Vending Machine

TERMS AND CONDITIONS

1. Acceptance of Terms

The following terms and conditions (“Terms and Conditions”) together with any and all associated JaGa Community Services Forms (“Services Form”), which shall be taken, construed and form part of a legally-binding agreement (“Agreement”) between Red Ideas Sdn. Bhd. (201301019072) (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 Vending Machine (“Vending Machine”) at the property specified in the same form (“Property”).

As its business evolves, JaGaSolution may modify or make changes to these Terms and Conditions, from time to time, and in its sole discretion by posting any such changes online (website) 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 (website), 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 Vending Machine. If the Committee continues to participate in the JaGa Community Services and/or Vending Machine 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 Vending Machine 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 Committee 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 your participating in the JaGa Community Services and/or Vending Machine, after which the provisions of this Agreement shall apply in consequence of such termination.

2. JaGa Community Services Program

2.1 The JaGa Community Services 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.

2.2 Vending Machine

The Vending Machine is an on-premise automated food and beverages vending machine filled with varieties food and beverages that JaGaSolution is offering in collaboration with SmartRetail Sdn Bhd and Vechnology Sdn Bhd (“vendor”), in the form of automated vending machine placed at the Property, to provide Users with a fast, convenient, economical, hygienically, and instant food and beverages after a certain amount of money has been put into the vending machine.

2.3 Implementation of Vending Machine at the Property

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

(a) which vendor’s Vending Machine;

(b) the number of Vending Machine to be placed at the Property;

(d) the term for the implementation of Vending Machine at the Property under this Agreement; and

(e) any other arrangements agreed to between the Parties in relation to implementation of Vending Machine at the Property.

2.4 The Committee may extend or add the Vending Machine of the same vendor at the Property, subject to the availability of the Vending Machine, from time to time, by executing additional JaGa Services Forms, which shall contain other terms and conditions applicable to the new or additional arrangements with respect to Vending Machine at the Property.

2.5 The Committee shall at their best effort to keep the Vending Machine free from vandalism and/or damages.

3. Delivery, Deployment and Installation

3.1 JaGaSolution shall arrange for the deployment and installation of the Vending Machine 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, the Vending Machine specified in the JaGa Services Form to be installed at the Property shall be fully borne by the Committee’s selected vendor or its third party service providers, with no additional costs to the Committee.

3.3 The Parties agree that in the course of deploying and installing the Vending Machine at the Property, selected vendor and/or 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. Right of Access to Property

4.1 The Committee grants the selected vendor’s authorised employees, representatives and crews the right of access to the Property every day during the Term of this Agreement to carry out manual cleaning and sanitizing the machine; and to refill the food and beverages including public holidays.

4.2 The Committee grants to JaGaSolution and its authorised employees, agents, consultants, contractors and third-party service providers (including the authorised representatives and agents of selected vendor), the right of access to the Property at any reasonable time during the Term of this Agreement to carry out repairs and/or service of the Vending Machine, and to perform any other activities incidental or ancillary to the operation of the Vending Machine at the Property, provided that JaGaSolution shall notify the Committee at least one (1) Business Day prior to the commencement of any of the foregoing activities described above.

4.3 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 4.2 may potentially impede normal traffic flow in and out of the Property or otherwise cause undue disturbance to the Users of the Property.

5. Electric Power Supply

5.1 The Committee shall arrange for and provide a continuous supply of electrical power to the Vending Machine deployed and installed at the Property under this Agreement 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 the Vending Machine at the Property 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 Vending Machine at the Property, which may affect the use and/or purchase of the Vending Machine and/or food and beverages by Users at the Property.

6. Maintenance of Vending Machine

6.1 JaGaSolution shall in its sole discretion:

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

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

PROVIDED ALWAYS, the Committee is not responsible, whether directly or indirectly, for any damage or harm caused to the Vending Machine deployed and installed at the Property.

6.2 The Parties agree that the Committee shall use reasonable efforts to ensure that:

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

(b) the Vending Machine 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 them inoperable or inaccessible to Users at the Property.

7. Intellectual Property

7.1 The Committee acknowledges and agrees that any and all intellectual property rights which subsist in or arise in connection with the JaGa Community Services and/or Vending Machine pursuant to the JaGa Services Form between the Parties or otherwise in accordance with this Agreement, belong exclusively to JaGaSolution, its affiliates and licensors, and/or selected vendor, or their respective licensors, as the case may be.

7.2 The Committee further 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) with respect to the Vending Machine deployed and installed at the Property on JaGaSolution’s customer list and in its marketing materials, web site and/or sales presentations solely for its business development and marketing purposes only.

8. Representations and Warranties

8.1 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 Form and to be bound by these Terms and Conditions;

(b) that all information and material provided to JaGaSolution in the JaGa Services Form for its participation in the JaGa Community Services and/or Vending Machine 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).

8.2 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 8.1 or otherwise in contravention to any provision of this Agreement.

9. Disclaimer of Warranties

The JaGa Community Services and Vending Machine are provided by JaGaSolution and its affiliate or licensors on an “as is” and “as available” basis, without any warranty, representation or guarantee of any kind, whether express, implied, statutory or otherwise, including without limitation, any warranties of merchantability, fitness for a particular use or purpose, non-infringement, title, compatibility, security, accessibility and accuracy. JaGaSolution does not warrant, endorse, guarantee or assume responsibility for any Vending Machine deployed and installed at the Property by selected vendor under this Agreement including without limitation, any material, information, product or service advertised or offered in relation to the Vending Machine. 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 and/or responsibility in connection with the deployment, installation, operation and maintenance including inter alia, any claims, damages, losses, expenses, costs or liabilities whatsoever resulting from or arising directly or indirectly from the use of Vending Machine and/or consumption of the food and beverages at the Property under this Agreement.

10. Limitation of Liability

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 substitute 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/or Vending Machine, 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 amount 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).

11. Indemnity

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

(a) any acts or omissions, or breach of this Agreement by the Committee (including any representations and warranties set forth above in Clause 8; and/or

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

12. No Exclusivity

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.

13. Non-Solicitation

The Committee agrees not to contact or communicate with the selected vendor for the deployment and installation of the Vending Machine or otherwise to any other vending machine operators without first obtaining the express written consent of JaGaSolution.

14. Confidentiality

14.1 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 selected vendor, that relates to the JaGa Community Services, Vending Machine, JaGa Services Forms, marketing and promotion plans and/or otherwise any other information reasonably intended to be kept 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 performing 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) to 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 Clause 14 and shall take all reasonable steps to promptly cease, prevent, control and/or remedy such breaches.

14.2 The confidentiality obligations in this Clause 14 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.

15. Term and Termination

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

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

(a) JaGaSolution after giving reasonable prior written notice to the Committee or in accordance with other written arrangement between the Parties, shall arrange for the prompt removal of the Vending Machine deployed and installed at the Property; and

(b) Clauses 13, 14 and 15 shall survive termination and remain in effect.

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

16. Miscellaneous

16.1 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 Vending Machine.

16.2 Any notice given by one Party to the other under this Agreement shall 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 (website).

16.3 The Parties to this Agreement are independent contractors and nothing in any JaGa Services Form shall create, or be deemed to create, a partnership, joint venture or relationship of principal and agent between JaGaSolution and the Committee.

16.4 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.

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

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

16.7 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.

16.8 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.

16.9 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.