Your Community JaGaApp | Terms Of Service
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Terms Of Service

JaGaApp Terms and Conditions

(updated on 14th May 2019)
TERMS AND CONDITIONS

1. JaGaApp Platform

1.1 JaGaApp Community Platform
Subject to the terms and conditions of this Agreement, RISB hereby grants the Committee the right to use the JaGaApp Platform to establish a private residential community platform at the Property for all residents or related persons residing or domiciled at the Property who have downloaded the JaGaApp, including any software or application (whether such software or application is designed to be accessed via mobile devices, the Internet or by other means) that is provided or offered by RISB as part of the JaGaApp Platform (each an “End User”).

 

1.2 End User License Agreement
Each End User must agree to and accept the End User License Agreement (“EULA”) of the JaGaApp, which will be shown to the End User on his or her mobile device before he or she is allowed to use and access the application and JaGaApp Platform.

 

1.3 No Obligation to Verify
RISB shall have no obligation and/or responsibility to verify, confirm or inspect any information provided by the Committee to RISB pursuant to this Agreement, if any, for the use of the JaGaApp Platform, whether in form or substance. The Committee shall be responsible for ensuring that all information provided to RISB under this Agreement for the setup of the JaGaApp Platform at the Property is complete, accurate, not misleading and up-to-date as of the Effective Date.

 

1.4 Acceptable Use
RISB may with seven (7) days’ notice in its sole discretion and pending its investigation, temporarily suspend the Committee’s use of the JaGaApp Platform due to any misuse of the JaGaApp Platform by the Committee or its affiliates and/or agents, including but not limited to, any security company employed at the Property (including its employees, officers, subcontractors and/or agents), or End Users. Examples of possible misuse includes, but is not limited to, the following:

 

(a) intentional tampering of and/or damage caused to any JaGaApp Guard Device deployed or made available at the Property;

(b) intentional and/or unnecessary activation of the emergency assist function by an End User in excess of the allocated monthly emergency activation limit, which may compromise the security at the Property by depriving other End Users with genuine and legitimate emergencies from using the emergency assist; and attempting to reverse engineer, decompile, disassemble, or otherwise derive or discover the source code, algorithms, processes, know-how, or other information of the JaGaApp Platform or any portion of it, including the disassembly or attempted disassembly of a JaGaApp Guard Device to inspect its circuitry, technical specifications and layout, and other related technical information.

 

1.5 RISB Responsibilities

RISB shall use commercially reasonable efforts to provide the Committee with access and availability of the JaGaApp Platform including the following:

 

(a) to supply, deliver, install, test and commission the JaGaApp Platform comprising the relevant JaGaApp Guard Devices at the Property;.

(b) to provide comprehensive and adequate on-site training for the residents of the Property, Committee and security guards, as the case may be, together with the necessary written operational manuals;

(c) to promptly notify the Committee and all End Users of any planned or unscheduled downtime which may include updates, improvements and emergency maintenance performed on the JaGaApp Platform.

 

For the avoidance of doubt and subject to Clause 10.7, RISB shall not be responsible for any unavailability or inaccessibility of the JaGaApp Platform at the Property that may arises from or caused by circumstances beyond RISB’s control including any of the following:

(i) interruption or failure of the Internet or other means of data transmission over telecommunication facilities or network,  and/or

(ii) third party service providers, used to render the JaGaApp Platform.

 

1.6 Committee Responsibilities

The Committee agrees to perform the following obligations with respect to the use of the JaGaApp Platform at the Property:

 

(a) ensure that the JaGaApp Guard Devices provided to the Committee for its use at the Property remain sufficiently powered/charged and in good working condition at all times to enable the security guards to respond promptly to activations of the emergency assist by End Users;

(b) ensure that the security company employed at the Property has and maintains a valid license from the Ministry of Home Affairs under the Private Agency Act 1971.

 

The Committee acknowledges and agrees that RISB shall not be responsible or liable for any losses, damages or liabilities that may arise from or is caused by (i) any failure or delay of the security guards at the Property to respond to an emergency situation at the Property including activations of the emergency assist by End Users; and (ii) any violation or contravention of this Clause 1.6 by the Committee.

 

2. Privacy Policy

2.1 JaGaApp Privacy Policy

RISB protects the personal information of the Committee and all End Users of the JaGaApp Platform by strictly complying with the Personal Data Protection Act 2010, the primary legislation concerning the protection of personal data in Malaysia. Our privacy policy statement which can be found at http://jagaapp.com/privacy-policy/, documents how RISB collects personal data, if any, as well as the measures and precautions in place to ensure the privacy and security of such information.

 

3. Fees for JaGaApp Platform

In consideration of RISB allowing the Committee to set up and use the JaGaApp Platform at the Property, the Committee shall pay to RISB the agreed fees and charges detailed in Schedule 1 of this Agreement.

 

4. Confidentiality

4.1  Confidentiality Obligations   

Each Party acknowledges that the information it receives from the other Party is confidential, proprietary and may be a valuable commercial asset.

 

4.2 Non-Use of Confidential Information

Both Parties agree to keep the above-mentioned information and data that they receive from the other Party in strict confidence and to not disclose any of it to a third party or use it for its own benefit without the prior consent of the other Party in writing. RISB may only disclose such confidential information or data to its employees, agents or affiliates, who require the information to enable RISB to fulfil its contractual obligations to the Committee under this Agreement.

 

5. Committee Data

5.1 Data Privacy

The Parties agree to comply with all applicable laws and regulations concerning the protection of personal data including the provisions of the Personal Data Protection Act 2010 of Malaysia.

 

5.2 Committee Data

During the subsistence of this Agreement, RISB shall be permitted to use any data provided by the Committee pursuant to this Agreement for the purposes of rendering the JaGaApp Platform and/or JaGaApp (“Committee Data”) to the Committee and End Users at the Property.

 

5.3 Analytics of JaGaApp Platform

RISB shall have the right to collect and analyse data and other information relating to the provision, use and performance of the JaGaApp Platform by the Committee and/or End Users for analytics and internal business development purposes. RISB reserves the right during the Term of this Agreement:

 

(a) to use such information and data to improve and enhance the JaGaApp Platform and/or JaGaApp and for further development, diagnostic and corrective purposes in connection with the JaGaApp Platform and/or JaGaApp; and/or

(b) to disclose such data and information solely in an aggregated and/or de-identified form in connection with its business but subject to the consent of the Committee.

 

For the avoidance of doubt, all analytics and related use of data under this Clause 5.3 will only be performed using de-identified data, which will not be able to identify any specific individual person or entity.


5.4 License by Committee

The Committee hereby grants to RISB, a non-exclusive, non-transferable and non-sublicensable right and license to use, copy, transmit, modify and display the Committee Data solely for the Committee and End User’s use of the JaGaApp Platform at the Property, for example, to display the contact information of Committee members for the convenience of End Users. RISB shall not use the Committee Data except to perform its obligations under this Agreement.

 

6. Term and Termination

6.1 Term

This Agreement shall commence on the Effective Date for the period specified in the Agreement as the Initial Term, and will automatically renew for additional twelve (12) month periods unless either Party gives the other written notice of termination at least ninety (90) days prior to the expiration of the current Term.


6.2 Termination

Each Party shall have the right to immediately terminate this Agreement:

(a) upon mutual agreement of the Parties in writing;

(b) upon Notice to the other Party specifying a breach of a material term of this Agreement by the other Party and where such breach shall continue for a period of ninety (90) days after the receipt of such Notice;

(c) if the other Party is unable to perform any of its obligations under this Agreement after giving the other Party prior notification of such non-performance;

(d) if the other Party ceases or threatens to cease carrying on its business or its operations;

(e) if the other Party, its creditors or any other eligible party files for its liquidation, bankruptcy, reorganization, composition, or dissolution;

(f) if the other Party is unable to pay any kind of debt or meet any financial obligation as it becomes due; or

(g) if that Party, being RISB, reasonably apprehends or anticipates that any event in this Clause 6.2 is about to occur in relation to the Committee after giving reasonable notification to the Committee.

 

6.3 Effect of Termination

Upon the termination or expiry of this Agreement:

(a) the rights granted by RISB to the Committee under this Agreement shall immediately terminate and RISB may suspend the Committee’s use of the JaGaApp Platform at the Property and/or End Users’ use of JaGaApp;

(b) RISB shall relinquish ownership of and return to the Committee, all Committee Data provided to RISB in relation to the use of the JaGaApp Platform to the Committee within a reasonable period of time. RISB shall only be obligated to return personal data collected to the Committee. RISB has provided an export function within the JaGaApp Platform for the Committee to access and export all other non-personal data and information if it wishes to retrieve such information; and

(c) RISB shall, after thirty (30) days from the termination of this Agreement, erase, destroy, and render unreadable all Committee Data from its systems and the JaGaApp Platform.

For the avoidance of doubt, any obligation that is intended to have effect after termination of this Agreement shall so continue.

 

7. Limitation of Liability

IN NO EVENT SHALL RISB, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS AND/OR AGENTS, BE LIABLE TO THE COMMITTEE OR TO ANY OF ITS AFFILIATES, FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION TO, ANY LOSS OF USE, DATA, BUSINESS, GOODWILL, REPUTATION, REVENUE, OR PROFITS) ARISING OUT OF OR IN ANY WAY RELATED WITH THIS AGREEMENT, OR THE USE, OPERATION OR PERFORMANCE OF THE JAGAAPP PLATFORM BY THE COMMITTEE IN ANY WAY WHATSOEVER (WHETHER SUCH RELATED SERVICES ARE PRESENTLY EXISTING OR DEVELOPED AFTER THE EXECUTION OF THIS AGREEMENT), WHETHER SUCH DAMAGES OR LIABILITIES ARISE FROM ANY CLAIM MADE BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE). NOTWITHSTANDING THE ABOVE, IN NO EVENT SHALL THE LIABLITY FOR DAMAGES UNDER THIS AGREEMENT OF RISB, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS AND/OR AGENTS, EXCEED ALL FEES AND COSTS PAID BY THE COMMITTEE TO RISB UNDER THIS AGREEMENT FOR (1) ONE YEAR.

 

8. Indemnification by Committee

The Parties acknowledge and agree that RISB shall not be responsible for any commercial or legal liability that may arise as a result of the Committee’s use of the JaGaApp Platform at the Property, and shall defend, indemnify and hold RISB, its affiliates, directors, officers, employees, contractors and/or agents, harmless from and against any suits, claims, proceedings, judgments, awards, damages, losses and/or liabilities, that are incurred or suffered by RISB, its affiliates, directors, officers, employees, contractors and/or agents from such use by the Committee, as the case may be, unless such liability, losses and/or damages are caused by the negligence and wilful misconduct of RISB.

 

9. Notice

9.1 How Notices May Be Given

Any notice, consent, approval, request or demand (each a “Notice”) permitted or required 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/emailed to the person, given below:

if to RISB:

Address: Unit 606, Block G, Pusat Dagangan Phileo Damansara 1,
Jalan 16/11, Seksyen 16, 46350 Petaling Jaya, Selangor, Malaysia.

Fax: +603 7931 9955

Email: hello@jagaapp.com

 

10. General

10.1 Entire agreement

This Agreement including any annexes, schedules, addendums 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, or express or implied) entered into prior to this Agreement with respect to any provision or matter dealt with in this Agreement.

 

10.2 Variation

The Parties may not amend, alter, modify, vary or supplement this Agreement, except with the express approval of both Parties in writing and signed by an authorised representative of each Party.

 

10.3 Approvals

Any approval or consent sought by a Party to this Agreement shall only be effective if communicated in accordance with Section 9 of this Agreement, and such 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.

 

10.4 Waivers

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.

 

10.5 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.

 

10.6 Assignment

Neither Party may assign any of its rights or obligations under this Agreement without the prior written consent of the other Party in writing. Any attempted assignment to the contrary shall be rendered void. RISB may assign this Agreement without the consent of the Committee to an affiliate or a related third party that acquires a substantial portion of the assets or business of RISB.

 

10.7 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, 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 related cause. The inability to meet any financial obligation is expressly excluded under this Clause 10.7.

 

10.8 Dispute Resolution

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.


10.9 Governing Law

Subject to the provisions of Clause 10.08, this Agreement shall be governed by and construed in accordance with the laws of Malaysia.

 

11. Representation and Warranties

Each Party represents, warrants and covenants to the other Party that:

(a) Authority

it has the full right, power and authority, whether corporate, pursuant to any applicable law or otherwise, to execute, deliver and perform this Agreement, and to consummate any transaction contemplated in it;

 

(b) Rights

it owns or controls the necessary rights in order to make the grants of rights, licenses and permissions under this Agreement, and that the exercise of such rights shall not infringe on the rights of any third party;

 

(c) Interferences

it shall not act in any manner which conflicts or interferes with any existing commitment or obligation, and that no agreement previously entered into by such Party will interfere with its performance of its obligations under this Agreement; and

 

(d) Compliance with Laws

it shall perform its obligations under this Agreement in compliance with all applicable laws, rules and regulations.

 

12. Disclaimer

The Parties agree that the JaGaApp Platform is provided on an “as is” and “as available” basis and without representations, warranties and/or conditions of any kind in relation to the JaGaApp Platform. Although RISB uses commercially reasonable efforts to provide the Committee with availability and accessibility of the JaGaApp Platform, RISB does not guarantee that (a) the JaGaApp Platform will be performed error-free or uninterrupted, (b) that any JaGaApp Platform related errors with be corrected in any specified timeline, or (c) the JaGaApp Platform will meet the Committee’s requirements, specifications or expectations in all respects. Further, the Committee acknowledges and agrees that RISB does not control the transfer of data over communications facilities or networks, including the Internet, mobile networks or other means of data transmission, and the JaGaApp Platform may be subject to limitations, delays, interruptions and other problems inherent in the use of such communications facilities. The availability of the JaGaApp Platform may also be dependent on third party service providers used to render the JaGaApp Platform to the Committee, which RISB has no control over, and the operation, maintenance and availability of such third party services are governed, as the case may be, by their respective terms of service(s).

 

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ADV Program

JAGA COMMUNITY SERVICES | ADV Program

Terms and Conditions

 

1. Acceptance of Terms

The following terms and conditions (“Terms and Conditions”) together with any and all associated JaGa Community Services Forms (“Services Forms”), form part of a legally-binding agreement (“Agreement”) between Red Ideas Holding Sdn. Bhd. (1048902-M) (“JaGaApp”), and the party named as the Committee in the Services Forms (the “JaGa Services Partner”), and governs the latter’s participation in the JaGa Community Services Program (“JaGa Community Services”) and JaGa ADV Program (“ADV Program”) at the property specified in the same form (“Property”). JaGa Community Services, which includes the ADV Program, is a curated suite of out-of-home and outdoor community enhancement services provided to the residents, tenants and authorised guests of the private communities using the JaGaApp Platform with attractive revenue-sharing arrangements for eligible participating communities.

 

As its business evolves, JaGaApp may modify or make changes to the these Terms and Conditions, from time to time, and in its sole discretion by posting any such changes online here or by sending an email to the address provided to JaGaApp in the applicable JaGa Services Form. The revised Terms and Conditions shall become effective as of the date it is uploaded on JaGaApp’s website, unless JaGaApp specifies a different effective date.

 

This Agreement including the Terms and Conditions shall become effective upon an authorised representative of the JaGa Services Partner signing the first JaGa Services Form for its participation in the JaGa Community Services and/or ADV Program. If the JaGa Services Partner continues to participate in the JaGa Community Services and/or ADV Program following JaGaApp’s posting of the revised Terms and Conditions on its website, the Jaga Services Partner

 

(a) agrees to be bound by the revised Terms and Conditions under this Agreement;

 

(b) acknowledges and agrees that it has independently evaluated the desirability of participating in the JaGa Community Services and/or ADV Programand is not relying on any representation, guarantee or statement other than as expressly set forth in this Agreement; and

 

(c) represents and warrants that it is lawfully able to enter into this Agreement and shall remain in compliance with the same. If this Agreement is being agreed to by a company or other entity, then the person agreeing to this Agreement on behalf of the JaGa Services Partner represents and warrants that he or she is authorised and lawfully able to bind the JaGa Services Partner to this Agreement. If You do not agree with these Terms and Conditions (including any revised Terms and Conditions), your only recourse is to stop your participating in the JaGa Community Services and ADV Program, after which the provisions of this Agreement shall apply in consequence of such termination.

 

2. JaGa Community Services Program

 

2.1 The JaGa Community Services Program (“JaGa Community Services”) is an exclusively curated suite of out-of-home and outdoor community enhancement services offered to residents, tenants and third-party guests with authorised access (“Users”) to the private communities using the JaGaApp Platform, with potentially attractive revenue-sharing opportunities to eligible participating communities. The full suite of JaGa Community Services currently being offered by JaGaApp can be viewed at www.jagaapp.com/terms/adv

 

2.2 JaGa ADV Program

The JaGa ADV Program (“ADV Program”) is an out-of-home and outdoor community messaging service and branding program, under the JaGa Community Services, offered at selected private communities using the JaGaApp Platform, which includes the Property, that allow the JaGa Services Partner to:

 

(a) effectively engage Users at the Property with approved community messages from the JaGa Services Partner or other authorised third parties; and

 

(b) to carry out the placement and display of curated brand presences and other advertising content in the form of branding campaigns (“Campaigns”) by approved third-party brands and advertisers (“Branding Partners”) at the Property in accordance with the applicable JaGa Services Form.

 

2.3 ADV Program Campaigns

To participate in the ADV Program and conduct Campaigns at the Property, the JaGa Services Partner must complete and execute the applicable JaGa Services Form, specifying the details of each Campaign to be conducted at the Property, including, inter alia, any or all of the following:

 

(a) the duration of a Campaign to be conducted (“Campaign Duration”);

 

(b) the commencement and end dates of a Campaign;

 

(c) the designated area(s) on the Property that may be used for the placement and display of Branding Content (“Campaign Sites”);

 

(d) the advertising structures or spaces to be used for the placement and display of Branding Content at Campaign Sites on the Property, including but not limited to:

 

(i) existing infrastructure and fixtures that are affixed, installed at or otherwise located on the Property such as, street furniture, pedestrian benches, traffic signs, street lamps, waste receptacles, automated barrier gates or traffic arm barriers located at the entrance and exit points of the Property, outdoor parasols and gazebos; and/or

 

(ii) new structures or fixtures exclusively provided and owned by JaGaApp to be deployed and installed at the Property, including but not limited to, digital billboards, storage lockers and other display signage (“JaGa Media Vehicles”),

(collectively referred to as “Media Vehicles”);

 

(e) the type of Branding Content of the Branding Partner agreed to be placed and displayed pursuant to a Campaign, including:

 

(i) the format and medium of the Branding Content, which for example may include, posters,banners, buntings etc;

 

(ii) the quantity of any Branding Content, if any, to be placed or displayed at each Campaign Site at the Property; and/or

 

(iii) the timeframe within which the Branding Content specified in the JaGa Services Form is to be deployed, installed or otherwise displayed at each Campaign Site at the Property;

 

(f)the particulars and contact information of the Branding Partner with respect to a Campaign;

 

(g) any applicable revenue-sharing arrangements, if any, between the Parties for a Campaign; and

 

(h) any other arrangements agreed between the Parties in relation to a Campaign.

 

2.4 JaGaApp may develop and offer new types of JaGa Media Vehicles or branding arrangements under the ADV program, which we may bring to the JaGa Services Partner’s attention, from time to time, in relation to proposals of new Campaigns to be conducted at the Property.

 

2.5 The JaGa Services Partner may participate in additional Campaigns for the placement and display of Branding Content of other Branding Partners at the Property, from time to time, by executing additional JaGa Services Forms, which shall contain other terms and conditions applicable to the new Campaigns to be conducted.

 

3. Delivery, Deployment and Installation

 

3.1 JaGaApp shall arrange for the deployment and installation of all Branding Content and/or JaGa Media Vehicles (if any) with respect to each Campaign to be conducted at the Property within the agreed time frame (if any) specified in the relevant JaGa Services Form between the Parties.

 

3.2 Unless otherwise agreed to by the Parties in contrary to any JaGa Services Form, all Branding Content specified in any JaGa Services Form to be installed and displayed at the Property pursuant to any Campaign shall be fully borne by JaGaApp, and be rendered in accordance with any drawings or specifications provided by JaGaApp to the JaGa Services Partner, if any.

 

3.3 The Parties agree that in the course of deploying and installing any Branding Content and/or JaGa Media Vehicles for a Campaign at the Property, JaGaApp shall retain the right to use its own contractors to carry out such installation works without requiring the prior approval of the JaGa Services Partner, provided always that reasonable notice of the same shall be given to the JaGa Services Partner before carrying out any such work at the Property.

 

4. Right of Access to Property

 

4.1 The JaGa Services Partner grants to JaGaApp and its authorised employees, agents, consultants, contractors and service providers, the right of access to the Property and Campaign Sites at any reasonable time during the Term of this Agreement to carry out repairs, alterations and general maintenance of the JaGa Media Vehicles and to perform any other activities incidental or ancillary to the display of Branding Content at the Property, provided that JaGaApp shall notify the JaGa Services Partner at least seven (7) Business Days prior to the commencement of any of the foregoing activities described above.

 

4.2 The Parties agree to promptly come up with other appropriate arrangements if they anticipate that any repairs or maintenance work to be conducted under Clause 4.1 may potentially impede normal traffic flow in and out of the Property or otherwise cause undue disturbance to the Users of the Property.

 

5. Electric Power Supply

 

5.1 The JaGa Services Partner shall arrange for and provide a continuous supply of electrical power to any Media Vehicle used in a Campaign at the Property that requires an electrical power source to function and operate, and shall be responsible for the costs of all electrical power used in the operation and maintenance of all such Media Vehicles used for Campaigns at the Property under this Agreement. The JaGa Services Partner shall be solely responsible for the arranging of any supply of an electrical power source to each Campaign Site at the Property at which such Media Vehicles are deployed and installed under any JaGa Services Form or otherwise under this Agreement.

 

5.2 The Parties acknowledge and agree that JaGaApp shall not be responsible for any interruption to the electrical power supply to any Media Vehicles at the Property, which may affect the display of any Branding Content under a subsisting Campaign.

 

6. Maintenance of JaGa Media Vehicles

 

6.1 JaGaApp and its media partners shall in its sole discretion, and at its own cost and expense:

(a) render any repair or maintenance work on defective, inoperable or faulty JaGa Media Vehicles used in a Campaign at the Property under this Agreement; and

 

(b) replace any Branding Content under any Campaign that has been degraded or otherwise have been rendered illegible from wear and tear by action of weather,

 

unless the JaGa Services Partner is responsible, whether directly or indirectly, for any damage caused to the any JaGa Media Vehicles at the Property in contravention of this Clause 6.

 

6.2 The Parties agree that the JaGa Services Partner shall use reasonable efforts to ensure that:

(a) any Branding Content displayed at the Property pursuant to a Campaign shall not be removed, defaced or otherwise rendered illegible by Users of the Property, or any other third party having access to the premises of the Property and/or Campaign Sites; and

 

(b) any JaGa Media Vehicle deployed and installed at the Property shall not be improperly used, damaged or otherwise succumb to any circumstance under the control of the JaGa Services Partner or its agents, which may render inefficacious any Branding Content placed and displayed at the Property pursuant to a Campaign under this Agreement.

 

7. Production of Branding Content

 

All Branding Content specified in a JaGa Services Form to be placed and displayed at applicable Campaign Sites on the Property for a Campaign under this Agreement shall be provided by JaGaApp or its Branding Partners at no costto the JaGa Services Partner. Unless otherwise agreed to between the Parties in the relevant JaGa Services Form, a minimum of thirty (30) Business Days shall be required prior to the Campaign commencement date specified the relevant JaGa Services Form for the production of all Branding Content to be used in a Campaign. For the avoidance of doubt, this Clause 7 provides only for the production of Branding Content and does not include the deployment and installation of such Branding Content at the Property.

 

8. Inability to Display Branding Content

 

8.1 In the event that:

(a) any Campaign Site on the Property specified in a JaGa Services Form:

(i) becomes permanently or temporarily unavailable during any part of the Campaign Duration for theplacement and display of any Branding Content; or

(ii) becomes excessively burdensome to secure, unsafe or otherwise unsuitable in any way;

 

(b) for any reason, JaGaApp changes or terminates the placement of Branding Content at a specific Campaign Site or ceases to use any specific Campaign Site at the Property,

 

JaGaApp shall have the right to display any affected Branding Content at an acceptable replacement location on the Property, which will then be the substitute Campaign Site under the applicable JaGa Services Form, but only after consultations between the Parties in relation to the same and with all the terms and conditions of this Agreement prevailing.

 

8.2 If the Parties cannot agree on another acceptable replacement location on the Property within fifteen (15) business days after notice by one Party to the other on the occurrence any event described in Clause 8.1 (“Notice Period”), this Agreement or the applicable JaGa Services Form in connection with the affected Campaign and/or Campaign Site, may at the election of JaGaApp be terminated, with such termination to be effective ninety (90) days after the expiry of the Notice Period.

 

9. Revenue Share and Payment

 

9.1 Subject to the terms and conditions specified in the relevant JaGa Services Form between the Parties, JaGaApp shall be responsible for invoicing and collection of all relevant branding and advertising revenue fees from its Branding Partners for any and all Campaigns conducted at the Property. JaGaApp shall pay the JaGa Services Partner its agreed share of the revenue under this Agreement within forty-five (45) days of the end of the month in which the branding fees are to be collected from the relevant Branding Partners. For the avoidance of doubt, a revenue-sharing arrangement between the Parties for a Campaign at the Property shall not be mandatory and this Clause 9 shall only apply if any such arrangements is agreed to between the Parties in the relevant JaGa Services Form(s).

 

9.2 The calculations for any amounts under a revenue-sharing arrangement between the Parties with respect to a Campaign carried out at the Property shall be documented in each JaGa Services Form referencing that specific Campaign in accordance with Clause 2.1(g).

 

9.3 In the event that any Media Vehicle at the Property under the control or operation of the JaGa Services Partner   becomes unavailable for the display of Branding Content under a Campaign, for any reason including the disruption to the power supply described in Clause 5, for a period in excess of seven (7) days, JaGaApp shall not be obliged to pay the JaGa Services Partner for its share of revenue for the affected period, if any, and in its sole discretion may refuse and/or reduce payment of the agreed revenue share depending on the extent and severity of the foregoing downtime experienced.

 

10. Intellectual Property

 

10.1 The JaGa Services Partner acknowledges and agrees that any and all intellectual property rights which subsist in or arise in connection with the JaGa Community Services, ADV Program, Branding Content and/or JaGa Media Vehicles for any Campaign pursuant to any JaGa Services Form between the Parties or otherwise in accordance with this Agreement, belong exclusively to JaGaApp, its affiliates and licensors, and/or its Branding Partners, or their respective licensors, as the case may be.

 

10.2 The JaGa Services Partner agrees that JaGaApp may, during the Term of this Agreement and after its termination or expiry, include the names of the Property and/or JaGa Services Partner (including any trade name, trademark, service mark and logo) and any Campaign carried out between the Parties on JaGaApp’s customer list and in its marketing materials, web site and sales presentations solely for its business development and marketing purposes only.

 

11. Representations and Warranties

 

11.1 The JaGa Services Partner represents and warrants:

(a) that it has the full legal authority, right or power enter into this Agreement and to execute any associated JaGa Services Forms and to be bound by these Terms and Conditions;

 

(b) that all information and material provided to JaGaApp in any JaGa Services Form for its participation in the JaGa Community Services and/or ADV Program under this Agreement is correct, accurate, not misleading and current;

 

(c) that it is legally authorised to act on behalf of the Users of the Property for the purposes of this Agreement and any arrangements contemplated within or in conjunction with it; and

 

(d) that it has complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including without limitation any relevant data protection or privacy laws).

 

11.2 The JaGa Services Partner agrees to defend, indemnify, and hold harmless JaGaApp, its affiliates, subsidiaries, and their respective employees, officers, directors, shareholders, agents, contractors, representatives and service providers (collectively, the “JaGaApp Indemnitees”) from all claims, liabilities, losses, costs and expenses (including reasonable legal fees and disbursements) that may arise from or are a result from the JaGa Services Partner’s breach of this Clause 13.1 or otherwise in contravention to any provision of this Agreement.

 

12. Disclaimer of Warranties

 

THE JAGA COMMUNITY SERVICES AND ADV PROGRAM ARE PROVIDED BY JAGAAPP AND ITS AFFILIATE OR LICENSORS ON AN “AS IS” AND “AS AVAILABE” BASIS, WITHOUT ANY WARRANTY, REPRESENTATION OR GUARANTEE OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT, TITLE, COMPATIBILITY, SECURITY, ACCESSIBILITY AND ACCURACY. JAGAAPP DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILTY FOR ANY BRANDING CONTENT PROVIDED BY A BRANDING PARTNER OR OTHER THIRD PARTY UNDER THE ADV PROGRAM, INCLUDING WITHOUT LIMITATION, ANY MATERIAL, INFORMATION, PRODUCT OR SERVICE ADVERTISED OR OFFERED IN ANY SUCH BRANDING CONTENT OR CAMPAIGN. WITHOUT LIMITING ANY OF THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, JAGAAPP AND ITS AFFILIATES OR LICENSROS SHALL HAVE NO OBLIGATION, LIABILITY OR RESPONSIBIBLITY IN CONNECTION WITH THE PLACEMENT, DISPLAY, OPERATION AND MAINTENANCE OF ANY BRANDING CONTENT OR MEDIA VEHICLES AT THE PROPERTY UNDER THIS AGREEMENT.

 

13. Limitation of Liability

 

IN NO EVENT SHALL JAGAAPP, ITS AFFILIATES, LICENSORS AND THIRD-PARTY SERVICE PROVIDERS, BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY AND STRICT LIABILITY), MISREPRESENTATION, RESTITUTION OR OTHERWISE, TO THE JAGA SERVICER PARTNER, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGES, INCLUDING WITHOUT LIMITATION, (I) ANY LOSS OF BUSINESS OR PROFITS, (II) LOSS OR DEPLETION OF GOODWILL OR REPUTATION (III) LOSS OF USE OR CORRUPTION OF DATA (BEING DATA LOST OR CORRUPTED IN THE COURSE OF TRANSMISSION VIA THE JAGA SERVICES PARTNER’S SYSTEMS OR OVER THE INTERNET THROUGH NO FAULT OF JAGAAPP), (IV) COSTS OF PROCURING ANY SUBSITUTE GOODS OR SERVICES AND/OR (V) ANY BUSINESS OR OPERATIONAL DISRUPTION OR WORK STOPPAGE EXPERIENCED AT THE PROPERTY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ANY JAGA SERVICES FORM ,THE JAGA COMMUNITY SERVICES AND ADV PROGRAM, REGARDLESS OF WHETHER JAGAAPP HAS BEEN APPRISED OR ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING. UNDER NO CIRCUMSTANCES AND TO THE GREATEST EXTENT PERMITTED BY LAW, SHALL JAGAPP AND ITS AFFILIATES OR LICENSORS, BE LIABLE TO THE JAGA SERVICES PARTNER OR ANY THIRD PARTY FOR AN AMOUNT GREATER THAN THE AMOUNTS PAID TO THE JAGA SERVICES PARTNER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT TO WHICH SUCH LIABILITY MAY ARISE. THE FOREGOING LIMITATION OF LIABILITY (I) WILL NOT IN ANY WAY LIMIT THE JAGA SERVICES PARTNER’S PAYMENT OBLIGATIONS UNDER, IF ANY, UNDER THIS AGREEMENT OR ANY JAGA SERVICES FORM, (II) IS CUMULATIVE AND NOT PER INCIDENT; AND (III) SHALL APPLY EVEN IF ANY REMEDY IN THIS AGREEMENT FAILS ITS ESSENTIAL PURPOSE OR REGARDLESS OF THE THEORY OR BASIS OF LIABILITY (INCLUDING BREACH OF CONTRACT OR TORT).

 

14. Liability for Revenue.

 

14.1 Subject to Clause 9 and in the event that there is a revenue-sharing arrangement between the Parties for a Campaign, which is documented in the relevant JaGa Services Form, the JaGa Services Partner acknowledges and agrees that JaGaApp acts only as an intermediary between the JaGa Services Partner and the applicable Branding Partners with respect to any Campaigns carried out at the Property. JaGaApp is not an agent for any Branding Partner and does notclaim or offer any branding or advertising services under this Agreement.

 

14.2 JaGaApp shall only be responsible to the JaGa Services Partner for any revenue-sharing payments received without restrictions from the applicable Branding Partners for Campaigns at the Property which constitute immediately-available funds to JaGaApp. The JaGa Services Partner further acknowledges and agrees that:

 

(a) JaGaApp and its affiliates shall have no liability or obligation to the JaGa Services Partner for any payments due under any JaGa Services Form or otherwise under this Agreement that remain unpaid by any Branding Partner with respect to any Campaign at the Property;

 

(b) it will only assert any claims directly against the relevant Branding Partner specified in the JaGa Services Form for any unpaid sums with respect to a Campaign at the Property, provided that JaGaApp has made all reasonable efforts to collect any such unpaid sums; and

 

(c) it shall hold any JaGaApp Indemnitees harmless and indemnify them from any claims or liability related to such unpaid amounts.

 

The Parties acknowledge that JaGaApp shall make commercially reasonable efforts to bill, collect and clear payments from Branding Partners on a timely basis for all Campaigns conducted at the Property. JaGaApp reserves the absolute right to not make or withhold any payments due to the JaGa Services Partner, if the JaGa Services Partner violates any provisions of this Agreement.

 

14.3 The JaGa Services Partner acknowledges and agrees that JaGaApp has entered into this Agreement in reliance upon the limitation of revenue liability contained in this Clause 14, which forms an essential basis of the Agreement between the Parties.

 

15. Indemnity

 

15.1 The JaGa Services Partner agrees to indemnify, defend, and hold harmless the JaGaApp Indemnitees and any applicable third party service providers including, but not limited to, Branding Partners in the JaGa Community Services and/or the ADV Program, for and from any claims, liabilities, losses, costs and expenses (including reasonable legal fees and disbursements) resulting from or arising out of:

 

(a) any acts or omissions, or breach of this Agreement by the JaGa Services Partner (including any representations and warranties set forth above in Clause 11;

 

(b) any content or subject matter of any Campaign or Branding Content; and/or

 

(c) any violation of any applicable laws, rules, regulations, industry guidelines or policies with respect to the JaGa Community Services, ADV Program or any Campaign carried out at the Property.

 

16. No Exclusivity

 

This Agreement including any associated JaGa Services Form(s) is non-exclusive and shall not prevent JaGaApp from entering into similar agreements with third parties, including other partners within the same geographic location as the Property to implement the JaGa Community Services.

 

17. Non-Solicitation

 

The JaGa Services Partner agrees not to contact or communicate with any Branding Partner for the placement and display of branding or advertising material at the Property other than any Branding Content pursuant to JaGa Services Form without the express written consent of JaGaApp.

 

18. Confidentiality

 

18.1 The JaGa Services Partner acknowledges that it that it may receive during the course of this Agreement, whether directly or indirectly, information, material and data from JaGaApp and/or Branding Partners, that relates to the JaGa Community Services, ADV Program, JaGa Services Forms, marketing and promotion plans and/or otherwise any other information reasonably intended to be kept in confidentially, whether any of the foregoing is markedas “Confidential” or not (“Confidential Information”). The JaGa Services Partner agrees:

 

(a) not to disclose, use, transmit, inform or otherwise make available to any entity, person or body of the Confidential Information, except to the extent necessary to preforming its obligations under this Agreement;

 

(b) to restrict access to the Confidential Information to employees, officers, advisors, agents and otherrepresentatives who have demonstrated a specific need to have access to any Confidential Information to carry out its obligations under this Agreement;

 

(c) protect such Confidential Information from unauthorised use and disclosure to the same extent that it protects its own Confidential Information, but in any event, using no less than a reasonable degree of care;and

 

(d) shall forthwith report to or notify JaGaApp of any actual or suspected breach of this Clause 18 and shall take all reasonable steps to promptly cease, prevent, control and/or remedy such breaches.

 

18.2 The confidentiality obligations in this Clause 18 shall not apply to any information, material or data which:

 

(a) at the time of disclosure, is in or becomes generally available to the public without breach of this Agreement by the JaGa Services Partner;

 

(b) was disclosed to the JaGa Services Partner on a non-confidential basis from a third party without violation of any contractual or legal obligation by such third party to JaGaApp;

 

(c) was independently-developed by the JaGa Services Partner without use, access or knowledge of theJaGaApp’s Confidential Information;

 

(d) received by the JaGa Services Partner from JaGaApp that has been approved for disclosure; and/or

 

(e) Is required to be disclosed by any applicable law or regulation.

 

19. Term and Termination

 

19.1 Unless terminated earlier, this Agreement shall begin on the Commencement Date specified in the applicable JaGa Services Form for the ADV Program and shall continue for the term set out in the same (the “Term”). For the avoidance of doubt and subject to Clause 19.4, each Term shall correspond to the duration set out in each respective JaGa Services Form or otherwise in accordance with the Campaign Duration, whichever is longer. For example, if there are three Campaigns at the Property, with different Campaign Durations, the Term of this Agreement with respect to the ADV Program, shall be the end date of the latest Campaign Duration.

 

19.2 A Party may terminate this Agreement or a JaGa Services Form by giving the other Party ninety (90) days written notice, after which the following events shall take place:

 

(a) each Party shall cease using each other’s corporate name and logo, and cease to make any reference to the JaGa Community Services, ADV Program and/or Campaign;

 

(b) JaGaApp after giving reasonable prior written notice to the JaGa Services Partner or in accordance withsome other written arrangement between the Parties, shall organise for the prompt removal of all Branding Content, JaGa Media Vehicles and/or related material located or installed at the Property pursuant to any Campaigns or otherwise under the ADV Program;

 

(c) JaGaApp will remit all undisputed amounts owed underClause 11 due to the JaGa Services Partner under this Agreement within forty-five (45) business days from the date of termination; and

 

(d) Clauses 17, 18 and 19 shall survive termination and remain in effect.

 

19.3 The JaGa Services Partner may in writing request for JaGaApp to temporarily suspend any running Campaign at the Property pursuant to a JaGa Services Form, which shall include the reasons underlying the request made. If a suspended Campaign is not subsequently resumed within fourteen (14) Business Days from the date of thesuspension, JaGaApp may consequently deem that JaGa Services Form for that Campaign to have been cancelled by the JaGa Services Partner and unless there are other Campaigns at the Property or otherwise agreed to by the Parties in writing to the contrary, the termination provisions in Clause 21.2 shall apply accordingly as if this Agreement had been terminated.

 

19.4 Notwithstanding anything to the contrary contained in this Agreement, these Terms and Conditions shall continue in effect so long as there remains an active JaGa Services Form between the Parties for any Campaigns at the Property. Upon the expiration or termination of this Agreement, or in relation to any terminated or completed JaGa Services Form, any provisions of the Agreement which are intended or reasonably expected to survive, shall so survive such termination or expiry as the case may be.

 

20. Miscellaneous

 

20.1 This Agreement, including these Terms and Conditions and all associated JaGa Services Form(s), constitute the entire agreement of the parties and supersedes any and all prior oral or written agreements or understandings between the Parties with respect to the JaGa Community Services and/or ADV Program.

 

20.2 Any notice given by one Party to the other under this Agreement will be sufficiently served or made if sent by email, post or facsimile transmission to the address set out in the relevant JaGa Services Form. The JaGa Services Partner shall be deemed to have received such notice of any updates made to these Terms and Conditions within two (2) business days of the notice being sent by e-mail or made available on JaGaApp’s website.

 

20.3 The Parties to this Agreement are independent contractors and nothing in any JaGa Services Form or these Terms and Conditions shall create, or be deemed to create, a partnership, joint venture or relationship of principal and agent between JaGaApp and the JaGa Services Partner.

 

20.4 A waiver by any Party of the obligations of the other Party under this Agreement will not prevent the subsequent enforcement of that party’s rights and will not be treated as a waiver of any kind.

 

20.5 The Parties’ rights and obligations will bind and inure to the benefit of their respective successors, heirs, executors and joint administrators and permitted assigns.

 

20.6 If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way.

 

20.7 The JaGa Services Partner may not assign this Agreement without the prior written consent of JaGaApp. JaGaApp may freely assign this Agreement in connection with any corporate reorganization, share purchase, merger, or sale of all or substantially all of the business and assets associated with the subject matter of the Agreement.

 

20.8 Neither termination nor expiry of this Agreement will affect the accrued rights and liabilities of the Parties at the time of termination or expiry. All indemnities given by the JaGa Services Partner will survive termination or expiry of this Agreement and termination or expiry will not affect the JaGa Services Partner’s obligations to comply with the provisions of this Agreement.

 

20.9 This Agreement shall be governed and construed in accordance with the laws of Malaysia, and the Parties agree to submit to the exclusive jurisdiction of the courts of Malaysia.

 

Last Updated: 21th December 2018

JaGaApp x GoCar

JAGA COMMUNITY SERVICES | JaGaApp x GoCar

Terms and Conditions

 

1.Acceptance of Terms

 

The following terms and conditions (“Terms and Conditions”) together with any and all associated JaGa Community Services Forms (“Services Forms”), form part of a legally-binding agreement (“Agreement”) between Red Ideas Holding Sdn. Bhd. (1048902-M) (“JaGaApp”), and the party named as the Committee in the Services Forms (the “JaGa Services Partner”), and governs the latter’s participation in the JaGa Community Services Program (“JaGa Community Services”) and JaGaApp x GoCar (“JaGaApp x GoCar”) at the property specified in the same form (“Property”). JaGa Community Services, which includes the JaGaApp x GoCar, is a curated suite of out-of-home and outdoor community enhancement services provided to the residents, tenants and authorised guests of the private communities using the JaGaApp Platform with attractive revenue-sharing arrangements for eligible participating communities.

 

As its business evolves, JaGaApp may modify or make changes to the these Terms and Conditions, from time to time, and in its sole discretion by posting any such changes online here or by sending an email to the address provided to JaGaApp in the applicable JaGa Services Form. The revised Terms and Conditions shall become effective as of the date it is uploaded on JaGaApp’s website, unless JaGaApp specifies a different effective date.

 

This Agreement including the Terms and Conditions shall become effective upon an authorised representative of the JaGa Services Partner signing the first JaGa Services Form for its participation in the JaGa Community Services and/or JaGaApp x GoCar. If the JaGa Services Partner continues to participate in the JaGa Community Services and/or JaGaApp x GoCar following JaGaApp’s posting of the revised Terms and Conditions on its website, the Jaga Services Partner (a) agrees to be bound by the revised Terms and Conditions under this Agreement; (b) acknowledges and agrees that it has independently evaluated the desirability of participating in the JaGa Community Services and/or JaGaApp x GoCar and is not relying on any representation, guarantee or statement other than as expressly set forth in this Agreement; and (c) represents and warrants that it is lawfully able to enter into this Agreement and shall remain in compliance with the same. If this Agreement is being agreed to by a company or other entity, then the person agreeing to this Agreement on behalf of the JaGa Services Partner represents and warrants that he or she is authorised and lawfully able to bind the JaGa Services Partner to this Agreement. If You do not agree with these Terms and Conditions (including any revised Terms and Conditions), your only recourse is to stop your participating in the JaGa Community Services and JaGaApp x GoCar, after which the provisions of this Agreement shall apply in consequence of such termination.

 

2. JaGa Community Services Program

2.1 The JaGa Community Services Program (“JaGa Community Services”) is an exclusively curated suite of out-of-home and outdoor community enhancement services offered to residents, tenants and third-party guests with authorised access (“Users”) to the private communities using the JaGaApp Platform, with potentially attractive revenue-sharing opportunities to eligible participating communities. The full suite of JaGa Community Services currently being offered by JaGaApp can be viewed at www.jagaapp.com/terms/adv/gocar

 

2.2 JaGaApp x GoCar

JaGaApp x GoCar (“JaGaApp x GoCar”) is a community enhancement service under JaGa Community Services in which JaGaApp in collaboration with GoCar Mobility Sdn. Bhd. (“GoCar”) will bring GoCar’s leading on-demand car sharing and rental platform to the Property in order for Users to be able to

 

(a) enable Users at the Property to rent vehicles provided by GoCar (“GoCar Units”) from within the premises of the Property as an alternative to public transportation or for emergency use; and

(b) enable the JaGa Services Partner to lease unused committee-owned parking pays at the Property to be designated for use in the JaGaApp x GoCar program (“GoCar Bays”);

2.3 JaGaApp x GoCar

To participate in JaGaApp x GoCar at the Property, the JaGa Services Partner must complete and execute the applicable JaGa Services Form, specifying, inter alia, any or all of the following:

(a) the term of JaGaApp x GoCar to be offered at the Property;

(b) the commencement date of JaGaApp x GoCar at the Property;

(c) the location of the parking bays to be designated as GoCar Bays;

(d) the location of the GoCar kiosks at the Property;

(e) the particulars of each GoCar Unit to be provided at the Property including, inter alia, the model, make, year and colour of each vehicle

(f) the parking bay numbers, if any, to be designated as GoCar Bays;

(g) the monthly rental of each GoCar Bay under the program; and

(h) any other arrangements agreed between the Parties in relation to the implementation of JaGaApp x GoCar at the Property.

 

3. Replacements Parking Bays

3.1 The Parties may agree in writing to relocate or assign alternative parking bays if any designated parking bays specified as GoCar Bays under an applicable JaGa Services Form are:

(a) unavailable or otherwise unsuitable for the placement any GoCar Units at the Property;

(b) are undergoing repairs or maintenance work; or

(c) otherwise likely to cause undue disruption or disturbance to the wellbeing of the Users at the Property.

4. Replacements Vehicles

4.1 If a specific GoCar Unit designated to be placed at the Property under an applicable JaGa Services Form:

(a) becomes temporarily impaired or otherwise deemed by JaGaApp or GoCar to be unsafe for use by the Users;

(b) undergoes scheduled or emergency maintenance;

(c) is requested by the JaGa Services Partner to be replaced or substituted; or

 

JaGaApp after consultations made with GoCar, may in its sole discretion, make arrangements to send a replacement vehicle as the replaced GoCar Unit, unless by requested otherwise by reason of Clause 4.1(c), to the Property until the assigned GoCar Unit is returned.

 

5. Right of Access to Property

5.1 The JaGa Services Partner grants to JaGaApp and its authorised employees, agents, consultants, contractors and service providers, including authorised representative and agents of GoCar, the right of access to the Property and GoCar Bays at any reasonable time during the Term of this Agreement to carry out repairs, alterations and general maintenance of the GoCar Bays and GoCar Units, as the case may be, and to otherwise perform any other activities incidental or ancillary to the implementation of JaGaApp x GoCar at the Property, provided that JaGaApp shall notify the JaGa Services Partner at least seven (7) Business Days prior to the commencement of any of the foregoing activities described above.

5.2 The Parties agree to promptly come up with other appropriate arrangements if they anticipate that any repairs or maintenance work to be conducted under Clause 5.1 may potentially impede normal traffic flow in and out of the Property or otherwise cause undue disturbance to the Users of the Property.

 

 

6. Maintenance of GoCar Units

6.1 GoCar shall in its sole discretion, and at its own cost and expense:

(a) render any repair or maintenance work on defective, inoperable or faulty GoCar Units used the Property under this Agreement; and

(b) replace any GoCar Unit under this Agreement in accordance with Clause 4 or otherwise pursuant to any other arrangement between the Parties in writing that has been has become temporarily or permanently unavailable or unsuitable for use at the Property,

unless the JaGa Services Partner is responsible, whether directly or indirectly, for any damage or harm caused to the any GoCar Unit at the Property in contravention of this Clause 6.

 

6.2 The Parties agree that the JaGa Services Partner shall use reasonable efforts to ensure that:

(a) any GoCar Unit at the Property pursuant to JaGaApp x GoCar shall not be removed, clamped, defaced or otherwise rendered inoperable by Users of the Property, or any other third party having access to the premises of the Property; and

(b) any GoCar Unit deployed at GoCar Bays at the Property shall not be improperly used, damaged or otherwise succumb to any circumstance under the control of the JaGa Services Partner or its agents, which may render any such GoCar Unit inoperable or defective.

 

7. Revenue Share and Payment

7.1 Subject to the terms and conditions specified in the relevant JaGa Services Form between the Parties, JaGaApp shall to the JaGa Services Partner, the fees specified in the applicable JaGa Services Form for each GoCar Bay at the

 

 

8. Intellectual Property

8.1 The JaGa Services Partner acknowledges and agrees that any and all intellectual property rights which subsist in or arise in connection with the JaGa Community Services and/or JaGaApp x GoCar pursuant to any JaGa Services Form between the Parties or otherwise in accordance with this Agreement, belong exclusively to JaGaApp, its affiliates and licensors, and/or GoCar, or their respective licensors, as the case may be.

 

8.2 The JaGa Services Partner agrees that JaGaApp may, during the Term of this Agreement and after its termination or expiry, include the names of the Property and/or JaGa Services Partner (including any trade name, trademark, service mark and logo) and JaGaApp x GoCar carried out between the Parties on JaGaApp’s customer list and in its marketing materials, web site and sales presentations solely for its business development and marketing purposes only.

 

9. Representations and Warranties

9.1 The JaGa Services Partner represents and warrants:

(a) that it has the full legal authority, right or power enter into this Agreement and to execute any associated JaGa Services Forms and to be bound by these Terms and Conditions;

(b) that all information and material provided to JaGaApp in any JaGa Services Form for its participation in the JaGa Community Services and/or JaGaApp x GoCar under this Agreement is correct, accurate, not misleading and current;

(c) that it is legally authorised to act on behalf of the Users of the Property for the purposes of this Agreement and any arrangements contemplated within or in conjunction with it; and

(d) that it has complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including without limitation any relevant data protection or privacy laws).

 

9.2 The JaGa Services Partner agrees to defend, indemnify, and hold harmless JaGaApp, its affiliates, subsidiaries, and their respective employees, officers, directors, shareholders, agents, contractors, representatives and service providers (collectively, the “JaGaApp Indemnitees”) from all claims, liabilities, losses, costs and expenses (including reasonable legal fees and disbursements) that may arise from or are a result from the JaGa Services Partner’s breach of this Clause 9.1 or otherwise in contravention to any provision of this Agreement.

 

10. Disclaimer of Warranties

THE JAGA COMMUNITY SERVICES AND JAGAAPP X GOCAR ARE PROVIDED BY JAGAAPP AND ITS AFFILIATE OR LICENSORS ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY, REPRESENTATION OR GUARANTEE OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT, TITLE, COMPATIBILITY, SECURITY, ACCESSIBILITY AND ACCURACY. JAGAAPP DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILTY FOR ANY GOCAR UNIT PROVIDED BY GOCAR OR OTHER THIRD PARTY UNDER THE JAGAAPP X GOCAR, INCLUDING WITHOUT LIMITATION, ANY MATERIAL, INFORMATION, PRODUCT OR SERVICE ADVERTISED OR OFFERED JAGAAPP X GOCAR. WITHOUT LIMITING ANY OF THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, JAGAAPP AND ITS AFFILIATES OR LICENSROS SHALL HAVE NO OBLIGATION, LIABILITY OR RESPONSIBIBLITY IN CONNECTION WITH THE PLACEMENT, DISPLAY, OPERATION AND MAINTENANCE OF ANY GOCAR UNIT OR GOCAR BAYS AT THE PROPERTY UNDER THIS AGREEMENT.

 

11. Limitation of Liability

IN NO EVENT SHALL JAGAAPP, ITS AFFILIATES, LICENSORS AND THIRD-PARTY SERVICE PROVIDERS, BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY AND STRICT LIABILITY), MISREPRESENTATION, RESTITUTION OR OTHERWISE, TO THE JAGA SERVICER PARTNER, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGES, INCLUDING WITHOUT LIMITATION, (I) ANY LOSS OF BUSINESS OR PROFITS, (II) LOSS OR DEPLETION OF GOODWILL OR REPUTATION (III) LOSS OF USE OR CORRUPTION OF DATA (BEING DATA LOST OR CORRUPTED IN THE COURSE OF TRANSMISSION VIA THE JAGA SERVICES PARTNER’S SYSTEMS OR OVER THE INTERNET THROUGH NO FAULT OF JAGAAPP), (IV) COSTS OF PROCURING ANY SUBSITUTE GOODS OR SERVICES AND/OR (V) ANY BUSINESS OR OPERATIONAL DISRUPTION OR WORK STOPPAGE EXPERIENCED AT THE PROPERTY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ANY JAGA SERVICES FORM ,THE JAGA COMMUNITY SERVICES AND JAGAAPP X GOCAR, REGARDLESS OF WHETHER JAGAAPP HAS BEEN APPRISED OR ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING. UNDER NO CIRCUMSTANCES AND TO THE GREATEST EXTENT PERMITTED BY LAW, SHALL JAGAPP AND ITS AFFILIATES OR LICENSORS, BE LIABLE TO THE JAGA SERVICES PARTNER OR ANY THIRD PARTY FOR AN AMOUNT GREATER THAN THE AMOUNTS PAID TO THE JAGA SERVICES PARTNER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT TO WHICH SUCH LIABILITY MAY ARISE. THE FOREGOING LIMITATION OF LIABILITY (I) WILL NOT IN ANY WAY LIMIT THE JAGA SERVICES PARTNER’S PAYMENT OBLIGATIONS UNDER, IF ANY, UNDER THIS AGREEMENT OR ANY JAGA SERVICES FORM, (II) IS CUMULATIVE AND NOT PER INCIDENT; AND (III) SHALL APPLY EVEN IF ANY REMEDY IN THIS AGREEMENT FAILS ITS ESSENTIAL PURPOSE OR REGARDLESS OF THE THEORY OR BASIS OF LIABILITY (INCLUDING BREACH OF CONTRACT OR TORT).

12. Indemnity

12.1 The JaGa Services Partner agrees to indemnify, defend, and hold harmless the JaGaApp Indemnitees and any applicable third party service providers including, but not limited to, GoCar in the JaGa Community Services and/or the JaGaApp x GoCar, for and from any claims, liabilities, losses, costs and expenses (including reasonable legal fees and disbursements) resulting from or arising out of:

 

(a) any acts or omissions, or breach of this Agreement by the JaGa Services Partner (including any representations and warranties set forth above in Clause 9; and/or

(c) any violation of any applicable laws, rules, regulations, industry guidelines or policies with respect to the JaGa Community Services and/or JaGaApp x GoCar carried out at the Property.

 

13. No Exclusivity

This Agreement including any associated JaGa Services Form(s) is non-exclusive and shall not prevent JaGaApp from entering into similar agreements with third parties, including other partners within the same geographic location as the Property to implement the JaGa Community Services.

 

14. Non-Solicitation

The JaGa Services Partner agrees not to contact or communicate with any GoCar for the placement of GoCar Units at the Property otherwise than under JaGaApp x GoCar pursuant to JaGa Services Form without the express written consent of JaGaApp.

 

15. Confidentiality

15.1 The JaGa Services Partner acknowledges that it that it may receive during the course of this Agreement, whether directly or indirectly, information, material and data from JaGaApp and/or GoCar, that relates to the JaGaCommunity

Services, JaGaApp x GoCar, JaGa Services Forms, marketing and promotion plans and/or otherwise any other information reasonably intended to be kept in confidentially, whether any of the foregoing is marked as “Confidential” or not (“Confidential Information”). The JaGa Services Partner agrees:

(a) not to disclose, use, transmit, inform or otherwise make available to any entity, person or body of the Confidential Information, except to the extent necessary to preforming its obligations under this Agreement;

(b) to restrict access to the Confidential Information to employees, officers, advisors, agents and otherrepresentatives who have demonstrated a specific need to have access to any Confidential Information to carry out its obligations under this Agreement;

(c) protect such Confidential Information from unauthorised use and disclosure to the same extent that it protects its own Confidential Information, but in any event, using no less than a reasonable degree of care;and

(d) shall forthwith report to or notify JaGaApp of any actual or suspected breach of this Clause 15 and shall take all reasonable steps to promptly cease, prevent, control and/or remedy such breaches.

 

15.2 The confidentiality obligations in this Clause 15 shall not apply to any information, material or data which:

(a) at the time of disclosure, is in or becomes generally available to the public without breach of this Agreement by the JaGa Services Partner;

(b) was disclosed to the JaGa Services Partner on a non-confidential basis from a third party without violation of any contractual or legal obligation by such third party to JaGaApp;

(c) was independently-developed by the JaGa Services Partner without use, access or knowledge of theJaGaApp’s Confidential Information;

(d) received by the JaGa Services Partner from JaGaApp that has been approved for disclosure; and/or

(e) Is required to be disclosed by any applicable law or regulation.

 

16. Term and Termination

16.1 Unless terminated earlier, this Agreement shall begin on the Commencement Date specified in the applicable JaGa Services Form for the JaGaApp x GoCar and shall continue for the term set out in the same (the “Term”).

 

16.2 A Party may terminate this Agreement or a JaGa Services Form by giving the other Party thirty (30) days written notice, after which the following events shall take place:

 

(a) each Party shall cease using each other’s corporate name and logo, and cease to make any reference to the JaGa Community Services and/or JaGaApp x GoCar;

(b) JaGaApp after giving reasonable prior written notice to the JaGa Services Partner or in accordance with some other written arrangement between the Parties, shall organise for the prompt removal of all GoCar Units from the Property pursuant under the JaGaApp x GoCar; and

(c) Clauses 14, 15 and 16 shall survive termination and remain in effect.

 

16.3 Notwithstanding anything to the contrary contained in this Agreement, these Terms and Conditions shall continue in effect so long as there remains an active JaGa Services Form between the Parties for any GoCar Units deployed at the Property under JaGaApp x GoCar. Upon the expiration or termination of this Agreement, or in relation to any terminated or completed JaGa Services Form, any provisions of the Agreement which are intended or reasonably expected to survive, shall so survive such termination or expiry as the case may be.

 

17. Miscellaneous

17.1 This Agreement, including these Terms and Conditions and all associated JaGa Services Form(s), constitute the entire agreement of the parties and supersedes any and all prior oral or written agreements or understandings between the Parties with respect to the JaGa Community Services and/or JaGaApp x GoCar.

 

17.2 Any notice given by one Party to the other under this Agreement will be sufficiently served or made if sent by email, post or facsimile transmission to the address set out in the relevant JaGa Services Form. The JaGa Services Partner shall be deemed to have received such notice of any updates made to these Terms and Conditions within two (2) business days of the notice being sent by e-mail or made available on JaGaApp’s website.

 

17.3 The Parties to this Agreement are independent contractors and nothing in any JaGa Services Form or these Terms and Conditions shall create, or be deemed to create, a partnership, joint venture or relationship of principal and agent between JaGaApp and the JaGa Services Partner.

 

17.4 A waiver by any Party of the obligations of the other Party under this Agreement will not prevent the subsequent enforcement of that party’s rights and will not be treated as a waiver of any kind.

 

17.5 The Parties’ rights and obligations will bind and inure to the benefit of their respective successors, heirs, executors and joint administrators and permitted assigns.

 

17.6 If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way.

 

17.7 The JaGa Services Partner may not assign this Agreement without the prior written consent of JaGaApp. JaGaApp may freely assign this Agreement in connection with any corporate reorganization, share purchase, merger, or sale of all or substantially all of the business and assets associated with the subject matter of the Agreement.

 

17.8 Neither termination nor expiry of this Agreement will affect the accrued rights and liabilities of the Parties at the time of termination or expiry. All indemnities given by the JaGa Services Partner will survive termination or expiry of this Agreement and termination or expiry will not affect the JaGa Services Partner’s obligations to comply with the provisions of this Agreement.

 

17.9 This Agreement shall be governed and construed in accordance with the laws of Malaysia, and the Parties agree to submit to the exclusive jurisdiction of the courts of Malaysia.

 

Last Updated: 21th December 2018

JaGaApp x Parcel365

JAGA COMMUNITY SERVICES | Parcel365 Lockers Terms and Conditions

 

1. Acceptance of Terms

 

The following terms and conditions (“Terms and Conditions”) together with any and all associated JaGa Community Services Forms (“Services Forms”), form part of a legally-binding agreement (“Agreement”) between Red Ideas Holding Sdn. Bhd. (1048902-M) (“JaGaApp”), and the party named as the Committee in the Services Forms (the “JaGa Services Partner”), and governs the latter’s participation in the JaGa Community Services Program (“JaGa Community Services”) and JaGa Parcel365 (“Parcel365 Lockers”) at the property specified in the same form (“Property”). JaGa Community Services, which includes the Parcel365 Lockers, is a curated suite of out-of-home and outdoor community enhancement services provided to the residents, tenants and authorised guests of the private communities using the JaGaApp Platform with attractive revenue-sharing arrangements for eligible participating communities.

 

As its business evolves, JaGaApp may modify or make changes to the these Terms and Conditions, from time to time, and in its sole discretion by posting any such changes online here or by sending an email to the address provided to JaGaApp in the applicable JaGa Services Form. The revised Terms and Conditions shall become effective as of the date it is uploaded on JaGaApp’s website, unless JaGaApp specifies a different effective date.

 

This Agreement including the Terms and Conditions shall become effective upon an authorised representative of the JaGa Services Partner signing the first JaGa Services Form for its participation in the JaGa Community Services and/or Parcel365 Lockers. If the JaGa Services Partner continues to participate in the JaGa Community Services and/or Parcel365 Lockers following JaGaApp’s posting of the revised Terms and Conditions on its website, the Jaga Services Partner (a) agrees to be bound by the revised Terms and Conditions under this Agreement; (b) acknowledges and agrees that it has independently evaluated the desirability of participating in the JaGa Community Services and/or Parcel365 Lockers and is not relying on any representation, guarantee or statement other than as expressly set forth in this Agreement; and (c) represents and warrants that it is lawfully able to enter into this Agreement and shall remain in compliance with the same. If this Agreement is being agreed to by a company or other entity, then the person agreeing to this Agreement on behalf of the JaGa Services Partner represents and warrants that he or she is authorised and lawfully able to bind the JaGa Services Partner to this Agreement. If You do not agree with these Terms and Conditions (including any revised Terms and Conditions), your only recourse is to stop your participating in the JaGa Community Services and Parcel365 Lockers, after which the provisions of this Agreement shall apply in consequence of such termination.

 

2. JaGa Community Services Program

 

2.1 The JaGa Community Services Program (“JaGa Community Services”) is an exclusively curated suite of out-of-home and outdoor community enhancement services offered to residents, tenants and third-party guests with authorised access (“Users”) to the private communities using the JaGaApp Platform, with potentially attractive revenue-sharing opportunities to eligible participating communities. The full suite of JaGa Community Services currently being offered by JaGaApp viewed at www.jagaapp.com/terms/adv/Parcel365

 

2.2 JaGa Parcel365 Lockers

 

The JaGa Parcel365 Program (“Parcel365 Lockers”) is an out-of-home and on-premise automated parcel delivery management solution that JaGaApp is offering in collaboration with Parcel 365 Sdn. Bhd. (“Parcel365”), in the formof automated parcel lockers placed within the premises of the Property, to provide Users with a convenient and secure location to drop off and pick up parcels. Parcel365 Lockers will provide Users of the Property and the JaGa Services Partner with a highly-desirable amenity, allowing Users to conveniently manage their parcel deliveries without the hassle of dealing with courier companies and reduce the probability of lost or misplaced items.

 

2.3 Implementation of Parcel365 Lockers at the Property

 

To participate and roll out Parcel365 Lockers at the Property, the JaGa Services Partner must complete and execute the applicable JaGa Services Form, specifying the details of the Parcel365 Lockers to deployed and installed at the Property, including, inter alia, any or all of the following:

 

(a) the number of automated parcel lockers to be placed at the Property;

(b) the location for the placement of the lockers;

(c) the term for the implementation of Parcel365 Lockers at the Property under this Agreement; and

(d) any other arrangements agreed to between the Parties in relation to implementation of Parcel365 Lockers at the Property;

 

2.4 The JaGa Services Partner may extend, add or upgrade the Parcel365 Lockers at the Property, from time to time, by executing additional JaGa Services Forms, which shall contain other terms and conditions applicable to the new or additional arrangements with respect to Parcel365 Lockers at the Property.

 

3. Delivery, Deployment and Installation

 

3.1 JaGaApp shall arrange for the deployment and installation of all automated parcel lockers pursuant to theimplementation of Parcel365 Lockers at the Property within the agreed time frame, if any, specified in the relevant JaGa Services Form between the Parties.

 

3.2 Unless otherwise agreed to by the Parties in contrary to any JaGa Services Form, all automated parcel lockers specified in any JaGa Services Form to be installed at the Property under Parce365, shall be fully borne by JaGaApp or its third party service providers, with no additional costs to the JaGa Services Partner.

 

3.3 The Parties agree that in the course of deploying and installing any Parcel365 Lockers automated parcel lockers at the Property, JaGaApp shall retain the right to use its own contractors to carry out such installation works without requiring the prior approval of the JaGa Services Partner, provided always that reasonable notice of the same shall be given to the JaGa Services Partner before carrying out any such work at the Property.

 

4. Right of Access to Property

 

4.1 The JaGa Services Partner grants to JaGaApp and its authorised employees, agents, consultants, contractors and third-party service providers (including the authorised representatives and agents of Parcel365), the right of access to the Property at any reasonable time during the Term of this Agreement to carry out repairs, alterations and general maintenance of the Parcel365 Lockers, and to perform any other activities incidental or ancillary to the operation of the Parcel365 Lockers at the Property, provided that JaGaApp shall notify the JaGa Services Partner at least seven (7) Business Days prior to the commencement of any of the foregoing activities described above.

 

4.2 The Parties agree to promptly come up with other appropriate arrangements if they anticipate that any repairs or maintenance work to be conducted under Clause 4.1 may potentially impede normal traffic flow in and out of the Property or otherwise cause undue disturbance to the Users of the Property.

 

5. Electric Power Supply

 

5.1 The JaGa Services Partner shall arrange for and provide a continuous supply of electrical power to any Parcel365 Lockers deployed and installed at the Property under this Agreement that requires an electrical power source tofunction and operate, and shall be responsible for the costs of all electrical power used in the operation and maintenance of all such lockers at the Property under this Agreement.

 

5.2 The Parties acknowledge and agree that JaGaApp shall not be responsible for any interruption to the electrical power supply to any Parcel365 Lockers at the Property, which may affect the use of any such lockers by Users at the

 

6. Maintenance of Parcel365 Lockers

 

6.1 JaGaApp shall in its sole discretion, and at its own cost and expense:

(a) render (or otherwise cause Parcel365 to render) any repair or maintenance work on defective, inoperable or faulty Parcel365 Lockers at the Property under this Agreement; and

 

(b) replace any Parcel365 Lockers, whether in part or as a whole, that has been is remains inoperable or otherwise rendered unusable despite the best attempts made to repair them under Clause 6.1(a) above;

unless the JaGa Services Partner is responsible, whether directly or indirectly, for any damage or harm caused to the any Parcel365 Lockers deployed and installed at the Property in contravention of this Clause 6.

 

6.2 The Parties agree that the JaGa Services Partner shall use reasonable efforts to ensure that:

 

(a) any Parcel365 Lockers deployed and installed at the Property shall not be removed, defaced or otherwise damaged by Users of the Property, or any other third party having access to the premises of the Property; and

 

(b) any Parcel365 Lockers deployed and installed at the Property shall not be improperly used, damaged or otherwise succumb to any circumstance under the control of the JaGa Services Partner or its agents, which may render them inoperable or inaccessible to Users at the Property.

 

7. Production of Parcel365 Lockers

 

All Parcel365 Lockers specified in a JaGa Services Form to be deployed and installed at the Property under this Agreement shall be provided by JaGaApp and/or Parcel365 at no cost to the JaGa Services Partner. Unless otherwise agreed to between the Parties in the relevant JaGa Services Form, a minimum of thirty (30) Business Days shall berequired prior to the commencement date specified the relevant JaGa Services Form for the production of all requested Parcel365 Lockers to deployed and installed at the Property. For the avoidance of doubt, this Clause 7 provides only for the production of all requested Parcel365 Lockers and does not include the deployment and installation of such the lockers at the Property.

 

8. Intellectual Property

 

8.1 The JaGa Services Partner acknowledges and agrees that any and all intellectual property rights which subsist in or arise in connection with the JaGa Community Services and/or Parcel365 Lockers pursuant to any JaGa Services Form between the Parties or otherwise in accordance with this Agreement, belong exclusively to JaGaApp, its affiliates and licensors, and/or Parcel365, or their respective licensors, as the case may be.

 

8.2 The JaGa Services Partner agrees that JaGaApp may, during the Term of this Agreement and after its termination or expiry, include the names of the Property and/or JaGa Services Partner (including any trade name, trademark, service mark and logo) with respect to the Parcel365 Lockers deployed and installed at the Property on JaGaApp’s customer list and in its marketing materials, web site and sales presentations solely for its business development and marketing purposes only.

 

9. Representations and Warranties

9.1 The JaGa Services Partner represents and warrants:

 

(a) that it has the full legal authority, right or power enter into this Agreement and to execute any associated JaGa Services Forms and to be bound by these Terms and Conditions;

 

(b) that all information and material provided to JaGaApp in any JaGa Services Form for its participation in the JaGa Community Services and/or Parcel365 Lockers under this Agreement is correct, accurate, not misleading and current;

 

(c) that it is legally authorised to act on behalf of the Users of the Property for the purposes of this Agreement and any arrangements contemplated within or in conjunction with it; and

(d) that it has complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including without limitation any relevant data protection or privacy laws).

 

9.2 The JaGa Services Partner agrees to defend, indemnify, and hold harmless JaGaApp, its affiliates, subsidiaries, and their respective employees, officers, directors, shareholders, agents, contractors, representatives and service providers (collectively, the “JaGaApp Indemnitees”) from all claims, liabilities, losses, costs and expenses (including reasonable legal fees and disbursements) that may arise from or are a result from the JaGa Services Partner’s breach of this Clause 9.1 or otherwise in contravention to any provision of this Agreement.

 

10. Disclaimer of Warranties

 

THE JAGA COMMUNITY SERVICES AND PARCEL365 LOCKERS ARE PROVIDED BY JAGAAPP AND ITS AFFILIATE OR LICENSORS ON AN “AS IS” AND “AS AVAILABE” BASIS, WITHOUT ANY WARRANTY, REPRESENTATION OR GUARANTEE OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT, TITLE, COMPATIBILITY, SECURITY, ACCESSIBILITY AND ACCURACY. JAGAAPP DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILTY FOR ANY PARCEL365 LOCKERS DEPLOYED AND INSTALLED AT THE PROPERTY BY PARCEL365 UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY MATERIAL, INFORMATION, PRODUCT OR SERVICE

 

ADVERTISED OR OFFERED IN RELATION TO THE PARCEL365 LOCKERS. WITHOUT LIMITING ANY OF THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, JAGAAPP AND ITS AFFILIATES OR LICENSROS SHALL HAVE NO OBLIGATION, LIABILITY OR RESPONSIBIBLITY IN CONNECTION WITH THE DEPLOYMENT, INSTALLATION, OPERATION AND MAINTENANCE OF ANY PARCEL365 LOCKERS AT THE PROPERTY UNDER THIS AGREEMENT.

 

11. Limitation of Liability

 

IN NO EVENT SHALL JAGAAPP, ITS AFFILIATES, LICENSORS AND THIRD-PARTY SERVICE PROVIDERS, BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY AND STRICT LIABILITY), MISREPRESENTATION, RESTITUTION OR OTHERWISE, TO THE JAGA SERVICER PARTNER, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGES, INCLUDING WITHOUT LIMITATION, (I) ANY LOSS OF BUSINESS OR PROFITS, (II) LOSS OR DEPLETION OF GOODWILL OR REPUTATION (III) LOSS OF USE OR CORRUPTION OF DATA (BEING DATA LOST OR CORRUPTED IN THE COURSE OF TRANSMISSION VIA THE JAGA SERVICES PARTNER’S SYSTEMS OR OVER THE INTERNET THROUGH NO FAULT OF JAGAAPP), (IV) COSTS OF PROCURING ANY SUBSITUTE GOODS OR SERVICES AND/OR (V) ANY BUSINESS OR OPERATIONAL DISRUPTION OR WORK STOPPAGE EXPERIENCED AT THE PROPERTY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ANY JAGA SERVICES FORM ,THE JAGA COMMUNITY SERVICES AND PARCEL365 LOCKERS, REGARDLESS OF WHETHER JAGAAPP HAS BEEN APPRISED OR ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING. UNDER NO CIRCUMSTANCES AND TO THE GREATEST EXTENT PERMITTED BY LAW, SHALL JAGAPP AND ITS AFFILIATES OR LICENSORS, BE LIABLE TO THE JAGA SERVICES PARTNER OR ANY THIRD PARTY FOR AN AMOUNT GREATER THAN THE AMOUNTS PAID TO THE JAGA SERVICES PARTNER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT TO WHICH SUCH LIABILITY MAY ARISE. THE FOREGOING LIMITATION OF LIABILITY (I) WILL NOT IN ANY WAY LIMIT THE JAGA SERVICES PARTNER’S PAYMENT OBLIGATIONS UNDER, IF ANY, UNDER THIS AGREEMENT OR ANY JAGA SERVICES FORM, (II) IS CUMULATIVE AND NOT PER INCIDENT; AND (III) SHALL APPLY EVEN IF ANY REMEDY IN THIS AGREEMENT FAILS ITS ESSENTIAL PURPOSE OR REGARDLESS OF THE THEORY OR BASIS OF LIABILITY (INCLUDING BREACH OF CONTRACT OR TORT).

 

12. Indemnity

 

12.1 The JaGa Services Partner agrees to indemnify, defend, and hold harmless the JaGaApp Indemnitees and any applicable third party service providers including, but not limited to, for and from any claims, liabilities, losses, costs and expenses (including reasonable legal fees and disbursements) resulting from or arising out of:

 

(a) any acts or omissions, or breach of this Agreement by the JaGa Services Partner (including any representations and warranties set forth above in Clause 9; and/or

 

(c)          any violation of any applicable laws, rules, regulations, industry guidelines or policies with respect to the JaGa Community Services or Parcel365 Lockers at the Property.

 

13. No Exclusivity

 

This Agreement including any associated JaGa Services Form(s) is non-exclusive and shall not prevent JaGaApp from entering into similar agreements with third parties, including other partners within the same geographic location as the Property to implement the JaGa Community Services.

 

14. Non-Solicitation

 

The JaGa Services Partner agrees not to contact or communicate with Parcel365 for the deployment and installation of any automated parcel locker systems or otherwise any other parcel management solutions offered by Parcel365 at the Property without the express written consent of JaGaApp.

 

15. Confidentiality

 

15.1 The JaGa Services Partner acknowledges that it that it may receive during the course of this Agreement, whether directly or indirectly, information, material and data from JaGaApp and/or Parcel365, that relates to theJaGa Community Services, Parcel365 Lockers, JaGa Services Forms, marketing and promotion plans and/or otherwise any other information reasonably intended to be kept in confidentially, whether any of the foregoing is marked as “Confidential” or not (“Confidential Information”). The JaGa Services Partner agrees:

 

(a) not to disclose, use, transmit, inform or otherwise make available to any entity, person or body of the Confidential Information, except to the extent necessary to preforming its obligations under this Agreement;

 

(b) to restrict access to the Confidential Information to employees, officers, advisors, agents and otherrepresentatives who have demonstrated a specific need to have access to any Confidential Information to carry out its obligations under this Agreement;

 

(c) protect such Confidential Information from unauthorised use and disclosure to the same extent that it protects its own Confidential Information, but in any event, using no less than a reasonable degree of care;and

 

(d) shall forthwith report to or notify JaGaApp of any actual or suspected breach of this Clause 15 and shall take all reasonable steps to promptly cease, prevent, control and/or remedy such breaches.

 

15.2 The confidentiality obligations in this Clause 15 shall not apply to any information, material or data which:

 

(a) at the time of disclosure, is in or becomes generally available to the public without breach of this Agreement by the JaGa Services Partner;

 

(b) was disclosed to the JaGa Services Partner on a non-confidential basis from a third party without violation of any contractual or legal obligation by such third party to JaGaApp;

 

(c) was independently-developed by the JaGa Services Partner without use, access or knowledge of theJaGaApp’s Confidential Information;

 

(d) received by the JaGa Services Partner from JaGaApp that has been approved for disclosure; and/or

 

(e) Is required to be disclosed by any applicable law or regulation.

 

16. Term and Termination

 

16.1 Unless terminated earlier, this Agreement shall begin on the Commencement Date specified in the applicable JaGa Services Form for the Parcel365 Lockers and shall continue for the term set out in the same (the “Term”).

 

16.2 A Party may terminate this Agreement or a JaGa Services Form by giving the other Party ninety (90) days written notice, after which the following events shall take place:

 

(a) each Party shall cease using each other’s corporate name and logo, and cease to make any reference to the JaGa Community Services and the Parcel365 Lockers;

 

(b) JaGaApp after giving reasonable prior written notice to the JaGa Services Partner or in accordance with some other written arrangement between the Parties, shall organise for the prompt removal of all Parcel365 Lockers deployed and installed at the Property; and

 

(d) Clauses 14, 15 and 16 shall survive termination and remain in effect.

 

 

16.3 Notwithstanding anything to the contrary contained in this Agreement, these Terms and Conditions shall continue in effect so long as there remains an active JaGa Services Form between the Parties for any JaGa Community Services and/or Parcel365 Lockers implemented at the Property. Upon the expiration or termination of this Agreement, or in relation to any terminated or completed JaGa Services Form, any provisions of the Agreement which are intended or reasonably expected to survive, shall so survive such termination or expiry as the case may be.

 

17. Miscellaneous

 

17.1 This Agreement, including these Terms and Conditions and all associated JaGa Services Form(s), constitute the entire agreement of the parties and supersedes any and all prior oral or written agreements or understandings between the Parties with respect to the JaGa Community Services and/or Parcel365 Lockers.

 

17.2 Any notice given by one Party to the other under this Agreement will be sufficiently served or made if sent by email, post or facsimile transmission to the address set out in the relevant JaGa Services Form. The JaGa Services Partner shall be deemed to have received such notice of any updates made to these Terms and Conditions within two (2) business days of the notice being sent by e-mail or made available on JaGaApp’s website.

 

17.3 The Parties to this Agreement are independent contractors and nothing in any JaGa Services Form or these Terms and Conditions shall create, or be deemed to create, a partnership, joint venture or relationship of principal and agent between JaGaApp and the JaGa Services Partner.

 

17.4 A waiver by any Party of the obligations of the other Party under this Agreement will not prevent the subsequent enforcement of that party’s rights and will not be treated as a waiver of any kind.

 

17.5 The Parties’ rights and obligations will bind and inure to the benefit of their respective successors, heirs, executors and joint administrators and permitted assigns.

 

17.6 If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way.

 

17.7 The JaGa Services Partner may not assign this Agreement without the prior written consent of JaGaApp. JaGaApp may freely assign this Agreement in connection with any corporate reorganization, share purchase, merger, or sale of all or substantially all of the business and assets associated with the subject matter of the Agreement.

 

17.8 Neither termination nor expiry of this Agreement will affect the accrued rights and liabilities of the Parties at the time of termination or expiry. All indemnities given by the JaGa Services Partner will survive termination or expiry of this Agreement and termination or expiry will not affect the JaGa Services Partner’s obligations to comply with the provisions of this Agreement.

 

17.9 This Agreement shall be governed and construed in accordance with the laws of Malaysia, and the Parties agree to submit to the exclusive jurisdiction of the courts of Malaysia.

 

Last Updated: 21th December 2018

JaGaApp x SOCAR

JAGA COMMUNITY SERVICES |JaGaApp x SOCAR

Terms and Conditions

 

1. Acceptance of Terms

 

The following terms and conditions (“Terms and Conditions”) together with any and all associated JaGa Community Services Forms (“Services Forms”), form part of a legally-binding agreement (“Agreement”) between Red Ideas Sdn. Bhd. (1048902-M) (“JaGaApp”), and the party named as the Committee in the Services Forms (the “JaGa Services Partner”), and governs the latter’s participation in the JaGa Community Services Program (“JaGa Community Services”) and JaGaApp x SOCAR (“JaGaApp x SOCAR”) at the property specified in the same form (“Property”). JaGa Community Services, which includes the JaGaApp x SOCAR, is a curated suite of out-of-home and outdoor community enhancement services provided to the residents, tenants and authorised guests of the private communities using the JaGaApp Platform with attractive revenue-sharing arrangements for eligible participating communities.

As its business evolves, JaGaApp may modify or make changes to these Terms and Conditions, from time to time, and in its sole discretion by posting any such changes online here or by sending an email to the address provided to JaGaApp in the applicable JaGa Services Form. The revised Terms and Conditions shall become effective as of the date it is uploaded on JaGaApp’s website, unless JaGaApp specifies a different effective date.

This Agreement including the Terms and Conditions shall become effective upon an authorised representative of the JaGa Services Partner signing the first JaGa Services Form for its participation in the JaGa Community Services and/or JaGaApp x SOCAR. If the JaGa Services Partner continues to participate in the JaGa Community Services and/or JaGaApp x SOCAR following JaGaApp’s posting of the revised Terms and Conditions on its website, the JaGa Services Partner (a) agrees to be bound by the revised Terms and Conditions under this Agreement; (b) acknowledges and agrees that it has independently evaluated the desirability of participating in the JaGa Community Services and/or JaGaApp x SOCAR and is not relying on any representation, guarantee or statement other than as expressly set forth in this Agreement; and (c) represents and warrants that it is lawfully able to enter into this Agreement and shall remain in compliance with the same. If this Agreement is being agreed to by a company or other entity, then the person agreeing to this Agreement on behalf of the JaGa Services Partner represents and warrants that he or she  is authorised and lawfully able to bind the JaGa Services Partner to this Agreement. If You do not agree with these Terms and Conditions (including any revised Terms and Conditions), your only recourse is to stop your participating in the JaGa Community Services and JaGaApp x SOCAR, after which the provisions of this Agreement shall apply in consequence of suchtermination.

 

2. JaGa Community Services Program

2.1 The JaGa Community Services Program (“JaGa Community Services”) is an exclusively curated suite of out-of-home and outdoor community enhancement services offered to residents, tenants and third-party guests with authorised access (“Users”) to the private communities using the JaGaApp Platform, with potentially attractive revenue-sharing opportunities to eligible participating communities. The full suite of JaGa Community Services currently being offered by JaGaApp can be viewed at jagaapp.com/terms/adv/socar

 

2.2 JaGaApp x SOCAR

JaGaApp x SOCAR (“JaGaApp x SOCAR”) is a community enhancement service under JaGa Community Services in which JaGaApp in collaboration with SOCAR Mobility (M) Sdn. Bhd. (“SOCAR”) will bring SOCAR’s leading on-demand car sharing and rental platform to the Property in order for Users to be able to

 

(a) enable Users at the Property to rent vehicles provided by SOCAR (“SOCAR Units”) from within the premises of the Property as an alternative to public transportation or for emergency use; and

(b) enable the JaGa Services Partner to lease unused committee-owned parking bays at the Property to be designated for use in the JaGaApp x SOCAR program (“SOCAR Bays”);

 

2.3 JaGaApp x SOCAR

To participate in JaGaApp x SOCAR at the Property, the JaGa Services Partner must complete and execute the applicable JaGa Services Form, specifying, inter alia, any or all of the following:

(a) the term of JaGaApp x SOCAR to be offered at the Property;

(b) the commencement date of JaGaApp x SOCAR at the Property;

(c) the location of the parking bays to be designated as SOCAR Bays;

(d) the particulars of each SOCAR Unit to be provided at the Property including, inter alia, the model, make, year and colour of each vehicle

(e) the parking bay numbers, if any, to be designated as SOCAR Bays;

(f) the monthly rental of each SOCAR Bay under the program; and

(g) any other arrangements agreed between the Parties in relation to the implementation of JaGaApp x SOCAR at the Property.

 

3. Replacements Parking Bays

3.1 The Parties may agree in writing to relocate or assign alternative parking bays if any designated parking bays specified as SOCAR Bays under an applicable JaGa Services Formare:

(a) unavailable or otherwise unsuitable for the placement any SOCAR Units at the Property;

(b) are under going repairs or maintenance work; or

(c) otherwise likely to cause undue disruption or disturbance to the wellbeing of the Users at the

 

4. Replacements Vehicles

4.1 If a specific SOCAR Unit designated to be placed at the Property under an applicable JaGa ServicesForm:

(a) becomes temporarily impaired or otherwise deemed by JaGaApp or SOCAR to be unsafe for use by the Users;

(b) undergoes scheduled or emergency maintenance;

(c) is requested by the JaGa Services Partner to be replaced or substituted; or

JaGaApp after consultations made with SOCAR, may in its sole discretion, make arrangements to send a replacement vehicle as the replaced SOCAR Unit, unless by requested otherwise by reason of Clause4.1(c), to the Property until the assigned SOCAR Unit is returned.

 

5. Right of Access to Property

5.1 The JaGa Services Partner grants to JaGaApp and its authorised employees, agents, consultants, contractors and service providers, including authorised representative and agents of SOCAR, the right of access to the Property and SOCAR Bays at any reasonable time during the Term of this Agreement to carry out repairs, alterations and general maintenance of the SOCAR Bays and SOCAR Units, as the case may be, and to otherwise perform any other activities incidental or ancillary to the implementation of JaGaApp x SOCAR at the Property, provided that JaGaApp shall notify the JaGa Services Partner at least seven (7) Business Days prior to the commencement of any of the foregoing activities described

5.2 The Parties agree to promptly come up with other appropriate arrangements if they anticipate that any repairs or maintenance work to be conducted under Clause 5.1 may potentially impede normal traffic flow in and out of the Property or otherwise cause undue disturbance to the Users of the

 

6. Maintenance of SOCAR Units

6.1 SOCAR shall in its sole discretion, and at its own cost andexpense:

(a) render any repair or maintenance work on defective, inoperable or faulty SOCAR Units used the Property under this Agreement; and

(b) replace any SOCAR Unit under this Agreement in accordance with Clause 4 or otherwise pursuant to any other arrangement between the Parties in writing that has been has become temporarily or permanently unavailable or unsuitable for use at theProperty,

 

unless the JaGa Services Partner is responsible, whether directly or in directly, for any damage or harm caused to the any SOCAR Unit at the Property in contravention of this Clause6.

 

6.2 The Parties agree that the JaGa Services Partner shall use reasonable efforts to ensurethat:

(a) any SOCAR Unit at the Property pursuant to JaGaApp x SOCAR shall not be removed, clamped, defaced or otherwise rendered inoperable by Users of the Property, or any other third party having access to the premises of the Property; and

(b) any SOCAR Unit deployed at SOCAR Bays at the Property shall not be improperly used, damaged or otherwise succumb to any circumstance under the control of the JaGa Services Partner or its agents, which may render any such SOCAR Unit inoperable or

 

7. Revenue Share and Payment

7.1 Subject to the terms and conditions specified in the relevant JaGa Services Form between the Parties, JaGaApp shall to the JaGa Services Partner, the fees specified in the applicable JaGa Services Form for each SOCAR Bay at the Property.

 

8. IntellectualProperty

8.1 The JaGa Services Partner acknowledges and agrees that any and all intellectual property rights which subsist in or arise in connection with the JaGa Community Services and/or JaGaApp x SOCAR pursuant to any JaGa Services Form between the Parties or otherwise in accordance with this Agreement, belong exclusively to JaGaApp, its affiliates and licensors, and/or SOCAR, or their respective licensors, as the case may

8.2 The JaGa Services Partner agrees that JaGaApp may, during the Term of this Agreement and after its termination or expiry, include the names of the Property and/or JaGa Services Partner (including any trade name, trademark, service mark and logo) and JaGaApp x SOCAR carried out between the Parties on JaGaApp’s customer list and in its marketing materials, web site and sales presentations solely for its business development and marketing purposes

 

9. Representations andWarranties

9.1 The JaGa Services Partner represents andwarrants:

(a) that it has the full legal authority, right or power enter into this Agreement and to execute any associated JaGa Services Forms and to be bound by these Terms andConditions;

(b) that all information and material provided to JaGaApp in any JaGa Services Form for its participation in the JaGa Community Services and/or JaGaApp x SOCAR under this Agreement is correct, accurate, not misleading and current;

(c) that it is legally authorised to act on behalf of the Users of the Property for the purposes of this Agreement and any arrangements contemplated within or in conjunction with it; and

(d) that it has complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including without limitation any relevant data protection or privacy laws).

 

9.2  The JaGa Services Partner agrees to defend, indemnify, and hold harmless JaGaApp, its affiliates, subsidiaries, and their respective employees, officers, directors, shareholders, agents, contractors, representatives and service providers (collectively, the “JaGaApp Indemnities”) from all claims, liabilities, losses, costs and expenses (including reasonable legal fees and disbursements) that may arise from or are a result from the JaGa Services Partner’s breach of this Clause 9.1 or otherwise in contravention to any provision of this

 

10. Disclaimer ofWarranties

THE JAGA COMMUNITY SERVICES AND JAGAAPP X SOCAR ARE PROVIDED BY JAGAAPP AND ITS AFFILIATE OR LICENSORS ON AN “AS IS” AND “AS AVAILABE” BASIS, WITHOUT ANY WARRANTY, REPRESENTATION  OR GUARANTEE OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT, TITLE, COMPATIBILITY, SECURITY, ACCESSIBILITY AND ACCURACY. JAGAAPP DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILTY FOR ANY SOCAR UNIT PROVIDED BY SOCAR OR OTHER THIRD PARTY UNDER THE JAGAAPP X SOCAR, INCLUDING WITHOUT LIMITATION, ANY MATERIAL, INFORMATION, PRODUCT OR SERVICE ADVERTISED OR OFFERED JAGAAPP X SOCAR. WITHOUT LIMITING ANY OF THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, JAGAAPP AND ITS AFFILIATES OR LICENSROS SHALL HAVE NO OBLIGATION, LIABILITY OR RESPONSIBIBLITY IN CONNECTION WITH THE PLACEMENT, DISPLAY, OPERATION AND MAINTENANCE OF ANY SOCAR UNIT OR SOCAR BAYS AT THE PROPERTY UNDER THIS AGREEMENT.

 

11. Limitation ofLiability

IN NO EVENT SHALL JAGAAPP, ITS AFFILIATES, LICENSORS AND THIRD-PARTY SERVICE PROVIDERS, BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY AND STRICT LIABILITY), MISREPRESENTATION, RESTITUTION OR OTHERWISE, TO THE JAGA SERVICER PARTNER, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGES, INCLUDING WITHOUT LIMITATION, (I) ANY LOSS OF BUSINESS OR PROFITS, (II) LOSS OR DEPLETION OF GOODWILL OR REPUTATION (III) LOSS OF USE OR CORRUPTION OF DATA  (BEING  DATA LOST OR CORRUPTED  IN THE  COURSE OF TRANSMISSION VIATHE JAGA SERVICES PARTNER’S SYSTEMS OR OVER THE INTERNET THROUGH NO FAULT OF JAGAAPP), (IV) COSTS  OF   PROCURING   ANY  SUBSITUTE   GOODS   OR  SERVICES   AND/OR   (V)  ANY   BUSINESS  OR OPERATIONAL DISRUPTION OR WORK STOPPAGE EXPERIENCED AT THE PROPERTY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ANY JAGA SERVICES FORM ,THE JAGA COMMUNITY SERVICES AND JAGAAPP X SOCAR, REGARDLESS OF WHETHER JAGAAPP HAS BEEN APPRISED OR ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING. UNDER NO CIRCUMSTANCES AND TO THE GREATEST EXTENT PERMITTED BY LAW, SHALL JAGAPP AND ITS AFFILIATES OR LICENSORS, BE LIABLE TO THE JAGA SERVICES PARTNER OR ANY THIRD PARTY FOR AN AMOUNT GREATER THAN THE AMOUNTS PAID TO THE JAGA SERVICES PARTNER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT TO WHICH SUCH LIABILITY MAY ARISE. THE FOREGOING LIMITATION OF LIABILITY (I) WILL NOT IN ANY WAY LIMIT THE JAGA SERVICES PARTNER’S PAYMENT OBLIGATIONS UNDER, IF ANY, UNDER THIS AGREEMENT OR ANY JAGA SERVICES FORM, (II) IS CUMULATIVE AND NOT PER INCIDENT; AND (III) SHALL APPLY EVEN IF ANY REMEDY IN THIS AGREEMENT FAILS ITS ESSENTIAL PURPOSE OR REGARDLESS OF THE THEORY OR BASIS OF LIABILITY (INCLUDING BREACH OF CONTRACT OR TORT).

 

12. Indemnity

12.1 The JaGa Services Partner agrees to indemnify, defend, and hold harmless the JaGaApp Indemnitees and any applicable third party service providers including, but not limited to, SOCAR in the JaGa Community Services and/or the JaGaApp x SOCAR, for and from any claims, liabilities, losses, costs and expenses (including reasonable legal fees and disbursements) resulting from or arising outof:

 

(a) any acts or omissions, or breach of this Agreement by the JaGa Services Partner (including any representations and warranties set forth above in Clause 9; and/or

(c)          any violation of any applicable laws, rules, regulations, industry guidelines or policies with respect to the JaGa Community Services and/or JaGaApp x SOCAR carried out at theProperty.

 

13. No Exclusivity

This Agreement including any associated JaGa Services Form(s) is non-exclusive and shall not prevent JaGaApp from entering into similar agreements with third parties, including other partners within the same geographic location as the Property to implement the JaGa Community Services.

 

14. Non-Solicitation

The JaGa Services Partner agrees not to contact or communicate with any SOCAR for the placement of SOCAR Units at the Property otherwise than under JaGaApp x SOCAR pursuant to JaGa Services Form without the express written consent of JaGaApp.

 

15. Confidentiality

15.1 The JaGa Services Partner acknowledges that it that it may receive during the course of this Agreement, whether directly or in directly, information, material and data from JaGaApp and/or SOCAR, that relates to the JaGa Community Services, JaGaApp x SOCAR, JaGa Services Forms, marketing and promotion plans and/or otherwise any other information reasonably intended to be kept in confidentially, whether any of the foregoing is marked as “Confidential” or not (“Confidential Information”). The JaGa Services Partner agrees:

(a) not to disclose, use, transmit, inform or otherwise make available to any entity, person or body of the ConfidentialInformation, except to the extent necessary to preforming its obligations under this Agreement;

(b) to restrict access to the Confidential Information to employees, officers, advisors, agents and other representatives who have demonstrated a specific need to have access to any Confidential Information to carry out its obligations under thisAgreement;

(c) protect such Confidential Information from unauthorised use and disclosure to the same extent that it protect sits own Confidential  Information, but in any event, using no less than a reasonable degree of care; and

(d) shall forth with report to or notify JaGaApp of any actual or suspected breach of this Clause15 and shall take all reasonable steps to promptly cease, prevent, control and/or remedy such

 

15.2 The confidentiality obligations in this Clause15 shall not apply to any information, material or data which:

(a) at the time of disclosure, is in or becomes generally available to the public without breach of this Agreement by the JaGa Services Partner;

(b) was disclosed to the JaGa Services Partner on a non-confidential basis from a third party without violation of any contractual or legal obligation by such third party to JaGaApp;

(c) was independently-developed by the JaGa Services Partner without use, access or knowledge of the JaGaApp’s Confidential Information;

(d) received by the JaGa Services Partner from JaGaApp that has been approved for disclosure; and/or

(e) Is required to be disclosed by any applicable law or regulation.

 

 

16. Term and Termination

16.1 Unless terminated earlier, this Agreement shall begin on the Commencement Date specified in the applicable JaGa Services Form for the JaGaApp x SOCAR and shall continue for the term set out in the same (the“Term”).

 

16.2 A Party may terminate this Agreement or a JaGa Services Form by giving the other Party thirty (30) days written notice, after which the following events shall takeplace:

(a) each Party shall cease using each other’s corporate name and logo, and cease to make any reference to the JaGa Community Services and/or JaGaApp xSOCAR;

(b) JaGaApp after giving reasonable prior written notice to the JaGa Services Partner or in accordance with some other written arrangement between the Parties, shall organise for the prompt removal of all SOCAR Units from the Property pursuant under the JaGaApp x SOCAR; and

(c) Clauses 14, 15 and 16 shall survive termination and remain in

 

 

16.3 Notwithstanding anything to the contrary contained in this Agreement, these Terms and Conditions shall continue in effect so long as there remains an active JaGa Services Form between the Parties for any SOCAR Units deployed at the Property under JaGaApp x SOCAR. Upon the expiration or termination of this Agreement, or in relation to any terminated or completed JaGa Services Form, any provisions of the Agreement which are intended or reasonably expected to survive, shall so survive such termination or expiry as the case may

 

17. Miscellaneous

17.1 This Agreement, including these Terms and Conditions and all associated JaGa Services Form(s), constitute the entire agreement of the parties and supersedes any and all prior oral or written agreements or understandings between the Parties with respect to the JaGa Community Services and/or JaGaApp x SOCAR

 

17.2 Any notice given by one Party to the other under this Agreement will be sufficiently served or made if sent by email, post or facsimile transmission to the address set out in the relevant JaGa Services Form. The JaGa Services Partner shall be deemed to have received such notice of any updates made to these Terms and Conditions within two (2) business days of the notice being sent by e-mail or made available on JaGaApp’s

 

17.3 The Parties to this Agreement are independent contractors and nothing in any JaGa Services Form or these Terms and Conditions shall create, or be deemed to create, a partnership, joint venture or relationship of principal and agent between JaGaApp and the JaGa Services

 

17.4 A waiver by any Party of the obligations of the other Party under this Agreement will not prevent the subsequent enforcement of that party’s rights and will not be treated as a waiver of any

 

17.5 The Parties’ rights and obligations will bind and inure to the benefit of their respective successors, heirs, executors and joint administrators and permitted

 

17.6 If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any

 

17.7 The JaGa Services Partner may not assign this Agreement without the prior written consent of JaGaApp. JaGaApp may freely assign this Agreement in connection with any corporate reorganization, share purchase, merger, or sale of all or substantially all of the business and assets associated with the subject matter of the

 

17.8 Neither termination nor expiry of this Agreement will affect the accrued rights and liabilities of the Parties at the time of termination or expiry. All indemnities given by the JaGa Services Partner will survive termination or expiry of this Agreement and termination or expiry will not affect the JaGa Services Partner’s obligations to comply with the provisions of this Agreement.

 

17.9 This Agreement shall be governed and construed in accordance with the laws of Malaysia, and the Parties agree to submit to the exclusive jurisdiction of the courts of

 

Last Updated: 11th April 2019