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MASTER SERVICES AGREEMENT (TERMS OF USE)

Document Version: 1.0
Effective Date: December 8, 2025
Entity: EMA19 Holdings SDN BHD (Company No: 1585445-P)
Service Name: BizBooster System

PREAMBLE AND ACCEPTANCE

This Master Services Agreement (“Agreement”) serves as the definitive legal contract between EMA19 Holdings SDN BHD (“Company,” “We,” “Us,” or “Provider”), a private limited company incorporated under the laws of Malaysia, and the commercial entity or sole proprietor (“Subscriber,” “Client,” or “You”) accessing the BizBooster System (“Platform”).

IMPORTANT NOTICE OF COMMERCIAL USE: BY ACCEPTING THESE TERMS, YOU EXPRESSLY ACKNOWLEDGE AND WARRANT THAT YOU ARE ENTERING INTO THIS AGREEMENT FOR THE PURPOSE OF A TRADE, BUSINESS, OR PROFESSION. CONSEQUENTLY, YOU ACKNOWLEDGE THAT YOU ARE NOT A “CONSUMER” AS DEFINED UNDER SECTION 2(1) OF THE CONSUMER PROTECTION ACT 1999 (MALAYSIA). YOU HEREBY WAIVE ANY RIGHTS OR REMEDIES CONFERRED BY SAID ACT TO THE FULLEST EXTENT PERMITTED BY LAW. THE SERVICES ARE PROVIDED ON A STRICT BUSINESS-TO-BUSINESS (B2B) BASIS.

ARTICLE 1: DEFINITIONS AND INTERPRETATION

To ensure precision and prevent ambiguity regarding the technical infrastructure, the following definitions apply throughout this Agreement and the annexed Policies.

1.1 “Authorized User” Means any employee, contractor, or agent of the Subscriber who is authorized to access the Platform under the Subscriber’s account credentials.

1.2 “Background Technology” Means all software, code, algorithms, application programming interfaces (APIs), and infrastructure owned by third-party licensors, specifically including but not limited to HighLevel (GoHighLevel), LeadConnector, Boomerangme, Make.com, n8n, Recram, Happierleads, and OpenAI, upon which the Platform is built and functions.

1.3 “Confidential Information” Means all non-public information disclosed by one party to the other, whether written or oral, that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, should reasonably be understood to be confidential. This explicitly includes the Proprietary Configuration.

1.4 “Proprietary Configuration” (The “Snapshot” & “Blueprints”) Means the specific arrangement, selection, coordination, and expression of features within the Platform created by the Company. This includes, without limitation:

  • HighLevel Assets: Proprietary workflows, automation sequences, marketing funnels, email templates, SMS scripts, WhatsApp scripts, custom fields, triggers, and tag structures.

  • Automation Blueprints: The specific logic flows, JSON configurations, scenarios, and API connections built on Make.com or n8n that connect the Platform to third-party services.

  • Intellectual Property: While the underlying software tool is licensed from the Background Technology providers, the logic, methodology, and intellectual architecture of the Proprietary Configuration are the exclusive Intellectual Property of EMA19 Holdings SDN BHD.

ARTICLE 2: INTELLECTUAL PROPERTY & ANTI-CLONING RIGHTS

2.1 Lease, Not Sale You acknowledge that the Proprietary Configuration is licensed to you, not sold. You are granted a limited, non-exclusive, non-transferable, revocable license to use the automations solely for your internal business operations during the term of your active subscription.

2.2 Strict Prohibition on Cloning and Duplication To protect our trade secrets, you agree NOT to:

  1. Clone or Export: Copy, export, “snapshot,” or migrate any workflow, automation, funnel, or configuration from the Service to another GoHighLevel sub-account, Make.com account, or n8n instance not managed by EMA19 Holdings.

  2. Reverse Engineer: Decompile, disassemble, or attempt to derive the source logic of our Make/n8n scenarios or AI prompt structures.

  3. Resell: Sub-license, rent, lease, or distribute the Proprietary Configuration to any third party (“Agency” or “White Label” use is strictly prohibited unless explicitly authorized in a separate Agency Agreement).

2.3 Liquidated Damages for IP Theft You acknowledge that actual damages for breach of this Section 2 are difficult to calculate. Therefore, you agree that if you violate Section 2.2, you shall pay EMA19 Holdings Liquidated Damages in the amount of USD $15,000.00 (or MYR equivalent) per violation. The parties agree this sum is a reasonable estimate of the damages and is not a penalty.

ARTICLE 3: AI & AUTOMATION DISCLAIMERS

3.1 Artificial Intelligence Limitations The Service utilizes Artificial Intelligence (AI) technologies (e.g., OpenAI, Anthropic) for features such as chatbots, voice agents, and content generation. You acknowledge that:

  • Accuracy: AI systems may produce “hallucinations” or factually incorrect information. You are solely responsible for reviewing all AI-generated content before it is sent to your customers.

  • Liability: We are not liable for any loss, reputational damage, or legal liability arising from specific responses generated by AI agents (e.g., an AI bot promising a discount you did not authorize or giving incorrect advice).

3.2 Automation Risks You acknowledge that automated workflows (e.g., SMS/WhatsApp blasts, auto-dialers) carry inherent risks. We are not liable for:

  • Messages sent to the wrong contacts due to your data entry errors.

  • “Spam” complaints resulting from your aggressive use of automations.

  • Financial losses if an automation triggers unintended discounts or refunds due to your misconfiguration.

ARTICLE 4: EARNINGS DISCLAIMER

4.1 No Guarantee of Results While “BizBooster System” is designed to enhance business efficiency, we make NO GUARANTEES regarding:

  • Revenue, profit, or sales growth.

  • Lead generation volume or quality.

  • Search engine rankings or ad performance. Any testimonials or case studies presented on our website are examples of exceptional results and do not constitute a warranty that you will achieve the same. Your success depends on your market, effort, and business model.

ARTICLE 5: THIRD-PARTY INFRASTRUCTURE LIABILITY

5.1 Acknowledgment of Third-Party Tools The Service integrates multiple third-party platforms to deliver functionality. You acknowledge that we do not control these providers. We are not liable for service interruptions, data loss, or feature deprecations originating from:

  • HighLevel / LeadConnector (CRM & Funnels)

  • Boomerangme (Loyalty Cards)

  • Make.com & n8n (Automation Middleware)

  • Recram (Video Messaging)

  • Twilio / Mailgun (Telephony & Email Transport)

5.2 Service Availability We do not guarantee 100% uptime. Downtime caused by these upstream providers is beyond our control and does not constitute a breach of this Agreement.

ARTICLE 6: ACCEPTABLE USE & COMPLIANCE

6.1 Prohibited Activities You agree NOT to use the Platform to:

  • Send unsolicited commercial email (Spam) in violation of the CAN-SPAM Act, GDPR, or Malaysian PDPA.

  • Host or transmit content that is illegal, harmful, threatening, abusive, harassment, defamatory, vulgar, or obscene.

  • Sell illegal goods or services (e.g., drugs, weapons, counterfeit items).

  • Violate the intellectual property rights of others.

6.2 Suspension for Violation We reserve the right to immediately suspend or terminate your account without refund if we detect activity that threatens the reputation of our IPs, domain standing, or WhatsApp Business API integration health (e.g., high block rates or spam reports). If Meta/WhatsApp bans your number, we are under no obligation to help you restore it.

ARTICLE 6-A: WHATSAPP & MESSAGING COMPLIANCE

6A.1 Meta/WhatsApp Policy Adherence You acknowledge that all WhatsApp messaging features within the Platform are ultimately governed by Meta Platforms, Inc. (formerly Facebook). You agree to strictly adhere to the WhatsApp Business Messaging Policy and Meta Commerce Policy.

6A.2 The “24-Hour Rule” & Template Pricing You understand the technical limitations of the WhatsApp Business API:

  • Session Messages: You may only send free-form messages to a user within 24 hours of that user sending you a message.

  • Template Messages: To initiate a conversation or message a user outside the 24-hour window, you MUST use a pre-approved “Template Message.”

  • Costs: Template messages incur per-conversation costs charged by Meta/WhatsApp. You are solely responsible for these costs, which may be billed directly by the telephony provider (e.g., Twilio/360dialog/LeadConnector) or passed through to you by Us.

6A.3 Consent & Opt-In (Strict Liability) Unlike SMS, WhatsApp requires explicit, verifiable opt-in. You warrant that every single contact you message via WhatsApp has given you explicit permission to be contacted on that specific channel. Using bought lists, scraped numbers, or “cold” WhatsApp blasting is strictly prohibited and constitutes a material breach of this Agreement.

6A.4 Number Banning & Quality Ratings Meta assigns a “Quality Rating” to your phone number based on user blocks and reports.

  • Blocking Risk: If your Quality Rating drops or if Meta detects spam-like activity, they may block or ban your WhatsApp number permanently.

  • No Liability: EMA19 Holdings SDN BHD is NOT liable for the loss of your phone number, business reputation, or customer data if Meta bans your account due to your messaging behavior.

  • No Refunds: If your WhatsApp capability is restricted or banned by Meta, you are not entitled to a refund of any platform fees or setup fees.

6A.5 Prohibited WhatsApp Content In addition to the general Prohibited Activities, you agree NOT to use WhatsApp to promote:

  • Cryptocurrency trading or advice.

  • Alcohol, tobacco, or vape products.

  • Gambling or “Get Rich Quick” schemes.

  • Multi-Level Marketing (MLM) businesses.

  • Note: These categories are aggressively monitored by Meta AI and will result in immediate bans.

ARTICLE 7: FEES, PAYMENT, AND REFUNDS

7.1 Authorization Fees are billed in advance on a monthly or annual basis. By adding a payment method, you authorize us to automatically charge the applicable fees at the start of every new billing cycle.

7.2 No Refunds on Digital IP (Setup Fees) Due to the immediate access to our proprietary Intellectual Property (Snapshots/Blueprints) and the manual labor involved in onboarding, all Setup Fees, Onboarding Fees, and Implementation Fees are strictly non-refundable.

7.3 Subscription Refunds Monthly subscription fees are non-refundable once the billing cycle has commenced. You must cancel before renewal to avoid charges.

7.4 Chargeback & Dispute Policy You agree to contact our support team ([email protected]) to resolve any billing disputes before initiating a chargeback with your bank.

  • Penalty: If you initiate a chargeback that is found to be “friendly fraud” (disputing a valid transaction), you agree to pay a Dispute Administration Fee of USD $250.00 plus any legal fees incurred by us to recover the debt.

  • Termination: Any chargeback initiation will result in the immediate and permanent termination of your account and blacklisting from our services.

ARTICLE 8: INDEMNIFICATION

You agree to defend, indemnify, and hold harmless EMA19 Holdings SDN BHD, its officers, directors, employees, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney’s fees) arising from:

  1. Your use of and access to the Platform.

  2. Your violation of any term of this Agreement.

  3. Your violation of any third-party right, including without limitation any copyright, property, or privacy right (e.g., if you upload stolen data).

  4. Any claim that your content caused damage to a third party (e.g., your customers suing you for spam).

ARTICLE 9: TERM AND TERMINATION

9.1 Cancellation Policy (“Cancel Anytime”) You may cancel your subscription at any time.

  • Notice Period: To avoid being charged for the next billing cycle, you must submit your cancellation request at least forty-eight (48) hours before your next scheduled renewal date.

  • How to Cancel: You can cancel directly inside your account dashboard or by emailing [email protected].

  • Effect of Cancellation: Cancellation stops future billing. It does not generate a refund for the current partial month.

9.2 Data Deletion Upon cancellation, we may retain your data for thirty (30) days as a courtesy. After this period, your data (including leads, funnels, and websites) will be permanently deleted to save server costs. We are not liable for data loss after this 30-day window.

ARTICLE 10: GOVERNING LAW AND DISPUTE RESOLUTION

10.1 Governing Law These Terms shall be governed by and construed in accordance with the laws of Malaysia, without regard to its conflict of law provisions.

10.2 Jurisdiction Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Kuala Lumpur, Malaysia.

10.3 Class Action Waiver Where permitted by applicable law, you agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

CONTACT US

If you have questions or comments about this Agreement, please contact us at:

EMA19 Holdings SDN BHD (1585445-P) W105, West Wing Metropolitan Square, No. 2, Jalan PJU 8/1, Bandar Damansara Perdana, 47820 Petaling Jaya, Selangor, Malaysia

Email: [email protected]

Phone: +6011-37260706