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1. Introduction

1.1. Welcome to MyStock Service (“MyStock Service”). MyStock Service is a web-based inventory management special service used for controlling the inflow and outflow of Sellers’ goods on multiple sales channels and to complete orders (“MyStock”). MyStock Service is an additional service provided by Shopee Mobile Malaysia Sdn. Bhd. together with its affiliates and subsidiaries (“Shopee”) for Sellers who lists their goods for sale on or through the Shopee platform (“Site”) (hereinafter may be referred to as “Seller” or “You”). These MyStock Terms of Service are prepared to cover activities provided by Shopee to any Malaysian-based Sellers in respect of MyStock Service, including, but not limited to collection, reconciliation and consummation of any and all transactions between a Malaysian-based Seller and a buyer under MyStock Service. If you are a Seller receiving MyStock Service, your continued participation in MyStock shall be deemed to constitute your acceptance of the terms and conditions of MyStock Terms of Service and any other relevant Shopee policy of the Site (“Shopee Policies”), of which this MyStock Terms of Service form a part. This MyStock Terms of Service supplement Shopee’s Terms of Service and the other relevant Shopee Policies. Please read the Terms of Service and the other Shopee Policies available on the Site, as they contain important information with respect to your rights and obligations. Any terms used but not defined herein shall have the respective meanings given to them in the Terms of Service and/or the other Shopee Policies, as the case may be. You agree that the terms and conditions of this MyStock Terms of Service may be amended by Shopee at any time.

1.2. Shopee may modify, suspend or otherwise discontinue all or any portion of MyStock at any time or upon notice as required by local laws or regulations. Shopee may release certain services on MyStock or features in a beta version, which may not work correctly or in the same way the final version may work, and Shopee shall not be held liable in such instances. Shopee may also impose limits on certain features or restrict your access to parts of, or the entire MyStock Service in its sole discretion and without notice or liability.

1.3. If you do not wish to continue receiving MyStock Service, you may contact Shopee team at mystock.my@shopee.com.

1.4. In the event of any inconsistency between any provisions of the Shopee Policies and MyStock Terms of Service, the provisions of MyStock Terms of Service shall prevail.

IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE OUR SERVICES OR ACCESS THE APPLICATION.

2. Privacy

2.1. Your privacy is very important to us at Shopee. To better protect your rights we have provided the Shopee.com Privacy Policy (“Privacy Policy”) at https://help.shopee.com.my/portal/article/77216-Shopee-Privacy-Policy?previousPage=secondary%20category to explain our privacy practices in detail. Please review the Privacy Policy to understand how Shopee collects and uses the information associated with your use of the MyStock Services (the “Seller Information”). By using or providing information on the MyStock Services, you:

(a) consent to Shopee's collection, use, disclosure and/or processing of your content, personal data and Seller Information as described in the Privacy Policy;

(b) agree and acknowledge that the proprietary rights of your Seller Information are jointly owned by you and Shopee; and

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

2.2. Sellers in possession of another Seller’s personal data through the use of the MyStock 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 Seller 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. Accounts, Password, and Security

3.1. You agree that for any reason, in its sole discretion, Shopee is authorized to, without prior notice to you or other third party, take any necessary actions for any alleged violations or breach of these MyStock Terms of Service and/or any prevailing laws, i.e. to block any accounts.

3.2. Sellers are prohibited from creating and/or using any tools, devices and/or features aimed at manipulating Shopee’s systems, including but not limited to:

3.2.1. Data manipulation;

3.2.2. Scraping/crawling;

3.2.3. Transaction automation;

3.2.4. Any other activity which could reasonably be called a form of system manipulation.

3.3. Seller undertakes to log out of his/her account at the end of each session and to notify Shopee of any unauthorized use of his/her password or Seller account.

3.4. Seller shall be solely responsible for keeping his/her account and password confidential, and for all activities that occur under his/her account.

3.5. Seller hereby represents that Shopee shall not be held liable for any losses or disruption arising from any misuse of Seller account as a result of Seller’s gross negligence, including, but not limited to:

3.5.1. Sharing or granting access to any persons to log in to his/her account,

3.5.2. Accessing any link provided by any parties,

3.5.3. Sharing or disclosing an OTP verification code, password or email to any persons,

3.5.4. Other negligence committed by the Seller which may later result in losses or disruption on Seller’s account.

4. MyStock Service

4.1. MyStock is a web-based inventory management system used for controlling the inflow and outflow of goods on multiple channels and to complete orders from Shopee stores. For the avoidance of doubt, MyStock is not a warehousing or logistics management service.

4.2. MyStock Service enables Sellers to control the inflow and outflow of their goods listed on the Site. Therefore, MyStock Service system is unable to be used to access or to link Seller’s store on any other e-commerce channels apart from the Site.

4.3. For Sellers receiving MyStock Service, Shopee will connect their stores to MyStock website using the application programming interface connection to automatically synchronize their stocks and sales history.

4.4. By using MyStock Service, Sellers are entitled to receive the following services, inter alia:

4.4.1. Inventory recording on MyStock website;

4.4.2. Low stock alerts;

4.4.3. Stock consolidations for products available for sale in several different stores;

4.4.4. Barcoding any products sold by Sellers;

4.4.5. To download store information;

4.4.6. Feature of location where the goods are stored; and

4.4.7. Bulk delivery arrangement for products sold by stores on the Site.

4.5. If a Seller wishes to receive MyStock Service, they may contact Shopee team for guidance on how to set up the account until it is ready for use by the Seller.

5. Obligations, Representations and Warranties

5.1. Nothing contained herein shall relieve Sellers from any obligations, liabilities, representations and warranties to any buyers pursuant to the Terms of Service, Shopee Policies, or by operation of law with respect to any product.

5.2. MyStock Service and all Sellers’ data managed through MyStock feature shall be subject to the confidentiality policy pursuant to the Privacy Policy. For the avoidance of doubt, any fees applicable to Malaysian-based Sellers as set out in the Terms of Service and Shopee Policy shall remain in effect.

5.3. Seller agrees to indemnify, defend and hold Shopee and its shareholders, subsidiaries, affiliates, directors, officers, agents, co-branders or other partners, and employees (collectively, the “Indemnified Parties”) harmless from and against any and all claims, actions (including, but not limited to civil and criminal actions), legal proceedings and suits, and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, but not limited to other dispute resolution expenses) incurred by any Indemnified Parties, arising out of or relating to: (a) breach of any provisions of these MyStock Terms of Service or any policies or guidelines referenced herein, (b) your use or misuse of the Service, (c) your breach of any law or any rights of any third parties, (d) any Content uploaded by you.

6. DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY

6.1. Shopee is a web portal company providing a platform to render services to its Seller, Shopee always strives to keep MyStock Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of, or access to MyStock Services to always be in perfect condition. Any information and data in MyStock Services may not occur in real time. Seller agrees that he/she is making use of MyStock Services at his/her own risk, and that it is provided to him/her on an "AS IS" and "AS AVAILABLE" basis. Accordingly, to the extent permitted by the prevailing laws, Shopee (including its parent company, directors and employees) is not liable, and Seller agrees not to hold Shopee responsible for any damages or losses (including, but not limited to loss of money, reputation, profits or other intangible losses) resulting directly or indirectly from:

• Seller’s use of, or Seller’s inability to use MyStock Services.

• Delays or disruptions on MyStock Services.

• Negligence and losses incurred by the Seller.

• Violations of Intellectual Property Rights.

• Defamation of any other party.

• Viruses or other malicious software (bots, scripts, automation tools, hacking tools) obtained by accessing or linking to MyStock Services.

• Glitches, bugs, errors or inaccuracies of any kind on MyStock Services.

• Damage to Seller’s hardware device from the use of MyStock Services.

• Enforcement actions taken with respect to Seller’s account.

• Hacking of Seller’s account by third parties.

7. DISPUTES

7.1. In the event a problem arises Seller agrees to communicate with Shopee first to attempt to resolve such dispute by mutual discussions, which Shopee shall use reasonable commercial efforts to facilitate. If the matter cannot be resolved by mutual discussions, the parties agree to resolve the dispute in accordance with Clause 14.1 below.

8. RENEWAL

8.1. These MyStock Terms of Service may be amended and/or renewed without prior notice, therefore, Shopee advices Seller to carefully read and review MyStock Terms of Service page from time to time to be aware of any such changes. Seller who continue to access and use MyStock Services are deemed to agree to any changes to these MyStock Terms of Service.

9. DISCLAIMERS

9.1. MYSTOCK SERVICES ARE PROVIDED "AS IS" AND WITHOUT ANY WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY SHOPEE 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, SHOPEE DOES NOT WARRANT THAT MYSTOCK 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.

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

9.3. SHOPEE HAS NO CONTROL OVER AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DOES NOT GUARANTEE OR ACCEPT ANY RESPONSIBILITY FOR THE FITNESS FOR PURPOSE, EXISTENCE, QUALITY, SAFETY OR LEGALITY OF ITEMS AVAILABLE VIA THE MYSTOCK SERVICES; AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SELLER, RELEASE SHOPEE AND ITS AFFILIATES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY SUCH DISPUTE.

10. EXCLUSIONS AND LIMITATIONS OF LIABILITY

10.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SHOPEE 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:

10.1.1. (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

10.1.2. ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE MYSTOCK SERVICES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING THEREFROM, EVEN IF SHOPEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2. 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 MYSTOCK SERVICES.

10.3. IF, NOTWITHSTANDING THE PREVIOUS SECTIONS, SHOPEE 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 SHOPEE GUARANTEE; AND RM1,000 (Ringgit Malaysia One Thousand).

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

11. YOUR REPRESENTATIONS AND WARRANTIES

11.1.  You represent and warrant that:

11.1.1. You possess the legal capacity, right and ability to enter into these MyStock Terms of Service and to comply with its terms; and

11.1.2. You will use the MyStock Services for lawful purposes only and in accordance with these MyStock Terms of Service and all applicable laws, rules, codes, directives, guidelines, policies and regulations.

12. INDEMNITY

12.1. You agree to indemnify, defend and hold harmless Shopee, 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, legal actions (including but not limited to civil and criminal legal 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 MyStock Services, or any dispute in relation to such transaction (b) the hosting, operation, management and/or administration of the MyStock Services by or on behalf of Shopee, (d) your violation or breach of any term of these MyStock Terms of Service or any policy or guidelines referenced herein, (e) your use or misuse of the MyStock Services, or (f) your breach of any law or any rights of a third party.

12.2. Seller indemnifies and holds Shopee (including its parent company, directors and employees) harmless from any claims or demands, including reasonable legal fees, made by any third party due to or arising out of Seller’s breach of these MyStock Terms of Service, improper use of the MyStock Services and/or Seller’s breach of any laws or the rights of any third party.

13. SEVERABILITY

13.1. If any provision of these MyStock 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 MyStock Terms of Service 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.

14. GOVERNING LAW & JURISDICTION

14.1. These MyStock Terms of Service shall be governed by and construed in accordance with the laws of Malaysia 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 law, 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 Shopee or any Indemnified Party under these Terms of Service shall be referred to and finally resolved by arbitration in Malaysia in accordance with the Arbitration Rules of the Asian International Arbitration Centre (“AIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. There will be one (1) arbitrator and the language of the arbitration shall be English. Both Parties agree that Part III of the Arbitration Act 2005 shall not apply to this Agreement or the arbitration proceedings arising out of this Agreement.

15. GENERAL TERMS

15.1. Shopee reserves all rights not expressly granted herein.

15.2. Shopee may modify these MyStock Terms of Service at any time by posting the revised MyStock 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 MyStock Terms of Service.

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

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

15.5. The failure of Shopee 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.

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

15.7. 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 MyStock 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 MyStock 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 MyStock 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.

15.8. You agree to comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and corruption including without limitation the Malaysian Anti-Corruption Commission Act 2009, UK Bribery Act 2010, the US Foreign Corrupt Practices Act 1977 and the Singapore Prevention of Corruption Act 1960 and confirm that you have and shall have in place all policies and procedures needed to ensure compliance with such requirements.

15.9. If you have any questions or concerns about this MyStock Terms of Service or any issues raised in this MyStock Services, please contact us though this form:https://seller.shopee.com.my/toolsets/survey?independent_id=41b9f8bae5e65c86946c29d0c994b4e8

LEGAL NOTICES: Please send all legal notices to legal.my@shopee.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” 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: 20 June 2022