1.1 Subscribed Services
RAM grants to the Subscriber the non-exclusive, non-transferable right to access and use the RAM RATING RATIONALE (ONLINE SUBSCRIPTION) Services (“Subscribed Services”) and provide the Subscribed Services to the Subscriber and its authorised user(s) (“Authorised User(s)”), subject to the terms and conditions (“T&Cs”) stated herein.
1.2 Authorised User(s)
Unless otherwise stated or permitted by RAM, the Subscriber shall nominate only ONE Authorised User per subscription. The term “Subscriber” in these T&Cs shall also include, wherever applicable, its Authorised User(s). Each Subscriber may: a) access, search, browse and view the Subscribed Services; and b) print, download and store a reasonable portion of individual items from the Subscribed Services, for the exclusive use of the Subscriber.
1.3 Restrictions on Use of Subscribed Services
Except as expressly stated in these T&Cs or otherwise permitted in writing by RAM, the Subscriber may not: a) abridge, modify, translate or create any derivative work based on the Subscribed Services; b) remove, obscure or modify in any way any copyright notices, other notices or disclaimers as they appear in the Subscribed Services; or c) substantially or systematically reproduce, retain or redistribute the Subscribed Services.
1.4 Intellectual Property Ownership
The Subscriber acknowledges that all rights, titles and interests in and to the Subscribed Services remain with RAM, except as expressly set forth in these T&Cs, and that the unauthorised redistribution of the Subscribed Services could materially harm RAM. All of RAM’s information, data, software, functionality and services are proprietary and protected by copyright laws and other intellectual property laws.
1.5 Names and Marks
The Subscriber shall not use any of RAM’s or its affiliates’ trademarks, trade names or service marks in any manner that creates the impression that such names and marks belong to or are identified with the Subscriber, or that the Subscriber is associated with or licensed by RAM or its affiliates to use such names or marks, and the Subscriber acknowledges that it has no ownership right in or to any of these names or marks. Neither party may use the trademarks, trade names or service marks of the other party in marketing materials, other than in a list of customers, without the other party’s written consent.
2.1 Access to Subscribed Services
RAM will make the Subscribed Services accessible to the Subscriber from the Internet address at www.ram.com.my.
2.2 Quality of Service
RAM will use reasonable efforts to provide the Subscribed Services with a quality consistent with industry standards, and the Subscriber agrees and declares that THE SUBSCRIBED SERVICES ARE PROVIDED “AS IS” AND RAM EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND TO THE EXTENT PERMITTED BY APPLICABLE LAW WITH REGARD TO THE SUBSCRIBED 2 SERVICES AND ANY OTHER DATA, DOCUMENTATION OR MATERIALS PROVIDED IN CONNECTION WITH THE SUBSCRIBED SERVICES, INCLUDING BUT NOT LIMITED TO ANY ERRORS, INACCURACIES, OMISSIONS, OR DEFECTS CONTAINED THEREIN, AND ANY IMPLIED OR EXPRESS WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
2.3 Withdrawal of Content
RAM reserves the right to withdraw, amend and change the contents of the Subscribed Services.
2.4 Usage Data Reports
RAM has the right to monitor the Subscriber’s usage activity, accessible online for the purpose of usage analysis of the Subscriber.
Access to the Subscribed Services will be authenticated by the use of Internet Protocol (“IP”) address(es) and/or usernames and passwords.
3.2 Protection from Unauthorised Access and Use
The Subscriber will use reasonable efforts to:
3.3 In the event of any unauthorised use of the Subscribed Services, RAM may suspend the access and/or require that the Subscriber suspend the access from where the unauthorised use occurred, upon notice to the Subscriber.
4.1 The Subscribed Services will be made available, provided all subscriber fees and applicable taxes have been paid.
4.2 The currency of account and currency of payment for any sum to be paid by the Subscriber to RAM will be Ringgit Malaysia.
4.3 The Subscriber waives any right it may have at any time in any jurisdiction to pay any sum DUE in a currency unit other than that in which it is expressed to be payable under this clause.
4.4 The Fees will be exclusive of any goods and services tax, service tax, value-added or consumption tax from time to time imposed on the supply of the Subscribed Services. The Subscriber will be liable for any such taxes in addition to the fees.
4.5 For the purposes of payment of the good and services tax imposed under the Goods and Services Tax Act 2014 of Malaysia, the Subscriber warrants that the facts of its Status Declaration set out in the Subscription Form are true and accurate.
The Agreement will commence on the date of payment of all fees and taxes payable, and shall be valid for a period of one year.
5.2 No Cancellation
No cancellation is allowed.
6.1 The Subscriber shall comply with all applicable laws, rules, regulations and guidelines governing the duties, obligations and business practices of the Parties, including but not limited to compliance with the Malaysian Anti-Corruption Act 2009, Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001, and any subsequent additions, amendments or revisions thereto, and shall obtain all approvals, consents, authorisations and licenses whatsoever which are deemed necessary for its operations.
6.2 The Subscriber shall throughout the course of this Agreement comply with, and take reasonable measures to ensure that any other parties acting on the Subscriber's behalf (including its related companies, associates, affiliates, connected persons and/or employees) comply with all applicable laws, statutes, and regulations relating to anti-bribery and anti-corruption both domestic and foreign. The Subscriber shall maintain in place throughout the term of this Agreement, its own policies and procedures to ensure compliance with anti-bribery and anti-corruption laws, statutes, and regulations. The Subscriber shall immediately report to the relevant authority and to RAM any offer, request, or demand for any undue financial or other advantage of any kind made by or received from RAM or any party acting on behalf of RAM and/or from any officials in the public or private sector, customers, and suppliers (in connection with this Agreement).
7.1 Force Majeure
RAM’s delay or failure to perform any provision of the Subscribed Services and any terms of these T&Cs as a result of circumstances beyond its control (including but not limited to war, strikes, fires, floods, power failures, telecommunications or internet failures or damage to or destruction of any network facilities or servers or unauthorised access to or breach of our server and network facilities) will not be deemed a breach of these T&Cs by RAM.
The invalidity or unenforceability of any provision of these T&Cs will not affect any other provisions of the T&Cs.
7.3 Entire Agreement
These T&Cs contain the entire understanding and agreement of the parties, and replace and supersede any and all prior and contemporaneous agreements, communications, proposals and purchase orders, written or oral, between the parties with respect to the subject matter contained herein.
No modification, amendment or waiver of any provision of these T&Cs will be valid unless in writing and signed by the parties.
The Subscriber will not assign, transfer or license any of its rights or obligations in respect of the Subscribed Services unless it obtains the prior written consent of RAM, the consent of which will not be unreasonably withheld.
All notices given will be in writing and delivered to the party online at RAM’s prescribed website, or in any other permissible manner at the postal address or electronic mail address provided by the Subscriber. The Subscriber agrees to send all notices to RAM at email@example.com.
The Subscriber and its employees, officers, directors and agents will maintain as confidential and not disclose to any non-affiliated third party, without RAM’s prior written consent or except as required by law, the financial terms and commercial conditions of these T&Cs.
7.9 No Partnership
Nothing in these T&Cs shall create or be deemed to create a partnership or the relationship of principal and agent between the parties, and the Subscriber shall have no authority to buy or to make any representation or warranty on RAM’s behalf.
7.10 Governing Law and Venue
These T&Cs will be governed by and construed in accordance with the laws of Malaysia, without regard to conflict of law principles, and the parties irrevocably consent to the exclusive jurisdiction of the courts of Malaysia with respect to any action or suit arising out of or pertaining to these T&Cs.