VGrab Merchant Application Terms and Conditions

1. Introduction

1.1 Welcome to our merchant application (the “APP”) which is published, produced and provided by or on behalf of Vgrab (M) Sdn Bhd (“Vgrab” or “we” or “us“) a company incorporated in Malaysia having its registered address and business address at Suite H, Level 16, Menara Northam, No.55, Jalan Sultan Ahmad Shah, 10050 Penang.
1.2 By downloading, accessing and using the APP and all the services in whatsoever manner and form through your Merchant Account (as defined below Clause 2.2 below), you agree to the following terms and conditions and any policies, guidelines or amendments thereto that may be presented to you from time to time (collectively, the "Terms").
1.3 If the law or our functionality changes and affects the services we are able to offer you through your Merchant Account, we may need to change these Terms or our service features from time to time which you should review these Terms regularly.
1.4 If at any time you do not agree with these Terms, or you do not agree to any modified Terms, then you must immediately stop using your Merchant Account and cease your participation to use any self-service feature available and make available from time to time in the APP.
1.5 Unless you have agreed otherwise in writing with Vgrab, these Terms govern your use of our services through your APP. In the event of a conflict between these Terms and the terms of a deal created or submitted via a Deal Request through your Merchant Account, these Terms shall govern. You and Vgrab may be referred to throughout these Terms individually as a "Party" and collectively as the "Parties".

2 Definitions

2.1 (a) “Payment” means the non-refundable amount paid by you to us to subscribe the APP and the VGrab Site services which including but not limited for the submission of the Deal Request and/or the Offer in the APP and/or the VGrab Site;
(b) "Deal Request" is a request you submit to us via the APP and through the Merchant Account to create an Offer to the End User. The terms of the Deal Request are specified and submitted by you in accordance with Clause 3.1;
(c) “Offer” means the deal of goods and/or services provided and offered by you which has been accepted by Vgrab which upon our acceptance, such goods and/or services which may in the form of Voucher or any other similar form which will be make available to the End User at our App and/or at our VGrab Site;
(d) “End User” means the individual from the public who access and use our App or any of our services available at VGrab Site in any other way permitted by us from time to time;
(e) "Voucher" means the paper voucher or electronic certificate that evidences a valid Offer and contains the terms of, and unique redemption information for, such Offer;
(f) “Commencement of the Offer” means the date and time which the valid Offer is available to the End User at the App or any of our services available at VGrab Site which is duly accepted by Vgrab;
(g) “Expiry of the Offer” means the date and time after which an Offer has been expired and lapse and longer be valid.
(h) "VGrab Site" means, collectively, the VGrab website (http://www.vgrab.com) and other distribution channels owned, controlled or operated by Vgrab or e-mails, mobile applications or other types of electronic offerings;
(i) “Content” means any copyright, trademarks, photographs, graphics, artwork, videos, sound clips, text, and other content or materials that you provide to us in your Merchant Account or otherwise use to describe your Deal Request and/or your Offer and/or the Voucher.

2.2 Merchant Account
(a) In order to use certain services in the APP and the VGrab Site, you are required to be registered with a special account at the APP or the VGrab Site ("Merchant Account"). Your Merchant Account will facilitate your use of various services of the APP and will allow you to provide and receive current and accurate, contact and other information pertaining to your relationship with us.
(b) If you choose to create an Merchant Account with us, you agree to provide only accurate, complete registration information, and you will keep that information up-to-date if it changes. When you register, you will obtain unique log-in credentials and password (a “Merchant ID”). Access to the APP and the VGrab Site is not authorised by any other person or entity using your Merchant ID and you are responsible for preventing such unauthorised use.
(c) Vgrab rely on the Merchant ID to know whether users accessing the APP and or the VGrab Site are authorised to do so. If someone accesses the APP and/or the VGrab Site is using a Merchant ID that is issued to you, we will rely on that Merchant ID and will assume that access has been made by you. You are solely responsible for any and all access to the APP and the VGrab Site by persons using your Merchant ID. Please notify us immediately if you become aware that your Merchant ID is being used without authorisation.
(d) You are responsible for maintaining the confidentiality of your Merchant Account password, and are responsible for all activities that occur under such account. You agree to immediately notify us of any unauthorized use of your password or Merchant Account or Merchant ID any other breach of security related to the APP and the VGrab Site.
(e) Vgrab are not and will not be liable for any loss or damage arising from your failure to manage your Merchant ID and Merchant Account, including without limitation to regularly review the accuracy of your Offer and other information created by you or your authorised personnel.
(f) In addition to the other rights set forth herein, Vgrab reserves the right to refuse service and/or access to the APP or the VGrab Site to you or any other merchant at any time without notice for any reason. When using your Merchant Account and the VGrab Site directly, or indirectly via an authorised agent, to submit and manage other deals, you shall accept and comply with certain terms and conditions applicable to merchants.
(g) Vgrab may offer certain optional features or functionalities within your Merchant Account. If you choose to use such features, then you may be required to agree to separate terms that are specific to those features that will be disclosed and available at the time you elect any such option.
(h) You represent and warrant that you are of legal age to form a binding contract and have full power, capacity and authority to accept these Terms. If you are accepting these Terms on behalf of your employer or another entity, you represent that you have full legal authority to bind your employer or such entity to these Terms. If you do not have the legal authority to bind your entity, please ensure that only an authorized person from your organization consents to, and accepts, these Terms.

3 The Use of the APP

3.1 Creation of Offer
(a) Subject to the terms and conditions stated herein, the APP/or the VGrabe Site provides you a platform to present your Offer to the End User through our APP and/or VGrab Site. You shall define the conditions of, and may supply the Content and images to describe and illustrate, your Offer and its terms, by completing and submitting, or authorizing an agent to complete and submit, a Deal Request through your Merchant Account to us.
(b) After reviewing your Deal Request, we shall have the absolute discretion to accept your Deal Request which after our acceptance, your Offer will be make available to the End User at the APP and/or the VGrab Site. You hereby confirm and acknowledge that the submission of a Deal Request does not obligate Vgrab to accept the Deal Request or any of its Content nor to promote the Offer, and is not binding on Vgrab and we shall reserve our right at the absolute discretion to accept and/or disapproved your Deal Request without being liable in whatsoever manner to you.
(c) At the point Vgrab has accepted your Deal Request, your Offer will be make available to the End User and you are responsible and liable for all Offer content and terms, and for us or any End User’s use or reliance on any of the foregoing.
(d) In creating your Offer, you shall not:
(i) offer to sell any goods or services on terms or in a manner that is prohibited by law from being offered or advertised;
(ii) include any Content that violates or infringes in any way upon the rights of others; or
(iii) include any material that is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any Law.

3.2 Promotion of Offer
If We accepts your Deal Request, we may promote the Offer using any method and through any medium that we deems appropriate in its sole discretion, including through e-mail, mobile applications and any other type of electronic interface or distribution channel owned, affiliated, controlled or operated by or through Vgrab. Vgrab further reserves the right, but has no obligation, to promote the Offer through its affiliates and third party business partners from time to time. Vgrab will promote your Offer to Vgrab customers and potential customers based on geographic or other geolocational data, but will determine the customers and potential customers to whom your Offer is actually promoted and made available at sole discretion. If you indicate specific limits or maximums with respect to the number or type of voucher that may be offered through an Offer in the Deal Request, Vgrab will use all commercially reasonable efforts to stop promoting your Offer accordingly.

3.3 Distribution of Voucher
Subject to your compliance of the terms and conditions, upon our acceptance to your Deal Request, the End User shall be able to obtain a Voucher which contain your Offer which shall Voucher may be make available by you directly or by us with your absolute authorisation. The Voucher will include any restrictions or limitations on the use of the Voucher you have specified in the Deal Request. The End User or their authorized transferees (if permitted), may then redeem the Offer by presenting their Voucher to you as printed certificates, through their mobile devices, or any other media that we have adopted for Voucher redemption.

3.4 Responsibility for Offer and Voucher
You acknowledge that you are the exclusive seller of your Offer and the issuer of the Voucher. You also are responsible and liable for:
(a) the decision to make your Offer available through the APP;
(b) fulfilling your Offer with respect to all Voucher holders; and
(c) supplying all goods and/or services specified in the Offer.

3.5 Redemption Obligations You shall comply with your obligations specified in these Terms, the Deal Request and other obligations regarding the use of your Merchant Account and the APP. In addition, when redeeming Voucher, you shall:
(a) honor the Voucher during the time period specified on, pursuant to the terms of, your Offer, and as required under applicable law(s);
(b) handle all customer service in connection with the redemption and use of the Voucher;
(c) honor any Voucher presented by an individual, even if that individual was not the End User, unless:
(i) otherwise specified in the Fine Print (as defined below) or otherwise stated prominently on the face of the Voucher; or
(ii) you reasonably believe that individual obtained the Voucher in an unauthorized or illegal manner, in which case you shall immediately contact Vgrab and explain the circumstances; and
(d) comply with the terms and conditions stated on the Voucher without modification and without imposing any restrictions or additional charges or penalties that are not expressly stated on the Voucher. You shall specify all generally applicable policies (e.g., cancellation policies that apply to all customers), restrictions and contractual arrangements (e.g., liability waivers required for all customers) applicable to the Offer ("Fine Print") in the Deal Request, and Vgrab shall have no liability for the nature of your Fine Print or your failure to specify appropriate Fine Print.

3.6 Your Third Party Merchants.
(a) Subject to our consent, you may subcontract or delegate portions of your performances required by these Terms with respect to a particular Offer to a third party (each, a "Third Party Merchant"). If you subcontract or delegate to Third Party Merchants with respect to fulfilling such Offer, you will remain solely responsible and liable for:
(i) all your obligations, including financial obligations, under these Terms; and
(ii) all acts and omissions of your Third Party Merchants;
(b) You shall require your Third Party Merchants to comply with all applicable restrictions and obligations imposed on you under these Terms, and you will be solely responsible for your financial and contractual relationship with your Third Party Merchants.

3.7 License to Your Content
You hereby grant Vgrab a non-exclusive, worldwide, transferable, irrevocable, perpetual and sub-licensable license to use, copy, distribute, display and perform any of the Content in any and all media or formats in connection with Vgrab’s fulfillment of its rights and obligations under these Terms, including the promotion of Offer and distribution of Voucher.

3.8 Press Release
Vgrab may, in its sole discretion, include you in any press release regarding the Offer described herein or identify you as a merchant.

4 Payment Terms

(a) Subject to your compliance of the Terms, the access and use of all our services available at our APP and the VGrab Site is subject to a non-refundable payment which the details of specific terms and conditions is available at http://www.vgrab.com (“Payment Terms”).
(b) Unless you have a spate written agreement with Vgrab expressly modifying the Payment Terms, all terms and condition stated in the Payment Terms shall be strictly be bound by you.
(c) You hereby acknowledge and agree with us that whatsoever payment made by you to us shall be non-refundable for any reason whatsoever including but not limited to the termination or suspension of your access and/or use of the APP.

5. Validity and Termination

5.1 Term
These Terms are valid on the earlier of the date on which you first register or access to the APP and/or the VGrab Site or submit a Deal Request. These Terms will remain valid through the expiration of all Voucher or such earlier date as all Voucher are redeemed or unless otherwise earlier terminated as set forth below.

5.2 Termination
Vgrab may terminate these Terms and suspend your access to the APP and/or Merchant Account with or without notice with immediate effect, in particular but without limitation on occurrence of any of the following:
(a) you violate any of the terms stated herein and/or your redemption obligations with respect to any Offer made by you through the APP and services;
(b) you fail to redeem or cause the redemption of any Voucher to fail for any reason,
(c) misuse, repeatedly abuse APP’s guidelines or APP’s standards that have been communicated to you in advance., or in any way engage in conduct, which in Vgrab sole discretion, is unfair, misleading, deceptive or otherwise in bad faith, and without regard to whether such conduct is actually adverse to the interests of Vgrab.

5.3 Suspension of the Use of APP
Notwithstanding anything herein to the contrary, we may terminate, cancel or suspend the use of the APP or the Merchant Account for any or without any reason.

5.4 Obligations upon Termination
Neither the expiration nor termination of these Terms, nor your suspension or cancellation of any Offer shall in any way affect the rights of any holder of a valid Voucher. All Terms and any sections of these Terms that are logically intended and required to survive expiration or termination of these Terms to achieve their intent, shall survive without limitation.

6 Representation and Warranty

6.1 You represent and warrant to Vgrab that:
(a) you have the power and authority to enter into the Agreement and perform its obligations under these Terms;
(b) your representations about your business which contain in the your Content and/or Deal Request and/or the Offer and/or your redemption process for Voucher, do not and will not infringe, misappropriate, or otherwise violate any intellectual property right or right of privacy or publicity of any third party;
(c) you have complied with all relevant law including all permit licences, if any, required to make any Offer and provide the goods or services described therein;
(d) you will provide the goods and services made available through any Offer in a manner consistent with industry best practices and not in any manner infringing any existing law.

6.2 You hereby represent and warrant that you have all rights and permissions necessary to provide or use any goods, services, or brands that you do not independently own as part of any Offer. Even if Vgrab has accepted a particular Deal Request for your Offer, Vgrab shall have no obligation to promote or to continue to promote, any Offer if it has any concerns about the integrity of said Offer. You shall immediately notify Vgrab if, at any time during the term of the Agreement, you no longer have all necessary rights and permissions required to make the Offer available on the VGrab Site through the the APP.

6.3 You hereby represent and warrant that you have all obtained all governmental licenses, approvals, and authorizations necessary to provide the goods or services included as part of such Offer. If requested, you shall provide Vgrab with copies of licenses, proof of authorization or other appropriate documentation evidencing such regulatory permissions ("Regulatory Documents"). Even if Vgrab has accepted the Deal Request for your Offer, Vgrab shall have no obligation to promote or continue to promote your Offer if it has any concerns regarding the existence, integrity or veracity of Regulatory Documents it reasonably is relying on you to have and maintain. You shall immediately notify Vgrab if, at any time during the term of the Agreement, you no longer have all rights and Regulatory Documents required to make the Offer available on the APP or on VGrab Site.

7. Disclaimer

7.1 YOU AGREE THAT YOUR USE OF THE APP SHALL BE AT YOUR SOLE RISK. THE APP IS PROVIDED ON AN “AS IS” BASIS AND TO THE FULLEST EXTENT PERMITTED BY LAW, Vgrab, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE APP AND YOUR USE THEREOF. Vgrab MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF ANY OF THE SERVICES PROVIDED BY THE APP OR ANY OF THE CONTENT OR ANY OFFER SUMMITTED BY YOU VIA DEAL REQUEST OR ANY OFFER THAT MAKE AVAILABLE TO THE END USER NOTWITHSTANDING THAT Vgrab MAY HAVE ACCEPTED YOUR DEAL REQUEST AND WE ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY OF THE FOLLOWING:
(A) ERRORS, MISTAKES, OR INACCURACIES OF ANY CONTENT OF THE APP, THE OFFER, DEAL REQUEST, VOUCHER;
(B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR APP;
(C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN;
(D) THE OFFER WILL RESULT IN ANY REVENUE OR PROFIT FOR YOU.
(E) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICE;
(F) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE THROUGH THE ACTIONS OF ANY THIRD PARTY; AND/OR
(G) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR OFFER, DEAL REQUEST, POSTED OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR OFFER, DEAL REQUEST, POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE APP OR THE VGRAB SITE.
(H) Vgrab MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE APP OR THE VGRAB SITE OR ANY OTHER PROMOTION, DISTRIBUTION OR REDEMPTION METHOD USED OR PROVIDED BY Vgrab OR YOU (INCLUDING WITH RESPECT TO ITS UNINTERRUPTED OR ERROR-FREE OPERATION) AND/OR THE ACCURACY, ADEQUACY, RELIABILITY, AVAILABILITY, TIMELINESS, COMPLETENESS, SUITABILITY OR OTHER CHARACTERISTICS OF THE INFORMATION AND MATERIALS CONTAINED ON OR PRESENTED THEREIN.

7.2 Vgrab will not be liable, in contract, tort (including, without limitation, negligence), under statute or otherwise, as a result of or in connection with the APP or the VGrab Site for any:
(a) economic loss (including, without limitation, loss of revenues, profits, contracts, business or anticipated savings); or
(b) loss of goodwill or reputation; or
(c) special or indirect or consequential loss.

8. Indemnity

8.1 You hereby further irrevocably agree that you shall at your sole cost and expense, defend, indemnify and hold Vgrab, its affiliated and related entities, and any of their respective officers, directors, agents and employees, harmless from and against any third party claims, lawsuits, actions, proceedings or investigations (collectively, "Claims") from and against any fees, costs, sanctions, penalties, damages, losses or expenses (including but not limited to Advocate and Solicitor's fees and costs) (collectively, "Losses") arising out of or relating to any of the following:
(a) your or any Third Party Merchant’s:
(i) fraud, willful misconduct, or gross negligence; or
(ii) breach or alleged breach of these Terms;
(b) to the extent applicable, any claim by any authority or government organisation; (c) the goods and/or services provided by you, including but not limited to, any claims for false advertising, injuries, illnesses, damages, or death; (d) any Offer, including your provision of incomplete or inaccurate or information applicable to such Offer; (e) your Content; and/or (f) any infringement, misappropriation, or other violation, of any patent, trademark, copyright, publicity, privacy, trade secret, or other right of any third party by you, your Content, or the use thereof.

9 Confidentiality

9.1 Each Party agrees that: (i) the terms set forth in a Merchant Account are confidential, (ii) any information designated by the other Party as "confidential," and (iii) any other information that the recipient should reasonably expect to be confidential under the circumstances shall be collectively deemed "Confidential Information."

9.2 Confidential Information does not include information that: (i) was, or becomes, publicly known through no action of the receiving Party; (ii) is already in the legitimate possession of the receiving Party prior to its disclosure; (iii) is obtained by the receiving Party without a breach of any third party’s obligations or violation of Laws; or (iv) is independently developed by the receiving Party.

9.3 Each Party shall take reasonable precautions to protect all Confidential Information, and will only disclose Confidential Information to its employees on a need-to-know basis. You may also disclose Confidential Information to your Third Party Merchants if they have signed a confidentiality agreement that requires them to protect the Confidential Information in at least the same manner specified in these Terms. If a Party is required by Law to disclose the other Party’s Confidential Information, it shall promptly notify the other Party and shall cooperate with the other Party to obtain a protective order or to otherwise limit the disclosure of the Confidential Information.

10 Intellectual Property Right

10.1 You hereby agree and acknowledge that Vgrab owns all right, title, and interest, including all intellectual property rights, in the App and VGrab Site, copyright, trademark, patent, trade name, logos, trademarks, and service marks, and any content, data, software, technology, tools, or business methods used by Vgrab to develop, promote, market, generate, or distribute Offer and Voucher issued by you and otherwise perform under these Terms (collectively the "Intellectual Property Right").

10.2 With respect to any Offer, you may use Vgrab’s name, trademarks, and logos solely to publicize to your customers and potential customers the fact that you are featuring that Offer through the APP and/or the VGrab Site. This limited right to use Vgrab 's branding is applicable only during the period from Commencement of the Offer through until the Expiry of the Offer. Notwithstanding the above, you shall not use or display our Intellectual Property Right in any manner that states or implies that Vgrab has endorsed or approved the Offer or your products or services. Any use of our Intellectual Property Right shall comply with the Terns stated herein and the App’s usage guidelines posted on the VGrab Site or provided to you from time to time.

10.3 All goodwill and improved reputation in respect of and associated with our Intellectual Property Right shall belong to the sole benefit of Vgrab. Except as expressly set forth in these Terms, you have no right, license, title or interest in or to any our Intellectual Property Right, and shall not use, distribute, transfer, copy, download, display, modify, perform or create derivative works of our Intellectual Property Right without the express written consent of Vgrab. You shall not translate, reverse engineer, decompile or disassemble our Intellectual Property Right. Vgrab has the right to revoke the rights sets forth in this Section upon written notice to you reserves all rights not specifically granted.

11 Customer Data

11.1 You acknowledge that Vgrab owns all data collected by, or on behalf of, Vgrab pursuant to these Terms, including all information and data of individuals who have or may have obtained the Voucher ("Customer Data"). Subject to applicable Laws and in accordance with Vgrab’s policies and procedures, Vgrab shall not provide you with access to Customer Data, except: (i) to the extent such specific data is necessary for you to redeem and/or verify the validity of the Voucher; and (ii) to the extent that any potential End User is made aware by statements in the Fine Print, that providing or sharing certain information is required to redeem the Voucher, if such sharing would not be implicit in the type of good or service being offered.

11.2 Except to the extent required by Laws or otherwise authorized in writing by Vgrab, you may not use Customer Data for any purpose other than to redeem the Voucher and service of the Offer. You shall, and shall ensure that any Third Party Merchants you may work with, take commercially reasonable efforts to protect the security of Customer Data and comply with all Laws (and Vgrab’s policies and procedures) relating to the processing of any Customer Data. If you become aware of, or suspect, any unauthorized access to or use of Customer Data, you shall immediately notify Vgrab, and shall cooperate with Vgrab in the investigation of such breach and the mitigation of any damages. You shall bear all resulting costs and expenses incurred by Vgrab to comply with applicable Laws (including without limitation any data breach Laws). Upon termination or expiration of this Agreement, you shall, as directed by Vgrab, destroy or return to Vgrab all the Customer Data in your or your Third Party Merchants possession.

12 Limitation of Liability

12.1 Vgrab'S SOLE AND COMPLETE LIABILITY TO YOU SHALL BE LIMITED TO THE AMOUNT OF RM10-00 OR THE AMOUNT ACTUALLY PAID BY YOU TO US, WHICHEVER SHALL BE LESSER, PURSUANT TO THESE TERMS.

12.2 IN NO EVENT SHALL Vgrab BE LIABLE TO YOU, ANY THIRD PARTY MERCHANT OR ANY OTHER THIRD PARTY FOR ANY CLAIMS RELATING TO THE USE OF YOUR GOODS AND SERVICES AND/OR YOUR OFFER, INCLUDING BUT NO LIMITED TO CLAIMS RELATING TO FALSE ADVERTISING, INJURIES, ILLNESSES, DAMAGES, OR DEATH.

13 Insurance

You represent and warrant that you have, and shall maintain at your expense and at all times during the term of these Terms, all types of liability insurance policies, with coverage in amounts that are customary for merchants and/or service providers in your region, consistent with best industry practices, and sufficient to fully comply with applicable Law and fulfill your obligations under these Terms. Upon Vgrab’s request, you shall provide proof of your maintenance of such policies and provide assurances that indicate that Vgrab will be covered by your insurance policies in the event of a claim arising under or in relation to, these Terms or any Offer.

14 Compliance with Law

You will ensure that the terms of any Offer, any Fine Print, and your activities under the Agreement, including your redemption of the Voucher, comply with any and all Malaysia Law and all related law and all laws that govern false, unfair and deceptive practices, voucher, gift cards, coupons, and/or gift certificates (collectively "Laws"). You understand and agree further that your compliance with Laws is a basic requirement, and that you must also comply with all the Terms imposed by us from time to time.

15 MISCELLANEOUS

15.1 Electronic Communications and Notices. You acknowledge that communications between the Parties often use electronic means. For contractual purposes, you hereby: (a) consent to receive communications from Vgrab in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Vgrab provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in writing. Any notice required or permitted hereunder shall be provided in writing, and shall be deemed delivered when (i) delivered by electronic mail to the then-current e-mail address in your Merchant Account; or (ii) regardless of whether or not actually received, when deposited in the Malaysia mail, postage prepaid, certified mail, return receipt requested, or (iii) a regional or national overnight courier service, addressed to the applicable Party at the address set forth in your case, in your Merchant Account, and in Vgrab 's case, to Vgrab.

15.2 Force Majeure Neither Party shall be liable for any default or delay in the performance of its obligations under these Terms due to acts of God, terrorism, natural disasters, earthquakes, fire, riots, floods, and other similar events, to the extent such event is beyond the reasonable control of such Party and only for the duration of such event.

15.3 Relationship of the Parties The Parties are independent contractors. Nothing in these Terms shall be deemed or construed by the Parties hereto, nor by any third party, as creating a joint venture, partnership, franchise, or an agency relationship between the Parties. Neither Party has the authority, without the other Party's prior written approval, to bind or commit the other Party in any way. Vgrab is not a vendor or co-vendor of your goods and services.

15.4 Agreement These Terms constitute the entire understanding between the Parties relating to any Program Offer and your obligations in making such Offer, and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. No part of these Terms may be amended or modified except by mutual written agreement of the Parties. In the event of a conflict between these Terms and the terms of your Offer, these Terms shall govern.

15.5 Interpretation The section headings of these Terms are for purposes of reference only and shall not in any way limit or affect the meaning or interpretation of any of the terms hereof. References to a section include references to all subsections of that section.

15.6 Invalidity of a Provision If any provision of these Terms should be held to be invalid or unenforceable the validity and enforceability of the remaining provisions of these Terms shall not be affected and the Parties shall negotiate an equitable adjustment in the provisions in order to affect, to the maximum extent permitted by Law, the purpose of these Terms.

15.7 Waivers One or more waivers of any covenant, term or condition of these Terms by either Party shall not be construed as a waiver of a subsequent breach of the same covenant, term or condition.

15.8 Assignment You may not assign or transfer any of your rights, or delegate any of your obligations, under these Terms without Vgrab's prior written consent, and any attempt to do so shall be void and unenforceable.

15.9 In the Event of Merger, Sale, or Bankruptcy In the event that Vgrab is acquired by or merged with a third party entity, we reserve the right to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control. In the unlikely event of our bankruptcy, insolvency, reorganization, receivership, or assignment for the benefit of creditors, or the application of laws or equitable principles affecting creditors' rights generally, we may not be able to control how your information is treated, transferred, or used.

15.10 Special Note to International Users The APP is hosted in the Malaysia and are intended for and directed to End User in Malaysia. If you are a user accessing the APP from the European Union, Asia, or any other region with laws or regulations governing personal data collection, use, and disclosure, that differ from Malaysia laws, please be advised that through your continued use of the APP, which are governed by the Malaysia law and the Terms, you are transferring your information to the Malaysia and you expressly consent to that transfer and consent to be governed by Malaysia law for these purposes.

15.11 Jurisdiction And Applicable Law The Malaysian courts will have the jurisdiction over any claim arising from, or related to the use the APP and/or the VGrab Site (although we retain the right to bring proceedings against you for breach of these conditions in your country of residence or any other relevant country). These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Malaysia.

15.12 Successors and Assigns These Terms shall be binding upon and inure to the benefit of, the Parties and their respective permitted successors and assigns.

15.13 Contact If you have any general questions about this APP and/or the VGrab Site, you can contact us at [ ], telephone [ ], email [ ].