条款和条件

Introduction

These Terms of Service ("Agreement") are between Alphacloud Sdn. Bhd. ("we", "us", "our") and the entity or individual ("you", "your", "user") accessing or using the “GOTCM” Clinic Management Platform. By accessing or using “GOTCM”, you agree to be bound by the terms and conditions contained in this Agreement. If you are accessing “GOTCM” on behalf of an organization, you represent that you have the authority to agree to these terms on their behalf. If you do not agree with our terms, please do not use “GOTCM”.

This Agreement applies to your use of the “GOTCM” platform, which is designed to streamline clinic operations for Traditional Chinese Medicine practices. This includes, but is not limited to, patient management, consultation, prescription management, inventory management, and any other services provided by us.

Please review this Agreement carefully before accessing or using “GOTCM”. By using our platform, you agree to be bound by the most current version of the terms and conditions outlined herein. We reserve the right to update or change these terms at any time, and your continued use of the service after such changes will constitute your acceptance of the new terms.

1. Access and Use

1.1 Use of the Services

Subject to the terms of any Order and this Agreement, Alphacloud hereby grants to the Customer a non-exclusive, non-transferable right to access and use "GOTCM" in accordance with the documentation provided during the Order Term for the Customer’s internal business operations. This grant is conditioned on the Customer’s continued compliance with this Agreement. The Customer acknowledges that "GOTCM" is designed to facilitate clinic management operations specific to Traditional Chinese Medicine practices, including but not limited to patient management, consultation and prescription management, inventory management, and comprehensive reporting functionalities.

1.2 Customer Components

As between the parties, the Customer retains control over and responsibility for any systems, software, or services used in conjunction with "GOTCM", including but not limited to Customer’s hardware, software, and any third-party services (collectively, "Customer Components"). The Customer is solely responsible for ensuring that these Customer Components are compatible with "GOTCM" and comply with all relevant legal and regulatory requirements. The Customer grants Alphacloud the right to interface with these Customer Components as necessary to provide the Services.

1.3 Data

Through the Customer’s use of "GOTCM", the Customer controls the types and amounts of data that are submitted to or generated by the Services. The Customer grants Alphacloud the right to process such data solely for the purpose of providing and improving the Services. This includes the generation of analytical insights and reports based on aggregate data, provided such use complies with applicable data protection laws and Alphacloud's privacy policy.

1.4 Limitations on Use

The Customer agrees not to (a) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make "GOTCM" available to any third party, (b) modify or make derivative works based upon "GOTCM", (c) create Internet "links" to the Service or "frame" or "mirror" any content on any other server or wireless or Internet-based device, or (d) reverse engineer or access "GOTCM" to (i) build a competitive product or service, (ii) build a product using similar ideas, features, functions, or graphics of "GOTCM", or (iii) copy any ideas, features, functions, or graphics of "GOTCM".

2. Availability

Alphacloud commits to using commercially reasonable efforts to ensure the availability of "GOTCM" to the Customer, excluding planned downtime for maintenance, unforeseen outages, and circumstances beyond Alphacloud's control. Alphacloud will provide advance notice of any scheduled maintenance that may affect the availability of "GOTCM".

3. Support

During the term of the Agreement, Alphacloud will provide support services for "GOTCM" as defined by the support terms outlined in this Agreement. Alphacloud aims to promptly address and resolve any issues related to the use of "GOTCM" reported by the Customer, ensuring minimal disruption to clinic operations. Our commitment is to provide smooth, efficient, and effective support, enhancing the overall experience of using the GOTCM platform by delivering responsive and proactive assistance.

The support services provided for "GOTCM" are outlined below, covering the different pricing packages (Standard, Premium, and Enterprise) and the corresponding levels of support. The details for each package are specified to ensure clarity on the scope of services, escalation procedures, and expectations.

3.1 Support Packages Overview

(a) STANDARD: This package includes general support for using the platform, addressing common issues, and reporting bugs. Support is provided via email or the online helpdesk during regular business hours (Monday to Friday, 9 AM - 5 PM). Issues are addressed on a first-come, first-served basis with a response time of up to 48 hours. Standard support aims to assist users with basic troubleshooting, system navigation, and any difficulties that do not require immediate intervention. The goal is to ensure all users receive the help they need within a reasonable timeframe, contributing to a positive user experience.

(b) PREMIUM: In addition to general support, Premium customers benefit from prioritized support channels, faster response times, and the ability to suggest system enhancements. Support is available during extended business hours (Monday to Sunday, 8 AM - 8 PM) via email, online helpdesk, and prioritized channels such as WhatsApp or direct phone communication. Issues reported by Premium users are handled with response times of up to 24 hours for standard issues, while critical issues receive expedited handling. Premium customers also benefit from an expedited escalation procedure, where unresolved issues are quickly passed on to senior support personnel for efficient resolution. Furthermore, Premium customers can raise suggestions for enhancements that are reviewed and considered by Alphacloud's product development team, giving them a direct channel to influence future improvements.

(c) ENTERPRISE: Enterprise customers receive a highly customized support experience, including tailored SLAs, dedicated support channels, and the ability to request specific system enhancements. Support availability and channels are adapted per customer requirements, potentially including 24/7 support, dedicated phone support, and direct messaging with a dedicated support agent. Response times and escalation paths are customized to meet each enterprise’s operational needs, potentially involving direct engagement with product specialists or engineers. The Enterprise package is designed to provide the highest level of responsiveness, flexibility, and personalization, ensuring that large-scale or mission-critical operations are supported effectively and efficiently.

3.2 Scope of Support

The scope of support includes:

(a) Assistance with using the system, addressing general questions regarding features, and troubleshooting common issues. This includes guiding customers on best practices for managing patients, scheduling, and using reporting tools within GOTCM.

(b) Identifying and assisting with issues related to the functionality of "GOTCM." Users can report bugs, and Alphacloud will ensure these are logged, assessed, and prioritized for resolution.

(c) Customers subscribed to Premium or Enterprise packages are provided additional support for raising suggestions for system enhancements. These suggestions are assessed based on feasibility and alignment with the platform’s development roadmap.

3.3 Service Levels and Escalation

(a) STANDARD: Issues are resolved on a first-come, first-served basis. If an issue remains unresolved within the specified response time, escalation follows the normal queue. Standard users are encouraged to provide as much detail as possible when submitting issues to help expedite the troubleshooting process.

(b) PREMIUM: Premium customers benefit from an expedited escalation process. If an issue is not resolved within the initial response window, it is escalated to senior support personnel for prompt resolution. Premium customers can expect frequent updates regarding the status of their escalated issues, ensuring transparency and efficient communication.

(c) ENTERPRISE: Enterprise customers have a dedicated escalation path involving direct engagement with higher-level support or product engineers, tailored to their specific needs. This package includes proactive monitoring and intervention, ensuring that any potential issues are identified and addressed before they impact business operations.

3.4 Customer Responsibilities

To facilitate effective support, Customers are responsible for:

(a) Providing accurate and detailed information when reporting issues, including screenshots, error messages, and descriptions of the steps leading to the issue. This helps Alphacloud's support team understand the problem better and provide quicker solutions.

(b) Ensuring that their network connectivity is appropriate and that third-party components are compatible with "GOTCM." Customers should maintain a stable and secure network environment to prevent connectivity-related issues that may impede support.

(c) Customers are encouraged to provide basic training to their staff on using GOTCM. This will help reduce common issues that can be resolved internally, ensuring that external support requests are focused on more complex matters.

3.5 Limitations and Exclusions

Support does not cover issues related to third-party components or services not provided by Alphacloud. Customers must liaise directly with the third-party vendor for such issues. Custom development requests or significant system modifications fall outside the scope of standard support. Premium and Enterprise customers may discuss these enhancements, but additional charges may apply. Such customizations are assessed on a case-by-case basis, ensuring alignment with the overall platform architecture. While initial onboarding training may be provided, ongoing training beyond the scope of the original onboarding is not included under support. Additional training sessions can be arranged separately if required.

3.6 Support for Enhancements

Premium customers are allowed to raise suggestions for system enhancements. These suggestions are evaluated by Alphacloud's product team, and feasible suggestions are prioritized above general feedback from Standard users. This allows Premium users to contribute directly to the evolution of GOTCM, helping to shape new features and improvements. Enterprise customers can collaborate directly with Alphacloud to request system enhancements tailored to their specific needs. These enhancements are subject to mutual agreement and may incur additional fees. The close collaboration ensures that the platform evolves in a way that aligns with the unique requirements of Enterprise customers, providing a truly bespoke experience.

4. Security and Privacy

4.1 Security Measures

Alphacloud will implement and maintain appropriate technical and organizational measures to protect Customer data against unauthorized or unlawful processing, access, disclosure, and against accidental loss, destruction, damage, theft, or alteration. These measures shall be appropriate to the harm that might result from the unauthorized or unlawful processing or accidental loss, destruction, or damage to Customer data and to the nature of the data to be protected.

4.2 Privacy Commitment

Alphacloud will process any personal data collected through the use of "GOTCM" in accordance with applicable data protection laws and Alphacloud's privacy policy. The Customer acknowledges its responsibility to ensure that any personal data provided to Alphacloud for processing is done so in compliance with such laws and regulations.

4.3 Data Use

Alphacloud may use data related to the Customer's use of "GOTCM" for the purpose of providing the Services, improving service offerings, and developing new features. This may include aggregating or anonymizing Customer data such that it no longer personally identifies any individual, for the purpose of service improvement and analytics.

5. Pricing and Fees

5.1 Payment for Services

Except as provided in Section 5.2 with respect to good faith disputes, the Customer agrees to pay all fees charged by Alphacloud for the Customer’s use of "GOTCM" in accordance with this Agreement and applicable Order(s) (collectively, “Fees”). Prices for Services are as detailed on Alphacloud’s Pricing Page or as otherwise specified in the Order. Fees are calculated based on the number of patient consultations (usage) recorded monthly and, if applicable, the subscription to the optional premium package. Fees are invoiced monthly in arrears and must be paid in the local currency specified in the invoice, subject to Section 5.2, within 30 days of the invoice date. Fees for Services include standard support at no additional charge.

5.2 Payment Disputes

The Customer must assert any good faith dispute regarding Fees in writing within 10 days of receipt of the invoice that gives rise to the dispute. In the event of a good faith dispute, if the Customer fails to make payment when due, without limiting Alphacloud's other rights and remedies: (a) Alphacloud may charge interest on the past due amount at a rate of 1.5% per month or, if lower, the highest rate permitted under applicable law; (b) the Customer shall reimburse Alphacloud for all reasonable costs incurred in collecting any late payments or interest, including reasonable attorneys’ fees; and (c) if such failure continues for 10 days or more, Alphacloud may suspend the Customer’s access to "GOTCM" until such amounts are paid in full. Alphacloud will not exercise its suspension or termination rights or apply interest on late Fees if the Customer disputes the applicable charges reasonably and in good faith and cooperates to resolve the dispute.

5.3 Payment Methods

If the Customer is paying Fees using a credit card or any digital payment method supported by Alphacloud, the Customer authorizes Alphacloud to charge the Customer’s account for the Services using that payment method. The Customer must keep all information in its billing account current to ensure that all Fees are charged to the appropriate account and are timely paid. If the Customer notifies Alphacloud to stop using a previously designated payment method and fails to designate an alternative, Alphacloud may immediately suspend use and access to "GOTCM". Any notice from the Customer changing its billing account will not affect charges Alphacloud submits to the Customer’s billing account before Alphacloud can reasonably act on the Customer’s request.

5.4 Taxes

All Fees are exclusive of taxes, levies, duties, or charges imposed by government authorities (collectively, “Taxes”). Except for Taxes on Alphacloud’s income, revenues, gross receipts, personnel, or assets, the Customer shall be solely responsible for all sales, service, value-added, use, excise, consumption, and any other Taxes on amounts payable by the Customer under this Agreement. The Customer is responsible for remitting such Taxes in a timely manner and in accordance with those Applicable Laws.

6. Billing Cycle and Renewal

6.1 Monthly Billing Cycle

The Customer will be billed monthly in arrears based on the actual usage of "GOTCM", including the number of patient consultations recorded and any subscribed premium package features during the previous month. The billing cycle will close on the last day of each month, with invoices issued and sent to the Customer's registered email within the first few days of the following month.

6.2 Payment of Invoices

All issued invoices are due for payment within 14 days from the date of the invoice. Failure to timely pay the invoices may result in interest charges and potential suspension of service as outlined in Section 5.2 (Payment Disputes).

6.3 Service Continuation and Cancellation

The use of "GOTCM" is considered ongoing and will continue month-to-month without the need for formal renewal actions by the Customer. The Customer may choose to cease using "GOTCM" and cancel the service at any time by notifying Alphacloud in writing at least 15 days before the intended cancellation date. Upon cancellation, the Customer will be responsible for paying any outstanding charges for the service used up until the cancellation date.

6.4 Changes to Service Plans

The Customer may upgrade or add optional premium features to their service plan at any time through "GOTCM"’s account settings or by contacting Alphacloud's support team. Any changes to the service plan will be reflected in the subsequent monthly billing cycle and are subject to the same payment terms as outlined in Section 5.1 (Payment for Services).

7. Confidentiality

7.1 Confidential Information

"Confidential Information" encompasses all information shared between Alphacloud and the Customer, their affiliates, business partners, employees, agents, or contractors (collectively, the "Discloser") that is either designated as confidential or should reasonably be understood to be confidential due to its nature. This includes, but is not limited to, (a) data submitted through the use of "GOTCM" (Customer Data); (b) information related to either party’s technology, client details, business plans, marketing strategies, finances, and pricing; (c) information from third parties that the Discloser has a duty to keep confidential; and (d) the specifics of this Agreement, including pricing and order details. Information that was already known to the receiving party (the "Recipient") without restrictions, developed independently, obtained from another source without breach of confidentiality, or has become public through no fault of the Recipient, does not constitute Confidential Information.

7.2 Restrictions on Use and Disclosure

The Recipient is obligated to protect the Discloser’s Confidential Information with the same degree of care that it uses to protect its own similar confidential information, but no less than reasonable care. This includes using the Confidential Information solely as allowed under this Agreement and disclosing it only to employees, partners, contractors, and service providers ("Representatives") who are bound by confidentiality obligations consistent with this Agreement and need to know the information to fulfill the Recipient's obligations or exercise its rights under this Agreement. The Recipient is responsible for any breaches of confidentiality by its Representatives.

In circumstances where disclosure of Confidential Information is mandated by law or a governmental order (e.g., subpoenas or court orders), the Recipient is permitted to disclose only the necessary portion of the Confidential Information. The Recipient should, where legally permissible, notify the Discloser in advance to allow the Discloser a chance to seek a protective order or other remedies.

Should the Recipient breach, or threaten to breach, these confidentiality obligations, the Discloser is entitled to seek injunctive relief or other equitable remedies from a competent court to enforce these terms.

8. Customer Responsibilities and Restrictions

8.1 Customer Responsibilities

The Customer will be solely responsible for:

(a) Ensuring their environment, including hardware, software, and network infrastructure ("Customer’s Environment"), is compatible and enables authorized users' access and use of "GOTCM";

(b) All data inputted into "GOTCM", including account data, patient data, and user credentials ("Customer Data"), and activities conducted through such credentials, while adhering to Alphacloud's obligations under this Agreement;

(c) Providing necessary notices and obtaining required consents and authorizations from individuals whose personal data may be processed within "GOTCM"; and

(d) Using "GOTCM" solely within the scope of the Customer's clinical operations and in compliance with the Acceptable Use Policy (AUP), accompanying documentation, and terms applicable to any Customer Components integrated with "GOTCM".

8.2 Customer Restrictions

The Customer shall not, directly or indirectly:

(a) Permit anyone other than authorized users to access and use "GOTCM";

(b) Seek unauthorized access to "GOTCM" or its related systems or networks;

(c) Access or attempt to access Alphacloud's intellectual property beyond the usage rights granted under this Agreement;

(d) Modify, duplicate, or create derivative works based on "GOTCM" or any part of it;

(e) Resell, distribute, or otherwise make "GOTCM" available to third parties outside the Customer's organization;

(f) Reverse engineer, decompile, or disassemble "GOTCM", except as allowed by applicable law;

(g) Use "GOTCM" to directly compete with Alphacloud or for benchmarking or competitive analysis purposes;

(h) Remove, obscure, or alter any proprietary notices within "GOTCM";

(i) Introduce Malicious Code into "GOTCM";

(j) Use "GOTCM" in violation of any laws or regulations;

(k) Use "GOTCM" outside the agreed purposes and scope defined in this Agreement and the applicable Order.

8.3 Alphacloud Remedies

If Alphacloud reasonably suspects a violation of the above restrictions, it reserves the right, alongside any other legal or equitable remedies, to investigate the suspected violation and temporarily suspend the involved authorized user(s) from accessing "GOTCM" as necessary to resolve the issue. Alphacloud will provide written notice of any such suspension to the Customer, detailing the nature of the suspected violation and seeking cooperative resolution. Immediate suspension may occur in cases where Alphacloud believes the violation poses an urgent risk to the security, availability, or integrity of "GOTCM", its users, or Alphacloud itself.

9. Warranty and Disclaimers

9.1 Alphacloud Warranties

Alphacloud warrants that during the applicable term for which the Customer has subscribed to "GOTCM":

(a) Alphacloud will not materially reduce the overall security of the Services;

(b) "GOTCM" will perform materially in accordance with the provided Documentation; and

(c) Alphacloud will not materially decrease the overall functionality of the Services.

9.2 NO IMPLIED WARRANTIES

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, ALPHA CLOUD AND THE CUSTOMER DISCLAIM ALL WARRANTIES AND GUARANTEES OF ANY KIND, WHETHER IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ALPHA CLOUD SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ALL SERVICES AND SUPPORT PROVIDED UNDER THIS AGREEMENT ARE OFFERED ON AN "AS IS" BASIS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

9.3 AS-IS

EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED IN THIS AGREEMENT, ALPHA CLOUD MAKES NO REPRESENTATION OR WARRANTY REGARDING "GOTCM", ITS USE, OR ANY SUPPORT PROVIDED. "GOTCM" IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ALPHA CLOUD DOES NOT WARRANT THAT "GOTCM", ITS DOCUMENTATION, OR ANY SERVICES PROVIDED WILL:

(a) MEET THE CUSTOMER’S REQUIREMENTS OR EXPECTATIONS;

(b) OPERATE WITHOUT INTERRUPTIONS OR BE ERROR-FREE;

(c) ACHIEVE ANY INTENDED RESULT; OR

(d) BE COMPATIBLE OR WORK WITH ANY THIRD PARTY COMPONENTS, OTHER THAN AS SPECIFIED IN THE DOCUMENTATION.

THE CUSTOMER ACKNOWLEDGES THAT CHANGES TO THEIR ENVIRONMENT, COMPONENTS, OR THE UNAVAILABILITY OF THE SAME, DO NOT RELIEVE THEM OF THEIR PAYMENT OBLIGATIONS OR OTHER RESPONSIBILITIES UNDER THIS AGREEMENT.

10. Term and Termination

10.1. Term

This Agreement commences upon the Effective Date and shall continue in force for a period of 90 days following the expiration or earlier termination of the final Order, unless terminated earlier in accordance with the provisions of this section.

10.2. Termination for Cause

Alphacloud may terminate any Order with immediate effect upon written notice to the Customer if the Customer fails to remit payment due under any Order not disputed in good faith as per Section 5.2, and such failure persists for more than 15 days following Alphacloud’s notice. Either Party may terminate this Agreement and all Orders forthwith by written notice if the other Party commits a material breach of this Agreement which is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified to do so. Furthermore, either Party may terminate this Agreement with immediate effect upon written notice in the event that the other Party becomes insolvent, files for bankruptcy, undergoes any similar financial reorganization, or makes any assignment of its rights or assets for the benefit of creditors.

10.3. Effect of Termination

Upon the termination or expiration of an Order, all rights and licenses granted to the Customer under such Order shall cease immediately from the termination date. Alphacloud shall have no further obligation to provide the Services to the Customer or Authorized Users post-termination, subject to Section 11.5 regarding data retrieval.

10.4. Payments at Termination

Should an Order be terminated prematurely by the Customer in accordance with Section 11.2, or by Alphacloud due to Customer’s breach, the Customer shall not be liable for any further amounts specified in the terminated Order for services not rendered, and Alphacloud shall refund the Customer any pre-paid amounts for services not provided on a pro-rata basis. In all other scenarios, no refunds will be issued, and any Fees for services used prior to termination beyond the scope of the original Order shall become immediately due.

10.5. Post-Termination Access

Provided all outstanding Fees have been settled, the Customer or an Authorized User designated by the Customer may, for a period of up to 30 days following termination, access and export Customer Data from the Services that was available prior to termination. This access is solely for the purpose of data retrieval and does not constitute continued service provision.

10.6. Survival

Notwithstanding the termination or expiration of this Agreement, the provisions of Sections 1.3 (Data), 5 (Pricing and Fees), 7 (Confidentiality), 8.2 (Customer Restrictions), 11 (Term and Termination), 12 (Indemnification), 13 (Limitations of Liability), 15 (Notices), 21 (Governing Law; Venue), and 22 (Miscellaneous) shall survive and continue in effect. These provisions are deemed necessary to resolve any post-termination obligations or to enforce any rights that accrue prior to termination.

11. Indemnification

11.1. Alphacloud Indemnity

Subject to the conditions outlined in Sections 12.2 and 12.4, Alphacloud agrees to defend the Customer, its Affiliates, and their respective employees, officers, and directors (collectively, "Customer Indemnitees") against any third-party claims, demands, suits, or proceedings ("Actions") alleging that the use of the Services as permitted under this Agreement infringes on that third party’s Intellectual Property Rights ("Customer Claim"). Alphacloud will indemnify Customer Indemnitees from any damages, costs, and expenses (collectively, "Losses") finally awarded against Customer Indemnitees as a result of such Customer Claims, or for amounts paid under a settlement approved by Alphacloud in writing concerning a Customer Claim.

11.2. Infringement Remedies

In the event Services are claimed to infringe or, in Alphacloud’s opinion, are likely to be claimed as infringing on third party’s Intellectual Property Rights, Alphacloud may, at its discretion and expense: (a) secure for the Customer the right to continue using the Services; (b) modify the Services so they no longer infringe without materially decreasing functionality; or, if neither (a) nor (b) is commercially feasible, (c) terminate the Order regarding the affected Services and provide a pro-rated refund for the related charges. Alphacloud shall not be obligated to defend or indemnify against claims arising from: (i) modifications to the Services not made by Alphacloud; (ii) Customer's use of the Services in a manner against this Agreement; (iii) Customer Data; or (iv) technology not provided by Alphacloud.

11.3. Customer Indemnity

The Customer shall defend Alphacloud and its Affiliates, along with their employees, officers, and directors (collectively, "Alphacloud Indemnitees"), against any Actions brought against Alphacloud Indemnitees by a third party related to the Customer's use of the Services outside the scope of this Agreement ("Customer-Controlled Matters"), and will indemnify Alphacloud Indemnitees from any Losses finally awarded or settled with the Customer's written consent.

11.4. Indemnification Procedures

Any Indemnitee seeking indemnification must promptly provide the Indemnifying Party with written notice of any Action and cooperate reasonably at the Indemnifying Party’s expense. The Indemnifying Party will have the right to assume the defense of any Action, using counsel of its choice. The Indemnitee may participate with its counsel at its own cost. The Indemnifying Party cannot settle any Action requiring the Indemnitee to admit liability, pay money, or take or refrain from taking any action without explicit written consent from the Indemnitee.

12. Limitations of Liability

12.1. Exclusions and Limitations

To the maximum extent permitted by applicable law, except as specifically stated in this Section 13, neither party, nor their affiliates, employees, agents, contractors, officers, or directors will be liable for any indirect, punitive, incidental, special, consequential damages, or for any damages for business interruption, loss of profits, goodwill, data, or other intangible losses arising out of or related to this Agreement. This limitation of liability includes any damages arising from the inability to use the services, due to any permitted termination or suspension of this Agreement, or the cost of procuring substitute services. The total cumulative and aggregate liability of either party under this Agreement shall not exceed the total fees paid to Alphacloud by or on behalf of the Customer for the services that gave rise to the claim, during the twelve (12) months immediately preceding the event that gave rise to the liability. The exclusions and limitations in this Section apply irrespective of whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if advised of the possibility of such damages. The provisions of this Section 13 allocate the risks under this Agreement between the parties, which has been factored into the agreement's entry and pricing for the services.

12.2. Exceptions

The exclusions and limitations in Section 13.1 do not apply to (i) either party's gross negligence, willful misconduct, or fraud; (ii) either party's indemnification obligations as outlined in Section 12; (iii) Customer’s breach of usage restrictions as defined; or (iv) the Customer’s obligations to make payments under this Agreement.

13. Publicity

Neither party will issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this Agreement or use the other party’s trademarks, service marks, trade names, logos, domain names, or other brand features without the prior written consent of the other party, except as required by applicable laws or stock exchange requirements. However, Alphacloud may include the Customer's name and logo in its lists of customers, on its website, and other promotional materials in accordance with any brand guidelines of the Customer, if available. Alphacloud agrees to discontinue any use of the Customer's name and logo upon receiving a request from the Customer to do so.

14. Notices

14.1 Indemnity Notices

Notices related to indemnification and those under Section 7 ("Legal Notices"), must be directed to Alphacloud at its principal business address or to the email address provided in the Order(s). Such notices must be in writing and will be considered adequately given (i) one business day after being dispatched by overnight courier to the party's physical address, or (ii) three business days after being sent by registered mail, return receipt requested.

14.2 Other Communications

For other communications, notices should be in writing and considered sufficiently delivered two business days after sending, except when the sender is aware that the notice was not received.

(a) To Alphacloud:

For general inquiries or issues related to the services, customers can contact support@alphacloud.com. For billing-related communications, customers should use billing@alphacloud.com. Specific concerns as outlined in the Agreement should be directed to the appropriate email address identified within.

(b) To Customer:

Alphacloud will reach out to the Customer's designated administrator or billing contact through the provided email addresses in the Order or Account Data. For general notices not specific to the Customer, Alphacloud will communicate through the Services.

15. Free and Beta Services

Free Services and Beta Services offered at no charge will eventually be subject to fees upon the conclusion of any specified trial period, as detailed in the applicable Order, or upon 15 days' notice from Alphacloud. New customer trials last 14 days, during which the rights to use the customer's name and logo, as mentioned in Section 14, are not applicable. Alphacloud reserves the right to modify or discontinue any Beta Services at any time, without notice. The obligations under Sections 2 (Availability), 3 (Support), and 9.1 (Warranties) do not apply to Free or Beta Services. Security measures may not cover Beta Services, except as they relate to underlying Services. Indemnification for losses under Section 12.1 for Free and Beta Services is capped at $10,000.

16. Indirect Purchases

If Customer is acquiring the GOTCM Services through a third-party marketplace or an Alphacloud-approved reseller (each an “Intermediary”), the following terms are exclusively applicable for such indirect acquisition: (a) all references to an 'Order' within this Agreement shall denote the contractual agreement between the Customer and the Intermediary; (b) in addition to the rights outlined in Section 1.3 (Data), Alphacloud is authorized to divulge Usage Data and further information concerning Customer with the Intermediary; (c) Sections 5 (Pricing and Fees) and 6 (Order Renewal) shall be nullified, and the agreements between the Intermediary and Customer regarding these matters shall prevail; (d) based on the agreement terms between Alphacloud and the Intermediary, Alphacloud possesses the right to cancel its orders with the Intermediary, should the Intermediary fail to fulfill its financial obligations to Alphacloud; (e) Sections 11.2, 11.3, and 11.4 (Termination) are rendered inoperative as any termination of an Order and all corresponding terms in this Agreement regarding refund or payment commitments, if present, will be managed between the Intermediary and Customer; however, it is understood that both Parties shall engage through the Intermediary's procedures to effectuate the intended outcomes of the terms in Section 11.2, 11.3, and 11.4 alongside any other refund or payment duties.

17. Third-Party Access Terms

In cases where a service provider or an Alphacloud-sanctioned partner (each a “Service Provider”) accesses or employs the Services as part of its service offering to Customer, every Service Provider user is considered an Authorized User. Alphacloud reserves the right to enforce specific sections of this Agreement regarding the Service Provider's use: 1 (Access and Use), 4 (Security and Privacy), 7 (Confidentiality), 8 (Customer Responsibilities and Restrictions), 10 (Compliance with Applicable Laws), and 12 (Indemnity). Within the context of Alphacloud and Service Provider interactions, mentions of Customer in those Sections are interpreted as references to the Service Provider, except concerning the defined terminologies of Customer Environment and Customer Data. It is clear that Service Providers are not beneficiaries under this Agreement.

18. Assignment

Either Party may transfer this Agreement and all Orders to an Affiliate or in conjunction with any merger, amalgamation, or reorganization, or a transaction involving the sale of nearly all such Party's business or assets connected to this Agreement to a non-affiliated third party, provided notification is given within 60 days of such assignment and the assignee consents in writing to undertake all duties and responsibilities under this Agreement, including any outstanding Fees by the Customer. Except as specified, neither Party is permitted to assign any rights or obligations under this Agreement, through law or otherwise, without prior written consent from the other Party. Any attempted assignment contravening this Section is deemed null and void. This Agreement obligates and benefits the Parties and their respective approved successors and assigns.

19. Force Majeure

Neither Party shall be held accountable to the other, nor regarded as having defaulted or violated this Agreement, for any delay or failure in fulfilling any part of this Agreement (excluding obligations to settle payments for received Services), when and to the extent such delay or failure is prompted by events beyond the reasonable control of the affected Party, including natural disasters; pandemics; floods, fires, or explosions; wars, invasions, riots, or other public disturbances; acts of terrorism or criminality; cyberattacks; internet disturbances; embargoes or blockades effective on or subsequent to the Agreement date; or national or regional emergencies (collectively referred to as a “Force Majeure Event”). In each instance, the impacted Party shall promptly inform the other Party, indicating the anticipated duration of such occurrence and will endeavor to mitigate the failure or delay and its impacts.

20. Governing Law; Venue

This Agreement is to be governed and interpreted in accordance with Malaysian laws, without resorting to its conflict of law provisions. Any legal proceedings arising from or connected to this Agreement shall be exclusively initiated in the competent courts located within Malaysia, and both Parties irrevocably submit to the jurisdiction and venue of such courts.

21. Miscellaneous

21.1. Entire Agreement

This Agreement, encompassing all Orders, the Acceptable Use Policy (AUP), and, where applicable, any Supplemental Terms, constitutes the complete and exclusive agreement between Alphacloud and the Customer, superseding all previous discussions, proposals, agreements, and communications in any form concerning the subject matter herein. Terms and conditions proposed by the Customer through any other documentation that are additional to, inconsistent with, or divergent from those of this Agreement are deemed non-binding. Furthermore, this Agreement replaces any prior confidentiality, non-disclosure, assessment, or trial agreements related to the evaluation of the GOTCM Services or otherwise.

21.2. Government Customers

The GOTCM Services and accompanying documentation are supplied to government customers as "commercial items," "commercial computer software," "commercial computer software documentation," and "technical data," furnished with the same rights and restrictions typically associated with these Services and documentation. Should any government customer or Authorized User find these terms inadequate or in conflict with local laws, they are obliged to cease using the GOTCM Services and documentation immediately. The mentioned terms are delineated according to the local government's procurement regulations and guidelines.

21.3. Independent Parties; No Third-Party Beneficiaries

The parties acknowledge and agree that their relationship is strictly that of independent contractors. This Agreement does not establish any party as the employee, agent, joint venture partner, or servant of the other. This Agreement benefits solely the parties involved and their respective successors and permitted assigns, without intending to or granting any third party any legal or equitable rights, benefits, or remedies under or due to this Agreement.

21.4. Amendment

Modifications to this Agreement are valid only if documented in writing and signed by duly authorized representatives of both parties, except as stipulated in Section 22.8.

21.5. No Waiver

A party's failure to enforce any provision of this Agreement does not constitute a waiver of that or any other provision. Any waiver of any aspect of this Agreement must be explicit and will not imply a waiver of any other provision.

21.6. Severability

Should any part of this Agreement be deemed invalid or unenforceable, the remainder will persist in full force and effect.

21.7. Headings

Headings are provided for convenience only and do not influence the interpretation of this Agreement. The terms "include," "includes," and "including" imply "without limitation," the term "or" is not exclusive, and references within this Agreement are comprehensive.

21.8. Changes to this Agreement

Alphacloud reserves the right to amend this Agreement at any time, effective upon posting a revised version or as specifically agreed in writing between the parties. If a Customer opposes the updated Agreement, their sole remedy is to opt not to renew, pursuant to the conditions set out in this Agreement. Each Order is governed by the version of the Agreement effective at the time of the Order.

22. Definitions

Capitalized terms not otherwise defined in this Agreement shall have the respective meanings assigned to them in this Section 23.

“Account Data” means any information provided by Customer during registration for or administration of "GOTCM" services, including but not limited to contact details, billing information, and authorized user identities.

“Alphacloud” refers to the entity providing "GOTCM" services under this Agreement, responsible for the maintenance, support, and delivery of the "GOTCM" platform to the Customer.

“Authorized User” means any individual who is authorized by the Customer to use "GOTCM" services, including employees, consultants, or agents of the Customer.

“Customer” refers to the entity or individual who agrees to the terms of this Agreement by accessing or using the "GOTCM" platform.

“Customer Components” includes any hardware, software, systems, or data owned or managed by the Customer and used in conjunction with the "GOTCM" services.

“Customer Data” means any data, content, code, video, images, or other materials of any type that the Customer uploads, submits, or otherwise transmits to or through "GOTCM".

“Documentation” refers to Alphacloud’s official user guides, help and training materials, and other documentation provided to the Customer in connection with the use of "GOTCM".

“Force Majeure Event” includes any event beyond a party’s reasonable control, such as natural disasters, government actions, war, civil disturbance, or technology failures, that prevents a party from fulfilling its obligations under this Agreement.

“Intermediary” refers to any third party through which the Customer purchases access to "GOTCM", including resellers or distributors authorized by Alphacloud.

“Malicious Code” includes code, files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs, and Trojan horses.

“Order” or “Orders” means the formal commitment, often documented in writing or through an online process, by which the Customer agrees to purchase "GOTCM" services under the terms of this Agreement.

“Pricing Page” refers to Alphacloud’s publicly available webpage or document where the pricing information of "GOTCM" services is outlined, including any discounts, promotions, or special terms.

“Services” or “GOTCM” refers to the cloud-based software services provided by Alphacloud under this Agreement, designed to streamline clinic operations for Traditional Chinese Medicine practices, including patient management, consultation, prescription management, inventory management, and other related services.

“Subscription Term” refers to the period during which the Customer is authorized to use "GOTCM" services, as specified in the applicable Order.

“Support” refers to the assistance provided by Alphacloud as part of the service offering, including help desk support, troubleshooting, and other customer service activities related to "GOTCM".