Last Updated: 28 March 2019
IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. PLEASE READ CAREFULLY.
All references to “you” or “your,” as applicable, mean the person who accesses, uses, and/or participates in the Services in any manner, and each of your heirs, assigns, and successors. If you use the Services on behalf of an entity, you represent and warrant that you have the authority to bind that entity, your acceptance of the Terms will be deemed an acceptance by that entity, and “you” and “your” herein shall refer to that entity.
A. “Merit Goods” means product that is produced and sold to help the community and benefit certain causes or
B. “Social Experience” means products or services that allows people to experience, learn, and give social impacts at the same time.
C. “Donation” means an activity to collect funds or money that is given to certain organisation or charity to support certain cause.
D. “Campaign” means an activity to promote Merit Goods, Social Experience, and/or Donation that is backed by certain causes, goals, or events for which an organisation or community seeks fund through the D. “Seasonal Campaign” means a program to promote Merit Goods, Social Experience, and/or Donation for certain period of time, amount of donations, or sales limit.
E. “Campaign Organiser” means a community or organisation who creates or manages a Campaign.
F. “Movements” means an activity to promote and support social causes done by individuals through the Services.
G. “Buyer” means an individual or organisation who purchase Merit Goods and Social Experience.
H. “Donors” means an individual or organisation who donate to Donation through the Services.
I. “Members” means individual, community, organisation, and other users registered in the Platform that uses of the Services.
To use the Services you must be, and represent and warrant that you are of legal age (18 years of age or older or otherwise of legal age in your jurisdiction) and competent to agree to these Terms. If PoA has previously prohibited you from accessing or using the Services, you are not permitted to access or use the Services.
3. Additional Terms and Policies
We may, from time to time, modify these Terms. Please check this page periodically for updates. Any changes will be posted on the Services. If you do not agree to, or cannot comply with, the modified Terms, you must stop using the Services. The updated Terms will take effect after their posting and will apply on a going-forward basis. Your continued use of the Services after any such update constitutes your binding acceptance of such changes.
5. Account Registration
You may be required to create an account to use the Services. You agree to provide us with accurate, complete, and current registration information about yourself. It is your responsibility to ensure that your password remains confidential and secure. By registering, you agree that you are fully responsible for all activities that occur under your user name and password. We may assume that any communications we receive under your account have been made by you.
You are responsible for notifying us at firstname.lastname@example.org if you become aware of any unauthorized use of or access to your account. You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your account. PoA will not be liable for any loss, damages, liability, expenses or attorneys’ fees that you may incur as a result of someone else using your password or account, either with or without your knowledge and/or authorization, and regardless of whether you have or have not advised us of such unauthorized use. You will be liable for losses, damages, liability, expenses and attorneys’ fees incurred by PoA or a third party due to someone else using your account.
6. Intellectual Property and Other Proprietary Rights
The Services are owned and operated by Scoop Asia Sdn. Bhd. and contain materials (including all software, design, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, artwork and other graphic materials, and names, logos, trademarks and service marks) which are derived in whole or in part from materials supplied by PoA and its partners, as well as other sources, and is protected by Malaysia copyright laws, international treaty provisions, trademarks, service marks and other intellectual property laws. The Services are also protected as a collective work or compilation under Malaysia copyright and other law and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Services. You acknowledge that the Services have been developed, compiled, prepared, revised, selected, and arranged by PoA and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitute valuable intellectual property of PoA and such others. You agree to protect the proprietary rights of PoA and all others having rights in the Services during and after the term of these Terms and to comply with all reasonable written requests made by PoA or its suppliers and licensors of content or otherwise to protect their and others’ contractual, statutory, and common law rights in the Services. You agree to notify PoA immediately upon becoming aware of any claim that the Services infringe upon any copyright, trademark, or other contractual, statutory, or common law rights. All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including without limitation rights in and to all applications and registrations relating to the Services shall, as between you and PoA, at all times be and remain the sole and exclusive property of PoA.
7. User Content
User Content and Submissions
The Services may enable you to submit, post, upload, or otherwise make available (collectively, “Post”) content such as photographs, videos, writings, questions, ideas, comments and other content (collectively, “User Content”) that may or may not be viewable by other users.
Our License to User Content
User Content Representations
You acknowledge and agree that all User Content that you Post is your sole responsibility. You further agree that you have all required rights to Post such User Content without violation of any third-party rights. You understand that PoA does not control, and is not responsible for, User Content, and that by using the Services, you may be exposed to User Content from other users that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. Please also note that User Content may contain typographical errors, other inadvertent errors or inaccuracies. You agree that you will indemnify, defend, and hold harmless PoA for all claims resulting from User Content you Post. We reserve the right, at our own expense, to assume the exclusive defense and control of such disputes, and in any event you will cooperate with us in asserting any available defenses.
User Content Review
You acknowledge and agree that PoA and its designees may or may not, at PoA’s discretion, pre-screen User Content PoA its appearance on the Services, but that PoA has no obligation to do so. You further acknowledge and agree that PoA reserves the right (but does not assume the obligation) in its sole discretion to reject, move, edit or remove any User Content that is contributed to the Services. Without limiting the foregoing, PoA and its designees shall have the right to remove any User Content that violates these Terms or is otherwise objectionable in PoA's sole discretion. You acknowledge and agree that PoA does not verify, adopt, ratify, or sanction User Content, and you agree that you must evaluate and bear all risks associated with your use of User Content or your reliance on the accuracy, completeness, or usefulness of User Content.
Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable, non-transferable, and revocable right to access and use the Services only for your own use, and only in a manner that complies with all legal requirements that apply to you or your use of the Services. PoA may revoke this license at any time, in its sole discretion.
9. Prohibited Uses
Use of the Services for any illegal purpose, or any other purpose not expressly permitted in these Terms, is strictly prohibited. Without limitation, you will not:
• Post User Content that is polemic, sectarian, or divisive in its nature;
• Post User Content that supports violence, terrorism, or extreme / radical views;
• Post User Content that harasses, abuses, or threatens any other person, or that contains obscene content; is false, misleading, or inaccurate; degrades others on the basis of gender, race, class, ethnicity, national origin, religion, sexual preference, disability or any other classification; is unlawful, harmful, tortious, defamatory, libelous, or invasive of another's privacy;
• Copy, download (other than through page caching necessary for personal use, or as otherwise expressly permitted by these Terms), modify, distribute, post, transmit, display, perform, reproduce, broadcast, duplicate, publish, republish, upload, license, reverse engineer, or create derivative works from any content or other information contained on or obtained from or through the Services, by any means except as provided for in these Terms or expressly provided by PoA;
• Scrape, access, monitor, index, frame, link, or copy any content or information on the Services by accessing the Services in an automated way, using any robot, spider, scraper, web crawler, or any other method of access other than manually accessing the publicly-available portions of the Services through a browser;
• Violate the restrictions in any robot exclusion headers of the Services, if any, or bypass or circumvent other measures employed to prevent or limit access to the Services;
• Post material that advocates illegal activity or discusses illegal activities with the intent to commit them;
• Post or otherwise make available any material that contains any software, device, instructions, computer code, files, programs and/or other content or feature that is designed to interrupt, destroy, harm, or limit the functionality of any computer software or hardware or telecommunications equipment (including without limitation any time bomb, virus, malware, software lock, worm, self-destruction, drop-device, malicious logic, Trojan horse, trap door, "disabling," "lock out," "metering" device or any malicious code);
• Post or do anything that could disable, overburden, or impair the proper working of the Services;
• Post material that impedes or otherwise prohibits communication or disrupts user discussion;
• Post, utilize or otherwise make available any other party's intellectual property unless you have the right to do so, or remove or alter any copyright, trademark or other proprietary notice contained on the Services;
• Post any trade secrets or other confidential information, or post any material that you do not have a right to make available under any law or under contractual or fiduciary relationships, including but not limited to inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements;
• Falsely state or otherwise misrepresent your affiliation with a person or entity, or impersonate any person or entity in a manner that does not constitute parody;
• Solicit personal or sensitive information from other users for purposes not permitted by these Terms;
• Send spam or other advertisements or solicitations, surveys, contents, pyramid schemes, promote commercial entities, or otherwise engage in commercial activity on or through the Services;
• Frame, inline link, or similarly display the Services or any portion of the Services; or
• Interfere with any other party’s use and enjoyment of the Services.
10. No Endorsement
BUYERS AND DONORS ARE SOLELY RESPONSIBLE FOR ASSESSING THE VALUE AND APPROPRIATENESS OF CONTRIBUTING TO ANY CAMPAIGN. WE ENCOURAGE BUYERS TO USE THEIR DISCRETION WHEN SUPPORTING CAMPAIGNS.
Though we have no obligation to verify that the accuracy of Campaigns and the use of donations, we take possible fraudulent activity and the misuse of funds raised very seriously. If you have reason to believe that a Campaign Organiser is not raising or using the funds as stated in the Campaign, please alert us of this potential issue by emailing us at email@example.com.
11. User Disputes
You agree that you are solely responsible for your interactions with any other user in connection with the Services and PoA will have no liability or responsibility with respect thereto. PoA reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Services and any third party relating to the use of the Services.
Buyers and Donors can make payment for the transaction on the Campaign organised by Campaign Organiser on PoA through PayPal and credit card. For payment conducted through PayPal are subject to the PayPal User Agreement. Where applicable, PayPal may facilitate money transmission services. By agreeing to these Terms, you agree to be bound by the PayPal User Agreement, as the same may be modified by PayPal from time to time. As a condition of PoA enabling payment processing services through PayPal, you agree to provide us accurate and complete information about you and any applicable Campaigns, and you authorise PoA to share with PayPal this information and transaction information related to your use of the payment processing services provided by PayPal. PoA is not responsible for the performance of PayPal.
Without limiting any other rights we have, in the case of transaction made from the purchase of Merit Goods and/or Social Experience, we may refund all fund to the Buyers if we have not received any order confirmation and/or delivery confirmation within 48 hours from Campaign Organisers since PoA have given payment confirmation made by Buyers to the Campaign Organisers. In the case of transaction made for Donations we may refund all funds to the Donors if we have not received any sufficient Campaign account information or accurate information to transfer funds within 30 days after the Campaign closes. Questions about refunds may be directed to us at firstname.lastname@example.org.
13. Account Suspensions
From time to time, PoA may hold responsibility to review any User Content or any other activity done by Members. Breach of any Terms set out in this document may result in account suspension. PoA will send notice to you and notify the issues, and you need to respond to such notice within 72 hours to take action to solve the issues. Failure to respond might result to your account permanent termination. If you have questions about account suspension or need information about how to resolve, please contact us at email@example.com.
14. Legal Compliance
15. Warranties and Disclaimers
THE SERVICES AND ITS CONTENTS, WHETHER PROVIDED BY POA, ITS LICENSORS, ITS VENDORS OR ITS USERS, AND OTHER INFORMATION ON OR ACCESSIBLE FROM THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY, REPRESENTATION, CONDITION, OR GUARANTEE OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES, REPRESENTATIONS, CONDITIONS OR GUARANTEES OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ALL OF WHICH ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. SPECIFICALLY, BUT WITHOUT LIMITATION, POA DOES NOT WARRANT THAT: (i) THE INFORMATION AVAILABLE ON THE SERVICES IS FREE OF ERRORS; (ii) DEFECTS WILL BE CORRECTED, OR (iii) THE SERVICES OR THE SERVER(S) THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
IN NO EVENT SHALL POA OR ITS AFFILIATES, LICENSORS, VENDORS, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR OTHER REPRESENTATIVES BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES), ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, ANY MATERIALS, INFORMATION, OR RECOMMENDATIONS APPEARING ON THE SERVICES, OR ANY LINK PROVIDED ON THE SERVICES, WHETHER OR NOT POA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, VIOLATION OF STATUTE, OR OTHERWISE. THIS EXCLUSION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
16. Exclusions and Limitations
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages such as above in Section 16. Accordingly, some of the above limitations may not apply to you.
18. Third-Party Links and Services
The Services may provide (1) information and content provided by third parties; and (2) links to third-party websites or resources. PoA is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for (i) any content or other materials on or available from such sites or resources, (ii) any errors or omissions in these websites or resources, or (iii) any information handling practices or other business practices of the operators of such sites or resources. You further acknowledge and agree that PoA 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 linked sites or resources. Your interactions with such third parties (including Campaign Organisers) will be governed by the third parties’ own terms of service and privacy policies, and any other similar terms.
19. Copyright Claims
In accordance with the Malaysia law and regulation and other applicable law, if you believe that your work has been copied in a way that constitutes copyright infringement and is displayed on the Services, please provide substantially the following information to PoA:
• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
• a description of your copyrighted work or other intellectual property that you claim has been infringed;
• a description of where the material you claim is infringing is located on the Services (providing us with website URL is the quickest way to help us locate content quickly);
• your address, telephone number, and e-mail address;
• a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
• a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
Our office can be reached as follows:
Scoop Asia Sdn. Bhd.
56A Jalan SS2/66 47300
Petaling Jaya, Selangor, Malaysia
20. Modification and Termination of the Services
A. Modification of Services
PoA reserves the right at any time to modify or discontinue, temporarily or permanently, the Services (or any part thereof), with or without notice. You agree that PoA shall not be liable to you or any third party for any modification, suspension or discontinuance of the Services.
These Terms are effective unless and until terminated by you or us. We may, in our sole and absolute discretion, deny you access to all or part of the Services at any time for any or no reason at all, with or without notice to you. If we terminate your right to access the Services, these Terms will terminate and all rights you have to access the Services will immediately terminate, provided that any funds earned prior to the effective date of termination will continue to be processed in accordance with these Terms. All provisions of the Terms which by their nature should survive, shall survive termination of services, including without limitation Sections 1 (Definitions), 3 (Additional Terms and Policies), 6 (Intellectual Property and Other Proprietary Rights), 7 (User Content), 10 (No Endorsement), 11 (User Disputes), 15 (Legal Compliance), 16 (Warranties and Disclaimers), 17 (Exclusions and Limitations), 18 (Indemnification), 21 (Modification and Termination of the Services), 22 (Arbitration and Class Action Waiver), 23 (Controlling Law and Severability), 24 (Feedback), and 25 (General Terms). Termination of your account may also include, at PoA’s sole discretion, the deletion of your account and/or User Content.
21. Arbitration and Class Action Waiver
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
A. Initial Dispute Resolution
Most disputes can be resolved without resort to arbitration. If you have any dispute with us, you agree that before taking any formal action, you will contact us at firstname.lastname@example.org, and provide a brief, written description of the dispute and your contact information (including your Campaign name, if your dispute relates to a Campaign). Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with PoA, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.
B. Binding Arbitration
If the parties do not reach an agreed-upon solution within a period of sixty (60) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration as the sole means to resolve claims, (except as provided in section 22(g) below) subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms (including the Terms’ formation, performance, and breach), the parties' relationship with each other, and/or your use of PoA shall be finally settled by binding arbitration administered by Malaysia in accordance with the Courts of Malaysia.
C. Class Action Waiver
The parties further agree that the arbitration shall be conducted in the party’s respective individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND POA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
D. Exception: Litigation of Intellectual Property and Small Claims Court Claims
Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court with jurisdiction or in the Malaysia Patent and Trademark Office to protect its intellectual property rights ("intellectual property rights" means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court's jurisdiction.
E. 30-Day Right to Opt Out
You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt out to at email@example.com with the subject line, "ARBITRATION AND CLASS ACTION WAIVER OPT-OUT." The notice must be sent within thirty (30) days of (a) the Effective Date of these Terms; or (b) your first date that you used the Services that contained any versions of the Terms that included this version of the mandatory arbitration and class action waiver, whichever is later. Otherwise you shall be bound to arbitrate disputes in accordance with the terms of these paragraphs. If you opt out of these arbitration provisions, PoA also will not be bound by them.
F. Changes to This Section
PoA will provide thirty (30) days' notice of any changes to this section by posting on the Services. Amendments will become effective thirty (30) days after they are posted on the Services or sent to you by email. Changes to this section will otherwise apply prospectively only to claims arising after the thirtieth (30th) day. If a court or arbitrator decides that this subsection on "Changes to This Section" is not enforceable or valid, then this subsection shall be severed from the section entitled Arbitration and Class Action Waiver, and the court or arbitrator shall apply the first Arbitration and Class Action Waiver section in existence after you began using the Services.
This Arbitration and Class Action Waiver section shall survive any termination of your use of the Services.
22. Controlling Law and Severability
These Terms shall be construed in accordance with and governed by the laws of Malaysia notwithstanding its conflicts of law principles. Except for claims subject to mandatory arbitration, any dispute arising out of these terms and conditions or the use of this site shall be initiated and conducted in the state or federal courts of Malaysia, and you and PoA consent to the exclusive jurisdiction of such courts.
By sending us any feedback, comments, questions, or suggestions concerning PoA or our services, including the Services (collectively, “Feedback”) you represent and warrant (a) that you have the right to disclose the Feedback, (b) that the Feedback does not violate the rights of any other person or entity, and (c) that your Feedback does not contain the confidential or proprietary information of any third party or parties. By sending us any Feedback, you further (i) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (ii) acknowledge that we may have something similar to the Feedback already under consideration or in development, (iii) grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and (iv) irrevocably waive, and cause to be waived, against PoA and its users any claims and assertions of any moral rights contained in such Feedback. This Feedback section shall survive any termination of your account or the Services.
24. General Terms
A. Force Majeure
Under no circumstances shall PoA be held liable for any delay or failure in performance resulting directly or indirectly from an event beyond its reasonable control.
B. No Waiver
No waiver of any provision of these Terms will be binding unless in writing, no waiver of any provision of these Terms will be deemed a further or continuing waiver of such provision or any other provision, and the failure of PoA to exercise or enforce any right or remedy in these Terms does not waive that right or remedy. If an arbitrator or a court of competent jurisdiction finds any provision of these Terms to be invalid, the parties agree that the court should endeavor to give effect, to the maximum extent permitted by law, to the parties’ intentions as reflected in the provision, and the other provisions of these Terms will remain in full force and effect.
C. Third-Party Beneficiaries/Relationship between the Parties
You agree that there shall be no third-party beneficiaries to these Terms. No agency or employment between you and PoA is created as a result of the Terms or your use of the Services.
These Terms (and all terms and conditions incorporated herein) constitute the entire agreement between you and PoA and govern your use of the Services, and supersede any prior agreements between you and PoA on the subject matter. These Terms, and any rights or licenses granted hereunder, may not be assigned or delegated by you. These Terms, and any rights or licenses granted hereunder, may be assigned or delegated by PoA without restriction. These Terms bind and inure to the benefit of each party and the party’s successors and permitted assigns. These Terms may not be modified by an oral statement by a representative of PoA. No agency, joint venture or employee-employer relationship is intended or created by these Terms. You agree that any agreements made by and between you and us in electronic form are as legally binding as if made in physical written form. The section titles in these Terms are for convenience only and have no legal or contractual effect.
We may deliver notice to you by e-mail, posting a notice on the Services or any other method we choose and such notice will be effective on dispatch. If you give notice to us, it will be effective when received and you must use the following physical or email address: (1) Scoop Asia Sdn. Bhd., 56A Jalan SS2/66 47300 Petaling Jaya, Selangor, Malaysia; or (2) firstname.lastname@example.org.
25. Contact Us
If you have any questions about these Terms, please contact us by email at email@example.com