SHOPLA365 is to distribute products through two(2) mediums and channel which are Shopla365 Webpage and Parcel365 Mobile Apps Platform (“Parcel365 Platform”), which offers the platform to distribute products through the 2 channels.

The Shopla365 merchant intend to use the 2 platforms in order to establish and operate a unique Parcel365 Services Page that is accessible by users of the PARCEL 365 APPS and at the same time to offer for sale of goods and products and/or rendering of services listed in Schedule 1 subject to the terms and conditions of this Agreement.

The SHOPLA365 merchant shall agree that all of the products in the two said channels as mentioned herein, shall be made visible and to appear at other e-commerce platforms automatically, whereby those other platforms has been made connected and engaged to the two (2) said mediums.

TERMS AND CONDITIONS

1. Shopla365 e-Commerce Page

1.1 Summary

The terms and conditions of this Agreement shall govern the shopla365 e-Commerce Merchant’s access and/or use of the Parcel365 Platform to establish and operate the Shopla365 e-Commerce Page in order to offer and provide the Services to customers using the PARCEL365 APPS. All schedules, exhibits and appendices to this Agreement, if any, shall be read and construed as an essential and integral part of this Agreement.

1.2 Grant of License

Subject to the terms and conditions of this Agreement, PARCEL365  hereby grants the Shopla365 Merchant a limited, non-exclusive, non-transferable and revocable license to use the Parcel365 Platform to establish and operate a Shopla365 Page to offer and provide the Services listed in Schedule 1 to Customers using the PARCEL365 APPS (or such other software or application designated by PARCEL365  to be part of the Parcel365 Platform, from time to time, and which is able to access the Shopla365 e-Commerce Page) (“Customers”). The Shopla365 e-Commerce Merchant shall only be authorised to offer the sale of goods or rendering of services through the Shopla365 e-Commerce Page to customers using the PARCEL365 APPS that are listed in Schedule 1.

1.3 Grant of License

The Shopla365 e-Commerce Merchant agrees to carry out and perform the marketing and promotion activities listed in Schedule 1 of this Agreement to the best of its abilities and in good faith.

2. Use of Shopla365 e-Commerce Page

2.1 Shopla365 E-Commerce Page

The Parties shall mutually agree on the form of the integration to be carried out between the Shopla365 e-Commerce Merchant and PARCEL36 on the Parcel365 Platform for the  establishment of the Shopla365 e-Commerce Page which may take the form of the following:

(a) landing page(s) with hyperlinks to the Shopla365 e-Commerce Merchant’s official website or other site on the Internet designated by it;

(b) landing page(s) that launch the Shopla365 e-Commerce Merchant’s mobile applications;

(c) list of catalogues of the Shopla365 e-Commerce Merchant’s Services, but where the backend engine for the sales conversion for the Services is provided by the Shopla365 e-Commerce Merchant through its own channel, website or application, as the case may be; or

(d) any other arrangement made between the Parties with respect to the Shopla365 e-Commerce Page to be established under this Agreement.

2.2 Push Notifications

The Parties agree that the Shopla365 e-Commerce Page under this Agreement for the use of the Shopla365 e-Commerce Merchant shall not include any “push messages” or “push notifications” features (collectively, “Push Communications”), which are ways for the PARCEL365 APPS to deliver information, including alerts, sounds and messages to the mobile devices of the users of the application. Any Push Communications features to be integrated into the Shopla365 e-Commerce Page that require the use of Customer Data (defined in Clause 8.1) shall be subject to further arrangements or agreements to be made between the Parties.

3. Content of Shopla365 e-Commerce Page

3.1 The Shop365 e-Commerce Partner shall provide PARCEL365 for display on the Shopla365 e-Commerce Page, the following information:

(a) trade or business name, company registration number, address and contact details including telephone number(s), fax number(s) and email address;

(b) daily operation hours of its business;

(c) policies and terms of service (including, inter alia, terms relating to refunds and cancellation of orders), if any, of its Services that are applicable to its customers;

(d) a statement that any inquiries or complaints relating to the Services shall be addressed directly to the Shopla365 e-Commerce Merchant and not PARCEL365 ; and

(e) any other information that is determined by PARCEL365 , from time to time, and upon reasonable notification to the Shopla365 e-Commerce Merchant to be included as part of this Clause 3.1.

3.2 Prohibited Content

The Shopla365 e-Commerce Merchant agrees that it shall not provide to PARCEL365 any of the following material as any part of its content to be displayed or used on its Shopla365 e-Commerce Page:

(a) any content which violates any of the terms and conditions of this Agreement, including guidelines, policies or standard operating procedures issued by PARCEL365 pursuant to Clause 3.8(h), provided by PARCEL365, from time to time, to the Shopla365 e-Commerce Merchant;

(b) any content which violates or contravenes the patents, copyrights, trademark, moral rights, author’s rights, rights of publicity, trade names, trade secrets, know-how, licensing rights, contract rights or other proprietary or intellectual property rights under the laws of any jurisdiction (“Intellectual Property Rights”) of any third party;

(c) any content that is false, misleading, obscene, indecent, offensive, defamatory, libellous, liable to incite racial hatred, blasphemous, inflammatory, or in the PARCEL365 ’s sole opinion, is unsuitable for public consumption or display on the PARCEL365 APPS;

(d) any content which PARCEL365 considers is likely to have a material adverse effect on the Parcel365 Platform, PARCEL365 APPS, or Shopla365 ’s business in any way; and

(e) any content which does not comply with any requirements or stipulations of any applicable laws and regulations currently in force in Malaysia.

3.3. Prohibited Conduct

The Shopla365 e-Commerce Merchant acknowledges and agrees that it shall not:

(a) to engage in the provision of Services through its Shopla365 e-Commerce Page, any or all activities that are restricted or prohibited by federal, state or local laws, in any country or jurisdiction, including but not limited to, any of the activities listed in the Schedule 3;

(b) access or attempt to access any information, document or material that the Shopla365 e-Commerce Merchant is not authorised to access through any means not intentionally made available to it, whether via the Parcel365 Platform and/or PARCEL365 APPS;

(c) disrupt or interfere with the Parcel365 Platform or PARCEL365 APPS in any manner whatsoever, including but not limited to, any action that may cause harm or damage to the systems, resources, accounts, passwords, servers or networks connected, used by PARCEL365 or its licensors to provide and operate the Parcel365 Platform and PARCEL365 APPS;

(d) access or use the Shopla365 e-Commerce Page or the Parcel365 Platform in any manner that could damage, disable, overburden or impair any server used by PARCEL365 or its licensors in connection with the Shopla365 e-Commerce Page, Parcel365 Platform and/or PARCEL365 APPS; 

(e) use any content or material on its Shopla365 e-Commerce Page that may in any manner infringe on any Intellectual Property rights or other rights of PARCEL365 or any third party under the laws of any jurisdiction;

(f) file, register, report, or give false or inaccurate facts or wrongful information with respect to the information required under Clause 3.1 to PARCEL365 ,or any relevant authority including any governmental agency requiring such information;

(g) copy, compile, download or otherwise extract any confidential information including Customer Data, or transmit, provide or otherwise distribute (whether or not for a fee) such information to any third party;

(h) engage in any chain letters, contests, junk e-mails, pyramid schemes, spamming, surveys or any other duplicative or unsolicited messages to customers; and/or

(i) perform any other actions that in RIBS’s sole discretion shall be deemed to be prohibited under this Agreement.

3.4 Prohibited Content

The Shopla365 e-Commerce Merchant shall not offer for sale any goods or products or render any services, as part of the Services that are deemed as Prohibited Products under Schedule 3.

3.5 Non-Infringement

The Shopla365 e-Commerce Merchant warrants, represents and covenants to PARCEL365 that it owns and/or has the rights or licenses to all content used on its Shopla365 e-Commerce Page, and that any content that it provides to PARCEL365 that made available to customers via the Shopla365 e-Commerce Page does not infringe, whether directly or indirectly, on the Intellectual Property Rights of any third party. The Shopla365 e-Commerce Merchant further warrants to PARCEL365 that it is not aware of any claims made by any third party on any alleged or actual patent, copyright, trade secret, trademark, trade name, or other infringement of Intellectual Property rights, or other claim, demand or action arising from the use of the any content on its Shopla365 e-Commerce Page.

3.6 Shopla365 e-Commerce Merchant License

The Shopla365 e-Commerce Merchant hereby grants to PARCEL365  an irrevocable, non-exclusive, royalty free, worldwide, right and license with the right to sublicense to the persons approved by PARCEL365  (including but not limited to its affiliate partners) during the Term of this Agreement, to use, reproduce, display and distribute the content set forth in Clause 3.1, solely in connection with the marketing and promotion of the Shopla365 e-Commerce Page, Parcel365 Platform and/or PARCEL365 APPS.

3.7 Shopla365 e-Commerce Indemnification

The Shopla365 e-Commerce Merchant agrees to indemnify and shall hold PARCEL365 , its affiliates, directors, officers, employees, contractors, agents, successors and assignees, harmless from and against any and all costs, damages and liabilities, arising out of any alleged or actual infringement of any patent, copyright, trade secret, trademark, trade name, or other Intellectual Property rights of any third party, or other disputes, claims, demands or actions resulting from the posting, uploading, displaying or otherwise any other dealings with the content of the Shopla365 e-Commerce Pages.

3.8    Representations and Warranties

The Shopla365 e-Commerce Merchant represents, warrants and covenants to PARCEL365  that:

(a) it has or will have good title to, and is the sole beneficial owner of the products and goods that are offered in the Services provided on its Shopla365 e-Commerce Page;

(b) it has the unrestricted authority to grant the rights and licenses required or contemplated by this Agreement;

(c) it has all the Intellectual Property Rights and all other relevant rights or licenses that are necessary to market, distribute or sell the Services;

(d) the Services or any part of it will not infringe on the rights of any third party, including but without limitation to, any Intellectual Property Rights, and it is not aware of any claim made by a third party of any alleged or actual infringement which may prejudice the promotion or provision of the Services under this Agreement;

(e) any products or goods that are offered as part of the Services on the Shopla365 e-Commerce Page:

(i) will be of merchantable quality and fit for the purposes intended or advertised;

(ii) will be free from defects in design, materials and workmanship;

(iii) are genuine, unused and not counterfeit products; and

(iv) will comply with any specification and other description provided in relation to the Services marketed or advertised on its Shopla365 e-Commerce Page,

(f) it has obtained any and all consents, approvals, permits, authorisations, exemptions, registrations and waivers from any authority or contracting party, which are necessary or appropriate for the Shopla365 e-Commerce Merchant to carry out its obligations under this Agreement in connection with the Services, which shall also remain a continuing obligation of the Shopla365 e-Commerce Merchant during the Term of this Agreement;

(g) it will amend or correct any content on its Shopla365 e-Commerce Page that PARCEL365 determines at its sole discretion to be inappropriate, unsuitable, or not in compliance with any of the provisions of this Agreement within one (1) Business Day from the date of the written request made; and

(h) comply with any guidelines, policies or standard operating procedures provided by PARCEL365 from time to time, on the use, operation, administration and maintenance of the Shopla365 e-Commerce Page.

4. SUSPENSION OF PARCEL365 PLATFORM

4.1 PARCEl365 may temporarily suspend or make unavailable the Parcel365 Platform and correspondingly, the Shopla365 e-Commerce Pages without prior notice to the Shopla365 e-Commerce Merchant due to any of the following:

(a) any repair or maintenance work performed on the Parcel365 Platform and/or PARCEL365 APPS, including any updates or improvements implemented to them;

(b) any accident, delay, interruption or otherwise failure, of any computers, hardware, networks or telecommunications lines involved in the provision of the Parcel365 Platform and/or PARCEL365 APPS;

(c) suspension, delay or interruption of services of any third party service provider used by PARCEL365  or its licensors in the provision of the Parcel365 Platform and/or PARCEL365 APPS; or

(d) any other reasons that in PARCEL365 ’s reasonable opinion determines, necessitates the suspension or unavailability.

5. SUSPENSION OF MYSERVICES PAGE

5.1 PARCEL365 may suspend or cancel access or use of the Shopla365 e_Commerce Page by the Shopla365 e-Commerce Merchant, in part or in whole, and may take any other necessary and/or appropriate actions at its sole discretion if any of the following occurs:

(a) the Shopla365 e-Commerce Merchant falls within any of the provisions in Clause 10.3;

(b) if PARCEL365 receives complaint(s) by customers made against the Shopla365 e-Commerce Partner with respect to any non-delivery, late delivery or unsatisfactory rendering of the Services in excess of three (3) times within any three (3) month period;

(c) PARCEL365 determines that it is necessary to suspend the Shopla365 e-Commerce Page and Services for the protection of the consumers of the Shopla365 e-Commerce Merchant or users of the Parcel365 Platform or PARCEL365 APPS; or

(d) any other reason at PARCEL365 ’s sole and absolute discretion provided that such determination is made in good faith.

5.2 The suspension or cancellation of the Shopla365 e-Commerce Page by PARCEL365 under this Clause 5.1 shall not absolve the Shopla365 e-Commerce Merchant’s obligation to make the payments of fees to PARCEL365 under Clause 7. The Shopla365 e-Commerce Merchant further acknowledges and agrees that PARCEL365 shall not be liable or responsible for any damages or liabilities that may be suffered or incurred by the Shopla365 e-Commerce Merchant arising from or is caused by the suspension or cancellation of the Shopla365 e-Commerce Page under this Clause 5.1.

6. Intellectual Property

6.1 Ownership

The Shopla365 e-Commerce Merchant acknowledges and agrees that all rights, titles and interest in the Parcel365 Platform and PARCEL365 APPS including all patent rights, proprietary indicia, trademarks, service marks, copyrights, trade names, logos, symbols, brand names (“Marks”), and all other Intellectual Property Rights, shall belong exclusively to PARCEL365 and its licensors. The Shopla365 e-Commerce Merchant shall not redistribute, reproduce, or otherwise commercially exploit in any way, any of the Marks in any form or medium, without the express written consent of PARCEL365 .The Shopla365 e-Commerce Merchant shall not in any way through this Agreement, acquire any title, ownership, right or interest in the Marks, or any Intellectual Property Rights in the Parcel365 Platform and PARCEL365 APPS.

6.2 Shopla365 e-Commerce Merchant Copyrights

The Shopla365 e-Commerce Merchant shall own the copyrights to the content used on its Shopla365 e-Commerce Page, and shall obtain all necessary, approvals and consent, whether written or otherwise, from any relevant or applicable copyright owners before providing any content to PARCEL365 to be used on its Shopla365 e-Commerce Page where the copyright of the same does not belong to the Shopla365 e-Commerce Merchant.

7. Fees for Parcel365 Platform

In consideration of PARCEL365 allowing the Shopla365 e-Commerce Merchant to use the Parcel365 Platform to establish and/or operate the Shopla365 e-Commerce Page for the offer and provision of the Services under this Agreement, the Shopla365 e-Commerce Merchant shall pay to PARCEL365  the agreed fees and charges set forth

8. Customer Data

8.1  The Shopla365 e-Commerce Merchant shall not use, disseminate, or disclose any information (whether personal or otherwise) concerning its Customers, including but not limited to, their names, addresses, telephone numbers, gender, age and/or purchase history  that have been obtained or acquired through their use of the Shopla365 e-Commerce Page, Parcel365 Platform or PARCEL365 APPS (“Customer Data”) for any purpose other than those strictly necessary for the performance of its obligations under this Agreement and in rendering the Services to Customers, which may include other business operations incidental to the provision of Services its Customers, or as may be required by any governmental or public or agency, relevant authority or Court.

8.2  Upon the expiry or termination of this Agreement, the Shopla365 e-Commerce Merchant:

(a) shall cease all use of any Customer Data in its possession or control unless it has obtained the prior written consent or PARCEL365 or the applicable Customer(s); and

(b) shall not extract, remove or otherwise make any copies of any Customer Data in any form or medium, from the Shopla365 e-Commerce Page or Parcel365 Platform.

8.3  The Shopla365 e-Commerce Merchant shall comply with any and all applicable laws and regulations with respect to the privacy and personal information of its Customers, including the provisions of the Personal Data Protection Act 2010 of Malaysia, and the Privacy Policy of Shopla365 e-Commerce available on its website.

8.4  The Parties acknowledge that any accidental or inadvertent disclosure of Customer Data may have a material adverse effect on the reputation or goodwill of the Parcel365 Platform, PARCEL365 APPS and/or SHOPLA365 ’s business. The Shopla365 e-Commerce Merchant agrees, in cognisance of the foregoing, to take any and all necessary measures and precautions to prevent any disclosure of Customer Data in its control or possession, which may include (i) the implementation of a process or system for the proper preservation, retention, maintenance, storage and disposal of Customer Data, (ii) designation of authorised individuals who may have access and use of Customer Data and (iii) appropriate training and education in the handling of Customer Data.

8.5 Notwithstanding anything in this Clause 8, the Shopla365 e-Commerce Merchant agrees to indemnify and hold PARCEL365  and its affiliates, directors, officers, employees, contractors and agents, harmless against any  and all claims, damages or liabilities, including the imposition of any fine or penalty by a governmental agency, arising from the disclosure of Customer Data, whether by accident or inadvertence, by the Shopla365 e-Commerce Merchant.

9.1 Confidentiality Obligations

Each Party acknowledges that the information it receives from the other Party, including all Customer Data, is confidential, proprietary and may be a valuable commercial asset, and agrees not disclose any of it to a third party or use it for its own benefit without the prior written consent of the other Party.  

9.2 The confidentiality obligations in Clause 9 shall not apply to information that:

(a) is generally available to the public without breach of this Agreement or disclosure by a Party;

(b) received by the one Party from the other Party that has been approved for disclosure;

(c) is disclosed to the a Party on a non-confidential basis by a third party without violation of any contractual or legal obligation by such third party or breach of this Agreement; or

(d) required to be disclosed by any law or regulation provided that prior to such disclosure, the Party making the disclosure shall give the other Party prompt advance notice so that the other Party has the opportunity if it so desires to seek a protective order or any other appropriate remedy in response to such disclosure.

10. Term and Termination

10.1 Term

This Agreement shall commence on the Effective Date for the period specified in the Agreement as the Initial Term.

10.2 Renewal and Extension

The Parties shall have the right to renew or extend the Initial Term or any subsequent term of this Agreement upon agreement in writing and signed by authorised representatives of the Parties. The Initial Term and any subsequent term renewals shall collectively be referred to as the “Term” of this Agreement.

10.3 Termination

PARCEL365 shall be entitled to immediately terminate this Agreement at its sole and absolute discretion or to suspend the access and use of the Shopla365 e-Commerce Page upon the occurrence of any one (1) of the following:

(a) any breach of the terms of this Agreement, which is capable of being remedied, is not remedied within ten (10) Business Days from the date of request by LORRY365 ;

(b) a petition for the bankruptcy or winding-up, corporate restructuring, reorganisation or other similar proceedings (and if any of the foregoing is filed against the Shopla365 e-Commerce Merchant, such petition is not removed within thirty (30) days), or where a receiver is appointed or there is an assignment for the benefit of the Shopla365 e-Commerce Merchant’s creditors;

(c) in the event of the dissolution or suspension of the Shopla365 e-Commerce Merchant’s business, or where the Shopla365 e-Commerce Merchant is unable to pay any of its debts when due, or meet any of its financial obligations including the failure to make any payments prescribed under Clause 7 of this Agreement to M2B  for a continuous period of three (3) months;

(d) the imposition of any penalty or fine in whatsoever manner in relation to the Shopla365 e-Commerce Merchant’s business by any governmental body, public authority or official agency, under any applicable law or regulations in Malaysia;

(e) M2B determines, at its sole discretion, that the Services of the Shopla365 e-Commerce Merchant or the conduct in which the Services are rendered, including any marketing and promotion activities carried out, are inappropriate for the Parcel365 Platform; or

(f) if M2B  determines at its sole discretion that there are justifiable reasons to terminate this Agreement with the Shopla365 e-Commerce Merchant.

                   Upon the termination or expiry of this Agreement:

                   (a) the licenses and rights granted by M2B to the shopla365 e-Commerce Merchant under this Agreement shall immediately terminate and M2B                          may suspend the Shopla365 e-Commerce Merchant’s use of the Shopla365 e-Commerce Page and Parcel365 Platform;

                   (b) the Shopla365 e-Commerce Mercahnt shall relinquish ownership of and return to M2B, all confidential information provided to it under this                              Agreement in relation to the access and use of the shopla365 e-Commerce Page and Parcel365 Platform within a reasonable period of time
                       determined by M2B ; and

                   (c) the Shop365 e-Commerce Merchant shall, after thirty (30) days from the termination or expiry of this Agreement, erase, destroy, and render
                        unreadable all Customer Data from its systems that have been acquired through its access and use of the Shopla365 e-Commerce Page   
                       during the Term of this Agreement.

11. Limitation of Liability

IN NO EVENT SHALL M2B  BE LIABLE TO THE MYSERVICES PARTNER OR TO ANY OF ITS AFFILIATES FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL, DAMAGES OR COSTS, (INCLUDING ANY REASONABLE ATTORNEYS’ FEES INCURRED), INCLUDING WITHOUT LIMITATION, ANY LOSS OF USE, DATA INCLUDING ANY CONTENT ON ITS MYSERVICES PAGE, BUSINESS, GOODWILL, REPUTATION, REVENUE, OR PROFITS) (I) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR (II) THE MYSERVICES PARTNER’S USE, ACCESS, OR OPERATION OF THE PARCEL365 PLATFORM, PARCEL365 APPS, AND/OR ANY OTHER RELATED SERVICES TO THEM (WHETHER SUCH RELATED SERVICES ARE PRESENTLY EXISTING OR DEVELOPED AFTER THE EXECUTION OF THIS AGREEMENT), IRRESPECTIVE OF WHETHER ANY SUCH LIABILITY ARISES FROM ANY CLAIM MADE BASED UPON CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY OR PRODUCT LIABILITY. NOTWITHSTANDING THE ABOVE, IN NO EVENT SHALL THE LIABILITY FOR DAMAGES UNDER THIS AGREEMENT OF M2B , ITS AFFILIATES, DIRECTORS, AGENTS AND/OR EMPLOYEES, EXCEED ALL FEES PAID BY THE MYSERVICES PARTNER TO M2B  UNDER THIS AGREEMENT FOR ONE YEAR.

12. Indemnification

                  12.1 The Shopla365 e-Commerce Merchant shall be responsible for any commercial or legal liability that may arise as a result of its exercise of   
                  any of the rights granted under this Agreement including any claims brought against the Shopla365 e-Commerce or M2B , and shall defend,                          indemnify and hold M2B  including its directors, officers, employees, agents and affiliates, harmless from and against any suits, claims,                                  proceedings, judgments, awards, damages, loss and/or liability, arising or incurred by M2B  as a result of:

(a) a dispute between the Shopla365 e-Commerce Merchant and any of its Customers with respect to the Services, including but not limited to (i) any non-delivery or non-provision, (ii) delays in delivery or provision, or (iii) defects or non-satisfactory quality, of the Services in any way whatsoever; a dispute between the Shop365 e-Commerce Merchant and a third party concerning the Shopla365 e-Commerce Merchant’s content on the Shopla365 e-Commerce Page, including but not limited to, the infringement of the third party’s Intellectual Property Rights;

(c) any disputes arising out of the Shopla365 e-Commerce Merchant’s disclosure of any confidential information under this Agreement (including Customer Information);

(d) any breach of any representations, warranties, or covenants made by the Shopla365 e-Commerce Merchant under this Agreement;

(e) any infringement of a third party’s Intellectual Property Rights caused by the Shopla365 e-Commerce Merchant’s content on its Shopla365 e-Commerce Page;

(f) any acts of wilful misconduct or gross negligence by the Shopla365 e-Commerce Merchant, its affiliates, agents or personnel.

The foregoing indemnification provision under this Clause is in addition to, and not derogation of, any statutory, equitable, or common law remedy that M2B  may have for breach of representation, warranty, covenant, or agreement, and for any claims arising out of or is the result, whether directly or indirectly, in whole or in part, from the 365Services Partner’s negligence or misconduct.

13. Disclaimer

The Parties agree that the Shopla365 e-Commerce Page, Parcel365 Platform and PARCEL365 APPS are provided on an “as is” and “as available” basis and without representations, warranties and/or conditions of any kind, whether express or implied, in relation to the Shopla365 e-Commerce Page, Parcel365 Platform and/or PARCEL365 APPS, including but not limited to, the implied warranties or conditions of satisfactory quality, merchantability, fitness for a particular purpose, completeness, use, accuracy, title or non-infringement. M2B does not guarantee that (a) the Shopla365 e-Commerce Page, Parcel365 Platform and the PARCEL365 APPS shall operate error-free, secure or uninterrupted, (b) that any Parcel365 Platform related errors with be corrected, or (c) the Shopla365 e-Commerce Page, Parcel365 Platform and the PARCEL365 APPS will meet the Shopla365 e-Commerce Merchant’s requirements, specifications or expectations. Further, the shopla365 e-commerce Merchant acknowledges and agrees that M2B does not control the transfer of data over communications facilities, including the Internet and mobile networks, and the Shopla365 e-Commerce Page, Parcel365 Platform and/or PARCEL365 APPS may be subject to limitations, delays, interruptions and other problems inherent in the use of such communications facilities. M2B  shall not responsible to the Shopla365 e-Commerce Merchant in any way, for any delays, interruptions, delivery failures or other damage resulting from such problems that are suffered or incurred by the Shopla365 e-Commerce Merchant .

In the event that the products or services were remove by other platforms which is beyond the control of M2B, M2B Shall not be held liable for any recourse and claims, and that Shopla365 e-Commerce Merchant shall indemnify M2B.

14. Notice

14.1 How Notices May Be Given

Any notice, consent, approval, request or demand (each a “Notice”) required to be served under this Agreement must: (a) be in writing; (b) be signed for a Party giving it by an authorised representative of the Party; and (c) may be delivered personally to the contact person designated in this Agreement to whom it is addressed, or left at or sent by prepaid registered post to the person’s address, or faxed to the person, given below:

if to M2B Services Sdn Bhd :

Address: No.12-3, Residensi Park Bukit Jalil, Persiaran Jalil Utama, Bandar Bukit Jalil, 57000 Kuala Lumpur

Email: info@shopla365.com

15. General

15.1 Entire agreement

This Agreement including any annexes, schedules, addendum or exhibits, constitutes the entire agreement and understanding between the Parties with respect to all matters dealt with in this Agreement and supersedes any other agreement, arrangement or understanding (whether written or oral, express or implied) entered into prior to this Agreement with respect to any provision or matter dealt with in this Agreement.

15.2 Variation

M2B reserves the right, at its sole discretion, to amend, alter, modify, vary or supplement this Agreement at any time, without prior notice to the Shopla365 e-Commerce Merchant. M2B  shall promptly notify the Shopla365 e-Commerce Merchant of any variations made to this Agreement and the latter’s continued use of the Parcel365 Platform and Shopla365 e-Commerce Page shall be deemed as an acceptance of the varied terms.

15.3 Approvals

Any approval or consent sought by a Party to this Agreement shall only be effective if communicated in accordance with Clause 14 of this Agreement.

15.4 Waivers

Any approval or consent given by a Party to the other Party requesting it, shall not be deemed to waive or render unnecessary the first Party’s approval or consent for any subsequent similar acts by the other Party. The Parties agree that no failure, omission, or delay on the part of any Party in the exercise of any right under this Agreement shall operate as a waiver of such right. The waiver by either Party of any breach of any provision of this Agreement shall not be deemed to be a waiver of any subsequent breach of the same or any other provisions in this Agreement. Any waivers made by a Party must be in writing and signed by authorised representatives of both Parties.

15.5  Severability

                 The invalidity or unenforceability of any provision of this Agreement under any applicable law or court order shall not affect the validity or       
                 enforceability of the remaining provisions, which shall remain in full force and effect.

15.6 Assignment

             The shopla365 e-Commerce Merchant may not assign any of its rights or obligations under this Agreement without the prior written consent of
             M2B. M2B may assign this Agreement without the consent of the Shopla365 e-Commerce Merchant to an affiliate or a related third party that 
             acquires a substantial portion of the assets or business of M2B.

15.7 Force Majeure

No Party will be liable to the other Party for any loss, damage or liability resulting from any delay or failure to perform all or any part of this Agreement if such delay or failure is caused by a circumstance beyond its reasonable control, including, without limitation, to domain name server issues outside its direct control, labour strikes or shortages, riots, civil commotion, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, political interferences, labour conditions, industrial disputes, earthquakes, communications or power failure, lost or unavailable network connections, failed, incomplete or delayed computer transmissions, material shortages or any other cause. The inability to meet any financial obligation is expressly excluded under this Clause 15.7. A Party upon becoming aware of any event under this Clause 15.7 shall immediately notify the other Party of the particulars giving rise to any delay or non-performance of any obligations under this Agreement, and the Parties shall in good faith take all necessary and appropriate actions to remedy such events.

                   The Parties agree to settle any dispute expediently on an amicable basis and through negotiations in good faith. If any dispute remains  \                               unresolved after a period of sixty (60) days of such dispute, then either Party may seek legal recourse and/or seek to enforce their rights and
                   remedies in the Courts of Malaysia.

Prohibited Matters 

The Shopla365 Merchant Partner shall not offer for sale any goods or render any services that are deemed to be Prohibit Products under this including:

(1) are prohibited to be sold by under the laws or regulations of Malaysia;

(2) may infringe upon the rights of a third party in any manner, including the sale of any counterfeit items; or

(3) is deemed to be improper to sell to customers using the SHOPLA365 web including but not limited to:-

(a) stolen goods and products including digital and virtual goods and services;

(b) narcotics, steroids, poppy seeds, certain controlled substances or other products that present a risk to consumer safety;

(c) prescription drugs, psychotropic drugs and veterinary products and drugs;

(d) unauthorised medical devices;

(e) military ordnance, ammunition, firearms, or any related parts or accessories;

(f) artefacts, cultural relics, historical grave markers, gold, silver, other precious metals (not including jewellery and watches), rare animals and related items that are protected under the laws of any country and jurisdiction;

(g) air guns, BB guns, paintball guns, spear guns, stun guns, harpoons or any other weapons that may discharge a projectile containing any chemicals, gas or explosive substances;

(h)  certain weapons or knives regulated under any applicable law;

(i) tobacco products including but not limited to cigars, cigarettes, pipe tobacco, hookah tobacco, cigarette tobacco, chewing tobacco and tobacco leaf;

(j) nicotine or liquids for use in electronic cigarettes;

(k)certain sexually oriented materials or services including sexual enhancement foods or supplements;

(l) government uniforms or articles of clothing that are similar to government uniforms;

(m) hazardous or dangerous materials or products containing harmful substances;

(n) any human, human body or any human body part including but not limited to organs, bone, blood, skull, skeletons, eggs and sperm;

(o) any animal, animal body or any animal body part including but not limited to organs, bone, blood, skull, skeletons, eggs and sperm (excluding fashion products made from selected animal skin);

(p) products that are considered obscene, pornographic materials, sexual and adult toys, food items in the shape of genitalia, and items depicting inter alia exploitation of minors, rape sex, incest and bestiality;

(q) official law enforcement equipment including badges issued by government, and law enforcement officers excluding authorised general souvenir items;

(r) software and other tools designed or used to send unsolicited commercial email or “spam”;

(s) counterfeit, non-licensed replicas or unauthorised products;

(t) products that can be used to gain unauthorised access to television programming, telephone, internet access, data or other protected, restricted or premium services;

(u) products designed to intentionally block, interfere with or jam authorised radio communications, global positioning systems, wireless networking services and police radar;

(v) spy equipment designed for interception of oral, wire and electronic communications;

(w) pirated, duplicated or backup copies of video games, music albums, movies, photographs, software programs, television programmes and other protected works; and

(x) any other goods or services which SHOPLA365 may deem at its sole discretion to be improper.