ShopHubby | Terms of service Merchant

LICENCE Agreement

This Agreement is made on between the following parties:

SHOP HUBBY SDN. BHD. 
(Company No. 1269451-H) 
of [Virtual Real Estate SDN.BHD]
(“the Company”)

and    
    
[Shop Hubby Merchant]


Recitals:
A.    The Company is a private limited company duly incorporated under the laws of Malaysia and having its registered address at 22-1, Jln Radin Bagus 3, Sri Petaling, 57000 Kuala Lumpur, Wilayah Persekutuan Kuala Lumpur. 

B.    [The Company is engaged in the business of designing, creating, developing and hosting internet websites and mobile application with interactive multimedia component, particularly Shop Hubby Website and Shop Hubby Mobile Application (as defined herein), that provides digital advertising platform to third party.]  

C.    The Company is desirous of granting a limited, non-exclusive, non-transferable, non-assignable licence to [Shop Hubby Merchant] to use Shop Hubby Website (as defined herein) and Shop Hubby Mobile Application (as defined herein) for the purposes of the Permitted Use (as defined herein) and [Shop Hubby Merchant] is desirous of accepting such licence granted by the Company upon the terms and subject to the conditions hereinafter appearing.  


The parties hereby agree as follows: - 

1    Definition and Interpretation

1.1    Definitions

Unless otherwise specified, the following terms shall have the following meanings in this Agreement: -

“Applicable Laws” means any –

(i)    acts, ordinances, rules, regulations, by-laws, orders, wards, notices, directives, codes and proclamations or similar legislative or delegated legislative requirements;

(ii)    local government regulations, regional plans, district plans, regulations, by-laws, declarations, ministerial directions and other subordinate legislation;

(iii)    certificates, licences, consents, permits, approvals and other requirements of regulatory authorities;

(iv)    mandatory codes, standards and guidelines;

(v)    data privacy or data protection laws;

(vi)    applicable requirement of the common law; and

(vii)    applicable writ, order, injunction or judgment;

“Applicable Taxes” means any and all sales, goods and services, use, excise, premium, import, export, value added, consumption and other taxes, regulatory fees, levies (including environmental levies) or charges and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products or services by [Shop Hubby Merchant] on or through or in connection with the Permitted Use;  

“Fee” means the fee payable by [Shop Hubby Merchant] to the Company for using Shop Hubby Website and Shop Hubby Mobile Application, the details of which are more particularly set out in Clause 5 herein;  

“Intellectual Property Rights” means rights in, without limitation, (i) patents, registered designs, design rights, copyright (including rights in computer software), database rights, trademarks, service marks, logos, moral rights, trade or business names, domain names, confidential information and knowledge and rights protecting goodwill and reputation, in all cases whether registered or unregistered; (ii) all other forms of protection having a similar nature or effect anywhere in the world to the right described in (i); and (iii) applications for or registrations of any of the above rights described in (i) or (ii);

“Permitted Use” means [Shop Hubby Merchant] shall only use Shop Hubby Website and Shop Hubby Mobile Application solely for the services provided by the Company as set forth in Clause 4 herein and [Shop Hubby Merchant] shall not use or cause any third party to use Shop Hubby Website and Shop Hubby Mobile Application for any other purpose or purposes whatsoever without the prior written consent of the Company;  

“Relevant Authorities” means (a) any government in any jurisdiction, whether federal, state, territorial or local; (b) any minister, department, office, commission, delegate, instrumentality, agency, board, authority or organisation of any government or in which any government is interested; (c)    any non-government regulatory authority; and (d) any provider of public utility services, whether or not government owned or controlled.

“Shop Hubby Website” means the internet web portal hosted by the Company for the purpose of the Permitted Use; 

“Shop Hubby Mobile Application” means a mobile communication and social networking application which is developed by the Company for the purpose of the Permitted Use; 

“Shop Hubby Official Account” means an account required to be registered by [Shop Hubby Merchant] for the purpose of using the Permitted Use via Shop Hubby Website and Shop Hubby Mobile Application;

“Term” means a period of twelve (12) months from the date of this Agreement.  

1.2    Interpretation

In this Agreement –

(a)    unless the context requires otherwise, a reference to –

(1)    a clause, party or schedule is a reference to a clause of, and a party or schedule to, this Agreement;

(2)    a ‘party’ includes that party’s successors, directors, officers, employees, agents and related bodies corporate;

(3)    this Agreement includes any schedule to this Agreement;

(4)    a ‘person’ includes any individual, firm, body corporate, government or state, association or partnership (whether or not having a separate legal entity);

(5)    references to this Agreement or any other document or to any specific provision of this Agreement or any other document are to this Agreement, that document or that provision as in force for the time being and as amended from time to time in accordance with the terms of this Agreement, that document or, as the case may be, the agreement of the relevant Parties;

(6)    ‘related company’ in relation to any company means any subsidiary or holding company of that company or any subsidiary of that holding company;

(7)    ‘business day’ means a day on which banks are open for business in Kuala Lumpur excluding a Saturday, Sunday or public holiday; and

(8)    any statutes, statutory provision, regulations, directives or treaties or any particular statute, statutory provision, regulation, directive or treaty shall include any amendment, modification, consolidation or re-enactment in force from time to time and any statutory instrument or regulations made under it;

(b)    except as set out in Clause Error! Reference source not found., words and expressions defined in the Act have the same meanings attributed to them by the Act;

(c)    the abbreviation ‘RM’ mean Ringgit Malaysia, the currency of Malaysia;

(d)    the table of contents, index and headings are for convenience only and do not affect the construction of this Agreement; 

(e)    words importing the singular include the plural and vice versa, and words importing a gender include any gender;

(f)    if any period of time is specified from a given day, or the day of a given act or event, it is to be calculated exclusive of that day and if any period of time falls on a day, which is not a business day, then that period is to be deemed to only expire on the next business day; and

(g)    general words are not given a restrictive meaning –

(1)    if they are introduced by the word ‘other’ by reason of the fact that they are preceded by words indicating a particular class or act, matter or thing; or

(2)    by reason of the fact that they are followed by particular examples intended to be embraced by those general words.

2    Agreement

2.1    In consideration of the premises and mutual covenants herein set out, the Company hereby agrees to grant a limited, non-exclusive, non-transferable, non-assignable licence to [Shop Hubby Merchant], its affiliates, contractors, employees and agents to use Shop Hubby Website and Shop Hubby Mobile Application only for the purpose of the Permitted Use for the Term and [Shop Hubby Merchant] hereby agrees to accept such right upon the terms and conditions hereinafter appearing. [Shop Hubby Merchant] is not conferred with exclusive use or possession of Shop Hubby Website and Shop Hubby Mobile Application and the Company is entitled at any time to have free access to Shop Hubby Website and Shop Hubby Mobile Application.

3    Commencement and Term 

3.1    Effective Date 

This Agreement shall come into force on the date of this Agreement and shall continue to be in force for the Term unless or until terminated in the manner provided in this Agreement. 

3.2    Extension of Term 

The parties hereby agree that this Agreement shall be automatically renewed on a yearly basis upon expiry of the Term subject to a revised Fee as determined by the Company unless either party provides a written notification not to renew this Agreement at least thirty (30) days prior to the expiry of the existing Term.

4    Permitted Use

4.1    Service provided by the Company

4.1.1    [Shop Hubby Merchant] is allowed to advertise their key products and/or services for a minimum number of three (3) products and/or services on Shop Hubby Website and Shop Hubby Mobile Application for the Term. Nonetheless [Shop Hubby Merchant] is allowed to advertise additional products and/or services subject to additional fees as determined by the Company (“Permitted Use”). 

4.1.2     The parties hereby agree that the Company shall review and approve the products and/or services intended to be advertised by [Shop Hubby Merchant] and the Company may request from [Shop Hubby Merchant] any information, details or documentation in relation to the said products and/or services if so required.  

4.2    Registration Terms 

4.2.1    [Shop Hubby Merchant] shall only allowed to use Shop Hubby Website and Shop Hubby Mobile Application to advertise their products and/or services upon registration of a Shop Hubby Official Account and the payment of the relevant Fee in the following manner – 

(a)     [Shop Hubby Merchant] shall register a Shop Hubby Official Account and, to the extent as requested by the Company as part of such registration, provide and authorise the Company to use the information as provided including but not limited to the products and/or services to be advertised by [Shop Hubby Merchant], business licence, trademark registration certificate, approval(s)/permit(s)/licence(s)/certificate(s) required for the business of [Shop Hubby Merchant], email address, telephone number and [Shop Hubby Merchant]’s primary contact person;

(b)    the Company shall verify and authenticate any information provided by [Shop Hubby Merchant] for the purpose of registration and the Company may request from [Shop Hubby Merchant] any further information as required or to allow [Shop Hubby Merchant] to amend, vary, add or substitute any information that is inaccurate or incomplete within the said period. In the event –

(i)    the information provided by [Shop Hubby Merchant] is false, inaccurate or incomplete; 

(ii)     [Shop Hubby Merchant] does not promptly notify the Company of any changes to the information provided; 

(iii)     the Company is not satisfied with the responses or further information provided by [Shop Hubby Merchant] during the verification and authentication process or with the results of such verification and authentication;

the Company shall forthwith terminate this Agreement and thereafter the parties shall not have any claim against each other save and except any antecedent breach.

(c)    upon verification and authentication of the information provided by [Shop Hubby Merchant], the Company shall create a Shop Hubby Official Account for [Shop Hubby Merchant] and [Shop Hubby Merchant] shall proceed to activate its Shop Hubby Official Account within three (3) days from the date of notification of the Company of such activation as well as paying the relevant Fee to the Company. 

4.2.2    Prior to the registration and activation of its Shop Hubby Official Account, [Shop Hubby Merchant] shall not advertise their products and/or services on Shop Hubby Website and Shop Hubby Mobile Application. Any advertising activities conducted before the registration and activation of its Shop Hubby Official Account shall be null and void and the Company shall not be obliged to facilitate any such activities. A breach of this Clause shall be a material breach of this Agreement and the Company is entitled to terminate this Agreement and further to claim from [Shop Hubby Merchant] any damages arising out of or in connection with such breach. 

4.2.3    Notwithstanding the above, the Company hereby reserves its right to refuse or reject any registration made by [Shop Hubby Merchant] at its sole and absolute discretion in the event the products and/or services advertised by [Shop Hubby Merchant] are prohibited by the Applicable Laws or any information provided by [Shop Hubby Merchant] shall affect or jeopardise the interest of the Company. The Company shall forthwith terminate this Agreement and thereafter the parties shall not have any claim against each other save and except any antecedent breach.  

4.3    Technical Assistance

4.3.1    The Company hereby agrees to provide consultation and/or technical assistance to [Shop Hubby Merchant] within one (1) month from the date of the registration and activation of [Shop Hubby Merchant]’s Shop Hubby Official Account for the purpose of assisting [Shop Hubby Merchant] to be able to utilize Shop Hubby Website and Shop Hubby Mobile Application at no cost. 

4.3.2    The Company shall be entitled to charge a fee in the event [Shop Hubby Merchant] requires any further consultation and/or technical assistance from the Company after the said one (1) month’s period. 

4.4    Promotional and marketing activities

4.4.1    The parties hereby acknowledge that the Company shall, but not obliged to, create any rewards programme, marketing campaign or promotional strategy suitable for the purpose of marketise and promoting [Shop Hubby Merchant]’s products and/or services listed at Shop Hubby Website and Shop Hubby Mobile Application as and when it deems fit. [Shop Hubby Merchant] shall use its best endeavours to participate in any rewards programme, campaign or promotional strategy created by the Company. 

4.5    License and Access

4.5.1    Subject to [Shop Hubby Merchant]’s successful registration and on-going compliance with the terms of this Agreement, the Company hereby grants [Shop Hubby Merchant] a limited, non-exclusive, non-transferable, non-assignable licence to access and make use of Shop Hubby Website and Shop Hubby Mobile Application for the purpose of the Permitted Use during the Term of this Agreement. This licence does not include or extend to any resale, use on behalf of a third party of Shop Hubby Website and Shop Hubby Mobile Application or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of Shop Hubby Website and Shop Hubby Mobile Application or its contents; any downloading or copying of account information for the benefit of another person; or any use of Shop Hubby Website and Shop Hubby Mobile Application in conjunction with any data mining tools, robots, or similar data gathering and extraction tools.

4.5.2    All rights not expressly granted to [Shop Hubby Merchant] in this Agreement are reserved and retained by the Company, its affiliates or contractors, publishers, rights holders, or other content providers. Shop Hubby Website and Shop Hubby Mobile Application, or any part of Shop Hubby Website and Shop Hubby Mobile Application, may not be reproduced, duplicated, copied, licensed, sold or resold without the Company’s express written consent.  

4.5.3    [Shop Hubby Merchant] hereby acknowledges and agrees that the Company shall, from time to time, verify and authenticate the information and/or products and/or services advertised at Shop Hubby Website and Shop Hubby Mobile Application and the Company further reserves its right to have access to [Shop Hubby Merchant]’s Shop Hubby Official Account in the event the Company deems that the products and/or services advertised by [Shop Hubby Merchant] are prohibited by the Applicable Laws or affect or jeopardise the interest of the Company. 

4.5.4    [Shop Hubby Merchant] acknowledges and agrees that the Company hereby reserves its sole and absolute discretion to change, modify, amend, delete, add, and/or update any part or all of Shop Hubby Website and Shop Hubby Mobile Application and the Permitted Use provided including but not limited to fee rates, payment method, payment obligations set out in this Agreement from time to time and such changes, modifications, amendments, deletion, addition and/or updates shall be duly notified [Shop Hubby Merchant] via any reasonable means at the discretion of the Company and such changes, modifications, amendments, deletion, addition and/or updates shall take effect immediately upon such notice. 

4.6    Non-Assignment of Agreement 

4.6.1    [Shop Hubby Merchant] acknowledges and agrees that the terms and conditions of this Agreement is exclusive, non-assignable and non-transferrable.

4.6.2    [Shop Hubby Merchant] acknowledges and agrees that save and except otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries. 

5    Payment Term

5.1    The parties hereby agree that [Shop Hubby Merchant] shall pay to the Company the sum of Ringgit Malaysia Nine Hundred (RM900.00) only, exclusive of any Applicable Taxes which shall be borne by [Shop Hubby Merchant], (“the Fee”) for the Term within seven (7) days upon receiving email notification from the Company notifying the successful registration of its Shop Hubby Official Account, failing which the Company shall forthwith be entitled to suspend the Shop Hubby Official Account or terminate this Agreement whichever applicable. The Fee paid shall be dealt with in the following manner – 

(a)    Ringgit Malaysia Three Hundred (RM300.00) only being the non-refundable deposit and shall be paid to the Company (“Deposit”); and

(b)     Ringgit Malaysia Six Hundred (RM600.00) only being the balance payment of the Fee and shall be credited to [Shop Hubby Merchant]’s Shop Hubby Official Account and such amount shall be deducted monthly for twelve (12) months on credit basis (“Balance Fee”);

both the Deposit and the Balance Fee shall constitute the Fee. 

5.2    In the event the Company elects to suspend Shop Hubby Official Account pending the payment of the Fee from [Shop Hubby Merchant], [Shop Hubby Merchant] shall not be able to use Shop Hubby Official Account to advertise their products and/or services until any such outstanding sum owing to the Company has been fully settled by [Shop Hubby Merchant]. In the event [Shop Hubby Merchant] fails to settle any outstanding sum for a period of another seven (7) days from the expiry of the said period as stated under Clause 5.1 herein, the Company is entitled to terminate this Agreement in accordance with the provisions herein. The Company shall not be responsible for any loss of data as result of such termination or suspension of Shop Hubby Official Account provided to [Shop Hubby Merchant].

5.3    [Shop Hubby Merchant] hereby agrees that the Fee shall be paid as one-off payment and [Shop Hubby Merchant] shall only be able to upload the relevant information, description and/or images for the products and/or services intended to be advertised via Shop Hubby Website and Shop Hubby Mobile Application upon receipt of the payment of the Fee from [Shop Hubby Merchant] by the Company. The Fee shall be paid by way of payment gateway specified by the Company at Shop Hubby Official Account.  

5.4    The Company hereby reserves its rights to revise its charges of the Permitted Use provided at any time it deems fit and the Company shall inform [Shop Hubby Merchant] of the same by giving one (1) month’s prior written notice to [Shop Hubby Merchant]. In the event the Company does not accept such revised Fee, it shall promptly notify the Company accordingly and immediately cease to use Shop Hubby Website and Shop Hubby Mobile Application. Notwithstanding the foregoing, the Company shall not make any refund of the Fee paid to [Shop Hubby Merchant] save and unless as provided under this Agreement.

6    Default and Termination

6.1    Termination

This Agreement shall continue in full force and effect until and unless otherwise terminated by either party in accordance with this Agreement. 

6.2    Default

In the event that the party (“Defaulting Party”) –

(a)    commits any material breach of any of its obligations, warranties and representations under this Agreement and fails to take appropriate steps to remedy such breach (if capable of remedy) within sixty (60) days after being given notice to do so by any other party;

(b)    goes into liquidation, whether compulsory or voluntary;

(c)    has an administrator or receiver or receiver and manager appointed over any part of the assets or undertaking of that Defaulting Party;

(d)    becomes bankrupt or insolvent or is unable to pay its debts or admits in writing its inability to pay its debts as they fall due or enters into any composition or arrangement with its creditors or makes a general assignment for the benefit of its creditors,
 
(e)    any breach on payment of the Fee as per this Agreement; or

(f)    for any reason whatsoever deemed not in the best commercial interest by the Company, the Company shall then be given an option to terminate this Agreement, and/or restrict [Shop Hubby Merchant]’s access and use of Shop Hubby Website and Shop Hubby Mobile Application and/or decline to provide any Permitted Use to [Shop Hubby Merchant];

then and in any such event (“Event of Default”) the other Party (“the Non-Defaulting Party”) shall be entitled (but shall not be obliged) to give notice in writing to terminate this Agreement to the Defaulting Party within thirty (14) days from the date of which the Non-Defaulting Party becomes aware of the occurrence of the Event of Default. 

6.3    Obligations after termination 

Upon termination of this Agreement, the following provisions shall apply – 

(a)    [Shop Hubby Merchant] hereby agrees that the Deposit for any reasons whatsoever is non-refundable. The Balance Fee shall only be refunded to [Shop Hubby Merchant] on pro-rata basis in the event the Defaulting Party is the Company; and 

(b)     the termination of this Agreement shall not excuse any Party from a default under this Agreement or affect any obligation surviving the termination of this Agreement.

7    Obligations of the Parties

7.1    Obligations by the Company 

7.1.1    The Company shall be responsible for maintaining the normal operation of Shop Hubby Website and Shop Hubby Mobile Application. The Company shall also provide consultation and/or technical assistance as and when required by [Shop Hubby Merchant] in relation to the use of Shop Hubby Website and Shop Hubby Mobile Application subject to a fee as stated above. 

7.1.2    The Company retains the right to, whenever necessary, immediately suspend or terminate [Shop Hubby Merchant]’s Shop Hubby Official Account, prevent or restrict access to Shop Hubby Website and Shop Hubby Mobile Application, or take any other action to restrict access to or availability of Shop Hubby Website and Shop Hubby Mobile Application in respect of the Permitted Use, or remove any objectionable material, feedback, ratings, inaccurate listings, inappropriately categorised items, unlawful items or items prohibited for listing at Shop Hubby Website and Shop Hubby Mobile Application. The Company hereby reserves the right and has an absolute discretion but not an obligation, to remove, screen or edit any content that breaches the provisions of this Agreement or is otherwise objectionable. Without prejudice to the generality of the rights in this Clause, and to any other rights that the Company may have in this Agreement, the Company further reserves the right in its sole and absolute discretion to refuse listings or to immediately remove any listings which the Company objects or to suspend or terminate Shop Hubby Official Account in the event the Company deems [Shop Hubby Merchant] as making inappropriate use of Shop Hubby Website and Shop Hubby Mobile Application.

7.1.3    The Company may, without prior notice to [Shop Hubby Merchant], take such, measures as deleting screening or unlinking the following information:  -

(a)    malicious or fraudulent information, including for evaluation or feedback;

(b)    information which seeks to disturb or has already disturbed the normal functioning of the Service; or

(c)    information which may infringe the lawful rights and interests of others, including Intellectual Property Rights, confidential business information and other non-public (or previously non-public) information.

7.1.4    If a court finds that [Shop Hubby Merchant] has committed an illegal act while using Shop Hubby Website and Shop Hubby Mobile Application or in the event the Company has sufficient evidence to suspect that [Shop Hubby Merchant] has committed an illegal act, the Company shall be entitled to terminate this Agreement immediately without any prior notice to [Shop Hubby Merchant].

7.1.5    The Company shall have the right to review the Permitted Use used by [Shop Hubby Merchant] but this shall in no event be construed as an obligation of the Company to perform such review and [Shop Hubby Merchant] acknowledges and agrees that any such review shall not be deemed to be an endorsement by the Company. [Shop Hubby Merchant] shall fully cooperate with the Company in the conduct of any such review.

7.2    Obligations by [Shop Hubby Merchant] 

7.2.1    [Shop Hubby Merchant] must takes all necessary steps to ensure that Shop Hubby Official Account is kept secured and must inform the Company immediately in the event [Shop Hubby Merchant] has any reason to believe that Shop Hubby Official Account is being or is likely to be used in an unauthorised manner. The Company shall not be liable for any transaction conducted via [Shop Hubby Merchant]’s Shop Hubby Office Account. 

7.2.2    [Shop Hubby Merchant] is responsible for ensuring that the information provided to the Company is correct and complete at all times, and promptly inform the Company of any changes to the information provided to the Company under this Agreement or in connection with the Permitted Use. [Shop Hubby Merchant] can access and update the information provided to the Company via Shop Hubby Official Account.  

7.2.3    [Shop Hubby Merchant] shall be solely responsible for all products and/or services listed by [Shop Hubby Merchant] at Shop Hubby Website and Shop Hubby Mobile Application and shall guarantee that the quality of such products and/or services complied with any applicable standards and provisions under the Applicable Laws as well as the relevant product descriptions provided by [Shop Hubby Merchant]. [Shop Hubby Merchant] hereby warrants and undertakes that the information released by [Shop Hubby Merchant] via Shop Hubby Website and Shop Hubby Mobile Application (including but not limited to information on goods or services or information on discounts) shall be true, accurate, legal and valid and that there shall be no infringement of any Applicable Laws or the legitimate interests or rights of any third party. [Shop Hubby Merchant] shall be responsible for handling any and all complaints from a user of Shop Hubby Website and the Shop Hubby Mobile Application in relation to the products and/or services advertised by [Shop Hubby Merchant]. 

7.2.4    If a dispute arises in relation to any such products and/or services, [Shop Hubby Merchant] shall release the Company (and its employees, contractors, representatives and agents) from any and all claims, demands and damages (actual, direct, consequential or otherwise) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute and [Shop Hubby Merchant] shall indemnify the Company and its affiliates from and against any claim, demand and damages arising from any such dispute. The Company does not guarantee the legality, authenticity or quality of products and/or services listed via Shop Hubby Website and Shop Hubby Mobile Application. The Company is not liable to compensate or indemnify [Shop Hubby Merchant] for any loss suffered by [Shop Hubby Merchant] as a result of [Shop Hubby Merchant]’s use of Shop Hubby Website and Shop Hubby Mobile Application.

7.2.5    [Shop Hubby Merchant] shall be responsible for the collection, reporting and payment of any and all Applicable Taxes, except to the extent the Company expressly agrees to receive taxes or other transaction-based charges. All fees payable by [Shop Hubby Merchant] to the Company under this Agreement are exclusive of any Applicable Taxes, except where otherwise expressly stated to the contrary, and [Shop Hubby Merchant] will be responsible for paying the Company any and all Applicable Taxes imposed on such fees.

7.2.6    All products and/or services advertised by [Shop Hubby Merchant] shall be genuine and not counterfeit or copies of original articles and not otherwise infringe the Intellectual Property Rights of any third parties. In the event [Shop Hubby Merchant] promotes any counterfeit products, the Company shall be entitled to terminate this Agreement and [Shop Hubby Merchant] shall indemnify the Company for any loss suffered by the Company as a result of the [Shop Hubby Merchant]’s promoting of counterfeit products via Shop Hubby Website and Shop Hubby Mobile Application. 

7.2.7    The following items must not be advertised via Shop Hubby Website and Shop Hubby Mobile Application by [Shop Hubby Merchant]:  

(a)    offensive material, including material that incites racial hatred or promotes discrimination based on race, sex, religion, national origin, physical ability, sexual orientation or age; 

(b)    [obscene material including pornographic material]; 

(c)    [live animals save and except [Shop Hubby Merchant] is able to produce valid approval(s)/ certificate(s)/permit(s) confirming that such live animals can be sold in Malaysia and can be advertised to the public and a copy of such approval/certificate/permit shall be provided to the Company; 

(d)    [any alcoholic beverages including home-made alcoholic beverages and tobacco (save and except where [Shop Hubby Merchant] is properly licensed under the Applicable Laws)];

(e)    firearms and ammunition; 

(f)    stolen goods; 

(g)    items that infringe another party's copyright, patent, trademark, design right, database right, or other Intellectual Property Rights or other proprietary right;

(h)    illegal or prescription drugs; 

(i)    items whose sale, distribution or offering for sale is prohibited by any Applicable Laws; 

(j)    items whose sale is subject to export restrictions; 

(k)    offensive weapons, poisons and dangerous substances (as defined under Applicable Laws); or

(l)    any other types of products that in the Company’s discretion are to be excluded from listing and/or sale using Shop Hubby Website and Shop Hubby Mobile Application.

7.2.8    [Shop Hubby Merchant] agrees that it shall not use any data or information available or obtained via Shop Hubby Website and Shop Hubby Mobile Application for any purpose other than those set out in this Agreement. Without the prior written consent of the Company, no information available via Shop Hubby Website and Shop Hubby Mobile Application shall be reproduced, disseminated or used except as permitted under this Agreement.   

7.2.9    [Shop Hubby Merchant] agrees that the Company merely provides an online advertising platform and that [Shop Hubby Merchant] shall indemnify the Company, its affiliates, contractors, representatves and agents from and against any claim, suit, action, demand, damage, debt, loss, cost, expense (including litigation costs and attorneys’ fees) and liability (each a “Claim”) arising from: (i) [Shop Hubby Merchant]’s use of Shop Hubby Website and Shop Hubby Mobile Application; (ii) the products and/or services sold by [Shop Hubby Merchant], its employees, agents or assigns; (iii) [Shop Hubby Merchant]’s breach of this Agreement; and (iv) any products and/or services sold by [Shop Hubby Merchant] infringing or allegedly infringing the proprietary rights of a third party, copyright infringement of the products and services that advertised on Shop Hubby Website and Shop Hubby Mobile Application.

7.2.10    [Shop Hubby Merchant] shall always cooperative and collaborate with the Company in relation to the promotional activities and to negotiate in good faith with the Company in the event [Shop Hubby Merchant] is not agreeable to any promotional activities organised by the Company.

8    Representations and Warranties

8.1    Representations and Warranties by [Shop Hubby Merchant]

8.1.1    Shop Hubby Merchant] hereby represents and warrants to the Company that – 

(a)     [Shop Hubby Merchant] possesses all registrations, licences, certifications and other approvals that are necessary for it to advertise the products and/or services on Shop Hubby Website and Shop Hubby Mobile Application and to otherwise operate its business, including a business licence, tax registration certificate, trademark registration, and all such registrations, licences, certifications and other approvals are valid and subsisting;

(b)    all the information and contents provided by [Shop Hubby Merchant] shall be true, complete and accurate in all respects and there are no material omissions therefrom, failing which the Company is entitled to suspend or terminate [Shop Hubby Merchant]’s Shop Hubby Official Account in accordance with the provisions herein and the Company shall not be responsible for any loss as result of such termination or suspension of the said Account; 

(c)     [Shop Hubby Merchant] shall ensure that all information, products and services to be stated and advertised on Shop Hubby Website and Shop Hubby Mobile Application does not violate or infringe of any copyrghts, trademarks, and any other proprietary rights of any third party;

(d)    [Shop Hubby Merchant] shall promptly comply with any direction or notice issued by the Company in relation to Shop Hubby Website and Shop Hubby Mobile Application from time to time;

(e)    [Shop Hubby Merchant] warrants that it has the legal capacity to register its Shop Hubby Official Account and to use Shop Hubby Website and Shop Hubby Mobile Application; 

(f)    [Shop Hubby Merchant] warrants that [Shop Hubby Merchant] shall not misuse or cause any third party to misuse any vouchers/cash back promotions created by the Company for the purpose of the Company’s promotional and marketing activities or to abuse the promotional and marketing activities for [Shop Hubby Merchant]’s own benefits and interests; and

(g)    [Shop Hubby Merchant] warrants that [Shop Hubby Merchant] shall use its best endeavours to display and promote any promotional materials including but not limited to leaflets, stickers and banners that are provided by the Company.   

8.2    Representation and Warranties by the Company 

The Company hereby represents and warrants to [Shop Hubby Merchant] that the Company shall use commercially reasonable efforts to ensure that Shop Hubby Website and Shop Hubby Mobile Application shall be generally uninterrupted and that transmissions on Shop Hubby Website and Shop Hubby Mobile Application will be error-free. Notwithstanding the foregoing, [Shop Hubby Merchant] acknowledges and agrees that [Shop Hubby Merchant]’s access to Shop Hubby Website and the Shop Hubby Mobile Application may also be occasionally suspended or restricted to allow for repairs, maintenance, or the introduction of new facilities or services.

8.3    Mutual Covenants

In entering into this Agreement the parties recognizes it is impracticable to make provisions for each and every contingency that may arise in the course of the performance thereof, whereby the parties shall at all times exercise their rights, powers and discretions in good faith, fairness and without detriment to the interest of the parties and shall use their best endeavours to support and implement all reasonable proposals or request by each other from time to time to ensure that full effect be given to the terms and conditions of this Agreement in the spirit in which it was agreed.

8.4    Limitation of Liabilities

8.4.1    The Company shall not be responsible, to the fullest extent permitted by Applicable Laws, for any losses that were not directly caused by its breach of this Agreement, including:

(i)    any business loss (including loss of profits, revenue, contracts, anticipated savings, data, goodwill or wasted expenditure); 

(ii)    any indirect or consequential losses (regardless of whether or not such indirect or consequential losses are foreseeable to the Company during the [Shop Hubby Merchant]’s use of Shop Hubby Website and Shop Hubby Mobile Application);

(iii)    any liabilities in relation to the following risks which [Shop Hubby Merchant] may encounter: (a) information with threatening, defamatory or illegal content from an anonymous source or someone using a false or fictitious name; (b) [Shop Hubby Merchant] being misled or deceived by any person which results in psychological or physical harm and/or economic loss; or (c) other risks caused by improper conduct of any Shop Hubby user; or

(iv)    any liability for the interruption or disruption of Shop Hubby Website and Shop Hubby Mobile Application in case of – 

(a)    malfunction of the computer software, systems, hardware and communication networks of [Shop Hubby Merchant], Shop Hubby user or the Company; 

(b)    malfunction of the banking system or banking network; 

(c)    suspension of Shop Hubby Website and Shop Hubby Mobile Application due to laws and/or regulations; or

(d)     any other circumstance which is not reasonably foreseeable by the Company (which exemption includes liability that would otherwise arise for any direct loss) or which even if reasonably foreseeable, could not reasonably have been avoided or was otherwise beyond the Company’s reasonable control.

9    Confidentiality

9.1    Confidentiality and Best Endeavours  

    [Shop Hubby Merchant] shall at all times keep confidential this Agreement and any confidential information which it or they may acquire in relation to this Agreement and shall not use or disclose such information, except with the consent of the Company or in accordance with the order of a court of competent jurisdiction or any regulatory body.

9.2    Permitted Disclosure 

Any party may disclose information which would otherwise be confidential if and to the extent –

(a)    it is required to do so by law or any regulatory or governmental body to which it is subjected wherever situated;

(b)    it considers necessary to disclose the information to its professional advisers, auditors and bankers provided that it does so on a confidential basis;

(c)    the information has come into the public domain through no fault of that party; and

(d)    it is required in or in connection with legal proceedings arising out of this Agreement.

10    Intellectual Property 

10.1    Intellectual Property Rights

All applicable rights, title, interests and benefits thereto including, without limitation, patents, copyrights, trademarks, trade secrets, trade name, logo, patent, invention, registered and unregistered design rights, copyrights, database, database rights and all other similar intellectual property rights of the Company including, without limitation, all copies, customisation, modifications, enhancements, versions, reproductions or translations made thereof (“Intellectual Property Rights”) shall vest or remain vested in the Company at all times.

10.2    Confidential 

[Shop Hubby Merchant] shall also keep confidential and not disclose or make use of any part of the Company’s Intellectual Property Rights or the Company’s Know-How or any other confidential information relating to the Shop Hubby Website and Shop Hubby Mobile Application provided by the Company (except to the extent that the Company’s Know-How or any part thereof has come into the public domain otherwise than through unauthorised disclosure by [Shop Hubby Merchant]). 

“Know-How” means all confidential and proprietary industrial and commercial information and techniques in any form, including but not limited to, drawings, formulae, test, results, procedures, project reports and testing procedures, instructions, training manual, market forecast, and list of particulars of potential competitors, suppliers and members. 

10.3    In the event [Shop Hubby Merchant] intends to make any press release, announcement, statement or advertisement in relation to Shop Hubby Website and Shop Hubby Mobile Application, this Agreement or any matter arising from this Agreement, [Shop Hubby Merchant] shall obtain the prior written consent of the Company before the publication of such press release, announcement, statement or advertisement.   

11    Notices

11.1    Any notice given by [Shop Hubby Merchant] to the Company shall be in writing or by email to address set out in this Agreement. The notice shall be deemed to have been delivered upon receipt by the Company.

11.2    The Company may give notice to [Shop Hubby Merchant] by sending it via Shop Hubby Office Account or to an email address provided by [Shop Hubby Merchant]. The Company may also give notice to [Shop Hubby Merchant] by way of an announcement via Shop Hubby Office Account. The notice shall be deemed to have been delivered when such email is sent or such announcement is posted.

11.3    A party may change its address for notices by giving a notice to the other party.

12    General

12.1    Entire Agreement

This Agreement including the Recitals and the Schedules contained herein-

(a)    constitutes the entire Agreement and understanding between the parties with respect to the matters dealt in this Agreement;

(b)    supersedes any other Agreement, letters, correspondence (oral or written or expressed or implied) entered into prior to this Agreement in respect of the matters dealt in this Agreement; and

(c)    was not entered into by the parties in reliance of any Agreement, understanding, warranty or representation of any party not expressly contained or referred to in this Agreement.

12.2    Execution

The execution of this Agreement by or on behalf of a party shall constitute an authority to the solicitors acting for that party in connection with this Agreement to deliver and date it on behalf of that party. 

12.3    Counterparts

12.3.1    This Agreement may be executed in any number of counterparts and by the parties on separate counterparts, but shall not be effective until each party has executed at least one counterpart.

12.3.2    Each counterpart, when executed, shall be deemed to constitute an original copy of this Agreement, but the counterparts, taken together, shall constitute one and the same instrument.

12.4    Successors & assigns

This Agreement shall be binding upon and inure for the benefit of the respective heirs, personal representatives, successors-in-title, permitted assigns or affiliates, as the case may be, of the parties but shall not be assignable by any party without the prior written consent of the other.

12.5    Variation of Agreement

A variation of this Agreement must be in writing and signed by both parties or by persons authorised to sign for them.

12.6    Amendments & additions

No amendment, variation, revocation, cancellation, 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 signed by both parties. 

12.7    Invalidity & severability

12.7.1    If any provision of this Agreement is or may become under any written law, or is found by any court or administrative body or competent jurisdiction to be, illegal, void, invalid, prohibited or unenforceable then -

(a)    such provision shall be ineffective to the extent of such illegality, voidness, invalidity, prohibition or unenforceability;

(b)    the remaining provisions of this Agreement shall remain in full force and effect; and

(c)     the parties shall use their respective best endeavours to negotiate and agree a substitute provision which is valid and enforceable and achieves to the greatest extent possible of the economic, legal and commercial objectives of such illegal, void, invalid, prohibited or unenforceable term, condition, stipulation, provision, covenant or undertaking.

12.8    Waiver

12.8.1    A party waives any right under this Agreement only if it does so in writing. 

12.8.2    A party does not waive any right simply because it –

(a)    fails to exercise the right;

(b)    delays exercising the right; or

(c)    only exercises part of the right.

12.8.3    A waiver of one breach of a term of this Agreement does not operate as a waiver of another breach of the same term or any other term.

12.9    Further action

Each party must promptly sign any document and do anything else that is necessary or reasonably requested by the other party to give full effect to this Agreement.

12.10    Time of the essence

Time wherever mentioned shall be of the essence of this Agreement.

12.11    Knowledge & acquiescence

Knowledge or acquiescence by any party of, or in, any breach of any of the provisions of this Agreement shall not operate as, or be deemed to be, a waiver of such provisions and, notwithstanding such knowledge or acquiescence, such party shall remain entitled to exercise its rights and remedies under this Agreement, and at law, and to require strict performance of all of the provisions of this Agreement.

12.12    Law

This Agreement is governed by, and construed in accordance with, the laws of Malaysia.

 

TERMS OF USE - MERCHANT

The following terms and conditions constitute an agreement between you and Shop Hubby Sdn. Bhd. (Company No. 1269451-H) (hereinafter referred to as “the Company”, “we” “our” or “us”), for the use of the mobile application software or web application known as [?] (“App”) as well as for the use of the internet web portal known as [?] (“Website”) (collectively, “the Sites”). These terms and conditions (the “Terms and Conditions”) including the Privacy Notice located at [insert link] (which is incorporated herein by reference, and collectively, this “Agreement”) and any rules or policies applied by the Google Play/Apple Store application store from whose site you downloaded the App govern your use of the Sites.

By downloading or clicking on the “Accept” or “Agree” button in the Sites or by accessing the Sites, whichever first to occur, you agree to the Terms and Conditions of this Agreement. If you do not agree with this Agreement, you must refrain from downloading or using the Sites. Please note that we offer the Sites "AS IS" and without warranties. You authorize the use and disclosure of your information for purposes of allowing us to provide the Sites and as otherwise disclosed in our Privacy Notice. We may revise and update these Terms of Use from time to time at our sole discretion. You should visit the Sites regularly to make note of any changes we have made on our Terms and Conditions. Your continued use of the Sites after the revised Terms and Conditions constitutes your acceptance to the changes.

The Sites may contain links to other websites (“Linked Websites”).  Such links are provided for convenience only and may not remain current or be maintained.  We are not responsible for the content or privacy practices associated with the Linked Websites. The Linked Websites should not be construed as an endorsement, approval or recommendation by us of the owners or operators of those Linked Websites, or of any information, graphics, materials, products or the Sites referred to or contained on those Linked Websites, unless and to the extent stipulated to the contrary.

 

1.   THE SITES

1.1   Both the Sites enable you to advertise your products and/or services online including but not limited to [?]. The services and features of the Sites includes [?]. 

1.2   We do not involve in any online business transactions but merely provide an online platform for you to advertise your products and/or services as well as discussion forums for users of the Sites to upload, post and forward their comments and photos in relation to their shopping experience pursuant to your advertisement. You undertake that you shall comply, procure any person authorized by you to use the Sites, its employees, agents and contractors to comply with these Terms and Conditons and you shall be solely responsible for any breach of any these Terms and Conditions by such persons.

1.3   You shall be solely responsible for all losses or damages incurred or suffered by users of the Sites arising out of or in connection with your advertisement or from any of your products and/or services. We are not an agent of nor are we connected with you.

 

2.   YOUR OBLIGATIONS

2.1   By using the Sites, you agree to abide by the following terms and conditions:

(a)   you may only use the Sites for lawful, non-commercial purposes;

(b)   you may not use the Sites in any manner that could damage, disable, overburden, impair our servers or networks, or interfere with any other party's use and enjoyment of the Sites;

(c)   you agree not to impersonate any other person;

(d)   you agree not to post or transmit any unsolicited advertising or promotional materials;

(e)   you agree not to collect or harvest any information or data from the Sites or our systems or attempt to decipher any transmissions to or from the servers running the Sites;

(f)   you will not infringe our intellectual property rights or those of any third party in relation to your use of the Sites; and

(g)   you will not post or transmit any material which contains viruses or other codes, files or programs which are designed to limit or destroy the functionality of our system and security.

 

3.   CONTENT

3.1   For the purpose of this section, “Content” means content, text, data, graphics, images, photographs, video, audio, information, suggestions, guidance, and other materials provided, made available or otherwise found through the Sites particularly in relation to your advertisement of your products and/or services.

3.2   You shall ensure that the products and/or services uploaded on the Sites are complied with all necessary registrations, licences, certifications or approvals and all such registrations, licences, certifications or approvals are valid and subsisting. You shall always provide current, accurate and up-to-date information about your products and/or services to be advertised on the Sites.

3.3   You agree that you shall be solely responsible for the Content that you upload or post on the Sites and agree not to cause, or knowingly allow others to cause, any nuisance, annoyance or inconvenience to the Sites, its affiliates or any other users of the Sites by your usage of the Sites. The Sites may allow you to submit or generate content. To the extent you have any intellectual property rights in such content, you will retain those rights subject to the grant of a license pursuant this Agreement. By uploading or otherwise submitting content in connection with your use of the Sites, you grant us and our affiliates and contractors a non-exclusive, worldwide, perpetual, royalty-free, non-terminable, transferable, license, with the right to sublicense through multiple tiers, to use, distribute, reproduce, create derivative works of, publicly perform, publicly display and transmit such content for any purpose without any compensation, attribution, or other obligation to you. You agree not to submit content unless you are willing, and have the right, to grant this license for such content. We hereby reserve the right, but not the obligation, to refuse to post, or to remove, in its sole discretion any of your content, to edit, share, reject, erase, remove and delete any of your content and link to web pages and/or media platform and/or application at our sole discretion.

3.4   You agree that you will not post any content that is unlawful, harmful, offensive, threatening, abusive, harassing, invasive of privacy, defamatory, libelous, vulgar, obscene, pornographic, indecent, lewd, suggestive, profane, hateful, racially, ethnically or otherwise objectionable or inappropriate, or that would give rise to civil and/or criminal liability or violate any applicable local, state, federal or international law. You agree that you will not post any content that consists of political campaigning, chain letters, mass mailings of any kind of any form of SPAM, or reviews that contain the transmission, distribution or delivery of any unsolicited bulk or commercial e-mail. You agree that you will not post content that consists of reviews written or submitted by the reviewed business’s owners, employees (past or present), agents, affiliates and/or competitors.

3.5   We hereby reserve the right to edit, share, reject, erase, remove and delete any of your Content and link to web pages and/or media platform and/or application at our sole discretion.

 

4.   NO WARRANTIES ON YOUR PRODUCTS / SERVICES

4.1   We will not make any representations or warranties with respect to your products and/or services and you shall be solely responsible for the quality of the products and/or services you advertise on the Sites. You must resolve any dispute between you and any users of the Sites that subsequently purchase your products and/or services if any.

 

5.   CHANGES TO THE SITES

5.1   We may from time to time add new features to the Sites, substitute a new feature for one of the existing features, discontinue or suspend one of the existing features. The use of new features will be governed by this Agreement. You agree that we will not be liable to you or any third party for any suspension or discontinuation of any of the Sites or any portion thereof and you shall have no right to object such substitutions, removals, modifications, enhancements and/or upgrades made to the Sites.

5.2   It may be necessary for us to perform scheduled or unscheduled repairs or maintenance, provide and maintain daily backup of the data collected by us or remotely patch or upgrade the Sites, which may temporarily degrade the quality of the Sites or result in a partial or complete outage of the Sites. In this regard, we will not be liable to you or any third party for any such degradation in the quality or outage of the Sites. You are solely responsible for regularly backing your data to prevent this from occurring.

 

6.   COMPATIBILITY

6.1   We do not warrant that the Sites will be compatible or interoperable with your device or any other piece of hardware, software, equipment or device installed on or used in connection with your device. You acknowledge and agree that we and our affiliates and contractors have no liability to you for any losses suffered resulting from or arising in connection with compatibility or interoperability problems.

 

7.   THIRD PARTY CLAIMS

7.1   You acknowledge that you are responsible for addressing any third-party claims relating to your products and/or services advertised at the Sites, and use or possession of the Sites, and agree to notify us of such third-party claims of which you become aware. You hereby agree to release us from any liability resulting from your products and/or services advertised at the Sites and use or possession of the Sites as well as the infringement of any proprietary rights of any third party.

7.2   You should promptly refer all inquiries and complaints relating to your products and/or services and cooperate with us to resolve any user’s inquiries and complaints to the extent that is necessary.

 

8.   INTELLECTUAL PROPERTY RIGHTS

8.1   All the Content of the Sites, including but not limited to information, communications, software, text, images, layout, database, graphics, photos, pictures, sounds or audio formats, software (including any derivative works), brands and HTML and accompanying materials, is owned or licensed by us.

8.2   You acknowledge that the Sites and any underlying technology or software used in connection with the Sites contain our proprietary information. We give you permission to use the Sites and the Content for the purposes as stated under this Agreement. You shall not transfer any intellectual property rights to you by virtue of permitting your use of the Sites. Except as expressly authorised by these Terms and Conditions, you hereby agree:

(a)   not to copy the Sites except where such copying is incidental to the normal use of the Sites, or where it is necessary for the purpose of back-up or operational security;

(b)   if the Sites are copied in accordance with sub-clause (a), to keep all copies of the Sites secured and to maintain accurate and up-to-date records of the number and locations of all copies of the Sites and to include our copyright notice on all entire and partial copies you make of the Sites on any medium;

(c)   not to adapt, reproduce, store, distribute, print, display, perform, publish or create derivative works from the Sites;

(d)   not to commercialise any information, products or services obtained from the Sites;

(e)   not to modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble the Sites or use any part of the same to provide or incorporate into, any product of service provided to a third party; or

(f)   not to download or store the Content. Subject to the foregoing restrictions, we grant you a non-exclusive, non-transferable, revocable license to use the Sites on your compatible mobile, tablet or other handheld computing devices.

8.3   In the event you use any of our trademarks and other rights in trade names (“Marks”) in reference to our activities, products or services, you must include a statement attributing the Marks to us. You must not use, copy, edit, 

 vary, reproduce, publish, display, distribute, store, transmit, commercially exploit or disseminate any of the Marks:

 

   (a) in or as the whole or part of your own trademarks;

 

   (b) in connection with activities, products or services which are not ours;

 

   (c) in a manner which may be confusing, misleading or deceptive; and/or

 

   (d) in a manner which disparages us or our information, products or services (including the Site).

 

   9. PERSONAL DATA

 

We collect and process your personal data in accordance with the Privacy Notice at [insert link] and you hereby consent to the processing of your personal data in accordance with the said notice.

 

  10. MARKETING AND PUBLICITY

 

You hereby grant us a non-exclusive, non-transferrable, limited, and revocable license to use, publish, host, display, adapt, modify, promote, copy, download, sub-license, forward, distribute, reproduce or edit the content and material provided to us and/or uploaded to the Sites by you, including but not limited for marketing, promoting and redistributing such information as we deem appropriate.

 

      11. DISCLAIMER

 

11.1 YOU AGREE THAT WE DO NOT HAVE ANY CONTROL AND MAKES NO REPRESENTATION ON YOUR PRODUCTS AND/OR SERVICES TO BE ADVERTISED ON THE SITES AND YOU SHALL RELEASE US FROM ALL LIABILITY ARISING OUT OF OR IN CONNECTION WITH YOUR ADVERTISEMENT, USE OR POSSESSION OF THE SITES. WE MAKE NO REPRESENTATIONS CONCERNING ANY CONTENT CONTAINED IN OR ACCESSED THROUGH THE SITES, AND WE WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, COPYRIGHT COMPLIANCE, LEGALITY OR DECENCY OF MATERIAL CONTAINED IN OR ACCESSED THROUGH THE SITES. WE MAKE NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, REGARDING SUGGESTIONS OR RECOMMENDATIONS OR ENDORSEMENTS OF THE SITES.

 

11.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL STATUTORY WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SITES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES THAT THE SITES ARE MERCHANTABLE, OF SATISFACTORY QUALITY, FUNCTIONALITY, OPERABILITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO USE THE SITES (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT TIMES OR LOCATIONS OF YOUR CHOOSING. WE ARE NOT RESPONSIBLE FOR THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF ANY DATA OR INFORMATION PROVIDED OR RECEIVED THROUGH THE SITES. EXCEPT AS EXPRESSLY SET FORTH HEREIN WE MAKE NO WARRANTIES ABOUT THE SITES OR ANY OTHER SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION. WE DO NOT WARRANT THAT THE SITES WILL OPERATE ERROR-FREE, BUG-FREE OR FREE FROM DEFECTS, THAT LOSS OF DATA WILL NOT OCCUR, OR THAT THE SITES OR THE CONTENT THROUGH THE SITES ARE FREE OF VIRUSES, INFECTION, CONTAMINANTS OR OTHER CODES MANIFESTING HARMFUL, CONTAMINATING OR DESTRUCTIVE ITEMS.

 

11.3 WE MAY PROVIDE PAID LISTINGS, ADVERTISEMENTS OR OTHER SPONSORED INFORMATION. WE MAY ALSO COMMINGLE SPONSORED INFORMATION WITH GENERAL, UNPAID SEARCH RESULTS AND MAY NOT DISTINGUISH BETWEEN THESE TWO CATEGORIES OF INFORMATION. SPONSORED LISTINGS OR OTHER ADVERTISEMENTS MAY BE GIVEN PRIORITY IN DISPLAY OVER UNPAID LISTINGS.

 

11.4 IN ANY EVENT, WE AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, REPRESENTATIVES, SHAREHOLDERS, ATTORNEY, PREDECESSORS AND SUCCESSORS SHALL NOT BE LIABLE FOR ANY LOSSES, CLAIMS OR DAMAGES SUFFERED BY ANY USER WHATSOEVER AND HOWSOEVER ARISING OR RESULTING FROM THE USAGE OF THE SITES AND THEIR CONTENTS, INCLUDING NEGLIGENCE AND DISPUTES BETWEEN ANY PARTIES.

 

 12. CONFIDENTIALITY

 

12.1 You undertake to and shall ensure and procure that your representatives shall keep all information of any kind, whether in machine readable or visually readable form, oral or otherwise and whether or not labelled as “Confidential”, received from us or disclosed to you under this Agreement confidential and shall not disclose such information to any other person or third party, save where (i) such information is required to be disclosed for the for the purpose of this Agreement, (ii) disclosure is required by law, or (iii) we had consented to such disclosure in writing. Upon termination of this Agreement, you shall destroy or, at our request, promptly return all such confidential information to us.  

 

12.2 Notwithstanding the foregoing, such confidential information shall not include information that: (i) was, at the time of its disclosure by us to you, already in your possession; (ii) is independently developed by you, (iii) is or becomes generally available to the public other than as a result of a breach of this Agreement by you or your representatives; or (iv) becomes available to you on a non-confidential basis from a source other than us or our representatives; provided, however, that such source is not to your knowledge bound by a confidentiality agreement or other legal or fiduciary obligation of secrecy to us.

 

 13. LIMITATION OF LIABILITY

 

13.1 In no event we shall be liable to you (or to any third party claiming under or through you) for any indirect, special, incidental, consequential or exemplary damages arising from your use of, or inability to use the Sites. These exclusions apply to any claims for lost profits, lost data, loss of goodwill, failure or malfunction, any other commercial damages or losses, even if we knew or should have known of the possibility of such damages. For the avoidance of doubt, we shall not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms and Conditions that is caused by any act or event beyond our reasonable control, including failure of telecommunications networks.

 

  14. INDEMNIFICATION

 

14.1 You agree to indemnify us against any loss, damage or cost incurred by us arising out of your use of the Sites, the Content or any other information, your violation of these Terms and Conditions, or any other laws, regulations and rules. You will also indemnify us against any claims that information or material which you have submitted to us is in violation of any law or in breach of any third-party rights (including, but not limited to, claims in respect of defamation, breach of confidence, infringement of copyright or infringement of any other intellectual property right).

 

  15. TERMINATION

 

15.1 We may immediately terminate this Agreement by notice without prejudice to any other rights we may have under this Agreement or at law in writing in the event -

 

        (a)   you are found to be in breach of any clause of this Agreement; or

 

        (b)   you shall pass a resolution for winding up or becomes, threatens or resolves to become or is in jeopardy of becoming subject to any form of insolvency administration (including without limitation bankruptcy proceeding) or if a receiving order is made against you or you make any arrangement or composition with your creditors.

 

15.2 Upon termination of this Agreement –

 

       (a) all rights granted to you under this Agreement shall cease and we shall have the right to delete or deactivate your account;

 

       (b) you must immediately cease all activities authorised by this Agreement;

 

(c) you must immediately destroy, delete and remove (i) the Sites from all devices, (ii) all Content in connection with the Sites which is in your possession, and (iii) all copies of the Sites then in your possession, custody or control and certify to us that you have done so.

 

15.3 Clauses 4, 7, 8, 9, 11, 12, 13 and 14 shall survive any termination or expiration of this Agreement.

 

  16. GENERAL

 

16.1 Governing law

 

These Terms and Conditions and any dispute or claim arising out of, or related to, them, their subject matter or their formation (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the Laws of Malaysia, without giving effect to any conflict of law principles thereof. Any legal suit, action or proceeding arising out of, or related to, these Terms and Condtions shall be instituted exclusively in the Courts of Malaya. You agree to waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

 

16.2 Waiver

 

Any waiver by us of any of these Terms and Conditions must be in writing. No waiver of these Terms and Conditions shall be deemed a further or continuing waiver of such term or condition or any other term of condition, and any failure of us to asset a right or provision under these Terms and Conditions shall not constitute a waiver of such right or provision.

 

16.3 Severability

 

In the event any provision of these Terms and Conditions is held by a court of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms and Conditions shall continue in full force and effect.

 

16.4 Entire Agreement.

 

These Terms and Conditions, including the Privacy Notice (which is incorporated herein by this reference), constitute the sole and entire agreement between you and us with respect to the Sites and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral.

 

PRIVACY NOTICE

 

1.0        Your Consent to this Privacy Notice

 

1.1        The Personal Data Protection Act 2010 (the “Act”), which regulates the processing of personal data in commercial transactions, applies to Shop Hubby Sdn. Bhd. (Company No. 1269451-H) (“our”, “us” or “we”).  For the purpose of this written notice (“Privacy Notice”), the terms “personal data” and “processing” shall have the same meaning as prescribed in the Act. We value your privacy and strive to protect your personal data in compliance with the laws of Malaysia. The Company will only collect and use your personal data in accordance with the Act, this Privacy Notice and/or the privacy terms in any agreement(s) that you may have or will enter into with us.

 

This Privacy Notice explains:

 

(a)        What kind of personal data we collect and how we collect it;

(b)         How we use your personal data;

(c)        The parties that we disclose the personal data to; and

(d)        The choices we offer, including how to access and update your personal data.

 

1.2        By providing to us your personal data, you hereby consent to the processing of your personal data in accordance with this Privacy Notice.

 

1.3        If you are a corporation supplying personal data of your directors, shareholders and/or officers to us, please do ensure that you have duly obtained their consent and bring this Privacy Notice to the attention of your directors, shareholders and/or officers whose personal data you are supplying/have been supplied to us.

 

2.0        Collection of Your Personal Data

 

2.1        In order to enable us to deal with your inquiries, open and operate an account for you and/or to generally provide you with our advertisement of products and services, we may need to and/or may be required to collect, record, hold, use, disclose and store (i.e. “process”) personal data and financial information about you, including but not limited to personal data –

 

(a)        to establish your personal identification and background; and/or

(b)        to establish your financial standing and creditworthiness (where required).  

 

2.2        We may obtain this information from yourself and from a variety of sources, including but not limited to –

 

(a)        through your relationship with us, for example information provided by you while registering an account with us, when taking part in our customer surveys and promotion activities;

(b)        through your verbal and written communications with us;

(c)        from third parties connected with you subject to your prior consent;

(d)        from an analysis of the way you use and manage your account with us;

(e)        from any interactions between our co-working space members through community platforms including but not limited to notice board, social media; and/or

(f)        from such other sources in respect of which you have given your consent to disclose information relating to you and/or where not otherwise restricted.

 

3.0        Use and Sharing of Your Personal Data

 

3.1        Other than as stated above, we may use your personal data for one or more of the following purposes:

 

(a)        to assess your registration of an account with us;

(b)        to manage and maintain your account with us;

(c)        to manage our business and your relationship with us;

(d)        to provide you with information on 3rd party products, services and offers which may be of interest to you;

(e)        to improve our designated website and mobile application;

(f)        to notify you about benefits and changes to the featured products and services by our collaborating merchants;

(g)        to administer offers and promotions;

(h)        to respond to your enquiries and complaints;

(i)        to improve the quality, efficiency and utilization of our website and mobile application;

(j)        to update, consolidate and improve the accuracy of our records;

(k)        to produce data, reports and statistics which have been anonymised or aggregated in a manner that does not identify you as an individual;

(l)        to conduct research for analytical purposes including but not limited to data mining and analysis of your transactions with us;

(m)        to meet the disclosure requirements of any law binding on us;

(n)        for audit, compliance and risk management purposes;

(o)        to assess financial and insurance risks;

(p)        to transfer or assign our rights, interests and obligations under any of your agreement(s) with us;

(q)        to protect or enforce our rights to recover any debt owing to us;

(r)        for crime detection, prevention and prosecution; and/or

(s)        for any other purpose that is required or permitted by any law, regulations and/or guidelines.

 

4.0        Disclosure Of Your Personal Data

 

4.1        We may disclose your personal data (to the extent necessary) to the following third parties –

 

(a)        companies and/or organisations that act as our strategic partners, agents, professional advisers and/or any other parties that we may have business or dealings with;

(b)        companies and/or organisations that assist us in processing and/or otherwise fulfilling transactions that you have requested;

(c)        companies and/or organisations that assist us in providing value added services that you have requested;

(d)        your advisers (including but not limited to accountants, valuers, adjustors, auditors, lawyers, financial advisers or other professional advisers) where authorised by you;

(e)        any person notified by you as authorised to give instructions or to use the account registered by you on your behalf;

(f)        any financial institutions, merchants, VISA International Services Association, MasterCard International Incorporated and other card associations in relation to any credit card and/or debit card issued to you, if applicable; and/or

(g)        any person connected to the enforcement or preservation of any of our rights under your agreement(s) with us,

 

4.2        All parties mentioned in the clause above may in turn disclose your personal data to companies within their group of companies, their affiliates and directors, shareholders, employees of such companies and affiliates, their professional advisers, service providers, strategic partners, regulators and other parties on a “need to know basis” who or which may have business or dealings with them.

 

4.3        The above shall be subject at all times to any applicable laws (including regulations, standards. guidelines and/or obligations) whether in or outside Malaysia).

 

5.0        Disclosure for Marketing Purposes

 

5.1        Our individual entities may contact you about services and offers, which we believe may be of interest to you or benefit you financially.

 

5.2        You may tell us at any time if you do not wish to receive marketing communications from us or from any of our individual entities by writing to us. Your latest written instructions to us will prevail.

 

5.3        As for our collaborating merchants or strategic partners, we will only contact you for advertising and marketing purposes of your services/products if required.

 

6.0        Security of Your Personal Data

 

6.1        We shall take appropriate measures to protect your personal data from any loss, misuse, modification, unauthorized or accidental access or disclosure, alteration or destruction when processing your personal data except in any of the following situations:

 

(a)        where you have given permission;

(b)        where we are required or permitted to do so by law;

(c)        where required or authorised by any order of court, tribunal or authority, whether governmental or quasi-governmental with jurisdiction over us;

(d)        where we may transfer rights and obligations under this agreement; and/or

(e)        where we are required to meet our obligations to any relevant regulatory authority.

 

We shall not accept responsibility for any unauthorised access or interception or loss of personal data that is beyond our reasonable control.

 

If any part of the mobile application links you to other websites, those websites do not operate under this Privacy Notice and we do not accept any responsibility or liability arising from those websites. We suggest you to read and understand those websites’ privacy notice/policy before you provide your personal data to those websites.

 

7.0        Data Integrity

 

7.1        All personal data shall be provided by you voluntarily but however if you do not provide or consent to us processing your personal data, you may not be able to use our designated website or mobile application.

 

7.2        Personal data supplied by you to us shall be accurate, complete, and not misleading. You shall notify us in writing any changes to the personal data supplied by you to us to ensure the personal data is kept up-to-date.

 

8.0        Rights to Access

 

8.1        Subject to any exceptions under the applicable laws, you may at any time request for access to and for correction of your personal data kept by us and contact us with any inquiry or complaint in respect of your personal data as follows –

 

(a)        You may have access to your personal data by making a request via our designated website or mobile application;

(b)        We may withhold your access to your personal data in certain situations, for example when we are unable to confirm your identity or where information requested for is of a confidential commercial nature or in the event we receive repeated requests for the same information. Nevertheless, we will notify you of the reasons for not being able to accede to your request;

(c)        Where your data access request is successful and you are of the opinion that such personal data held by us is inaccurate, incomplete, misleading or where relevant, not up-to-date, you may make a request to correct such personal data;

(d)        You can also assist us to keep your personal data (such as your current mailing address) up to date, as it will enable us to serve you better;

(e)        In the event you wish to correct / update your personal data previously provided to us, please write in or notify us at [?].

 

9.0        Right to Limit Processing Your Personal Data

 

9.1        You may notify us in writing to withdraw your consent to or limit the processing of your personal data including the extent of the personal data and/or the purposes for which it is being processed in accordance with Clause 3 above and we shall upon receiving your written notice cease or limit the processing of the personal data accordingly.

 

You may exercise your choice in respect of the disclosure, retention and use of your personal data by contacting us at -

 

Contact Person           : [?]

Address                       : [?]

Tel                               : [?]

Email                           : [?]

 

10.0        Retention of Your Personal Data

 

We shall not retain your personal data longer than is necessary for the fulfilment of the purposes as described in Clause 3 above. We shall take reasonable steps to ensure that your personal data is destroyed or permanently deleted if it is no longer required for the purpose for which it was to be processed.

 

11.0        Enquiries or Complaints

 

11.1        Should you have any query, concerns or complaints in relation to this Privacy Notice or how we handle your personal data, kindly contact any of the abovenamed persons.

 

12.0        Third Party

 

12.1        We may request your assistance to procure the consent of third parties whose personal data is provided by you to us and you hereby agree to use your best endeavour to do so.

 

13.0        Changes to the Privacy Notice

 

13.1        We hereby reserve the right to modify and change this Privacy Notice as and when required. Any changes to this Privacy Notice will be published on our designated website and mobile application. You should check this Privacy Notice each time you access to our designated website and mobile application so as to be aware of the most recent applicable version of the Privacy Notice.