XOX_ePP_Terms_of_Use (1)

XOX ePP Terms of Use

XOX ePartnership Program (ePP) Terms of Use

1. INTRODUCTION

1.1 XOX Media Sdn Bhd (“XOX”, “we”, “us” or “our”) welcomes you to our XOX ePP, which is accessible

from our website at epp.xox.com.my (“Website”) and/or the Black App (“the App”) (collectively “the
Platform”) which provides a place and opportunity for the sale of goods between the registered
ePartner (“ePartner”, “you” or “Buyer”) and the seller (“Seller”) (collectively “Users” or “Parties”).

1.2 These Terms of Use (“Terms of Use”) governs User’s access and use of the Platform and the use of
any services, information and functions made available on the Platform (“Services”).

1.3 Please read the following Terms of Use carefully before accessing and/or using the Platform or opening
an account so that the ePartner are fully aware of the legal rights and obligations with respect to using
and/or accessing the Platform as the continued use of the Platform is governed by the following Terms
of Use.

1.4 These Terms of Use constitute the entire agreement between the ePartner and XOX and supersede
any and all preceding and contemporaneous agreements between us.

1.5 For the purposes of this Terms of Use, the reference to “ePartner” for now refers to ePartner as a
Buyer. The reference to “ePartner” may in future include ePartner as a Seller and in such event, all
applicable reference to “ePartner” shall be taken to be read and construed as a Seller in accordance
with this Terms of Use.

2. SCOPE OF TERMS OF USE

2.1 XOX reserves the right to change, add to, modify, suspend, remove or discontinue all or any part of this
Terms of Use, the Platform or the Services at any time at our sole and absolute discretion or upon
notice as required by local laws. In such instance, the XOX shall use best effort notify you of such
amendments or changes (including the effective date for the same) via an announcement to be
published on the main page of the Platform, and you shall thereafter be bound by such modified Terms
of Use. As such, it is your responsibility to regularly visit the Platform, view the Terms of Use and other
Policies, and keep yourself updated on any changes made to the same.

2.2 XOX may release certain Services or their features in a beta version, which may not work correctly or

in the same way the final version may work, and we shall not be held liable in such instances. XOX may
also impose limits on certain features or restrict your access to parts of, or the entire, Platform or
Services in its sole discretion and without notice or liability. You are deemed to be aware of and be
bound by any changes to the foregoing upon publication on the Platform.

2.3 We strongly recommend that, as you read this Terms of Use, you also access and read the linked
information. This Terms of Use will apply whenever you use and/or access the Platform and/or
Services, or when you use the tools we make available to interact with the Platform and/or Services.

2.4 By opening an account, you give your irrevocable acceptance of and consent to the terms of this Terms
of Use, including those additional terms and conditions and policies referenced herein and/or linked
hereto.

2.5 You agree to use the Platform and/or the Services at your own risk. XOX do not take any responsibility
or agree to indemnify you for losses you suffer arising from such use, and you irrevocably agree to hold
us harmless and indemnify us from any losses that you may suffer therefrom.

2.6 If you are a minor under the age of 18 (“legal age”) you must get permission from a parent or legal
guardian to open an account and that parent or legal guardian must agree and consent to this Terms
of Use. That parent or legal guardian must accept and comply with these Terms of Use on the minor's
behalf and shall be responsible for all the minor’s activities and/or actions, any charges associated with
the minor’s use of the Platform and/or Services or transactions made on the Platform. If you do not
have consent from your parent(s) or legal guardian(s), you must stop using/accessing this Platform
and/or Service.

XOX ePP Terms of Use

2.7 You must not access and/or use our Services or the Platform if you are not agreeable to any of the
Terms of Use.

2.8 These Terms of Use are to be read together with the following documents:
(a) BLACK Market Claim Policy;
(b) BLACK Market Privacy Policy; and
(c) All other policies published on the Platform from time to time.

3. THE ePARTNER MEMBERSHIP APPLICATION AND REGISTRATION

Application and Registration

3.1 In order to access and/or use certain Services on the Platform, you are required to register and hold
an ePartner membership account (“ePartner Membership”).

3.2 Registration as a ePartner member (“ePartner”) is free of charge, unless otherwise directed by XOX.

3.3 In your ePartner Membership application, you must comply with all the requirements and furnish all valid
documentations deem necessary by XOX. You warrant that all information provided by you during the
registration process is accurate, current and complete at all times. You undertake to immediately let us
know if there are any changes to the same.

3.4 You are aware in reliance on the contents and/or information of your application as ePartner, you
irrevocably agree that you shall indemnify and keep us indemnified and hold us harmless for any
expense, loss or damage that we may suffer arising from any inaccurate or false statement or
misrepresentation of facts submitted to us by you.

3.5 By applying to be an ePartner and subsequently opening an ePartnership Membership Account, you
give your irrevocable acceptance of and consent to these Terms of Use, including those additional
terms and conditions and policies referred herein and/or linked to.

Acceptance and Rejection of ePartner Membership

3.6 XOX reserves the right to accept or reject your application as ePartner at our sole and absolute
discretion.

Successful Registration as ePartner

3.7 On the successful registration as ePartner, you will receive an ePartner email login as your member ID,
which shall serve as our method of identifying you as a as ePartner Member on the Platform.

ePartner Membership Account (“Account”)

3.8 As a ePartner, you are solely responsible for for maintaining the confidentiality and security of your
Account information and password and for all activities that occur under your Account.

3.9 You must not share, assign, or permit the use of your Account, ePartner Member ID and/or password
with another person or third party. You agree to notify XOX immediately if you become aware of any
unauthorized use of your password or your Account or any other breach of security of your Account.
You may be held liable for losses incurred by XOX or by any other ePartner and/or Seller due to the
use of your Account or password, whether knowingly or unknowingly.

3.10 At all times, you shall not use any other password or Account other than those belonging to your
Account.

3.11 You shall ensure that your Account information is accurate and up-to-date.

3.12 You agree that all activities that occur under your Account will be deemed to have been authorized by
you. You are fully responsible for all activities that occur under your Account even if such activities or

XOX ePP Terms of Use

uses were not committed by you. XOX will not be liable for any loss or damage arising from unauthorised
use of your password or your failure to comply with this Section.

3.13 You acknowledge that sharing of your account with other persons, or allowing multiple users outside
of your business entity to use your account (collectively, "multiple use"), may cause irreparable harm to
XOX or other Users of the Platform. You shall indemnify XOX, our affiliates, directors, employees, agents
and representatives against any loss or damages (including but not limited to loss of profits) suffered
because of the multiple use of your account. You also agree that in case of the multiple use of your
Account or User’s failure to maintain the security of your account, XOX shall not be liable for any loss
or damages arising from such a breach and shall have the right to suspend or terminate Member’s
account without liability to the Users.

Suspension and Termination of ePartner Membership

3.14 Termination by the Company. The license for use of this Platform and the Services is effective until
terminated. This license will terminate as set forth under these Terms of Use or if you fail to comply
with any term or condition of these Terms of Use. In any such event, XOX may proceed suspend and/or
terminate your Account and/or your ePartner Membership with or without notice to you, if:
(a) you commit any prohibited conduct in violation of Section 4 below;
(b) were you have committed or are suspected to commit any wrongdoing/unlawful act or
where you have committed or are suspected of breaching or are anticipated to breach any
of these Terms of Use; and/or
(c) there are any other reasonable grounds as may be determined by XOX at its sole and
absolute discretion.

3.15 Termination by User. You may terminate your Account at any time by writing to us at
[email protected] provided that all sale and purchase transactions of any Product that are
currently in progress must be either be completed or cancelled.

3.16 Consequence of Termination. Termination of Account. Termination of your Account, either in by XOX
or by User will result in you losing:
(a) Your account information;
(b) Your sales information and/or shopping history;
(c) Your ePartner Member history; and
(d) All credits, points and/lor rewards (if any) accumulated

XOX’s rights upon Suspension/Termination of ePartner Membership

3.17 Upon suspension and/or termination of your Account for whatever reason, XOX reserves the right to
the following:

(a) Cancel, deduct or forfeit any or all credits, points and/lor rewards as may be available under
your Account;

(b) Cancel, deduct or forfeit any or all benefit which may be provided to your Account;

(c) Reject or disallow the access and/or use of any or all part of the Services and/or the
Platform;

(d) Where, in accessing and/or using the Platform and/or the Services or as a result of the
suspension and/or termination of your Account, any of your actions cause any damages or
losses to XOX, claim for compensation for damages or losses. You shall be liable for and
shall compensate XOX for all costs and expenses incurred or suffered.

Dormant Account and Reactivation

3.18 Your Account shall be deemed to be dormant (“Dormant Account”) in the event you fail to log in to the
Platform for a duration exceeding 180 days. In the event your Account is deemed dormant, the access
and/or use of the Platform and/or the Services may be restricted.

3.19 You will need to reactivate your Dormant Account in order for you to commence and continue using the
Services. In such event, you will need to go through XOX’s authentication and verification procedures
as determined by XOX.

XOX ePP Terms of Use

3.20 You acknowledge, consent to and agree that XOX may access, preserve and disclose your Account
information and if required to do so by law or pursuant to an order of a court or by any governmental or
regulatory authority having jurisdiction over XOX or in a good faith belief that such access preservation
or disclosure is reasonably necessary to:

(a) comply with legal process
(b) enforce these Terms of Use
(c) respond to claims that any Content violates the rights of third parties
(d) respond to your requests for customer service
(e) protect the rights, property, or personal safety of XOX ePP, its Users and/or the public.

4. PRIVACY

4.1 XOX do not sell your personal information (“Personal Data”) to third parties for their marketing purposes
without your explicit consent and only use your information as described in the Privacy Policy. XOX view
protection of user’s your privacy as a very important community principle. XOX understand clearly that
you and your information is one of our most important assets, and our member's confidentiality is
important to us. XOX store and process your information that are protected by physical as well as
technological security devices by our service providers. If you object to your information being
transferred or used in this way, please do not use our Services.

4.2 All Personal Data provided to us will be handled, stored, and processed according to XOX ePP Privacy
Policy which is set out at epp.xox.com.my (“Privacy Policy”). By accepting these Terms of Use, you
acknowledge that you have read and agree with the Privacy Policy and consent to our collection.

5. USE OF THE SERVICES AND/OR THE PLATFORM

Your Use of the Services and/or the Platform
5.1 As a condition of your use of the Services and/or access to the Platform, you agree to:

(a) Comply with all applicable laws and regulations and shall not conduct or take part in any
illegal activities, including but not limited to (i) committing fraud; (ii) distributing, sending or
facilitating the sending of any unsolicited electronic commercial messages, engage in any
form of spamming activities or using the Services to promote and facilitate any pyramid
schemes or the like; and

(b) Comply with these Terms of Use and Policies and/or other agreements as maybe updated
by XOX from time to time.

(c) The use of Personal Data. You shall not collect or post personal information about other
Members or other third parties, including email addresses, without their consent

(d) Act in good faith. Your conduct shall at all times be in accordance with good public order
and morals. You shall refrain from persistently raising complaints without any reasonable
grounds or justification, repeatedly cancelling or returning Products that are not particularly
defective or unsatisfactory without reasonable grounds or justification; or engaging in
behaviour which violates public order or is destructive to generally accepted customs or
norms.

5.2 As a User for the Services and/or the Platform, you agree not to:
(a) upload, post, transmit, reproduce, promote, facilitate or otherwise make available any
information that is false, inaccurate, misleading, unlawful, harmful, threatening, abusive,
harassing, alarming, distressing, tortuous, defamatory, vulgar, obscene, libelous, invasive of
another's privacy, hateful, or racially, ethnically or otherwise objectionable and/or contents
which infringe or misappropriate the Intellectual Property Rights or XOX or other third
parties;
(b) violate any laws, including without limitation any laws and regulation in relation to export

and import restrictions, third party rights or our Prohibited and Restricted Items policy;
(c) collect or post personal information about other ePartner Members or other third parties,

including email addresses, without their consent;
(d) use the Services to harm minors in any way;
(e) use the Services to impersonate any person or entity, or otherwise misrepresent your

affiliation with a person or entity;
(f) forge headers or otherwise manipulate identifiers to disguise the origin of any Content

transmitted through the Services;
(g) remove any proprietary notices from the Platform;

XOX ePP Terms of Use

(h) cause, permit or authorize the modification, creation of derivative works, or translation of
the Services without the express permission of XOX;

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

(j) use the Services for fraudulent purposes;
(k) manipulate the price of any item or interfere with other User’s listings;
(l) take any action that may undermine the feedback or ratings systems;
(m) attempt to decompile, reverse engineer, disassemble or hack the Services (or any portion

thereof), or to defeat or overcome any encryption technology or security measures
implemented by XOX with respect to the Services and/or data transmitted, processed or
stored by XOX;
(n) harvest or collect any information about or regarding other Account holders, including,
without limitation, any personal data or information;
(o) upload, email, post, transmit or otherwise make available any content that you do not have
a right to make available under any law or under contractual or fiduciary relationships (such
as inside information, proprietary and confidential information learned or disclosed as part
of employment relationships or under nondisclosure agreements);
(p) upload, email, post, transmit or otherwise make available any content that infringes any
patent, trademark, trade secret, copyright or other proprietary rights of any party;
(q) upload, email, post, transmit or otherwise make available any material that contains
software viruses, worms, Trojan-horses or any other computer code, routines, files or
programs designed to directly or indirectly interfere with, manipulate, interrupt, destroy or
limit the functionality or integrity of any computer software or hardware or data or
telecommunications equipment;
(r) interfere with, manipulate or disrupt the Services or servers or networks connected to the
Services or any other User's use and enjoyment of the Services, or disobey any
requirements, procedures, policies or regulations of networks connected to the Platform;
(s) take any action or engage in any conduct that could directly or indirectly damage, disable,
overburden, or impair the Services or the servers or networks connected to the Services;
(t) use the Services to intentionally or unintentionally violate any applicable local, state,
national or international law, rule, code, directive, guideline, policy or regulation including,
without limitation, laws and requirements (whether or not having the force of law) relating
to anti-money laundering or counter-terrorism;
(u) use the Services to violate the privacy of others or to "stalk" or otherwise harass another;
(v) infringe the rights of XOX , including any intellectual property rights and any passing off of
the same thereof;
(w) use the Services to collect or store personal data about other Users in connection with the
prohibited conduct and activities set forth above;
(x) list items which infringe upon the copyright, trademark or other intellectual property rights
of third parties or use the Services in a manner which will infringe the intellectual property
rights of others.

5.3 Any breach of the above provision may constitute an offence under Section 233 of the Communications
and Multimedia Act 1998. In the event such breach occurs, XOX will report the breach to the relevant
law enforcement authorities and appropriate legal action will be taken.

Suspension of Services

5.4 XOX may restrict or temporarily suspend the provision of all or part of the Services to you in the event
such Service are unable to be provided due to:
(a) maintenance work on the Platform;
(b) the occurrence of power or communications outage;
(c) technical problems on the part of our third party suppliers or partners;
(d) the occurrence of a natural disaster, act of terrorism or other force majeure events; and/or
(e) any other reason(s) that XOX may deem necessary for such suspension.

5.5 Upon the suspension of the Services, XOX may or may not post a notification on the Platform on the
suspension of the Services.

5.6 In the event of restriction or temporary suspension of the Services, XOX shall not be liable for any
damages or losses that you or any third party may suffer or sustain as a result of any restriction or
temporary suspension of any Services in accordance with the terms of these Terms of Use.

XOX ePP Terms of Use

Third Party Websites

5.7 Third party links provided throughout the Platform will let you leave the Platform. These links are
provided as a courtesy only, and the sites they link to are not under the control of XOX in any manner
whatsoever and you therefore access them at your own risk. XOX is in no manner responsible for the
contents of any such linked site or any link contained within a linked site, including any changes or
updates to such sites.

5.8 XOX is providing these links merely as a convenience, and the inclusion of any link does not in any way
imply or express affiliation, endorsement or sponsorship by XOX and/or XOX ePP of any linked site
and/or any of its content therein.

5.9 XOX shall have no liability whatsoever in the event the XOX posts any information provided by its
partners, or provides reference information or contents provided by a third party at the Platform or links
on the Platform for your convenience, and you visit such third party sites at your own risk.

6. SALE AND PURCHASE OF PRODUCTS

Registration

6.1 In accordance with Paragraph 3.1 above, the ePartner must register and create and Account on the
Platform.

Offer and Acceptance

6.2 The information and the details contained on the Platform do not constitute an offer for sale but rather
an invitation to treat (an invitation for a Buyer to make an offer to form a contract), and is not considered
a binding offer

6.3 It is only when the Buyer placed an Order and subsequently makes payment for the Product on the
Platform that constitutes the Buyer actually making an offer to purchase from the Seller, based on the
information and description of the Product applicable at the time of purchase.

6.4 Seller shall only be legally bound to do so when the Seller confirms acceptance of the Buyer’s offer. An
Order is deemed accepted and a binding contract is in place only when the status of an Order on the
Platform is updated to as ready for shipment.

6.5 Right to Cancel for Technical/Operational Errors. In the event of an electronic, computer, operational

and/or technical error affecting details and pricing of a Product or any promotion on the Platform, XOX
reserve the absolute right to rectify such error and/or cancel any Transaction which has been entered
into in reliance on the said error.

6.6 Compensation Limited to Refund of Price Paid. Buyer agree and understand that the remedy as a Buyer
in the event of any cancellation made is the refund of the amount paid by the Buyer in respect of any
such cancelled Transaction. Nothing in this Terms of User shall entitle you to further or additional
compensation, and you shall have no right to insist on the completion of the Transaction and/or delivery
of the Products under the Order.

Order of Products

6.7 To submit an Order, the Buyer will be required to follow the shopping process on the Platform. An Order
Confirmation will act as an acknowledgement of the Order placed and accepted by the Seller.

6.8 The Buyer is obligated to complete the transaction with the Seller and to be bound by any such
additional terms and conditions specified by the Seller on the Platform, unless:
(a) The Transaction is prohibited by law or these Terms of Use;
(b) A manifest error exists in the Product listing information which materially affects the terms
of the sale

6.9 An Order may be cancelled by Buyer at any time before acceptance of the said Order by the Seller.

XOX ePP Terms of Use

6.10 The Platform shall notify a Seller of all Orders made, and upon the Seller’s acceptance of an Order, the
status for the Transaction shall be reflected accordingly.

6.11 Where the Buyer have submitted an Order and made full payment for the same, if a Seller fails to confirm
acceptance of the Order within such period of time, you may request for the transaction to be cancelled
and a refund issued.

Price and Payment

6.12 For the time being, the Platform supports one or more of the following payment methods:
(a) Credit/Debit card,
(b) Online Banking
(c) Mobile Wallet

6.13 The above payment methods shall be in accordance with such terms and conditions as stated on the
Platform.

6.14 When making payment, Buyer must ensure and only use payment methods that are legally available,
and shall not fraudulently use any means of payment under another party’s name. Pursuant to the same,
XOX reserve the right to take all such actions to review any payment Transactions and where deemed
necessary, to suspend the processing of such Transactions until our investigations are complete. As a
Buyer, you agree to be responsible for all damages and losses suffered or sustained by XOX, the owner
of such payment methods and the Seller.

6.15 Where applicable, prices are inclusive of the applicable tax and are in Malaysian ringgit. Delivery costs
will be charged in addition where applicable; such additional charges are clearly displayed.

7. PAYMENT PROTECTION SERVICES

Mechanism of Payment Protection Services

7.1 XOX provides payment protection services (“Payment Protection Services”) to help create a safe and
reliable environment for Members to undertake e-commerce Transactions. Payment Protection
Services is an escrow payment service provided by XOX whereby any payment made by a Buyer for
the purchase of Product is withheld by XOX and only released to the Seller upon confirmation that
delivery of a Product has been made and such other appropriate criteria in order to protect the Buyer’s
interest. Payment Protection Services applies to all Products purchased on the Platform and is a free
service.

7.2 Under the Payment Protection Services, if the Buyer have purchased any Product and completed full
payment for the same, the Buyer may contact XOX, and XOX shall, upon the appropriate investigations
being made, refund the payment made by the Buyer for the Product, if and only if the Buyer:
(a) have not received the Product within the time period stated by the Seller in the Product
page; or

(b) have received a Product which is defective, significantly not as described or does not
materially conform to the product details as stated on the Platform;

7.3 The provision of Payment Protection Services by XOX does not make XOX a representative of a Seller
or a Buyer, nor does it mean that XOX is acting as a proxy for any Buyer or Seller in performing their
obligations in connection with any Transaction.

Cessation of Payment Protection Services

7.4 The Buyer’s entitlement under the Payment Protection Services is only until the Product purchased is
successfully delivered and accepted by the Buyer, shall be at any point of time before Purchase
Confirmation, being the updating of the status of a Transaction to reflect Purchase Confirmation.

7.5 Purchase Confirmation can be effected, either by way of:
(a) The Buyer accessing their Account on the Platform and clicking on the “Purchase
Confirmed”; or

XOX ePP Terms of Use

(b) The Buyer not taking active steps to confirm receipt of the Product and have not taken any
active steps to return the Product received or request for an exchange, you are deemed to
have effected Purchase Confirmation upon the expiry 7 days from the date of Shipping
Complete.

7.6 Once the status of a Transaction is changed to “Purchase Confirmed” on the Platform, protection for
the said Transaction under the Payment Protection Services will no longer be available to the Buyer,
and payment for the Product will be released to the Seller in accordance with our standard practice
and Policies.

8. DELIVERY OF PRODUCTS

8.1 Delivery of the Products shall be made to the address specified by the Buyer in the Order. The Buyer
agree to bear the risk for any Products wrongly delivered due to incorrect details provided.

8.2 All risk in the Product shall pass to the Buyer upon delivery. From the time when risk passes to the
Buyer, the Seller shall not be liable for any loss of or destruction to the Product.

9. CANCELLATION, RETURN, REFUND AND EXCHANGE

9.1 Please refer to the Claims, Return, Refund and Exchange Policy at epp.xox.com.my for further
information in relation to the obligations of the Seller and the Buyer in respect of cancellation, exchange,
returns and refunds of Products.

10. INCENTIVE

10.1 The amount payable by the Company to you for any Transactions completed through the Platform is
referred to as the Incentive Amount

10.2 Please ensure that your personal / business information with all required documents are uploaded as
well as Bank Account details are updated and accurate to be verified. (Payout will be held by Company
if documents are inaccurate).

10.3 The Incentive Payout Date to ePartner as below:
(a) On every 13th of the Month and
(b) On every 28th of the Month

10.4 Payout Date as stated is subjected to changes due to weekends and public holidays. Payouts to be
processed on working days.

10.5 Company will pay incentive to ePartner if Incentive Amount reaches RM10.00 and above by the next
coming Payout Date.

10.6 The payable Incentive Amount shall be calculated by deducting the Incentive Processing Fee.

10.7 The Incentive Processing Fee will be at minimum RM3.00. We may provisionally revise the Incentive
Processing Fee for certain ePartner from time to time.

Referral to XOX

10.8 In the event Disputing Parties are unable to resolve their Dispute within any time periods prescribed in
these Terms of Use and/or the Seller Agreement, either Disputing Party may submit such Dispute to
XOX for a final determination and resolution.

10.9 XOX shall have the full power, authority and discretion to make a final decision for such Dispute.

10.10 XOX shall review the evidence received from the Disputing Parties, and shall issue its final decision in
respect of the Dispute, taking into consideration commonly accepted principles and practices in the
relevant industries and the interests of the both parties. Disputing Parties agree to abide by and be

XOX ePP Terms of Use

bound by the Decision and in furtherance of the same, and expressly acknowledge and agree that XOX
shall be entitled to, in relation to the Dispute and the Decision.

10.11 Notwithstanding the aforementioned clauses, Disputing Parties acknowledge that XOX is not a judicial
or arbitration institution and will make the determinations only as an ordinary non-professional person.
XOX does not act as the agent of either of the Disputing Parties, but acts as facilitator for dispute
resolution. Consequently, the Parties agree not to hold XOX liable and shall waive any claim you may
have against XOX in respect of the Decision and the Dispute.

11. FEEDBACK

11.1 XOX welcomes information and feedback from our Users which will enable XOX to improve the quality
of service provided. Upon purchasing a Product, you may submit your review of such Product via the
feedback and review mechanism provided on the Platform. Any feedback, if anonymous or vague and
defamatory will not entertained.

11.2 The Buyer’s feedback on the level of satisfaction with the Product as well as experience with the Seller
will contribute to the Seller’s rating on the Platform. If the Buyer’s submit or post a review of a Product,
such review shall be made publicly available. The Buyer’s shall be solely responsible for the review given
and XOX is not responsible to ascertain whether any opinion expressed is true. As such, you should
ensure that any review posted is fair and not unlawful. You understand that Users affected by your
feedback will be fully informed of all facts and given the opportunity to put their case forward.

11.3 Notwithstanding the aforementioned, if XOX is of the view that your published review of the Product is
not appropriate for public disclosure or is defamatory or likely to violate the law or breach these Terms
of Use, XOX shall be entitled to delete such review at its sole and absolute discretion and without notice
to you.

12. INTELLECTUAL PROPERTY RIGHTS

12.1 XOX is the sole owner or lawful licensee of all the rights and interests in the Platform and its contents

(“Platform Contents”). All title, ownership and Intellectual Property Rights in the Platform and Platform
Contents shall remain with XOX, our affiliates or licensors of the Platform Contents, as the case may
be. All rights not otherwise claimed under these Terms of Use or by XOX are hereby reserved.

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

12.3 Users are welcome to link to the Platform from your website, provided that your website does not imply
any endorsement by or association with XOX. You acknowledge that XOX may, in its sole discretion
and at any time, discontinue providing the Services, either in part or, without notice.

12.4 You shall ensure that all content including without limitation listings, information, specifications,
photographs, and products for sale as supplied or provided by you on the Platform do not infringe or
violate trade mark rights, patent rights, copyrights, trade names, domain names, portrait rights, design
rights, utility models, trade secrets, know-how, confidential information, database rights, software
rights, semiconductor and/or circuit layout rights and all various other Intellectual Property Rights. You
shall also ensure that the use of such Intellectual Property Rights is with the prior, approval or consent

XOX ePP Terms of Use

of Intellectual Property Rights owner or intellectual Property Rights subsisting in any part of the world
belonging to third parties.

12.5 Users shall indemnify and hold harmless XOX and its directors and employees from all actions, claims
and demands which may be instituted or made against you arising from your use of Intellectual Property
Rights or violation of any applicable intellectual property laws.

12.6 Where you have received claims from a third party that your postings made on the Platform infringe or
violate the Intellectual Property Rights of any third party or the contents of such postings are open to
any other form of attack whether related or unrelated to a legal action, you shall to the furthest extent
possible exempt and not involve XOX, its directors and employees, and the Platform from and in such
claims.

12.7 If you post content or submit material to the Platform, and unless XOX indicates otherwise, you are
deemed to have a granted XOX a non-exclusive, royalty-free, perpetual, irrevocable and fully sub-
licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from,
distribute, and display such content throughout the world in any media.

13. DISCLAIMER

13.1 The Services are provided "as is" and without any warranties, claims or representations made by XOX
of any kind either expressed, implied or statutory with respect to the services, including, without
limitation, warranties of safety, quality or legality of products, performance, non-infringement,
merchantability, or fitness for a particular purpose, nor are there any warranties created by course of
dealing, course of performance or trade usage. Without limiting the foregoing and to the maximum
extent permitted by applicable law.

13.2 XOX does not warrant that the Services, the Platform or the functions contained therein will be available,
accessible, uninterrupted, timely, secure, accurate, complete or error-free, that defects, if any, will be
corrected, or that the Platform available are free of viruses, clocks, timers, counters, worms, software
locks, drop dead devices, trojan-horses, routings, trap doors, time bombs or any other harmful codes,
instructions, programs or components. You acknowledge that the entire risk arising out of the use or
performance of the Platform and/or the Services remains with you to the maximum extent permitted
by applicable law.

13.3 XOX has no control over and, to the maximum extent permitted by applicable law, does not guarantee
or accept any responsibility for: (a) the fitness for purpose, existence, quality, safety or legality of items
available via the services; or (b) the ability of vendors to sell items or of buyers to pay for items or that
buyer will actually complete a particular transaction. If there is a dispute involving one or more users,
such users agree to resolve such dispute between themselves directly and, to the maximum extent
permitted by applicable law, release XOX and its affiliates from any and all claims.

13.4 XOX cannot and does not guarantee continuous or secured access to the platform and its services,
and operation of the platform may be affected by numerous factors outside of XOX’s control. As such,
XOX shall not be responsible for unauthorized access to or alteration of your transmissions or data, any
material or data sent or received or not sent or received, or any transactions entered into through this
website. Specifically, you agree that the company is not liable or responsible for any threatening,
defamatory, obscene, offensive or illegal content or conduct of any other party or any infringement of
another's rights, including intellectual property rights. Specifically, you also agree that XOX is not
responsible for any content sent using the communication services and / or included in this website by
any third party. In no event shall XOX be liable for any special.

13.5 You understand and accept that the content displayed on this platform is provided without any
guarantees, conditions or warranties as to its accuracy. Unless expressly stated to the contrary and to
the fullest extent permitted by law, XOX and its suppliers, content providers and advertisers hereby
expressly exclude all conditions, warranties and other terms which might otherwise be implied by
statute, common law or the law of equity and shall not be liable for any damages whatsoever, including
but without limitation to any direct, indirect, special, consequential, punitive or incidental damages, or
damages for loss of use, profits, data or other intangibles, damage to goodwill or reputation, or the cost
of procurement of substitute goods and services, arising out of or related to the use, inability to use,
performance or failures of this platform and any materials posted thereon, irrespective of whether such
damages were foreseeable or arise in contract, tort, equity, restitution, by statute, at common law or

XOX ePP Terms of Use

otherwise. It shall be your responsibility to evaluate the accuracy, completeness and usefulness of any
information and provided, and use of the platform is solely at your own risk. XOX shall not be liable to
you either in tort, contract, negligence or otherwise for any loss, damage, injury or expense, howsoever
arising, out of or in connection with the supply or use of the products. Under no circumstances will XOX
be liable for any loss of profits, loss of data or for any other special, indirect, incidental or consequential
damages, whether foreseeable or unforeseeable, based on claims of a user or whether in action for
contract, breach of warranty, tort or otherwise.

14. FORCE MAJEURE

14.1 Under no circumstances shall XOX be held liable for any delay or failure or disruption of the content or
services delivered through the Platform resulting directly or indirectly from acts of nature, forces or
causes beyond our reasonable control, including without limitation, Impossibility of the use of public or
private telecommunications networks, Internet failures, computer, telecommunications or any other
equipment failures, electrical power failures, accidents, strikes, labor disputes, riots, insurrections, civil
disturbances, shortages of labor or materials, fires, flood, storms, tempest, explosions, acts of God, war,
governmental actions, health epidemics declared by authorities, orders of domestic or foreign courts
or tribunals or non-performance of third parties. In such event, XOX’s obligations shall be suspended
for so long as such force majeure event continues

15. NO WARRANTY

15.1 ALL MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND OTHER CONTENT
CONTAINED IN THE WEBSITE, OR FROM A LINKED SITE IS PROVIDED TO YOU "AS IS" WITHOUT
WARRANTY OR CONDITIONS OF ANY KIND, EXPRESS OR WHETHER IMPLIED, INCLUDING, BUT
NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY OR ACCURACY.
THE COMPANY HAS MADE REASONABLE EFFORTS TO POST CURRENT AND ACCURATE
INFORMATION ON THIS WEBSITE; HOWEVER, THE COMPANY ASSUMES NO RESPONSIBILITY
FOR ANY ERRORS, INACCURACIES OR OMISSIONS WHATSOEVER IN THE INFORMATION
PROVIDED IN THIS WEBSITE. UNDER NO CIRCUMSTANCES WILL THE COMPANY BE LIABLE FOR
ANY LOSS OR DAMAGE TO THE MEMBERS CAUSED BY RELIANCE ON INFORMATION OBTAINED
THROUGH THIS WEBSITE. IT IS THE USER’S RESPONSIBILITY TO EVALUATE THE ACCURACY,
COMPLETENESS OR USEFULNESS OF ANY INFORMATION PROVIDED AND USE OF THIS
WEBSITE IS SOLELY AT YOUR OWN RISK

16. INDEMNITY

16.1 You hereby indemnify and hold XOX, and our officers, directors, agents, subsidiaries, joint ventures and
employees, harmless from any claim or demand or damages, including all attorneys' fees incurred or to
be incurred, as a result of any claims, demands or proceedings, by any third party due to or arising out
of your breach of the terms and conditions of this Terms of Use and/or the Seller Agreement (as the
case may be), or your violation of any law or any rights of a third party.

17. GENERAL

Governing Law

17.1 These Terms of Use shall be governed by the laws of Malaysia. Any controversy, claim or dispute arising
out of or relating to these Terms of Use and/or the Seller Agreement and/or the Policies will be referred
to and finally settled by private and confidential binding arbitration before a single arbitrator held in
Malaysia and governed by Malaysian laws. The arbitrator shall be a person who is legally trained and
who has experience in the information technology and e-commerce industry in Malaysia and is
independent of either party. Notwithstanding the foregoing, XOX reserves the right to pursue the
protection of intellectual property rights and confidential information through injunctive or other
equitable relief through the courts.

Notices

17.2 Unless specified otherwise in these Terms of Use or by XOX, any notice, request, demand or other
communication to XOX under these Terms of Use shall be given or made in writing and delivered
personally or sent by prepaid registered post to the following address

XOX ePP Terms of Use

XOX Media Sdn Bhd

Level 8, 8.1, Menara Lien Hoe,
No. 8, Persiaran Tropicana,
Tropicana Golf & Country Resorts, 47410 Petaling Jaya,
Selangor, Malaysia.

All notices to you shall be effective if either delivered personally, by courier, email or where applicable,
on the Website. All agreements, notices and other communications that the XOX sends to you
electronically satisfies the legal requirement for communication to be in writing.

No Assignment

17.3 XOX shall have the right to assign and/or novate the Terms of Use or any part of the same to any person
or entity, by providing written notice to you which shall be posted on the Platform, and you hereby
irrevocably agree and consent to any such assignment and/or novation. You may not assign, in whole
or part, any of these Terms of Use to any person or entity.

Severability

17.4 If any provision of these Terms of Use and/or the Seller Agreement and/or the Policies is found to be
illegal, void or unenforceable under the law, these Terms of Use shall continue in force save that such
provision shall be deemed severed with effect from the date of such decision or such earlier date as
Company may decide or the parties may agree, as the case may be.

No Waiver

17.5 A failure by XOX to exercise or enforce any rights conferred upon it by these Terms of Use shall not be
deemed to be a waiver of any such rights or operate so as to bar the exercise or enforcement thereof
at any subsequent time or times

18. DEFINITIONS

18.1 In this Terms of Use:

“Account” means XOX ePP Account that ePartner will need to register on the Platform in order to
access/use the Services;

“Buyer” means an ePartner Member who purchases the Products through the Platform, subject to the
Terms and Conditions as herein contained;

“Member” means registered ePartner member

“Order” means means an offer to purchase a Product placed by a Buyer on the Platform in accordance
with these Terms of Use

“Platform” means collectively the XOX ePP whether accessed via Website or App or any applications
which we may own or operate from time to time

END OF TERMS OF USE
*Last updated: 04 December 2020 (Please refer to the latest version which will be updated online.)