Date: [6 December 2021]

1. Introduction

1.1 These Terms of Use apply to:

(a) the website at [https://eytaxacademy.ey.com/] and its subdomains (the "Website") and

your use of the Website;

(b) all services, facilities and functionality that are made available or delivered via the

Website, and/or that form part of the online service named at the top of this document,

whether delivered through the Website or an API (Application Program Interface),

including but not limited to software as a service and hosted software, including Restricted

Services (defined in Section 4.3 below) (together, "Online Services"); and

photographs, applications, tools and functionality) published on the Website or made

available through the Website and/or Online Services ("EY Materials").

1.2 This “Agreement” comprises these terms of use (together, this "Terms of Use") and all additional

terms that apply specifically to the Online Services ("Additional Terms"). To the extent of any

conflict, the Additional Terms governing particular Online Services shall take priority over these

1.3 This Agreement governs the Website, Online Services and EY Materials. If you receive

professional or other services from EY, the terms and conditions governing those services will be

contained in the engagement agreement between you and EY ("Engagement Agreement") for

such services ("Other Services"). To the extent of any conflict, this Agreement takes precedence

in relation to the Website, the Online Services and EY Materials except where the Engagement

Agreement expressly refers to the Website, the Online Services and/or EY Materials.

1.4 This Agreement does not apply to:

(a) Any professional services, whether made available through the Website and/or Online

Services or otherwise, that may be provided to you by EY. Such services will be subject

to the terms and conditions of the Engagement Agreement for those services.

(b) Audit Services as defined in a separate audit Engagement Agreement, and the limitations

herein (including those contained in Section 10) are not applicable to any such Audit

Services.

or other communications provided by EY in connection with an Engagement Agreement

(“Reports”), even if such Reports are provided through the Website and/or Online

Services, and such Reports shall not be EY Materials for the purpose of this Agreement.

1.5 This Agreement is a legally binding contract between you - an individual user of the Website, Online

Services and/or EY Materials - and EY. If you access the Website and/or use the Online Services

and/or EY Materials on behalf of an organization such as a company, partnership or other legal

entity ("Organization"), you are also entering this legally binding Agreement on behalf of the

Organization and you represent that you have authority to agree this Terms of Use on behalf of the

Organization, in which case all references to "you" and "your" in all other Sections of this Terms of

Use means both you and the Organization.

1.6 "EY" means Ernst & Young Tax Consultants Sdn Bhd. (Company No. 198901002487 (179793-K)

, a company incorporated in Malaysia and has its registered address at 802, 8th Floor, Block C,

Kelana Square, 17 Jalan SS 7/26, 47301 Petaling Jaya, Selangor Darul Ehsan and having its

principal place of business at Level 23A Menara Milenium, Jalan Damanlela, Pusat Bandar

Damansara, 50490 Kuala Lumpur, Malaysia.

1.7 EY is a member firm in the global network of EY member firms. Each EY Firm is a separate legal

entity. “EY Firm” means an entity that is a member of the network of entities comprising Ernst &

Young Global Limited, EYGN Limited, EYGM Limited, EYGS LLP, EYGI B.V., EY Global Finance,

Inc. and their members and any entity controlled by any such entity, under common control with

any such entity, or controlling such entity, or any corporation, partnership or other business

organization that is a member firm or a subsidiary of such entity, or which is directly or indirectly a

majority owned or controlled subsidiary of such entity.

1.8 Please read this Agreement carefully. By accessing the Website and/or by using any Online

Services and/or EY Materials, you are confirming that you have read, understood and agreed to

this Agreement. If you do not agree to this Agreement or any part of it, you must not use the

Website, Online Services and EY Materials. In these Terms of Use, the word “including” should be

read to mean “including but not limited to”.

1.9 The applicable sub-section of Section Error! Reference source not found. (Geographic Terms)

will apply and will take priority over any conflicting provisions of this Terms of Use.

1.10 You should print a copy of this Terms of Use, and any updates to it, for future reference.

1.11 The applicable privacy notice explains the information that EY collects about users of the Website,

Online Services and EY Materials, and how EY uses that information.

2. Information only

2.1 Except as otherwise agreed in writing, the Website, Online Services and EY Materials are provided

for informational purposes only, are not intended to constitute professional advice or services and

should not be relied on by you. You should consult with EY or another professional advisor familiar

with your particular factual situation for advice before making any decision based on the Website,

Online Services and/or EY Materials. This Section 2.1 is not intended to limit EY’s liability for the

performance of Other Services.

2.2 The Website, Online Services and EY Materials may not be relied on by any third party.

3. EY and other EY Firms

3.1 Insofar as there may be any responsibility on the part of EY, your recourse with respect to any

matter (including but not limited to any obligation of EY) arising in connection with this Agreement

shall be limited to claims against EY. You shall have no recourse, and shall bring no claim or

proceeding, relating to the Website, the Online Services and/or the EY Materials, against:

(a) any EY Firm other than EY; or

(b) any member, shareholder, director, officer, partner, principal or employee of EY or any

other EY Firm (an "EY Person").

4. Security

4.1 In order to access and use certain parts of the Website, Online Services and/or EY Materials, you

need to register.

4.2 Upon your registration, EY may, in its absolute discretion, decide whether or not to accept your

registration.

4.3 EY may allocate to you, or you may be invited to create, usernames, passwords, identification

codes, tokens or other identifiers as part of the security processes that apply to the Website, Online

Services and/or EY Materials ("Login Credentials") and you may need to enter your Login

Credentials each time you wish to access or use any part of the Website, Online Services and/or

EY Materials that are restricted to registered users only ("Restricted Services"). You shall:

(a) keep your Login Credentials confidential;

(b) not disclose your Login Credentials to any other person;

Credentials to access the Restricted Services;

(d) use adequate security procedures to ensure the security of your Login Credentials to

prevent unauthorized access to or unauthorized use of the Restricted Services; and

(e) promptly notify us if you become aware of, or have reasonable grounds to suspect, the

loss, theft or disclosure to any third party or unauthorized use of your Login Credentials

or any other breach of security in relation to your account or the Restricted Services.

4.4 You assume full responsibility for any and all use, unauthorized use and/or misuse of the Restricted

Services by any person using your Login Credentials.

4.5 If EY suspects that unauthorized persons are using your Login Credentials with or without your

knowledge, EY may, with or without prior notice, suspend your access to and use of the Restricted

Services.

4.6 You acknowledge that the Internet is not secure and messages to and from EY may be observed

by a third party while in transit. You understand that EY accepts no responsibility for security of

information on or transmitted via the Internet.

4.7 EY is not liable for any loss, damage or other liability arising from your failure to comply with this

Section 4.

5. Intellectual property

You acknowledge that all intellectual property rights in the Website, the Online Services and EY

Materials belong to EY and EY's licensors.

6. Your use of the Website and Services

6.1 Subject to your compliance with all terms of the Agreement, EY grants you a non-exclusive, non-

transferable, revocable license to access the Website, copy EY Materials strictly in accordance

with Section 6.2 and use the Online Services solely:

(a) for your sole personal and private purposes or internal business purposes (in each case

excluding the purpose of providing services to third parties, unless expressly authorized

by EY in writing), or the internal business purposes of the person who has provided you

access to the Website, EY Materials, and/or Online Services in accordance with this

Agreement; and/or

(b) for the purpose of your or the relevant EY client’s receipt of services from EY under any

Engagement Agreement with EY,

("Permitted Business Purposes").

6.2 You may download and make a reasonable number of copies of any EY Materials solely for

Permitted Business Purposes, provided that:

(a) you do not remove or obscure any copyright or other proprietary notices on EY Materials

or on any copies or downloads made by you;

(b) you ensure that all copies of EY Materials (or copies of extracts of EY Materials) that you

make include, in a prominent place, any copyright and other proprietary notices displayed

on the EY Materials on the Website or on any download of those EY Materials.

6.3 You may not use or exploit the Website, the Online Services or any EY Material for any purpose

except for Permitted Business Purposes.

6.4 You shall not:

(a) use the Website, Online Services, or EY Materials or access to them for any fraudulent or

unlawful purpose or to impersonate any person or entity, or to falsely state or otherwise

misrepresent your affiliation with any person or entity;

(b) interfere with or disrupt the operation of the Website, Online Services or EY Materials or

access to them;

EY Materials or access to them any virus, worm, Trojan horse, time bomb, spyware, or

other computer code, file, or program that is harmful or invasive or that may or is intended

to damage or hijack the operation of, or to monitor the use of, any hardware, software, or

equipment;

(d) restrict or inhibit the ability of any other person to access or use the Website, Online

Services or EY Materials;

(e) modify, adapt, translate or create derivative works of any portion of the Website, Online

Services or EY Materials;

(f) remove, obscure or modify any copyright, trade mark, or other proprietary rights notice

from the Website, Online Services or Website Materials;

(g) use any robot, spider, search/retrieval application or other manual or automatic device to

retrieve, index, “scrape”, “data mine”, or in any way gather data from the Website or

reproduce the Website or circumvent the navigational structure or presentation of the

Website, except that search engines that are publicly available on the internet may copy

materials from the Website solely for the purpose of creating publicly available searchable

indices of the EY Materials (but not caches or archives). EY reserves the right to revoke

this right in respect of any search engine at any time;

(h) attempt to circumvent any security features or access control features on the Website or

in relation to the Online Services or EY Materials;

(i) use the Website or Online Services to send unsolicited emails or unsolicited instant

messages or for file-sharing purposes;

(j) decompile or reverse engineer or otherwise attempt to derive source code for any

application forming part of the Website, Online Services and/or EY Materials except to the

extent that applicable law allows you to do so without EY's consent, and then only for the

limited purpose, and to the extent, allowed by applicable law and provided that you do not

disclose or communicate such source code to any other person; or

(k) frame, link or deep-link the Website to any other website.

6.5 You may not provide access to the Website, Online Services or EY Materials to any other person

or entity, unless you are expressly permitted to do so by EY in writing. You are responsible for all

acts and omissions (including but not limited to any breach of this Agreement) of any other person

or entity to whom you provide access as if they were your own acts or omissions. You may not

systematically provide access to any content, information or data obtained through the Website or

Online Services to any other person or entity.

6.6 You may not, and shall not permit any third parties to, directly or indirectly, export, reexport, or

release the Website, Online Services or EY Materials to any jurisdiction or country to which, or any

party to whom, the export, reexport, or release is prohibited by any US, EU or other law, regulation,

or rule. EY may refuse to provide or allow access to the Website, Online Services, or EY Materials

if EY reasonably believes it could violate any applicable law or regulation.

7. Your content

7.1 EY may provide functionality on the Website or through the Online Services that allows you to post

or upload information, content and/or materials onto the Website and to transmit content or

materials by means of the Website and/or the Online Services ("Your Content").

7.2 EY and the EY Firms may use Your Content to provide you the Online Services and related

services, to comply with regulatory requirements, to check conflicts, for risk management and

accounting purposes and for the provision of internal administrative support. EY and the EY Firms

may collect and use technical usage data, including information about your systems, software, and

usage of the Website and Online Services, to monitor, maintain and improve the Website and

Online Services.

7.3 You warrant that you have obtained all necessary rights, licenses, permissions and that you have

full authority to grant the license set out in Section Error! Reference source not found..

7.4 You shall not upload post, otherwise transmit or provide access through the Website to content

that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene,

invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable, under any

applicable law and in any jurisdiction.

7.5 EY reserves the right to remove, disable access to or edit Your Content without notice if EY

reasonably believes that Your Content may infringe the intellectual property or other rights of any

person or does not comply with Section 7.4.

7.6 You indemnify and hold harmless EY, all other EY Firms and all EY Persons on a continuing basis

against all claims, legal proceedings, losses, damages, costs (including but not limited to legal

costs on a full indemnity basis), expenses penalties and fines that any of them suffer or incur as a

result of:

(a) any claim or claims by any third party that use of Your Content in accordance with Section

Error! Reference source not found. infringes the intellectual property rights or any other

rights of any person; and/or constitutes a breach of confidence; and

(b) any breach by you of Section 7.4.

7.7 The EY Firms may use any feedback you provide for the purpose of improving their services.

8. Links to third party sites and content

8.1 From time to time, the Website and Online Services may include links or access to third party

websites or services. Such links and access are provided for your convenience only and do not

signify that EY endorses such third-party websites or services. EY does not review such third-party

websites or services. Accordingly, you acknowledge and agree that:

(a) EY is not responsible for such websites or services, including but not limited to the terms

on which they are made available and their privacy policies, and EY does not control or

have any responsibility for their content, functionality or availability;

(b) EY makes no representation, warranty or condition, either express or implied, in relation

to any goods or services or information received from such websites or services; and

8.2 If the Website or Online Services permit users to submit questions, comments, suggestions and

the like for use by other users of the Website and/or Online Services, EY assumes no responsibility

for the content or accuracy of any such submissions, nor for any recommendations or opinions that

may be expressed therein, nor for the suitability or applicability to a particular user of any such

submissions.

9. Changes to Terms of Use and Services

9.1 EY may amend this Terms of Use at any time. EY will publish amendments to this Terms of Use

on the Website or Online Service and will inform you about any changes through the Website or

Online Service.

9.2 If EY amends this Terms of Use, the amendments will take effect from the effective date of the

change published on the Website or Online Service. The date on which this Terms of Use was last

updated or amended is shown at the top of this Terms of Use. By continuing to access or use the

Website, Online Services or EY Materials after the date on which the amended Terms of Use are

effective, you are confirming your acceptance of the amended Terms of Use. If you do not agree

to the amended Terms of Use, you must immediately stop using the Website and all Online

Services and EY Materials.

9.3 EY may make changes to the Website and/or Online Services for any reason at any time without

providing notice to you. If EY changes any part of the Website or Online Services for which you

have an active paid-for subscription and such change unreasonably removes material functionality

of the paid-for Online Services you may, within 30 days of such change, terminate your subscription

to such eliminated functionality by written notice to EY and you shall, where applicable, be entitled

to a refund of any fees that you have pre-paid for such eliminated functionality in respect of the

period after termination. Such termination and refund are your sole remedy, and EY’s sole liability,

for any changes to the provision of the EY Materials or changes to the Website or Online Services.

10. Disclaimers of liability

10.1 Nothing in this Agreement is intended to exclude or limit any liability that by applicable law or

applicable professional regulations cannot be excluded or limited.

10.2 Except as provided in the Additional Terms, the Website, Online Services and EY Materials are

provided on an “AS IS” and "AS AVAILABLE" basis. Your use of the Website, Online Services

and/or any EY Materials is entirely at your own risk.

10.3 It is your responsibility to ensure that the Website, Online Services and EY Materials are suitable

for your intended purposes.

10.4 EY gives no warranties, assurances or guarantees:

(a) that access to the Website, Online Services or EY Materials will be uninterrupted, error-

free or compatible with your hardware or software;

(b) that the Website, Online Services, the EY Materials or the servers from which any of them

are made available are free of viruses or other harmful components. You are responsible

for implementing appropriate processes, systems and procedures to protect yourself and

your Organization from this type of issue; or

reliability, accuracy, timeliness or completeness of the Website, the Online Services

and/or the EY Materials.

10.5 Except as expressly set out in this Agreement, all warranties (including but not limited to implied

warranties of merchantability and fitness for a particular purpose or use), terms, conditions and

undertakings, whether express or implied by common law, statute, course of dealing or otherwise

in relation to the Website, Online Services and EY Materials are excluded to the fullest extent

permitted by law.

10.6 You acknowledge and agree that the operation of the Website and the provision of the Online

Services and EY Materials is dependent upon the proper and effective functioning of the internet

and other third-party equipment and services, and that EY does not guarantee and will not be liable

for these in any way.

10.7 Without prejudice to any other exclusions or limitations of liability EY, the other EY Firms and the

EY Persons are not liable to you in contract, tort (including but not limited to negligence), under

statute or otherwise for any loss or damage arising under or in connection with:

(a) your use of or inability to use the Website, Online Services or EY Materials; and/or

(b) any decision or action taken in reliance on the Website, the Online Services and/or EY

Materials.

10.8 EY, the other EY Firms and the EY Persons are not liable to you in contract, tort (including but not

limited to negligence), under statute or otherwise for:

(a) any indirect, consequential, incidental, punitive or special loss or damages;

(b) any loss of revenue or profit or account of profits;

(d) wasted management time;

(e) loss of business opportunity;

(f) loss of anticipated savings; or

(g) damage to goodwill or reputation,

arising out of or in connection with the Website, the Online Services, the EY Materials or this

Agreement or any breach or non-performance of it, no matter how fundamental, whether or not the

likelihood of such loss or damage was contemplated.

10.9 Without prejudice to any exclusions of liability in this Agreement, the combined total liability of EY,

all other EY Firms and all EY Persons to you in contract, tort (including but not limited to

negligence), under statute or otherwise arising out of or in connection with the Website, the Online

Services, processing of Your Content, the EY Materials and this Agreement, including but not

limited to any breach or non-performance of this Agreement, no matter how fundamental, shall not

in any calendar year exceed: (a) the fees paid by you to EY in that calendar year under this

Agreement for the relevant Online Service; or (b) USD $100 (or equivalent in local currency),

whichever is greater. Because some states or jurisdictions do not allow for the exclusion or

limitation of certain damages, in such states or jurisdictions, the liability of EY shall be limited in

accordance with this Agreement (including but not limited to any applicable Additional Terms) to

the maximum extent permitted by law.

10.10 EY does not engage in the practice of law through the Website, and the Online Services do not

constitute legal advice; you may not consider any information provided to you through the Website

or the Online Services as legal advice or as a substitute for legal advice. Your use of the Website

and/or the Online Services does not create any attorney-client relationship between you and EY

and you are solely responsible for determining whether to seek legal advice from a qualified lawyer.

10.11 EY does not provide any assurance that its processes associated with the Website, the Online

Services and/or the EY Materials are sufficient to preserve any accountant-client, attorney-client,

work product, or any other applicable privilege or protection that you (whether in your role as a

client, as a professional, as a lawyer, or otherwise) or any third person may have or be obligated

to maintain, or that may otherwise apply to the questions and information you submit. You are

solely responsible for determining whether your use of the Website, the Online Services and/or the

EY Materials could be deemed to waive or impair in any manner any applicable privilege or

protection.

11. Providing services

11.1 You may not use the Website or Online Services to provide services to third parties without EY’s

prior written consent, in its sole discretion. If you are using the Website or Online Services to

provide services to third parties and at any time it is reasonable to anticipate that the fees payable

to EY associated with any third-party matter will exceed USD $15,000, you agree to provide written

notice thereof to EY. We may, if we receive such notice, or for any other reason, request that you

identify the applicable client or customer, the matter, and any other information as we may need to

assess the appropriate relationship between EY, you and your client or customer. In certain

circumstances, we may request that, in addition to your contractual arrangement with such client

or customer, such client or customer enters a direct contractual relationship with EY in connection

with such services.

11.2 If you use the Website and/or Online Services to assist you in formulating your own advice to your

clients or customers, you are solely responsible for any and all advice you provide to your clients

and customers. You shall not do anything to attribute, directly or indirectly, any such advice or any

specific portion of such advice to EY or any EY Firm. No such client or customer shall be or may

be deemed a third-party beneficiary of this Agreement.

11.3 If your use of the Website or Online Services is in connection with your provision of services to an

EY client:

(a) you warrant and represent that your access to the Website and/or Online Services has

been authorized by the EY client and that you will use the Website and Online Services

solely for the benefit of the EY client who authorized your access;

(b) you agree to use the Website and/or Online Services solely for the purpose of transmitting

information to EY that EY needs to perform its services for the EY client, and not to provide

services directly to the EY client via the Website and/or Online Services;

you are authorized to use; and

(d) EY shall have no liability to you in connection with your use of the Website or Online

Services, and EY may terminate your access to the Website and/or Online Services, with

or without cause, at any time immediately upon notice via e-mail or other notice to the

address you provide to us in the registration process.

12. Termination

12.1 EY may immediately terminate, suspend or restrict your access to all or any part of the Website,

the Online Services and/or the EY Materials, whether paid-for or not, and/or terminate this

Agreement:

(a) if you fail to comply with this Agreement or if EY has reasonable grounds to suspect that

you have failed to comply with this Agreement;

(b) if EY receives a complaint from a third-party concerning mis-use by you of the Website,

Online Services and/or EY Materials; or

and/or the EY Materials in accordance with applicable law or professional obligations.

12.2 If, under the Agreement, you are required to pay a fee or other sum in respect of access to or use

of any part of the Website, the Online Services and/or the EY Materials, EY may terminate or

suspend such access and use immediately and without further notice to you if:

(a) you fail to pay when due any sums payable by you under the Agreement; or

(b) you cease or threaten to cease to carry on business, are unable to pay your debts as they

fall due, have an administrator, receiver, administrative receiver or manager appointed

over the whole or any part of your assets, enter into any agreement with creditors

generally, or have an order made or resolution passed for you to be wound up (unless as

part of any scheme for solvent amalgamation or solvent reconstruction) or if you are

individual, if you cease to carry on business at any time for 14 consecutive days other

than for planned holiday, or if you are presented with a statutory demand or a petition for

bankruptcy or if bailiff action is taken against your assets or the assets of your business,

or if you undergo any similar or equivalent process in any jurisdiction.

12.3 If the Additional Terms or any contract with the Organization in connection with the use of the

Website, Online Services and/or EY Materials expires or is terminated, this Terms of Use and your

right to access or use of any part of the Website, the Online Services and/or the EY Materials shall

automatically be terminated.

12.4 Any fees you pay in respect of the Website, Online Services and/or EY Materials are non-

refundable.

12.5 EY may terminate this Agreement or suspend access to all or part of the Website, the Online

Services and/or EY Materials immediately for any reason at any time, except (subject to section

12.1) in respect of any part of the Website, Online Services and/or EY Materials for which you have

an active paid-for subscription. You shall, where applicable, be entitled to a refund of any fees that

you have pre-paid for such subscription in respect of the period after termination. Such termination

and refund are your sole remedy, and EY’s sole liability,

12.6 Section 10 (Disclaimers of Liability), and any other provisions of this Agreement that by their nature

are intended to survive, shall survive termination or expiry of this Agreement, howsoever occurring,

including without limitation pursuant to Section 12.3.

13. Third party rights

13.1 Sections 3.1, 7 and 10 of this Terms of Use, and any other provisions that by their nature may

benefit other EY Firms and/or EY Persons, are intended for the benefit of EY, other EY Firms and

EY Persons, who shall be entitled to rely upon and enforce those provisions. Otherwise, a person

who is not a party to this Terms of Use may not rely upon or enforce any terms of this Agreement

and shall have no third-party rights under this Agreement.

13.2 The consent of any person who is not a party is not required to rescind, vary, suspend, enforce or

terminate this Terms of Use, or to grant any waiver under or in connection with this Terms of Use.

14. Other

14.1 Illegality/Severability: If any provision of this Terms of Use is declared by any competent court or

body to be illegal, invalid or unenforceable under the law of any jurisdiction, or if any enactment is

passed that renders any provision illegal, invalid or unenforceable under the law of any jurisdiction,

it shall be deemed severed from this Agreement to the minimum extent required by such jurisdiction

and this shall not affect or impair the legality, validity or enforceability of the remaining provisions.

14.2 Waiver: If EY fails to insist that you meet your obligations under this Terms of Use or if EY does

not enforce its rights against you or if EY delays in doing so, that will not mean that EY has waived

its rights against you and it does not mean that you do not have to comply with those obligations.

If EY does waive a default by you, EY will only do so in writing and that will not mean that EY will

automatically waive any later default by you. Even if EY delays in enforcing its rights under this

14.3 Entire agreement: This Agreement constitutes the entire agreement and understanding between

you and EY relating to the Website, the Online Services, the EY Materials and all other subject

matter of this Terms of Use.

14.4 No reliance: You acknowledge and agree that you do not rely on, and shall have no remedy in

respect of, any promise, assurance, statement, warranty, undertaking or representation made

(whether innocently or negligently) by EY or any other person except as expressly set out in this

Agreement, in respect of which your sole remedy shall be for breach of contract.

14.5 Fraud and fraudulent misrepresentation: Nothing in Sections 14.3 or 14.4 or elsewhere in this

including but not limited to fraudulent misrepresentation.

14.6 Assignment and subcontracting: EY may assign or subcontract its rights and/or obligations under

this Agreement to any other person at any time without needing your or any other person’s

approval. You may not assign or transfer any of your rights or obligations under this Agreement

without EY's prior written consent.

14.7 Governing law: This Agreement, and any non-contractual matters or obligations arising out of this

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

14.8 Dispute Resolution: any dispute relating to this Agreement shall be submitted to mediation before

a mediator chosen by the parties or, where the parties cannot agree, by the Asian International

Arbitration Centre (“AIAC”). The mediation will take place in Kuala Lumpur, Malaysia. If the

controversy or claim is not resolved within 90 days (or longer period, as agreed by the parties), the

mediation shall terminate, and the dispute shall be settled by arbitration in accordance with the

rules of the AIAC to which each of us agrees to submit for these purposes. The seat of arbitration

shall be Kuala Lumpur, Malaysia. The result of the arbitration shall be binding on the parties, and

judgment on any arbitration award may be entered in any court having jurisdiction.