Terms of Use - WiseSpend Mall

INTRODUCTION

The Terms and Conditions (“Terms and Conditions”) of this agreement (“the Agreement”) govern the relationship between PROP BUDDIES SDN BHD (Company No. 202201018447 (1464144-T)). or its affiliates within Malaysia or otherwise (“we” or “our” or “us” or “the Company”), the registered seller (“Seller”) and the User (“you”, “your” and Third-Party Customer”) and your use of any of the services, functions or features provided by the Company, either itself or through its affiliates via the mobile application, Wise Spend Mall (WSM) designed by the Company (“the Platform”).

The Platform is offered to you conditioned upon your acceptance without modification of any/all the terms, conditions, policies, privacy policy and notices set forth below. By using the Platform, you acknowledge and agree that you have read, understood, and agree to be bound by the Agreement appearing herein under. If you do not agree to these Terms and Conditions of use, you shall not use this Platform. The Platform reservesthe right, to change, modify, add, or remove portions of these Terms and Conditions of use at any time. Changes will be effective when posted on the Platform with no other notice provided. Please check these Terms and Conditions of use regularly for updates. Your continued use of the Platform following the posting of changesto these Terms and Conditions of use constitutes your acceptance of those changes.

We provide an e-commerce platform through which you may purchase products and/or services (“the Product”) listed on the Platform and the Seller may manage, accept, conclude, and fulfil orders made for the sale and purchase of the Products. We merely act as facilitator for any contract concluded between you and the Seller and the contracting parties shall deliberately exclude the Company from all liabilities arising from any breach of contract, either from tort or contract, or from any civil or criminal offences.

We grant you a non-transferable and revocable license to use and/or access to the Platform, under the Terms and Conditions described. Commercial use or use on behalf of any third party is prohibited, except as explicitly permitted by us in advance. Any breach of these Terms and Conditions shall result in the immediate revocation of the license granted in this paragraph without notice to you.

Content provided on this Platform is solely for informational purposes. Product representations expressed on this Platform are those of the Seller and are not made by us. Submissions or opinions expressed on this Platform are those of the individual posting such content and may not reflect our opinions.

Certain services and related features that may be made available on the Platform may require registration or subscription. Should you choose to register or subscribe for any such services or related features, you agree to provide accurate and current information about yourself, and to promptly update such information if there are any changes. Every user of the Platform issolely responsible for keeping passwords and other account identifierssafe and secure. The account owner is entirely responsible for all activitiesthat occur undersuch password or account. Furthermore, you must notify us of any unauthorised use of your password or account. The Platform shall not be responsible or liable, directly, or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with, your failure to comply with this section.

USE OF THE PLATFORM

Account Registration

(a) To fully access, experience or to use the Platform, you are required to register an account by providing, among others, your real name, documents proving your identity, corresponding email address, and / or other personal information as required by us and following the instructions on the relevant page in order to become our User (“the Registration Information”).

(b) We reserve the right to seek more personal information or personal details from you at any time for the purpose of the usage of the Platform.

(c) You acknowledge and understand that you shall provide us with accurate, complete, and updated Registration Information. In the event of any updates of the personal data, you shall take steps to notify us for such update. Failure to do so shall constitute to a breach of the terms and condition of this Agreement, which may result in immediate termination of this Agreement by us at our discretion and we shall not be made legally responsible for these account.

(d) You understand that all Registration Information including images, pictures, data, text, photographs, graphics, lists, video, messages, or other materials stored or uploaded in Platform by you or by any party authorized by you (“the Authorized Party”) is the exclusive work and property from whom such upload content is originated.

(e) We do not claim any ownership of any Registration Information you upload. You shall retain copyright and any other rights you already hold in such content which you or the Authorized Party submit, post, upload or display on or through the Platform. When you or the Authorized Party submit, post, upload or display content, you shall give a perpetual, irrevocable, worldwide, royalty-free, and non exclusive license (and sub-licensable) to archive the content in accordance with or as reasonably contemplated by this Agreement.

(f) We reserve the right to remove any upload posted by you or Authorized Party without serving a notice to you.

(g) We reserve the right to send you notice to make enquiry and demand corrections on relevant information or refuse registration of, or cancel an account at our discretion.

(h) You shall be solely responsible for maintaining the confidentiality of your username and password and you shall be responsible for all activities under your log-in email.

(i) The account is personal to you and shall not be shared with third parties or transferred to third parties without notifying us and obtain consent from us.

(j) We reserve the right to approve or reject your registration of account and in the event your registration of account is rejected, we are not bound to provide the cause of such rejection and we will not entertain any appeal whatsoever from you.

General Guidelines
a) The use of the Platform is subject to our general guidelines: -

You shall be at least 18 years old while accessing, experiencing or to using the Platform. If you are below 18 years old (“a minor”), you must obtain permission from your parent(s) or legal guardian(s) to open an account on the Platform. The parent(s) or legal guardian(s) must accept and comply with this Agreement on the minor behalf and shall be made liable for all the consequences resulted therefrom and shall deliberately indemnify us from any damages and losses caused therefrom. We reserve our rights to request which you shall then provide to us immediately upon our request, a letter of consent cum undertaking to indemnify duly acknowledged and executed by your parent(s) or legal guardian(s) at any time prior or after the registration of your account.
You shall comply with all the laws, regulations, rules, policies and guidelines as well as this Agreement and any further guidelines that may be issued by us from time to time;
You shall not be in violation of public interests, public ethnics or other’s legitimate interests and shall not commit any act which may constitute evasion of payable taxes or fees;
You shall not be libelous, defamatory, indecent, vulgar or obscene, pornographic, sexually explicit or sexually suggestive, racially, culturally, or ethnically offensive, harmful, harassing, intimidating, threatening, hateful, objectionable, discriminatory, or abusive, or which may or may appear to impersonate anyone else;
You shall not affect us adversely or reflect negatively on us, the Platform, our goodwill, name or reputation or cause duress, distress or discomfort to us or anyone else, or discourage any person from using all or any portion, features or functions of the Platform;
You shall not violate any laws, regulations, judicial or governmental order, any treaties or violate or infringe upon any intellectual property rights, rights of publicity or privacy, or any other rights of ours or of any other person;
You shall not gain unauthorized access to the Platform, other User’s accounts, names, passwords, personally identifiable information or other computers, websites or pages, connected or linked to the Platform or to use the Platform in any manner which violates or is inconsistent with any terms and conditions of this Agreement;
You shall not modify, disrupt, impair, alter or interfere with the use, features, functions, operation or maintenance of the Platform or the rights or use and enjoyment of the Platform by any other person;
You shall not collect, obtain, compile, gather, transmit, reproduce, delete, revise, view or display any material or information, whether personally identifiable or not, posted by or concerning any other person, in connection with their or your use of the Platform, unless you have obtained the express, prior permission of such other person to do so;
You shall not post or provide false, inaccurate, misrepresenting, misleading, incomplete, defamatory or libelous content; • You shall not take any action that may undermine any ratings system that we may use;
You shall not transfer your account and User identification to another party without notifying us and obtain consent from us; • You shall not copy, modify, or distribute:

➢ content of the Platform or

➢ any of our copyright or trademarks;

You shall not harvest or otherwise collect information about other User, including telephone number, and email addresses, without our consent.
Under no circumstances that we will be liable to any errors, fraudulent act, or omissions of User for damage of any kind incurred as a result of the use the Platform.
You must take your own precautions to ensure that the process that you employ for accessing the Platform does not expose you to the risk of viruses, malicious computer code or other forms of interference which may damage your own computer system.
You agree that Seller may at its discretion, vary the Product either by making such changes in the design production or packaging of the Product as Seller shall think fit or by the withdrawal of Products which Seller proposes to withdraw from its product range or by the addition to the Product.
You agree that the Company may at its discretion, launch any event, promotion, or campaign from time to time. The final price of the Product may be adjusted accordingly subject to the terms and conditions of such event, promotion, or campaign.
You agree to adhere to our guidelines and if you fail to do so, we reserve our right to suspend or terminate your account without further notice and we shall not be held liable under any circumstances in the event you breached any clause in this Agreement.
We reserve our rights to change, improvise or amend our guidelines from time to time.

User Submissions

Anything that you submit to the Platform and/or provide to us, including but not limited to, questions, reviews, comments, and suggestions(collectively, "Submissions") will become oursole and exclusive property and shall not be returned to you. In addition to the rights applicable to any Submission, when you post comments or reviews to the Platform, you also grant us the right to use the name that you submit, in connection with such review, comment, or other content. You shall not use a false e-mail address, pretend to be someone other than yourself or otherwise mislead us or third parties as to the origin of any Submissions. We may, but shall not be obligated to, remove, or edit any Submissions.

BASIS OFTHE CONTRACT

The supply of the Products by Seller to the Third-party Customer under any sale and purchase of the Products (“Contract”) shall be subjected to these Terms and Conditions which shall govern the contract to the exclusion of any other terms and conditions contained or referred to in any documentation submitted by you or in correspondence or elsewhere or implied by trade custom practice or course of dealing.

Any information made available in the Platform in connection with the supply of Products, including photographs, drawings, data about the extent of the delivery, appearance, performance, dimensions, weight, consumption of operating materials, operating costs, are not binding and for information purposes only. In entering into the Contract, the Third-party Customer acknowledges that it does not rely on and waives any claim based on any such representations or information notso confirmed.

No variation to these Conditions shall be binding unless agreed in writing between the authorized representatives of the Third-party Customer and/or Seller and the Company.

Any typographical, clerical, or other error or omission in any quotation, invoice or other document or information issued by the Company via the Platform shall be subject to correction without any liability on the part of the Company.

The Company may provide Third-party Customer and Seller with electronic documents such as tax invoice, receipt, credit note, debit note, or any other document.

ORDER ACCEPTANCEAND PRICING

Please note that there are cases when an order cannot be processed for various reasons. The Platform reserves the right to refuse or cancel any order for any reason at any given time. Youmay be asked to provide additional verifications or information, including but not limited to phone number and address, before we accept the order. The price may include the cost of packaging, handling, delivery and deployment charges, any applicable goods and services tax, value added tax or similar tax.

We are determined to provide the most accurate pricing information on the Platform to our Users. However, errors may still occur, such as cases when the price of an item is not displayed correctly on the Platform. As such, we reserve the right to refuse or cancel any order. In the event that an item is mispriced or with incorrect information due to typographical error, we may, at our own discretion, either contact you for instructions or cancel your order and notify you of such cancellation. We shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card or bank account charged. If the payment has been made and your order is cancelled, any refund of the amount of the payment made by you shall be refunded by the Seller directly to your account within Seven (7) working days from the date of order is cancelled

TERMS OF PAYMENT

You shall be entitled to make payment for the Products pursuant to the various payment methods provided by the Platform. The terms and conditions applicable to each type of payment, as contained in the Platform, shall be applicable to the Contract.

In addition to any additional terms contained in the Platform, the following termsshall also apply to the following types of payment: (a) CreditCard

Credit Card payment option is available for all Third-party Customer. The Platform accepts all Visa and Mastercard credit cards, and is 3D Secure (Verified by Visa, and MasterCard Secure) enabled. All your credit card information is protected by means of industry-leading encryption standards.

Please take note that additional charges may be incurred if you are using a non-Malaysian issued card due to Foreign Exchange. (b) DebitCards

The Platform accepts all Malaysian Visa and MasterCard debit cards were subject to bank availability. All debit card information is protected by means of industry-leading encryption standards.

You may make payment to a third party, such as TNG, Shopee Pay, Boost etc. through our Platform. You acknowledge and agree that it is your sole responsibility to ensure that all your payment instructions are correct, complete and accurate in every respect and you understand that is required to process your payment instructions. The payment instructions provided by you will be treated as final and we will not be required to verify the payment instructions with you.

The Platform accepts payment by Wallets. The transaction must be payable in Ringgit Malaysia. The Company, in its sole discretion, may refuse this payment option service to anyone or any user without notice for any reason at any time.

DELIVERY/PERFORMANCE

Delivery, handling, and deployment of the Products and all aspects ofit, including schedule and status updatesshall be at the sole discretion and responsibility of the Seller.

The Platform does not provide logistics or any form of delivery arrangement and services on behalf of Sellers at this point of time. RISK AND PROPERTY OF THEPRODUCTS

Risk of damage to or loss of the Products shall pass to the Seller, and is at their sole responsibility as the Platform does not partake in any part of its delivery to you.

TRADEMARKSANDCOPYRIGHTS

AllIntellectual PropertyRights (as defined below), whetherregistered or unregistered, in the Platform, information content on the Platform and all the Platform design, including, but not limited to, text, graphics, software, photos, video, music,sound, and theirselection and arrangement, and all software compilations,

underlying source code and software shall remain our property. The entire contents of the Platform also are protected by copyright as a collective work under Malaysia copyright laws and international conventions. All rights are reserved.

As such the Platform reserves the full rights to desist and prevent usage of trademarked and / or copyrighted content materials including, but not limited to, text, graphics,software, photos, video, music, and sound uploaded by third party,suppliers and merchants operating on the Platform.

“Intellectual Property Rights” means any and all tights existing from time to time under patent law, copyright law, trade secret law, trademark law, non competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide.

APPLICABLELAWANDJURISDICTION

These Terms and Conditions shall be interpreted and governed by the laws in force in Malaysia. Subject to the Arbitration section below, each party hereby agrees to submit to the jurisdiction of the courts of Government of Malaysia to waive any objections based upon venue.

ARBITRATION

Any controversy, claim or dispute arising out of or relating to these Terms and Conditions will be referred to and finally settled by private and confidential binding arbitration before a single arbitrator held in Malaysia in English and governed by Malaysian law.The arbitratorshall be a person who islegally trained and who has experience in the information technology field in Malaysia and is independent of either party. Notwithstanding the foregoing, the Platform reserves the right to pursue the protection of intellectual property rights and confidential information through injunctive or other equitable relief through the courts.

TERMINATION

In addition to any other legal or equitable remedies, we may, without prior notice to you, immediately terminate the Terms and Conditions or revoke any or all of your rights granted under the Terms and Conditions. Upon any termination of this Agreement, you shall immediately cease all access to, and use of the Platform and we shall, in addition to any other legal or equitable remedies, immediately revoke all password(s) and account identification issued to you and deny your access to and use of this Platform in whole or in part. Any termination of this agreement shall not affect the respective rights and obligations (including without limitation, payment obligations) of the parties arising before the date of termination. You furthermore agree that the Platform shall not be liable to you or to any other person as a result of any such suspension or termination. If you are dissatisfied with the Platform or with any terms, conditions, rules, policies, guidelines, or practices of the Company, in operating the Platform, yoursole and exclusive remedy isto discontinue using the Platform.

WARRANTIESANDREMEDIES

Warranty (if any) concerning the Products may be given, subject to and is sole responsibility of each individual Seller and the product or service in topic. The Platform does not give or issue any forms of warranty to goods, products and materials sold or services provided, on behalf of the Seller. RETURNSANDREFUNDS

Return and refund requests for Products sold are at sole discretion of Seller and subject to their own Terms and Conditions. The Company does not process, accept, or reject any return and refund requests on behalf of Seller.

POSSIBLE TECHNICAL PROBLEM

The Company may block, suspend, delete, or cancel the Seller’s account if our computer system is damaged or interfered with any uncontrollable factors including but not limited to computer virus, corrupted data, and malfunctions.

To the extent permitted under the law, we shall not be liable or responsible for any loss, damage (whether special or consequential), embarrassment, goodwill, expenses or loss of profit incurred or suffered by the Seller pursuant to any failure, delays in transmission, interruption, errors, omission or breakdown of any equipment, system, server software or terminal of the Company.

FORCE MAJEURE

The Company and/or the Platform shall not be liable to you or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of the Platform’s obligations if the delay or failure was due to any cause beyond the Platform’s reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond the Platform’sreasonable control:

➢ Act of God, explosion, flood, tempest, fire, or accident;

➢ war or threat of war, sabotage, insurrection, civil disturbance, or requisition;

➢ acts of restrictions, regulations, byelaws, prohibitions, or measures of any kind on the part of any governmental parliamentary or local authority; ➢ import or export regulations or embargoes;

➢ interruption of traffic,strikes, lockouts, other industrial actions, or trade disputes(whether involving employees of the Company or of a third party); ➢ interruption of production or operation, difficultiesin obtaining raw materialslabour fuel parts or machinery;

➢ power failure or breakdown in machinery.

Upon the happening of any one of the events set out herein above, the Company may at its option: -

➢ fully or partially suspend delivery/performance while such event or circumstances continues; or

➢ terminate any Contract so affected with immediate effect by written notice to you and the Company shall not be liable for any loss or damage suffered by the Buyer as a result thereof.

DISCLAIMER

The Product and services are provided “as is” and “as available”. To the extent permitted under the applicable law, we disclaim all representations and warranties, express, implied, or statutory, not expressly set out in these terms, including the implied warranties of merchantability, fitness for a particular purpose and non infringement.

Some Product may have an associated image or photo. All images, photos and specifications shown are for illustration purpose only. Actual product may vary due to product enhancement.

You acknowledge that all information herein is not intended to diagnose, treat, cure nor substitute or replace the advice of a qualified medical professional. All tests are conducted on a closed trial sampling and different people may experience different reactions and benefits.

You should always consult an appropriate independent professional doctor or medical officer or specialist for specific advice tailored to your health, well-being, circumstances, requirement or needs.

You acknowledge that any instructions, confirmation and/or communication sent from your device shall be deemed to have been sent and/or issued by you irrespective of whether such instructions, confirmation and/or were actually sent by you or not. You shall be personally liable and responsible for the use of your Account including but not limited to all transactions undertaken and/or transacted using the account irrespective of whether the transactions are undertaken and /or transacted by you.

You acknowledge and agree that it is your responsibility to perform your own due diligence, seek professional advice, access the risk of the transaction made through the Platform.

We strive to ensure that the technology and information on the Platform is accurate, effective reliable and up to date but do not represent or warrant that: - i. the access to the Platform or any part of it, will be uninterrupted, reliable or fault-free; and

the accuracy, completeness, and reliability of the contents that uploaded by us or the other User as reflected in the Platform.

If you have a dispute with one or more Third-party Customer or Seller, you shall release us (and our officers, directors, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. Nevertheless, you may inform us of such dispute for our records, but we are not responsible to resolve or arbitrate or mediate such dispute.

You shall be responsible for keeping an independent backup of all data stored or generated. You are also responsible for maintaining accurate data. However, in the event that your records do not correspond with our records, our record shall prevail.

You agree that the entire risk arising out of your use of the services, and any service or good requested in connection therewith, remains solely with you, to the maximum extent permitted under applicable law.

MARKETING AND NOTIFICATION

The Platform may display third party advertisements and promotions. A display of third-party advertising does not imply an endorsement or recommendation by the Company. By accepting this Terms and Conditions, you hereby explicitly consent and agree for us to send you information containing third party advertisements and promotions related to our Services and services of our affiliates and partners from time to time. As consideration for access and use of the Platform, you agree that we may place third party advertising on the Platform at our sole discretion. You agree that we may change the manner, mode and extent of third-party advertising on the Platform without further notice.

SEVERABILITY

This Agreement shall, so far as possible, be interpreted and construed so as not to be invalid, illegal or unenforceable, in any respect, but if a provision, on its true interpretation or construction is held to be illegal, invalid or unenforceable: -

a) That term and condition shall, so far as possible, be read down to the extent that it may be necessary to ensure that it is not illegal, invalid or unenforceable and as may be reasonable in all the circumstances so as to give it a valid operation; or
b) If the term and condition or part of it cannot effectively be read down, that provision or part of it shall be deemed to be void and severable and the remaining provisions of this Agreement shall not in any way be affected or impaired and shall continue notwithstanding that illegality, invalidity or unenforceability.

MISCELLANEOUS

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

Any notice, request or demand required or permitted under this Agreement shall be deemed given when actually delivered or one (1) day after the date sent if sent via overnight courier addressed to such party at such party’s address stated in this Terms and Conditions or such other address as is specified from time to time by either party in writing. In the case of a notice or request sent by electronic communication, be deemed to have been received within twenty-four (24) hours after the time of sending the notice or request.

The Headings used in this Agreement are solely for convenience of reference, are not part of this Agreement, and are not to be considered in construing or interpreting this Agreement.

Only a written instrument executed by the party waiving compliance may waive a provision of this Agreement. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement shall not operate as a waiver of such provision or any other provision.

Dated: 4th September 2023

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