Terms & Conditions

Naturawave Policies

1.         INTRODUCTION

1.1      Welcome to the Naturawave platform (the “Site”). Please read the following Terms of Service carefully before using this Site or opening a Naturawave account (“Account”) so that you are aware of your legal rights and  obligations with respect to Naturawave Sdn. Bhd (Company Registration No.202001039524 [1395845-X]and its affiliates and subsidiaries (individually and collectively, “Naturawave”, “we”, “us” or “our”).        The “Services” we provide or make available include (a) the Site, (b) the services provided by the Site and by Naturawave client software made available through the Site, and (c) all information, linked pages, features, data, text, images, photographs, graphics, music, sounds, video (including live streams), messages, tags, content, programming, software, application services (including, without limitation, any mobile application services) or other materials made available through the Site or its related services (“Content”). Any new features added to or augmenting the Services are also subject to these Terms of Service. These Terms of Service govern your use of Services provided by Naturawave.

1.2      The Services include an online platform service that provides a place and opportunity for the sale of goods between the buyer (“Buyer”) and the seller (“Seller”) (collectively “you”, “Users” or “Parties”). The actual contract for sale is directly between Buyer and Seller and Naturawave is not a party to that or any other contract between Buyer and Seller and accepts no obligations in connection with any such contract. Parties to such transaction will be entirely responsible for the sales contract between them, the listing of goods, warranty of purchase and the like. Naturawave is not involved in the transaction between Users. Naturawave may or may not pre-screen Users or the Content or information provided by Users. Naturawave reserves the right to remove any Content or information posted by you on the Site in accordance to Section 6.4 herein. Naturawave cannot ensure that Users will actually complete a transaction.

1.3      Before becoming a User of the Site, you must read and accept all of the terms and conditions in, and linked to, these Terms of Service and you must consent to the processing of your personal data as described in the Privacy Policy linked hereto.

1.4     Naturawave reserves the right to change, modify, suspend or discontinue all or any part of this Site or the Services at any time or upon notice as required by local laws. Naturawave may release certain Services or their features in a beta version, which may not work correctly or in the same way the final version may work, and we shall not be held liable in such instances. Naturawave may also impose limits on certain features or restrict your access to parts of, or the entire, Site or Services in its sole discretion and without notice or liability.

1.5       Naturawave reserves the right to refuse to provide you access to the Site or Services or to allow you to open an Account for any reason.

BY USING Naturawave SERVICES OR OPENING AN ACCOUNT, YOU GIVE YOUR IRREVOCABLE ACCEPTANCE OF AND CONSENT TO THE TERMS OF THIS AGREEMENT, INCLUDING THOSE ADDITIONAL TERMS AND CONDITIONS AND POLICIES REFERENCED HEREIN AND/OR LINKED HERETO.

IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE OUR SERVICES OR ACCESS THE SITE. IF YOU ARE UNDER THE AGE OF 18 OR THE LEGAL AGE FOR GIVING CONSENT HEREUNDER PURSUANT TO THE APPLICABLE LAWS IN YOUR COUNTRY (THE “LEGAL AGE”), YOU MUST GET PERMISSION FROM A PARENT OR LEGAL GUARDIAN TO OPEN AN ACCOUNT AND THAT PARENT OR LEGAL GUARDIAN MUST AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT KNOW WHETHER YOU HAVE REACHED THE LEGAL AGE, OR DO NOT UNDERSTAND THIS SECTION, PLEASE DO NOT CREATE AN ACCOUNT UNTIL YOU HAVE ASKED YOUR PARENT OR LEGAL GUARDIAN FOR HELP. IF YOU ARE THE PARENT OR LEGAL GUARDIAN OF A MINOR WHO IS CREATING AN ACCOUNT, YOU MUST ACCEPT THE TERMS OF THIS AGREEMENT ON THE MINOR’S BEHALF AND YOU WILL BE RESPONSIBLE FOR ALL USE OF THE ACCOUNT OR COMPANY SERVICES USING SUCH ACCOUNT, WHETHER SUCH ACCOUNT IS CURRENTLY OPEN OR CREATED LATER.

2.         PRIVACY

2.1      Your privacy is very important to us at Naturawave. To better protect your rights we have provided the Naturawave.com Privacy Policy to explain our privacy practices in detail. Please review the Privacy Policy to understand how Naturawave collects and uses the information associated with your

  

2.2       Account and/or your use of the Services (the “User Information”). By using the Services or providing information on the Site, you:

(i)        consent to Naturawave’s collection, use, disclosure and/or processing of your Content, personal data and User Information as described in the Privacy Policy;

(ii)       agree and acknowledge that the proprietary rights of your User Information are jointly owned by you and Naturawave; and

(iii)       shall not, whether directly or indirectly, disclose your User Information to any third party, or otherwise allow any third party to access or use your User Information, without Naturawave’s prior written consent.

2.3       Users in possession of another User’s personal data through the use of the Services (the “Receiving Party”) hereby agree that, they will (i) comply with all applicable personal data protection laws with respect to any such data; (ii) allow the User whose personal data the Receiving Party has collected (the “Disclosing Party”) to remove his or her data so collected from the Receiving Party’s database; and (iii) allow the Disclosing Party to review what information have been collected about them by the Receiving Party, in each case of (ii) and (iii) above, in compliance with and where required by applicable laws.

3.         LIMITED LICENSE

3.1       Naturawave grants you a limited and revocable license to access and use the Services subject to the terms and conditions of these Terms of Service. All proprietary Content, trademarks, service marks, brand names, logos and other intellectual property (“Intellectual Property”) displayed in the Site are the property of Naturawave and where applicable, third party proprietors identified in the Site. No right or licence is granted directly or indirectly to any party accessing the Site to use or reproduce any Intellectual Property, and no party accessing the Site shall claim any right, title or interest therein. By using or accessing the Services you agree to comply with the copyright, trademark, service mark, and all other applicable laws that protect the Services, the Site and its Content. You agree not to copy, distribute, republish, transmit, publicly display, publicly perform, modify, adapt, rent, sell, or create derivative works of any portion of the Services, the Site or its Content. You also may not, without our prior written consent, mirror or frame any part or whole of the contents of this Site on any other server or as part of any other website. In addition, you agree that you will not use any robot, spider or any other automatic device or manual process to monitor or copy our Content, without our prior written consent (such consent is deemed given for standard search engine technology employed by Internet search websites to direct Internet users to this website).

3.2       You are welcome to link to the Site from your website, provided that your website does not imply any endorsement by or association with Naturawave. You acknowledge that Naturawave may, in its sole discretion and at any time, discontinue providing the Services, either in part or as a whole, without notice.

4.         SOFTWARE

          Any software provided by us to you as part of the Services is subject to the provisions of these Terms of Service. Naturawave reserves all rights to the software not expressly granted by Naturawave hereunder. Any third-party scripts or code, linked to or referenced from the Services, are licensed to you by the third parties that own such scripts or code, not by Naturawave.

5.         ACCOUNTS AND SECURITY

5.1     Some functions of our Services require registration for an Account by selecting a unique user identification (“User ID”) and password, and by providing certain personal information. If you select a User ID that Naturawave, in its sole discretion, finds offensive or inappropriate, Naturawave has the right to suspend or terminate your Account. You may be able to use your Account to gain access to other products, websites or services to which we have enabled access or with which we have tied up or collaborated. Naturawave has not reviewed, and assumes no responsibility for any third party content, functionality, security, services, privacy policies, or other practices of those products, websites or services. If you do so, the terms of service for those products, websites or services, including their respective privacy policies, if different from these Terms of Service and/or our Privacy Policy, may also apply to your use of those products, websites or services.

5.2     You agree to (a) keep your password confidential and use only your User ID and password when logging in, (b) ensure that you log out from your account at the end of each session on the Site, (c) immediately notify Naturawave of any unauthorised use of your Account, User ID and/or password, and (d) ensure that your Account information is accurate and up-to-date. You are fully responsible for all activities that occur under your User ID and Account even if such activities or uses were not committed by you. Naturawave will not be liable for any loss or damage arising from unauthorised use of your password or your failure to comply with this Section.

5.3     You agree that Naturawave may for any reason, in its sole discretion and with or without notice or liability to you or any third party, immediately terminate your Account and your User ID, remove or discard from the Site any Content associated with your Account and User ID, withdraw any subsidies offered to you, cancel any transactions associated with your Account and User ID, temporarily or in more serious cases permanently withhold any sale proceeds or refunds, and/or take any other actions that Naturawave deems necessary. Grounds for such actions may include, but are not limited to, actual or suspected (a) extended periods of inactivity, (b) violation of the letter or spirit of these Terms of Service, (c) illegal, fraudulent, harassing, defamatory, threatening or abusive behaviour (d) having multiple user accounts, (e) buying products on the Site for the purpose of commercial re-sale, (f) abnormal or excessive purchase of products from the same Seller or related group of Sellers, (g) voucher abuse (including, but not limited to, selling of vouchers to third parties, selling of vouchers or other credits at a significant markup above face value and/or abnormal or excessive use of vouchers on the Site), or (h) behaviour that is harmful to other Users, third parties, or the business interests of Naturawave. Use of an Account for illegal, fraudulent, harassing, defamatory, threatening or abusive purposes may be referred to law enforcement authorities without notice to you. If a legal dispute arises or law enforcement action is commenced relating to your Account or your use of the Services for any reason, Naturawave may terminate your Account immediately with or without notice.

5.4     Users may terminate their Account if they notify Naturawave in writing (including via email at support) of their desire to do so. Notwithstanding any such termination, Users remain responsible and liable for any incomplete transaction (whether commenced prior to or after such termination), shipment of the product, payment for the product, or the like, and Users must contact Naturawave after he or she has promptly and effectively carried out and completed all incomplete transactions according to the Terms of Service. Naturawave shall have no liability, and shall not be liable for any damages incurred due to the actions taken in accordance with this Section. Users waive any and all claims based on any such action taken by Naturawave.

5.        You may only use the Services and/or open an Account if you are located in one of our approved countries, as updated from time to time.

6.         TERM OF USE

6.1        The license for use of this Site and the Services is effective until terminated. This license will terminate as set forth under these Terms of Service or if you fail to comply with any term or condition of these Terms of Service. In any such event, Naturawave may effect such termination with or without notice to you.

6.2        You agree not to:

(a)        upload, post, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, alarming, distressing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;

(b)        violate any laws, including without limitation any laws and regulation in relation to export and import restrictions, third party rights or ourProhibited and Restricted Items policy;

(c)         upload, post, transmit or otherwise make available any Content featuring an unsupervised minor or use the Services to harm minors in any way;

(d)        use the Services or upload Content to impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity;

(e)        forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services;

(f)         remove any proprietary notices from the Site;

(g)        cause, permit or authorize the modification, creation of derivative works, or translation of the Services without the express permission of Naturawave;

(h)        use the Services for the benefit of any third party or any manner not permitted by the licenses granted herein;

(i)          use the Services or upload Content in a manner that is fraudulent, unconscionable, false, misleading or deceptive;

(j)          open and/or operate multiple user accounts in connection with any conduct that violates either the letter or spirit of these Terms of Service;

(k)         access the Naturawave platform, open a user account, or otherwise access your user account using an emulator, simulator, bot or other similar hardware or software;

(l)          manipulate the price of any item or interfere with other User’s listings;

(m)       take any action that may undermine the feedback or ratings systems;

(n)       attempt to decompile, reverse engineer, disassemble or hack the Services (or any portion thereof), or to defeat or overcome any encryption technology or security measures implemented by Naturawave with respect to the Services and/or data transmitted, processed or stored by Naturawave;

(o)       harvest or collect any information about or regarding other Account holders, including, without limitation, any personal data or information;

(p)     upload, email, post, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

(q)      upload, email, post, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

(r)      upload, email, post, transmit or otherwise make available any unsolicited or unauthorised advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other unauthorised form of solicitation;

(s)     upload, email, post, transmit or otherwise make available any material that contains software viruses, worms, Trojan-horses or any other computer code, routines, files or programs designed to directly or indirectly interfere with, manipulate, interrupt, destroy or limit the functionality or integrity of any computer software or hardware or data or telecommunications equipment;

(t)     disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other Users of the Services are able to type, or otherwise act in a manner that negatively affects other Users’ ability to engage in real time exchanges;

(u)    interfere with, manipulate or disrupt the Services or servers or networks connected to the Services or any other User’s use and enjoyment of the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;

(v)     take any action or engage in any conduct that could directly or indirectly damage, disable, overburden, or impair the Services or the servers or networks connected to the Services;

(w)    use the Services to intentionally or unintentionally violate any applicable local, state, national or international law, rule, code, directive, guideline, policy or regulation including, without limitation, laws and requirements (whether or not having the force of law) relating to anti-money laundering or counter-terrorism;

(x)    use the Services in violation of or to circumvent any sanctions or embargo administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union or Her Majesty’s Treasury;

(y)     use the Services to violate the privacy of others or to “stalk” or otherwise harass another;

(z)     infringe the rights of Naturawave, including any intellectual property rights and any passing off of the same thereof;

(aa)     use the Services to collect or store personal data about other Users in connection with the prohibited conduct and activities set forth above; and/or

(bb)     list items which infringe upon the copyright, trademark or other intellectual property rights of third parties or use the Services in a manner which will infringe the intellectual property rights of others.

6.3     You understand that all Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from whom such Content originated. This means that you, and not Naturawave, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available through the Site. You understand that by using the Site, you may be exposed to Content that you may consider to be offensive, indecent or objectionable. To the maximum extent permitted by applicable law, under no circumstances will Naturawave be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of, or reliance on, any Content posted, emailed, transmitted or otherwise made available on the Site.

6.4     You acknowledge that Naturawave and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, delete, stop, suspend, remove or move any Content, including without limitation any Content or information posted by you, that is available on the Site without any liability to you. Without limiting the foregoing, Naturawave and its designees shall have the right to remove any Content (i) that violates these Terms of Service or our Prohibited and Restricted Items Policy; (ii) if we receive a complaint from another User; (iii) if we receive a notice or allegation of intellectual property infringement or other legal instruction or request for removal; or (iv) if such Content is otherwise objectionable. We may also block delivery of a communication (including, without limitation, status updates, postings, messages and/or chats) to or from the Services as part of our effort to protect the Services or our Users, or otherwise enforce the provisions of these Terms and Conditions. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including, without limitation, any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you have not and, to the maximum extent permitted by applicable law, may not rely on any Content created by Naturawave or submitted to Naturawave, including, without limitation, information in Naturawave Forums and in all other parts of the Site.

6.5     You acknowledge, consent to and agree that Naturawave may access, preserve and disclose your Account information and Content to any legal, regulatory, or governmental authority, the relevant rights owner, or other third parties if required to do so by law pursuant to an order of a court or lawful request by any governmental or regulatory authority having jurisdiction over Naturawave or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms of Service or our Prohibited and Restricted Items Policy; (c) respond to claims that any Content violates the rights of third parties, including intellectual property rights; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of Naturawave, its Users and/or the public.

7.         VIOLATION OF OUR TERMS OF SERVICE

7.1        Violations of this policy may result in a range of actions, including, without limitation, any or all of the following:

            Listing deletion

            Limits placed on Account privileges

            Account suspension and subsequent termination

            Criminal charges

            Civil actions, including without limitation a claim for damages and/or interim or injunctive relief

7.2        If you believe a User on our Site is violating these Terms of Service, please contact support@naturawave.com.

8.         REPORTING INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT

8.1        As stated above, Naturawave does not allow listings that violate the intellectual property rights of brands or other intellectual property rights owners (“IPR Owner”).

8.2        Except where expressly stated otherwise, the  Users are independent individuals or businesses and they are not associated with Naturawave in any way and Naturawave is neither the agent nor representative of the Users and does not hold and/or own any of the merchandises listed on the Site.

8.3      If you are an IPR Owner or an agent duly authorised by an IPR Owner (“IPR Agent”) and you believe that your right or your principal’s right has been infringed, please notify us by submitting the online form at https://Naturawave-support.formstack.com/forms/ipr_myand provide us the documents requested below to support your claim. Do allow us time to process the information provided. Naturawave will respond to your complaint as soon as practicable.

8.4        Complaints under this Section 8 must be provided in the form prescribed by Naturawave, which may be updated from time to time, and must include at least the following: (a) a physical or electronic signature of an IPR Owner or IPR Agent (collectively, “Informant”); (b) a description of the type and nature of intellectual property right that is allegedly infringed and proof of rights; (c ) a description of the nature of alleged infringement with sufficient details to enable Naturawave to assess the complaint (d) URL(s) of the listing(s) which contain the alleged infringement; (e) sufficient information to allow Naturawave to contact the Informant, such as Informant’s physical address, telephone number and e-mail address; (f) a statement by Informant that the complaint is filed on good faith belief and that the use of the intellectual property as identified by the Informant is not authorised by the IPR Owner or the law; (g) a statement by the Informant that the information in the notification is accurate, that the Informant will indemnify us for any damages we may suffer as a result of the information provided by the Informant and that the Informant has the appropriate right or is authorised to act on the IPR Owner’s behalf in all matters relating to the complaint.

8.5        Naturawave acknowledges a manufacturer’s right to enter into certain exclusive distribution agreements or minimum advertised price agreements for its products. However, violations of such agreements do not constitute intellectual property rights infringement. As the enforcement of these agreements is a matter between the manufacturer and the sellers, Naturawave does not assist in this type of enforcement activity and does not enforce exclusive distribution rights or price-control matters except within the countries that have laws specifically governing selective or exclusive distribution.

8.6        Each and every Seller agrees to hold Naturawave and its Affiliates harmless from all claims, causes of action, damages and judgments arising out of any removal of any Content or product listings pursuant to or in relation to any intellectual property infringement claim

9.         PURCHASE AND PAYMENT

9.1       Naturawave supports one or more of the following payment methods in each country it operates in:

(i)        Credit Card

Card payments are processed through third-party payment channels and the type of credit cards accepted by these payment channels may vary depending on the jurisdiction you are in.

(ii)        Cash on Delivery (COD)

Naturawave provides COD services in selected countries. Buyers may pay cash directly to the deliver agent upon their receipt of the purchased item.

(iii)       Bank Transfer

Buyer may make payments through an Automated Teller Machine or internet bank transfer (“Bank Transfer”) to our designated Naturawave Guarantee Account (as defined in Section 12). Buyer must provide Naturawave with the transfer receipt or payment transaction reference for verification purposes through the ‘Upload Receipt’ function found in Naturawave’s app as payment confirmation. If payment confirmation is not received by Naturawave within three (3) days, Buyer’s order will be cancelled.

(iv)      Instalment Purchase Plan

Buyers may pay via instalment for orders exceeding RM 500. Payment via instalments are processed through third-party channels. The banks that currently support instalment plans are Maybank and Publicbank .

9.2      Buyer may only change their preferred mode of payment for their purchase prior to making payment.

9.3      Naturawave takes no responsibility and assume no liability for any loss or damages to Buyer arising from shipping information and/or payment information entered by Buyer or wrong remittance by Buyer in connection with the payment for the items purchased. We reserve the right to check whether Buyer is duly authorised to use certain payment method, and may suspend the transaction until such authorisation is confirmed or cancel the relevant transaction where such confirmation is not available.

10.       SELLER WALLET

10.1     Your Account allows the storage of money you receive from your sales proceeds made on the Platform (“Seller Wallet”). The sum of this money, minus any withdrawals, will be reflected as your Seller Wallet’s balance.

10.2     You may transfer funds from your Seller Wallet (up to the amount of your Naturawave Wallet balance) to your linked bank account (“Linked Account”) by submitting a transfer request (“Withdrawal Request”) a maximum of once per day. Naturawave may also automatically transfer funds from your Seller Wallet to your Linked Account on a regular basis, as determined by Naturawave. Naturawave shall only process such transfers on business days and such transfers may take up to two business days to be credited to your Linked Account.

10.3     Sellers are entitled to one (1) free Withdrawal Request per week (“Weekly Withdrawal Limit”). Naturawave may impose a fee of RM0.12 for each additional Withdrawal Request made in excess of the Weekly Withdrawal Limit (“Withdrawal Fee”). The Withdrawal Fee is subjected to Sales and Service Tax (“SST”). The Weekly Withdrawal Limit and the Withdrawal Fee are subject to change at Naturawave’s discretion.

10.4     Money from your sale of items on Naturawave shall be credited to your Seller Wallet within three (3) days after the item is delivered to Buyer or immediately after Buyer has acknowledged that they have received the item.

10.5     Once submitted, you may not modify or cancel a Withdrawal Request.

10.6    If there is an error in the processing of any transaction, you authorize us to initiate debit or credit entries to your designated bank account, to correct such error, provided that any such correction is made in accordance with applicable laws and regulations. If we are unable to debit your designated bank account for any reason, you authorize us to resubmit the debit, plus any applicable fees, to any other bank account or payment instrument that you have on file with us or to deduct the debit and applicable fees from your Seller Wallet in the future. If we are unable to credit your Alternative Account, for any reason, we reserve our right to handle or process such money in accordance with the applicable law, including the Unclaimed Moneys Act 1965.

10.7     You authorize us to initiate debit or credit entries to your Seller Wallet:

(i)                 to correct any errors in the processing of any transaction;

(ii)                where Naturawave has determined that you have engaged in fraudulent or suspicious activity and/or transactions;

(iii)               in connection with any lost, damaged or incorrect items;

(iv)               in connection with any rewards or rebates;

(v)                in connection with any uncharged fees;

(vi)               in connection with the settlement of any transaction dispute, including any compensation due to, or from, you;

(vii)              in connection with any banned items or items that are detained by customs;

(viii)               in connection with any change of mind agreed to by both Buyer and Seller; and

(ix)               to purchase Advertising Credits where you have activated the Advertising Credits Top Up Feature and your Advertising Credits have fallen below your Advertising Credits Minimum Amount.

11.       Naturawave GUARANTEE

11.1     Naturawave Guarantee is a service provided by Naturawave or its authorised agent to protect purchases. To protect against the risk of liability, payment for purchases made to Seller using the Services will be held by Naturawave or its authorised agent (“Naturawave Guarantee Account”). Seller will not receive interest or other earnings from the sum you have paid into Naturawave Guarantee Account.

 

11.2     After Buyer makes payment for his/her order (“Buyer’s Purchase Monies”), Buyer’s Purchase Monies will be held in Naturawave Guarantee Account until:

(a)     Buyer sends confirmation to Naturawave that Buyer has received his/her goods, in which case, unless 11.2(d) applies, Naturawave will release Buyer’s Purchase Monies (less the Seller’s proportion of the Shipping fee (if applicable), the Transaction Fee and Tax Amount (defined below), and (if applicable) the Cross Border Fee (defined below)) in Naturawave Guarantee Account to Seller;

(b)      Naturawave Guarantee Period (or any approved extension under 11.3) expires, in which case, unless 11.2(c) or 11.2(d) applies, Naturawave will release Buyer’s Purchase Monies  (less  the Seller’s proportion of the Shipping Fee (if applicable), the Transaction Fee and Tax Amount (defined below), and (if applicable) the Cross Border Fee (defined below)) in Naturawave Guarantee Account to Seller;

(c)      Naturawave determines that Buyer’s application for a return of goods and/or refund is successful, in which case, unless 11.2(d) applies, Naturawave will provide a refund to Buyer, subject to and in accordance with the Refunds and Return Policy;

(d)      such other time as Naturawave reasonably determines that a distribution of Buyer’s Purchase Monies (less  the Seller’s proportion of the Shipping Fee (if applicable), the Transaction Fee and Tax Amount (defined below), and (if applicable) the Cross Border Fee (defined below)) is appropriate, including, without limitation, where it deems reasonably necessary to comply with applicable law or a court order or to enforce these Terms of Service.

Naturawave Guarantee is only offered to Buyers who have made payment through the channels provided by Naturawave into Naturawave Guarantee Account. Offline arrangements between Buyer and Seller will not be covered under Naturawave Guarantee.

11.3   Payments made through Naturawave channels will be held in the Naturawave Guarantee Account for a specified period of time (the “Naturawave Guarantee Period”). To find out more about the Naturawave Guarantee Period, please click this link. Buyer may apply for a one-time extension of Naturawave Guarantee Period prior to the expiry of the applicable Naturawave Guarantee Period, subject to and in accordance with the Refunds and Return Policy. Upon Buyer’s application, Naturawave Guarantee Period may be extended for a maximum period of three (3) days unless Naturawave in its sole discretion determines that a longer extension is appropriate or required.

11.4   If, for any reason, the Seller’s bank account cannot be credited and/or the Seller cannot be contacted, Naturawave will use reasonable endeavours to contact the Seller using the contact details provided by him/her.  In the event that the Seller cannot be contacted for more than twelve (12) months after the become due to the Seller and the Buyer’s Purchase Monies remain unclaimed, we reserve our right to handle or process such money in accordance with the applicable law, including the Unclaimed Moneys Act 1965.

11.5   Seller/Buyer must be the beneficial owner of the Account and conduct transaction on the Site only on behalf of him or herself. Naturawave may require Seller or Buyer to provide his or her personal data such as recent identity photograph, bank account details and/or any other such documentation necessary, for verification purposes, including verification required by third party payment processing and logistic service providers. Seller/Buyer hereby grants Naturawave his/her consent to use or provide to third party his/her personal data to facilitate his/her use of the Site. Further, Seller/Buyer authorises Naturawave to use his/her personal data to make any inquires we consider necessary to validate his/her identity with the appropriate entity such as his/her bank. For more information in relation to how Naturawave handles your personal information, please visit our Privacy Policy page.

11.6   The Naturawave Guarantee is in addition and without limitation to Buyer’s and Seller’s obligations under applicable law, which may go above and beyond what is provided for by the Naturawave Guarantee. The Naturawave Guarantee is neither intended nor designed to assist Buyer or Seller in complying with its own legal obligations, for which each party will remain solely responsible, and Naturawave accepts no liability in connection with the same. Without limitation, the Naturawave Guarantee does not constitute a product warranty.

11.7   Buyer and Seller acknowledge and agree that Naturawave’s decision (including any appeals) in respect of and relating to any issues concerning the Naturawave Guarantee is final.

11.8   For the avoidance of doubt, any transactions not conducted on the Site will not qualify for the protection offered by Naturawave Guarantee.

12.     DELIVERY

12.1   Naturawave will inform Seller when Naturawave receives Buyer’s Purchase Monies. Unless otherwise agreed with Naturawave, Seller should then make the necessary arrangements to have the purchased item delivered to Buyer and provide details such as the name of the delivery company, the tracking number, etc. to Buyer through the Site.

12.2   Seller must use his/her best effort to ensure that Buyer receives the purchased items within, whichever applicable, the Naturawave Guarantee Period or the time period specified (for offline payment) by Seller on Seller’s listing.

12.3   Users understand that Seller bears all risk attached to the delivery of the purchased item(s) and warrants that he/she has or will obtain adequate insurance coverage for the delivery of the purchased item(s). In the event where the purchased item(s) is damaged, lost or failure of delivery during the course of delivery, Users acknowledge and agree that Naturawave will not be liable for any damage, expense, cost or fees resulted therefrom and Seller and/or Buyer will reach out to the logistic service provider to resolve such dispute.

12.4   For Cross-Border Transaction. Users understand and acknowledge that, where a product listing states that the product will ship from overseas, such product is being sold from a Seller based outside of Malaysia, and  the importation and exportation of such product is subject to local laws and regulations. Users should familiarise themselves with all import and export restrictions that apply to the designating country.  Users acknowledge that Naturawave cannot provide any legal advice in this regard and agrees that Naturawave shall not bear any risks or liabilities associated with the import and export of such products to Malaysia.

12.5   Where the Buyer elects to have a purchased item delivered by any other shipping method, the fee payable to the delivery company (“Shipping Fee”) shall be borne by the Buyer, Seller and Naturawave in such proportions as may be determined by Naturawave and published on the Site from time to time.  Naturawave shall (i) collect the Buyer’s proportion of the Shipping Fee from the Buyer, (ii) deduct the Seller’s proportion of the Shipping Fee from the Buyer’s Purchase Monies in accordance with Section 12.2, and (iii) pay the total Shipping Fee to the delivery company.

13.     CANCELLATION, RETURN AND REFUND

13.1   Buyer may only cancel his/her order prior to the payment of Buyer’s Purchase Monies into Naturawave Guarantee Account.

13.2   Buyer may apply for the return of the purchased item and refund prior to the expiry of Naturawave Guarantee Period, if applicable, subject to and in accordance with Naturawave’s Refunds and Return Policy. Please refer to Naturawave’s Refunds and Return Policy for further information.

13.3   Naturawave reserves the right to cancel any transaction on the Site and Buyer agrees that Buyer’s sole remedy will be to receive a refund of the Buyer’s Purchase Monies paid into Naturawave Guarantee Account.

13.4   If you have redeemed Naturawave Coins for your transaction and you are successful in obtaining a refund based on Naturawave’s Refunds and Return Policy, Naturawave shall refund the monies you have actually paid for the item and credit back any redeemed Naturawave Coins to your Account separately.

13.5   Naturawave does not monitor the cancellation, return and refund process for offline payment.

13.6   Refunds to Buyers shall be made to their NaturawavePay wallet within one (1) day of the return or refund request being approved.

14.     DISPUTES

14.1   In the event a problem arises in a transaction, the Buyer and Seller agree to communicate with each other first to attempt to resolve such dispute by mutual discussions, which Naturawave shall use reasonable commercial efforts to facilitate. If the matter cannot be resolved by mutual discussions, Users may approach the claims tribunal of their local jurisdiction to resolve any dispute arising from a transaction.

14.2   Each Buyer and Seller covenants and agrees that it will not bring suit or otherwise assert any claim against Naturawave or its Affiliates (except where Naturawave or its Affiliates is the Seller of the product that the claim relates to) in relation to any transaction made on the Site or any dispute related to such transaction.

14.3   Users covered under Naturawave Guarantee may send written request to Naturawave to assist them in resolving issues which may arise from a transaction upon request. Naturawave may, at its sole discretion and with absolutely no liability to Seller and Buyer, take all necessary steps to assist Users resolving their dispute. For more information, please refer to Naturawave’sRefunds and Return Policy.

14.4   To be clear, the services provided under this Section 19 are only available to Buyers covered under Naturawave Guarantee. Buyer using other payment means for his/her purchase should contact Seller directly.

15.     FEEDBACK

15.1   Naturawave welcomes information and feedback from our Users which will enable Naturawave to improve the quality of service provided. Please refer to our feedback procedure below for further information:

(i)          Feedback may be made in writing through email to or using the feedback form found on the App.

(ii)         Anonymous feedback will not be accepted.

(iii)        Users affected by the feedback should be fully informed of all facts and given the opportunity to put forward their case.

(iv)        Vague and defamatory feedback will not be entertained.

16.     DISCLAIMERS

16.1   THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY NATURAWAVE OF ANY KIND EITHER EXPRESSED, IMPLIED OR STATUTORY WITH RESPECT TO THE SERVICES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. WITHOUT LIMITING THE FOREGOING AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NATURAWAVE DOES NOT WARRANT THAT THE SERVICES, THIS SITE OR THE FUNCTIONS CONTAINED THEREIN WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE OR ERROR-FREE, THAT DEFECTS, IF ANY, WILL BE CORRECTED, OR THAT THIS SITE AND/OR THE SERVER THAT MAKES THE SAME AVAILABLE ARE FREE OF VIRUSES, CLOCKS, TIMERS, COUNTERS, WORMS, SOFTWARE LOCKS, DROP DEAD DEVICES, TROJAN-HORSES, ROUTINGS, TRAP DOORS, TIME BOMBS OR ANY OTHER HARMFUL CODES, INSTRUCTIONS, PROGRAMS OR COMPONENTS.

16.2   YOU ACKNOWLEDGE THAT THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SITE AND/OR THE SERVICES REMAINS WITH YOU TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

16.3   NATURAWAVE HAS NO CONTROL OVER AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DOES NOT GUARANTEE OR ACCEPT ANY RESPONSIBILITY FOR: (A) THE FITNESS FOR PURPOSE, EXISTENCE, QUALITY, SAFETY OR LEGALITY OF ITEMS AVAILABLE VIA THE SERVICES; OR (B) THE ABILITY OF SELLERS TO SELL ITEMS OR OF BUYERS TO PAY FOR ITEMS.IF THERE IS A DISPUTE INVOLVING ONE OR MORE USERS, SUCH USERS AGREE TO RESOLVE SUCH DISPUTE BETWEEN THEMSELVES DIRECTLY AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RELEASE NATURAWAVE AND ITS AFFILIATES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY SUCH DISPUTE.

17.     EXCLUSIONS AND LIMITATIONS OF LIABILITY

17.1   TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NATURAWAVE BE LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY), OR OTHER CAUSE OF ACTION AT LAW, IN EQUITY, BY STATUTE OR OTHERWISE, FOR:

(x)    (A) LOSS OF USE; (B) LOSS OF PROFITS; (C) LOSS OF REVENUES; (D) LOSS OF DATA; (E) LOSS OF GOOD WILL; OR (F) FAILURE TO REALISE ANTICIPATED SAVINGS, IN EACH CASE WHETHER DIRECT OR INDIRECT; OR

(xi)    ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THIS SITE OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING THEREFROM, EVEN IF NATURAWAVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17.2  YOU ACKNOWLEDGE AND AGREE THAT YOUR ONLY RIGHT WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SERVICES IS TO REQUEST FOR TERMINATION OF YOUR ACCOUNT AND/OR DISCONTINUE ANY USE OF THE SERVICES.

17.3   IF, NOTWITHSTANDING THE PREVIOUS SECTIONS, NATURAWAVE IS FOUND BY A COURT OF COMPETENT JURISDICTION TO BE LIABLE (INCLUDING FOR GROSS NEGLIGENCE), THEN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ITS LIABILITY TO YOU OR TO ANY THIRD PARTY IS LIMITED TO THE LESSER OF: (A) ANY AMOUNTS DUE AND PAYABLE TO YOU PURSUANT TO THE NATURAWAVE GUARANTEE; AND (B) SG $100 (ONE HUNDRED SINGAPORE DOLLARS).

17.4   NOTHING IN THESE TERMS OF SERVICE SHALL LIMIT OR EXCLUDE ANY LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NATURAWAVE’S NEGLIGENCE, FOR FRAUD OR FOR ANY OTHER LIABILITY ON THE PART OF NATURAWAAVE THAT CANNOT BE LAWFULLY LIMITED AND/OR EXCLUDED.

18.     LINKS TO THIRD PARTY SITES AND SHARING VIDEOS FROM YOUTUBE

18.1 Third party links provided throughout the Site will let you leave this Site. These links are provided as a courtesy only, and the sites they link to are not under the control of Naturawave in any manner whatsoever and you therefore access them at your own risk. Naturawave is in no manner responsible for the contents of any such linked site or any link contained within a linked site, including any changes or updates to such sites. Naturawave is providing these links merely as a convenience, and the inclusion of any link does not in any way imply or express affiliation, endorsement or sponsorship by Naturawave of any linked site and/or any of its content therein.

18.2 Naturawave allows you to share videos from YouTube on the Naturawave Livestream feature (“YouTube Content”). By sharing YouTube Content, you hereby agree to be bound by the YouTube Terms of Service (https://www.youtube.com/t/terms).

19.     YOUR CONTRIBUTIONS TO THE SERVICES

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

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

20.     THIRD PARTY CONTRIBUTIONS TO THE SERVICES AND EXTERNAL LINKS

20.1   Each contributor to the Services of data, text, images, sounds, video, software and other Content is solely responsible for the accuracy, reliability, nature, rights clearance, compliance with law and legal restrictions associated with their Content contribution. As such, Naturawave is not responsible to, and shall not, regularly monitor or check for the accuracy, reliability, nature, rights clearance, compliance with law and legal restrictions associated with any contribution of Content. You will not hold Naturawave responsible for any User’s actions or inactions, including, without limitation, things they post or otherwise make available via the Services.

20.2   In addition, the Services may contain links to third party products, websites, services and offers. These third party links, products, websites and services are not owned or controlled by Naturawave. Rather, they are operated by, and are the property of, the respective third parties, and may be protected by applicable copyright or other intellectual property laws and treaties. Naturawave has not reviewed, and assumes no responsibility for the content, functionality, security, services, privacy policies, or other practices of these third parties. You are encouraged to read the terms and other policies published by such third parties on their websites or otherwise. By using the Services, you agree that Naturawave shall not be liable in any manner due to your use of, or inability to use, any website or widget. You further acknowledge and agree that Naturawave may disable your use of, or remove, any third party links, or applications on the Services to the extent they violate these Terms of Service.

21.     YOUR REPRESENTATIONS AND WARRANTIES

You represent and warrant that:

(a)      you possess the legal capacity (and in the case of a minor, valid parent or legal guardian consent), right and ability to enter into these Terms of Service and to comply with its terms; and

(b)      you will use the Services for lawful purposes only and in accordance with these Terms of Service and all applicable laws, rules, codes, directives, guidelines, policies and regulations.

22.      FRAUDULENT OR SUSPICIOUS ACTIVITY

If Naturawave, in its sole discretion, believes that you may have engaged in any potentially fraudulent or suspicious activity and/or transactions, we may take various actions to protect Naturawave, other Buyers or Sellers, other third parties or you from Reversals, Chargebacks, Claims, fees, fines, penalties and any other liability. The actions we may take include but are not limited to the following:

(a)        We may close, suspend, or limit your access to your Account or the Services, and/or suspend the processing of any transaction;

(b)        We may suspend your eligibility for Naturawave Guarantee;

(c)      We may hold, apply or transfer the funds in your Account as required by judgments and orders which affect you or your Account, including judgments and orders issued by courts in Singapore or elsewhere and directed to Naturawave;

(d)        We may refuse to provide the Services to you now and in the future;

(e)       We may hold your funds for a period of time reasonably needed to protect against the risk of liability to Naturawave or a third party, or if we believe that you may be engaging in potentially fraudulent or suspicious activity and/or transactions.

For the purposes of this Section:

“Chargeback” means a request that a Buyer files directly with his or her debit or credit card company  or debit or credit card issuing bank to invalidate a payment.

“Claim” means a challenge to a payment that a Buyer or Seller files directly with Naturawave.

“Reversal” means the reversal of a payment by Naturawave because (a) it is invalidated by the sender’s bank, (b) it was sent to you in error by Naturawave, (c) the sender of the payment did not have authorization to send the payment (for example: the sender used a stolen credit card), (d) you received the payment for activities that violated these Terms of Service or any other Naturawave policy, or (e) Naturawave decided a Claim against you.

23.     INDEMNITY

You agree to indemnify, defend and hold harmless Naturawave, and its shareholders, subsidiaries, affiliates, directors, officers, agents, co-branders or other partners, and employees (collectively, the “Indemnified Parties”) from and against any and all claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, any other dispute resolution expenses) incurred by any Indemnified Party arising out of or relating to: (a) any transaction made on the Site, or any dispute in relation to such transaction (except where Naturawave or its Affiliates is the Seller in the transaction that the dispute relates to), (b) the Naturawave Guarantee, (c) the hosting, operation, management and/or administration of the Services by or on behalf of Naturawave, (d) your violation or breach of any term of these Terms of Service or any policy or guidelines referenced herein, (e) your use or misuse of the Services, (f) your breach of any law or any rights of a third party, or (g) any Content uploaded by you.

24.     SEVERABILITY

If any provision of these Terms of Service shall be deemed unlawful, void, or for any reason unenforceable under the law of any jurisdiction, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions in such jurisdiction nor the validity and enforceability of the provision in question under the law of any other jurisdiction.

25.     GOVERNING LAW

These Terms of Service shall be governed by and construed in accordance with the laws of the Republic of Singapore without regard to its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act, to the extent applicable, are expressly disclaimed. Unless otherwise required by applicable laws, any dispute, controversy, claim or difference of any kind whatsoever shall arising out of or relating to these Terms of Service against or relating to Naturawave or any Indemnified Party under these Terms of Service shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this Section. There will be one (1) arbitrator and the language of the arbitration shall be English.

26.     GENERAL PROVISIONS

26.1   Naturawave reserves all rights not expressly granted herein.

26.2   Naturawave may modify these Terms of Service at any time by posting the revised Terms of Service on this Site. Your continued use of this Site after such changes have been posted shall constitute your acceptance of such revised Terms of Service.

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

26.4   Nothing in these Terms of Service shall constitute a partnership, joint venture or principal-agent relationship between you and Naturawave, nor does it authorise you to incur any costs or liabilities on Naturawave’s behalf.

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

26.6   These Terms of Service are solely for your and our benefit and are not for the benefit of any other person or entity, except for Naturawave’s affiliates and subsidiaries (and each of Naturawave’s and its affiliates’ and subsidiaries’ respective successors and assigns).

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

26.8   You agree to comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and corruption including without limitation the UK Bribery Act, the US Foreign Corrupt Practices Act and the Singapore Prevention of Corruption Act and confirm that you have and shall have in place all policies and procedures needed to ensure compliance with such requirements.

26.9   If you have any questions or concerns about these Terms of Service or any issues raised in these Terms of Service or on the Site, please contacts us at:support@Naturawave.com.my.

LEGAL NOTICES: Please send all legal notices to legal.my@Naturawave.com and Attention it to the “General Counsel”.

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

Last updated: 01 January 2021

1. Application for Returns/Refunds

Subject to the terms and conditions in this Refunds and Return Policy and the Terms of Service, Buyer may apply for return of the purchased items (“Item”) and/or refund prior to the expiry of the Naturawave Guarantee Period as stated in the Terms of Service.

Naturawave Guarantee is a service provided by Naturawave, on User’s request, to assist Users in dealing with certain conflicts which may arise during the course of a transaction. Users may communicate with each other privately to resolve their differences or approach their relevant local authorities to assist them in overcoming any dispute prior, during or after using Naturawave Guarantee.

2. Application for the Return of an Item

Buyer may only apply for the refund and/or return of the Item in the following circumstances:

The Item has not been received by Buyer;

The Item received is incomplete (missing quantity or accessories);

Seller has delivered an Item that does not match the agreed specification (e.g. wrong size, colour, etc.) to Buyer;

The Item delivered to Buyer is materially different from the description provided by Seller in the listing of the Item;

The Item received is a counterfeit item**;

The Item received has physical damage (e.g. dented, scratched, shattered);

The Item received is faulty (e.g. malfunction, does not work as intended);

By way of private agreement with Seller and Seller must send his/her confirmation to Naturawave confirming such agreement; or

Change of mind*

*Change of Mind return policy is only applicable to certain categories and restricted to certain Sellers only.

** Counterfeit item return policy is applicable to Naturawave Mall sellers only.

 

Buyer’s application must be submitted via the Naturawave mobile app.

Naturawave will review each Buyer’s application on a case-by-case basis and, in its sole discretion, determine whether Buyer’s application is successful.

In the event where Buyer has commenced legal action against Seller, Buyer may provide the formal notification from the appropriate authority to Naturawave to request Naturawave to continue to hold the purchase monies until a formal determination is available. Naturawave will, at its sole and absolute discretion, determine whether it is necessary to continue to hold such purchase monies.

3. Rights of Seller

When Naturawave receives an application from Buyer for the return of the Item and/or refund, Naturawave will notify Seller in writing. Seller may respond to Buyer’s application according to the steps provided by Naturawave in the written notification. Seller must respond within the time-frame stipulated in the written notification (the “Stipulated Period”). Should Naturawave not hear from Seller within the Stipulated Period, Naturawave will assume that Seller has no response to Buyer’s application and will proceed to assess Buyer’s application without further notice to Seller.

Naturawave will review each Seller’s response on a case-by-case basis and, in its sole discretion, determine whether Buyer’s application may be successful against the circumstances stated by Seller.

4. Condition of Returning Item

To enjoy a hassle-free experience when returning the Item, Buyer should ensure that the Item, including any complimentary items such as accessories that come with the Item, must be returned to Seller in the condition received by Buyer on delivery. We will recommend Buyer to take a photo of the Item upon receipt.

5. Liability of Return Shipping Fee

i) In the scenario of an unforeseen error from the seller’s end (i.e – damaged, faulty or wrong Item delivered to the buyer), the seller will bear buyer’s return shipping fee.

ii) In the scenario of the buyer’s change of mind, buyer shall get seller’s consent prior to the return request and buyer will bear the return shipping fee.

iii) In the scenario where both seller-buyer disputing the party liable for the return shipping fee, Naturawave at its sole discretion will determine the party liable for the return shipping fee.

6. Refunds

Buyer will only be refunded after Naturawave has received the confirmation from Seller that Seller has received the returned Item. In the event where Naturawave does not hear from Seller within a specified time, Naturawave will be at liberty to refund the applicable sum to Buyer without further notice to Seller. For more information on Seller’s response time limits, please click this link. The refund will be made to Buyer’s credit/debit card or designated bank account, whichever is applicable.

7. Communication Between Buyer and Seller

Naturawave encourages Users to communicate with each other in the event where problem arises in a transaction. As Naturawave is a platform for Users to conduct trading, Buyer should contact Seller directly for any issue relating to the Item purchased.

Last updated: 01 January 2021

1. DEFINITIONS

1.1 “Account Balance” means the accumulated and unpaid Commission Fees due and payable to Affiliate.

1.2 “Affiliate Media” means all advertising media, including but not limited to websites, applications and newsletters, Affiliate networks’ sub affiliates, their owned and brokered media registered to the Program by the Affiliate and approved by Naturawave.

1.3 “Affiliate Links” means advertising materials made available by Naturawave to Affiliate via the Program, including graphics, artwork, text, files, URLs and HTML or Javascript code.

1.4 “Confirmed Budget” means an estimated value of marketing spend that is agreed between Naturawave and the Affiliate on a monthly basis via email communication or otherwise as agreed in writing between the Parties.

“Completed Purchase” means a completion of an approved sale and/or purchase transaction of a Product between a Buyer and a Seller on the Platform in accordance with Naturawave’s Terms of Use which results directly from a Buyer accessing the Platform via Affiliate Links placed on Affiliate Media and such Buyer:

(a) is not a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method to appear like an individual, real life person;

(b) is not using pre-populated fields;

(c) completes all of the information required for the Completed Purchase within the time period allowed by Naturawave, and;

(d) is not later determined by Naturawave to be fraudulent, incomplete, unqualified or a duplicate.

1.5 “Net Completed Purchase Value” means the monthly total net value of the Completed Purchases generated through Affiliate Links placed on Affiliate Media, calculated as the total value of Completed Purchases in a calendar month excluding any discounts, shipping fees, voucher fees, and other rebates such as Naturawave Coins.

1.6 “Platform” means any platform operated by Naturawave, which includes the Naturawave mobile applications available on the Apple App Store or Google Play and the Naturawave websites.

1.7 “Product” means any item listed or service offered on Platform by Sellers for sale to Buyers.

1.8 “Prohibited Content” means any content or term that:

a) Promotes or is related to illegal activities (illegal drugs, phishing, terrorism, criminal activities, contests, pyramid schemes, or chain letters).

b) Promotes or is related to tobacco, gambling, or weapons.

c) Is related to pornographic or obscene material.

d) Is related to excessively graphic or explicit violence.

e) Is defamatory, inappropriate, or profane.

f) Is discriminatory or constitutes “hate speech”, whether directed at an individual or a group, and whether based upon the race, sex, creed, national origin, religious affiliation, sexual orientation, or language of such individual or group.

g) Promotes or contains viruses, worms, corrupted files, malware, cracks, or other materials that are intended to or may damage or render inoperable software, hardware, or security measures.

1.9 “Term” has the meaning set forth in Section 7.1.

1.10 “Terms of Use” means the terms of use governing the Platform, including additional guidelines required or updated by Naturawave from time to time.

1.11 “Territory” means the territory in which the Naturawave entity that is engaging the Affiliate is domiciled.

1.12 “User” means any registered valid user of the Platform, which includes both buyers (“Buyers”) and sellers (“Sellers”) on the Platform.

2. PARTICIPATION REQUIREMENTS

2.1 Registration Information. Affiliate shall provide any information requested by Naturawave and shall ensure such information is true, accurate and complete, for the purpose of registration for the Program. Any false or inaccurate information submitted to Naturawave shall be deemed as grounds for termination of this Agreement. Naturawave may accept or reject Affiliate’s application at its sole discretion and for any reason.

2.2 Limited License. If Affiliate is accepted into the Program, Naturawave grants to Affiliate for the duration of this Agreement a non-exclusive, non-transferrable and revocable right to display the Affiliate Links on its Affiliate Media at its own cost, for the sole purposes of Affiliate’s participation in the Program. Affiliate shall not, without the prior written consent of Naturawave, alter or modify or create derivative works of the Affiliate Links or any of Naturawave’s intellectual property. Except as expressly set forth in this Agreement, nothing in this Agreement is intended to grant Affiliate any rights to use any of Naturawave’s intellectual property.

2.3 Eligibility. Affiliate Media must be publically available via the information provided in Affiliate’s application to join the Program. Affiliate shall not be eligible to participate, and Naturawave may terminate Affiliate’s participation, in the Program if its Affiliate Media contains any of the Prohibited Content or other content that Naturawave deems inappropriate.  Affiliate Media may include social media and websites (including, but not limited to, website/blog domain, Facebook, Pinterest and Twitter) upon approval by Naturawave (“Approved Social Media”).  Approved Social Media must (i) not contain the trademarks, names or logos of Naturawave, or display misleading content, and (ii) if through Facebook, be displayed through a “fan page” only and not through a “personal page” in accordance with Facebook’s user policies. 

3. COMMISSION FEE AND PAYMENT TERMS

3.1 Commission Rate. The fees payable by Naturawave to Affiliate in a given month (the “Commission Fee”) shall be calculated in accordance with the rates stated on the Platform website or as separately agreed between Affiliate and Naturawave in writing (such rate, the “Commission Rate”).

3.2 Calculation of Commission Fee. The Commission Fees for a given month shall be calculated to be (a) the Confirmed Budget; or (b) the Net Completed Purchase Value multiplied by the Commission Rate, whichever is the lower.  All Commission Fees paid to, and received by, Affiliates are inclusive of all value-added taxes. Naturawave shall deduct a service fee from the Commission Fees in accordance with the rates stated on the Platform website or as separately agreed between Affiliate and Naturawave in writing.

3.3 Minimum Payout.

(a) The Commission Fees payable to Affiliate shall be added to the Affiliate’s Account Balance on a monthly basis.

(b) Naturawave shall pay Affiliate the Account Balance monthly, provided that the Account Balance as of the date of payment meets a minimum of the equivalent in local currency of $50 USD (the “Minimum Payout”).

(c) If Affiliate’s Account Balance is below the Minimum Payout in a given payment period, Naturawave reserves the right to withhold such amounts due to Affiliate until such payment period where Affiliate’s Account Balance has met the Minimum Payout.

3.4 Payment. Pursuant to Section 3.3, Naturawave shall validate and approve the Commission Fees payable and shall pay Affiliate within sixty (60) days of system approval. The Commission Fees determined by Naturawave shall be deemed final.

3.5 Taxes. Each party will pay all taxes that it owes under this Agreement. If applicable law requires Naturawave to withhold any taxes from the amounts due to Affiliate, Naturawave will withhold the required amount and provide Affiliate with a receipt or other documentation evidencing the withholding tax payment. If Affiliate is domiciled outside of the Territory, the parties agree that the services provided by Affiliate are performed wholly outside of the Territory.

3.6 Chargebacks. Naturawave shall not make commission payouts on, and reserves the right to set-off or initiate chargebacks on transactions that were previously paid out. Such transactions include but are not limited to:

(a) transactions that do not meet the requirements to be a Completed Purchase;

(b) fraudulent transactions identified manually or by means of a fraudulent order checking process by Naturawave;

(c) transactions performed through collusion where the Affiliate is connected to the Seller or where Affiliate has purchased Products through the Affiliate Links;

(d) cancelled, incomplete, returned or refunded transactions;

(e) transactions made with the intention of reselling the purchased Products; and

(f) transactions performed through Affiliate Links placed on Affiliate Media which contains any Prohibited Content.

4. RESPONSIBILITIES OF AFFILIATE

4.1 Business Conduct. Affiliate may not contractually bind Naturawave or make any representations on behalf of Naturawave. Affiliate will not engage in any unconscionable, false, deceptive, misleading, or fraudulent conduct. Affiliate will not advertise substances, services, products, or materials that violate applicable laws. Naturawave shall have the absolute discretion and authority to make any request for any removal of any content, material, or other media placed or displayed by the Affiliate under its performance of this Agreement and Affiliate shall act upon Naturawave’s request immediately.

4.2 Compliance with Laws and Terms of Use.  Affiliate will ensure that the Affiliate Media and the placement of Affiliate Links complies with all applicable laws in jurisdictions in which Affiliate is located or provides goods and services, the Terms of Use, and other existing criteria or specifications required by Naturawave (including content limitations, technical specifications, privacy requirements, user experience requirements, and requirements regarding Naturawave’s public image).

4.3 Prohibited Actions.  Affiliate will not, and will not allow any third party to do the following:

(a) use advertising e-mails to promote Naturawave without Naturawave’s prior written consent;

(b) use robots or other automated query tools, computer generated search requests;

(c) fraudulent use of search engine optimization services to generate or conceal impressions, inquiries, clicks, or conversions that are fraudulent or invalid;

(d) drive or utilize any SEM keywords and other keyword-based advertising traffic using the Naturawave brand or private labels to Naturawave’s Platform (in other words, “Naturawave” and other similar words which could be misleading as Naturawave must be entered as a negative keyword) without Naturawave’s prior written consent;

(e) use any automated means or form of scraping, or other data extraction methods to access, query, collect, or use Naturawave intellectual property, including logo, key visuals, creative materials and other Confidential Information from the Platform or otherwise;

(f) apply Affiliate Links on Affiliate Media that contains Prohibited Content, or in torrent or streaming sites;

(g) advertise Affiliate Media through any of Naturawave’s social media channels; 

(h) (where Affiliate is an affiliate network) re-brokering to another affiliate network as their sub-affiliate; or

(i) incorporate any lottery or lucky draw in the Affiliate Media.

4.4 Cookies. The Affiliate shall warrant that it will set cookies only if the Affiliate Links are visible on Affiliate Media and the user clicks voluntarily and consciously. The use of layers, add-ons, iFrames, pop-up, pop-under, site-under, advertisements which automatically redirect the user to the Platform without the user’s engagement or action (e.g. click, touch), cookie dropping, postview technology, misleading advertisements that result in misleading clicks, shall not be permitted and are strictly prohibited. Advertisements that result in forced installations (which includes initiating downloads/redirects without a user’s permission) of the Naturawave application are strictly prohibited.

5. RESPONSIBILITIES AND RIGHTS OF Naturawave

5.1 Platform.  Naturawave will operate and maintain the Platform.  No changes relating to the features or functionalities of the Platform will affect the validity and enforceability of this Agreement.

5.2 Right to Cancel, Reject, or Remove.  Naturawave reserves the right to review any Affiliate Media and any related documentation submitted by Affiliate. If, in Naturawave’s sole judgment: (a) any Affiliate or Affiliate Media violates the Terms of Use of the Platform; (b) Affiliate violates or encourages violation of any applicable laws; (c) Affiliate breaches its obligations under this Agreement; (d) Naturawave believes that any Affiliate Media may subject Naturawave to criminal, civil, or administrative liability; or (e) any Affiliate Media constitutes or contains Prohibited Content, Naturawave may take one or more of the following measures:

a) request that the Affiliate Links and/or Affiliate Media be removed or taken down immediately;

b) require Affiliate to cure its violation, non-compliance, or breach within a specified period of time;

c) for each violation, impose a fine or Chargeback on Affiliate as liquidated damage, which fine or Chargeback will not relieve Affiliate from its liabilities if Naturawave’s losses exceed such amount; or

d) terminate this Agreement.

5.3 Changes to these Terms and Conditions and Terms of Use.  Naturawave may, at Naturawave’s discretion, update, amend, or modify these Terms and Conditions and the Terms of Use. If Naturawave updates, amends, or modifies these Terms and Conditions or the Terms of Use of a Platform, Naturawave will make reasonable efforts to notify Affiliate of the updates, amendments, or modifications, including by publishing the modified Terms and Conditions and Terms of Use on the Platform’s website], by email, or by instant message. Affiliate will check the Platform periodically for such updates and notices. The modified Terms and Conditions and/or Terms of Use take effect on publication. By continuing to use the Affiliate Links, Affiliate agrees to be bound by the updated, amended, or modified Terms and Conditions and Terms of Use. If Affiliate does not agree to be bound by the updated, amended, or modified Terms and Conditions and Terms of Use, the Affiliate must terminate this Agreement pursuant to Section 7.

6. CONFIDENTIAL INFORMATION

6.1 “Confidential Information” means all information that is confidential in nature including, but not limited to: (a) any proprietary information of a party to this Agreement disclosed by one party to the other that is in written, graphic, machine readable, or other tangible form and is marked “Confidential” or “Proprietary” or in some other manner to indicate its confidential nature; (b) the Naturawave materials and all other non-public marketing or technical information, even if not marked as confidential; and (c) all information collected or developed by Naturawave regarding its Users. Confidential Information also includes oral disclosures if that information would reasonably be understood to be confidential from the context of disclosure.

6.2 Exceptions.  Confidential Information will not include any information that: (a) was publicly known and made generally available before the time of disclosure by the disclosing party; (b) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (c) is already in the lawful possession of the receiving party at the time of disclosure; (d) is obtained by the receiving party from a third party without a breach of that third party’s obligations of confidentiality; (e) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information; or (f) is disclosed by the receiving party pursuant to the disclosing party’s prior written approval.

6.3 Non-Use and Non-Disclosure.  Each party will: (a) treat as confidential all Confidential Information of the other party; (b) not disclose that Confidential Information to any third party, except on a “need to know” basis to third parties that have signed a non-disclosure agreement containing provisions substantially as protective as the terms of this Section and such party has obtained the written consent to that disclosure from the party that provided the Confidential Information; and (c) not use that Confidential Information except in connection with performing its obligations or exercising its rights under this Agreement.  Each party is permitted to disclose the other party’s Confidential Information if required by law so long as the other party is given prompt written notice of that requirement before disclosure and assistance in obtaining an order protecting that information from public disclosure.

7. TERM AND TERMINATION

7.1 Term.  This Agreement takes effect on the date that Naturawave approves Affiliate’s application to join the Affiliate Program and continues to be in effect until terminated in accordance with Section 7.2 or 7.3 (the “Term”).

7.2 Termination by Naturawave. Naturawave may unilaterally terminate this Agreement at its sole discretion and for any reason which Naturawave deems appropriate with seven (7) days’ prior notice and disabling the Affiliate Links. Naturawave may terminate this Agreement immediately and without any prior notice if Affiliate breaches its obligations under this Agreement.

7.3 Termination for Cause. This Agreement will terminate immediately upon:

(a) either party’s dissolution or ceasing to do business, or the institution by or against either party of insolvency, receivership, or bankruptcy proceedings or any other proceedings for the settlement of either party’s debts; or

(b) the occurrence of an event of Force Majeure (as defined in Section 11.4) that continues for more than 30 days.

7.4 Effect of Termination. Upon termination of this Agreement for any reason, Affiliate shall immediately cease all use of Naturawave’s Affiliate Links, and will cease representing itself as a Naturawave Affiliate.

7.5 Termination due to Affiliate’s breach. If this Agreement is terminated due to Affiliate’s breach of its obligations in accordance with Sections 5.2 and 7.3, all amounts payable to Affiliate by Naturawave may be forfeited as liquidated damages without prejudice to Naturawave’s recourse for other rights or remedies available under applicable laws.

7.6 Survival.  The following provisions will survive the termination or expiration of this Agreement: Sections 1, 3, 6, 7, 9, 10, 11 and any other provisions that, by their nature, are intended to survive. All liabilities that accrued before the termination or expiration will survive the termination or expiration of this Agreement.

8. REPRESENTATIONS AND WARRANTIES

8.1 Mutual Representations and Warranties. Each party represents and warrants that: (a) it is duly organized, validly existing, and in good standing in the jurisdiction it is formed; (b) its execution and delivery of this Agreement has been duly and validly authorized; (c) this Agreement constitutes a valid, binding, and enforceable obligation upon its execution; and (d) it will comply with all applicable laws in performing under this Agreement.

8.2 Representations and Warranties by Affiliate. Affiliate represents and warrants that

(a) the execution, delivery, and performance of this Agreement will not be in conflict with or constitute a default under the terms of any agreement, instrument, judgment, decree, or any order, statute, rule, or governmental regulation applicable to Affiliate;

(b) all information provided by Affiliate to Naturawave is complete, true, accurate and current, and that Affiliate has the right to conduct its business, including offering its products or services;

(c) no Affiliate Media contains (i) any information that violates or encourages violation of any applicable law; (ii) fraudulent or deceptive information or incentives;  (iii) virus, malware, spyware, Trojan, phishing, or other malicious code that could breach or circumvent any Platform security measure; (iv) information marketing or promoting fake or counterfeit goods or illegal businesses (including apps or software that contain hidden charges); (v) any material that infringes any rights of any third party; or (vi) material that may be harmful, abusive, pornographic or obscene, threatening, or defamatory.

9. INDEMNIFICATION

9.1 Indemnification by Affiliate.  Affiliate will indemnify, defend, and hold harmless Naturawave and its affiliates and their directors, officers, and employees from and against all claims, actions, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (a) any breach by Affiliate of this Agreement; (b) any failure of Affiliate to perform its obligations under this Agreement in compliance with all applicable laws; (c) any violation of any rights of any third party related to Affiliate Media; or (d) Affiliate’s fraud, negligence or willful misconduct.

9.2 Procedure.  Naturawave will promptly notify Affiliate of any claim that is subject to Section 9.1, and will permit Affiliate to assume and control the defense of that claim.  Naturawave will, however, have the right to employ separate counsel and participate in the defense of claims at the Affiliate’s sole cost.  Affiliate will have the sole authority to defend, compromise, settle, or otherwise dispose of a claim, but it will not agree to any disposition or settlement of a claim that admits liability or imposes duties of performance or payment on Naturawave without Naturawave’s prior written consent.  If the parties agree to settle a claim, Affiliate will not publicize the settlement without first obtaining Naturawave’s written permission.

10. LIMITATION OF LIABILITY

10.1 Disclaimer of Warranties. ALL Naturawave MATERIALS AND AFFILIATE LINKS ARE PROVIDED “AS IS.” AFFILIATE ACKNOWLEDGES AND AGREES THAT Naturawave WILL HAVE NO LIABILITY ARISING FROM A FAILURE OF ANY SECURITY TECHNOLOGY OR PROCEDURE. Naturawave DOES NOT WARRANT THAT THE Naturawave MATERIALS OR AFFILIATE LINKS provided WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, SECURE, ACCURATE, COMPLETE OR ERROR-FREE, THAT DEFECTS, IF ANY, WILL BE CORRECTED, OR THAT THE SERVER THAT MAKES THE SAME AVAILABLE ARE FREE OF VIRUSES, CLOCKS, TIMERS, COUNTERS, WORMS, SOFTWARE LOCKS, DROP DEAD DEVICES, TROJAN-HORSES, ROUTINGS, TRAP DOORS, TIME BOMBS OR ANY OTHER HARMFUL CODES, INSTRUCTIONS, PROGRAMS OR COMPONENTS.

10.2 Disclaimer of Consequential Damages. Naturawave WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO AFFILIATE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE TRANSACTION CONTEMPLATED UNDER THIS AGREEMENT, INCLUDING LOST PROFITS OR LOSS OF BUSINESS.

10.3 Cap on Liability. UNDER NO CIRCUMSTANCES WILL Naturawave’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY Naturawave TO AFFILIATE UNDER THIS AGREEMENT FOR THE 6-MONTH PERIOD PRECEDING THAT CLAIM.

10.4 Independent Allocations of Risk.  EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.  EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THESE PROVISIONS FAIL THEIR ESSENTIAL PURPOSE.

11. MISCELLANEOUS

11.1 Subcontractors.  Naturawave may exercise its rights under this Agreement via its affiliates and subcontractors. Naturawave will be responsible for the compliance of those affiliates and subcontractors with the terms of this Agreement.

11.2 Independent Contractor. This Agreement will not be construed as creating a partnership, joint venture, or agency relationship or as granting a franchise.  The parties are independent contractors in the performance of this Agreement.  Neither party is authorized to bind the other party to any liability or obligation or to represent that it has any authority to do so.

11.3 Press Release. Except as expressly set forth in this Agreement or as required by the laws of any jurisdiction, neither party will make any public announcement or press release regarding the cooperation contemplated by this Agreement without the prior consent of the other party.  Any party required by law to make a public announcement regarding any matter related to the cooperation contemplated by this Agreement will solicit from and consider in good faith the other party’s feedback on the content of that public announcement.

11.4 Force Majeure.  Neither party will be liable to the other party for any failure or delay in fulfilling an obligation (other than the financial obligations) under this Agreement if that failure or delay is attributable to circumstances beyond its control, including any fire, power failure, labor dispute, war, civil dispute, or government action (including any new law or regulation) or inaction (“Force Majeure”).  The deadline for fulfilling the obligation in question will be extended for a period equal to that of the continuance of the Force Majeure event.

11.5 Governing Law and Resolution of Disputes. This Agreement shall be governed by and construed under the laws of Singapore.  In the event of any dispute, controversy, claim or difference of any kind whatsoever arising between the parties in connection with this Agreement, including the breach, termination or validity of this Agreement, or in connection with the determination of any matters which are subject to objective determination pursuant to this Agreement (“Dispute”), which Dispute has been subject of a written notice by one party to the other (“Dispute Notice”), the parties shall attempt, for a period of thirty (30) days after the receipt by one (1) party of a Dispute Notice from the other party of the existence of a Dispute, to settle such Dispute in the first instance by mutual discussions between the senior management of each of the parties. If the Dispute cannot be settled by mutual discussions within the thirty (30) day period, it shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. There will be three (3) arbitrators and the language of the arbitration shall be English.

11.6 Notices.  All notices under the terms of this Agreement will be deemed given as of the day they are received either by overnight courier, email, postage prepaid certified or registered mail, or facsimile, and addressed either to Naturawave or Affiliate at their respective addresses.

11.7 Assignment.  Affiliate may not voluntarily, involuntarily, or by operation of law assign any of its rights or delegate any of its obligations under this Agreement (in whole or in part), including by direct or indirect change of control, merger (whether or not Affiliate is the surviving entity), or operation of law, without Naturawave’s prior written consent, which Naturawave may withhold in its sole and absolute discretion. Any direct or indirect change of control of equity ownership or management or control of Affiliate, whether or not Affiliate survives as an entity, will be deemed an assignment and delegation of this Agreement that requires Naturawave’s prior written consent.  An assignment by Affiliate will not relieve Affiliate of its obligations under this Agreement unless Naturawave expressly states otherwise in its written consent. Naturawave will not release Affiliate of its liability under this Agreement unless Naturawave expressly states otherwise in its written consent. Naturawave may voluntarily, involuntarily, or by operation of law assign any of its rights or delegate any of its obligations under this Agreement (in whole or in part) without Affiliate’s consent.  Any purported assignment or delegation in violation of this Section 11.7 will be null and void. Subject to this Section 11.7, this Agreement will bind and inure to the benefit of each party’s respective permitted successors and permitted assigns.

11.8 Waiver.  Any waiver of the provisions of this Agreement or of a party’s rights or remedies under this Agreement must be in writing provided in accordance with Section 11.6 to be effective. Failure, neglect, or delay by a party to enforce the provisions of this Agreement or its rights or remedies at any time will not be construed as a waiver of the party’s rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice the party’s right to take subsequent action.  Exercise or enforcement by either party of any right or remedy under this Agreement will not preclude the enforcement by the party of any other right or remedy under this Agreement or that the party is entitled by law to enforce.

11.9 Severability. If any term, condition, or provision in this Agreement is found to be invalid, unlawful, or unenforceable to any extent, the parties will endeavor in good faith to agree to amendments that will preserve, as far as possible, the intentions expressed in this Agreement. If the parties fail to agree on an amendment, the invalid term, condition, or provision will be severed from the remaining terms, conditions, and provisions of this Agreement, which will continue to be valid and enforceable to the fullest extent permitted by law, and the tribunal will preserve, as far as possible, the original intention of the parties with respect to the severed term, condition, or provision.

11.10 Remedies Cumulative. No single or partial exercise of any right or remedy will preclude any other or further exercise of any other right or remedy.  Rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided at law or in equity.

11.11 Confidentiality of Agreement. Affiliate will not disclose any terms of this Agreement to any third party without Naturawave’s prior written consent, except as required by applicable law.

11.12 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed to be an original and together will constitute one and the same agreement.

11.13 Language.  If this Agreement is executed in more than one language, then only the English version is binding on the parties.

11.14 Headings. Headings are used in this Agreement for reference only and will not be considered when interpreting this Agreement.

11.15 Integration.  These Terms and Conditions constitute the entire agreement of the parties with respect to the subject matter of this Agreement and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to that subject matter. No terms, provisions, or conditions of any purchase order, acknowledgement, or other business form that either party may use in connection with the transactions contemplated by this Agreement will have any effect on the rights, duties, or obligations of the parties under, or otherwise modify, this Agreement, regardless of any failure of a receiving party to object to these terms, provisions, or conditions.

Last updated: 01 January 2021

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