Shoppegram Terms Of Service Policy

1. INTRODUCTION

By signing up for a Shoppegram Account (as defined in Section 1) or by using any Shoppegram Services (as defined below), you are agreeing to be bound by the following terms and conditions (the "Terms of Service").

As used in these Terms of Service, "we", "us" and "Shoppegram" means the applicable Shoppegram Contracting Party.

The services offered by Shoppegram under the Terms of Service include various products and services to help you sell goods and services to buyers, whether online ("Online Services"), in person ("POS Services"), or both. Any such services offered by Shoppegram are referred to in these Terms of Services as the "Services". Any new features or tools which are added to the current Services shall be also subject to the Terms of Service. You can review the current version of the Terms of Service at any time. Shoppegram reserves the right to update and change the Terms of Service by posting updates and changes to the Shoppegram website.

You are advised to check the Terms of Service from time to time for any updates or changes that may impact you and if you do not accept such amendments, you must cease using the Services.

You must read, agree with and accept all of the terms and conditions contained or expressly referenced in these Terms of Service, including Shoppegram Acceptable Use Policy ("AUP") and Privacy Policy before you may sign up for a Shoppegram Account or use any Shoppegram Service.

Please read the Terms of Service, including any document referred to in these Terms of Service, for the complete picture of your legal requirements.

By using Shoppegram or any Shoppegram services, you are agreeing to these terms. Be sure to occasionally check back for updates.

2. PRIVACY

Your privacy is very important to us at Shoppegram. To better protect your rights we have provided the Shoppegram.com Privacy Policy to explain our privacy practices in detail. Please review the Privacy Policy to understand how Shoppegram collects and uses the information associated with your Account and/or your use of the Services (the "User Information").

By using the Services or providing information on the Site, you:

(i) Consent to Shoppegram collection, use, disclosure and/or processing of your Content, personal data and User Information as described in the Privacy Policy;

(ii) Agree and acknowledge that the proprietary rights of your User Information are jointly owned by you and Shoppegram and

(iii) Shall not, whether directly or indirectly, disclose your User Information to any third party, or otherwise allow any third party to access or use your User Information, without Shoppegram prior written consent.

Users in possession of another User’s personal data through the use of the Services (the "Receiving Party") hereby agree that, they will (i) comply with all applicable personal data protection laws with respect to any such data; (ii) allow the User whose personal data the Receiving Party has collected (the "Disclosing Party") to remove his or her data so collected from the Receiving Party’s database; and (iii) allow the Disclosing Party to review what information have been collected about them by the Receiving Party, in each case of (ii) and (iii) above, in compliance with and where required by applicable laws.

3. SHOPPEGRAM RIGHTS

We reserve the right to modify or terminate the Services for any reason, without notice at any time. Not all Services and features are available in every jurisdiction and we are under no obligation to make any Services or features available in any jurisdiction.

We reserve the right to refuse service to anyone for any reason at any time.

We may, but have no obligation to, remove Materials and suspend or terminate Accounts if we determine in our sole discretion that the goods or services offered via a Store, or the Materials uploaded or posted to a Store, violate our Acceptable Use Policy ("AUP") or these Terms of Service.

Verbal or written abuse of any kind (including threats of abuse or retribution) of any Shoppegram customer, Shoppegram employee, member, or officer will result in immediate Account termination.

Shoppegram does not pre-screen Materials and it is in our sole discretion to refuse or remove any Materials from the Service, including your Store.

We reserve the right to provide our services to your competitors and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that Shoppegram employees and contractors may also be Shoppegram customers/merchants and that they may compete with you, although they may not use your Confidential Information in doing so.

In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, your status as an employee of an entity, etc.

Shoppegram retains the right to determine, in our sole judgment, rightful Account ownership and transfer an Account to the rightful Store Owner. If we are unable to reasonably determine the rightful Store Owner, without prejudice to our other rights and remedies, Shoppegram reserves the right to temporarily disable an Account until resolution has been determined between the disputing parties.

4. DISCLAIMERS

4.1 Shoppegram services are provided "as is" and without any warranties, claims or representations made by Shoppegram of any kind either expressed, implied or statutory with respect to the services, including, without limitation, warranties of quality, performance, non-infringement, merchantability, or fitness for a particular purpose, nor are there any warranties created by course of dealing, course of performance or trade usage. Without limiting the foregoing and to the maximum extent permitted by applicable law, Shoppegram does not warrant that the services, this site or the functions contained therein will be available, accessible, uninterrupted, timely, secure, accurate, complete or error-free, that defects, if any, will be corrected, or that this site and/or the server that makes the same available are free of viruses, clocks, timers, counters, worms, software locks, drop dead devices, trojan-horses, routings, trap doors, time bombs or any other harmful codes, instructions, programs or components.

4.2 You acknowledge that the entire risk arising out of the use or performance of the site and/or the services remains with you to the maximum extent permitted by applicable law.

4.3 Shoppegram has no control over and, to the maximum extent permitted by applicable law, does not guarantee or accept any responsibility for: (a) the fitness for purpose, existence, quality, safety or legality of items available via the services; or (b) the ability of sellers to sell items or of buyers to pay for items. if there is a dispute involving one or more users, such users agree to resolve such dispute between themselves directly and, to the maximum extent permitted by applicable law, release Shoppegram and its affiliates from any and all claims, demands and damages arising out of or in connection with any such dispute.

5. LIMITATION OF LIABILITY

5.1 You expressly understand and agree that, to the extent permitted by applicable laws, Shoppegram shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the Service.

5.2 To the extent permitted by applicable laws, in no event shall Shoppegram or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our site, our Services or these Terms of Service (however arising including negligence). You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Shoppegram partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms of Service or the documents it incorporates by reference (including the AUP), or your violation of any law or the rights of a third party.

5.3 Your use of the Services is at your sole risk. The Services are provided on an "as is" and "as available" basis without any warranty or condition, express, implied or statutory.

5.4 Shoppegram does not warrant that the Services will be uninterrupted, timely, secure, or error-free.

5.5 Shoppegram does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.

5.6 Shoppegram does not warrant that the quality of any products, services, information, or other materials purchased or obtained by you through the Services will meet your expectations, or that any errors in the Services will be corrected.

5.7 To the maximum extent permitted by applicable law, in no event shall shoppegram be liable whether in contract, warranty, tort (including, without limitation, negligence (whether active, passive or imputed), product liability, strict liability or other theory), or other cause of action at law, in equity, by statute or otherwise, for:

(i) (a) Loss of use; (b) Loss of profits; (c) Loss of revenues; (d) Loss of data; (e) Loss of good will; or (f) Failure to realise anticipated savings, in each case whether direct or indirect; or

(ii) Any indirect, incidental, special or consequential damages, arising out of or in connection with the use or inability to use this site or the services, including, without limitation, any damages resulting therefrom, even if shoppegram has been advised of the possibility of such damages.

5.8 You acknowledge and agree that your only right with respect to any problems or dissatisfaction with the services is to request for termination of your account and/or discontinue any use of the services subject to our Refund Policy.

5.9 If, notwithstanding the previous sections, Shoppegram is found by a court of competent jurisdiction to be liable (including for gross negligence), then, to the maximum extent permitted by applicable law, its liability to you or to any third party is limited to the lesser of: (a) Any amounts due and payable to you pursuant to the Shoppegram guarantee.

5.10 nothing in these terms of service shall limit or exclude any liability for death or personal injury caused by shoppegram’s negligence, for fraud or for any other liability on the part of shoppegram that cannot be lawfully limited and/or excluded.

6. LIMITED LICENSE

6.1 Shoppegram grants you a limited and revocable license to access and use the Services subject to the terms and conditions of these Terms of Service. All proprietary Content, trademarks, service marks, brand names, logos and other intellectual property ("Intellectual Property") displayed in the Site are the property of Shoppegram and where applicable, third party proprietors identified in the Site. No right or licence is granted directly or indirectly to any party accessing the Site to use or reproduce any Intellectual Property, and no party accessing the Site shall claim any right, title or interest therein. By using or accessing the Services you agree to comply with the copyright, trademark, service mark, and all other applicable laws that protect the Services, the Site and its Content. You agree not to copy, distribute, republish, transmit, publicly display, publicly perform, modify, adapt, rent, sell, or create derivative works of any portion of the Services, the Site or its Content. You also may not, without our prior written consent, mirror or frame any part or whole of the contents of this Site on any other server or as part of any other website. In addition, you agree that you will not use any robot, spider or any other automatic device or manual process to monitor or copy our Content, without our prior written consent (such consent is deemed given for standard search engine technology employed by Internet search websites to direct Internet users to this website).

6.2 You are welcome to link to your Shoppegram site from your other website, provided that your website does not imply any endorsement by or association with Shoppegram. You acknowledge that Shoppegram may, in its sole discretion and at any time, discontinue providing the Services, either in part or as a whole, without notice.

7. ACCOUNTS AND SECURITY

7.1 Some functions of our Services require registration for an Account by selecting a unique user identification ("User Email") and password, and by providing certain personal information. If you select a User ID that Shoppegram, in its sole discretion, finds offensive or inappropriate, Shoppegram has the right to suspend or terminate your Account. You may be able to use your Account to gain access to other products, websites or services to which we have enabled access or with which we have tied up or collaborated. Shoppegram has not reviewed, and assumes no responsibility for any third party content, functionality, security, services, privacy policies, or other practices of those products, websites or services. If you do so, the terms of service for those products, websites or services, including their respective privacy policies, if different from these Terms of Service and/or our Privacy Policy, may also apply to your use of those products, websites or services.

7.2 You agree to (a) Keep your password confidential and use only your User ID and password when logging in, (b) Ensure that you log out from your account at the end of each session on the Site, (c) Immediately notify Shoppegram of any unauthorised use of your Account, User ID and/or password, and (d) ensure that your Account information is accurate and up-to-date. You are fully responsible for all activities that occur under your User ID and Account even if such activities or uses were not committed by you. Shoppegram will not be liable for any loss or damage arising from unauthorised use of your password or your failure to comply with this Section.

7.3 You agree that Shoppegram may for any reason, in its sole discretion and with or without notice or liability to you or any third party, immediately terminate your Account and your User ID, remove or discard from the Site any Content associated with your Account and User ID, withdraw any subsidies offered to you, cancel any transactions associated with your Account and User ID, temporarily withhold any sale proceeds or refunds, and/or take any other actions that Shoppegram deems necessary. Grounds for such actions may include, but are not limited to, actual or suspected (a) Extended periods of inactivity, (b) Violation of the letter or spirit of these Terms of Service, (c) Illegal, fraudulent, harassing, defamatory, threatening or abusive behaviour (d) Having multiple user accounts, (e) Buying products on the Site for the purpose of commercial re-sale, (f) Abnormal or excessive purchase of products from the same Seller or related group of Sellers, (f) Voucher abuse (including, but not limited to, selling of vouchers to third parties and abnormal or excessive use of vouchers on the Site), or (g) Behaviour that is harmful to other Users, third parties, or the business interests of Shoppegram. Use of an Account for illegal, fraudulent, harassing, defamatory, threatening or abusive purposes may be referred to law enforcement authorities without notice to you. If a legal dispute arises or law enforcement action is commenced relating to your Account or your use of the Services for any reason, Shoppegram may terminate your Account immediately with or without notice.

7.4 Users may terminate their Account if they notify Shoppegram in writing (including via email at [email protected]) of their desire to do so. Notwithstanding any such termination, Users remain responsible and liable for any incomplete transaction (whether commenced prior to or after such termination), shipment of the product, payment for the product, or the like, and Users must contact Shoppegram after he or she has promptly and effectively carried out and completed all incomplete transactions according to the Terms of Service. Shoppegram shall have no liability, and shall not be liable for any damages incurred due to the actions taken in accordance with this Section. Users waive any and all claims based on any such action taken by Shoppegram.

7.5 You may only use the Services and/or open an Account if you are located in one of our approved countries, as updated from time to time.

8. TERM OF USE

8.1 The license for use of this Site and the Services is effective until terminated upon subscription expiry date. This license will terminate as set forth under these Terms of Service or if you fail to comply with any term or condition of these Terms of Service. In any such event, Shoppegram may affect such termination with or without notice to you.

8.2 You agree not to:

(a) Upload, post, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, alarming, distressing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;

(b) Violate any laws, including without limitation any laws and regulation in relation to export and import restrictions, third party rights or our Prohibited and Restricted Items policy;

(c) Upload, post, transmit or otherwise make available any Content featuring an unsupervised minor or use the Services to harm minors in any way;

(d) Use the Services or upload Content to impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity;

(e) Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services;

(f) Remove any proprietary notices from the Site;

(g) Cause, permit or authorize the modification, creation of derivative works, or translation of the Services without the express permission of Shoppegram;

(h) Use the Services for the benefit of any third party or any manner not permitted by the licenses granted herein;

(i) Use the Services or upload Content in a manner that is fraudulent, unconscionable, false, misleading or deceptive;

(j) Open and/or operate multiple user accounts in connection with any conduct that violates either the letter or spirit of these Terms of Service;

(k) Access the Shoppegram platform, open a user account, or otherwise access your user account using an emulator, simulator, bot or other similar hardware or software;

(l) Manipulate the price of any item or interfere with other User's listings;

(m) Take any action that may undermine the feedback or ratings systems;

(n) Attempt to decompile, reverse engineer, disassemble or hack the Services (or any portion thereof), or to defeat or overcome any encryption technology or security measures implemented by Shoppegram with respect to the Services and/or data transmitted, processed or stored by Shoppegram;

(o) Harvest or collect any information about or regarding other Account holders, including, without limitation, any personal data or information;

(p) Upload, email, post, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

(q) Upload, email, post, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

(r) Upload, email, post, transmit or otherwise make available any unsolicited or unauthorised advertising, promotional materials, "junk mail", "spam", "chain letters", "pyramid schemes", or any other unauthorised form of solicitation;

(s) Upload, email, post, transmit or otherwise make available any material that contains software viruses, worms, Trojan-horses or any other computer code, routines, files or programs designed to directly or indirectly interfere with, manipulate, interrupt, destroy or limit the functionality or integrity of any computer software or hardware or data or telecommunications equipment;

(t) Disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other Users of the Services are able to type, or otherwise act in a manner that negatively affects other Users' ability to engage in real time exchanges;.

(u) Interfere with, manipulate or disrupt the Services or servers or networks connected to the Services or any other User's use and enjoyment of the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;

(v) Take any action or engage in any conduct that could directly or indirectly damage, disable, overburden, or impair the Services or the servers or networks connected to the Services;

(w) Use the Services to intentionally or unintentionally violate any applicable local, state, national or international law, rule, code, directive, guideline, policy or regulation including, without limitation, laws and requirements (whether or not having the force of law) relating to anti-money laundering or counter-terrorism;

(x) Use the Services in violation of or to circumvent any sanctions or embargo administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union or Her Majesty’s Treasury;

(y) Use the Services to violate the privacy of others or to "stalk" or otherwise harass another;

(z) Infringe the rights of Shoppegram, including any intellectual property rights and any passing off of the same thereof;

(aa) Use the Services to collect or store personal data about other Users in connection with the prohibited conduct and activities set forth above; and/or

(bb) List items which infringe upon the copyright, trademark or other intellectual property rights of third parties or use the Services in a manner which will infringe the intellectual property rights of others.

8.3 You understand that all Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from whom such Content originated. This means that you, and not Shoppegram, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available through the Site. You understand that by using the Site, you may be exposed to Content that you may consider to be offensive, indecent or objectionable. To the maximum extent permitted by applicable law, under no circumstances will Shoppegram be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of, or reliance on, any Content posted, emailed, transmitted or otherwise made available on the Site.

8.4 You acknowledge that Shoppegram and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, delete, stop, suspend, remove or move any Content, including without limitation any Content or information posted by you, that is available on the Site. Without limiting the foregoing, Shoppegram and its designees shall have the right to remove any Content (i) That violates these Terms of Service; (ii) If we receive a complaint from another User; (iii) If we receive a notice of intellectual property infringement or other legal instruction for removal; or (iv) If such Content is otherwise objectionable. We may also block delivery of a communication (including, without limitation, status updates, postings, messages and/or chats) to or from the Services as part of our effort to protect the Services or our Users, or otherwise enforce the provisions of these Terms and Conditions. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including, without limitation, any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you have not and, to the maximum extent permitted by applicable law, may not rely on any Content created by Shoppegram or submitted to Shoppegram, including, without limitation, information in Shoppegram Forums and in all other parts of the Site.

8.5 You acknowledge, consent to and agree that Shoppegram may access, preserve and disclose your Account information and Content if required to do so by law or pursuant to an order of a court or by any governmental or regulatory authority having jurisdiction over Shoppegram or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) Comply with legal process; (b) Enforce these Terms of Service; (c) Respond to claims that any Content violates the rights of third parties; (d) Respond to your requests for customer service; or (e) Protect the rights, property or personal safety of Shoppegram, its Users and/or the public.

9. VIOLATION OF OUR TERMS OF SERVICE

9.1 Violations of this policy may result in a range of actions, including, without limitation, any or all of the following:

9.2 If you believe a User on our Site is violating these Terms of Service, please contact [email protected]

10. REPORTING INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT

10.1 The Users are independent individuals or businesses and they are not associated with Shoppegram in any way. Shoppegram is neither the agent nor representative of the Users and does not hold and/or own any of the merchandises listed on the Site.

10.2 If you are an intellectual property right owner ("IPR Owner") or an agent duly authorised by an IPR Owner ("IPR Agent") and you believe that your right or your principal’s right has been infringed, please notify us in writing by email to [email protected] and copy [email protected] and provide us the documents requested below to support your claim. Do allow us time to process the information provided. Shoppegram will respond to your complaint as soon as practicable.

10.3 Complaints under this Section 8 must be provided in the form prescribed by Shoppegram, which may be updated from time to time, and must include at least the following: (a) a physical or electronic signature of an IPR Owner or IPR Agent (collectively, "Informant"); (b) a description of the type and nature of intellectual property right that is allegedly infringed and proof of rights; (c) details of the listing which contains the alleged infringement; (d) sufficient information to allow Shoppegram to contact the Informant, such as Informant’s physical address, telephone number and e-mail address; (e) a statement by Informant that the complaint is filed on good faith belief and that the use of the intellectual property as identified by the Informant is not authorised by the IPR Owner or the law; (f) a statement by the Informant that the information in the notification is accurate, indemnify us for any damages we may suffer as a result of the information provided by and that the Informant has the appropriate right or is authorised to act on IPR Owner’s behalf to the complaint.

11. PURCHASE AND PAYMENT

11.1 Shoppegram supports one or more of the following payment methods in each country it operates in:

Card payments are processed through third-party payment channels and the type of credit cards accepted by these payment channels may vary depending on the jurisdiction you are in.

Shoppegram does not provides COD services in selected countries. Buyers may pay cash directly to the deliver agent appoint by Users upon their receipt of the purchased item.

Buyer may make payments through an Automated Teller Machine or internet bank transfer ("Bank Transfer") to our User. Buyer must provide User’s Shop with the transfer receipt or payment transaction reference for verification purposes through the ‘Upload Receipt’ via User’s Email found in User’s information in their Online Store as payment confirmation.

11.2 Buyer may only change their preferred mode of payment for their purchase prior to making payment.

11.3 Shoppegram takes no responsibility and assume no liability for any loss or damages to Buyer arising from shipping information and/or payment information entered by Buyer or wrong remittance by Buyer in connection with the payment for the items purchased. We reserve the right to check whether Buyer is duly authorised to use certain payment method.

12. SELLER/USER/MERCHANT RESPONSIBILITIES

12.1 Seller shall properly manage and ensure that relevant information such as the price and the details of items, inventory amount and terms and conditions for sales is updated on Seller’s listing and shall not post inaccurate or misleading information.

12.2 The price of items for sale will be determined by the Seller at his/her own discretion. The price of an item and shipping charges shall include the entire amount to be charged to Buyer such as sales tax, value-added tax, tariffs, etc. and Seller shall not charge Buyer such amount additionally and separately.

12.3 Seller shall issue receipts, credit card slips or tax invoices to Buyer on request.

12.4 Seller acknowledges and agrees that Seller will be responsible for paying all taxes, customs and duties for the item sold and Shoppegram cannot provide any legal or tax advice in this regard. As tax laws and regulations may change from time to time, Sellers are advised to seek professional advice if in doubt.

12.5 Seller acknowledge and agrees that Seller’s violation of any of Shoppegram’s polices will result in a range of actions stated in this Terms od Service.

13. PAID ADVERTISING

13.1 Shoppegram will not be launching keyword advertising and/or other advertising services (hereinafter referred to as "Paid Advertising") on its Paid Advertising Site on an ongoing basis. Sellers may purchase the Paid Advertising services at their own discretion on any advertising platform.

13.2 The goods you list on the Site must comply with all relevant laws and regulations, the Paid Advertising Rules, these Terms of Service and the Prohibited and Restricted Items Policy. You understand and agree that Shoppegram has the right to immediately remove any listing which violates any of the foregoing and any Paid Advertising fees that you have paid or Advertising Credits you have used in relation to any listing removed pursuant to this TOS will not be refunded. Shoppegram will also not be liable to compensate you for any loss whatsoever in relation to listings removed pursuant to this TOS.

13.3 You understand and agree that Shoppegram does not warrant or guarantee any increase in viewership or sales of your items as a result your Paid Advertising services.

13.4 You are advised to only purchase Paid Advertising services after fully considering your budget and intended advertising objectives. Except as otherwise provided in these Terms of Service or the Paid Advertising Rules, Shoppegram shall not be liable for any compensation or be subject to any liability (including but not limited to actual expenses and lost profits) for the results or intended results of any Paid Advertising service.

14. TRANSACTION FEES

14.1 Shoppegram does not charges a fee for all successful transactions completed via bank transfer, credit card or Shoppegram Wallet on the Site ("Payment Fee"). The Payment Fee is borne by the Seller, and is calculated at Payment Gateway Fees of the Buyer’s Purchase Monies, rounded up to the nearest cent.

14.2 Following the successful completion of a transaction, Payment Gateway shall deduct the Payment Fee and the Tax Amount, and the Cross Border Fee (as applicable) from the Buyer’s Purchase Monies, and remit the balance to the Seller.

15. DISPUTES

15.1 In the event a problem arises in a transaction, the Buyer and Seller agree to communicate with each other first to attempt to resolve such dispute by mutual discussions, which Shoppegram shall use reasonable commercial efforts to facilitate. If the matter cannot be resolved by mutual discussions, Users may approach the claims tribunal of their local jurisdiction to resolve any dispute arising from a transaction.

15.2 Each Buyer and Seller covenants and agrees that it will not bring suit or otherwise assert any claim against Shoppegram or its Affiliates (except where Shoppegram or its Affiliates is the Seller of the product that the claim relates to) in relation to any transaction made on the Site or any dispute related to such transaction.

16. FEEDBACK

16.1 Shoppegram welcomes information and feedback from our Users which will enable Shoppegram to improve the quality of service provided. Please refer to our feedback procedure below for further information:

17. LINKS TO THIRD PARTY SITES

Third party links provided throughout the Site will let you leave this Site. Sites users link to are not under the control of Shoppegram in any manner whatsoever and you therefore access them at your own risk. Shoppegram is in no manner responsible for the contents of any such linked site or any link contained within a linked site, including any changes or updates to such sites.

18. YOUR REPRESENTATIONS AND WARRANTIES

You represent and warrant that:

(a) You possess the legal capacity (and in the case of a minor, valid parent or legal guardian consent), right and ability to enter into these Terms of Service and to comply with its terms; and

(b) You will use the Services for lawful purposes only and in accordance with these Terms of Service and all applicable laws, rules, codes, directives, guidelines, policies and regulations.

19. FRAUDULENT OR SUSPICIOUS ACTIVITY

If Shoppegram, in its sole discretion, believes that you may have engaged in any potentially fraudulent or suspicious activity and/or transactions, we may take various actions to protect Shoppegram, other Buyers or Sellers, other third parties or you from Reversals, Chargebacks, Claims, fees, fines, penalties and any other liability. The actions we may take include but are not limited to the following:

(a) We may close, suspend, or limit your access to your Account or the Services, and/or suspend the processing of any transaction;

(b) We may suspend your eligibility for Shoppegram Guarantee;

(c) We may refuse to provide the Services to you now and in the future;

For the purposes of this Section:

"Chargeback" means a request that a Buyer files directly with his or her debit or credit card company or debit or credit card issuing bank to invalidate a payment.

"Claim" means a challenge to a payment that a Buyer or Seller files directly with Shoppegram.

20. GOVERNING LAW

These Terms of Service shall be governed by and construed in accordance with the laws of the Malaysia without regard to its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act, to the extent applicable, are expressly disclaimed.

21. GENERAL PROVISIONS

21.1 Shoppegram reserves all rights not expressly granted herein.

21.2 Shoppegram may modify these Terms of Service at any time by posting the revised Terms of Service on this Site. Your continued use of this Site after such changes have been posted shall constitute your acceptance of such revised Terms of Service.

21.3 You may not assign, sublicense or transfer any rights granted to you hereunder or subcontract any of your obligations.

21.4 Nothing in these Terms of Service shall constitute a partnership, joint venture or principal-agent relationship between you and Shoppegram, nor does it authorise you to incur any costs or liabilities on Shoppegram’s behalf.

21.5 The failure of Shoppegram at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing.

21.6 These Terms of Service are solely for your and our benefit and are not for the benefit of any other person or entity, except for Shoppegram's affiliates and subsidiaries (and each of Shoppegram's and its affiliates' and subsidiaries' respective successors and assigns).

21.7 The terms set forth in these Terms of Service and any agreements and policies included or referred to in these Terms of Service constitute the entire agreement and understanding of the parties with respect to the Services and the Site and supersede any previous agreement or understanding between the parties in relation to such subject matter. The parties also hereby exclude all implied terms in fact. In entering into the agreement formed by these Terms of Service, the parties have not relied on any statement, representation, warranty, understanding, undertaking, promise or assurance of any person other than as expressly set out in these Terms of Service. Each party irrevocably and unconditionally waives all claims, rights and remedies which but for this Section it might otherwise have had in relation to any of the foregoing. These Terms of Service may not be contradicted, explained or supplemented by evidence of any prior agreement, any contemporaneous oral agreement or any consistent additional terms.

21.8 You agree to comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and corruption including without limitation and confirm that you have and shall have in place all policies and procedures needed to ensure compliance with such requirements.

21.9 If you have any questions or concerns about these Terms of Service or any issues raised in these Terms of Service or on the Site, please contacts us at: [email protected]

LEGAL NOTICES: Please send all legal notices to [email protected] and Attention it to the "Legal General".

I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE AND ANY REVISION THE SAME HEREAFTER. BY CLICKING THE "SIGN UP" OR "CONNECT WITH FACEBOOK" BUTTON DURING REGISTRATION, I UNDERSTAND THAT I AM CREATING A DIGITAL SIGNATURE, WHICH I INTEND TO HAVE THE SAME FORCE AND EFFECT AS IF I HAD SIGNED MY NAME MANUALLY.