DEBI Platform Terms of Use

The Digital Employee Benefit Innovation ("DEBI") platform (hereinafter referred to as "the Platform") is a health insurtech platform that enables health insurance services to be provided to users. The Platform aims to shift focus on treatment to preventive care and wellness management with the use of technologies and ecosystem. Users of the Platform will have access to health, financial, insurance and wellness benefits from DEBI's benefits panel of doctors, hospitals, clinics, pharmacies, robo-advisor, insurers and various wellness partners ("DEBI Benefits Panel").

By using the Platform, corporate subscribers and its employees ("User") (hereinafter collectively referred to as "you") agree to be bound by the following Terms of Use (as modified from time to time), so that you are aware of your legal rights and obligations with respect to Fermion Labs Sdn. Bhd. and Fermion Labs' Affiliates i.e. our subsidiaries, associated companies or jointly-controlled entities (hereinafter referred to as "Fermion Labs", "we", "our" or "us"). Fermion Labs shall have the right to modify, update or amend this Terms of Use at any time by placing the updated Terms of Use on the Platform. By continuing to use the Platform or its services, or products or services relating to insurance, financial, wellness and health, offered from time to time ("Offerings") through the Platform following any of the modifications, updates or amendments to this Terms of Use, you signify your acceptance of such modifications, updates or amendments. Please read this Terms of Use carefully before using the Platform. In the event that you do not agree to or accept this Terms of Use, you should immediately cease any usage of or access to the Platform.

Terms of Use

1. Fermion Labs, as the owner and operator of the Platform, may at its sole discretion permit your registration, access and use of the Platform using your user identifier ("Username") and your password.
2. You hereby undertake to keep your Username and password confidential and that no person other than yourself shall be permitted or shall have access or knowledge of your Username and password.
3. You are required to inform Fermion Labs if your Username and/or password becomes invalid or ceases to have effect; or if you suspect that your Username and/or password has been accessed by any unauthorized person. To the extent permitted by law, Fermion Labs shall not be liable in the event that the security and confidentiality of your Username and/or password has been compromised and all the activities that occur under your Username and/or password even if such event or activity is not were not committed by you and it will be your full responsibility and risk entirely each time your access to the Platform.
4. You agree to only use the Platform for a lawful purpose and for the purpose of which it is intended to be used and will not copy, distribute or modify the any of the content provided on the Platform without written permission from us.
5. To the fullest extent permissible pursuant to applicable law, all the information and materials on DEBI Benefits Panel provided on the Platform are provided on "as is" basis and without warranties of any kind either expressed or implied and Fermion Labs disclaim all warranties, expressed or implied, including, but not limited to, implied warranties of the Platform or its functionality contained therein will be available, accessible, uninterrupted, secure or error free, merchantability and fitness for a particular purpose for all Offerings on the Platform as all Offerings transacted are subject to warranties provided by the DEBI Benefits Panel. Any dispute regarding the Offerings shall be resolved between you and the DEBI Benefits Panel directly and to the maximum extent permitted by applicable law, you shall release Fermion Labs from any and all claims and demands and damages arising from such dispute. In the event that such release is not permitted by applicable law, Fermion Labs' liability in this regard shall be limited to a full refund of DEBI Kesh paid for the Offerings in cases where it deems appropriate in this absolute discretion.
6. All points earned and accumulated by the User reflected on the Platform ("DEBI Kesh") issued to your account has a validity period generated by the Platform which cannot be extended nor converted into cash at any time. Details of all DEBI Kesh issued and all transactions conducted by you on the Platform shall be treated as correct and conclusive between you and us. We reserve the right at any time, to do the following:
   1. change the manner in which DEBI Kesh are earned, credited or accumulated;
   2. revoke, adjust or recalculate number of points required to redeem any Offerings (including how such Offerings may be redeemed);
   3. modify the qualifications and eligibility for earning DEBI Kesh;
   4. add, limit, change, replace, cancel, withdraw or remove any benefit or incentive provided on the Platform; and/or
   5. adopt or implement any legal requirement, decision, recommendation, regulatory guidance or standard of any court, tribunal or regulator.
7. A User's access to and usage of the Platform shall follow the subscription agreement entered into between the corporate subscriber and us and shall terminate on the last day of the User's employment and/or on a date prescribed by the corporate subscriber, whichever is the earlier. Upon termination of subscription, all DEBI Kesh accrued in the User's account shall be forfeited absolutely despite its validity date. However, in the event that the User wishes to continue with using the Platform, the User may file a written request with us of at least one (1) month before the date of the User's last day of employment with the corporate subscriber and any approval for continued access or usage shall be at our sole discretion and subject to any terms and conditions (including payment of a subscription fee) to be mutually agreed by us and the User.
8. Fermion Labs is the owner of all Intellectual Property (as defined herein) on the Platform, except as provided under paragraph 9 below. You are given a non-exclusive, limited, revocable, non-transferable, non-assignable and personal license to use the Platform for the duration of your access or usage of the Platform. While we use reasonable efforts to include accurate and up-to-date information on the Platform, we make no warranties or representation as to the accuracy of the content of the Platform and shall under no circumstances be liable to you for any direct, incidental, consequential, indirect, or punitive damages that result of the use of, or the inability to use, the materials on the Platform, even if we have been advised of the possibility of such damages. We will also not be liable for any loss, death, injury, claim or damage suffered or incurred as direct or indirect result of you using the Offerings provided by the DEBI Benefits Panel on the platform, including any changes or cancellations caused by DEBI Benefits Panel withdrawals or discontinued DEBI Benefits Panel services and the extent of our liability shall be in accordance to paragraph 5 above.
9. Except as otherwise provided in paragraph 8 above, any other content provided in relation to the Offerings are provided by third-party content providers and Fermion Labs shall not be held responsible for any opinion, advice, statements, services, offers, or other information expressed or made available by the respective third-party content.
10. All trademarks, service marks, trade names and logos, data, copyright materials, features (collectively "Intellectual Property") used on the Platform are proprietary to Fermion Labs. This Terms of Use does not grant you with any license or rights to use such Intellectual Property or claim any rights to it. You agree that you shall not post, distribute or reproduce in any way any of our Intellectual Property or any other proprietary information belonging to us without obtaining our prior consent.
11. We reserve the right to terminate, suspend or deactivate, in whole or in part, your access to and right to use the Platform, including any transaction(s), points and/or forfeit the accumulated points, upon the occurrence of one or more of the following, which include (but are not limited to):
    1. if we detect or suspect any unusual, irregular, suspicious, fraudulent or unauthorised use or activity or any conduct/misconduct;
    2. if we believe that you are abusing or misusing the DEBI Kesh or any services or Offerings provided on the Platform;
    3. if you purchase any of the Offerings with the intention of reselling for commercial purpose;
    4. if you are deceased; or
    5. if you are found to be in breach of any of the terms stipulated herein.
12. You confirm that your participation of the activities provided on the Platform from time to time is voluntary and you have sought all necessary consultations (whether medical or otherwise) prior to your participations of the activities and you shall not hold Fermion Labs responsible in any way for any claims relating to health or medical-related injuries, complications, discomfort which may or may not result in any personal or property damage, paralysis, disability and/or death through your participation as provided in this paragraph 12.
13. You agree that any information provided on the Platform relating to financial Offerings shall not be construed as an invitation or inducement to purchase the financial Offerings and we shall not be responsible for such content or information provided on the Platform. We do not provide any financial advisory services or representation in relation to the financial Offerings and Users considering any investments in the financial Offerings should seek independent professional advice prior to making any investment decision.
14. You agree that any information provided on the Platform relating to medical and health related Offerings is not intended to be, and shall not be considered in any way to be, medical or health advice. If you experience any medical or health issues or related emergencies, please discontinue use of the Platform immediately and consult with a medical or healthcare professional. Please consult your medical or healthcare professional before any usage of the Platform, especially if you have any pre-existing medical or health condition.

General

1. This Terms of Use shall be governed by the laws of Malaysia and by using the Platform, you agree to submit to the exclusive jurisdiction of Malaysian courts.
2. No joint venture, partnership, employment, or agency relationship exists between you, us or any third-party provider as a result of this Terms of Use or use of the Platform.
3. If any provision of this Terms of Use is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. This shall, without limitation, also apply to the applicable law and jurisdiction as stipulated above.
4. Our failure to enforce any right or provision in this Terms of Use shall not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. This Terms of Use comprises the entire agreement between you and us and supersedes all prior or contemporaneous negotiations or discussions, whether written or oral (if any) between the parties regarding the subject matter contained herein.
5. This Terms of Use as modified from time to time is solely for your benefit and not for any other individual or entities and may not be assigned by you without our prior written approval but may be assigned without your consent by us and we reserve all rights to do so therein.
6. You acknowledge that you have been made aware of Silverlake's (the ultimate parent company of Fermion Labs) Anti-Bribery and Anti-Corruption Policy. You/we shall, and shall procure that you/we, your/our directors, officers, employees, independent contractors, representatives, agents and any other persons acting on your/our behalf (collectively, "Associates") shall:
   1. perform your/our obligations under this agreement in accordance with all applicable laws, statutes, regulations, guidelines, codes and other requirements of the Malaysian Anti-Corruption Commission Act 2009 ("MACC Act") and with the applicable anti-bribery and anti-corruption laws of the territory in which you/we conduct business ("Relevant Requirements");
   2. not offer, promise, give, authorise, solicit or accept any undue pecuniary or other advantage of any kind throughout the course of this Terms of Use; and
   3. at all times, in connection with and throughout the course of this Terms of Use being in force, comply with and take reasonable measures to ensure that your/our Associates subject to your/our control or determining influence, will comply with the Relevant Requirements.
   You/we represent and warrant that as at the date of your acceptance of this Terms of Use, you/we have not been convicted of any offence under the Relevant Requirements, and is not aware that any of your/our Associates have been convicted of any offence under the Relevant Requirements. You/we shall have the right to terminate this agreement immediately upon written notice to us/you, in case we/you are in breach of your/our obligations under this paragraph.
7. Any notice given by you to us (such notice shall be deemed given when received us) shall be by way of letter sent by courier or registered mail to us using the contact details as provided on the Platform.