Merchant Terms & Conditions

Part A: JURUSTORE MERCHANT TERMS AND CONDITIONS

1.         DEFINITIONS AND INTERPRETATION

1.1       Capitalised terms used but not defined in this Part A(Terms and Conditions) will have the meanings given in Part B (Definitions).

2.         SERVICES; CHANGE ORDER

2.1       In consideration of the Service Fee payable by the Partner to the Company as set out in Clause 3 herein, Company shall perform and deliver the Services, unless otherwise agreed to be performed and delivery by Partner, as set forth in the Merchant Registration Form (Schedule A), issued against and subject to the Terms and Conditions of this Agreement.

2.2       Either Party may request a change in the Services by submitting to the other a formal change order reasonably detailing the scope of such change and the revised fees arising thereof. All approved change order requests shall be in writing and shall be considered as amendments to this Agreement.

3.         PAYMENT TO THE COMPANY

3.1       Partner agrees to pay the Company the Service Fee in respect of the Services set forth in the Schedule A (Merchant Registration Form) hereto. Partner agrees that the Company shall only process the weekly settlement and to release the amount less the Service Fee to the Partner provided that the delivery by Partner to the Customer is completed, if any, and the Services be then fully performed.

3.2       Company shall provide the Partner a copy of the weekly settlement of the total order value generated, Payment received and the Service Fee payable to the Company on a weekly basis. For the avoidance of doubt, Partner shall be entitled to, at its own cost and expenses, conduct audit and/or inspection on the total order value, Payment and the Service Fee provided by the Company, as the Partner deems fit provided that the Partner shall give the Company a prior notice of not less than 7 days of such intention to audit and/or inspect.

4.        TERMINATION

4.1       Term. This Agreement shall become effective on the date hereof (“Effective Date”) and shall continue for a period of three (3) years from the Effective Date (“Initial Term”). The term of this Agreement shall be automatically extended thereafter for successive one (1) year periods unless, at least ninety (90) days prior to the end of the Initial Term of this Agreement or the then current succeeding one-year extended term of this Agreement, either Party has notified the other that the term hereunder shall terminate upon its expiration date.

4.2       Termination. Company is entitled, based on its sole discretion to terminate this Agreement, at any time for any reason, upon written notice to the Partner without any compensation to the Partner. Partner may terminate this Agreement 12 months after the Effective Date upon the mutual written agreement by the Parties.

4.3       Waiver. Failure by the Company any time to enforce any of the provisions of this Agreement shall neither be construed as a waiver of any rights or remedies hereunder nor in any way affect the validity of this Agreement. No waiver shall be effective unless given in writing and no waiver of a breach of this Agreement shall constitute a waiver of any antecedent or subsequent breach.

5.         PARTNER OBLIGATIONS

5.1       Partner shall offer and make available the goods and/or services to the Customer. Upon receiving the confirmed Order from the Company, Partner is responsible to deliver the goods and/or services to the respective Customer (“Delivery by Partner”).

5.2       Should there be any marketing campaign organized by the Partner and/or any revision the value of the goods and/or services, Partner shall inform and update the same to the Company.

5.3       Partner represents and warrants that it has, at all time, all requisite certificates, licenses, authorizations, approvals and permits in place to engage in the provision of its goods and/or services as provided hereunder.

5.4       Partner shall accept full responsibility for any Customer the complaints and customer service issues that may arise in connection with the Promotion (“Dispute”). Company shall bear no responsibility for resolving such Dispute or for the Dispute itself. In the event of complaints against the quality of the Partner’s goods and/or services, Partner shall be fully liable to refund, recompense or exchange such defective Promotion. The Partner shall upon the request from the Company, furnish to the Company its complaint resolution mechanism within seven (7) days from the date of request.

6.         FULFILMENT OF ORDERS

6.1       Fulfilment Models. Order for physical goods are fulfilled under the following Fulfilment Models (“Logistics Services”)

• Delivery by Partner. Where the Partner is responsible for the delivery of goods and/or services to Customer using postal services, Partner’s own logistics services or a 3PL.

• Delivery by Company. Where the Partner is responsible for delivering the goods and/or services to the Company’s designated location or appointed 3PL, for Company (or its designated providers) to coordinate delivery to Customer.

6.2       Delivery by Partner

• Partner will prepare and ship goods and/or services to the Customer the address specified in the relevant Order within the lead times as agreed. If the Partner fail to comply with the stipulated timeline, Company may modify the timeline and/or cancel the Order.

• Partner shall update the status of delivery on the Company Platform within the timeline specified as agreed.

• Partner shall stop or cancel any Order if directed by the Company. If Customer has already been charged for such Order, Company will execute refunds (and any adjustments) and credit the applicable Customer account. Partner will reimburse the Company for all amounts credited costs associated with the refund.

• Partner will ensure that the Company is at all times supplied with updated Order shipment tracking information.

• Partner shall be responsible for, and bear all risk and liability for the sourcing, sale, packaging, labelling, product quality, and product warranties (if applicable) for all goods and/or services delivered using the Delivery by Partner model, and the Partner shall be responsible for all claims in relation to such goods and/or services.

• Partner shall not require Customer to provide any other document (except to confirm receipt of delivery) during the delivery process.

6.3       Title and Risk. Title and risk of loss for goods and/or services will remain with the Partner at all times, and the Company will have no liability whatsoever related to the goods and/or services including their shipping, storage, delivery delays, damage or loss through Delivery by Partner model.

6.4       Delivery by Company. Partner shall fulfil the Order through and cooperate fully with the logistics service provider assigned by the Company to carry out the delivery services. Upon receiving goods and/or services that are subject of an Order, Company will deliver the goods and/or services to the delivery address and designated recipient. Company may use any method or route to perform the delivery services, including to sub-contract all or part of the delivery services, and to use any sub-contractor which the Company deems appropriate.

6.5       Partner shall stop or cancel any Order if directed by the Company. If Customer has already been charged for such Order, the Company will execute refunds (or any adjustments) and credit the applicable Customer account. Partner will reimburse the Company for all amounts credited and costs associated with the refund.

6.6       Partner shall be responsible for, and bear all risk and liability for the sourcing, sale, packaging, labelling, product quality, and product warranties (if applicable) for all goods and/or services delivered using Delivery by Company model, and the Partner shall be responsible for all such claims in relation to such goods and/or services.

6.7       The total liability of the Company to the Partner if there is any loss or damage to the goods and/or services which are the subject of Deliver by Company and where the Company is responsible for the risk shall be limited to the replacement value of such goods and/or services, calculated in accordance with the local addendum. Provided that, if the loss or damage is caused by the Partner’s instruction, the Partner failing to comply with this Agreement, related to the decay of perishable goods, or otherwise directly or indirectly caused by the Partner or the Partner agents or contractors, the Company shall not be liable for any such loss or damage. Any compensation payable to the Partner under this Clause shall be the exclusive remedy available to the Partner for any claim arising out of Delivery by Company model.

7.         INTELLECTUAL PROPERTY RIGHTS

7.1       Partner grants to the Company a non-exclusive, worldwide, royalty free, paid-up, perpetual, irrevocable, transferable and sub-licensable license and right to use, modify, reproduce, sublicense, publicly display, distribute, broadcast, transmit, stream, publish and publicly perform: (a) the Partner’s name, logos, trademarks, service marks, domain names, and any audiovisual content, video recordings, audio recordings, photographs, graphics, artwork, text and any other content provided, specified, recommended, directed, authorized or approved to use by the Partner (collectively, “Merchant IP”); and (b) any third party’s name, logos, trademarks, service marks, domain names, audiovisual recordings, video recordings, audio recordings, photographs, graphics, artwork, text and any other content provided, specified, recommended, directed, authorized or approved for use by the Partner (collectively, “Third-Party IP”), in each case in connection with the promotion and resale of the goods and/or services in all media or formats now known or hereinafter developed (“License”). Any use of the Merchant IP or Third-Party IP as contemplated in this Agreement is within the Company’s sole discretion.

8.         INDEPENDENT CONTRACTOR

8.1       The Parties are independent contractors. Nothing in this Agreement is to be construed to create a joint venture, partnership, franchise, or an agency relationship between the Parties. Neither Party has the authority, without the other Party’s prior written approval, to bind or commit the other in any way.

9.         LIMITATION OF LIABILITY

9.1       The Services are provided “as is” and the Company expressly disclaims, and the Partner hereby expressly waives, all express warranties and all other warranties, duties and obligations implied in law, including warranties of merchantability and fitness for a particular purpose. No statements in this Agreement or in any other document shall be read to be an express warranty nor create a warranty, duty or obligation implied in law, including, without limitation, warranties of merchantability and fitness for a particular purpose. The Company does not warrant that the Services will meet the Partner’s requirements, or that Services will be error free. Company shall not be liable to the Partner or any of its Affiliates for any loss, liability, damage or expense arising out of or in connection with the performance of the Services, unless such loss, liability, damage or expense shall be proven to result directly from the wilful misconduct of the Company. In no event will the Company be liable to the Partner for special, indirect, punitive or consequential damages, including, without limitation, loss of profits or lost business, even if the Company has been advised of the possibility of such damages. Under no circumstances will the liability of the Company exceed, in the aggregate, the fees actually paid to the Company hereunder.

10.       IMDEMNIFICATION

10.1     To the extent allowed under applicable law, Partner agrees to defend, indemnify and hold the Company, its Affiliated and related entities, and any of its respective officers, directors, agents and employees, harmless from and against any claims, lawsuits, investigations, penalties, damages, losses or expenses (including but not limited to reasonable attorneys’ fees and costs) arising out of or relating to any of the following: (a) any breach or alleged breach by the Partner of this Agreement, or the representations and warranties made in this Agreement; (b) any claim arising out of a violation of any law or regulation by the Partner or governing the Partner’s goods and/or services; (c) any claim arising out of the Partner’s violation of law or regulation governing the use, sale, and distribution of alcohol, if any; (d) any claim by a Customer of the Company or anyone else arising out of or relating to the goods and/or services provided by the Partner and/or pick up of the goods and/or services at the redemption site, including but not limited to, any claims for false advertising, product defects, personal injury, death, or property damages; or (e) any claim arising out of the Partner’s misuse of Customer data, or any violation of an applicable data privacy or security law.

10.2     Company maintains the right to control its own defense and to choose and appoint its own defense counsel, regardless of the presence or absence of a conflict of interest between the Company and the Partner; and any claim arising out of the Partner’s negligence, fraud or wilful misconduct. Partner’s duty to defend and indemnify the Company includes the duty to pay the Company reasonable attorney’s fees and costs, including any expert fees.

11.       CONFIDENTIALITY

11.1     The recipient of any Confidential Information will not disclose that Confidential Information, except to Affiliates, employees, and/or agents who need to know it and who have agreed in writing to keep it confidential. The recipient will ensure that those people and entities use Confidential information only to exercise rights and fulfil obligations under this Agreement and keep the Confidential Information confidential. The recipient may also disclose Confidential Information when required by law after giving the discloser reasonable notice and the opportunity to seek confidential treatment, a protective order or similar remedies or relief prior to disclosure. The rights and obligations of the Parties under this Clause shall survive the termination of this Agreement.

11.2     Personal Data and Customer Information. Partner undertakes, represents and warrants that Partner will use and process Personal Data (in particular, the Personal Data of Customer): (i) only for the purpose of the execution of this Agreement and not disclose it to third parties; (ii) in accordance with the requirements under the applicable personal data protection laws and the policies; (iii) in a manner that ensures the Company remains in compliance with the requirement under the applicable personal data protection laws; and (iv) Partner will not sell, assign, license, publish, lease or otherwise commercially exploit any such information or utilize such information in any manner for the Partner own benefit or carry out any data mining, data compilation or data extraction for the purposes of statistical or trade analysis or otherwise.

11.3     Partner further warrants that the Partner has implemented sufficient security measures to ensure that the Personal Data is securely kept and maintained as required by the applicable personal data protection laws and Partner agrees to be subject to the necessary audits undertaken by the Company to ensure compliance of the above warranties and to immediately inform the Company of any Personal Data incident upon becoming aware of the same.

11.4     Rights to Information. Company will own all information, regarding Customer, Order and the supply of the Services, including Payments, fees, disbursements, refunds, cancelation penalties, adjustments, etc. and the Company will not be liable to pay any royalties or fees to the Partner in connection with the use of any such information.

12.       REPRESENTATIONS; WARRANTIES

12.1     Partner represents and warrants that (a) Partner has the right, power and authority to enter into this Agreement; (b) Partner, if required by the applicable law, is registered for sales and use tax collection purposes in all jurisdictions where the Partner’s goods and/or services will be provided; (c) Partner owns all interest in and to the Merchant IP and has licensing rights in (with the right to sublicense to the Company) the Third-Party IP, and has the right to grant the License stated in this Agreement; (d) the Merchant IP and the Third-Party IP, the Promotion, the Company’s use and promotion thereof, and the results of such Promotion, will not infringe, dilute, misappropriate, or otherwise violate, anywhere in the world, any patent, copyright, logo, trademark, service mark, trade name, rights in designs, or other intellectual property right or right of privacy or publicity of any third party or any applicable law, and does not and will not result from the misappropriation of any trade secret or the breach of any confidentiality obligations to any person or entity; (e) the Merchant IP and the Third-Party IP does not include any material that is unlawful, threatening, abusive, defamatory, vulgar, obscene, profane or otherwise objectionable, or that encourages conduct that constitutes a criminal offense, gives rise to civil liability or otherwise violates any law; (f) any advertising or promotion of the Partner’s goods and/or services relating thereto will not constitute false, deceptive or unfair advertising or disparagement under any applicable law or advertising guidelines; (g) Partner and its employees, contractors and agents are adequately trained and hold all required and up-to-date regulatory authorization, licenses and certifications relating to any Promotion to provide the goods and/or services described in this Agreement; and (h) the Promotion is: (i) free from defects in workmanship, materials and design, (ii) merchantable and suitable for the purposes, if any, stated in this Agreement, and (iii) genuine, bona fide products, as described herein and does not violate the rights of any third party.

13.       FORCE MAJEURE

13.1     Neither Party shall be liable to the other Party or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of that Party’s obligations under this Agreement, if the delay or failure was due to a Force Majeure, provided that such Party shall (i) as soon as practicable, serve on the other Party written notice thereof specifying the particulars of the Force Majeure event, the extent to which such Party is unable to discharge or perform its obligations, the reasons for the inability of such Party to perform or discharge its obligations and the estimated period during which such Party is unable to perform or discharge its obligations; and (ii) promptly take and continue to take all action within its powers to minimize the duration and effect of the Force Majeure event on such Party.

14.       ASSIGNMENT

14.1     This Agreement shall be modified from time to time and may not assigned to the Partner without the prior written approval of the Company but may be assigned without the Partner’s consent by the Company. Any purported assignment by the Partner is in violation of this section shall be void.

15.       MISCELLANEOUS

15.1     This Agreement comprises Part A (JuruStore Merchant Terms & Conditions); and Part B (Definitions), which constitutes the entire Agreement between the Parties with respect to the matters referred to herein and any and all previous agreements, are hereby terminated and shall have no further force or effect. This Agreement shall be governed by the laws of Malaysia and the Parties agree to submit to the exclusive jurisdiction of the Malaysian courts. No failure or delay on the part of any Party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof. Headings to Clauses herein are for the convenience of the Parties only and are not intended to be or to affect the meaning or interpretation of this Agreement. In the event that any covenant, condition or other provision contained in this Agreement is held to be invalid, void or illegal by any court of competent jurisdiction, the same shall be deemed severable from the remainder thereof, and shall in no way affect, impair or invalidate any other covenant, condition or other provision therein contained. If such condition, covenant or other provisions shall be deemed invalid due to its cope or breadth, such covenant, condition or other provision shall be deemed valid to the extent permitted by law. All notices required to be delivered under this Agreement shall be effective only if in writing and shall be deemed given when received by the Party to whom notice is required to be given and shall be delivered personally, or by registered mail to the addresses set forth above.

PART B: DEFINITIONS

In construing this Agreement, all capitalized terms used in this Agreement shall have the meanings ascribed to them herewith unless the context otherwise requires.