The following terms and conditions constitute an agreement between: (a) Lemonjar Software Media Sdn Bhd (“Lemonjar”, “we”, “us”, or “our”), the owner/operator of the online platform, website, mobile site and/or mobile application known as “Wonderbuuk” (“Platform”); and (b) you, as the author, seller, Wonderbuuk’s bookstore account holder or publisher (as the case maybe) who publishes or sells (or cause to be published or sold) any E-book (as hereinafter defined) and/or any Book (as hereinafter defined) on or through the Platform (“Seller”, or “you” or “your”). By clicking on the “I agree” or “REGISTER” button, ticking on the checkbox or register as a Seller on the Platform, you signify your agreement to these terms and conditions, and you shall be bound by the same (“Terms and Conditions”).
1.1 In these Terms and Conditions, unless the context otherwise requires, the following words and expressions shall have the following meanings:
| “Account” | means the Seller’s account opened with Wonderbuuk in connection with the Seller’s use of the Platform (seller interface); |
| “Associated Systems” | means any systems and/or networks of Lemonjar or other third party associated or interfaced with, or linked to, the Platform; |
| “Book” | means the book (physical form/hard copy, including without limitation any Content contained in the book) published, listed, offered for sale or sold, or cause to be published, listed, offered for sale or sold, by the Seller on or through the Platform (if any and where applicable). For the avoidance of doubt, E-book is excluded from this definition; |
| “Balance Selling Price” | shall have the meaning prescribed to it in Clause 6.1; |
| “Content” | means design, text, data, graphics, video clips, photographs, files, audio, images, visual interface, information and/or other materials in any form; |
| “Data Protection Legislation” | means all applicable laws relating to the protection of Personal Data and privacy (as may be amended, replaced, reenacted and/or substituted from time to time), including without limitation the applicable laws relating to Personal Data in Malaysia (in particular the Malaysian Personal Data Protection Act 2010 and the applicable personal data protection code of practice (if any), the Personal Data Protection Standard 2015 and all other relevant regulations issued, registered or made pursuant to the Malaysian Personal Data Protection Act 2010); |
| “E-book” | means the electronic book (including without limitation any Content contained in the electronic book) published, listed, offered for sale or sold, or cause to be published, listed, offered for sale or sold, electronically by the Seller, including the Seller’s logo, title of the work, book or publication, which, upon the User’s purchase, will be made available to the User electronically on or through the Platform (if any and where applicable). For the avoidance of doubt, the term sell and/or other equivalent terms in the context of E-book shall mean the grant of the right to read or loan the E-book to the User and will not include the transfer of the ownership of any Intellectual Property Rights contained therein to the User; |
| “Intellectual Property Rights” | means any and all intellectual property rights (wherever in the world, whether registered or unregistered including any application or right of application for such rights, the renewal or extension of such rights), including without limitation all rights, interests and/or titles in, to, under, in connection with or relating to: (i) inventions and patents; (b) copyright, copyrightable works and rights in the nature of or analogous to copyright; (c) names, marks, trade names, trademarks, service marks and logos; (d) designs and circuit layouts; (e) any confidential information, trade secrets and know-how; and (f) other rights, titles and interests similar to the foregoing or are otherwise capable of being protected as intellectual property rights; |
| “Lemonjar Fees” | shall have the meaning prescribed to it in Clause 6.1; |
| “Personal Data” | means personal data, personal information, personally identifiable information and/or other similar terms (as applicable) as defined under the Data Protection Legislation; |
| “Policies” | means the standard rules, information and/or policies developed and published by Lemonjar on the Platform or notified to you in connection with these Terms and Conditions from time to time; |
| “Registration/Account Details” | means identification in respect of the Account (including without limitation your Account’s username and password, your name, contact details, and/or other details contained in the Account); |
| “Seller Content” | means the E-book, the Book and/or any Content provided by or originated from the Seller in connection with any E-book and/or any Book and/or pursuant to these Terms and Conditions, including without limitation all synopsis and/or summary relating to any E-book and/or any Book; |
| “Selling Price” | means the selling/loan price (as the case maybe) of the E-book and/or the Book as published on the Platform (excluding taxes, shipping fees, bank/third party payment gateway charges and other associated fees); |
| “Trademarks” | means names, marks, trade names, trademarks, service marks and logos; and |
| “User” | means a user of the Platform (User interface), a buyer, purchaser or reader (as the case may be) of the E-book and/or the Book. |
1.2 In these Terms and Conditions, unless the context otherwise requires:
| (a) | words denoting the singular include the plural and vice-versa; |
| (b) | words denoting natural persons include bodies corporate and unincorporated; |
| (c) | references to any legislation or to any provision of legislation shall include any modification or re-enactment of that legislation or any legislative provision substituted for, and all regulations and statutory instruments issued under such legislation or provision; |
| (d) | headings of these Terms and Conditions are inserted for convenience only and shall not affect the construction or interpretation of these Terms and Conditions; |
| (e) | references to any party to these Terms and Conditions or any other agreement or instrument shall include that party's successors and permitted assigns; |
| (f) | no rule of construction or interpretation applies to the disadvantage or detriment of the party having control or being responsible for the preparation of these Terms and Conditions; and |
| (g) | any words following the terms including, include or any similar phrase shall be construed as illustrative and shall not limit the generality of the related general words. |
Platform and Wonderbuuk Services |
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| 2.1 | The Platform (seller interface) is an online platform which allows you to publish, list and/or sell to any User (or cause to be published, listed and/or sold to any User) any Book and/or any E-book. |
| 2.2 | Unless otherwise indicated on the Platform, you acknowledge that the E-book and the Book are directly sold by you to the User and Lemonjar is a mere facilitator. The relevant third party transaction between you and the User shall be referred to as “Third Party Contracts”. All Third Party Contracts are strictly made by and between you and the User to the full and absolute exclusion of Lemonjar, save that Lemonjar will be a mere facilitator in facilitating the Third Party Contracts through and limited to the services made available, and to be performed, by Lemonjar on the Platform which may comprise the following: (a) enabling you to publish, list or offer for sale any Book and/or any E-book subject to these Terms and Conditions; (b) enabling you to make available any purchased E-book for User to access and read via the Platform (User interface) subject to these Terms and Conditions and the Terms of Use published on the Platform; and (c) facilitate payment through third party payment gateway providers, collectively “Wonderbuuk Services”. Notwithstanding the foregoing and as a condition of you using the Platform, you agree to observe and comply with all the terms and conditions contained herein, including without limitation any obligations contained herein which are applicable to you, as the Seller of the E-book and/or the Book. |
Policies and Programmes |
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| 2.3 | The use of the Platform shall be subject to the Policies as may be developed and imposed on you by Lemonjar from time to time. Except as otherwise expressly prohibited by applicable laws, we may amend, update, modify or supplement the Policies from time to time. You are responsible for reviewing such updated Policies published by us on the Platform and/or notified to you from time to time. You shall comply with the Policies to the extent relevant to you. |
| 2.4 | The use of the Platform may also be subject to such programmes as may be published on the Platform from time to time. Such programmes shall be subject to the terms and conditions as may be imposed by Lemonjar. Lemonjar may invite you to participate in such programmes from time to time and you are encouraged to participate in such programmes. |
Account |
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| 2.5 | In order to sell, list and/or publish any E-book or any Book on or through the Platform, you are required to create an Account. For this purpose, you will be required to register and hereby authorize the use and disclosure of your information for purposes of allowing us to facilitate the creation of your Account and profile in the Platform and as necessary in relation to your use of the Platform. |
| 2.6 | You may be required to provide us with your personal information and other information during the registration process and from time to time during your use of the Platform for verification purpose and other purposes relating to your use of the Platform. By creating an Account on the Platform, you consent to the processing of your personal information by us in accordance with our Personal Data Protection Notice published on the Platform and grant us the right to process your information for any purposes relating to your use of the Platform or as permitted hereunder. You shall ensure that all the relevant information made available to us are and remain true and accurate. |
| 2.7 | In the event that any third party personal information is provided by you to us, you are responsible for ensuring that all necessary consent has been obtained from such third party and that such third party has agreed to the processing of his/her personal information by us in accordance with our Personal Data Protection Notice published on the Platform. |
| 2.8 | Your Account registration or creation shall be subject to Lemonjar’s approval. Lemonjar shall have the right to refuse to register any person as a seller in its sole and absolute discretion. Upon Lemonjar’s approval, you will be able to use the Platform (seller interface), including without limitation list your E-book and/or Book for sale. |
| 2.9 | You shall be solely responsible for keeping the username, password and other Registration/Account Details confidential and secured at all times and shall immediately notify Lemonjar of any unauthorised access to your Account (you may email assistant@wonderbuuk.com or call our helpline). Unless expressly agreed by Lemonjar, each Seller is limited to one seller Account. No Account may be created on behalf of or in order to impersonate another person. Your Account is for your personal use only and you shall not commercialise your Account in any manner whatsoever save as in accordance with these Terms and Conditions. Should Lemonjar discover any fraudulent or fake Account or misuse of any Account, Lemonjar may suspend or delete such Account and reserves the right to take any further action. By creating an Account, you represent and warrant that you are competent and have the right, authority and capacity to agree to these Terms and Conditions and to abide by the same. |
| 3.1 | Lemonjar grants you the right to have access to the Platform (seller interface) and/or to use the Wonderbuuk Services upon successful registration as a Seller subject always to these Terms and Conditions. |
| 3.2 | Upon successful completion of registration of your Account, you will be entitled to access the Platform (seller interface) as a seller and use the Wonderbuuk Services subject to these Terms and Conditions until the termination of your Account or this Agreement in accordance with these Terms and Conditions. |
Setting up your bookstore |
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| 4.1 | You shall follow the procedure set out in the Platform (seller interface) to set up the store in the Platform (seller interface) and to list or publish your Book and/or your E-book. You will be prompted to provide the relevant information relating to your E-book and/or your Book such as the E-book and/or the Book title, publisher details, publication date, genre, loan period (if your E-book is available for loan) and promotion terms (where applicable). |
| 4.2 | With regard to E-book, you shall upload each E-book which you desire to publish, list, offer for sale and/or sell on or through the Platform in electronic format (in pdf format (.pdf)), generic E-book format (.epub)) and/or other format permitted by the Platform, and all relevant Content in respect of the E-book such as the E-book cover, description or excerpt of the E-book at your own expense. For the avoidance of doubt, the file size of the E-book format uploaded on the Platform shall not exceed 500MB for each file unless otherwise permitted by the Platform. Lemonjar will not return to you any electronic files, content or media you upload or provide to Lemonjar in connection with these Terms and Conditions. You must upload all electronic files free and clear of viruses, worms and other potentially harmful or disrupting code. |
| 4.3 | You shall ensure that the Book and E-book published, listed or offered for sale by you are available for delivery and fulfilment and shall be made available or delivered to the User in accordance with the Terms and Conditions herein. Upon the confirmation of an order: (a) in the case of Book and unless otherwise agreed with Lemonjar, you shall package and ship the Book to the User within the agreed-upon or represented shipping timeframe, ensuring that the Book is in good condition and free from defects. All costs associated with shipment, packaging, and handling shall be borne by you (save for the shipping fees paid to Lemonjar by the User which shall be paid by Lemonjar to the relevant shipping service provider); and (b) in the case of E-book, you shall make available the E-book and grant the User a perpetual, non-revocable right to the User to read the E-book subject to the terms of use published on the Platform (User interface) save for any E-book loaned by the User, in which case only during and throughout the term of the loan. |
Seller Content |
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| 4.4 | Notwithstanding anything contained herein, you acknowledge that Lemonjar is not the author, is not the intellectual property owner and is not in any way involved in the writing or initial publishing of the E-book and/or the Book, and Lemonjar shall not be liable in any manner whatsoever in relation to the Content of the E-book and/or the Book. You shall be fully and solely responsible for your listing and all Seller Content. For the avoidance of doubt, you shall be fully responsible for and ensure the legality, accuracy, reliability, quality and completeness of all the Seller Content. If there is any claim, dispute and/or complaint in relation to any Seller Content by any User and/or other third party, you shall be solely responsible for such claim, dispute and/or complaint. If there is any claim or complaint made by any User and without prejudice to Lemonjar’s other rights and remedies under these Terms and Conditions and at law, you shall resolve, or fully cooperate with and assist Lemonjar in resolving (if such claim or complaint is made against or to Lemonjar), such claim or complaint to the extent attributable to your breach, default, non-observance, act and/or omission and you agree to take all necessary steps to rectify and resolve such claim or complaint, including honouring a refund requested by the User. You shall deal with all User honestly and politely and in an appropriate and professional manner. |
| 4.5 | You hereby grant Lemonjar (and/or its personnel and/or affiliates) the royalty-free licence and right to use the Seller Content for any purposes reasonably contemplated under these Terms and Conditions and in respect of Seller Content published, listed or distributed on or through the Platform, the royalty-free licence and right to publish and/or display such Seller Content on or through the Platform. For the avoidance of doubt, purposes reasonably contemplated under these Terms and Conditions in the context of Lemonjar’s use shall include without limitation to facilitate the Third Party Contracts, to enforce Lemonjar’s rights, to give effect to these Terms and Conditions, to carry out Wonderbuuk Services, to maintain the Platform and for internal processing purposes. |
| 4.6 | You shall not and shall not attempt to, whether by yourself or by allowing any third party to store in, post, list, upload, distribute or transmit, or cause to be stored, listed, posted, uploaded, distributed or transmitted, in, on, to or through the Platform and/or Associated Systems any Content that: (i) will violate or infringe any applicable laws or the rights (including without limitation any Intellectual Property Rights) of Lemonjar or other person; and/or (ii) is unlawful, technologically harmful, threatening, abusive, discriminatory, defamatory, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offence, give rise to civil liability or otherwise violate any law (“Unlawful/Offensive Content”). |
| 4.6 | You warrant and undertake that: (a) the Seller Content will not contain any Unlawful/Offensive Content; (b) your use of the Platform will not violate or infringe, or cause Lemonjar to violate or infringe, any applicable laws or the rights (including without limitation any Intellectual Property Rights) of any person; and (c) the access to and/or collection, use and/or processing of Seller Content by Lemonjar (and/or its personnel and/or affiliates) to the extent necessary for the purposes reasonably contemplated hereunder and/or Lemonjar exercising its rights conferred hereunder will not infringe or violate any applicable laws and/or the rights (including without limitation the Intellectual Property Rights) of any person. |
| 4.7 | You warrant and undertake that: (a) the Seller Content will not contain any Unlawful/Offensive Content; (b) your use of the Platform will not violate or infringe, or cause Lemonjar to violate or infringe, any applicable laws or the rights (including without limitation any Intellectual Property Rights) of any person; and (c) the access to and/or collection, use and/or processing of Seller Content by Lemonjar (and/or its personnel and/or affiliates) to the extent necessary for the purposes reasonably contemplated hereunder and/or Lemonjar exercising its rights conferred hereunder will not infringe or violate any applicable laws and/or the rights (including without limitation the Intellectual Property Rights) of any person. |
| 4.8 | Any Seller Content published, listed or uploaded on the Platform which does not comply with these Terms and Conditions shall be immediately removed by the Seller, without prejudice to any other rights and remedies of Lemonjar under these Terms and Conditions or at law. |
| 4.9 | You shall not include in any Seller Content any advertisements or other similar Content that is primarily intended to advertise or promote products and/or services unless otherwise authorised by Lemonjar in writing. You must ensure that all metadata you provide to Lemonjar is current, complete, and accurate. If you become aware that any metadata you have provided to Lemonjar for an E-book or Book is inaccurate or incomplete, you shall promptly submit the correct metadata to us. |
| 4.10 | Lemonjar shall be entitled to, in its sole and absolute discretion, determine the arrangement of the Book and/or E-book published or listed on or through the Platform. Lemonjar’s determination in respect of the arrangement shall not prejudice any of Lemonjar's rights, nor does it release you from any of your warranties, liabilities and other obligations under or in connection with these Terms and Conditions. If Lemonjar requests that you provide additional information relating to your E-book and/or your Book, such as information confirming that you have all necessary rights to list and permit the distribution of your E-book and/or your Book through the Platform, you shall promptly provide the information requested, and you represent and warrant that any information and documentation you provide to Lemonjar in response to such a request will be current, complete, and accurate. You authorise us, directly or through third parties, to make any inquiries Lemonjar considers appropriate to verify your rights to permit your distribution of the E-book and/or Books and the accuracy of the information or documentation you provide to Lemonjar with respect to those rights. |
Delisting |
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| 4.11 | You may delist your E-book and/or your Book from the Platform provided that any Book and/or E-book purchased prior to the same being delisted shall still be delivered to the User and made available to the User according to the relevant terms. The delisting of any E-book and/or Book shall apply prospectively only and shall not affect the transactions concluded prior to the delisting. |
DRM Technology (for E-books only) |
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| 4.12 | Lemonjar may, but are not obligated, to adopt the digital rights management technology to restrict the downloading of the E-book (“DRM”). You acknowledge that Lemonjar makes no representations as to the efficacy of the DRM and will not be responsible for any failure of the DRM. |
| 5.1 | You are required to input the Selling Price of your E-book or Book by following the procedure on the Platform (seller interface). You may indicate whether your E-book or Book is available either for sale or for loan and set a different rate price for each option. Depending on the option which you select, you are required to input the Selling Price in the respective columns. You may change the price of your E-book or Book through the Platform, and the changes will automatically be updated on the Platform immediately upon submission by you. |
| 6.1 | When a User purchases (or loans, where applicable) any Book and/or E-book, the User will pay the Selling Price through the third-party payment gateway provider. For each Book and/or E-book sold or, where applicable, loaned, to a User through the Platform, Lemonjar shall be entitled to retain and will deduct its fees as set out in Appendix A (“Lemonjar Fees”), if any. The balance of the Selling Price (upon deduction of the Lemonjar Fees) will be paid to you subject to any other deductions Lemonjar is entitled to make in accordance with these Terms and Conditions, including without limitation the Policies (“Balance Selling Price”). |
| 6.2 | The Balance Selling Price payable for the transactions concluded will be accumulated and paid in two (2) tranches each month based on sales report generated through the Platform (seller interface) for such month to the extent Lemonjar has received the Selling Price from its third-party payment gateway provider. The Balance Selling Price for any Selling Price yet to be received will be paid within thirty (30) days upon Lemonjar’s receipt of the same from its third-party payment gateway provider. The sales report generated through the Platform (seller interface) shall be final, conclusive and binding on the parties hereto in the absence of manifest error. You shall be deemed to have accepted the sales report if you do not dispute the same within fourteen (14) days from the date you receive the sales report from Lemonjar. You shall provide a valid bank account in your Account in order to receive the Balance Selling Price, failing which Lemonjar will not be obligated to pay the Balance Selling Price to you until you do so. Lemonjar may establish other payment policies from time to time for different payment methods. |
| 6.3 | Without prejudice to Lemonjar’s other rights and remedies under these Terms and Conditions or at law, Lemonjar shall have the right to withhold or suspend payment of any Balance Selling Price in the event of any breach, fault, negligence or default, alleged or otherwise, on the part of the Seller. For the avoidance of doubt, this shall not prejudice Lemonjar’s right to pursue other remedies; |
| 6.4 | You are responsible for any income or other taxes due and payable resulting from payments to you by us under these Terms and Conditions. Lemonjar maintains the right, however, to deduct or withhold any and all applicable taxes from amounts due to you including but not limited to sales tax, service tax or any other consumption tax or similar taxes (whether applicable now or hereinafter), and the amounts due, as reduced by those deductions or withholdings, will constitute full and final settlement of such amounts payable to you. |
| 6.5 | Any payment of the Balance Purchase Price to you will not in any way be considered as a waiver of Lemonjar's rights nor a discharge of your obligations or liabilities under these Terms and Conditions. |
| 7.1 | We may (but shall be under no obligation to) investigate if you misuse the Platform, breach any of these Terms and Conditions or behave in a way which we regard as inappropriate, unlawful or illegal. For the purpose of this Clause, “Platform and Platform Contents” refers to the Platform and/or any Content made available or published through the Platform by Lemonjar or any third party (or any part thereof). Save as otherwise expressly permitted by Lemonjar in writing or with Lemonjar’s written consent, you shall not and shall not attempt to, whether by yourself or by allowing any third party to: |
| (a) | copy, distribute and/or disseminate the Platform and Platform Contents for any purposes and/or rent, lease, licence, sell, loan, translate, merge, adapt, vary or modify the Platform and Platform Contents (except where such act is necessary for the normal use of the Platform for the purpose as permitted by Lemonjar); |
| (b) | disassemble, decompile, reverse-engineer, recreate or otherwise reduce to human-perceivable form all or any part of the Platform; |
| (c) | reconstruct, identify or discover any underlying software, source code, underlying ideas, underlying user interface techniques or algorithms of the Platform; |
| (d) | create derivative works based on the whole or any part of the Platform and Platform Contents; |
| (e) | commercially exploit the Platform and Platform Contents or use the Platform and Platform Contents for any purpose other than the purposes permitted by and reasonably contemplated under these Terms and Conditions; |
| (f) | make alterations or modifications to the whole or any part of the underlying software of the Platform and/or Associated Systems, or permit the underlying software of the Platform to be combined with, or become incorporated in, any other programs; |
| (g) | use the Platform and Platform Contents and/or Associated Systems in any improper, unauthorised and/or unlawful manner, for any unlawful purpose, or in any manner inconsistent with or not authorised by these Terms and Conditions, including without limitation using the Platform to facilitate illegal activity, acting fraudulently or maliciously, deciphering any transmissions to or from the servers running or hosting the Platform or using the Platform for commercial, and/or non-personal purposes and/or for any purpose that is prohibited by these Terms and Conditions and/or applicable laws; |
| (h) | use any device, software or routine to interfere or attempt to interfere with the proper working of the Platform and Platform Contents and/or Associated Systems; |
| (i) | use the Platform to cause damage or injury to any person or property and/or upload, post or transmit, or cause to be uploaded, posted or transmitted, to or through the Platform and/or Associated Systems any material which contains viruses, malicious codes or other computer codes, files or programs which are harmful or designed to limit or destroy the functionality or compromise the integrity of any computer software or hardware; |
| (j) | misuse, abuse or hack into any aspect of, or otherwise compromise the integrity of, the Platform and Platform Contents and/or Associated Systems in any manner whatsoever; |
| (k) | collect, share or harvest any Content from the Platform and/or Associated Systems except where such act is necessary for the normal use of the Platform for the purpose as permitted by Lemonjar; |
| (l) | gain unauthorised access to any component or portion of the Platform and Platform Contents and/or Associated Systems, or otherwise obtain or attempt to obtain any materials through any component or portion of the Platform and/or Associated Systems, not intentionally made available by Lemonjar to you; |
| (m) | send, publish or advertise any unsolicited advertising or promotional content through or on the Platform and/or Associated Systems; |
| (n) | overload, “flood,” “spam,” “mail bomb,” or “crash” the Platform; |
| (o) | take any action that places excessive demand on the Platform and/or Associated Systems or imposes, or may impose, an unreasonable or disproportionately large load on the servers and/or networks of Lemonjar or its personnel/contractors; |
| (p) | use the Platform in a way that could: (i) damage, disable, overburden, impair or compromise the systems or security of Lemonjar or its personnel/contractors; or (ii) interfere with other users’ use of the Platform in any manner whatsoever; |
| (q) | scan, test or tamper with or compromise the safety, security or configuration of the Platform and Platform Contents and/or Associated Systems or otherwise breach any security or authentication measures; |
| (r) | bypass or circumvent measures employed to prevent or limit access to or use of the Platform and Platform Contents and/or Associated Systems; |
| (s) | engage in any conduct which will violate any laws or infringe our rights or those of any third party in relation to your use of the Platform and Platform Contents, including without limitation using the Platform in a manner which violates the privacy of other users; |
| (t) | impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with any person or entity in connection with your use of the Platform; |
| (u) | express or imply that any statements you make are endorsed by us without our specific prior written consent; and/or |
| (v) | publicly disseminate information regarding the performance of the Platform or access or use the Platform for competitive analysis or benchmarking purposes. |
| 7.2 | You shall: |
| (a) | co-operate with and assist Lemonjar with all matters in connection with these Terms and Conditions and deal with Lemonjar in utmost good faith and in a professional and appropriate manner; |
| (b) | carry out all obligations and duties under these Terms and Conditions in a timely and efficient manner, with reasonable skill and care and in accordance with good industry practice; |
| (c) | comply with all applicable laws and procure, obtain and maintain all necessary licences, consents, approvals and/or permits (regulatory, contractual or otherwise) relating to your use of the Platform and your activities and obligations in connection with these Terms and Conditions. Without prejudice to the generality of the foregoing, you further represent and warrant that you have obtained and paid for, and will continue to maintain and pay for, any and all necessary clearances, approvals, authorisations and licenses and in respect of your activities and obligations hereunder and to permit Lemonjar to fully exercise its rights hereunder without any further payment obligation by Lemonjar other than the agreed fees under these Terms and Conditions; |
| (d) | not and will not do or omit to do anything, or permit anything to be done, which may cause Lemonjar to violate or breach any applicable laws or infringe any rights of any person in respect of your activities and responsibilities under Terms and Conditions; |
| (e) | declare, make or sign all documents and do all things necessary or desirable to give effect to these Terms and Conditions; |
| (f) | ensure that all representations and/or information published/listed or cause to be published/listed on the Platform in connection with your Book and/or E-book is accurate and in compliance with applicable laws and the delivery of the same shall be in accordance with such representations and/or information; and |
| (g) | attend all relevant trainings and meeting as may be reasonably required by Lemonjar in relation to these Terms and Conditions. |
| 8.1 | Lemonjar has the sole discretion in determining all marketing and promotions related to the sale of your E-book and/or Book through the Platform and may, but not obliged to, market and promote your E-book and/or Book by making chapters or portions of your E-book and/or Book available to prospective readers without charge, and by permitting prospective readers to see excerpts of your E-book and/or Book in response to search queries. You acknowledge and hereby authorise such use without any additional fees. |
| 9.1 | Generally, cookies are text files containing small amounts of information which are downloaded to your computer or mobile device when you visit a platform and allow a platform to recognize your device. The Platform uses cookies to distinguish you from other users of the Platform. Cookies do a lot of different jobs, such as letting you navigate between pages efficiently, remembering your preferences and generally improving the user experience. This helps us to identify your preferences when you browse the Platform to provide you with a better browsing experience and also allows us to improve the Platform. We process your cookies for the purpose of these Terms and Conditions and, where applicable, in accordance with our Personal Data Protection Notice. |
| 9.2 | Please note that third parties (including, for example, advertising networks and providers of external services like web traffic analysis services) may also use cookies, over which Lemonjar has no control. These cookies are likely to be analytical/performance cookies or targeting cookies. Lemonjar recommends that you check the relevant third party's privacy policies for information about any cookies which may be used. |
| 9.3 | You can block cookies by activating the setting on your browser that allows you to refuse the setting of all or some cookies. However, if you use your browser settings to block all cookies (including essential cookies) you may not be able to access all or parts the Platform. |
| 10.1 |
You represent, undertake and warrant as follows:
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| 11.1 | In some cases you may be redirected to the third party’s website/platform or the Platform may contain links to other websites/platform that do not belong to or are not operated and maintained by Lemonjar (“Linked Websites/Platform”). Such links are provided for convenience only. The Linked Websites/Platform should not be construed as an endorsement, approval or recommendation by Lemonjar and Lemonjar shall not be responsible for the Content or privacy practices contained in or associated with the Linked Websites/Platform. Please visit and refer to the Linked Websites/Platform for more information about the Content or privacy practices contained in or associated with the Linked Websites/Platform. |
| 12.1 | To the extent that any of the information and/or materials extended or made available by Lemonjar to you (and/or your Data Recipients), obtained by you (and/or your Data Recipients) and/or loaded, collected, received, maintained, processed or transmitted by you (and/or your Data Recipients) on behalf of Lemonjar under, for the purpose in connection with or as a result of these Terms and Conditions, consists of Personal Data (“Lemonjar’s Personal Data”), you shall comply with the Data Protection Legislation and shall not conduct yourself in such a manner as to cause Lemonjar to be in breach of its obligations (including the obligations as a data user, data controller or its equivalent) under the Data Protection Legislation in respect of the processing of Lemonjar’s Personal Data. You shall observe and comply with the Data Protection Legislation as if you were a data user, data controller or its equivalent under the Data Protection Legislation to the extent relevant to your activities under these Terms and Conditions. You shall at all times comply with the Data Protection Legislation with respect to any of your act or practice under these Terms and Conditions in the same way and to the same extent as Lemonjar would have been required to comply had the act or practice been directly done or engaged in by Lemonjar. |
| 12.2 | In respect of any Personal Data extended or made available to Lemonjar by you under, for the purpose in connection with or as a result of these Terms and Conditions (“Your Personal Data”), you warrant that you have procured all the necessary permits, consents and approvals (statutory, regulatory, contractual or otherwise) for Lemonjar to process Your Personal Data (within and, where necessary, outside Malaysia) for the purpose of these Terms and Conditions, including without limitation for Lemonjar’s internal business and processing purposes and for Lemonjar to carry out its obligations, resolve any dispute and enforce its rights under these Terms and Conditions. You warrant that the processing of Your Personal Data by Lemonjar as aforesaid will not violate or infringe any applicable laws and/or the rights of any person. |
| 13.1 |
“Confidential Information” shall mean all Content of any kind, whether in writing, machine readable or visually readable form, oral or otherwise and whether or not labelled as “Confidential”: (i) that is made available, communicated or released by, or on behalf of,
Lemonjar to you or to other persons who are receiving such Content on your behalf under, for the purpose in connection with or as a result of these Terms and Conditions; and (ii) that is obtained by you or other persons who are obtaining such Content on your behalf relating to Lemonjar’s business, personnel, customers and/or operations under, for the purpose in connection with or as a result of these Terms and Conditions. Notwithstanding anything contained herein,
Confidential Information shall exclude any Content that (and to the extent such Content):
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| 13.2 | Unless otherwise stated herein, you shall not disclose the Confidential Information to any person except: (a) to the relevant governmental or statutory authorities, officers or bodies or any other person to the extent required by any applicable laws; (b) to any relevant tribunals, court officers, parties and/or court to the extent necessary to resolve any disputes under these Terms and Conditions; (c) to any person expressly permitted under these Terms and Conditions; (d) to your employees and professional advisors bound by duty of confidentiality who have a definite need to know the Confidential Information for the purpose of these Terms and Conditions; and/or (e) to any person approved by Lemonjar in writing (“Permitted Disclosure”). You shall limit the disclosure of the Confidential Information and shall only disclose such part of the Confidential Information as may be necessary having regard to the purpose relating to the Permitted Disclosure. |
| 14.1 | All existing Intellectual Property Rights of a party (and/or its relevant third party vendors, contractors, service providers, licensors or affiliates) shall continue to be owned by the party (and/or its relevant third party vendors, contractors, service providers, licensors or affiliates). Nothing in this Agreement shall transfer or assign any such Intellectual Property Rights to the other party. |
| 14.2 | You shall own the Intellectual Property Rights subsisting in the Seller Content. |
| 14.3 | The Platform (including without limitation its underlying software or technology) and the Content created and developed by us (and/or our relevant third party vendors, sellers, users, contractors, service providers, licensors and/or affiliates) which is published on the Platform shall belong absolutely to us (and/or our relevant third party vendors, sellers, users, contractors, service providers, licensors and/or affiliates), including without limitation all Intellectual Property Rights subsisting therein (“Wonderbuuk Properties”). You acknowledge that the Platform and its underlying software or technology are proprietary to us and are protected by applicable Intellectual Property Rights laws. Any use of Wonderbuuk Properties shall be subject to our approval and instructions and these Terms and Conditions. For the avoidance of doubt, any and each use of our logos, marks, trade names and/or business names (“Wonderbuuk Marks”) shall be subject to our prior written consent, instruction and any conditions as we may impose. You are permitted to use the Wonderbuuk Properties to the extent made available to you only for purposes reasonably contemplated herein in accordance with and subject always to these Terms and Conditions. |
| 15.1 | We will perform the Wonderbuuk Services with reasonable skill and care. | ||||||
| 15.2 | To the maximum extent permitted by applicable laws, the Platform, the Wonderbuuk Services, and the Content made available or provided by Lemonjar through the Platform are provided on an "as is" and “as available” basis, with all faults and without warranty of any kind, and Lemonjar hereby disclaims all warranties and conditions, either express, implied or statutory, with respect to the Platform, the Wonderbuuk Services, and the Content made available or provided through the Platform (including, but not limited to any implied warranties and/or conditions of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, completeness and non-infringement of third party rights) save and except for the express warranties and conditions stated in these Terms and Conditions. | ||||||
| 15.3 |
Without prejudice to the foregoing, we do not represent and warrant, to the maximum extent permitted by applicable laws:
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| 15.4 | Content may be furnished to Lemonjar by third party, including the User. While Lemonjar shall use all reasonable endeavours to ensure that such Content is communicated to you in its original form as supplied by the third party, Lemonjar does not warrant that the said Content is accurate, complete, reliable, current, or error-free. Any typographical, clerical or other error or omission contained in the Platform and/or Wonderbuuk Services shall be subject to correction without any liability on Lemonjar. | ||||||
| 15.5 | You acknowledge that the Platform may be subject to limitations, delays and other problems inherent in the use of communications networks and facilities and we shall not be responsible to you for the transfer of data over communications networks and facilities, including the internet, which is beyond our reasonable control. In this regard and to the maximum extent permitted by applicable laws, any information which you transmit to us is transmitted at your own risk. Nevertheless, once we receive your transmission, we will take reasonable steps to preserve the security of such information to the extent within our reasonable control and within our processing environment having regard to our statutory obligations under applicable laws. For this purpose, we reserve the right, without prior notice, to remove your username or similar identifier in respect of your Account or suspend the access to your Account where appropriate or necessary to protect your information or interest or the interest of any affected party and we shall not be liable whatsoever for any loss arising from such removal or suspension. Save as otherwise stated herein, you acknowledge sole responsibility for and assume all risk arising from your access and use of the Platform to the maximum extent permitted by applicable laws. |
| 16.1 | To the maximum extent permitted by applicable laws, in no event shall Lemonjar be liable to you for any indirect, special, incidental, consequential and/or exemplary damages and/or losses and/or loss of profits, income, data and/or goodwill howsoever arising, whether or not such losses and/or damages were reasonably foreseeable or even if we had been advised of the possibility of you incurring the same. |
| 16.2 | Notwithstanding anything contained in these Terms and Conditions and to the maximum extent permitted by applicable laws, Lemonjar’s maximum and cumulative total liability (including without limitation any liability for acts and/or omissions of its representatives) in respect of any and all claims, breach, compensation, indemnity, misrepresentation and any other damages and/or losses howsoever arising under these Terms and Conditions shall not exceed RM1,000. |
You agree to indemnify and hold harmless Lemonjar from and against any and all claims, actions, suits, proceedings, losses, costs (including legal fees on a solicitor-client basis), demands, damages, fines, penalties, liability and/or expenses made against, suffered, or incurred by Lemonjar arising out of or in connection with any failure, violation, breach, misconduct, default, non-observance, non-compliance, misrepresentation, non-performance, neglect, negligence and/or omission (whether in tort, contract or otherwise) by you or on your part and/or by or on the part of any other person for whose acts or omissions you are responsible or liable (vicariously or otherwise) in connection with these Terms and Conditions regardless of whether or not legal proceedings have been instituted and irrespective of the means, manner or nature of any settlement..
No party shall be liable for, nor shall such party be considered in breach of these Terms and Conditions due to any delay or failure to perform its obligations hereunder as a result of or due to any event or circumstance beyond the party’s reasonable control provided that such event or circumstance is not caused by or attributable to such affected party’s breach, act, omission, default, misconduct or negligence, including without limitation acts of God, war, riot, insurrection, civil disorder or military operations, national or local emergency, acts or omission of government, government restraints, epidemics, pandemics and/or viral outbreaks, concerted actions of workmen, sabotage, civil commotion, lock-outs or other industrial disputes (whether or not involving any of the parties employees provided that such disputes are not initiated or caused by the affected party for the purposes of avoiding its obligations herein), fire, lightning, strikes, explosion, flood, landslides, subsidence and/or severely inclement weather (each a “Force Majeure Event”) to the extent such delay, failure or breach is affected by the Force Majeure Event.
It may be necessary for Lemonjar to perform scheduled or unscheduled repairs or maintenance, or remotely patch or upgrade the Platform, which may temporarily degrade the quality of the Platform or result in a partial or complete outage of the Platform. In this regard, Lemonjar will not be liable to you or any third party for any such degradation in the quality or outage of the Platform during maintenance.
| 20.1 | Without prejudice to any other rights and remedies of Lemonjar under the Agreement or at law, Lemonjar shall be entitled, without any liability whatsoever, to immediately terminate, suspend, discontinue and/or place limits on (as the case may be, temporarily or otherwise) your use of the Platform or your Account or remove your listing or other Seller Content from the Platform (as Lemonjar deems appropriate) in the event: (a) you are found to be in breach of any of these Terms and Conditions; (b) where your use of the Platform poses a security risk or other risks to Lemonjar in a manner deemed material by Lemonjar or may otherwise, in Lemonjar’s opinion, materially and adversely affect the manner Lemonjar provides its products and/or services to other customers; (c) you shall pass a resolution for winding up or becomes, threatens or resolves to become or is in jeopardy of becoming subject to any form of insolvency administration, including without limitation bankruptcy proceedings, or if a receiving order is made against you or you make any arrangement or composition with your creditors; or (d) Lemonjar is required to do so due to the operation of any applicable laws. | ||||
| 20.2 | We reserve the right to discontinue the Platform for convenience. In such event, we will provide you with reasonable advance notice. | ||||
| 20.3 | You may modify or terminate/delete your Account through your user account settings. | ||||
| 20.4 |
You acknowledge and agree that upon termination/deletion of your Account by you, discontinuance of the Platform by us, or termination/deletion of your Account or these Terms of Use with you by us in accordance with the terms hereof:
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| 20.5 | The provisions contained herein which are: (i) expressed to survive the termination or expiration of your Account and/or your use of the Platform; or (ii) capable of having effect and which by their nature, sense and context are intended to survive the termination or expiration of your Account and/or your use of the Platform, shall remain in full force and effect following such termination or expiration. |
| 21.1 | Lemonjar shall have the right at any time to add, delete, amend, or modify these Terms and Conditions, or any part thereof, or to impose new conditions. Such addition, deletion, amendment, or modification shall be effective immediately upon notice thereof, which may be given by means of, including, but not limited to, posting on or notifying you through the Platform, or by electronic or conventional mail, or by any other means by which you obtain notice thereof. Any use or continued use of the Platform by you after the issuance of such notice shall be deemed to constitute acceptance of these Terms and Conditions with such addition, deletion, amendment, or modification. If you do not agree with any of these Terms and Conditions, you shall immediately notify us and cease using the Platform. No addition, deletion, amendment, or modification of these Terms and Conditions by you shall be valid and binding unless approved in writing by us. |
| 21.2 | You acknowledge that the features and functionalities of the Platform may be changed from time to time by Lemonjar. Lemonjar shall be entitled to amend the features and functionalities of the Platform provided that such amendment does not substantially and adversely affect your access to the Platform. |
| 22.1 |
Except as otherwise agreed or provided herein, all notices and other communications
to be given to any party pursuant to these Terms and Conditions shall be in writing and shall be valid and sufficient if dispatched or sent in the following manner:
If by Lemonjar to the Seller
If by the Seller to Lemonjar
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| 22.2 | Notices shall be deemed to have been served: (a) if delivered personally, the next business day after it has been delivered; (b) if sent by registered mail or courier, three (3) business days after dispatch; (c) if sent by e-mail, upon successful delivery of the email and recorded as a sent email; (d) if sent by way of posting, publishing or sending a notification on or through the relevant Platform or by SMS, immediately upon it being successfully posted, published or sent. If deemed service is not within business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is not a public holiday in the place of receipt), such notice is deemed to have been served or received when business next starts in the place of receipt. Notwithstanding anything to the contrary in this clause, notification by way of email and SMS shall not be applicable to or valid with respect to any legal notices, claims, demands, suits, actions and/or proceedings unless otherwise permitted by laws. |
These Terms and Conditions constitutes the whole agreement between the parties relating to the subject matter hereof and supersedes any prior agreements, understandings or arrangements between them, whether oral or in writing relating to the subject matter hereof and no representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to these Terms and Conditions except as set out in these Terms and Conditions.
You shall not, without the prior written consent of Lemonjar, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights and/or obligations under these Terms and Conditions. Lemonjar shall be entitled to assign, novate and/or sub-contract any of its rights and/or obligations under these Terms and Conditions to its affiliates or any third party.
No failure or delay on the part of a party in exercising any rights or remedies under these Terms and Conditions at any time or for any period of time shall operate as or be deemed to be a waiver thereof or otherwise diminish or affect the party’s other rights and remedies under these Terms and Conditions. Any knowledge or acquiescence by a party of, or in, any breach of any provision of these Terms and Conditions shall not operate as or be deemed to be a waiver. No single or partial exercise of any rights or remedies by a party shall affect the other rights or remedies the party may have under these Terms and Conditions. A waiver by a party of any breach shall not constitute a continuing waiver in respect of any subsequent or continuing breach. A provision of right or remedy under these Terms and Conditions may not be waived except in writing signed by the party so waiving.
These Terms and Conditions shall be binding upon the parties and their permitted legal assigns and successors in title.
Any provision contained in these Terms and Conditions which is illegal, invalid or unenforceable shall, to the maximum extent possible, continue to apply with the necessary modification in order that the provision is legal, valid and enforceable provision which most closely reflects the original provision. Subject to the foregoing or if the foregoing is not possible, any provision which is illegal, invalid or unenforceable shall be fully severable and ineffective to the extent of such illegality, invalidity or unenforceability without invalidating the remaining provisions contained in these Terms and Conditions (such remaining provisions shall remain in full force and effect).
Nothing in these Terms and Conditions shall create, or be deemed to create, a joint venture, partnership or the relationship of principal and agent between/among the parties. No party has any authority to act, make representations or bind or contract on behalf of any/the other party.
The construction, validity and performance of these Terms and Conditions shall be governed in all respects by the law of Malaysia. The parties hereto submit to the exclusive jurisdiction of the courts of Malaysia.