By signing up, accessing or using the Platform (as hereinafter defined), whether via mobile, desktop and/or any other available electronic medium, you agree to be bound by these Terms and Conditions. If you choose NOT to accept these terms and conditions or any of its revisions, please do not proceed and immediately discontinue your access and/or use of the Platform.

YOLO reserves the right to revise these Terms and Conditions at any time. Notification of the changes will be posted online, and you are responsible for regularly reviewing any new updates to these Terms and Conditions to obtain timely notice of such changes. Any further usage of the Platform after any updates or revisions to these Terms and Conditions shall be construed as you having read and accepted the updated Terms and Conditions.

 

       1.             Definitions

 

“Advertising Materials” shall mean advertising materials and content which is provided to YOLO by the Merchant, including but not limited to artwork, graphics, files, logos, texts, URLs and computer codes.

 

“Commission” shall mean the non-refundable commission payable by the Merchant to YOLO as stipulated in the respective Merchant Agreement.

 

“Customer” means a user who register on the YOLO user portal at www.yolo.my.

 

“Experience” means a good and/or service listed by a Merchant on the Platform.

 

“Experience Fees” means the fees paid by a Customer for an Experience. 

 

“Merchant” shall mean the party and/or business who signs up and register to be a YOLO merchant.

 

“Merchant Agreement” shall mean the agreement entered into between YOLO and the Merchant, which shall incorporate and include these Terms and Conditions.

 

“Parties” shall mean collectively, the Merchant and YOLO.

 

“Platform” shall mean the platform which can be found on www.yolo.my and/or the YOLO mobile application.

 

“Social Media Platform” means any social media platform that is identified by YOLO for the purpose of carrying out its social media efforts, including without limitation Facebook by Meta, Instagram by Meta, TikTok, YouTube, and “Social Media Platforms” shall mean any one, a combination of a few, or all of them.

 

“Voucher” means the electronic voucher generated by YOLO for the Customer upon purchase of an Experience, which can be redeemed by the Customer upon attending the Experience on the booking date of the Experience.

 

“YOLO” shall mean YOLO Group Sdn Bhd (Company Registration No.: 202001022198), a company incorporated in Malaysia and having its registered address at Block A4, Level 1, Leisure Commerce Square, 3 Jalan PJS 8/9, Bandar Sunway, 46150 Petaling Jaya, Selangor Darul Ehsan, Malaysia.

 

       2.            Parties’ Obligations

 

    2.1.  YOLO’s Obligations

 

   YOLO shall:-

   2.1.1.        based on the business information provided by the Merchant, design and feature the
                  Merchant’s listing;

   2.1.2.       in its sole discretion, decide when and where the Merchant’s listing is published;

   2.1.3.       through its Platform, allow Customers to discover the Merchant’s Experiences and to allow for
                  the Customer to make payment of the Experience Fees;

   2.1.4.       in its sole discretion, decide when and where, if applicable, to publish the Merchant’s
                  Advertising Material on its Social Media Platforms;

   2.1.5.       through its Platform, allow the Merchant to manage bookings of an Experience;

 

    2.2.  Merchant’s Obligations

 

    The Merchant:-

   2.2.1.        is solely responsible for providing the Experience, including without limitation, the provision of
                   goods and/or services, customer service, after-sales-service and return management. The
                   Merchant shall indemnify and hold YOLO free from any possible claims from the Merchant,
                   third parties or Customers resulting from an Experience, including without limitation claims of
                   personal injury, death or property damage. Issues arising out of or relating to the supply of an
                   Experience by the Merchant to a Customer shall not affect YOLO’s right to its Commission;

   2.2.2.       shall use the Platform responsibly and not use it for any unlawful activities, including without
                   limitation to the sale of counterfeit goods, fraudulent acts, illegal money lending or gambling;

   2.2.3.       shall have title or ownership over the goods and/or services offered to the Customer and has
                   obtained all necessary approvals, licences and/or permits required for the conduct and
                   operation of an Experience;

   2.2.4.       shall take all reasonable steps, precautions and diligence to prevent any unauthorised use of
                   the Platform;

   2.2.5.       shall ensure that all information pertaining to its Experience listing and/or Advertising Material
                   is complete, true and accurate;

   2.2.6.       shall ensure that all Advertising Material is free from any illegal or prohibited content;

   2.2.7.       shall provide to YOLO the authority to advertise and market any Advertising Material and/or
                   Experience on the Social Media Platforms and/or the Platform;

   2.2.8.       shall grant YOLO the authority to collect and hold the Experience Fee upon purchase of
                   Vouchers by the Customers.

 

3.          Representations and Warranties

 

     3.1  Merchant’s Representations and Warranties

 

    The Merchant represents, warrants and undertakes that:-

   3.1.1.       it is authorised to enter into the Merchant Agreement, and that the Merchant Agreement has
                 been accepted by an authorised representative of the Merchant;

   3.1.2.      it shall inform YOLO in writing of any changes that could affect the Merchant Agreement;

   3.1.3.      all bank account information provided in the Merchant Agreement are reflections of a true and
                 accurate bank account belonging to the Merchant;

   3.1.4      all information provided by the Merchant to YOLO, whether through the Platform or otherwise, is
                accurate, complete and true;

   3.1.5.      all necessary licences, consents, permits and/or permissions have been obtained for the
                 provision of an Experience, and these licences, consents, permits and/or permissions shall be
                 maintained throughout the term of the Merchant Agreement;

   3.1.6.      all data and information provided by the Merchant to YOLO shall (and the Merchant’s
                 behaviour shall at all times) be in compliance with all applicable laws and regulations in
                 accordance with any guidelines, standards and relevant codes of practice;

   3.1.7       the execution and performance of the Merchant Agreement shall not violate any provision of
                 (i) the Merchant’s constitutional documents; (ii) any agreement to which the Merchant is a
                 party; (iii) any law, regulation or decree to which the Merchant is subject; (iv) intellectual
                 property rights of any third party;

   3.1.8.      no dispute, litigation, arbitration or proceeding is current or pending or, to its knowledge,
                 threatened, which is likely to have a material adverse effect on its ability to perform its
                 obligations under the Merchant Agreement;

   3.1.9.      it shall comply with all third party terms (including without limitation any applicable terms of
                 use, policies and guidelines).

 

    3.2  YOLO’s Representations and Warranties

 

   YOLO represents, warrants and undertakes that:-

   3.2.1.      it will execute its obligations arising under or in connection with the Merchant Agreement with
                 reasonable care and skill;

 

4.          Exclusion of Liability

 

     4.1.  YOLO shall not be liable for:-

    4.1.1.      indirect losses;

           4.1.2.      loss of actual or anticipated profits;

   4.1.3.      loss of goodwill; or

   4.1.4.      loss of data and/or the costs of restoration of data;

   4.1.5.      any malfunctioning, non-performance or other defects resulting from any acts or inactions or
                 malfunctions by third parties.

     4.2  In any event, YOLO’s total liability under the Merchant Agreement, howsoever arising, shall in no
            circumstances exceed the sum of Ringgit Malaysia Two Thousand and Five Hundred (RM2,500.00)
            only, or the cumulative total amount of Commission received under the Merchant Agreement,
            whichever is lower.

 

5.          Payment and Payment Terms

 

      5.1.  YOLO shall collect the Experience Fees through the Platform.

      5.2.  YOLO shall deduct from the Experience Fees:-

   5.2.1.      the Commission;

   5.2.2.     any applicable license fees;

   5.2.3.     any applicable sales and services tax,

   (hereinafter referred to as the “Deductibles”).

       5.3.  YOLO shall pay to the Merchant the Experience Fees, less the Deductibles, in proportion to the
               number of Vouchers redeemed by the Customer, on the fourteenth (14th) and twenty eighth (28th)
               of every month (“Payout Date”, whereby it shall refer to any one or both of them, as the case may
               be, unless otherwise agreed upon at the sole discretion of YOLO. In the event such Payout Date falls
               on a weekend and/or a public holiday, the payment by YOLO to the Merchant in accordance with
               this paragraph 5.3 shall occur on the next weekday that is not a public holiday.

5.4.  YOLO reserves the right to withhold any payment to the Merchant until proper documentary
        evidence is furnished by the Merchant to YOLO to evidence that an Experience has been redeemed
        by a Customer.

5.5.  Any payment made by YOLO to the Merchant shall be without prejudice to any claims or rights which YOLO may have against the Merchant.

 

6.          SST and Invoices

 

6.1.   YOLO shall account for the amount of sales and services tax (“SST”) for which it is liable under the
        laws applicable to the Merchant Agreement.

6.2.  The Merchant shall account for the amount of SST for which it is liable under the laws applicable to
        the Merchant Agreement.

6.3.  If applicable laws relating to SST change such that YOLO becomes liable to account for SST which was previously liable to be accounted for (or was scheduled to be so liable to be accounted for by) the Merchant, the Merchant agrees that YOLO may unilaterally vary the financial provisions of the Merchant Agreement and these Terms and Conditions to produce a result which would have been achieved had such change in SST laws not occurred.

 

7.           Refunds and Set Off

 

7.1.  YOLO has the right to refund to a Customer any Experience Fee where YOLO, in its reasonable
       opinion, deems that such Customer has a valid complaint against a Merchant regarding an
       Experience including without limitation to its supply, delivery or performance. Where YOLO has
       already made payment to the Merchant any sums relating to such refunded payment, YOLO may
       recover the refunded amount from the Merchant.

7.2.  YOLO may set off against any amounts payable to the Merchant any amount owed by the
        Merchant to YOLO or to any third party, if such third party claims such amount from YOLO, or will, in
        YOLO’s reasonable opinion, likely do so). The Merchant shall have no right to set off any amounts
        owed to YOLO.

 

8.            Intellectual Property

 

8.1   For the term of the Merchant Agreement, the Merchant grants to YOLO a non-exclusive, worldwide,
       royalty free, paid-up, irrevocable, transferable and sub-licensable right to use the Merchant’s
       registered and unregistered intellectual property rights (“Merchant IP”), and any third party’s
       intellectual property rights supplied by the Merchant to YOLO (“Third Party IP”), including without
       limitation to any editorial texts or images.

8.2  The Merchant warrants that it owns all interest in and to the Merchant IP, has licensing rights
       (including the right to sub-license to YOLO, any Third Party IP, and has the right to grant the licence
       stated in the Merchant Agreement.

8.3  The Merchant shall not use any of YOLO’s intellectual property rights or prepare any derivative works
       based thereon.

 

 9.            Confidentiality and Privacy

 

 9.1.  The Merchant shall keep strictly confidential the terms of the Merchant Agreement, all content and
        information obtained regarding YOLO’s business, including without limitation to the finances,
        technology and affairs of YOLO.

 9.2  YOLO (or any of its affiliates) owns all personal data about the Customer. Where YOLO (or any of its
        affiliates) makes personal data about the Customer available to the Merchant, the Merchant shall
        use the personal data of the Customer only to fulfil its obligations in connection with the Experience,
        and for no other purpose. The Merchant shall ensure that at all times it implements and complies
        with reasonable security measures, including without limitation such security measures prescribed
        by applicable law, in handling any personal data of the Customer. If the Merchant engages with a
        third party to facilitate any of its obligations under the Merchant Agreement, the Merchant shall
        ensure that such third party complies in the same way with all of the Merchant’s obligations under
        the Merchant Agreement.

 9.3  YOLO uses affiliated and/or unaffiliated service providers to process data received from the
        Merchant. Such service providers process personal data only on behalf of and subject to
        instructions from YOLO under data processing agreements and/or arrangements. The Merchant
        hereby grants its consent to the transmission of its data to these service providers.

 

10.            Background Checks

 

 10.1.  YOLO reserves the right to make general and specific credit and financial checks and credit-
         related enquiries about the Merchant and certain individuals and/or legal entities working with
         and/or for the Merchant. The Merchant consents to these checks and agrees to cooperate with
         YOLO’s reasonable requests in respect of conducting these checks.

 10.2. The Merchant acknowledges and agrees that YOLO may record phone calls with the Merchant for
         quality assurance and compliance purposes.

 

11.             Term and Termination

 

 11.1.  The term of the Merchant Agreement shall be for a default period of one (1) year and shall be
        automatically renewed until such time the Merchant Agreement is terminated in accordance with
        the provisions of this Terms and Conditions.

 11.2  Termination for breach. In the event a party to the Merchant Agreement commits a breach of the
        terms and conditions of the Merchant Agreement and such breach is not capable of remedy, the
        non-defaulting party shall be entitled to, but not obliged to, terminate the Merchant Agreement by
        way of a written notice to the defaulting party of not less than fourteen (14) days. Without prejudice
        to the foregoing, YOLO reserves the right to terminate the Merchant Agreement at any time
        immediately by providing a written notice to the Merchant if any of the Merchant’s representations
        and warranties are found to be untrue, false or inaccurate, the Merchant becomes insolvent or
        compounds with or makes an arrangement with its creditors, the Merchant having a winding up
        order (other than for the purpose of amalgamation or reconstruction) made against it, or the
        Merchant has a provisional liquidator, receiver or manager of its business or undertaking duly
        appointed.

 11.3  The Merchant may terminate the Merchant Agreement by providing to YOLO a written notice of not
         less than thirty (30) days before the expiry of the Term confirming its intention not to renew.

 11.4.  In the event of termination of the Merchant Agreement, YOLO shall be entitled to the Commission,
         and the Merchant shall be entitled to the net payment up to the date of termination of the
         Merchant Agreement.

 11.5.  Termination of the Merchant Agreement shall in no circumstances affect:-

11.5.1.      the accrued rights or liabilities of the parties on the date of termination; and/or

11.5.2.     the validity of any agreement, arrangement and/or transaction made between the Merchant and the Customer.

 

12.             Survival

 

 12.1  Any provision of the Merchant Agreement which is expressly or by implication is intended to come
        into or continue in force on or after termination of the Merchant Agreement shall remain in full force
        and effect indefinitely.

 

13.             Miscellaneous

 

 13.1.  The Merchant Agreement contains all the terms agreed between the parties regarding its subject
         matter and supersedes and excludes any prior arrangement, understanding or arrangement
         between the parties, whether oral or in writing.

 13.2.  No terms and conditions or other documents submitted, proposed or stipulated by the Merchant
          shall be binding between the parties in respect of the transaction contemplated in the Merchant
          Agreement, unless expressly agreed to in writing by YOLO.

 13.3.  No waiver by YOLO of any violation or default in performance of the provisions of the Merchant
          Agreement shall be deemed to be a waiver of such provisions or the right of YOLO to thereafter
          enforce such provisions or any other provisions of the Merchant Agreement.

 13.4.  Nothing in the Merchant Agreement shall be construed to create a joint venture, agency,
          partnership, or franchise between the parties. Neither party has the authority, without the other’s
          prior written approval, to bind or commit the other party in any way. The Merchant understands
          and acknowledges that YOLO does work regularly with other merchants who may be direct or
          indirect competitors with the Merchant. By entering into the Merchant Agreement, the Merchant
          agrees that YOLO is not precluded from entering into similar agreements with other merchants,
          regardless of whether or not they are direct or indirect competitors with the Merchant.

 13.5.  The Merchant shall not transfer or assign its rights or obligations under the Merchant Agreement,
          whether by operation of law or otherwise, without YOLO’s prior written consent. YOLO is authorised
          to transfer or assign the Merchant Agreement or any of its rights thereunder to a present or future
          affiliate or pursuant to a merger, consolidation, reorganisation or sale of all or substantially all of
          the assets or business,or by operation of law, without notice to the Merchant.

 13.6.  Where any digital signature or signup is required by YOLO, the Merchant agrees and         
          acknowledges that such digital signature or signup shall be treated with the same legal force and
          effect as a signature written by hand.

 13.7.   Where any provision of the Merchant Agreement is held to be invalid or unenforceable, the validity
           and enforceability of the remaining provisions of the Merchant Agreement shall be unaffected.
           Such invalid or unenforceable provision shall be replaced by a valid and enforceable provision
           which most closely achieves the economic effect contemplated by the invalid or unenforceable
           provision.

 13.8.  The Merchant Agreement shall be governed and interpreted in accordance with the laws of   
          Malaysia, and the parties submit to the exclusive jurisdiction of the courts of Malaysia.

 13.9.  In the event YOLO is unable to perform its obligations under the terms of this Agreement as a result
          of acts which are beyond the reasonable control of YOLO including, but not limited to,
          acts of God, acts of terrorism, disease, fire, flood, explosion, earthquake, pandemic, epidemic
          and/or governmental orders (“Force Majeure Event”), YOLO shall not be liable to the other Party for
          any damages resulting from such failure to perform or otherwise from such Force Majeure Event.

 13.0.  The effective date of the Merchant Agreement shall be the date of the Merchant Agreement.