MARKETPLACE AGREEMENT


THIS MARKETPLACE AGREEMENT is made the day of 2020.

BETWEEN

Monarch Innovation Group Sdn. Bhd. (Company No. 1261586-A) is a company incorporated in Malaysia and having

its registered address at 3043A, Jalan Merbau 1, Bandar Putra, 81000 Kulai, Johor, Malaysia (hereinafter referred to as

the Service Provider for the Seller Portal)

AND

………………….. (Company No. ) is a company incorporated in Malaysia and having its business address at

[ ] (hereinafter referred to as the “Seller”)

By entering into this Marketplace Agreement (" Agreement") you represent that you are capable of validly entering into agreements and performing your obligations hereunder.

We4Share reserves the right to notify you from time to time of changes to the terms and conditions of this Agreement.

1. Definitions

“B2C lifestyle product” or “Goods” means a business to consumer product sold on the We4Share site.

“Buyer/s” or “Customer/s” means a customer purchasing a B2C lifestyle product through the We4Share site.

“Fee/s” means the agreed fees for a transaction made through the We4Share site.

“Payment Portal” means the IPay 88 platform.

“Seller” means the business providing the B2C lifestyle product.

“Seller Portal” means the We4 Share seller site.

“Service Provider for the Seller Portal” means We4Share.

2. Services Provided

2.1 We4Share offers you general services consisting of:

- the listing of your B2C lifestyle products

- order verification and payment processing; and

- delivery coordination,

(hereinafter referred to as “Services”)

and other additional services that you may request and that we may offer you (“Additional Services”).

3. Products

You can sell any B2C lifestyle goods that are legally permitted to be sold and you are responsible for returns and warranties in relation to the said goods. SSM certifications will have to be provided to We4Share prior to the sale or provision of any B2C lifestyle goods. Non- permitted goods would refer to any goods which are in contravention with and prohibited by Malaysian laws, rules and regulations.

4. Payment

There shall be no payment via Cash On Delivery (COD). All payments by Customers shall be made via the Payment Portal IPay. We4Share will remit to your bank account the sales proceeds after deducting the fees due and payable to for offering the Services, to you. For the avoidance of doubt, fees will be notified to you upon every transaction made.


5. Acceptance

- You hereby expressly agree that We4Share shall have and reserves the right to change at any time and in its sole

discretion any of the terms and conditions contained in this Agreement. These changes shall take effect seven

(7) days from notification by notice to Seller by way of posting on the Platform or Seller Centre or by way of

notification to the Seller. Changes to the fees and policies may be posted without notice. For the avoidance

of doubt, newer versions of the Terms and Conditions supersede older versions.

6. Services - Fees

- We4Share provides a platform for third-party sellers and buyers to complete transactions but is not involved in the actual transaction between Seller and Customers. It is the Seller’s duty to ensure that goods correspond with substance, description, label and photographs available on the Seller Portal.

- We4Share will act as the exclusive payment processing agent and merely acts as a third party between the Seller and Customer. Fees will be notified upon every transaction made.

7. Seller Undertakings

A. General Undertakings: By using the Services, Seller undertakes, represents and warrants that it will:

(a) comply with all applicable laws, treaties, ordinances, codes, rules and regulations and Policies;

(b) to clearly state the information of the company particulars, address of the company, contact number, contact personnel, products particulars and any informationrelated thereto;

(c) to allow the purchaser to make changes to purchase and any error made by the Purchaser;

(d) shall not be in breached of any intellectual properties rights of any nature whether it is knowingly, intentionally, unintentionally and negligently;

(e) pay all taxes, duties, fees and other charges arising out of or associated with the goods imposed by the relevant

authorities;

(f) issue a valid invoice to the Customer;

(g) obtain all necessary rights, licences, permits or approvals required for the offer, advertising and sale of the goods including all relevant intellectual property rights; and

(h) all B2C lifestyle goods sold are of merchantable quality and corresponds with the representations made by the

Seller to We4Share.

8. We4Share’s Right of Refusal, Return and Refund Policy

A. Notwithstanding any provision in this Agreement, We4Share shall have the right to refuse to list, or to de-list any Seller, products, any services and any other matter that have applied to be listed without having to assign any reason for refusal and or delisting.

B. In regards to the return and refund policy, it will be left to be handled between Parties.

9. Confidential Information

A. No disclosure of Confidential Information that comes into the knowledge of the Seller is allowed and this

survives the termination of this Agreement.

10. Personal Data

A. We4Share and the Seller undertakes, represents and warrants that it will use and process Personal Data only

for the purpose of the execution of the Agreement or for the carrying out of the transactions to its fulfilment.

B. Personal Data refers to any information, whether recorded in a material form or not, from which the identity of an individual is apparent or can be reasonably and directly ascertained by the entity holding the information, or when put together with other information would directly and certainly identify an individual.

C. During the course of use of the Seller Portal and the provision of the Services, We4Share and/or the Seller may collect personal data from the Customer, which includes but is not limited to:

(i) Identity data ie. name, gender, profile picture, and date of birth;

(ii) Contact data ie. billing address, delivery address, email address and phone numbers;

(iii) Account data, such as bank account and payment details;

(iv) Transaction data, such as details about payments to and from the Customer, and other details of products and Services the Customer has purchased from the Seller through the Seller Portal;

(v) Technical data, such as internet protocol (IP) address, login data, browser type and version, time zone setting and location, browser plug-in types and versions, operating system and platform, and other technology on the devices used to access the Seller Portal;

(vi) Profile data, such as username and password, purchases or orders made by the Customer, Customer’s interests, preferences, feedback and survey responses;

(vii) Usage data, such as information on how the Customer uses the Seller Portal, products and Services or view any content on the Seller Portal;

(viii) Location data, such as when the Customer logs into the Seller Portal from a particular location;

(ix) Biometric data such as voice and typing cadence; and

(x) Marketing and communications data, such as the Customer’s preferences in receiving marketing from and/or the Seller and other third parties.

C. During the course of the Customer’s use of the Seller Portal and the provision of the Services, We 4 Share

and/or the Seller may receive personal data from the Customer in the following situations:

(i) When the Customer creates an account on the Seller Portal;

(ii) When the Customer applies for any of the Services or purchase any products available on the Seller Portal;

(iii) When the Customer uses any of the features or functions available on the Seller Portal or Services, including the recording of any user-generated content to be uploaded on the Seller Portal;

(iv) When the Customer subscribes to the publications or marketing collaterals;

(v) When the Customer enters a competition, promotion or survey;

(vi) When the Customer participates in any activity or campaign on the Seller Portal;

(vii) When the Customer logs into their account on the Seller Portal or otherwise interact with us via an external service or application, such as Facebook, Google, Whatsapp or any other social media;

(viii) When a third party lodges a complaint against the Customer or the content the Customer has posted on the Seller Portal;

(ix) When the Customer interacts with the Seller online or offline, including interactions with outsourced customer service agents.

E. Customer must only submit personal data which is accurate and updated. We4Share and/or the Seller shall have the right to request for documentation to verify the personal data provided as part customer verification processes.

F. If personal data of any third party is provided to We4Share and/or the Seller, the Customer represents and warrants that they have obtained the necessary consent from that third party to share and transfer his/her personal data to We4Share and/or the Seller, and for We4Share and/or the Seller to collect, use and disclose that data in accordance with this Privacy Policy.

G. The personal data We4Share and/or the Seller collects from via third parties may be used, shared with or transferred to third parties (including related companies, third party service providers and their service providers and related companies, third party sellers, and companies located both inside and outside the home country), for certain purposes, which include but are not limited to the following:

(i) To facilitate the Customer’s use of the Services or access to the Platform, including responding to the Customer’s queries, feedback, claims or disputes through We4Share and/or the Seller’s outsourced customer service agents;

(ii) To process orders submitted by the Customer through the Seller Portal;

(iii) Payments that are made through the Seller Portal for products will be processed by our agent;

(iv) To deliver the products the Customer has purchased through the Seller Portal wherein We4Share and/or the Seller may pass the Customer’s personal information on to a third party in order to make delivery of the product to the Customer (for example to We4Share and/or the Seller’s courier or supplier), whether the product is sold through the Seller or a third party Seller;

(v) To update the Customer on the delivery of the products, whether sold through the Seller Portal by

the Seller or a third party seller, and for customer support purposes;

(vi) To compare information, and verify with third parties in order to ensure that the information is

accurate;

(vii) To administer the Customer’s account (if any);

(viii) To verify and carry out financial transactions in relation to payments the Customer makes online;

(ix) To audit the downloading of data from the Seller Portal;

(x) To improve the layout or content of the pages of the Seller Portal and customise them for users;

(xi) To identify visitors on the Seller Portal;

(xii) To carry out research on all portal user’s demographics and behaviour;

(xiii) To promote the Services and use information that you give to us, such as user-generated content

(including video content) that you can choose to broadcast on our Platform, as part of our advertising and marketing campaigns to promote the Platform;

(xiv) To process any complaints, feedback, enforcement action and take-down requests in relation to any

content the Seller has uploaded to the Seller Portal;

(xv) To display on scoreboards on the Seller Portal in relation to campaigns, mobile games or any other activity;

(xvi) To derive further attributes relating to the Customer on personal data provided by them;

(xvii) The Seller may also use the Customer’s personal information to send them marketing or promotional

materials and newsletters from or about The Seller or third-party sellers’ products and services from

time to time, unless the Customer chooses to opt-out from receiving these materials; and

(xviii) We4Share may also conduct automated-decision making processes in accordance with any of these

purposes.

H. The Customer may unsubscribe from receiving marketing information at any time by using the unsubscribe function within the electronic marketing material.

I. In exceptional circumstances, We4Share may be required to disclose personal information, such as when there are grounds to believe that the disclosure is necessary to prevent a threat to life or health, or for law enforcement purposes, or for fulfilment of legal and regulatory requirements and requests.

J. We4Share and/or the Seller may share and permit the sharing of the Customer’s personal data with third parties and affiliates for any of the abovementioned purposes, including but not limited to, facilitating the Customer’s use of the Services, completing a transaction and managing the Customer’s account and fulfilling any legal or regulatory requirements and requests as deemed necessary.

K. If the Customer is located in Malaysia, We4Share and/or the Seller may transfer or permit the transfer of their personal data outside of Malaysia for any of the purposes set out in this Privacy Policy.

L. Withdrawal of consent to continued use, disclosure and/or processing of Personal Data may be communicated by contacting the Data Protection Officer through the Contact Us page.

M. If the Customer communicates their withdrawal of consent to our use, disclosure or processing of personal data for the purposes and in the manner as stated above, the Seller may not be in a position to continue to provide the Services or perform on any contract they have and will not be liable in the event that they do not continue to provide the Services to, or perform the contract. We4Share’s legal rights and remedies are expressly reserved in such an event.

N. Should the Customer want to request information about their personal data which we have collected, or enquire about the ways in which their personal data may have been used, disclosed or processed by us within the past year, they are to contact the Data Protection Officer through the Contact Us page. In order to facilitate processing of the request, it may be necessary for We4Share and/or the Seller to request further information relating to their request.

O. We4Share and/or the Seller reserves the right to charge a reasonable administrative fee for retrieving the Customer’s personal data records.

P. We4Share and/or the Seller will respond to the request as soon as reasonably possible. If We4Share and/or the Seller is unable to respond to your request within twenty-one (21) days from the date of the request, the Customer will be informed in writing.

Q. Personal data shall be safeguarded from unauthorised access, collection, use, disclosure, processing, copying, modification, disposal, loss, misuse, modification or similar risks, we have introduced appropriate administrative, physical and technical measures such as:

(i) Restricting access to personal data to individuals who require access;

(ii) Maintaining technology products to prevent unauthorised computer access; and

(iii) Using Let’ encrypt SSL which is a 256-bit SSL (secure sockets layer) encryption technology when processing the Customer’s financial details.

R. The Customer should be aware, however, that no method of transmission over the internet or method of electronic storage is completely secure. The Customer’s password is the key to the account. If the password has been compromised for any reason or if the Customer has grounds to believe that their password has been compromised, the Customer should immediately click Contact Us and change their password. The Customer is reminded to log out of their account and close the browser when they are finished with using a shared computer.

S. Retention of Personal Data will be done for as long as the Customer is either required to by law or as is relevant for the purposes for which it was collected.

T. In regards to the collection of Computer Data, We4Share or the Seller or authorised service providers may use cookies, web beacons, and other similar technologies for storing data to help provide a better, faster, safer and personalised experience when the Customer uses the Services or accesses the Service Portal.

U. When the Customer visits the Seller Portal through the computer, mobile device, or any other device with internet connectivity, the company servers will automatically record data that the browser sends whenever the website is visited. This data may include:

(a) Computer or device's IP address;

(b) Browser type;

(c) Webpage visited before the Customer came to the Service Portal;

(d) The pages within the Service Portal which was visited; and

(e) The time spent on those pages, items and data searched for on the Platform, access times and dates, and other statistics.

V. All personal data shall be collected, used, disclosed and processed in accordance with this Privacy Policy,

and this Privacy Policy may be updated from time to time.

W . Any changes made to this Privacy Policy in the future will be posted on the We4Share site and where

appropriate, notified by the Seller to the Customer, whereupon the Customer’s continued use of the

Services, access to the Platform or use of the Services, including placing Orders on the Seller Portal, shall

constitute their acknowledgment and acceptance of the changes made to this Privacy Policy.

X. This Privacy Policy applies in conjunction with other notices, contractual clauses and consent clauses that

apply in relation to the collection, use, disclosure and/or processing of personal data, and is not

intended to override them unless stated expressly otherwise.

Y. The Customer can visit the Seller Portal and browse without having to provide personal details. However,

they will be required to sign up for an account if they wish to use the Services.

Z. If the Customer has any comments, suggestions or complaints in relation to their personal data, they are to

contact We4 Share’s Data Protection Officer through the Contact Us page.

11. Liability - Indemnification

A. We4Share is not involved in transactions between Seller and Customers, Seller hereby agrees on its behalf

and on behalf of Customers to release We4Share and its agents and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected therewith, provided such release will not apply where actual claims, demands or damages arise due to We4Share's fraud, negligence or wilful misconduct.

B. We4Share will not be held liable for any damages of any kind, including direct, indirect, incidental, punitive, and

consequential, arising out of or in connection with the Agreement and following from the same.

12. Termination

A. We4Share has the right to unilaterally and immediately terminate the Agreement upon the occurrence of any of the following:

i) Seller being in breach of any provision of the Agreement and failing to remedy the same within fourteen (14) days from being so notified;

ii) the Seller being in breach of any applicable laws or We4Share’s Policies with respect to Goods and sales of Goods;

iii) being in breach of any intellectual property rights whether it is locally and/or internationally;

iv) Seller passing a winding up resolution or a court of competent jurisdiction making an order for the same;

v) the issuance of an administrative order in relation to Seller, or the appointment of a receiver over, or an encumbrance taking possession of, or the of selling any of, Seller’s assets;

vi) Seller making an arrangement or composition with its creditors generally or applying to a court of competent jurisdiction for protection from its creditors; or

vii) Seller ceasing or threatening to cease to carry on business.

13. Shipping Method

1. Delivery of the Goods shall be made to the address specified by the Customer/Buyer in its order.

2. We4Share has the right at any time to sub-contract all or any of its obligations for the sale/delivery of the

Goods to any other party as it may from time to time decide without giving notice of the same to the Customer/ Buyer.

3. Any dates quoted for delivery of the Goods are approximate only and delays may occur. The time for delivery/performance shall not be of the essence, and We4Share shall not be liable for any delay in

delivery or performance howsoever caused.

4. If the Seller has failed to deliver the Goods in accordance with the Contract or within a reasonable time, the Customer/ Buyer shall, by serving a written notice to We4Share , be entitled to demand performance

within a specified time thereafter and such specified time shall be no less than 14 days. If We4Share fails

to do so within the specified time, the Buyer shall be entitled to terminate the Contract and claim a refund

in respect of the undelivered Goods.

5. Where the Goods have been delivered to the Buyer even after such refunds have been claimed by the Customer/Buyer, the Customer/ Buyer shall immediately notify We4Share the delivery. The property in the Goods shall not pass to the Customer/ Buyer and the Customer/ Buyer shall hold the Goods as We4Share's fiduciary agent and bailee and shall keep the Goods separate from those of the Customer/ Buyer. We4Share shall be entitled at any time to demand the Customer/Buyer to deliver up the Goods to We4Share and in the event of non-compliance We4Share reserves its right to take legal action against the Customer/Buyer for the delivery of the Goods and also reserves its right to seek damages and all other costs including but not limited to legal fees against the Customer/Buyer.

6. If the Customer/ Buyer fails to take delivery of the Goods (otherwise than by reason of any cause beyond the Customer/ Buyer's reasonable control or by reason of Seller's fault) then without prejudice to any other right or remedy available to We4Share, We4Share may:

(a) sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and

selling expenses) account to the Buyer for the excess over the price under the Contract provided the price has been paid in cleared funds in full or charge the Buyer for any shortfall below the price under the Contract; or

(b) terminate the Contract and claim damages.

14. Prohibited and Restricted Items policy

It is Seller’s responsibility to ensure that their proposed item complies with all laws and is allowed to be listed for sale in accordance with We4Share’ terms and policies before listing the item on the selling platform. For the Sellers’ convenience, We4Share has provided below a non-exhaustive guideline on prohibited and restricted items that are not allowed for sale on We4Share. We4Share will update this guideline from time to time where necessary. The Customer or Buyer is to visit the We4Share webpage regularly for updates.

VIOLATION OF TERMS OF SERVICE

Violations of the Prohibited and Restricted Items Policy may subject the Seller to a range of adverse actions, including but not limited to any or all of the following:

- Listing deletion

- Limits placed on Account privileges

- Account suspension and termination

- Legal actions

2. LIST OF PROHIBITED AND RESTRICTED ITEMS

(i) Animal and wildlife products (including, without limitation, wild animals);

(ii) Artifacts and antiquities;

(iii) Used cosmetics;

(iv) Counterfeit currency and stamps;

(v) Credit and debit cards;

(vi) Currency or credits including, without limitation, digital currency or credits, and stored value cards;

(vii) Drugs, prescription-only medicines, pharmacy-only medicines, drug-like substances and associated

paraphernalia. For more information, please click https://www.pharmacy.gov.my/v2/en/apps/iklan

(viii) Telecommunication equipment that has not been registered with the Malaysian Communications and Multimedia Commission (MCMC), and electronic surveillance equipment and other similar electronic equipment such as cable TV, de-scramblers, radar scanners, traffic signal control devices, wiretapping devices and telephone bugging devices;

(ix) Embargoed goods;

(x) Firearms, weapons such as pepper spray, replicas, and stun guns, etc.;

(xi) Alcohol (a valid license must be submitted to, and approved by, We4Share);

(xii) Prohibited Food: For the safety of We4Share’s Users, Sellers may not list the following food and food-related items on our Site:

a. Listings containing medicinal claims - that is, a claim that the item is intended for use in the diagnosis, cure, mitigation, treatment, or prevention of disease in humans and/or animals, contraception, inducing anaesthesia or otherwise preventing or interfering with the normal operation of a physiological function, whether permanently or temporarily, and whether by way of terminating, reducing or postponing, or increasing or accelerating, the operation of that function or in any other way (for example, pharmaceutical drugs, contact lenses, misbranded dietary supplements);

b. Noxious food items - Food which contains any prohibited substances or substances in excess of permitted proportions, adulterated food without fully informing Buyer at the time of sale of the nature of the transaction;

c. Non-pasteurised dairy products;

d. Wild mushrooms; and

e. Any other food items hazardous to human health.

(xiii). Food not falling into the Prohibited Food category above must adhere to these minimum standards and

guidelines:

a. Expiration dates – all food items must be clearly and properly labelled with an expiration or “use by” date. Expired food items must not be listed.

b. Sealed containers – all food and related products sold on the Site should be packaged or sealed to

ensure that Buyer can identify evidence of tampering or defect; and

c. Perishable food items - Sellers who list perishable items should clearly identify in the item

description the steps that they will take to ensure that the goods are properly packaged.

xiv. Government or Police related items such as badges, insignia or uniforms

xvv. Human parts or remains

xvi. Lock-picking devices

xvii. Lottery tickets

xviii. Pesticides

xviiii. Potentially infringing items: Items including but not limited to replicas, counterfeit items, and unauthorized copies of a product or item which may be in violation of certain copyrights, trademarks, or other intellectual property rights of third parties.

xx. Services: Unless expressly allowed by We4Share, the provision of services, including but not limited to services that are sexual, illegal in nature or in violation of the Terms of Service, are prohibited on We4Share’s platform.

xxi. Slot machines

xxii. Recalled items

xxiii. Shares, stock, other securities and stamps

xxiv. Tobacco or tobacco-related products, including without limitation electric cigarettes/e-juices that contain nicotine;

xxv. Obscene, seditious or treasonous materials

xxvi. Publications, books, films, videos and/or video games that do not comply with applicable laws in the country of sale and/or delivery

xxvii. Stolen goods

xxviii. Mislabeled goods; and

xxix. Any other items that are, or that contain components that are (i) illegal or restricted in the jurisdiction of the Buyer and/or the Seller or which otherwise encourage illegal or restricted activities, or (ii) determined by any governmental or regulatory authority to pose a potential health or safety risk.

If the Customer/Buyer sees a listing that violates We4Share’s policies, they are to report it by clicking the “Report this Product” or “Report this User” button from the drop-down menu in the product or the user page. When a policy violation occurs, an email, system message and push notification will be sent to the Seller to let them know that the listing has been removed from our Website. We will also send a push notification to Buyer of said listing. You are responsible for ensuring that your phone settings allow you to receive push notifications.

15. Dispute Resolution

This Agreement is governed by Malaysian law. Where we are in disagreement regarding any matter, we will first

try to find an amicable solution to our disagreement. If this fails, either party may refer the matter to arbitration

at the Asian International Arbitration Centre in accordance to Arbitration Act 2005 and Arbitration (Amendment)

(No. 2) Act 2018.



16. Miscellaneous

A. The Agreement will prevail over any other agreement, terms or conditions regarding the subject matter

and pre-contractual negotiations.

B. Upon the occurrence of any event of Force Majeure which includes any epidemic or pandemic, We4Share

may, at its option, fully or partially suspend delivery/performance of its obligations hereunder while such

event or circumstance continues. If any of the events of Force Majeure will continue for a period exceeding

one (1) month, We4Share may notify Seller that it will terminate the Agreement.

C. All stamp duty and registration fees (if any) in respect of the Agreement will be fully borne and paid by Seller.