MERCHANT’S AGREEMENT

Last Updated: 12th October 2021

1. INTRODUCTION

1.1 This Merchant’s Agreement governs your access and use of the Services provided to you by Modello and is an Agreement between you or the business you represent and Modello. You on behalf of yourself and the business you represent, agree to be bound by the terms of this Agreement, all Modello Terms and Conditions, policies and regulations.

1.2 You are advised to read carefully the Merchant’s Agreement before proceeding to use the Modello Services as it affects your rights and liabilities under the law. By using Modello’s Services which includes Modello’s Mobile Application, you are deemed to have irrevocably and unconditionally agreed to the Modello Merchant’s Agreement which is meant to be read together with the following agreement and policies:

a) Modello Terms and Condition of Use;

b) Privacy Policy;

c) Refunds and Cancellation Policy; and

d) Any other policies published on the Website.

1.2.1 The Terms, Conditions and Policies stated in Items 1.2 (a) to (d) are an integral part of the Merchant’s Agreement herein by reference, and collectively constitutes a legally binding agreement between the Merchants and Modello.

1.3 The Merchant’s access and use of the Modello Services are governed by the Merchant’s Agreements and any law in force in Malaysia, including but not limited to, the Malaysian Communications and Multimedia Act 1998 and the Malaysian Communications and Multimedia Content Code. If you do not agree with Merchant’s Agreements, please do not use Modello Services.

1.4 The Modello Services provides for the sale of goods between a Merchant (referred as “You”) and a Talent that seeks your hire. The contract for the sale of service or any other employment is directly between You and the Talents and/or User, Modello has no part to that or any other contract and Modello accepts no obligation in relation to such contract. In the sale of service or any other employment transaction, You and the Talent and/or User will be entirely responsible and Modello is not in any way involved in the sales contract between the Parties.

1.4.1 You shall agree to use Modello Services which includes the use of the Modello Mobile Application and Modello Website at your own risk. Modello will not be responsible for any loss you suffer that arises from the use of the Modello Services. By continuing to use Modello Services, you agree to indemnify Modello from any losses that you may suffer therefrom.

1.5 Modello reserves the right to change, modify, add, or remove portions of the Merchant’s Agreement at any time. You shall be notified of any amendments towards the Terms and Conditions of Use or any other Modello policies, by way of an announcement or notification which would be posted on the Modello Services. If you do not agree with the said amendments, you should not continue to use the Modello Services. If you continue to use the Modello Services after the effective date of the announcement, you shall be deemed to be aware and accepted the said amendments and/or changes.

1.6 A limited and revocable license is granted to you to access and use the Modello Services subject to Modello Merchant’s Agreement and Modello Terms and Conditions. Modello also reserves the right to refuse to provide you with access to Modello Services at any given time and for whatever reason as deems fit by Modello.

TAKE NOTE THAT BY USING MODELLO SERVICES, YOU AGREE TO THESE TERMS AND CONDITIONS.

BY USING AND/OR CONTINUE USING MODELLO SERVICES, IT IS DEEMED THAT YOU HAVE ACCEPTED AND CONSENTED TO THE MODELLO MERCHANT’S AGREEMENT INCLUDING ALL OTHER TERMS, CONDITIONS, POLICIES AND RULES REFERRED TO HEREIN. KINDLY TAKE NOTE THAT IF YOU ARE UNDER THE AGE OF 18 OR BELOW THE LEGAL AGE FOR GIVING CONSENT UNDER THE APPLICABLE LAWS IN YOUR COUNTRY (WHICHEVER YOUNGER), YOU MUST ONLY OPEN AN ACCOUNT WITH MODELLO OR USE THE MODELLO SERVICES WITH THE INVOLVEMENT OF A PARENT OR LEGAL GUARDIAN AND THAT PARENT OR LEGAL GUARDIAN MUST AGREE TO THE TERMS OF THIS AGREEMENT ON THE MINOR’S BEHALF AND WILL BE FULLY RESPONSIBLE FOR ALL THE ACTIVITIES AND USE OF THE SAID ACCOUNT.

2. PRIVACY

2.1 To understand and to get a complete description of Modello’s practices with regards to your personal data and privacy, please review our Privacy Policy linked hereto. If you continue to use the Modello Mobile Application and the Modello Website or such other Modello’s services, you are deemed to accept and consent to the terms stated in the Privacy Policy including, but not limited to, the ability of Modello to collect, keep, disclose, use or process of your personal data, content and others as described in the said Privacy Policy.

3. ACCOUNT AND SECURITY

3.1 You shall be deemed to agree to the following:

i. your User ID should not be offensive and/or inappropriate in any form;

ii. only log into the Modello Mobile Application and Modello Website using your own User ID and password;

iii. your account and password should be kept confidential;

iv. always restrict third party access to your account;

v. you are and will be held responsible for all activities that occur under your account or password even if such activities were not committed by you;

vi. always successfully log out from your account every time you end your session at the Modello Mobile Application and Modello Website;

vii. to notify Modello immediately if you have found or suspect that there have been unauthorized use of your Account’s User ID and password;

viii. you are responsible to ensure that all your Account information on the Modello Mobile Application and Modello Website is up to date and accurate; and

ix. Modello has the right but not the obligation to monitor, edit or remove any activity or content.

3.2 Modello will not be responsible or liable for any activity that occurs under your User ID and password even if the said was not done by you. Modello is not liable for any loss or damage arising out of any unauthorized use of your User ID and password or your failure to comply with the terms herein. You are fully responsible for all activities that take place under your account.

3.3 Modello reserves the right to terminate your account and/or your rights to use Modello Services, refuse services, remove or edit content, cancel orders, temporary withhold any sales proceeds and refund and/or take any other action in its sole discretion with or without notice, liability to you or any third party. Grounds that warrants such actions to be taken against you may include, but not limited to the following actual or suspected:

i. account inactivity for a substantial period of time;

ii. violation to any of the Merchant Agreement and/or all other Modello Terms and Condition;

iii. of any fraudulent, illegal, defamatory, harassing, threatening or any other harmful behavior to other Users, third parties or business interest of Modello;

iv. having more than one Merchant account;

v. any type of behavior that is abnormal and harmful to other Users; and

vi. any legal proceedings that have commenced or would potentially commence against you relating to your Modello Account or your use of Modello Services.

3.4 If you wish to terminate your Merchant account, you may do so by sending a written notice of the aforesaid intention to Modello at hello@modello.my. Notwithstanding the termination, the Merchant will continue to remain entirely responsible and liable for the following, regardless before or after the termination date:-

i. any incomplete transaction; and

ii. any other obligation of the Merchant.

Modello will not be liable and shall have no liability for any damages incurred that arise with regards to the action taken in relation to this Section. You agree to waive any claims that arise from such action taken by Modello.

4. USE OF THE MODELLO MOBILE APPLICATION AND MODELLO WEBSITE AND/OR MODELLO SERVICES

4.1 You are granted a non-transferable and revocable license to use Modello’s Modello Mobile Application and Modello Website and Services until and/or unless terminated. This license is subjected to Merchant’s Agreement including other Modello policies, terms and conditions provided herein and failure to comply with these terms and conditions may result in the termination of your account with or without further notice to you.

4.2 The content displayed and/or the listings made by you on the Modello Mobile Application and Modello Website are solely representations made by you as the Merchant and Modello do not imply any representation of services on the Modello Mobile Application and Modello Website. Any and/or all opinions, comments, reviews, other content and/or postings which are posted on the Modello Mobile Application and Modello Website are posted by you yourself and this does not mean that Modello share the same views as the opinions and/or comments posted by you and the same cannot be interpreted as an implied impression of Modello’s views.

4.3 Modello takes no responsibility and assumes no liability for any and all content posted by you or any third party, publicly or privately. To the maximum extent permitted by applicable law, under no circumstances will Modello be liable in any way for any Content created and/or published by you, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of, or reliance on, any Content posted, emailed, transmitted or otherwise made available on the Modello’s Platforms including but not limited to Modello Website and Mobile Application.

4.4 You must evaluate, and bear all risks with regards to the posting, transmission whether publicly or privately of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. You acknowledge that you may not rely on any Content created by Modello or submitted to Modello and in all other parts of the Modello Mobile Application and Modello Website.

4.5 Modello Service Merchant are strictly not affiliated with Modello in any way other than to use the Modello Services, such as the Modello Mobile Application and Modello Website, as an independent individual or an independent business being the Merchant. Modello does not own, possess, hold or having any direct or indirect affiliation with the services sold or rendered by you on the Modello Mobile Application and Modello Website.

4.6 Modello has the right to remove any Content due to the following reasons:

a) if the content violates the Merchant’s Agreement herein or Modello Terms and Conditions;

b) if we receive a complaint from another User;

c) to comply with legal process;

d) to protect rights, property and safety of its Users, Modello and/or the Public; or

e) if we receive a notice of intellectual property infringement.

4.7 Modello may also block the delivery of communication such as status updates, postings and/or messages to or from Modello Services in an effort to protect our Services or User.

4.8 Modello has the right but not the obligation to the following:

i. monitor and control any material, activity, content, screen, monitor, on the Modello Mobile Application and Modello Website and Modello may at its sole discretion take appropriate action towards any violation of the Merchant’s Agreements after the completion of such investigations; and/or

ii. restrict an unauthorized User from using Modello Services;

iii. Modello would report of suspected violations of any applicable laws to the relevant authorities. Modello would also cooperate with relevant authorities with regards to the said violation;

Modello has the right to inquire further and request further information and data from you in relation to your use of Modello Services at any time as part of our due diligence exercise and if you refuse to cooperate in providing such information, Modello has reasonable grounds to suspect that you have provided us with inaccurate, misleading, or fraudulent information.

5. USER RESTRICTIONS

 The following acts are prohibited and you hereby agree not to do the following:

a) the violation of Merchant’s Agreement, Modello Terms and Condition, terms and conditions, regulations, and other policies that are listed on the Modello Mobile Application and Modello Website, including but not limited to, accessing the Modello Mobile Application and Modello Website and Modello Services on behalf of a third party;

b) intentionally or unintentionally use Modello Services to violate any applicable national or international law, policies or regulations including but not limited to the laws relating to anti-money laundering or counter-terrorism;

c) upload, post, transmit or make available by any means or way any content that is unlawful, vulgar, threatening, harmful, misleading, defamatory, harassing, abusive, libellous, false, distressing, obscene, alarming, fraudulent, unconscionable, deceptive, unsolicited or unauthorised advertising, promotional materials or any other unauthorised form of solicitation or other proprietary rights of any party and any content that may harm an unsupervised minor;

d) delete, remove or eliminate any proprietary notice from the Modello Mobile Application and Modello Website;

e) obstructing another User’s enjoyment of Modello Services in anyway;

f) use an emulator, simulator, bot to access the Modello Mobile Application and Modello Website and Modello Services;

g) attempt to decompile, reversed engineer or dissemble, tamper with or bypass any security associated with the Modello Software whether whole or in part;

h) provides or make available content that infringes the intellectual property rights of others including but not limited to, patent, trademark, trade secret and copyright;

i) manipulate in any way or interfere other User’s listings; and

j) use the Services to upload Content to impersonate or misrepresent your affiliation with any person or entity.

You understand that any content that has been publicly posted or privately transmitted is solely and entirely your responsibility from which the origin of such Content came from. Modello is not involved and responsible at all for any and all Content that you post and/or transmit by any way, means or form. You fully understand that by using the Modello Mobile Application and Modello Website you may be exposed to Content that you may consider to be offensive and objectionable. You agree that under no circumstances Modello will be, to the maximum extent applicable by the law, liable in any way for any Content made available through the Modello Mobile Application and Modello Website.

6. MERCHANT’S CODE OF CONDUCT

6.1 This policy requires that Merchant act fairly and honestly on Modello to ensure a safe experience transacting. All Merchants must:

i. Provide accurate information to Modello and Users at all times;

ii. Act fairly and not misuse Modello’s features or services;

iii. Not attempt to damage or abuse another Merchant, their listings or ratings;

iv. Not attempt to influence customers’ ratings, feedback, and reviews;

v. Not send unsolicited or inappropriate communications;

vi. Strictly only contact User (Buyer) through User-Merchant Messaging that is available on Modello’s Mobile Application and Modello Website and Platform;

vii. Do Not attempt to circumvent the Modello marketing or sales process; and

viii. Not operate more than one Modello account without written permission by Modello. This written request can be made to hello@modello.my.

6.2 Violating the Code of Conduct or any other Modello terms, conditions and policies may result in actions against your account, such as cancellation of listings, suspension or forfeiture of payments, and removal of selling privileges.

6.3 You must provide accurate information to Modello and other Users of Modello Services, and update the information if it changes. For example, this means that you must use a business name that accurately identifies your business and list your services in the correct category.

6.4 You must act fairly and lawfully and may not misuse any service provided by Modello, these include:

i. Providing misleading or inappropriate information to Modello or our customers, such as by creating multiple detail pages for the same services or posting offensive services images;

ii. Manipulating sales rank (such as by accepting fake orders or orders that you have paid for) or making claims about sales rank in services or descriptions;

iii. Attempting to increase the price of service after an order is confirmed;

iv. Artificially inflating web traffic (using bots or paying for clicks, for example);

v. Attempting to damage another Merchant, their listings or ratings; and

vi. Allowing other people to act on your behalf in a way that violates Modello’s Terms and Conditions, policies or this Merchant’s Agreement with Modello.

6.5 You may not attempt to influence or inflate customers’ ratings, feedback, and reviews. You may request feedback and reviews from your own customers in a neutral manner, but may not:

i. Pay for or offer an incentive (such as coupons or free service or products) in exchange for providing or removing feedback or reviews;

ii. Ask a Buyer to write only positive reviews or ask them to remove or change a review;

iii. Solicit reviews only from Users who had a positive experience;

iv. Review your own service or a competitors’ services.

6.6 You may not send unsolicited or inappropriate messages. All communications to a User must be sent through User-Merchant Messaging and be necessary for fulfilling the order or providing customer services. Marketing communications are prohibited.

6.7 If you receive User information such as addresses or phone numbers to fulfil orders, you may use that information only to fulfill services and must delete it after the service has been processed. You may not use User Information to contact customers (except through User-Merchant Messaging) or share it with any third-party.

6.8 You may not attempt to circumvent the Modello sales process or divert Modello customers to another website. This means that you may not provide links or messages that prompt users to visit any external website or complete a transaction elsewhere.

6.9 You may not operate multiple Modello accounts unless you have received permission from Modello and have a legitimate business need for more than one account. Read more about the requirements for operating more than one account.

7. VIOLATION OF MERCHANT’S AGREEMENT 

Violations of this Merchant’s Agreement and any other terms and conditions, policies and/or regulation implied herein may result, including but not limited to, the following:

i. Removal of Listing(s);

ii. The limitation would be set on that particular Account;

iii. Account suspension and/or termination; and/or

iv. Criminal charges and/or Civil actions.

8. TRADEMARK, COPYRIGHTS AND INTELLECTUAL PROPERTY

8.1 Modello takes claims of Intellectual Property infringement seriously. Even if a Merchant is infringing Intellectual Property without knowledge, we will still take action and the Merchant’s account might receive a warning or be suspended. You should consult an attorney for help to ensure that you have the right procedures in place to prevent IP infringement.

8.2 Modello strives to ensure a trustworthy business transaction experience for Modello Users. By advertising and providing the sale of your services on Modello, you agree that:

a) You may not promote to provide any services that are illegal, including but not limited to prostitution.

8.3      Upon uploading the Merchant’s content which may include a trademark, copyright and/or any intellectual property (hereinafter referred to as “content”), onto Modello Mobile Application which may reflect on Modello’s Services including Modello Website, the Merchant shall undertake not to remove its content for a minimum period of 180 days. After the expiry of 180 days, the Merchant may instruct Modello via email at hello@modello.my to remove the Merchant’s content from Modello’s Brand Appearance. Modello has the discretion to take action against any breach of this Tenant’s Agreement and particularly clause 8.3.

8.4      Failure to abide by this policy may result in loss of selling privileges, funds being withheld, destruction of inventory in our fulfilment centres, and other legal consequences.

9. PAYMENT METHODS

For the time being, Modello is only able to make payments to Merchant using bank transfer. The Merchants are required to provide Modello with his/her banking details in order to receive payments i.e. from the cancellation and/or refund from Modello.

 10. CANCELLATIONS AND REFUND

10.1 The merchant may make order cancellations after making the payment provided written notice is given to Modello at hello@modello.my.

10.2 After uploading payment with Modello Services the Merchant may apply for a cancellation and/or refund subject to a five percent (5%) nominal fee. For more information, please refer to Modello’s Cancellation and Refunds Policy.

10.3 Modello reserves the right to cancel any transaction on the Modello Platform which includes the Mobile Application and Modello Website.

11. MERCHANT’S RESPONSIBILITY  

11.1 The Merchant shall not post any content that is inaccurate, false or misleading. It is the Merchant’s responsibility to ensure that details of the listing or any other information represented by the Merchant are up to date.

11.2 The Merchant at his sole discretion will decide the value of his/her listings. The User will not be charged any other additional amount separately by the Merchant.

11.3 Any violation or breach by the Merchants of the Merchant’s Agreements shall result in adverse consequences.

12. TRANSACTION FEES

12.1 All successful payment transactions made via credit card will be subject to 1.5% payment fee which is borne by the Merchant. The 1.5% payment fee is subjected to SST (“Sales and Service Tax”) which will also be borne by the Merchant.

13. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

13.1 MODELLO SERVICES AND ALL SERVICES (INCLUDING SOFTWARE), INFORMATION, CONTENT, MATERIALS ARE PROVIDED BY MODELLO ON AN “AS AVAILABLE” AND “AS IS” MODELLO MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF MODELLO SERVICES, CONTENT, MATERIAL OR INFORMATION FROM, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU AGREE THAT BY USING MODELLO SERVICES, YOU ARE USING IT AT YOUR OWN RISK.

13.2 TO THE FULL EXTENT PERMISSIBLE BY LAW, MODELLO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MODELLO DOES NOT WARRANT THAT THE MODELLO SERVICES, INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE MODELLO SERVICES, MODELLO’S SERVERS OR ELECTRONIC COMMUNICATIONS SENT FROM MODELLO ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE FULL EXTENT PERMISSIBLE BY LAW, MODELLO WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF ANY MODELLO SERVICE, OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH ANY MODELLO SERVICE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING.

14. YOUR CONTRIBUTIONS TO THE SERVICES

14.1   Only submit Content or Services, that you have all necessary rights and/or permissions to grant the licenses below to Modello. You further acknowledge and agree that you are solely responsible for anything you post or otherwise make available on or through the Services, including, without limitation, the accuracy, reliability, nature, rights clearance, compliance with the law and legal restrictions associated with any Content contribution. You hereby grant Modello and its successors a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, copy, distribute, republish, transmit, modify, adapt, create derivative works of, publicly display, and publicly perform such Content contribution on, through or in connection with the Services in any media formats and through any media channels, including, without limitation, for promoting and redistributing part of the Services (and its derivative works) without the need of attribution and you agree to waive any moral rights (and any similar rights in any part of the world) in that respect. You understand that your contribution may be transmitted over various networks and changed to conform and adapt to technical requirements.

14.2   Any Content, material, information or idea you post on or through the Services, or otherwise transmit to Modello by any means (each, a “Submission”), is not considered confidential by Modello and may be disseminated or used by Modello without compensation or liability to you for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing services. By making a Submission to Modello, you acknowledge and agree that Modello and/or other third parties may independently develop software, applications, interfaces, services and modifications and enhancements of the same which are identical or similar in function, code or other characteristics to the ideas set out in your Submission. Accordingly, you hereby grant Modello and its successors a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to develop the items identified above, and to use, copy, distribute, republish, transmit, modify, adapt, create derivative works of, publicly display, and publicly perform any Submission on, through or in connection with the Services in any media formats and through any media channels, including, without limitation, for promoting and redistributing part of the Services (and its derivative works). This provision does not apply to personal information that is subject to our privacy policy except to the extent that you make such personal information publicly available on or through the Services.

15. RELATIONSHIP OF PARTIES

You as a Merchant using the Modello’ Platform including but not limited to the Modello Mobile Application and Modello Website as a Platform to carry out such sale transactions and Modello being the company that provides this Platform is strictly both independent contractors. There is nothing in this Agreement that indicates or implies any sort of partnership, joint venture, Merchant, franchise, sales representative, or employment relationship between Modello and You being the Merchant. This Merchant’s Agreement does not create any exclusive relationship between Modello and the Merchant. You will have no authority whatsoever to make or accept any offer or representations on behalf of Modello.

 16. INDEMNITY

16.1    You agree and undertake to indemnify and defend Modello, its parent company, its subsidiaries, directors, officers, employees, suppliers, Merchants, assigns form any proceedings, claims, demands or actions directly or indirectly due the User’s breach of this Agreement or in violation of any law or rights of a third party.

16.2 You will defend, indemnify and hold harmless Modello, our officers, directors, employees, Merchant and anyone who is a part of the Modello team against any third party claim, loss, damage, settlement, cost, expense or other liability or claim.

17. GOVERNING LAWS

The Merchant’s Agreement and Modello Terms and Conditions and shall be governed by and construed in accordance to the laws in force Malaysia and shall be subject to the jurisdiction of the Malaysian courts. Subject to the Arbitration Section in this Agreement, you hereby submit to the jurisdiction of the Courts in Malaysia.

 18. FORCE MAJEURE

Modello will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events, or other matters beyond reasonable control.

19. ARBITRATION

 Any controversy, claim or dispute arising from the Merchant’s Agreement and/or any of the Modello Terms and Conditions, policies, regulations or breach, termination or invalidity thereof shall be referred to and settled by arbitration in accordance with the Arbitration Rules of the Asian International Arbitration Centre (“AIAC”) held in Kuala Lumpur, Malaysia. The place of arbitration will be in Malaysian and the award by the arbitration tribunal shall be final and binding upon the parties. The arbitral tribunal shall consist of a sole arbitrator who has legal knowledge and experience in information technology in Malaysia and independent of either party.

20. GENERAL PROVISIONS

20.1 Modello reserves all rights not expressly granted herein.

20.2  Modello may modify this Merchant’s Agreement at any time by posting the revised Merchant’s Agreement on this Modello Mobile Application and Modello Website. Your continued use of this Modello Mobile Application and Modello Website after such changes have been posted shall constitute your acceptance of such revised Merchant’s Agreement.

20.3 You may not assign, sublicense or transfer any rights granted to you hereunder or subcontract any of your obligations.

20.4 Nothing in these Merchant’s Agreements shall constitute a partnership, joint venture or principal-Merchant relationship between you and Modello, nor does it authorise you to incur any costs or liabilities on Modello’s behalf.

20.5 The failure of Modello at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing.

20.6 These Merchant’s Agreement are solely for your and our benefit and are not for the benefit of any other person or entity, except for Modello’s affiliates and subsidiaries (and each of Modello’s and its affiliates’ and subsidiaries’ respective successors and assigns).

20.7 The terms set forth in these Merchant’s Agreement and any agreements and policies included or referred to in these Merchant’s Agreement constitute the entire agreement and understanding of the parties with respect to the Services and the Site and supersede any previous agreement or understanding between the parties in relation to such subject matter. The parties also hereby exclude all implied terms in fact. In entering into the agreement formed by these Merchant’s Agreement, the parties have not relied on any statement, representation, warranty, understanding, undertaking, promise or assurance of any person other than as expressly set out in these Merchant’s Agreement. Each party irrevocably and unconditionally waives all claims, rights and remedies which but for this Section it might otherwise have had in relation to any of the foregoing. These Merchant’s Agreement may not be contradicted, explained or supplemented by evidence of any prior agreement, any contemporaneous oral agreement or any consistent additional terms.

20.8 You agree to comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and corruption including without limitation to the laws in Malaysia and confirm that you have and shall have in place all policies and procedures needed to ensure compliance with such requirements.

20.9 If you have any questions or concerns about this Merchant’s Agreement or any issues raised in this Merchant’s Agreement or on the Modello Mobile Application and Modello Website, please contacts us at: hello@modello.my.

LEGAL NOTICES: Please send all legal notices to legal@modello.my.

I HEREBY CONFIRM THAT HAVE READ THIS MERCHANT’S AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE AND ANY REVISION THE SAME HEREAFTER. BY CLICKING THE “SIGN UP ” OR “CONNECT WITH FACEBOOK” BUTTON BELOW, I UNDERSTAND THAT I AM CREATING A DIGITAL SIGNATURE, WHICH I INTEND TO HAVE THE SAME FORCE AND EFFECT AS IF I HAD SIGNED MY NAME MANUALLY.