherwise you will not be able to continue to use of Carbon Next software. You agree to keep your registration information accurate and complete and promptly update your registration data with us as necessary to keep it accurate, current and complete. We protect your registration information according to our privacy policies relating to Carbon Next product You subscribed. Enabling others to use your license number(s), product number(s), and validation number(s), if any, is strictly prohibited.

10.6 Software updates and Programmes

• If and when You connect to the Internet and use Carbon Next software, Carbon Next may also include updates in the transmission or install programs You may have requested. Carbon Next may also gather certain kinds of information, in aggregate and non-aggregate form. Information in non- aggregate form will be specific to You and your business, which Carbon Next will use to improve Carbon Next software in future releases and/or other Carbon Next products, better customize your experience with Carbon Next software in future releases, and present You with improved Carbon Next marketing offers. All data collected will be used in accordance with Carbon Next’s Privacy Policy.

10.7 Help and support

• Carbon Next may use a variety of methods (e.g., in-product, Internet, chat, e-mail and phone) to provide technical support and customer service in connection with Carbon Next and Carbon Next Services. The terms and conditions governing the offering of this support, some of which require the payment of an additional fee, are subject to change as announced by Carbon Next from time to time for the most up-to-date information relating to this support and any associated charges, as well as updates to Carbon Next. By using Carbon Next support, You authorize Carbon Next to collect certain company data files in order to provide You with a better customer support experience.

10.8 In The Event of Bankruptcy

• In the event that Carbon Next has declared bankrupt, we will ensure the users continue to have access to their Carbon Next software account and carbon accounting data for at least one (1) month. This will provide the users to have sufficient time to back-up their data.

10.9 Dormant Account

• If there is no login for more than three (3) months, Carbon Next remain the rights to de-activate the account.

11. DISCLAIMER OF WARRANTIES

Your use of Carbon Next software and content is entirely at your own risk. Carbon Next disclaim all warranties and duties of any kind whatsoever, whether express or implied, including, without limitation to, those for defects in media or materials, non-infringement, interference of enjoyment, title, data loss, the accuracy, reliability, quality or content, fitness for a particular purpose, merchantability, workmanlike effort and/or lack of negligence. Carbon Next does not warrant that Carbon Next software is secure, free from bugs, viruses, interruptions, errors, theft or destruction. If the exclusions for the implied warranties do not apply to You, any implied warranties are only limited to thirty (30) days from the Acceptance Date.

12. LIMITATION OF LIABILITY AND INDEMNITY

12.1 To the maximum extent permitted by applicable law, the entire liability of Carbon Next for all claims relating to this Agreement shall be LIMITED to the amount that You have paid for Carbon Next during the twelve (12) months prior to such claim. Subject to applicable law, Carbon Next is not liable for any of the following: (A) indirect, special, incidental, punitive or consequential damages; (B) damages relating to failures of telecommunications, the internet, electronic communications,
corruption, security, loss or theft of data, viruses, spyware, loss of business, revenue, profits or investment, or use of software or hardware that does not meet Carbon Next’s software system requirement. The above limitations shall apply even of Carbon Next has been advised of the possibility of such damages.

12.2 You shall agree to indemnify and hold Carbon Next harmless from any and all Claims. Carbon Next shall reserve the right, in its sole discretion and at its own expenses to assume the exclusive defence and control of any Claims. You shall agree to reasonably cooperate as requested by Carbon Next in the defence of any Claim.

13. AMENDMENT

Carbon Next shall reserve the right to make any amendment in this Agreement at any time, and the amendment shall be effective upon the publication of the amendment on Carbon Next’s website for Carbon Next software or when Carbon Next notified You by other means. We may also change or discontinue Carbon Next software, in whole or in part. Your continuation of use of Carbon Next software shall indicate your agreement to the amendment made by Carbon Next.

14. MODIFICATIONS

The Customer shall not modify the whole or any part of Carbon Next software or combine or
integrate or incorporate the whole or any part of Carbon Next software in any other computer programme or system without the prior consent in writing of Carbon Next.

15. TERMINATION

Carbon Next may immediately, in its sole discretion, and without notice terminate Carbon Next software if You fail to comply with this Agreement or if You no longer agree to receive electronic communications. Upon termination You must immediately stop using and delete or destroy all copies of Carbon Next software and any outstanding payments will become overdue. Any termination of this Agreement shall not affect Carbon Next’s right to any payments due to Carbon Next.

16. ENTIRE AGREEMENT

This Agreement supersedes all prior agreements, arrangements, understandings and undertakings between the parties and constitutes the entire agreement between the parties relating to the Carbon Next and the Licence granted hereunder.

17. NOTICE

17.1 All notices, demands, and other communications to be made to Carbon Next which are required to be given under this Agreement shall be in writing and shall be sent by hand, registered post or facsimile to Carbon Next and address of the Carbon Next is set out below. Any Notices may be delivered by-hand or prepaid registered post or facsimile to:

Carbon Next Sdn Bhd, A3-1-32, Jalan 1/152, Taman OUG Parklane, 58200 Kuala Lumpur.

18. ASSIGNMENT

18.1 You shall not assign, whether in whole or in part, the benefit of this Agreement or any of its rights or obligations hereunder, without the prior written consent of Carbon Next.

18.2 Carbon Next may assign or transfer the License without your consent to (A) an affiliate, (B) a company through a sale of asset by Carbon Next or (C) a successor by merger.

18.3 Any assignment in violation of Clause 18.1 and Clause 18.2 shall be void.

19. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of Malaysia.

20. WAIVER

No forbearance, delay or indulgence by a party in enforcing the provisions of this Agreement shall prejudice or restrict the rights of that party in relation to any other provision of this Agreement, nor shall any waiver of such right operate as a waiver of any subsequent breach of the same provision by the other party.

21. SEVERABILITY

Should any part of this Agreement be or become invalid, that part shall be severed from this Agreement. Such invalidity shall not affect the validity of the remaining provisions of this Agreement which shall continue in full force and effect and be valid and binding on the parties.

22. DISPUTE RESOLUTION AND ARBITRATION

22.1 All disputes, controversies or differences which may arise between the parties in respect of this Agreement shall be settled amicably through mutual consultation or mediation.

22.2 In the event that the parties fail to resolve any controversies over the interpretation of or any dispute arising out of this Agreement or anything incidental thereto, these matters shall be resolved by arbitration which shall be final and binding upon the parties.

22.3 The arbitration shall be held in Kuala Lumpur, Malaysia in accordance with the Rules of Arbitration for the Kuala Lumpur Regional Centre for Arbitration for the time being in force which rules are deemed to be incorporated by reference to this clause. The tribunal shall consist of one (1) arbitrator to be appointed by the Chairman of the Kuala Lumpur Regional Centre for Arbitration. The arbitration shall be conducted in English.

23. FORCE MAJEURE

23.1 If by any reason of any event of force majeure, any of the parties to this Agreement is delayed in or prevented from or hampered in performing any of its obligations under this Agreement, then such delay or non-performance shall not be deemed to be a breach of this Agreement. In such an event, the obligations of the party so affected by the force majeure event shall be suspended during the period of such force majeure event, and the affected party shall use all reasonable endeavours to minimise and reduce any period of suspension occasioned as aforesaid.

23.2 For the avoidance of doubt, a force majeure event shall include, but shall, not be limited to acts of God, acts or omissions of any government or any rules, regulations or orders of any
governmental authority or any officer, department, agency or instrument thereof, fire, storm, flood, earthquake, accident, acts of public enemy, war, rebellion, insurrection, riot, invasion, strikes,
industrial disputes or lockouts, or anything regarded as being beyond the control of the party in question.

Carbon Next Sdn. Bhd. All rights reserved.
Date: As of January 2024