Oneklix.com - SaaS affiliate platform

MERCHANT AGREEMENT

Agreement and Acceptance
1. This Merchant Agreement (this “Agreement”) (together with the documents referred to herein) sets out the terms and conditions between us, INDOLEADS PLATFORM SDN BHD (COMPANY NO. 1272815-A) of 19-11, Menara K1, Lorong 3/137C, Jalan Klang Lama 58000 Kuala Lumpur, Malaysia (“Oneklix”, “we”, “us” or “our”) and you, regarding your application to and participation in the affiliation programs on our platform, [*https://oneklix.com] (“Platform”), as a registered merchant.
2. You are advised to read all the terms and conditions in this Agreement (together with the terms and conditions in documents referred to herein) carefully before you register as a merchant and/or start to use and utilize our services through the Platform. By proceeding to register as a merchant, you agree that you have read, understood and agree to be bound by all the terms and conditions in this Agreement. If you do not agree with any terms and conditions hereunder, in whole or in part, please discontinue to register yourself as merchant and stop utilising or using our Platform immediately.
3. The Platform is owned and operated by INDOLEADS PLATFORM SDN BHD (COMPANY NO. 1272815-A) of 19-11, Menara K1, Lorong 3/137C, Jalan Klang Lama 58000 Kuala Lumpur, Malaysia and/or our associates’ company(ies) or any designated third party(ies) so deem fit at our absolutely discretion.
4. Upon your acceptance and agreement to register as merchant and create an Account (defined below), this Agreement constitutes a legally-binding agreement between us and you.
Definitions
1. “Account” means a registered account which you may be required to create if you wish to access and utilize the services and features of the Platform, including without limited to participate in any affiliation programs on the Platform, as a registered merchant;
2. “Additional Policies” means any and all other operating rules, policies, and/or guidelines in addition to this Agreement, that may govern the use of the Platform and/or any other matters related thereto and which is and shall be made known to you from time to time;
3. “Affiliate” means any individual or body corporate or person who has registered as an affiliate and created an Account to create Links and generate Leads by using and utilizing our services through the Platform;
4. “Commission Payment” means amount that will be paid to Affiliate for Leads which fulfilled the specific requirements, if any;
5. “Leads” means any person, or users that clicks on a Link to your Merchant’s site placed on the Affiliate’s site;
6. “Link” means hyperlink placed on the Affiliate’s site that, when clicked on, sends Leads to your Merchant’s site;
7. “Merchant”, “you” or “your” means any individual or body corporate or person who has registered as a merchant and created an Account to set up or participate in affiliation programs by using and utilizing our services through the Platform;
8. “Merchant’s site” means the website which display the Merchant’s brands, Products or Services OR website which display the Merchant’s affiliates or designated third party(ies)’ brands, Products or Services;
9. “Merchant Affiliation Program” means affiliation program set up, maintain and operate by the Merchant, through the Platform or any other related microsites of the Platform;
10. “Oneklix Affiliation Program” means affiliation program set up, maintain and operate by Oneklix for the Merchant, through the Platform;
11. “Password” means the password which you may be required to create, provide and use in order to create, access and use the Account;
12. “Platform” means the affiliation program platform on (i) the websites bearing the domain [*https://oneklix.com] and any other related microsites and/or mobile or web applications owned and operated by us which may or may not be of similar names; and (ii) any related or ancillary facilities or functions such as e-mails, text messages, newsletters, notifications or other communication or content; and
13. “Products” or “Services” means the products and/or services, as the case may be, offered and/or to be offered by the Merchant.
Registration and Eligibility
1. To register as a Merchant and to create an Account, you must be:
  1. an individual attained at least eighteen (18) years of age; or
  2. a valid commercial entity, organization, institution or such body corporate duly established under the applicable laws or regulations which you are subjected to.
2. By creating an Account and utilizing the services within the Platform, you represent, warrant and undertake that:
  1. you are an individual attained at least eighteen (18) years of age; or a valid commercial entity, organization, institution or such body corporate duly established under the applicable laws or regulations which you are subjected to;
  2. you have the authority and capacity to enter into, accept and be bound by all the terms and conditions in this Agreement;
  3. all data, information and details that you are required to submit and have submitted in order to gain full use of the Platform are true, correct and accurate; and that you will maintain the accuracy of the same;
  4. your use of the Platform does not violate any applicable laws or regulations which you are subjected to; and
  5. you have obtained all necessary and valid licenses, permits, approval and/or authorisation from all relevant authority(ies) or any third party(ies) to supply, deliver and/or provide the Product and/or Services (if applicable).
License to Access
1. In reliance to all your representations and undertakings contained in this Agreement, we hereby grant you a non-exclusive, non-transferrable and revocable license to use the Platform upon the terms and conditions as set forth in this Agreement PROVIDED ALWAYS THAT:
  1. you shall not copy, distribute or make derivative works of the Platform in any medium without our prior written consent;
  2. you shall not alter or modify any part of the Platform other than as may be reasonably necessary to use the Platform for its intended purposes; and
  3. you shall act in accordance with this Agreement and with all applicable laws or regulations which we and/or you are subjected to.
Platform Services
1. Our Platform has been developed and is operating to establish connection and arrangement between Affiliates and Merchants. Unless otherwise expressly stated herein or posted on the Platform, all affiliation relationships established between you, the Merchant and Affiliates, shall be conducted and managed through the Platform.
2. We may maintain a database of Affiliates who register through the Platform or Affiliates who may approach us, or they may be approached by us, or they may with a prospect of them participating to generate Links via affiliation program to promote your brands, the Merchant’s sites, Products and/or Services. You may gain tracking, reporting and issue Commission Payment through the Platform.
3. You may, through the Platform:
  1. develop, set up and offer your own affiliation program, Merchant Affiliation Program;
  2. participate in affiliation program to be developed and set up for you by Oneklix, Oneklix Affiliation Program;
  3. provide information necessary for the Affiliates to make Links from their affiliate site to the Merchant’s site;
  4. gain tracking of the Leads and successful conversion; and
  5. process and make payment of Commission Payment.
4. We do not perform preliminary or background assessments on the Affiliates. We do not provide any warranty, promise or even any indication about the quality of the Affiliate’s sites, the of content thereof or either the Affiliates in their ability to perform and deliver their any Leads.
5. We are not obliged to monitor the conducts of the Affiliates and/or the Affiliate’s sites and/or content submitted or offered by them on their respective Affiliate’s sites. The decision to commit to and approve the participation of any affiliation program with any Affiliates is based on your independent assessment and made at your own risk. To the fullest extent permitted by laws, we owe no legal responsibility to you and/or any party related thereto.
Account Usage & Affiliation Program
1. Setting Up or Participating in Affiliation Program
  1. The Merchant may develop, set up, monitor, maintain and operate affiliation program through the Platform.
  2. The Merchant will be able to set and determine specific terms to your affiliation program.
  3. While Leads redirected through Affiliate’s sites to you will typically be qualified for Commission Payment, you may determine and set:
    - specific requirements on Leads which qualified for Commission Payment e.g. Leads that results in visitor performing an action such as subscribing to newsletter, filling out a form or making a purchase;
    - different rate of Commission Payment for different types of Leads;
    - specific requirements on content and/or advertisement to be displayed on Affiliate’s sites; and
    - such other terms and conditions so deemed fits by the Merchant at its sole discretion.
  4. Terms and conditions pertaining to relationship and affairs between you as the Merchant and the Affiliates stipulated in this Agreement shall remain valid and binding on you taking into consideration the specific terms (if any) as stipulated on the relevant affiliation program page and the specific terms shall always prevail in the event of any inconsistency.
  5. The Affiliate may participate in affiliation program posted on the Platform by placing Links on their Affiliate’s site to the Merchant’s sites. The Links may be in the form of text, product image, button, banners, video or any other format and placed at such locations and position, as they shall deem fits and accepted by you
  6. The Affiliate may participate in affiliation program posted on the Platform by placing Links on their Affiliate’s site to the Merchant’s sites. The Links may be in the form of text, product image, button, banners, video or any other format and placed at such locations and position, as they shall deem fits and accepted by you
    - Oneklix Affiliation Program
    - Under Oneklix Affiliation Program:
      1. we will interact, liaise and communicate with Affiliates on your behalf and act as an intermediate between you and the Affiliates; and
      2. we will be authorised to receive of all Commission Payment on behalf of the Affiliates and thereafter release to the respective Affiliates in accordance with the terms of the relevant affiliation program.
      3. we will track the Leads generated to your affiliation program and will make this information available to you through the Platform. We are not obligated to monitor, notify and remind you of the accrual Commission Payment and/or the payment deadline of the same, notwithstanding that we will be releasing Commission Payment to Affiliates.
      4. you shall be solely liable to track, calculate, process and make payment of Commission Payment. Oneklix shall not in any manner, be liable to calculate, process and/or make payment of Commission Payment on your behalf.
  7. Merchant Affiliation Program
    - When you are ready to make available and operate your own affiliation program. Merchant may set up, maintain and operate Merchant Affiliation Program through the Platform.
    - In Merchant Affiliation Program:
      1. You will interact, liaise and communicate directly with your selected Affiliates without participation of Oneklix as an intermediate; and
      2. You will pay Commission Payment for Leads made by Affiliates to Affiliates directly in accordance with the terms of the respective affiliation program.
      3. We will track the Leads generated to your affiliation program and will make this information available to you through the Platform. We are not obligated to monitor, notify and remind you of the accrual Commission Payment and/or the payment deadline of the same.
      4. You shall be solely liable to track, calculate, process and make payment of Commission Payment. Oneklix shall not in any manner, be liable to calculate, process and/or make payment of Commission Payment on your behalf.
  8. Unless otherwise expressly provided herein:
    - all the affiliation programs are to be provided and featured on the Platform shall be on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory; and
    - all the affiliation programs shall be developed based on the existing web template of the Platform on an as-is basis. Any additional features and/or customization so required by the Merchant shall be subjected to additional charges to be mutually agreed by the parties.
2. Merchant’s Obligations
  1. You are responsible to select or determine Affiliates for your affiliation program.
  2. You are responsible to pay for Commission Payment of the respective Affiliates on such rates so determined for the affiliation program.
  3. You are responsible for determining if the type of Leads that are qualified for Commission Payment and the rate thereof. Once qualified Leads are generated and redirected, you shall not suspend, deduct or decrease any payment of Commission Payment to any Affiliates.
  4. You are responsible for the development, operation, and maintenance of the Merchant’s sites and for all content and martials that appear on the Merchant’s sites including without limited to:
    - technical operation of your Merchant’s sites and all related equipment;
    - creating and posting contents on the Merchant’s sites; and
    ensuring that materials, content and/or offering of Products and Services posted on your Merchant’s sites do not violate any applicable laws, rules and regulations, third party intellectual property rights or any terms and conditions in this Agreement.
  5. You are solely and fully responsible for the content you publish or display on or through your Merchant’s sites and the consequences of posting or publishing the content thereof.
  6. You are also solely and fully responsible for, and bear all risk and liability for, sourcing, storing, selling, packaging and providing warranty for all Products and/or Services, as well as delivering the Products and/or Services to the end-purchasers. Oneklix and/or the Affiliates shall not in whatsoever manner be liable or responsible for the delivery and fulfillment of orders, quality and/or legality of the Products and/or Services offered by the Merchant.
3. We do not provide any warranty, representation, promise or even any indication about:
  1. the feasibility of any of the affiliation program through the Platform;
  2. legality, quality of the Affiliate’s sites, content, materials and/or good names of the Affiliates; or
  3. the Affiliates’ ability to generate Leads and/or to perform their obligations under the affiliation program,
  and we are not obliged to monitor the conducts of the Affiliates and/or the Affiliate’s sites, content, materials posted or displayed by them. The decision to allow and commit to any Affiliates is based on your independent assessment and made at your own risk; you are to exercise reasonable and independent judgement, discretion and care in deciding the Affiliates for your affiliation program.
4. Prohibitions
  1. You are not allowed to promote, through the affiliation program, sites with indecent, obscene, false, menacing or offensive in character with intent to annoy, abuse, threaten or harass any person.
  2. You are not allowed to upload, post, transmit, transfer, disseminate, distribute, or facilitate distribution of any content in or through your Merchant’s sites, that:
    - misrepresents the source of anything you post, including impersonation of another individual or entity of any false or inaccurate biographical information for any merchant or the service providers, is intended to harm or exploit any individual in any way or is designed to solicit, or collect personally identifiable information of any person without his or her express consent;
    - invades anyone's privacy by attempting to harvest, collect or otherwise utilize or publish any of their information without their knowledge and willing consent;
    - contains falsehoods or misrepresentations that could damage us, the Merchant or any third party;
    - is pornographic, harassing, hateful, illegal, obscene, defamatory, libelous, slanderous, threatening, discriminatory, racially, culturally, or ethnically offensive; incites, advocates, or expresses pornography, obscenity, vulgarity, profanity, hatred, bigotry, racism or gratuitous violence, encourages conduct that would be considered a criminal offence, give rise to civil liability or violate any law, promotes racism, hatred or physical harm of any kind against any group or individual, contains nudity, violence or inappropriate subject matter, or is otherwise inappropriate;
    - is in whole or part copyrighted, protected trade secret or otherwise subject to third-party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from the rightful owner to post the material and to grant us all of the license rights granted therein;
    - is intended to threaten, stalk, defame, defraud, degrade, victimise, or intimidate an individual or group of individuals for any reason or to incite or encourage anyone else to do so; and/or
    - contains advertising for money game or ponzi schemes.
  3. You are not allowed to, in any manual or automated manner, collect all and any information from the Platform or the Affiliate’s site, including but not limited to names, addresses, phone numbers, or email addresses or copying any copyrighted text.
  4. You are not allowed to use any automated system, including but not limited to, “robots,” “spiders,” “offline readers,” “scrapers,” etc., to access the Platform for any purpose without our prior written approval.
  5. You are not allowed to recruit, solicit, or contact via any medium, any of our Affiliates or other Merchants for arrangement not affiliated with us without our prior written approval.
5. Intellectual Property
  1. By creating an Account and participating any affiliation program, you grant to us and the Affiliates a non-exclusive license to utilize your name, title, website hyperlinks, trademarks, and logos in any advertisement or other materials used to create Links, promote our Platform or any other purposes required for the affiliation program. This license shall be deemed terminated upon the termination of your Account or termination of this Agreement.
  2. You retain your ownership rights in all the content in your Merchant’s sites.
6. Safeguarding your Account
  1. You are solely responsible for safeguarding your Password and shall keep your Password secured at all times.
  2. You shall be solely responsible for all activity that occurs on your Account and you shall notify us immediately of any breach of security or any unauthorised use of your Account. Similarly, you shall never use another person's Account without permission. You agree that you will not misrepresent yourself or represent yourself as another user of the Platform.
  3. You hereby acknowledge and agree that we will not be liable in whatsoever for your losses caused by an unauthorised use of your Account. Notwithstanding that you may be liable for our losses due to such unauthorised use.
Platform Fees and Taxes
1. In consideration of Oneklix allowing and/or permitting the you to set up and/or participating affiliation program through the Platform, the Merchant shall pay to Oneklix a fee (“Platform Fees”) at the rate as determined by us and notified to you and/or published on the Platform from time to time.
2. We will issue an invoice to you on monthly basis for the Platform Fees based on the Leads generated and successfully converted, if applicable.
3. The Platform Fees shall be exclusive of any sale and service tax, goods and services tax and/or such other similar type of value added tax of which the Merchant agrees that the Merchant shall be liable to pay for such amount of the tax at the prescribed rate accrued on all payments pursuant to and/or in connection with this Agreement, including without limited to the Platform Fees.
4. Unless otherwise agreed in writing, the Merchant shall pay for and settle all the invoices for Platform Fees within 14 days from the date of the invoices, notwithstanding any dispute pertaining to Leads generated and successfully converted (if applicable) and/or calculation of the Platform Fees. Failing which, Oneklix shall, without prejudice to any other rights and remedies available, be entitled to charge interest at the rate of 8% per annum accrued on such outstanding sum on a daily basis.
5. Dispute on Platform Fee
  1. For any dispute pertaining to Leads generated and successfully converted (if applicable) and/or calculation of the Platform Fees, you may address the same to us by writing to us at [*care@oneklix.com].
  2. We shall conduct the necessary investigation into the matter. In the event, we are of the opinion that the complaints are reasonable and at the fault or default of us, we shall refund to you such excessive amount paid.
  3. Our findings and decision on complaints shall be deemed final and conclusive. You hereby expressly waive your right to make further claims against us, the Affiliates and/or such other party in connection thereto.
  4. Any inquiry and/or complaints about the payment of an invoice shall be received by Oneklix within 14 days after the invoice date. We will not accept any queries and/or complaints regarding an invoice after this point and Merchant waives the right to dispute any charges not disputed within this timeframe.
6. We are not responsible to account for or pay any tax or comply with any laws relating to tax or relevant compliance for any transaction, sale or service provided by you. You understand, acknowledge and agree that you are solely responsible for your own tax reporting and statutory compliance obligations.
Rights to Remove Links or Content
1. We do not endorse any content, opinion, recommendation or advice provided by any Affiliate and/or Merchant and we expressly disclaim any and all liability in connection with all such content, opinion, recommendation or advice posted on the Affiliate’s sites or the Merchant’s sites.
2. We do not permit copyright infringement activities and infringement of intellectual property rights on the Platform, and we will remove any content in our sole discretion, upon being notified or having reason to believe that an infringement has occurred, without prior notice to you or the Affiliates who has or is suspected to have conducted such infringement. We may take any action or steps we shall deem fit in its sole discretion against such infringer.
3. We reserve the right in our sole and absolute discretion to decide whether any content of your Merchant’s sites is appropriate and complies with the terms and conditions of this Agreement. If you are not in compliance, we may terminate your affiliation program immediately.
4. You acknowledge and understand that when setting up or participating in an affiliation program, your Merchant’s sites will be exposed to content:
  1. from a variety of sources and that we are not responsible for the relevancy, accuracy, usefulness, safety, or intellectual property rights of or relating to such content; and
  2. that is or may be inaccurate, offensive or indecent,
  and you agree to and hereby waive any legal or equitable rights or remedies you have or may have against us, and agree to indemnify and hold us, the merchants, operators, directors, officers, agents and our affiliates, harmless to the fullest extent allowed by laws regarding all matters related to your use of the Platform.
5. You are solely and fully responsible for the content you publish or display on or through your Merchant’s sites and the consequences of posting or publishing the content thereof. You agree that we may, in our sole discretion and without incurring any liability, review and delete or remove any links to Merchant’s sites that violates the terms and conditions of this Agreement including without limited to Merchant’s sites with content which might be offensive, illegal or indecent.
Advertisements and Third-Party Links
1. We may display advertisements and promotions on any Merchant or Affiliate or any other Products and/or Services on the Platform. The manner, mode and extent of such display of advertisements and promotions by us on the Platform are subject to change and the appearance of same shall not in any way imply endorsement by us of any advertised Merchant, Affiliates, Products and/or Services. You agree that we shall not be responsible or liable for any loss or damage of any sort incurred by you as a result of the presence of such advertisements and promotions on the Platform.
2. The Platform may provide, or third parties may provide, links, contact forms and/or phone numbers to other websites or resources, including, without limitation, social networking, blogging and similar websites through which you are able to log into the Platform using your existing account and log-in credentials for such third-party websites. You acknowledge and agree that we are not responsible for the availability of such external sites or resources, and is not responsible or liable for any content, advertising, products, goods or services on or available from such websites or resources. Unless expressly stated on the Platform, links to third-party sites should in no way be considered as or interpreted to be our endorsement of such third-party sites or any product or service offered through them.
3. We do not monitor or have any control over and make no claim or representation regarding third party websites. To the extent such links are provided by us, they are provided only as a convenience, and a link to a third-party website does not imply our endorsement, adoption or sponsorship of, or affiliation with, such third-party website.
4. You acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, advertising, product, goods or services available on or through any such website or resource. Once you leave our Platform, this Agreement shall no longer govern you and you are advised to check the terms and conditions of those websites. You also acknowledge that it is your obligation to comply with any terms and conditions of any third parties that you may come into contact with either directly or indirectly through the use of the Platform, and you accept all responsibility thereof. Your dealings and communications through the Platform with any party other than us are solely between you and such third party. Any complaints, concerns or questions you have relating to materials provided by third parties should be forwarded directly to the applicable third party.
Disclaimer of Warranties, Limitation of Liability and Indemnities
1. You expressly acknowledge and agree that the use of the Platform is at your sole risk. We, our officers, directors, employees and Affiliates make no warranties and/or representations and disclaim all warranties, representations and/or conditions whether express or implied arising or resulting from or under and in connection with the Platform and from your use or inability to use thereof including but not limited to:
  1. the accuracy, completeness, merchantability, satisfactory quality, uninterrupted or error-free service or operation, continuity and availability of service or operation, compatibility and usability with third party or other services, fitness for a particular purpose, quiet enjoyment, and noninfringement of third party rights of the website or any service that we provide;
  2. any errors, mistakes, omissions or inaccuracies in any material, content, message, transmission or act, whether posted, emailed, transmitted, submitted, advertised, offered or otherwise made available in the website (whether by us or any third party through the Platform);
  3. any unauthorized access to or use of the Platform or our servers, data or information;
  4. any cessation, termination or disturbance of transmission to or from the Platform;
  5. any computer viruses, worms, trojan horses or other malware or by trespass or burdening network capacity whether transmitted to or through the Platform whether due to the actions of any third parties or otherwise;
  6. any transaction or transmission between you and any third party provider of products or services of any kind in any medium whatsoever; and/or
  7. any harassment, abuse, stalking, threatening, defamatory, offensive, infringing, violating or illegal submission, material, content, message, transmission or act by any user of the Platform or otherwise.
2. You expressly acknowledge and agree that to the fullest extent permitted by law, in no event shall we, our officers, directors, employees, agents and/or the Affiliates shall be liable for any direct, indirect, incidental, special, general, punitive, exemplary, consequential damages or any form of damage, loss or injury in any form whatsoever (including but not limited to loss of profits, corruption or loss of data, failure in transmission of data or business interruption regardless of the theory of liability (contract, tort or otherwise) arising or resulting from or under and in connection with the Platform and from your use or inability to use thereof, including but not limited to:
  1. the accuracy, completeness, merchantability, satisfactory quality, uninterrupted or error-free service or operation, continuity and availability of service or operation, compatibility and usability with third party or other services, fitness for a particular purpose, quiet enjoyment, and noninfringement of third party rights of the Platform or any service that we provide;
  2. any errors, mistakes, omissions or inaccuracies in any material, content, message, transmission or act, whether posted, emailed, transmitted, submitted, advertised, offered or otherwise made available in the website (whether by us or any third party through the Platform);
  3. any unauthorized access to or use of the Platform or our servers, data or information;
  4. any cessation, termination or disturbance of transmission to or from the Platform;
  5. any computer viruses, worms, trojan horses or other malware or by trespass or burdening network capacity whether transmitted to or through the Platform whether due to the actions of any third parties or otherwise;
  6. any transaction or transmission between you and any third party provider of products or services of any kind in any medium whatsoever; and/or
  7. any harassment, abuse, stalking, threatening, defamatory, offensive, infringing, violating or illegal submission, material, content, message, transmission or act by any user of the Platform or otherwise.
3. You agree to indemnify and hold harmless to the fullest extent allowed by law, us, our officers, directors, employees, agents and/or the Affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, debts and/or expenses of any nature whatsoever arising from your use of the Platform, your breach and/or violation of any term in this Agreement, your breach and/or violation of any third party right of any nature whatsoever, including but not limited to copyright, intellectual property, property and/or data protection rights.
Term of Agreement
1. This Agreement shall have effect on and from the date of registration and creation of an Account and shall continue in force for a period of One (1) year unless otherwise terminated in accordance with the provisions herein.
2. Unless otherwise agreed by the parties, the term of this Agreement shall be automatically renewed for a subsequent term of similar duration upon the same terms and conditions or upon such additional amended varied or modified terms as may be updated varied and/or modified from time to time.
3. You are responsible to pay Commission Payment on Leads referred and occurred during the Term, notwithstanding that it may accrue or materialize after expiration of the term of this Agreement.
Termination
1. We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Platform, any affiliation program or any part thereof with or without notice and in our sole discretion. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of our services.
2. In the event you shall:
  1. commit or allows to be committed any breach of your obligations under this Agreement;
  2. being a company or body corporate, goes into liquidation (otherwise than for the purpose of reconstruction or amalgamation) or an order of court is made for the whole or any material part of its assets;
  3. being an individual, commits an act of bankruptcy;
  4. enter into any composition or arrangement with its creditors other than in the ordinary course of its business; or
  5. have a receiver and/or manager appointed over the whole or any material part of its assets,
  then in any such event and without prejudice to such other rights and remedies we may have, we shall be entitled at our option to give notice in writing to you and thereby terminate this Agreement.
3. Without prejudice to other rights and remedies available hereunder or under the laws, you hereby acknowledge and agree that we in our sole and absolute discretion has the right but not the obligation to delete, terminate, or deactivate your Account, block your email, Links, IP address or otherwise terminate your access to or participation in the use of the Platform or any affiliation program or any part thereof, or remove and discard of your posting on the Platform immediately and without notice and for any reason which is may but is not obliged to disclose.
4. Upon termination of this Agreement and termination of your Account, your right to participate in the Platform in any way shall automatically terminate.
5. Upon termination, the following shall occur:
  1. your Account will be disabled and you may not be granted access to your Account or any files or other data contained in your Account. However, such residual data may remain in our system;
  2. all Links direct to your Merchant’s sites will be blocked or terminated;
  3. all licenses granted to you will immediately terminate;
  4. we shall not be liable to you or any third party for any termination of your access to the Platform. We retain the right to use any data collected from your use of the Platform or your affiliation program; and
  5. all related licenses you have granted us hereunder shall remain in effect for the foregoing purpose.
6. Termination of this Agreement shall in no circumstances affect:
  1. the accrued rights or liabilities of the parties prior or on the date of termination;
  2. the validity of any agreement arrangement and/or transaction made between the Merchant and the Affiliates and/or the end-purchasers; and/or
  3. the Merchant’s obligations to fulfill its obligations in supplying and/or providing the Products and/or Services sold.
7. You agree to indemnify and hold us, and its officers, managers, members, affiliates, successor, assigns, directors, agents, suppliers, and employees harmless from any claim or demand, including reasonable attorneys fees and court costs, made by any third party due to or arising out of the termination attributed by your fault, default or any breach of this Agreement.
No Confidentiality
Without prejudice to the Privacy Policy and Personal Data Notice, you acknowledge and agree that we do not guarantee any confidentiality with respect to any of your information, data and/or particulars submitted to or posted on the Platform or any part thereof, including without limitation to your profile or information conveyed, posted or shared by you, that is hosted and / or published on the Platform.
Modifications to this Agreement or Privacy Policy and Personal Data Notice
We reserve the right, in our sole discretion, to change, modify or otherwise amend the terms and conditions in this Agreement, the Additional Policies and any other documents incorporated by reference at any time. It is your responsibility to review this Agreement for any changes. Your use of the Platform following any amendment of this Agreement will signify your assent to and acceptance of any revised terms and conditions in this Agreement. If you do not agree to abide by these or any revised terms and conditions in this Agreement, please do not use or access the Platform.
Intellectual Property Rights
1. The content on the Platform, including without limitation, the figures, text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like (“Data”) and the trademarks and logos contained therein (“Marks”), are owned by or licensed to us, subject to copyright and other intellectual property rights under applicable laws. Such Data and/or Marks are or may become protected by copyright, trademark, patent, trade secret and other laws, and we own and retain all rights in such Data and Marks. All other trademarks, names and logos on the Platform are the property of their respective owners.
2. Data on the Platform is provided to you for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of us and the respective owners.
3. We reserve all rights not expressly granted in and to the Platform and the Data. You agree not to use, copy, or distribute, any of the Data other than as expressly permitted herein, including any use, copying, or distribution of any content obtained through the Platform for any commercial purposes. If you download or print a copy of the Data for personal use, you must retain all copyright and other proprietary notices contained thereon. You agree not to circumvent, disable or otherwise interfere with security features of the Platform or features that prevent or restrict use or copying of any Data or enforce limitations on use of the Platform or the Data therein.
Complaints & Disputes
1. Complaint on Platform
  1. If there is any complaint pertaining to any services, features, Data or any other matters pertaining to the Platform, you may address the same to us by writing to us at [*care@oneklix.com].
  2. We shall conduct the necessary investigation into the matter. In the event, we are of the opinion that the complaints are reasonable and at the fault or default of us, we may compensate you such amount and sum so deem fit at our sole discretions.
  3. Our findings and decision on complaints shall be deemed final and conclusive. You hereby expressly waive your right to make further claims against us, the Affliates and/or such other party in connection thereto.
2. In the event of any dispute between you and Affiliates in relation to affiliation program, such dispute shall be resolved between you and such Affiliates, and we shall not have or hold any responsibility, liability or obligation in relation thereof.
3. We shall not be responsible or liable for any loss or damage of any sort whatsoever incurred as the result of any such transaction or dealings. If there is a dispute between Affiliates, Merchants or such other party(ies) on the Platform, you acknowledge and agree that we are under no obligation to be involved. In the event that a dispute arises between you and one or more affiliates, Merchants or any third party, you hereby release us, its officers, directors, employees, and successors in rights from any claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected or unsuspected, foreseeable or unforeseeable, disclosed or undisclosed, arising out of or in any way related to such disputes.
No Agency or Partnership
1. We shall not in any way or in whatsoever manner be deemed or construed as an agent or legal representative to you, Affiliates or any other users to the Platform.
2. No agency, partnership, joint venture, or employment is created as a result of this Agreement or your use of any part of the Platform. You do not have any authority whatsoever to bind us in any respect.
3. All Merchants and/or Affiliates are independent from us. Neither we nor any users of the Platform may direct or control the business activities of the other or create or assume any obligation on behalf of the other.
Notice
A notice shall be deemed to have been validly served:
1. by hand or by registered post addressed to you at the addresses stated in your Account; or
2. by electronic mail addressed to you at your electronic mail address used in creating your Account or such other address as may have stated or record in your Account,
and shall be deemed to be received at the time of delivery (if delivery by hand or by electronic mail) or Three (3) working days after sending or posting.
Entire Terms
This Agreement, together with the Privacy Policy and Personal Data Notice and any other legal notices or Additional Policies published by us on the Platform, shall constitute the entire agreement between you and us concerning the Platform and the affiliation program created thereon. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of provisions, which shall remain in full force and effect.
No waiver
No failure to exercise and no delay in exercising on part of our any right, power or privilege under this Agreement shall operate as a waiver hereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
Non-Assignment
All and any of your rights and obligations under this Agreement shall not be assigned or delegated, and any purported assignment shall be null and void.
Governing Law
This Agreement shall be governed by the laws of Malaysia and you agree to submit to the jurisdiction of the courts of Malaysia in the event of any claims or disputes.

This Agreement as at 1.01.2019.

Advertiser Terms and Conditions

MERCHANT AGREEMENT