1. ACCEPTANCE OF AGREEMENT AND ILIKE USER TERMS OF SERVICE
1.2. iLike reserves the right, to change, modify, add, or remove portions of this Agreement at any time. Changes will be effective when posted on the Platform with no other notices provided and Users are deemed to be aware of and bound by any changes to the foregoing upon their publication on the Platform.
1.3. For the avoidance of doubt, by using Platform and any of its Services, User(s) agree to be bound by these iLike User Terms of Service (as defined below).
2.1. In this Agreement, the following words and expressions shall unless the context otherwise requires have the following meanings:
"Agreement” means the iLike User Terms of Service and any and all schedules, annexures, exhibits and amendments it may publish hence forth.
"Affiliate(s)” means a company and/or person directly or indirectly controlling, controlled by or under common control with such party and shall include another member of the group of which the Party is a member. For the purpose of this Agreement, a company shall be deemed, to control a corporation or other entity if such company possesses, directly, the power to direct or cause the direction of the management and policies of such corporation or other entity, whether through the ownership of voting securities, by contract or otherwise.
"Buyer” means a person who makes the purchase of the Offering(s) by the Merchant on the Platform supported by KRU’s service providers for payment transaction and product fulfillment.
"Business Day” means a day other than Saturday or Sunday when commercial banks are open for business in Selangor, Malaysia.
"Currency” means the currency as specified in the Platform and payable in respect of any/all monies due and payable under this Agreement.
"Force Majeure” means any event beyond the reasonable control of either Party including but not limited to an act of God, fire, flood, earthquake, windstorm or other natural disaster; act of any sovereign, war, invasion, act of foreign enemies hostilities (whether war be declared or not) civil war, rebellion revolution, insurrection, military or usurped power or confiscation, nationalisation, requisition, destruction or damage to property by or under the order of any government or public or local authority or imposition of government sanction embargo or similar action; act of government or governmental instrumentality, law, judgement, order, decree; embargo, blockade, labour dispute including but not limited to strike lockout or boycott; interruption or failure of utility service including but not limited to electric power, gas, water or telephone service; interruption or failure or unavailability of any equipment including but not limited to decoders satellite dishes, satellites or transponders or any other reason beyond the reasonable control of either Party.
"Influencer” means an organization and/or person appointed by KRU who promotes the Offering(s) and provide sales referrals on the Platform using digital media platforms.
"Merchant” means an organisation and/or person that offers its product(s) and/or service(s) hereinafter referred to as the "Offering(s)” for commercial exploitation on the Platform.
"Offering(s)” Products and/or services uploaded by the Merchant detailed in the Basic Commercial Terms that shall be sold on the Platform.
"Services” means the use of any services, information and functions made available by KRU at the Platform.
"Term” means from the date and time when the User clicks the "Accept” button on the Platform until the User clicks the "Delete Account” button on the Platform and/or when the User is removed from accessing the Platform by KRU.
"Territory” means a sovereign country throughout the world or an area of land that is governed by a country.
"User/Users” means anyone using the Platform and its Services, including but not limited to all Merchants, Buyers and Influencers.
2.2. The clause headings in this Agreement are for ease of reference only and shall not limit, govern or otherwise affect its construction.
2.3. All Clauses are references to the clauses in this Agreement.
2.4. Any reference in this Agreement to any statute, statutory provision, or governmental or regulatory orders or directives shall be construed as including a reference to that statute or statutory provision, or governmental or regulatory orders or directives as from time to time amended, modified, extended or re-enacted whether before or after the date of this Agreement and to all statutory instruments, orders and regulations for the time being made pursuant to it or deriving validity from it.
2.5. Unless the context otherwise requires words denoting the singular shall include the plural and vice versa and words denoting any one gender shall include all genders and words denoting persons shall include bodies corporate unincorporated associations and partnerships.
2.6. The expression "copyright” means the entire copyright subsisting under the laws of which the intellectual property is registered in its country of origin and all analogous rights subsisting under the laws of each and every jurisdiction throughout the world.
3. WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS BY THE MERCHANT
3.1. The Merchant irrevocably, warrants and represents that:
3.1.1. The Merchant is the sole, unencumbered, absolute and legal owner and/or authorized seller of the Offering(s) in the Territory throughout the Term of this Agreement;
3.1.2. The Offering(s) is(are) authentic and NOT pirated, counterfeited, plagiarized, sub-standard and/or are faulty in any way whereby the Offering(s) can be interpreted as non-sellable, fraud and/or illegal in any country the Offering(s) is(are) made on the Platform;
3.1.3. The sale of the Offering(s) on the Platform will not infringe the rights of any third party nor infringe any laws;
3.1.4. The Offering(s) does NOT violates or will violate, or infringes or will infringe, any trademark, trade name, contract, agreement, copyright (whether common law or statutory), patent, literary, artistic, dramatic, personal, private, civil, property or privacy right or moral rights of or any other right of or slander or libel, any person or entity;
3.1.5. The Merchant is competent to enter into this Agreement and does not suffer from any legal infirmities and disabilities which will affect its performance under and pursuant to this Agreement;
3.1.6. At the request of KRU, the Merchant shall take any and all steps necessary and to provide all assistance as KRU may require to enable the Merchant to resist any action, claim or proceeding brought against KRU as a consequence of any breach by the Merchant of any of its warranties herein; and
3.1.7. Information provided on the Offering(s) on the Platform is solely for informational purposes, whereby all representations expressed on the Platform are solely those of the Merchant.
3.2. If requested by KRU, The Merchant shall provide an undertaking:-
3.2.1. to provide company/partnership/sole proprietorship/business license or other form of governmental incorporation certificate for other entity’s registration, copyright registration (if applicable), letter of authorization (by 3rd party rights brand and/or product and/or service owner if applicable), Halal Certification (if applicable) and all the documentations deemed fit by KRU as proof that the Merchant is the rightful entity to enter into the Agreement and commercialize the Offerings on the Platform, legally in any Territory throughout the Term of this Agreement; and
3.2.2. that all documentation provided are authentic and further indemnifies KRU from third party claims for misrepresentation, fraud, copyright infringement, defamation, etc.
3.3. The Merchant shall grant permission to KRU to publish the Offerings’ artwork, photograph and description for commercial offerings (on website and mobile application) to the Buyers throughout the Term and Territory; for both copyrighted content or otherwise without any financial or legal claim from the Merchant and/or any third party.
3.4. The Merchant shall grant permission to KRU to publish the Offerings’ artwork, photograph and description (including to edit re-produce the content in audio and/or video content) for the purpose of marketing and promotion of the Offerings on the Platform throughout the Term and Territory without any financial or legal claim from the Merchant and/or third party.
3.5. The Merchant undertakes to indemnify, and keep fully indemnified KRU, its subsidiaries, Affiliates, agents the Influencers, officers, employees and assignees on a full indemnity basis, from and against all actions, proceedings claims, demands, costs (including the legal costs of KRU on a solicitor and own client basis) damages, judgements, decrees, expenses, penalties and liabilities of any kind or nature whatsoever arising directly or indirectly as a result of any breach or non-performance by the Merchant of any of the Merchant’s undertakings, warranties, representations or obligations under the Agreement.
3.6. The Merchant shall not make any baseless remarks or comments publicly that may cause reputational damage, whether on social media and/or social networks in any form of visual, audio and/or textual content that may result in defamation suit by KRU and the Influencer and/or any platform partners such as the payment gateway and logistics service provider;
4. WARRANTIES AND REPRESENTATIONS BY THE BUYER
4.1. The Buyer irrevocably, warrants and represents that:
4.1.1. The Buyer is an individual, a legal resident in the country of residence and is 18 years old and above on the date of registration as stated on the Platform;
4.1.2. The Buyer is the rightful account holder authorized to make financial transactions on the Platform using the payment methods offered by KRU;
4.1.3. The Buyer shall utilize the Platform for the genuine intention of online shopping whether to just browse the Offerings and/or to make the transactions to purchase the Offerings;
4.1.4. The Buyer shall use the payment gateway in a proper conduct and not abuse the Platform for any illegal activity such as credit card fraud, money laundering and the likes;
4.1.5. The Buyer shall register its details and the delivery address accurately;
4.1.6. If the Buyer intends to rate the Merchant, the Buyer must use the platform to rate the Merchant ethically and fairly based on the Offerings quality and timely delivery;
4.1.7. The Buyer shall use the Buyer/Merchant Communication Dashboard ethically and not breach the Code of Conduct;
4.1.8. The Buyer shall not make any baseless remarks or comments publicly that may cause reputational damage, whether on social media and/or social networks in any form of visual, audio and/or textual content that will result in defamation suit by KRU, the Merchants, the Influencers and/or any platform partners such as the payment gateway and logistics service provider; and
4.1.9. The Buyer is competent to enter into an Agreement with KRU and does not suffer from any legal infirmities and disabilities which will affect its performance under and pursuant to the said Agreement.
4.2The Buyer undertakes to indemnify, and keep fully indemnified KRU, its subsidiaries, Affiliates, agents, the Merchant, the Influencer, officers, employees and assignees on a full indemnity basis, from and against all actions, proceedings claims, demands, costs (including the legal costs of KRU on a solicitor and own client basis) damages, judgements, decrees, expenses, penalties and liabilities of any kind or nature whatsoever arising directly or indirectly as a result of any breach or non-performance by the Buyer of any of the Buyer’s undertakings, warranties, representations or obligations under the Agreement.
5. WARRANTIES AND REPRESENTATIONS BY THE INFLUENCER
5.1. The Influencer irrevocably, warrants and represents that:
5.1.1. The Influencer is an individual, a legal resident in the country of residence and is 18 years old and above on the date of registration as stated on the Platform;
5.1.2. The Influencer is the rightful owner and editor of the social media account(s) to be used to promote the Offerings;
5.1.3. The Influencer shall utilize the Platform for the genuine intention of promoting the Offerings;
5.1.4. The Influencer shall use the Influencer’s social media account(s) to drive sales traffic for the Merchants’ offerings on the Platform;
5.1.5. The Influencer shall undertake all costs including but not limited to producing the audio, video, editorial, photographic and/or graphical materials to promote and market the Offerings published by the Merchants on the Platform;
5.1.6. The Influencer shall promote the Influencer’s promo-code and/or promo link on each social media post promoting the Merchant’s offerings on the Platform;
5.1.7. The Influencer shall produce social media content to promote the Offerings published by the Merchants on the Platform professionally, ethically and not breach any societal standard in any Territory especially the use of violent and/or pornographic materials and/or foul language;
5.1.8. The Influencer acknowledges that commission payment (if any) will be suspended until the dispute between the Buyer and the Merchant (if any) is resolved; and in the event of full refund, no commission shall be made to the Influencer;
5.1.9. The Influencer shall adhere to KRU’s terms and conditions and/or other policies and/or changes that shall be notified from time to time;
5.1.10. The Influencer is competent to enter into an Agreement with KRU and does not suffer from any legal infirmities and disabilities which will affect its performance under and pursuant to the said Agreement.
5.2. The Influencer undertakes to indemnify, and keep fully indemnified KRU, its subsidiaries, Affiliates, agents, officers, employees and assignees on a full indemnity basis, from and against all actions, proceedings claims, demands, costs (including the legal costs of KRU on a solicitor and own client basis) damages, judgements, decrees, expenses, penalties and liabilities of any kind or nature whatsoever arising directly or indirectly as a result of any breach or non-performance by the Influencer of any of the Influencer’s undertakings, warranties, representations or obligations under the Agreement.
5.3. The Influencer shall not make any baseless remarks or comments publicly that may cause reputational damage, whether on social media and/or social networks in any form of visual, audio and/or textual content that will result in defamation suit by KRU and the Merchant and/or any platform partners such as the payment gateway and logistics service provider;
6. WARRANTIES AND REPRESENTATIONS BY KRU
6.1. KRU warrants, represents and undertakes that it shall, subject to the continuing performance of the Merchant and the Influencer (if applicable) under this Agreement and the Merchant and the Influencer not being in breach of the terms and conditions herein contained, promptly pay fees due to the Merchant and the Influencer (if applicable) in accordance with the provisions hereunder.
6.2. KRU represents and warrants that it is competent to enter into this Agreement and does not suffer from any legal infirmities and disabilities which will affect its performance under this Agreement.
6.3. KRU shall make prompt payment to the Merchant and the Influencers (if applicable) upon successful fulfillment of the Offering(s) to the Buyer, whereby such payment to the Merchant and the Influencer (if applicable) shall be paid within 10 business days after the successful fulfillment of the Offering(s) to the Buyer.
6.4. KRU shall provide access to online dashboard for :-
6.4.1. The Merchant to track sales of the Offering(s), payment received to date, movement of the Offering(s) delivery and review advertising campaign on the Platform;
6.4.2. The Buyer to track purchases, movement of product delivery and loyalty points earned by the Buyer for the successful purchases;
6.4.3. The Influencer to track commissions earned and payment received to date.
6.5. In the event of dispute between the Buyer and the Merchant, KRU shall hold the payment due in trust until the dispute is resolved.
6.6. In the event of refund, KRU shall make the full payment to the Buyer without any further claim from the Merchant and/or the Influencer.
6.7. To provide, to the best of its ability, the highest level of security for the payment gateway together with KRU’s payment gateway service provider.
6.8. To provide to the best of its ability, highest level of security for privacy and ensure all data secured by KRU are protected under the obligations stipulated in the Personal Data Protection Act.
6.9. To protect to the best of its ability, the Platform against cyber-attacks that may result in temporary suspension of service.
6.10. In the event of the Platform’s online service breakdown (if any), KRU shall provide immediate remedy to rectify the situation to the best of its ability.
7. USE OF THE PLATFORM
7.1. KRU grants the User(s) a non-transferable and revocable license to use the Platform, subject to this Agreement, for the purpose of selling, promoting and/or buying the Offerings on the Platform. Any breach of this Agreement may result in the immediate revocation of the license granted herein without notice to the User(s).
7.2. KRU may, from time to time and without giving any reason or prior notice, upgrade, modify, suspend or discontinue the provision of or remove, whether in whole or in part, the Platform or any Services and shall not be liable if any such upgrade, modification, suspension or removal prevents the Users from accessing the Platform or any part of the Services.
7.3. KRU reserves the right, but shall not be obliged to:
7.3.1. monitor, screen or otherwise control any activity, content or material on the Platform and/or through the Services. KRU may in its sole and absolute discretion, investigate any violation of this Agreement contained herein and may take any action it deems appropriate;
7.3.2. prevent, suspend or restrict access of any User to the Platform and/or the Services;
7.3.3. report any activity it suspects to be in violation of any applicable law, statute or regulation to the appropriate authorities and to co-operate with such authorities; and/or
7.3.3. to request any information and data from the Merchant in connection with the Merchant’s use of the Services and/or access of the Platform at any time and to exercise KRU’s right under this paragraph if the Merchant refuses to divulge such information and/or data or if there are reasonable grounds to suspect that the Merchant has provided inaccurate, misleading or fraudulent information and/or data.
8. ROLE OF INFLUENCER ON THE PLATFORM
8.1. The Influencer shall use the Influencer’s social media accounts to drive sales traffic for Merchants’ Offerings on the Platform.
8.2. The Merchant hereby grants permission to KRU and the Influencer(s) on non-exclusive basis, to promote the Merchant’s Offerings on the Platform by publishing video, audio, pictorial and/or textual content on digital media platforms under the ownership and/or control of KRU and the Influencer, which may include the Merchant’s copyrighted content including brands, designs, etc. This authorization shall remain to be valid and in force for as long as the Offering(s) is (are) available on the Platform and as the validity of this Agreement.
8.3. The Merchant agrees for KRU to deduct a 20% fee (i.e Influencer Marketing Services Fee) of the Merchant’s published price of the Offerings on the Platform, for every successful transaction only, as the transactional, promotion and referral fees payable to the Platform and Influencer. This fee covers KRU’s management fee and Influencer’s sales commission. After the deduction of the fee, KRU and the Influencer shall have no further financial claims against the Merchant thereafter.
8.4. KRU shall pay the Influencer a percentage of the 20% fee (i.e Influencer Marketing Services Fee) which covers all costs related to the production and posting of the video, audio, pictorial and/or textual content to promote the Merchant’s Offerings on the Platform. The percentage payable to the Influencer depends on the tiering system certified by KRU whereby the details shall be stipulated in Influencer Services Agreement which shall act as an addendum to this Agreement.
8.5. KRU reserves the right to appoint and/or terminate any Influencer to promote the Merchants’ Offerings on the Platform at KRU’s sole discretion.
9. BASIC COMMERCIAL TERMS
9.1. KRU acknowledges that the Offering(s) made by the Merchant on the Platform is on non-exclusive basis and the same Offering(s) can be made by the Merchant on other competing e-Commerce platforms.
9.2. The Merchant shall have the sole right to determine price and/or offer discount(s) and/or offer reward points and/or any other activity to induce sales for the Offering(s) being published on the Platform and reserves the right to change the price and/or offer discount(s) and/or offer reward points and/or any other activity to induce sales from time to time.
9.3. The Merchant in its best endeavor shall not price the Offerings more than any Offering(s) made on other competing e-Commerce platforms.
9.4. From time to time, KRU may introduce special discounts and/or offer reward points and/or bundling and/or activities to induce sales for a limited number of day(s) and/or month(s). The Merchant shall in the best endeavor participate in these activities by giving special discounts during the campaign period to support KRU’s sales activities.
9.5. KRU shall be entitled to deduct a 10% platform service fee and 20% Influencer Marketing Services Fee as stated in item 8.4 for all items sold on the Platform.
9.6. The Buyer reserves the right to file complain, dispute settlement of payment, demand for refund and/or file for moderation by KRU for any reason whatsoever. Any dispute must be settled within 30 days and shall be moderated by KRU using the Buyer/Merchant Dashboard.
9.7. If there is no dispute and/or complaint by the Buyer, KRU shall pay the Merchant the net payment to the Merchant (after deduction of item 9.5) via the Merchant’s and the Influencer’s registered bank account within 10 business days.
9.8. The Merchant SHALL NOT enter into direct communications with the Buyer outside of the Platform that will undermine the Merchant’s financial obligations to KRU and the Influencer.
9.9. For the avoidance of doubt, courier charges paid by the Buyer shall be paid by KRU to KRU’s appointed logistics service provider. The Merchant and the Influencer have no claim over the courier fee charged to the Buyer.
10. OFFERINGS, STOCK MANAGEMENT & FULFILLMENT POLICY
10.1. The Merchant shall always abide to the Platform’s Stock Management and Fulfillment Policy.
10.2. The Offering(s) made by the Merchant must not be illegal and/or offensive in nature.
10.3. The Merchant must always keep good records and control of stock, re-order stock and deliver to the Buyer within 5 business days upon getting an order from the Buyer, failing which the Buyer or the Platform may choose to cancel the order following which the Platform shall grant a full refund to the Buyer.
10.4. The Merchant shall have access to the movement of shipment of the Offering(s) through KRU’s application platform integration (API) with KRU’s appointed logistics service provider’s platform.
10.5. The Merchant shall in its best endeavor keep a minimum stock of 3 months’ supply based on the past month’s sales trend.
10.6. In the event that the inventory is out of stock, the Merchant must always click the "Out of Stock. Coming Soon” button on the Merchant’s dashboard.
10.7. If the Merchant no longer provides the Offering(s), the Merchant MUST remove all material(s) related to the Offering(s) from the Platform with immediate effect.
10.8. The Merchant shall undertake the cost of packing and shall pack the Offering(s) professionally in order for the Offering(s) to arrive at the Buyer’s location in good condition. The Merchant may use the Merchant’s branded packaging material(s), if available.
10.9. The Merchant must use KRU’s appointed logistics service provider at all times and adhere to the logistics service provider pick-up schedule that will be communicated with the Merchant from time to time.
10.10. In the event the Merchant appoints KRU to provide storage, stock management and packaging services, the services by KRU are charged separately and subject to The Merchant’s request and KRU’s agreement to the request.
11. EXCHANGE AND REFUND POLICY
11.1. Unless specifically stated, all Offering(s) sold on the Platform, shall be deemed as final with no exchange and/or return of the Offering(s).
11.2. Notwithstanding Clause 11.1, resolution of dispute(s) and/or request for refund shall be dependent upon the circumstances detailed in Clause 11.3 and 11.4.
11.3. For Perfect Fulfillment Of The Offering(S) (i.e Without Defect) For Merchants Granting An Exchange And/Or Refund Option:
In the event that the Merchant grants an exchange and/or refund option, and if the Buyer wishes to exchange the Offering(s) due to color and/or size change and/or other similar nature of exchange request, the Buyer shall make the request within 48 hours upon receipt of the Offering(s) through the Buyer/Merchant Dashboard. The Merchant shall deliver the request within 5 business days after the Merchant receives the returned Offering(s) from the Buyer. The cost of returning the Offering(s) and the new shipment of the Offering(s) shall be borne by the Buyer. The Offering(s) returned to the Merchant must be in as the same good condition and sellable quality as per the first shipment made by the Merchant. The Buyer is entitled to make only one (1) request for such exchange of the Offering(s).
11.4. For Faulty Offering(s) (i.e. With Defect(s)):
11.4.1. In the event that a faulty Offering(s) has been received by the Buyer, the Buyer must provide photographic evidence of the faulty Offering(s) within 48 hours upon receipt of the faulty Offering(s), and file the complaint to the Buyer/Merchant Dashboard which shall be moderated by KRU, as required. The Buyer shall state on the Buyer/Merchant Dashboard whether they require:-
22.214.171.124. a refund; or
126.96.36.199. a replacement Offering(s).
11.4.2. If there is no evidence of false claim by the Buyer, either:-
188.8.131.52. A full refund shall be given if requested following receipt of the faulty Offering(s), whereby the courier charges shall be borne by the Merchant. For the avoidance of doubt the Platform shall deduct such courier charges and payment gateway charges from any payments due to the Merchant.
184.108.40.206. The Merchant shall deliver a replacement Offering(s) in perfect condition within 5 business days after the Merchant receives the returned Offering(s) from the Buyer. The cost of returning the Offering(s) and the shipment for the replacement of the Offering(s) shipment shall be borne by the Merchant.
11.4.3. If the replacement of faulty Offering(s) stated in Item 11.4 is still faulty and evidence given by the Buyer is true as per the same process stated in Clause 11.4, The Buyer shall be entitled for full refund within 5 business days after the Merchant receives the rejected Offering(s). The cost of the returning the Offering(s) for the second time shall also be borne by the Merchant.
12. BUYER/MERCHANT DASHBOARD CODE OF CONDUCT
12.1. The Merchant is required to respond to queries and complaints (if any) within 24 hours after the Buyer sends the message on the Buyer/Merchant Dashboard.
12.2. The Merchant must always respond to the Buyer’s queries, comments and/or complains professionally and MUST NOT use any derogatory, obscene, abusive or any other words which are deemed unprofessional and/or offensive by KRU.
12.3. If the Buyer uses derogatory, obscene, abusive or any other words which are offensive, the Merchant may file a complaint to KRU to moderate the dispute with The Buyer.
12.4. KRU reserves the right to terminate this Agreement with the Merchant for any unresolved dispute with the Buyer or for any offence made by the Merchant.
12.5. KRU also reserves the right to ban the Buyer from using the Platform for any offence stated in Item 12.3.
12.6. The decision made by KRU through the moderation process is final and the Merchant acknowledges and accepts that the decision is final and cannot be challenged in any court of law.
13. TRADEMARKS AND COPYRIGHTS
13.1. All intellectual property rights, whether registered or unregistered, in the Platform, information content on the Platform and all the website design, including, but not limited to, text, graphics, software, photos, video, music, sound, etc produced and invested by KRU and their selection and arrangement, and all software compilations, underlying source code and software (collectively referred to as "Intellectual Property”) shall remain the property of KRU or where applicable, our affiliates or third party intellectual property owners. The entire contents of the Platform (other than the contents under the ownership of the Merchant) also are protected by copyright as a collective work under Malaysia copyright laws and international conventions. All rights are reserved.
13.2. All intellectual property rights, whether registered or unregistered, related to the Merchant’s organization and its Offering(s), of which the content are published on the Platform and/or social media and/or social network platforms controlled by KRU, including, but not limited to, text, graphics, software, photos, video, music, sound, etc produced and invested by the Merchant (collectively referred to as the "Merchant’s Intellectual Property”) shall remain the property of the Merchant or where applicable, the Merchant’s affiliates or third party intellectual property owners. The entire Merchant’s Intellectual Property are protected copyright as a collective work under the copyright laws registered in the Merchant’s Territory of origin and international conventions. All rights are reserved.
13.3. The Influencer undertakes that any use and/or reproduction of intellectual property rights and/or contents under the ownership of KRU as stated in item 13.1 and/or the Merchants as stated in item 13.2 to promote the Offerings shall not in any way transfer any ownership nor the grant the right to the Influencer to challenge the copyright ownership of the said intellectual property and content. The permission and revocable license granted to the Influencers to use the intellectual property rights and/or content is purely for the purpose of influencer marketing to induce sales of the Offerings on the Platform only.
13.4. No part or parts of the Platform may be reproduced, reverse engineered, decompiled, disassembled, separated, altered, distributed, republished, displayed, broadcasted, hyperlinked, mirrored, framed, transferred or transmitted in any manner or by any means or stored in an information retrieval system or installed on any servers, system or equipment any Intellectual Property without our prior written permission or that of the relevant Intellectual Property owners. No party accessing the Platform shall claim any right, title or interest therein. Permission will only be granted to the Users to download, print or use the Intellectual Property for personal and non-commercial uses, provided that the Users do not modify the Intellectual Property and that KRU or the relevant copyright owners retain all copyright and other proprietary notices contained in the materials.
14. KRU’S LIMITATION OF RESPOINSIBILTY AND LIABILITY
14.1. While KRU may undertake the insurance cost against technical failures (if any) that may result in the suspension and/or delays of the online services by the Platform, Users shall make no claim whatsoever against KRU and the Platform for potential loss of income or damages (if any) as a result of the suspension/delays of the Platform services (if any) and/or by the Platform’s service providers.
14.2. Without limiting the foregoing, KRU does not warrant that the Platform and/or the Services or the functions contained therein will be available, accessible, uninterrupted, timely, secure, accurate, complete or error-free, that defects, if any, will be corrected, or that this Platform and/or the server that makes the same available are free of viruses, clocks, timers, counters, worms, software locks, drop dead devices, trojan-horses, routings, trap doors, time bombs or any other harmful codes, instructions, programs or components.
14.3. KRU and all of its respective officers, employees, directors, agents, contractors and assigns shall not be liable to the Users for any losses whatsoever or howsoever caused (regardless of the form of action) arising directly or indirectly in connection with:
14.3.1. any access, use and/or inability to use the Platform or the Services;
14.3.2. reliance on any data or information made available through the Platform and/or through the Services. Users should not act on such data or information without first independently verifying its contents;
14.3.3. any system, server or connection failure, error, omission, interruption, delay in transmission, computer virus or other malicious, destructive or corrupting code, agent program or macros; and
14.3.4. any use of or access to any other website or webpage linked to the Platform, even if KRU or KRU’s officers or agents or employees may have been advised of, or otherwise might have anticipated, the possibility of the same.
14.4. Any risk of misunderstanding, error, damage, expense or losses resulting from the use of the Platform and/or Services is entirely at the User’s own risk and KRU shall not be liable therefore.
14.5. Notwithstanding anything in this Agreement or otherwise to the contrary, KRU and/or the Platform shall not be liable to the Merchant and/or the Influencer in contract, tort, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by the Merchant and/or the Influencer of an indirect or consequential nature including without limitation any economic loss or other loss of turnover, profits, business or goodwill.
14.6. In the event that any liabilities are not excluded under any Clause in this Agreement – iLike User Terms of Service and Services, to the fullest extent permitted by law, KRU and/or the Platform’s maximum aggregate liability to any User in respect of such liabilities, whether under all applicable laws of contract, tort or otherwise, shall be limited to RM150 only.
15.1. All Users shall be solely responsible for any taxes payable, if any, arising from the sale of the Offering(s) on the Platform.
15.2. If any payment under this Agreement is subject to tax by the relevant tax authorities in any Territory and such tax is required to be withheld from the payment to the Merchant and/or the Influencer ("Taxes”), KRU shall be entitled to deduct any Taxes payable from the gross payment and remit the same to the related tax authorities and/or such other regulatory bodies in the related Territory on behalf of the Merchant and/or the Influencer and the balance of the payment less the sum deducted as aforesaid shall be paid to the Merchant and/or the Influencer in accordance with the terms and conditions of this Agreement.
16.1. Ringgit Malaysia (RM) shall be used as the currency for all transactions in Malaysia.
16.2. As at the date of this Agreement, the United States of America Dollar (USD) shall be used as the currency for all purchases from outside Malaysia. The exchange rate shall be based on the net amount received from KRU from the Buyer on the date of the successful transaction.
16.3. KRU may add other Currencies for the transactions on the Platform in the future, as and when it deems fit.
17. SUSPENSION AND TERMINATION
17.1. KRU reserves the right to suspend Users for any material breach of User’s Undertakings and/or other provisions stated in this Agreement. KRU shall highlight the cause and duration of the suspension, proposed resolution and deadline to accept the proposed resolution to the User within ten (10) business days.
18. FORCE MAJEURE
18.1. For the purpose of this Agreement, ‘Force Majeure’ means any circumstances beyond the reasonable control of any User hereto, including, without limitation, the ill-health, Acts of God, any strike, lock-out or other form of industrial action) then such non-performance of failure to fulfill its obligations due to any Force Majeure, shall be deemed not to be a breach of this Agreement.
18.2 If any User is affected by Force Majeure, which affects or may affect the performance of any of its obligations under this Agreement, it shall forthwith notify the Platform of its nature and extent.
19.1. Users and KRU undertake that they shall at all times keep confidential the terms and contents of this Agreement, financial data and any other confidential information concerning all parties ("Confidential Information”). Users and KRU shall not, without the previous written consent of the other party, use or disclose the Confidential Information to any person save and except for the proper performance and discharge of its obligations and responsibilities under this Agreement or where such disclosure is required by law or by the rules regulations directives or orders of the stock exchange or other regulatory body having jurisdiction over the User and/or KRU or if such disclosure is made by a party to its Affiliates, its auditors or other professional advisors or if such disclosure is made to a bona fide purchaser of the assets or shares of the User or its holding company.
19.2. The obligations of confidentiality shall continue in effect notwithstanding the termination of this Agreement.
20. PERSONAL DATA PROTECTION
20.1. KRU and Users acknowledge and agree that it shall comply with all present and future statutory and other regulatory and legislative requirement relating to personal data protection including without limitation guidelines and rules relating to personal data protection under the Personal Data Protection Act 2010 and applicable forum codes under the Malaysian Communications and Multimedia Act 1998 with respect to the Merchant’s performance under the Agreement.
21.1. Time wherever mentioned shall be of the essence of this Agreement.
22. NO PARTNERSHIP
22.1. Nothing in this Agreement shall be deemed to constitute a partnership, joint venture or control of or employment between the User(s) and KRU and Users shall not hold itself out as the agent for KRU except as expressly provided herein.
23. NO WAIVER
23.1. No waiver of any term or condition of this Agreement, or delay in the enforcement or the exercise of any right, power, privilege or remedy provided under this Agreement shall be deemed a waiver or operate as a waiver of such right, power, privilege or remedy or any other term or condition of the Agreement or any part thereof or of any preceding or subsequent breach by the other Party to this Agreement nor shall any single or partial exercise of any right, power, privilege or remedy preclude any other or further exercise of such or any other right, power, privilege or remedy provided in this Agreement, all of which are several and cumulative and are not exclusive of each other or of any other rights or remedies otherwise available to a Party at law or equity.
24.1. The Agreement is personal to User(s) who shall neither assign the benefit hereof nor grant any right herein in whole or in part nor sub-contract any of its obligations to any third party without the prior written consent of KRU.
24.2. KRU shall have the right to assign, charge, and/or transfer the whole or any part of its obligations under this Agreement herein to any third party including without limitation to its Affiliates or any third party including any person or entity which acquires substantially all of the business and assets of KRU and to any banks or financial institutions providing finance to KRU and requiring the assignment of this Agreement as security.
25. ENTIRE AGREEMENT
25.1. This Agreement constitutes the complete understanding of the Users and supersedes any and all other contracts, representations and arrangements (whether oral or in writing) made between the Users with reference to the subject matter of this Agreement.
26.1. If any provision of this Agreement is found to be invalid, illegal or unenforceable, such provision shall be deemed modified to the extent, but only to the extent, to rectify such invalidity, illegality or unenforceability and the remaining provisions of this Agreement will nevertheless be deemed valid and binding and be construed so as to achieve to the greatest extent possible the legal and commercial objectives of the offending provisions.
27. APPLICABLE LAW
27.1. This Agreement shall be construed in accordance with and shall be governed by the laws of Malaysia.
28. DISPUTE RESOLUTION
28.1. Any dispute, controversy claim or difference arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof ("Dispute”) shall be settled, in so far as it is possible, by mutual consultation and consent.
29. SUCCESSORS, ASSIGNS AND PERMITTED ASSIGNS
29.1. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors, assigns and permitted assigns.
30.1. KRU has prepared this Agreement based on its own cost.
30.2. If required, the User shall pay its own legal costs, charges and other expenses connected to legal consultation for the User related to this Agreement.