JAGA COMMUNITY SERVICES | JaGaAds
TERMS AND CONDITIONS
The following terms and conditions (“Terms and Conditions”) together with any and all associated JaGa Community Services Forms (“Services Form”), which shall be taken, construed and form part of a legally-binding agreement (“Agreement”) between Red Ideas Sdn. Bhd. (1048902-M) (“JaGaSolution”), and the party named as the Committee in the Services Forms (the “Committee”), and governs the latter’s participation in the JaGa Community Services Program (“JaGa Community Services”) and JaGaAds Program (“JaGaAds”) at the property specified in the same form (“Property”).
As its business evolves, JaGaSolution may modify or make changes to the these Terms and Conditions, from time to time, and in its sole discretion by posting any such changes online (http://jagaapp.com/terms/) or by sending an email to the address provided to JaGaSolution in the applicable JaGa Services Form. The revised Terms and Conditions shall become effective as of the date it is uploaded on the website (http://jagaapp.com/), unless JaGaSolution specifies a different effective date.
This Agreement including the Terms and Conditions shall become effective upon an authorised representative of the Committee signing the first JaGa Services Form for its participation in the JaGa Community Services and/or JaGaAds. If the Committee continues to participate in the JaGa Community Services and/or JaGaAds following JaGaSolution’s posting of the revised Terms and Conditions on its website, the Committee: (a) agrees to be bound by the revised Terms and Conditions under this Agreement; (b) acknowledges and agrees that it has independently evaluated the desirability of participating in the JaGa Community Services and/or JaGaAds and is not relying on any representation, guarantee or statement other than as expressly set forth in this Agreement; and (c) represents and warrants that it is lawfully able to enter into this Agreement and shall remain in compliance with the same. If this Agreement is being agreed to by a company or other entity, then the person agreeing to this Agreement on behalf of the Community represents and warrants that he or she is authorised and lawfully able to bind the Committee to this Agreement. If you do not agree with these Terms and Conditions (including any revised Terms and Conditions), your only recourse is to stop participating in the JaGa Community Services and JaGaAds, after which the provisions of this Agreement shall apply in consequence of such termination.
2.1 The JaGa Community Services is an exclusively curated suite of out-of-home and outdoor community enhancement services offered to residents, tenants and third-party guests with authorised access (“Users”) to the private communities using the JaGaSolution Platform, with potentially attractive revenue-sharing opportunities to eligible participating communities.
The JaGaAds is an out-of-home and outdoor community messaging service and branding program offered at selected private communities using the JaGaSolution Platform, which includes the Property, that allow the Committee to:
(a) effectively engage Users at the Property with approved community messages from the Committee or other authorised third parties; and
(b) to carry out the placement and display of curated brand presences and other advertising content in the form of branding campaigns (“Campaigns”) by approved third party brands and advertisers (“Branding Partners”) at the Property in accordance with the applicable JaGa Services Form.
2.3 JaGaAds Campaigns
To participate in the JaGaAds and conduct Campaigns at the Property, the Committee must complete and execute the applicable JaGa Services Form, specifying the details of each Campaign to be conducted at the Property, including, inter alia, any or all of the following:
(a) the duration of a Campaign to be conducted (“Campaign Duration”);
(b) the commencement and end dates of a Campaign;
(c) the designated area(s) on the Property that may be used for the placement and display of Branding Content (“Campaign Sites”);
(d) the advertising structures or spaces to be used for the placement and display of Branding Content at Campaign Sites on the Property, including but not limited to:
(i) existing infrastructure and fixtures that are affixed, installed at or otherwise located on the Property such as, street furniture, pedestrian benches, traffic signs, street lamps, waste receptacles, automated barrier gates or traffic arm barriers located at the entrance and exit points of the Property, outdoor parasols and gazebos; and/or
(ii) new structures or fixtures exclusively provided and owned by JaGaSolution to be deployed and installed at the Property, including but not limited to, digital billboards, storage lockers and other display signage (“JaGa Media Vehicles”),
(collectively referred to as “Media Vehicles”);
(e) the type of Branding Content of the Branding Partner agreed to be placed and displayed pursuant to a Campaign, including:
(i) the format and medium of the Branding Content, which for example may include, posters, banners, buntings etc;
(ii) the quantity of any Branding Content, if any, to be placed or displayed at each Campaign Site at the Property; and/or
(iii) the timeframe within which the Branding Content specified in the JaGa Services Form is to be deployed, installed or otherwise displayed at each Campaign Site at the Property;
(f) the particulars and contact information of the Branding Partner with respect to a Campaign;
(g) any applicable revenue-sharing arrangements, if any, between the Parties for a Campaign; and
(h) any other arrangements agreed between the Parties in relation to a Campaign.
2.4 JaGaSolution may develop and offer new types of JaGa Media Vehicles or branding arrangements under the JaGaAds, which we may bring to the Committee’s attention, from time to time, in relation to proposals of new Campaigns to be conducted at the Property.
2.5 The Committee may participate in additional Campaigns for the placement and display of Branding Content of other Branding Partners at the Property, from time to time, by executing additional JaGa Services Forms, which shall contain other terms and conditions applicable to the new Campaigns to be conducted.
3.1 JaGaSolution shall arrange for the deployment and installation of all Branding Content and/or JaGa Media Vehicles (if any) with respect to each Campaign to be conducted at the Property within the agreed time frame (if any) specified in the relevant JaGa Services Form between the Parties.
3.2 Unless otherwise agreed to by the Parties in contrary to any JaGa Services Form, all Branding Content specified in any JaGa Services Form to be installed and displayed at the Property pursuant to any Campaign shall be fully borne by JaGaSolution, and be rendered in accordance with any drawings or specifications provided by JaGaSolution to the Committee, if any.
3.3 The Parties agree that in the course of deploying and installing any Branding Content and/or JaGa Media Vehicles for a Campaign at the Property, JaGaSolution shall retain the right to use its own contractors to carry out such installation works without requiring the prior approval of the Committee, provided always, that reasonable notice of the same shall be given to the Committee before carrying out any such work at the Property.
4.1 The Committee grants to JaGaSolution and its authorised employees, agents, consultants, contractors and service providers, the right of access to the Property and Campaign Sites at any reasonable time during the Term of this Agreement to carry out repairs, alterations and general maintenance of the JaGa Media Vehicles and to perform any other activities incidental or ancillary to the display of Branding Content at the Property, provided that JaGaSolution shall notify the Committee at least seven (7) Business Days prior to the commencement of any of the foregoing activities described above.
4.2 The Parties agree to promptly come up with other appropriate arrangements if they anticipate that any repairs or maintenance work to be conducted under Clause 4.1 may potentially impede normal traffic flow in and out of the Property or otherwise cause undue disturbance to the Users of the Property.
5.1 The Committee shall arrange for and provide a continuous supply of electrical power to any Media Vehicle used in a Campaign at the Property that requires an electrical power source to function and operate, and shall be responsible for the costs of all electrical power used in the operation and maintenance of all such Media Vehicles used for Campaigns at the Property under this Agreement. The Committee shall be solely responsible for arranging of any supply of an electrical power source to each Campaign Site at the Property at which such Media Vehicles are deployed and installed under any JaGa Services Form or otherwise under this Agreement.
5.2 The Parties acknowledge and agree that JaGaSolution shall not be responsible for any interruption to the electrical power supply to any Media Vehicles at the Property, which may affect the display of any Branding Content under a subsisting Campaign.
6.1 JaGaSolution and its media partners shall in its sole discretion, and at its own cost and expense:
(a) render any repair or maintenance work on defective, inoperable or faulty JaGa Media Vehicles used in a Campaign at the Property under this Agreement; and
(b) replace any Branding Content under any Campaign that has been degraded or otherwise have been rendered illegible from wear and tear by action of weather,
PROVIDED ALWAYS, the Committee is not responsible, whether directly or indirectly, for any damage caused to any JaGa Media Vehicles at the Property.
6.2 The Parties agree that the Committee shall use reasonable efforts to ensure that:
(a) any Branding Content displayed at the Property pursuant to a Campaign shall not be removed, defaced or otherwise rendered illegible by Users of the Property, or any third party having access to the Property and/or Campaign Sites; and
(b) any JaGa Media Vehicle deployed and installed at the Property shall not be improperly used, damaged or otherwise succumb to any circumstance under the control of the Committee or its agents, which may render inefficacious any Branding Content placed and displayed at the Property pursuant to a Campaign under this Agreement.
All Branding Content specified in a JaGa Services Form to be placed and displayed at applicable Campaign Sites on the Property for a Campaign under this Agreement shall be provided by JaGaSolution or its Branding Partners at no cost to the Committee. Unless otherwise agreed between the Parties in the relevant JaGa Services Form, a minimum of thirty (30) Business Days shall be required prior to the Campaign commencement date specified in the relevant JaGa Services Form for the production of all Branding Content to be used in a Campaign. For the avoidance of doubt, Clause 7 provides only for the production of Branding Content and does not include the deployment and installation of such Branding Content at the Property.
8.1 In the event that:
(a) any Campaign Site on the Property specified in a JaGa Services Form:
(i) becomes permanently or temporarily unavailable during any part of the Campaign Duration for the placement and display of any Branding Content; or
(ii) becomes excessively burdensome to secure, unsafe or otherwise unsuitable in any way;
(b) for any reason, JaGaSolution changes or terminates the placement of Branding Content at a specific Campaign Site or ceases to use any specific Campaign Site at the Property,
JaGaSolution shall have the right to display any affected Branding Content at an acceptable replacement location on the Property, which will then be the substitute Campaign Site under the applicable JaGa Services Form, provided always, the Parties have reached mutual agreement in relation to the same with all the terms and conditions of this Agreement prevailing.
8.2 If the Parties cannot agree on another acceptable replacement location on the Property within fifteen (15) business days after notice by one Party to the other on the occurrence any event described in Clause 8.1 (“Notice Period”), this Agreement or the applicable JaGa Services Form in connection with the affected Campaign and/or Campaign Site, may at the election of JaGaSolution be terminated, with such termination to be effective ninety (90) days after the expiry of the Notice Period.
9.1 Subject to the terms and conditions specified in the relevant JaGa Services Form between the Parties, JaGaSolution shall be responsible for invoicing and collection of all relevant branding and advertising revenue fees from its Branding Partners for any and all Campaigns conducted at the Property. JaGaSolution shall pay the Committee its agreed share of the revenue under this Agreement within forty-five (45) days at the end of the month in which the branding fees are to be collected from the relevant Branding Partners. For the avoidance of doubt, a revenue-sharing arrangement between the Parties for a Campaign at the Property shall not be mandatory and this Clause 9 shall only apply if any such arrangements has been agreed between the Parties in the relevant JaGa Services Form(s).
9.2 The calculations for any amounts under a revenue-sharing arrangement between the Parties with respect to a Campaign carried out at the Property shall be documented in each JaGa Services Form referencing that specific Campaign in accordance with Clause 2.3(g).
9.3 In the event that any Media Vehicle at the Property under the control or operation of the Committee becomes unavailable for the display of the Branding Content under a Campaign, for any reason including the disruption to the power supply described in Clause 5, for a period in excess of seven (7) days, JaGaSolution shall not be obliged to pay the Committee its share of revenue for the affected period, if any, and in its sole discretion may refuse and/or reduce payment of the agreed revenue share depending on the extent and severity of the foregoing downtime experienced.
10.1 The Committee acknowledges and agrees that any and all intellectual property rights which subsist in or arise in connection with the JaGa Community Services, JaGaAds, Branding Content and/or JaGa Media Vehicles for any Campaign pursuant to any JaGa Services Form between the Parties or otherwise in accordance with this Agreement, belong exclusively to JaGaSolution, its affiliates and licensors, and/or its Branding Partners, or their respective licensors, as the case may be.
10.2 The Committee agrees that JaGaSolution may, during the Term of this Agreement and after its termination or expiry, include the names of the Property and/or the Committee (including any trade name, trademark, service mark and logo) and any Campaign carried out between the Parties on JaGaSolution’s customer list and in its marketing materials, web site and sales presentations solely for its business development and marketing purposes only.
11.1 The Committee represents and warrants:
(a) that it has the full legal authority, right or power enter into this Agreement and to execute any associated JaGa Services Forms and to be bound by these Terms and Conditions;
(b) that all information and material provided to JaGaSolution in any JaGa Services Form for its participation in the JaGa Community Services and/or JaGaAds under this Agreement is correct, accurate, not misleading and current;
(c) that it is legally authorised to act on behalf of the Users of the Property for the purposes of this Agreement and any arrangements contemplated within or in conjunction with it; and
(d) that it has complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including without limitation any relevant data protection or privacy laws).
11.2 The Committee agrees to defend, indemnify, and hold harmless JaGaSolution, its affiliates, subsidiaries, and their respective employees, officers, directors, shareholders, agents, contractors, representatives and service providers (collectively, the “JaGaSolution Indemnitees”) from all claims, liabilities, losses, costs and expenses (including reasonable legal fees and disbursements) that may arise from or are a result from the Committee’s breach of Clause 11.1 or otherwise in contravention to any provision of this Agreement.
THE JAGA COMMUNITY SERVICES AND JAGAADS ARE PROVIDED BY JAGASOLUTION AND ITS AFFILIATE OR LICENSORS ON AN “AS IS” AND “AS AVAILABE” BASIS, WITHOUT ANY WARRANTY, REPRESENTATION OR GUARANTEE OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT, TITLE, COMPATIBILITY, SECURITY, ACCESSIBILITY AND ACCURACY. JAGASOLUTION DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY BRANDING CONTENT PROVIDED BY A BRANDING PARTNER OR OTHER THIRD PARTY UNDER THE JAGAADS, INCLUDING WITHOUT LIMITATION, ANY MATERIAL, INFORMATION, PRODUCT OR SERVICE ADVERTISED OR OFFERED IN ANY SUCH BRANDING CONTENT OR CAMPAIGN. WITHOUT LIMITING ANY OF THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, JAGASOLUTION AND ITS AFFILIATES OR LICENSORS SHALL HAVE NO OBLIGATION, LIABILITY OR RESPONSIBILITY IN CONNECTION WITH THE PLACEMENT, DISPLAY, OPERATION AND MAINTENANCE OF ANY BRANDING CONTENT OR MEDIA VEHICLES AT THE PROPERTY UNDER THIS AGREEMENT.
IN NO EVENT SHALL JAGASOLUTION, ITS AFFILIATES, LICENSORS AND THIRD-PARTY SERVICE PROVIDERS BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY AND STRICT LIABILITY), MISREPRESENTATION, RESTITUTION OR OTHERWISE, TO THE COMMITTEE, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGES, INCLUDING WITHOUT LIMITATION: (I) ANY LOSS OF BUSINESS OR PROFITS; (II) LOSS OR DEPLETION OF GOODWILL OR REPUTATION; (III) LOSS OF USE OR CORRUPTION OF DATA (BEING DATA LOST OR CORRUPTED IN THE COURSE OF TRANSMISSION VIA THE COMMITTEE’S SYSTEMS OR OVER THE INTERNET THROUGH NO FAULT OF JAGASOLUTION); (IV) COSTS OF PROCURING ANY SUBSITUTE GOODS OR SERVICES; AND/OR (V) ANY BUSINESS OR OPERATIONAL DISRUPTION OR WORK STOPPAGE EXPERIENCED AT THE PROPERTY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ANY JAGA SERVICES FORM ,THE JAGA COMMUNITY SERVICES AND JAGAADS, REGARDLESS OF WHETHER JAGASOLUTION HAS BEEN APPRISED OR ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING. UNDER NO CIRCUMSTANCES AND TO THE GREATEST EXTENT PERMITTED BY LAW, SHALL JAGASOLUTION AND ITS AFFILIATES OR LICENSORS, BE LIABLE TO THE COMMITTEE OR ANY THIRD PARTY FOR AN AMOUNT GREATER THAN THE AMOUNTS PAID TO THE COMMITTEE UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT TO WHICH SUCH LIABILITY MAY ARISE. THE FOREGOING LIMITATION OF LIABILITY (I) WILL NOT IN ANY WAY LIMIT THE COMMITTEE’S PAYMENT OBLIGATIONS, IF ANY, UNDER THIS AGREEMENT OR ANY JAGA SERVICES FORM; (II) IS CUMULATIVE AND NOT PER INCIDENT; AND (III) SHALL APPLY EVEN IF ANY REMEDY IN THIS AGREEMENT FAILS ITS ESSENTIAL PURPOSE OR REGARDLESS OF THE THEORY OR BASIS OF LIABILITY (INCLUDING BREACH OF CONTRACT OR TORT).
14.1 Subject to Clause 9 and in the event that there is a revenue-sharing arrangement between the Parties for a Campaign, which is documented in the relevant JaGa Services Form, the Committee acknowledges and agrees that JaGaSolution acts only as an intermediary between the Committee and the applicable Branding Partners with respect to any Campaigns carried out at the Property. JaGaSolution is not an agent for any Branding Partner and does not claim or offer any branding or advertising services under this Agreement.
14.2 JaGaSolution shall only be responsible to the Committee for any revenue-sharing payments received without restrictions from the applicable Branding Partners for Campaigns at the Property which constitute immediately-available funds to JaGaSolution. The Committee further acknowledges and agrees that:
(a) JaGaSolution and its affiliates shall have no liability or obligation to the Committee for any payments due under any JaGa Services Form or otherwise under this Agreement that remain unpaid by any Branding Partner with respect to any Campaign at the Property;
(b) it will only assert any claims directly against the relevant Branding Partner specified in the JaGa Services Form for any unpaid sums with respect to a Campaign at the Property, provided that JaGaSolution has made all reasonable efforts to collect any such unpaid sums; and
(c) it shall hold any of JaGaSolution Indemnitees harmless and indemnify them from any claims or liability related to such unpaid amounts.
The Parties acknowledge that JaGaSolution shall make commercially reasonable efforts to bill, collect and clear payments from Branding Partners on a timely basis for all Campaigns conducted at the Property. JaGaSolution reserves the absolute right to not make or withhold any payments due to the Committee, provided always, that the Committee does not violates any provisions of this Agreement.
14.3 The Committee acknowledges and agrees that JaGaSolution has entered into this Agreement in reliance upon the limitation of revenue liability contained in this Clause 14, which forms an essential basis of the Agreement between the Parties.
15.1 The Committee agrees to indemnify, defend, and hold harmless the JaGaSolution Indemnitees and any applicable third party service providers including, but not limited to, Branding Partners in the JaGa Community Services and/or the JaGaAds, for and from any claims, liabilities, losses, costs and expenses (including reasonable legal fees and disbursements) resulting from or arising out of:
(a) any acts or omissions, or breach of this Agreement by the Committee (including any representations and warranties set forth above in Clause 11;
(b) any content or subject matter of any Campaign or Branding Content; and/or
(c) any violation of any applicable laws, rules, regulations, industry guidelines or policies with respect to the JaGa Community Services, JaGaAds or any Campaign carried out at the Property.
This Agreement including any associated JaGa Services Form(s) is non-exclusive and shall not prevent JaGaSolution from entering into similar agreements with third parties, including other partners within the same geographic location as the Property to implement the JaGa Community Services.
The Committee agrees not to contact or communicate with any Branding Partner for the placement and display of branding or advertising material at the Property other than any Branding Content pursuant to JaGa Services Form without first obtaining the express written consent of JaGaSolution.
18.1 The Committee acknowledges that it may receive during the course of this Agreement, whether directly or indirectly, information, material and data from JaGaSolution and/or Branding Partners, that relates to the JaGa Community Services, JaGaAds, JaGa Services Forms, marketing and promotion plans and/or otherwise any other information reasonably intended to be kept in confidentially, whether any of the foregoing is marked as “Confidential” or not (“Confidential Information”). The Committee agrees:
(a) not to disclose, use, transmit, inform or otherwise make available to any entity, person or body of the Confidential Information, except to the extent necessary to preforming its obligations under this Agreement;
(b) to restrict access to the Confidential Information to employees, officers, advisors, agents and other representatives who have demonstrated a specific need to have access to any Confidential Information to carry out its obligations under this Agreement;
(c) protect such Confidential Information from unauthorised use and disclosure to the same extent that it protects its own Confidential Information, but in any event, using no less than a reasonable degree of care; and
(d) shall forthwith report to or notify JaGaSolution of any actual or suspected breach of this Clause 18 and shall take all reasonable steps to promptly cease, prevent, control and/or remedy such breaches.
18.2 The confidentiality obligations in this Clause 18 shall not apply to any information, material or data which:
(a) at the time of disclosure, is or becomes generally available to the public;
(b) was disclosed to the Committee on a non-confidential basis from a third party without violation of any contractual or legal obligation by such third party to JaGaSolution;
(c) was independently-developed by the Committee without use, access or knowledge of the JaGaSolution’s Confidential Information;
(d) received by the Committee from JaGaSolution that has been approved for disclosure; and/or
(e) is required to be disclosed by any applicable law or regulation.
19.1 Unless terminated earlier, this Agreement shall begin on the Commencement Date specified in the applicable JaGa Services Form for the JaGaAds and shall continue for the term set out in the same (the “Term”). For the avoidance of doubt and subject to Clause 19.4, each Term shall correspond to the duration set out in each respective JaGa Services Form or otherwise in accordance with the Campaign Duration, whichever is longer. For example, if there are three Campaigns at the Property, with different Campaign Durations, the Term of this Agreement with respect to the JaGaAds, shall be the end date of the latest Campaign Duration.
19.2 A Party may terminate this Agreement or a JaGa Services Form by giving the other Party ninety (90) days written notice, after which the following events shall take place:
(a) each Party shall cease using each other’s corporate name and logo, and cease to make any reference to the JaGa Community Services, JaGaAds and/or Campaign;
(b) JaGaSolution after giving reasonable prior written notice to the Committee or in accordance with some other written arrangement between the Parties, shall organise for the prompt removal of all Branding Content, JaGa Media Vehicles and/or related material located or installed at the Property pursuant to any Campaigns or otherwise under the JaGaAds;
(c) JaGaSolution will remit all undisputed amounts owed under Clause 9 to the Committee within forty-five (45) business days from the date of termination; and
(d) Clauses 17, 18 and 19 shall survive termination and remain in effect.
19.3 The Committee may in writing request for JaGaSolution to temporarily suspend any running Campaign at the Property pursuant to a JaGa Services Form, which shall include the reasons underlying the request made. If a suspended Campaign is not subsequently resumed within fourteen (14) Business Days from the date of the suspension, JaGaSolution may consequently deemed that JaGa Services Form for that Campaign to have been cancelled by the Committee unless there are other Campaigns at the Property or otherwise agreed to by the Parties in writing to the contrary, the termination provisions in Clause 19.2 shall apply accordingly as if this Agreement had been terminated.
19.4 Notwithstanding anything to the contrary contained in this Agreement, these Terms and Conditions shall continue in effect so long as there remains an active JaGa Services Form between the Parties for any Campaigns at the Property. Upon the expiration or termination of this Agreement, or in relation to any terminated or completed JaGa Services Form, any provisions of the Agreement which are intended or reasonably expected to survive, shall so survive such termination or expiry as the case may be.
20.1 This Agreement, including these Terms and Conditions and all associated JaGa Services Form(s), constitute the entire agreement of the Parties and supersedes any and all prior oral or written agreements or understandings between the Parties with respect to the JaGa Community Services and/or JaGaAds.
20.2 Any notice given by one Party to the other under this Agreement will be sufficiently served or made if sent by email, post or facsimile transmission to the address set out in the relevant JaGa Services Form. The Committee shall be deemed to have received such notice of any updates made to these Terms and Conditions within two (2) business days of the notice being sent by e-mail or made available on our website (http://jagaapp.com/terms/).
20.3 The Parties to this Agreement are independent contractors and nothing in any JaGa Services Form or these Terms and Conditions shall create, or be deemed to create a partnership, joint venture or relationship of principal and agent between JaGaSolution and the Committee.
20.4 A waiver by any Party of the obligations of the other Party under this Agreement will not prevent the subsequent enforcement of that party’s rights and will not be treated as a waiver of any kind.
20.5 The Parties’ rights and obligations will bind and inure to the benefit of their respective successors, heirs, executors and joint administrators and permitted assigns.
20.6 If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way.
20.7 The Committee may not assign this Agreement without the prior written consent of JaGaSolution. JaGaSolution may freely assign this Agreement in connection with any corporate reorganization, share purchase, merger, or sale of all or substantially all of the business and assets associated with the subject matter of the Agreement.
20.8 Neither termination nor expiry of this Agreement will affect the accrued rights and liabilities of the Parties at the time of termination or expiry. All indemnities given by the Committee will survive termination or expiry of this Agreement and termination or expiry will not affect the Committee’s obligations to comply with the provisions of this Agreement.
20.9 This Agreement shall be governed and construed in accordance with the laws of Malaysia, and the Parties agree to submit to the exclusive jurisdiction of the courts of Malaysia and/or Asian International Arbitration Centre, Kuala Lumpur.
(Updated on 21 February 2020)