DYXY Terms and Conditions of Participation in Distribution of DYXY PRODUCTS.

1. Introduction

This Agreement ("Agreement") between YOU and DYXY Cosmetics ("DYXY") consists of these DYXY
Products Distribution Program's (the "Program") and DYXY Standard Terms and Conditions ("Terms
and Conditions"). By checking the button to join DYXY, you are participating in the Distribution
Program and become the DYXY Account Holder, AND THAT you agree that the effective date of the
applicable for this Agreement is the date on which you check such given box and thereby you agree
to be bound by these Terms and Conditions and all polices and guidelines referred to and to any
amendments or modifications thereto issued by DYXY from time to time

The Terms and Conditions are owned or controlled by DYXY and its subsidiaries and affiliates.
Throughout these Terms and Conditions, at any juncture the words 'we', 'our', or 'us' are used, we are
referring to DYXY.

We reserve the right to make amendments or modifications to these Terms and Conditions from time
to time, in its sole discretion. Your continued participation in the Distribution Program shall be deemed
that you agree with the all Terms and Conditions issued by DYXY for the Distribution Program including
the most-current version of the Terms and Conditions, all of which can be found on the DYXY website
(www.DYXYCOSMETICS.com) ("the Site") or on the DYXY Apps (DYXY HUB) (“The Apps”). As a
registered user of the Distribution Program, it is your responsibility to keep self-updated with the
revised terms and to comply with all the latest update of the term and condition by DYXY.

"YOU" or "DYXY Distributor" means any entity identified in an enrolment form via 'Sign Up' on the
Site (www.DYXYCOSMETICS.com) or on the DYXY Apps (DYXY HUB) (“The Apps”) submitted by you to
us for the purposes of joining the Distribution Program.

It is your responsibility to ensure that you understand the Terms and Conditions before you agree to
join the Distribution Program. If you have any questions please contact us with your enquiry at
admin@DYXYCOSMETICS.com.

2. Definitions

"Businesses" means the business of distributing and marketing of the PRODUCTS.

“Distribute", "Distributed" or "Distribution" shall mean to sell, distribute, market, promote, stimulate
interest in, solicit Orders for and provide services in connection with those activities.

“Brand Name” means the DYXY and associated Intellectual Property.

“Designs” mean the designs created and prepared by the DYXY from which You shall manufacture the
DYXY and at the time of manufacture shall include any modifications, improvements, or amendments
to the Designs devised or developed by the DYXY either before or during the term of this Agreement
and notified to You.
 “Intellectual Property” means the copyright, design rights, trademarks and all other intellectual
property rights capable of existing worldwide in the Designs, DYXY and in the Brand Name, whether
such rights are registered or not.

"Distributor Price" shall mean the price to be fixed for the PRODUCTS from time to time by DYXY.

“Off-line marketing” the action or marketing through the traditional way of selling goods or products.

“Online marketing" the action or marketing of goods activity through the internet or electronics
medium.

Order" shall mean a written Purchase Order for the PRODUCTS to be purchased by You.

"Order Terms" shall mean, notwithstanding any conflicting terms set forth on an Order, the terms and
conditions contained in this Agreement, and in any modifications thereto as may be agreed in writing.

“Party or party” shall means either DYXY or You,

“Parties or parties” shall means both DYXY and You.

“PRODUCTS" shall mean the DYXY PRODUCTS as shall be listed by DYXY from time to time and such
other DYXY PRODUCTS as DYXY shall distribute from time to time.

"DYXY Distributor" shall means any persons who have registered for the Distribution Program, with
the intention of participating in the distribution and marketing of the PRODUCTS.

"Minimum Purchase Requirements" shall be as set forth by DYXY.

"Site" means www.DYXYCOSMETICS.com

“Territory" shall mean the State of Malaysia.

"Trademarks", "Trade names" and "Copyrights" shall mean the trademarks, trade names and
copyrights owned or controlled by DYXY whether registered or arising by applicable law, and used in
connection with the PRODUCTS.

Words importing the masculine gender shall be deemed and taken to include the feminine and neuter
genders and the singular to include the plural vice versa.

3. Registration

Before registering for the DYXY Program, you warrant and affirm that you will NOT:

Join DYXY program unless your age at least 18 years old and have entered into this agreement of own
free choice;

Impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity;

Provide any information that: (a) is false, inaccurate, misleading or incomplete; (b) violates any law;
(c) is defamatory, trade-libelous, unlawfully threatening or unlawfully harassing; and (d) contains any
viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that
are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any
system, data or personal information.

The Program and its component elements are exclusively, permission based which requires all DYXY
Account Holders to Opt-in. That means the choice of joining and continuing to take part in the
Distribution Program and level of participation is entirely yours.

We reserve the right at our discretion to request verification of, or verify on your behalf, any
information provided by you, including but not limited to the information provided on the DYXY
registration form.

You may only apply for and maintain only one DYXY Account. If found any dubious name, we has the
right to withhold any and/or all payments and suspend or request a transfer of ownership for the
account.

You represent and acknowledge that all of the information provided by you to DYXY to enroll in the
Distribution Program is correct and current. You are the valid, bona fide owner of each Facebook,
Twitter, Google+, blog or any other Internet Communication Platform account for the purposes of this
Agreement and the Distribution Program. You have all necessary right, power, and authority to enter
into this Agreement and to perform the acts required of you hereunder.

You further represent and warrant that each Facebook, Twitter, Google+, blog or any Internet
Communication Platform account belonging to you and any material displayed therein before signing
up for this Program and throughout your use of this Program: (i) complies with all terms of use and
guidelines incorporated therein, applicable laws and regulations; (ii) does not breach and has not
breached any terms of use and guidelines incorporated therein, applicable laws, regulations, duty
toward or rights of any person or entity including, without limitation, rights of intellectual property or
rights or duties under consumer protection, product liability, tort, or contract; and (iii) is not
pornographic, hate-related or otherwise violent in content.

To register for joining the Distribution Program, you must validly provide information to us. Provided
you have complied with and agreed to these Terms and Conditions you will be issued with a user name
and password.

You must keep your user name, login password and security password confidential and must not
reveal your login password and security password to anyone. You are entirely responsible for any and
all activities that occur under your DYXY Account. DYXY will not be liable for any losses or damage
incurred as a result of the unauthorized use of your user name or password.

You agree to notify us immediately in the event of any unauthorized use of your DYXY Account or any
other breach of security. Notification should be made by email to admin@DYXYCOSMETICS.com.

The information you provide in the DYXY Account in your registration belongs to you.

Your DYXY Account, login password, security password and user name is personal to you and is not
transferable under any circumstances.

You may only use the Distribution Program for lawful purposes and shall comply with all provisions
laid down in the Malaysian Communications and Multimedia Act 1998, Electronic Commerce Act 2006
and any amendments thereto and any other laws in force in Malaysia including but not limited the
Penal Code, Defamation Act, Copyright Act and Trade Mark Act.
You must provide us with valid and truthful information. In particular you agree that the information
provided on the DYXY registration screens, together with any other personal contact details are valid
and correct.

You must inform us of any change in the information provided by you on the DYXY registration screens
(including but not limited to email address and other personal contact information) as soon as
practicable.

You further agree to use reasonable efforts to keep any other information provided up to date. As one
of the conditions of your use, you warrant and represent that you are a genuine or bona fide DYXY
Account Holder. It is your responsibility to ensure that your use of the Distribution Program complies
with this Agreement and any notices received by you from DYXY.

4. Privacy

Rights to Information

DYXY may retain and use all information you provide including but not limited to the Distribution
Program demographics and contact and billing information. You agree that DYXY may transfer and
disclose to third parties non-personally-identifiable information about you for the purpose of
approving and enabling your participation in the Distribution Program, including to third parties that
reside in jurisdictions with less restrictive data laws than your own. DYXY may also provide information
in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish
or exercise its legal rights or defend against legal claims. DYXY disclaims all responsibility, and will not
be liable to you, however, for any disclosure of that information by any such third party.

DYXY may share non-personally-identifiable information about you, including Program URLs, Program-
specific statistics and similar information collected by DYXY, with businesses and other third parties.
In addition, you grant DYXY the right to access, index and cache the Distribution Program, or any
portion thereof, including by automated means including Web spiders or crawlers.

DYXY may share non-personally-identifiable information about you, your Facebook account, or any
Internet Communication Platform Account, specific statistics and similar information collected by
DYXY, with Businesses, potential Businesses and other third parties.

You agree that DYXY may use your name in presentations, marketing materials, customer lists,
financial reports and web Twitter and Facebook account listings of customers.

For content that is covered by intellectual property rights, you specifically grant us a non-exclusive,
transferable, sub-licensable, royalty-free, worldwide license to use any IP content that you provide.

5. Intellectual Property Rights of DYXY

You acknowledge that ownership of and title in and all Intellectual Property rights, in all information
relating to the Distribution Program by DYXY, the modifications thereto, the associated
documentation and programs and this Terms and Conditions (“the Information”) are and shall remain
in DYXY. You acquire only the rights to use the Information under the terms and conditions of this
Agreement and does not acquire any ownership rights title in or to the Information.

6. Conditions of Use

6.1 The following are the principal conditions of your use of and participation in the Distribution
Program. Without prejudice to any of our rights against you in the event you breach any terms
 and conditions of this Agreement, we reserve the exclusive and discretionary right to terminate
your use of the Distribution Program by deactivating of your DYXY Account and banning you
from registering for any further DYXY Account should you violate or fail to comply with any of
the following conditions:

 You may not join nor use this Program on behalf of another person;

 You must not use anyone else's DYXY Account;

 You must not edit, hidden, remove or delete any advertisement that been shared by you on
your Facebook wall via DYXY program.

 You must not joint or participate with any other cosmetics company that offer similar
products as DYXY.

 You must not upload and inject into the DYXY network in any manner any content containing
any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming
routines that are intended to damage, detrimentally interfere with, surreptitiously intercept
or expropriate any system, data or personal information;

 You must not upload or transmit any information that infringes any patent, trademark, trade
secret, copyright or other proprietary right of any party;

 You must not use the Distribution Program to send unsolicited messages;

 You must not use, post or transmit any material of any kind which DYXY considers, does or is
likely to damage the Businesses or the reputation of DYXY;

 You must not post on any account for an Internet Communication Platform that you do not
own.

 You must not misrepresent, deceive or trick internet users into clicking on your link to Specials
by using images, sounds, text, email addresses, unrelated links or any other form of
misrepresentation;

 You must not use private/anonymous browsing modes on your internet browser while using
the Distribution Program;

 You must not use cloak browsing while using the Distribution Program;

 You must not facilitate or encourage any violation of these terms and conditions;

 You must not use any pornographic or any material containing nudity or sexual content while
using the Distribution Program;

 You must not demand, request or ask other internet users to click on your links or links to your
Specials;

 You must not infringe the intellectual property rights belonging to DYXY or that of any other
party;

 You must not breach, violate or contravene any terms, incorporated guidelines, rules or
policies of Facebook, Twitter, blogs or any other Internet Communication Platform during
your utilisation of those accounts in relation to use of this Program. Facebook Terms and
Conditions, Facebook Platform policies,Twitter Terms and Conditions;
  You will not use our copyright or trademarks any confusingly similar marks, or any of our
intellectual property rights without our written permission;

 You will not infringe any of our intellectual property rights, as explained under the heading
"Intellectual Property Rights" below;

 You must not set the story shared to your Facebook’s wall other than PUBLIC view.

7. Appointment as Distributor

Appointment

7.1 In consideration of the obligations undertaken by You under this Agreement DYXY hereby
grants to You a license to distribute, and market the DYXY, throughout the Territory, either
through Online or Off-Line marketing in accordance with the terms of this Agreement.

7.2 DYXY also grants to You an licence to:

(i) distribute and market any new products that the DYXY develops (subsequent to this
Agreement) in the Territory;
(ii) Advertise and promote materials associated with the DYXY and the Brand Name marketed
by You, whether created by the DYXY or otherwise.

7.3 DYXY may at its own discretion limits, modify or change the Territory either Online marketing
or Off-line marketing from time to time by giving One (1) month notice of the same to You.

7.4 You shall not in any way whatsoever circumvent, exploit, monopolize, intimidate, involve in any
scams involving the products or in any manner jeopardize or injure the reputation of DYXY in
distributing and marketing the PRODUCTS either by yourself or through any third parties in any
form or in any manner whatsoever to any other person or body of persons or any third parties
whether in Malaysia or otherwise. Notwithstanding anything in this Agreement, DYXY shall be
entitled to impose a penalty in the sum of RINGGIT MALAYSIA ONE MILLION (RM 1,000,000.00)
towards agreed liquidated damages in the event that You shall breach the provisions of this
Clause.

8. Responsibilities of Parties

8.1 You are solely responsible for your Facebook, Twitter or any other Internet Communication
Platform account(s), including all content and materials, maintenance and operation thereof,
the proper implementation of DYXY's guidelines, and adherence to these Terms and
Conditions, including compliance with the Distribution Program rules, guidelines, customs and
policies. In any case, DYXY reserves the right to investigate, at its own discretion, any activity
that may violate these Terms and Conditions, DYXY is not responsible for anything related to
your Facebook account(s), Twitter account(s) or any other Internet Communication Platform,
including without the transmission of data between your Facebook account(s), Twitter
account(s), or any other Internet Communication Platform and DYXY.

9. Your Rights and Duties

9.1 Your obligations under this Agreement shall, without limitation, include the following:
(a) You shall at its own costs and expenses use all reasonable efforts to Distribute THE
PRODUCTS;

(b) You shall not tamper, change or in any way whatsoever modify the content of the
PRODUCTS.

(c) You shall be responsible for all advertising and promotional materials for PRODUCTS
other than the advertisement and promotion by DYXY. All costs pertaining to the said
advertising shall be borne by You;

(d) You shall in distributing and promoting the PRODUCTS comply with all relevant
governmental rules and regulations in the Territory in the distribution and promotion of
the PRODUCTS either online or off-line including but not limited to the Malaysian Anti
Money Laundering Anti-Terrorism Financing and Proceeds of Unlawful Activities 2001
(AMLATFAPUA), Malaysian Communications and Multimedia Act 1998, Electronic
Commerce Act 2006, Computer Crimes Act 1997 any amendments thereto and any other
laws in force in Malaysia including but not limited the Penal Code 1936 (Act 574),
Defamation Act 1957, Trade Description Act 2011 and any order or regulations made
thereunder, Copyright Act 1976 and Trade Marks Act 1976. You shall indemnify and keep
DYXY indemnified from any breach and non-compliance thereof;

(e) You shall be entitled to do any promotions for the PRODUCTS.

(f) You will make no representations or warranties with respect to the PRODUCTS other than
those specifically authorized in writing by DYXY.

(g) You agree to on-going training and sales meetings as required by DYXY so as to be able
to adequately describe, demonstrate and sell the PRODUCTS. DYXY will provide the
technical staff for the said training and that You shall be responsible for the transport,
meals and accommodation allowance of the said staff.

(h) You agree to participate with DYXY any exhibition or contest in Malaysia or otherwise and
that the costs of participating the exhibition or contest shall be borne by You.

(i) You may appoint any sub-Distributor or Drop shipper for the marketing of the PRODUCTS.
Any appointment of a Sub-Distributor and/or the Drop Shipper by the DISTROBUTOR shall
be forwarded to You within Seven (7) days of such an appointment for DYXY approval.
You shall maintain the list of the Sub-Distributors and Drop Shippers at all times and made
it available upon request by DYXY at any time.

(j) You shall have entire charge of the management and operation of Your business; You
shall furnish all equipment and vehicles, and hire and pay the wages of all assistants and
employees required for the operation of Your business and not claimed any expenses
from DYXY at any time.

(k) DYXY reserves no supervision or control over You in the facilities, employees, and
methods to be used and employed by You in carrying out the purposes of this agreement
other than the rules guidelines and regulations issued by DYXY, and shall in no event be
responsible for negligence of You or Your employees.
10. Rights and Duties of DYXY

10.1 DYXY shall have the following obligations under this Agreement.

(a) The DYXY shall assist You in all technical aspects in relation to the distribution of the
PRODUCTS.

(b) The DYXY shall manufacture the PRODUCTS to its own specifications and at all times
use it’s reasonable endeavours to ensure that the products are of the highest quality
possible.

(c) DYXY shall provide to You a reasonable quantity of literature, brochures, and other
materials SUBJECT ALWAYS THAT You shall pay all costs for the said materials the
amount of which shall be mutually agreed between the parties hereto.

(d) DYXY will deliver the PRODUCTS to You within Seven (7) days after receiving a faxed,
electronic mail or mailed Order from You. You shall submit monthly forecast to enable
DYXY to stock the PRODUCTS for You. If the order is greater than 30% from the
forecast, DYXY will have up to an additional Fourteen (14) days to deliver PRODUCTS
exceeding 30% over the forecast.

(e) DYXY shall be entitled at its own discretion to issue any rules, guidelines and
regulations pertaining to the distribution and marketing of the PRODUCTS from time
to time and that You shall abide by all the rules, guideline and regulations to be issued
by DYXY.

11. ORDER

11.1 The Orders shall be placed with DYXY by mail, email or facsimile (or by phone with explicit
approval from DYXY) at the following address:

COMPANY NAME : DYXY Cosmetics

COMPANY NO : 002612375-T
BUSINESS ADDRESS : 1-9 jalan dagang b/3a, Taman Dagang, 68000 Ampang, Selangor.
EMAIL : admin@DYXYCOSMETICS.com

11.2 All orders must be made through a Purchase Order (PO) and shall be accompanied with
payment in full unless otherwise agreed by DYXY.

11.3 Orders shall be fulfilled by DYXY within Seven (7) days period from the date of the Order
(inclusive the date of Order).

11.4 Orders shall be subject to acceptance by DYXY.

11.5 DYXY reserves the right to reject any Order or to cancel any Order previously accepted in
writing if, in DYXY' discretion, DYXY determines that such Order will not be paid for in
accordance with the Order Terms or that the Products will not be Distributed in accordance
with the terms and conditions set forth in this Agreement.
11.6 Upon a determination that DYXY intends to cancel a previously accepted Order, DYXY shall
give You, prompt written notice of such cancellation and DYXY will be under no further
obligation to deliver Products under that Order, unless You provides adequate assurances to
DYXY that You will comply fully with Your obligations under this Agreement.

12. PRICE AND PAYMENT TERMS

12.1 All sales prices for the PRODUCTS shall be fixed by DYXY.

12.2 You shall not sell the PRODUCTS at less than the authorized prices, which prices will be
reflected in price schedules that will be furnished to You from time to time.

12.3 The price payable by You to DYXY for any Product shall be You Price on the date of the Order
for such Product as shall be fixed by DYXY from time to time at DYXY own discretion.

12.4 All Orders shall be paid as follows:

(a) if by cash, upon issuance of the Purchase Order, a sum amounting to One Hundred
Percent (100%) from the Purchase Price shall be paid. If payment is not received by DYXY
within the said 30 days, the payment shall bear a late payment charge equal to 1.5% per
month (or partial month) that the payment is delayed.

(b) if by way of Irrevocable and Transferable Letter of Credit (at sight), within 30 days of the
date of invoice. If payment is not received by DYXY within said 30 days, the payment shall
bear a late payment charge equal to 1.5% per month (or partial month) that the payment
is delayed.

12.5 All Products sold and all prices quoted by DYXY are ex-warehouse and You shall be responsible
for selecting the carrier responsible for transporting Products to Your warehouse in
accordance with the guidelines as shall be laid out by DYXY from time to time. DYXY will work
with You to minimize transportation and associated costs.

12.6 You shall pay for all transportation costs and all costs for insuring the Product while the
Product is in transit and while the Product is in Your control.

12.7 Title and risk of loss for the Product shall shift from DYXY to You when You accept the delivery
of the Product either at the DYXY premises or when the Product is delivered to the common
carrier transportation company for shipment to You.

12.8 You shall be responsible to pay the Sales Tax or such other taxes as may be imposed by the
Government of Malaysia through Customs Department or any other agencies from time to
time.

12.9 You shall pay for all transportation costs and all costs for insuring the PRODUCTS while the
PRODUCTS is in transit and while the PRODUCTS is in Your control.

12.10 Title and risk of loss for the Raw Material for the PRODUCTS shall shift from DYXY to You when
You accept the delivery of the PRODUCTS either at the DYXY premises or when the PRODUCTS
is delivered to the common carrier transportation company for shipment to You and after full
payment for the Price of the PRODUCTS has been fully paid.
12.11 You shall be responsible to pay the Good and Services Tax or such other taxes as may be
imposed by the Government of Malaysia through Customs Department or any other agencies
from time to time.

13. WARRANTY

The DYXY represents and warrants that:

(i) it has the unrestricted right and authority to enter into this Agreement, and to grant the
rights and licenses contemplated hereunder with respect to the PRODUCTS; and

(ii) it has all rights in and to all patents, copyrights, trademarks, trade secrets or other
proprietary rights associated with the PRODUCTS that are necessary to market,
distribute, and license the PRODUCTS; and

14. PERIOD OF THE AGREEMENT AND TERMINATION

14.1 Your authorization to Distribute Products shall remain in full force and effect for three (3)
years from the date of this Agreement and may be renewed for another three (3) years on
application by You and at the discretion of DYXY and subject to further terms and condition
as may be imposed by DYXY; provided however that at any time during the initial term or any
renewal term, this Agreement may be terminated as follows:

(a) By mutual agreement without cause, after Thirty (30) days written notice of
termination;

(b) By DYXY, at its sole discretion, in the event that You shall have failed to order any
PRODUCTS within a period of Three (3) consecutive months OR fail to pay any amount
outstanding and due to DYXY in accordance with this AGREEMENT and that You shall
fail to remedy the default within Thirty (30) days of Notice Specifying the default issued
by the DYXY.

(c) By either party, upon giving notice to the other party that such other party is in breach
of its obligations under this Agreement, if such other party fails to cure the breach
within Thirty (30) days after receipt of written notice of the breach;

14.2 Upon the effective date of termination of this Agreement for whatever reason, the right of
You to Distribute PRODUCTS will cease and You will immediately discontinue all use of DYXY'
Trade names, Trade Marks and Copyrights.

14.3 Upon any termination of this Agreement, the provisions in Section 2, 13, 16, 17, 18, 19, 20, 21
22, 23, 24 and 25 shall remain in effect as necessary to carry out the purpose of those Sections
after termination. Additionally, to the extent that You is allowed to retain and sell its
remaining stock of the PRODUCTS, all provisions of this Agreement shall remain in effect as
applicable for said sales of the remaining DYXY stocks of the PRODUCTS.

15. ASSIGNMENT
15.1 None of the parties hereto may assign any of its rights or obligations hereunder without the
consent of the other party PROVIDED that any party may assign all (but not part) of its rights
and obligations hereunder to a subsidiary of the assignor or to the assignor’s holding company
or to a subsidiary of the assignor’s holding company on condition that in the case of any such
assignment the assignor shall remain fully liable for the performance of its obligations
hereunder and on condition that any such assignee shall assume all of the obligations of the
assignor hereunder. For the purpose of this Agreement the expression “subsidiary” and
“holding company “shall bear the meanings as described by the Companies Act 2017.

15.2 It shall be a condition of the assignment that the assignee (if it shall not then be a party to this
Agreement) shall prior to this assignment enter into a covenant with parties to this Agreement
for the time being to be bound by the terms and conditions herein contained as though he
were an original party hereto.

16. NO DAMAGES ARISING FROM TERMINATION

16.1 Upon termination of the Agreement other than material breach of this Agreement by either
party as provided for in Clause 8 (1) (c) above, neither party shall be liable to the other for any
damages (whether direct, consequential, or incidental and including expenditures, loss of
profits or prospective profits of any kind) sustained or ensuring out of, or alleged to have been
sustained or to have arisen out of, such termination other than any antecedent breach or
matters which is specifically stated under this Agreement.

17. WARRANTY DISCLAIMER AND WAIVER OF CONSEQUENTIAL DAMAGES

17.1 EXCEPT FOR THE EXPRESS WARRANTY CONCERNING PRODUCTS CONTAINED IN SECTION 7
HEREIN, DYXY MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED
(INCLUDING IMPLIED WARRANTIES OF MERCHANT ABILITY AND FITNESS FOR A PARTICULAR
PURPOSE) CONCERNING ANY PRODUCTS OR OTHERWISE CONCERNING MATTERS
CONTEMPLATED BY THIS AGREEMENT.

You ACKNOWLEDGES AND AGREES THAT DYXY' SOLE RESPONSIBILITY IN THE CASE OF ANY
BREACH OF WARRANTY SHALL BE FOR DYXY TO COMPLY WITH DYXY' POLICY AS SET FORTH IN
SECTION 7 ABOVE.

Waiver of Consequential Damages:

IN NO EVENT SHALL EITHER PARTY BE LIABLE OR OBLIGATED IN ANY MANNER FOR ANY
SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING
WITHOUT LIMITATION LOST PROFITS) REGARDLESS OF THE FORM OF ACTION, WHETHER IN
CONTRACT, TORT, NEGLIGENCE, STRICT PRODUCTS LIABILITY, OR OTHERWISE, EVEN IF SUCH
PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGES IN ADVANCE.

17.2 Limitation of Liability

(a) IN NO EVENT SHALL DYXY BE LIABLE UNDER THESE TERMS AND CONDITIONS FOR ANY
DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES, OR
DAMAGES OF ANY KIND WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN
IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN ANY
EVENT, ANY DAMAGES WILL BE CAPPED AT RM100.00
 (b) Each party acknowledges that the other party has agreed to these Terms and Conditions
relying on the limitations of liability stated herein and that those limitations are an essential
basis of the bargain between the parties.

(c) DYXY will not be liable for any failure or delay in performance of our obligations under this
Agreement, resulting from any condition beyond the reasonable control of DYXY including but
not limited power failures, network failures, server failures, any electronic and technical
malfunction, viruses, outages to any public internet backbones, networks or servers, any
failures of your equipment, any hacking, system security breaches, systems or local access
services, unforeseeable disruptive behavior by our current or former employees, interruptions
in internet services in areas where your servers are located or co-located, governmental action
or acts of terrorism, earthquake or other acts of God, labor conditions, strikes, riots,
insurrection, fires, floods, explosions, war, governmental action, labor conditions,
earthquakes, natural disasters, or interruptions.

17.3 Indemnification

(a) You agree to indemnify and hold DYXY, its parents, subsidiaries and affiliated organizations,
and their directors, officers and employees, harmless from any claim or demand, including
reasonable legal fees, made by any third party, including but not limited to Facebook, Twitter,
or any other Internet Communication Platform due to or arising out of your use of the
Distribution Program, your DYXY Account, the Site, the Network or your violation of these
Terms of Service. If you violate these Terms of Service, in a way that causes harm to others,
you agree to indemnify and hold DYXY harmless against any liability for that harm.
18. LEGAL RELATIONSHIP & INDEMNITY

18.1 The relationship between DYXY and You is that of supplier and purchaser. You is an
independent contractor and is not the legal representative, agent, joint venture, partner, or
employee of DYXY for any purpose whatsoever. You has no right or authority to assume or
create any obligations of any kind or to make any representations or warranties, whether
express or implied, on behalf of DYXY, or to bind DYXY in any respect whatsoever.

18.2 Each party shall indemnify and hold harmless the other party from any claims, injuries, and
damages, including all reasonable costs and expenses (such as attorneys' fees), as a result,
whether direct or indirect, stemming from the negligence, recklessness, or willful misconduct
of the other party or such other party's officers, employees or agents.

18.3 DYXY agrees to defend, indemnify and hold You harmless from and against damages, costs,
liabilities, expenses (including, without limitation, reasonable attorneys' fees) and settlement
amounts incurred in connection with any suit, claim or action by any third party (a "Claim")
alleging that the PRODUCTS when used according to the documentation accompanying the
PRODUCTS, infringes an intellectual property right of a third party. The foregoing obligation
shall not extend to any Claims of infringement arising out of or related to (i) a modification of
the PRODUCTS by anyone other than DYXY; or (ii) a combination of the PRODUCTS with any
third-party software or equipment to the extent that such combination is the cause of such
infringement. DYXY' obligation to defend, indemnify and hold You harmless is subject to You
(i) giving DYXY prompt written notice of any such Claim; (ii) giving DYXY sole control over the
defense and settlement of any such Claim (provided that DYXY may not use any non-monetary
assets of You in a non-monetary settlement without Your prior written consent); (iii) providing
full cooperation for the defense of any such Claim, at DYXY's expense; and (iv) not entering
 into any settlement or compromise of any such Claim without DYXY' prior written approval.
In the event any PRODUCTS is alleged to infringe or is believed by DYXY to infringe upon any
intellectual property right of a third party, DYXY may, at its sole option and expense, elect to
(i) modify the PRODUCTS so that such PRODUCTS become non-infringing; (ii) replace the
PRODUCTS with a non-infringing PRODUCTS which is functionally substantially equivalent or
(iii) obtain a license for You to continue to sell the PRODUCTS. The remedies granted to You
under this Section shall be Your sole and exclusive remedies for any infringement by the
PRODUCTS.

19. USE OF DYXY TRADEMARKS AND COPYRIGHTED MATERIAL

19.1 Intellectual Property Rights

(a) You acknowledge that DYXY owns all right, title and interest, including without
limitation all Intellectual Property Rights in the PRODUCTS (excluding items licensed by DYXY
from third parties and excluding any third-party products), and that you will not acquire any
right, title, or interest in or to the PRODUCTS except as expressly set forth in these Terms and
Conditions.

(b) You will not modify, adapt, translate, prepare derivative works from, decompile,
reverse engineer, disassemble or otherwise attempt to derive source code from any
DYXY services, software, or documentation, or create or attempt to create a substitute
or similar service or product through use of the PRODUCTS or proprietary information
related thereto.

(c) You will not remove, obscure, or alter DYXY's copyright notice or other proprietary
rights notices affixed to or contained within any DYXY's PRODUCTS

(d) "Intellectual Property Rights" means any and all rights existing from time to time
under patent law, copyright law, semiconductor chip protection law, trade secret law,
trademark law, unfair competition law, law of confidence and passing off and any and
all other proprietary rights, including all amendments now or hereafter in force and
effect worldwide.

(e) You are granted a limited, non-exclusive license to use the Intellectual Property Rights
made available by DYXY solely for use under the Distribution Program and in
accordance with these Terms and Conditions.

(f) You may not however, distribute, modify, copy, transmit, display, reproduce, use,
publish, license, create derivative works or sell or deal in the course of trade in any
manner any Intellectual Property Rights belonging to DYXY.

(g) If you use the Intellectual Property belonging to DYXY in a way that is not clearly
allowed by these Terms of Service, you are violating these Terms and Conditions and
may be violating copyright, trademark, and other laws. In that case, we automatically
revoke your permission to use the Distribution Program.

(h) You shall not, without DYXY prior written consent, disclose, provide or make available
any of the information in the Distribution Program in any form to any person or body
of persons for any other purposes other than the purpose stipulated for the
Distribution Program under this Terms and Conditions.
 (i) Your obligations under this Clause shall survive the termination of this Term and
Conditions upon you cease to be the DYXY Distributor.

19.2 You may use all trade-marks, trade names, patent, copy rights, approvals by the Health
Ministry of Malaysia and all other materials furnished by DYXY which contain DYXY
Trademarks, Trade names and Copyrights only with respect to the distribution and sale of said
PRODUCTS, in accordance with the terms of this Agreement. Any such use shall be on a
transferable, sub-licensable, and exclusive basis. You shall not be required to notate, or
otherwise credit DYXY beyond use of name for individual PRODUCTS trademarks.

20. PROPRIETORY RIGHTS

DYXY will retain all of its rights and title to and ownership of all Copyrights, Trademarks, Trade
names, trade secrets, patents, and all other intellectual property embodied in the PRODUCTS.
Except as otherwise expressly provided in this Agreement, You will have no right, title or
interest in the intellectual property embodied in the PRODUCTS, excepting only Your limited
rights to use Trademarks, Trade names and Copyrights as specified in Section 13 hereof.

21. RESTRICTION ON TRADE AFTER TERMINATION

21.1 You hereby agree and undertake as follows:

(a) That during the period of Three (3) years (“the Restraint Period”) from the date of
any termination by DYXY of this Distributorship under this Agreement or in case of
the absence of any termination of this Agreement by DYXY, any willful cessation of
distribution and marketing activity by You itself in any way whatsoever whether by
notice or otherwise, You, or its Directors and Shareholders do hereby agree that
during any part of the restraint period to be interested or engaged in any capacity
whatsoever including but without prejudice to the generality of the aforegoing as
trustee, proprietor, shareholder, member, manager, director, adviser, consultant,
partner, employee, financier or agent in or for any person which is directly or
indirectly engaged, interested or concerned in a the same or similar competitive
activity or business of DYXY in the Territory.

(b) You, its Directors and Shareholders shall during any part of the Restraint Period, to
the extent that the same are protected by law, disclose any trade secrets and/or
confidential information of the business other than DYXY. The Trade secrets and
confidential information shall include (but not limited to) all and whatever
information relating to the business and their suppliers and customers which is not
readily available in the ordinary course of business to their competitors.

(c) It is hereby acknowledged by You that the restraint imposed upon them and its
Directors and Shareholders are to be interpreted in the widest sense possible and
are reasonable to the subject matter, period and territorial limitation and are no
more than reasonably necessary required by DYXY to maintain the goodwill, and
its legitimate business interests in respect of, the business.

(d) The provisions in Clause 15.1 (a) (b) and (c) above shall be construed as imposing
separate, severable and independent restraints in respect of;
(i) You in favor of DYXY;
 (ii) Each of the months falling within the restraint period;

(iii) Each area falling within the Territory;

(iv) Each activity falling within the ambit of a competitive activity;

(v) Each capacity in relation to a competitive activity which You, its

Directors and Shareholders is prohibited from holdings in terms of
this Agreement.

(e) The restraint as set out in Clause 15.1 (a) (b) (c) and (d) above shall be given the
widest possible interpretation and no restraint or combination of restraints shall
be limited by reference or inference from any other restraint or combination of
restraints provided however that the invalidity or unenforceability of any one or
combination or restraint referred to in this Clause shall not affect the validity or
enforceability of any of the other restraint referred to in Clause 15.1 (a) or another
combination of such restraints.

(f) You undertake that neither them nor any person in or by which it is directly or
indirectly interested or employed will during the restraint period and whether for
reward or not, directly or indirectly:

(i) Encourage or entice or persuade or induce any employee of the DYXY to

terminate his employment with DYXY;

(ii) Furnish any information to any employee then employed by DYXY or to any
prospective employer of such employee or use any other means which are
directly or indirectly, in any way interested in or associated with any other
person;

Or attempt to do so.

(g) The above restraints shall endure also in favor of the successors-in-title. The term”
successors-in-title” shall mean any person who: -

(iii) acquires the business of DYXY; or

(iv) acquire the goodwill of the business of the DYXY; or

(v) becomes the Beneficial Owner of such goodwill through his shareholdings
any company; or

(vi) has acquired by cessation the right to enforce the restraints embodied
herein.

22. CONFIDENTIAL INFORMATION AND NON-CIRCUMVENTION

22.1 All transaction between the parties hereto shall be on a confidential basis. Each of the party
hereto agrees that it will maintain the confidentiality of all electronic, verbal and written
communications from the other party which are designated, or which should reasonably be
regarded in the normal commercial view, as constituting confidential information, business
secrets or proprietary information.

22.2 The parties hereto hereby agree: -

(x) to treat as confidential during the subsistence of this Agreement and after its termination
all technical and commercial information, knowledge and know-how furnished to each of
them by the other by virtue of this Agreement;

(xi) to refrain from disclosing such information, knowledge and know-how to any person, firm
or company even if such party holds substantial interest therein without the prior written
consent of the others;

(xii) to cause, instruct, direct and oblige its Directors, officers and employees or any other
person which has access to any of the foregoing information knowledge and know-how
to keep the same confidential.

(xiii) to treat as confidential during the subsistence of this Agreement and after its termination
all technical and commercial information, knowledge and know-how furnished to each of
them by the other by virtue of this Agreement;

(xiv) to refrain from disclosing such information, knowledge and know-how to any person, firm
or company even if such party holds substantial interest therein without the prior written
consent of the others;

(xv) to cause, instruct, direct and oblige its Directors, officers and employees or any other
person which has access to any of the foregoing information knowledge and know-how
to keep the same confidential.

22.3 The Parties hereby legally, wholly and irrevocably bind themselves and guarantee to one
another that they shall not directly or indirectly interfere with, circumvent or attempt to
circumvent, avoid, by-pass or obviate each other’s’ interest, or the interest or relationship
between the Parties hereto, by means of any procedures for the purpose of changing,
increasing or avoiding, directly or indirectly, payments of established or to be established
fees, commissions, or the continuance of pre-established relationships, or to intervene in
un-contracted relationships with, intermediaries, entrepreneurs, legal counsel, public
authorities or to initiate any buy/sell or any transactional relationship that by-passes any
one of the parties herein in favour of any other individual or entity, in connection with this
Agreement or any PRODUCTS or any related future transaction or PRODUCTS.

22.4 Confidential information shall not include any such information which (i) is or becomes
generally available to the public other than as a result of unauthorized disclosure by either
party; (ii) has been or is made available to either party from a third party which is not under
an obligation of confidentiality to either party or its affiliates; (iii) was previously known by
the receiving party prior to disclosure by the other party; or (iv) was developed
independently of any disclosures make hereunder. In the event either party is required to
make disclosure of Confidential Information regarding the other due to legal process, such
party shall immediately notify the other and reasonably cooperate with the owner of such
Confidential Information in any efforts to limit or object to such disclosures being made.
22.5 If any party to this Agreement has had any previous contact with any individual, corporations
or institutions which has been disclosed to him by any other party to this Agreement, such
information shall be recorded below and shall not be subjected to this Agreement. The
absence of any such exception shall be prima facie proof of the presence of any prior contact
except through the parties of this Agreement.

22.6 This Confidentiality and Non-Circumvention provision shall survive termination of this
Agreement and the parties may be required to execute a separate Agreement for this
Provision.

23. PUBLICITY

23.1 No Announcements without Consent

Each party shall not issue or make any announcement or other publicity concerning the
making or the contents of this Agreement without the prior written consent of the other party
save as required by any statutory or regulatory authority.

23.2 Procedure for Approving Announcements

A party must not make any public disclosure, communication or announcement about this
Agreement except:

(a) with the prior written consent of the other Party; or

(b) to comply with accounting, legal, Stock Exchange or other regulatory requirements.

23.3 You agree that DYXY may use your name and logo in presentations, marketing materials,
customer lists, financial reports, industrial report, Web site listings of customers, Search
Results Pages, and Referral Pages.

24. COMPLIANCE WITH LAWS AND REGULATIONS

24.1 Both parties hereto shall comply with all laws, rules and regulations of any Authority which
are now or may in future become applicable to the business including but not limited to the
provisions in Money Laundering and Terrorism Financing Act 2001 and any amendments and
modifications thereof.

24. TAXES

24.2 All taxes profit /property gains made or secured by DYXY shall be the sole responsibility of
DYXY and shall be borne and paid by DYXY to the relevant authorities. All taxes on profit
/income made or secured by You shall be the sole responsibility of You and shall be borne and
paid by You to the relevant authorities.

25. SPECIFIC PERFORMANCE

25.1 Each party hereto shall be entitled to the remedy of specific performance of this Agreement
against each and another for the purpose of enforcing their rights and liabilities under this
Agreement.

26. SETTLEMENT OF DISPUTES

26.1 If any dispute or difference of any kind whatsoever shall arise between the parties in
connection with or arising out of the Contract, the matter shall in the first instance be referred
by the one party to the other. Such reference shall state that it is made pursuant to this clause.
Within thirty (30) days of receipt of such notice by one party to the other both parties shall
meet to discuss the dispute and shall pursue and agree an amicable solution of the aforesaid
dispute to the satisfaction of both parties to the Agreement.

26.2 If the parties fail to arrive at an amicable solution within sixty (60) days from receipt of the
notice served pursuant to sub-clause 1 hereof, then the dispute may be referred to the Court
of Laws in Malaysia.

27. DOCUMENTS MUTUALLY EXPLANATORY

27.1 All parts of this Agreement are intended to be correlative and complementary and any
obligation imposed by one part and not mentioned in another shall be performed to the same
extent and purpose as though required by all. The misplacement, addition or omission of a
word or character shall not change the intent of any part of the Agreement from that set forth
by the Agreement as a whole. In the event of ambiguities or discrepancies between
documents the same shall be explained and adjusted by You who shall thereupon issue to the
DYXY instructions directing in what manner the Agreement is to be carried out.

28. LANGUAGE

28.1 The ruling language of the Contract shall be the English language. Any translation whether in
Bahasa Malaysia or Bahasa Indonesia served only as a guidance.

29. FORCE MAJEURE

29.1 Except as to the timely payment by You of the purchase price of PRODUCTS purchased by it
under this Agreement, no failure or omission to carry out or observe any of the terms,
provisions, or conditions of this Agreement will give rise to any claim by one party against the
other, or be a breach of this Agreement, if the same is caused by or arises out of one or more
of the following conditions: acts of God; acts, regulations or laws of any government; war; civil
commotion; destruction of facilities or materials by fire, earthquake or storm; labor
disturbance; epidemic; failure of public utilities or of suppliers; or any other event, matter or
thing wherever occurring and whether or not of the same class or kind as those set forth
above, which is not reasonably within the control of the affected party. However, the parties
will endeavor to avoid, remove, or cure all such conditions as soon as is reasonably feasible.

30. CHOICE OF LAW AND JURISDICTION

30.1 This Agreement shall be governed by and construed and enforced in accordance with the
laws of the Malaysia and the parties hereto agree to submit to the Malaysian courts of law.
31. SPECIAL PROVISIONS APPLICABLE TO USERS OUTSIDE MALAYSIA

32. 31.2 DYXY strive to create a global community with consistent standards for everyone, but
we also strive to respect local laws. The following provision applies to users and non-users
who interact with DYXY outside Malaysia: you consent to having your personal data
transferred to and processed in Malaysia.

33. QUESTIONS, COMMENTS, AND NOTICES

33.1 If you would like to seek access to personal information we hold about you, or if you have any
questions or complaints about how we collect, use, disclose, manage or store your personal
information, you can contact the department that collected your personal information in the
first instance, or write to:

COMPANY NAME : DYXY Cosmetics

COMPANY NO : 002612375-T
BUSINESS ADDRESS : 1-9 jalan dagang b/3a, Taman Dagang, 68000 Ampang, Selangor.
EMAIL : admin@DYXYCOSMETICS.com

34. COMPLETE AGREEMENT

This Agreement constitutes the entire contract between DYXY and You. All prior or
contemporaneous agreements, proposals, understandings and communications between or
involving DYXY and You are replaced in their entirety by this Agreement, except that this
Agreement shall not relieve either party from making payments which may be due and owing
under any agreements or contract made prior to the date hereof. This Agreement may be
amended only by a written instrument executed by authorized representatives of DYXY and
You.

35. SEVERABILITY

35.1 Each clause hereof shall be deemed to be independent and the invalidity of any such clause
which may be unenforceable as contrary to the principles of law shall not affect the validity
of any other clause of this Agreement.

36. NON-WAIVER

36.1 No failure or delay on the part of any party hereto in exercising any power or right hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of such right or power
preclude any other or further exercise thereof or the exercise of any other right or power
herein.

37. MUTUAL AGREEMENT

37.1 In entering into this Agreement, the parties hereto recognize that it is impracticable to make
provision for every contingency that may arise in the cause of the performance thereof.
Accordingly, the parties hereto hereby declare it to be their intention that this Agreement
shall operate between them in accordance with the principles of good faith with fairness and
without detriment to the interests of any of them and if in the course of performance of this
Agreement unfairness to any party is disclosed or anticipated then the parties hereto shall use
their best endeavor to agree upon such action as may be necessary and equitable to remove
 the cause or causes of the same.

38. AMENDMENTS

38.1 No amendment, modification, variation, revocation, cancellation, rescission, substitution or

waiver of, or addition or supplement to any of the provisions of this Agreement shall be
effective unless it is in writing and duly signed by both parties hereto,

39. SURVIVAL OF RIGHTS

39.1 Termination of this Agreement for any cause shall not release any party hereto from any
liability which at the time of termination has already accrued to the other party hereto or
which thereafter may accrue in respect of any act or omission prior to such termination.

40. COUNTERPARTS

40.1 This Agreement is signed in two identical counterpart originals each of which is to be
considered the original.

41. NOTICES

41.1 Messages and Notices from DYXY

(a) It is a condition of your use of the Distribution Program that you agree to receive
messages or notices from DYXY relating to program via the internet or otherwise, including
your cell phone or any other communication devices.

(b) Should you at any time wish to discontinue receiving these messages from DYXY
then you can do so by cancelling your DYXY Account and discontinuing your use of the
Distribution Program.

42. SERVICE OF DOCUMENTS

42.1 Any notice, request or demand required to be served by either party hereto to the other under
this Agreement shall be in writing and shall be deemed to be sufficiently served –

(a) if it is sent by the party or his solicitors by registered posts Email, facsimile or any other
electronic means including any Internet Applications addressed to the other party’s
address hereinbefore mentioned and in such case, it shall be deemed to have been
received within three (3) days after postings or in case of electronic communications,
at the time of sending such notice; or

(b) if it is given by the party or his solicitors by hand to the other party or his solicitors.

(c) Any change of address either manual or electronic mail by either party shall be
communicated to the other.

43. STAMP AND SOLICITORS FEE.

43.1 The stamp and registration fee for this Agreement shall be borne and paid by You.
44. APPENDIX

44.1 Any Appendix hereto shall form part of this Agreement and shall be read, taken and construed
as an essential part of this Agreement.

45. TIME OF THE ESSENCE

45.1 Time shall be the essence of this Agreement

46. PERSONS TO BE BOUND BY THIS AGREEMENT.

46.1 This Agreement shall be binding upon the liquidators, successors in title and permitted
assigns of the both parties hereto.

END OF AGREEMENT