Service Agreement
This Agreement was created on April 30, 2021.
This Master Services Agreement (“Agreement”) governs the access and use of Oasis LecturePortal.
1. Definitions. As used in this Agreement, the following terms have the meaning set forth below.
3. Restrictions.
5. Fees. Academia will pay the Fees as set forth in one or more Order Forms. Unless stated otherwise in an Order Form, all fees are payable in Ringgit Malaysia (Academia with its physical location is registered in Malaysia) or US dollars (Academia with its physical location is registered out of Malaysia). Any future incremental add-on or renewal orders after the initial subscription period (as set forth in an Order Form) shall be subject to the subscription standard price in effect at time of purchase.
6. Taxes. The Fees and other amounts required to be paid hereunder do not include any amount for taxes, including any applicable sales, use, excise, or other transaction-based tax (“Taxes”) or levy (including interest and penalties). Academia agrees to pay all amounts payable under this Agreement free and clear of all deductions or withholdings or rights of counter claim or set-off, unless required by law. If a deduction or withholding is so required, then Academia agrees to pay such additional amount as to ensure that the net amount received and retained by Oasis equals the full amount that Oasis would have received had the deduction or withholding not been required. Academia shall reimburse Oasis and hold Oasis harmless for Taxes or levies to which Oasis is required to collect or remit to applicable tax authorities. This provision does not apply to Oasis’ income, franchise and employment taxes or any taxes for which Academia is exempt provided Academia has furnished Oasis with a valid tax exemption certificate. To the extent a taxing authority changes their position or taxing policy requiring Oasis to collect a Tax or levy from Academia, Oasis will add the Tax or levy to the Academia invoice.
7. Confidentiality.
10. Limitation of liabilities. Neither party will be liable with respect to any subject matter of this agreement or related terms and conditions under any theory of contract, negligence, strict liability, or other theory for:
13. Publicity. Academia grants Oasis the right to use Academia’s company name and logo as a reference for marketing or promotional purposes on Oasis’ website and in other promotional materials.
14. Force Majeure. Neither party will be liable for any failure or delay in the performance of its obligations hereunder to the extent caused by a condition that is beyond a party’s reasonable control, including but not limited to natural disaster, civil disturbance, acts of terrorism or war, labour conditions, failure by a third party hosting provider or utility provider, governmental actions, interruption or failure of the Internet or any utility service, or denial of service attacks.
15. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be deemed null and void, and the remaining provisions of this Agreement shall remain in effect.
16. Governing Law Venue, and Attorney’s Fees. This Agreement and any disputes arising under it will be governed by the laws of Malaysia without regard to its conflict of laws provisions, and each party consents to the personal jurisdiction and venue of the state or federal courts located in Malaysia. In the event of any dispute between the parties regarding the terms of this Agreement, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees.
17. Entire Agreement. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to its subject matter. This Agreement and any mutually executed Order Forms shall apply in lieu of the terms or conditions in any purchase order or other documentation that Academia provides, and all such terms and conditions are null and void and superseded by this Agreement and any mutually executed Order Forms. This Agreement, or any part thereof, may be modified by Oasis at any time, including the addition or deletion of terms at any time, and such modifications, additions or deletions will be effective immediately upon posting.
This Master Services Agreement (“Agreement”) governs the access and use of Oasis LecturePortal.
1. Definitions. As used in this Agreement, the following terms have the meaning set forth below.
a) “Affiliate”
means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.
b) “Service” means the Oasis Lecture Portal and all of its functions & courses govern under the business.
c) “Academia” means the party entering into an Order Form with Oasis, or otherwise signing up to use the Services. These party shall means Universities, Colleges, Institutions, Vocational School, Training Centres and/or Schools.
d) “Courses” means the online courses provided by Oasis as part of the Services.
e) “Fees” means the amounts payable by Academia to Oasis for access to the Services.
f) “Order Form” means the ordering document mutually executed by Oasis and Academia, including electronic orders submitted by Customers purchasing the Course contents of the Services, specifying: (1) the Fees payable by Academia to Oasis for provision of the Services, (2) the duration of the Services to be provided by Oasis to Academia, (3) the number of Users authorized to access the Services, License to View (LTV) and (4) other billing and payment information regarding Oasis’ provision of the Services to Customer.
g) “Personal Data” means any personal data that Academia submits into the Services.
h) “Oasis” means Oasis LecturePoral, a trademark of Teach All Portal Sdn Bhd and the company itself.
i) “LecturePortal”
j) “Users” means the students that Academia authorizes to access and use the Services.
2. Provision of the Services.
Oasis agrees to make the Services available to Academia, its Affiliates, and its Users pursuant to the terms of this Agreement, and as specified in an Order Form. Where an Affiliate enters into its own separate Order Form governed by this Agreement, then for purposes of that Order Form, the Affiliate shall be considered “Academia”.
b) “Service” means the Oasis Lecture Portal and all of its functions & courses govern under the business.
c) “Academia” means the party entering into an Order Form with Oasis, or otherwise signing up to use the Services. These party shall means Universities, Colleges, Institutions, Vocational School, Training Centres and/or Schools.
d) “Courses” means the online courses provided by Oasis as part of the Services.
e) “Fees” means the amounts payable by Academia to Oasis for access to the Services.
f) “Order Form” means the ordering document mutually executed by Oasis and Academia, including electronic orders submitted by Customers purchasing the Course contents of the Services, specifying: (1) the Fees payable by Academia to Oasis for provision of the Services, (2) the duration of the Services to be provided by Oasis to Academia, (3) the number of Users authorized to access the Services, License to View (LTV) and (4) other billing and payment information regarding Oasis’ provision of the Services to Customer.
g) “Personal Data” means any personal data that Academia submits into the Services.
h) “Oasis” means Oasis LecturePoral, a trademark of Teach All Portal Sdn Bhd and the company itself.
i) “LecturePortal”
j) “Users” means the students that Academia authorizes to access and use the Services.
3. Restrictions.
a) Academia shall not, nor shall it permit its Users to:
4. Violations of Restrictions.
In the event that Oasis determines that Academia or any of its Users has violated the restrictions set forth in Section 3 above, Oasis may notify Customer of such violation and allow customer a 10 day cure period to remedy such violation. If Academia fails to cure such remediable violation, then Oasis may terminate or suspend access to the Services for Academia or the relevant Users. Irrespective of the cure period stated above, Oasis reserves the right in its sole discretion to terminate or suspend access to the Services for Academia or the relevant Users, at any time, if immediate action is required to address imminent potential harm or damages.
i. Copy, distribute, create derivative works, hack, or modify the Services or any of the Courses,
ii. Input any inappropriate, infringing, offensive, racist, hateful, sexist, pornographic, defamatory or libellous content into the Services,
iii. Scrape, spider, or utilize other automated means of any kind to access the Services, including but not limited to accessing API endpoints for which Academia or its Users have not been provided authorization by Oasis,
iv. Use the Services in order to build a competitive product to the Services,
v. Share login access to the Services among multiple individuals, transfer a User license (except in connection with a change of job assignment or termination of employment), or otherwise permit any party other than the Users to use the Services,
vi. Introduce any computer code, file, or program that may damage the Services,
vii. vii.Use the Services in any manner that is unlawful or that infringes the rights of others, or
viii. Permit any individual that is under the age of 13 years old to use the Services.
ix. Use Oasis’ APIs with any third party without prior written approval (certain third parties currently have pre-approval as provided within Oasis’ API documentation).
b) Academia represents and warrants that neither it nor its Users are:
ii. Input any inappropriate, infringing, offensive, racist, hateful, sexist, pornographic, defamatory or libellous content into the Services,
iii. Scrape, spider, or utilize other automated means of any kind to access the Services, including but not limited to accessing API endpoints for which Academia or its Users have not been provided authorization by Oasis,
iv. Use the Services in order to build a competitive product to the Services,
v. Share login access to the Services among multiple individuals, transfer a User license (except in connection with a change of job assignment or termination of employment), or otherwise permit any party other than the Users to use the Services,
vi. Introduce any computer code, file, or program that may damage the Services,
vii. vii.Use the Services in any manner that is unlawful or that infringes the rights of others, or
viii. Permit any individual that is under the age of 13 years old to use the Services.
ix. Use Oasis’ APIs with any third party without prior written approval (certain third parties currently have pre-approval as provided within Oasis’ API documentation).
i. Located in, or a resident of, any country that is subject to applicable Malaysia trade sanctions or embargoes, or
ii. a person or entity who is named on any Malaysia government specially designated national or denied-party list. Academia shall not permit any User to access or use the Services in a Malaysia embargoed country or in violation of any Malaysia export law or regulation
ii. a person or entity who is named on any Malaysia government specially designated national or denied-party list. Academia shall not permit any User to access or use the Services in a Malaysia embargoed country or in violation of any Malaysia export law or regulation
5. Fees. Academia will pay the Fees as set forth in one or more Order Forms. Unless stated otherwise in an Order Form, all fees are payable in Ringgit Malaysia (Academia with its physical location is registered in Malaysia) or US dollars (Academia with its physical location is registered out of Malaysia). Any future incremental add-on or renewal orders after the initial subscription period (as set forth in an Order Form) shall be subject to the subscription standard price in effect at time of purchase.
6. Taxes. The Fees and other amounts required to be paid hereunder do not include any amount for taxes, including any applicable sales, use, excise, or other transaction-based tax (“Taxes”) or levy (including interest and penalties). Academia agrees to pay all amounts payable under this Agreement free and clear of all deductions or withholdings or rights of counter claim or set-off, unless required by law. If a deduction or withholding is so required, then Academia agrees to pay such additional amount as to ensure that the net amount received and retained by Oasis equals the full amount that Oasis would have received had the deduction or withholding not been required. Academia shall reimburse Oasis and hold Oasis harmless for Taxes or levies to which Oasis is required to collect or remit to applicable tax authorities. This provision does not apply to Oasis’ income, franchise and employment taxes or any taxes for which Academia is exempt provided Academia has furnished Oasis with a valid tax exemption certificate. To the extent a taxing authority changes their position or taxing policy requiring Oasis to collect a Tax or levy from Academia, Oasis will add the Tax or levy to the Academia invoice.
7. Confidentiality.
a) Scope of Confidentiality. Each party agrees that all code, inventions, know-how, or business, technical, and financial information disclosed to such party (“Receiving Party”) by the disclosing party (“Disclosing Party”), constitute the confidential information of the Disclosing Party (“Confidential Information”), provided that it is either identified as confidential at the time of disclosure, or should be reasonably known by the Receiving Party to be confidential due to the nature of the information disclosed. Personal Data is considered Confidential Information. Confidential Information will not, however, include any information that:
8.Term and Termination.
i. was publicly known and made generally available in the public domain prior to the time of disclosure by the Disclosing Party,
ii. becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party,
iii. is already in the possession of the Receiving Party at the time of disclosure by the Discloser,
iv. is obtained by the Receiving Party from a third party without a known breach of the third party’s obligations of confidentiality, or
v. is independently developed by the Receiving Party without use of or reference to the Confidential Information. The Receiving Party may disclose the Disclosing Party’s Confidential Information if required by law so long as the Receiving Party gives the Disclosing Party prompt written notice of the requirement prior to the disclosure and assistance in obtaining an order protecting the information from public disclosure.
b) Non-Use and Non-Disclosure. Except as expressly authorized herein or as necessary to perform its obligations hereunder, the Receiving Party agrees to:
ii. becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party,
iii. is already in the possession of the Receiving Party at the time of disclosure by the Discloser,
iv. is obtained by the Receiving Party from a third party without a known breach of the third party’s obligations of confidentiality, or
v. is independently developed by the Receiving Party without use of or reference to the Confidential Information. The Receiving Party may disclose the Disclosing Party’s Confidential Information if required by law so long as the Receiving Party gives the Disclosing Party prompt written notice of the requirement prior to the disclosure and assistance in obtaining an order protecting the information from public disclosure.
i. not disclose any Confidential Information to third parties, and
ii. not use Confidential Information for any purpose other than as necessary to exercise its rights or perform its obligations hereunder.
c) Processing of Personal Data. Notwithstanding the provisions of this section, Academia agrees that Oasis may process Personal Data as necessary for:
ii. not use Confidential Information for any purpose other than as necessary to exercise its rights or perform its obligations hereunder.
i. storage and processing in accordance with the Agreement and applicable Order Form(s);
ii. processing initiated by Users in their use of the Services; and
iii. processing to comply with other documented reasonable instructions provided by User (e.g. via email or support tickets) where such instructions are consistent with the terms of the Agreement. To the extent that Academia is subject to a local data privacy law, then Academia agrees to request from Oasis a data protection agreement prior to providing any Personal Data to Oasis.
ii. processing initiated by Users in their use of the Services; and
iii. processing to comply with other documented reasonable instructions provided by User (e.g. via email or support tickets) where such instructions are consistent with the terms of the Agreement. To the extent that Academia is subject to a local data privacy law, then Academia agrees to request from Oasis a data protection agreement prior to providing any Personal Data to Oasis.
a) Duration of Term. This Agreement will commence on the Effective Date, and will continue until all Order Forms hereunder have expired or have been terminated. The duration of the Services will be specified in each applicable Order Form. Unless otherwise specified in an applicable Order Form, and with the exception of Academia on the Oasis for Business Team plan that have disabled auto-renewal within the Services, Order Forms will renew automatically for additional terms of one year, unless terminated by either party by giving at least 30 days written notice prior to the end of the then-current term.
b) Termination for Material Breach. Either party may terminate this Agreement and any applicable Order Forms in the event that the other party materially breaches this Agreement, by providing 30 days written notice, unless such breach is cured during such 30 day notice period. In the event that Academia terminates this Agreement or any Order Form due to material breach by Oasis, then Academia will be entitled to receive a pro-rated refund for Services not rendered past the termination date. Sections 5-11 and 15-18, as well as any accrued rights to payment, will survive any termination or expiration of the Agreement.
9. Warranty disclaimer.
Except as otherwise agreed upon by the parties, oasis provides the services as-is and disclaims all warranties relating to the service, express, or implied, including but not limited to, any warranties relating to merchantability, accuracy, fitness for a particular purpose, non-infringement, or availability.
b) Termination for Material Breach. Either party may terminate this Agreement and any applicable Order Forms in the event that the other party materially breaches this Agreement, by providing 30 days written notice, unless such breach is cured during such 30 day notice period. In the event that Academia terminates this Agreement or any Order Form due to material breach by Oasis, then Academia will be entitled to receive a pro-rated refund for Services not rendered past the termination date. Sections 5-11 and 15-18, as well as any accrued rights to payment, will survive any termination or expiration of the Agreement.
10. Limitation of liabilities. Neither party will be liable with respect to any subject matter of this agreement or related terms and conditions under any theory of contract, negligence, strict liability, or other theory for:
i. any indirect, incidental, punitive, or consequential damages, or
ii. any amounts in excess of the fees paid or payable by Academia to Oasis in the 12 months prior to the date the relevant claim arose.
11. Indemnification.
ii. any amounts in excess of the fees paid or payable by Academia to Oasis in the 12 months prior to the date the relevant claim arose.
a) Oasis’ Indemnification Obligations. Oasis agrees to defend Academia for all third party claims arising from an allegation that Academia’s use of the Services as permitted under this Agreement infringes upon a third party’s intellectual property rights (“Claim Against Academia”), and indemnify Academia from any damages, reasonable attorney fees, and costs incurred by Academia as a result of a Claim Against Academia. In the event that the Services become subject to a third-party intellectual property claim, or Oasis believes that the Services will become subject to such a claim, then Oasis may elect to:
c) Requirements for Indemnification. In order for the indemnification obligations hereunder to apply, the party seeking indemnification must:
12. Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. Upon learning of any violation of this restriction, Academia agrees to promptly notify Oasis’ legal department, by emailing support@oasisuni.com.
i. modify the Services so that they are no longer allegedly infringing,
ii. obtain a license for Academia’s continued use of the Services, or
iii. terminate this Agreement or any applicable Order Forms, and provide Academia a pro-rated refund for Services not rendered past the termination date. This section states Oasis’ sole liability to the Academia with respect to a claim that any part of the Services infringes the intellectual property rights of a third party.
b) Academia’s Indemnification Obligations. Academia agrees to defend Oasis for all third-party claims arising from Academia’s violations of Sections 3(a) i. and ii., and 3(b) of this Agreement (“Claim Against Academia”), and indemnify Oasis from any damages, reasonable attorney fees, and costs incurred by Oasis as a result of a Claim Against Oasis.
ii. obtain a license for Academia’s continued use of the Services, or
iii. terminate this Agreement or any applicable Order Forms, and provide Academia a pro-rated refund for Services not rendered past the termination date. This section states Oasis’ sole liability to the Academia with respect to a claim that any part of the Services infringes the intellectual property rights of a third party.
c) Requirements for Indemnification. In order for the indemnification obligations hereunder to apply, the party seeking indemnification must:
i. promptly tender a claim for indemnification,
ii. allow the indemnifying party sole control of the defence or settlement of the underlying claim, and
iii. reasonably assist with any defence or settlement of the underlying claim at the indemnifying party’s request and expense.
ii. allow the indemnifying party sole control of the defence or settlement of the underlying claim, and
iii. reasonably assist with any defence or settlement of the underlying claim at the indemnifying party’s request and expense.
13. Publicity. Academia grants Oasis the right to use Academia’s company name and logo as a reference for marketing or promotional purposes on Oasis’ website and in other promotional materials.
14. Force Majeure. Neither party will be liable for any failure or delay in the performance of its obligations hereunder to the extent caused by a condition that is beyond a party’s reasonable control, including but not limited to natural disaster, civil disturbance, acts of terrorism or war, labour conditions, failure by a third party hosting provider or utility provider, governmental actions, interruption or failure of the Internet or any utility service, or denial of service attacks.
15. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be deemed null and void, and the remaining provisions of this Agreement shall remain in effect.
16. Governing Law Venue, and Attorney’s Fees. This Agreement and any disputes arising under it will be governed by the laws of Malaysia without regard to its conflict of laws provisions, and each party consents to the personal jurisdiction and venue of the state or federal courts located in Malaysia. In the event of any dispute between the parties regarding the terms of this Agreement, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees.
17. Entire Agreement. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to its subject matter. This Agreement and any mutually executed Order Forms shall apply in lieu of the terms or conditions in any purchase order or other documentation that Academia provides, and all such terms and conditions are null and void and superseded by this Agreement and any mutually executed Order Forms. This Agreement, or any part thereof, may be modified by Oasis at any time, including the addition or deletion of terms at any time, and such modifications, additions or deletions will be effective immediately upon posting.
