Membership Integration Program
General Program Terms & Conditions

Last Updated: [June] 2020

1. Acceptance of Terms and Conditions
1.1. These General Program Terms and Conditions regulate your participation in the Membership Integration Program and other related services (collectively, the “Program”) provided by [Ecart Services Malaysia Sdn Bhd, of Level 21 Menara Worldwide, Bukit Bintang Street, 50450 Kuala Lumpur, Malaysia] (hereinafter referred to as “Lazada”) and its partners (“Partner”) on Lazada’s websites and/or mobile applications (the “Lazada Platform”). By participating in this Program, you, as an eligible user (“You”, “User”), agree unconditionally and irrevocably to be bound by, and shall be deemed to accept, these terms and conditions (the “General Program Terms and Conditions” or “Program Terms”) in addition to the Terms of Use and the Terms of Sale. The Terms of Use and Terms of Sale are hereby incorporated by reference into these Terms and Conditions. For the avoidance of doubt, capitalised terms used and not defined herein have the same meaning as given to such terms in the Terms of Use.
1.2. The Program is offered solely for the purpose of your personal benefit. The use of the Program for business or commercial purposes is strictly prohibited.
1.3. In addition to these Program Terms, any rules, terms of participation or terms of use published by Lazada in respect of the Program (“Program Specific Terms”) shall also apply. In the case of any inconsistency or conflict between these Program Terms, the Program Specific Terms and/or the Terms of Use, the provisions of the Program Specific Terms shall prevail over the others, following by these Program Terms and thereafter the Terms of Use, to the extent of such conflict.

2. Eligible User and Registration
2.1. You confirm that you are a customer residing in [Malaysia] who has installed the Lazada mobile app and registered for a customer account on the Platform. Only natural persons are eligible for registration and participation in the Program. Businesses, Resellers, or non-natural or juridical persons are not eligible to participate in the Program, or obtain any benefits from the Program.
2.2. If you are below [18] years old: you must obtain consent from your parent(s) or legal guardian(s) prior to participation in the Program. Your parents acceptance of these Terms and Conditions and their agreement to take responsibility for your actions and your acceptance and compliance with these Terms and Conditions. If you do not have consent from your parent(s) or legal guardian(s), you must stop participating in the Program.

3. Program Conditions
3.1. By joining the Program, your Lazada account will be linked with a Partner loyalty or reward program member account (your “Partner Account”). Linking your Lazada Account to your Partner Account will allow your activities on the Platform to become eligible to enjoy benefits provided by Lazada’s Partners.
3.2. After linking your Lazada account to your Partner Account, your Lazada Account will automatically subscribe to the Partner’s official store on the Platform.
3.3. All benefits obtained through the Platform are subject to the terms and conditions of the published by the partner offering the benefits..
3.4. You are prohibited from accessing the Program through any computer programs other than the Lazada client program. This refers in particular to automated bots and other tools meant to replace or supplement the mobile application interface. In addition, scripts and completely or partially automated programs are prohibited, including without limitation, auto-refresh functions and other integrated browser mechanisms that use or concern automated procedures for access to or participation in the Program.
3.5. You are, under no circumstances, permitted to:
3.5.1. purchase products or services using the Program benefits for the purpose of resale, rental, or to ship to your customers or potential customers.
3.5.2. create or use cheats, mods and/or hacks, or any other third party software products that may change the result of the Program;
3.5.3. use software that allows the mining or scraping of data or otherwise intercepts or collects information in connection with the Program; or
3.5.4. sell, buy or trade your accounts,
and the foregoing shall include all circumvention, similar actions or actions that produce an effect that matches the aforementioned prohibitions.

4. User’s Obligations
4.1. You acknowledge and agree that:
4.1.1. You shall comply with all applicable laws and regulations to the fullest extent when participating in the Program.
4.1.2. You shall comply with all third-party terms (including, without limitation, any applicable terms of use, policies and guidelines) provided by sharing channels where such sharing channels are used to invite third parties to the Program, and you shall not, as part of your participation in the Program, breach any of these terms.
4.1.3. You shall be responsible for all information that is communicated, submitted, transmitted or otherwise made available during your participation in the Program whether to Lazada or third parties.
4.1.4. You shall not participate in the Program or permit anyone to participate in the Program in any manner which may adversely affect other customers' or your participation in the Program or the goodwill or reputation of Lazada.
4.2. Where Lazada deems that you have breached of any of these Program Terms, including fraudulently participating in the Program, Lazada reserves the right, at its sole and absolute discretion to:
4.2.1. prevent or restrict Your access, or the access of any User to the Program in the aggregate or any part or the whole of the Program or the Platform;
4.2.2. report any activity it suspects to be in violation of any applicable law, statute or regulation to the appropriate authorities and to co-operate with such authorities; and/or
4.2.3. revoke any benefits obtained during your participation in the Program.
4.3. FOR THE AVOIDANCE OF DOUBT CANCELLATION OF YOUR PROGRAM PARTICIPATION SHALL NOT RESULT IN AN AUTOMATIC TERMINATION OF ANY CONSEQUENT MEMBERSHIP WITH OUR PARTNER, UNLESS YOU NOTIFY THE APPLICABLE PARTNER OF YOUR INTENTION TO TERMINATE THAT MEMBERSHIP.

5. Limitation of liability
5.1. Lazada, to the fullest extent permitted by law, excludes all warranties, rights and remedies (including warranties implied by statute or otherwise) that a User would otherwise be entitled to under law.
5.2. Lazada offers the Program within the context of its technical and operational capabilities, which are subject to downtime and lack of availability. The Program may be interrupted or affected due to technical reasons or required maintenance work from time to time. Lazada shall not be liable, under any circumstance, for these instances in accordance with the conditions of this program Terms. This includes periods of time in which Lazada ’s general services or the servers of the particular Program offered do not allow online access due to reasons beyond Lazada ’s control such as any events of force majeure or as a result of third-party actions or omissions.
5.3. Lazada continuously updates, changes and develops its Program and other services at its own discretion. Other provisions or general terms and conditions of a User that deviates in any way from these Program Terms herein, shall only apply if Lazada gives prior written consent to their validity.
5.4. Lazada does not make any warranty or representation or undertaking on the performance and capability of Platform, the Program and/or any software or hardware used with the Program, any application accessed by a User using the Lazada mobile app and/or the Program, or the reliability or quality of the underlying telecommunications network accessed by such User using the Program.
5.5. The User acknowledges that the availability of the Program shall be subject to:
5.5.1. the availability and functionality of resources including, without limitation, the availability and functionality of the Platform; and
5.5.2. the capability of Lazada ’s systems at the time and location when the Program are due to be operated or run for Users.
5.6. User accepts that Lazada shall not be responsible to him or her for any loss, damage, fine, regulatory action, claim or compensation of whatever nature arising from or related to the Program (collectively, the “Liabilities”) including but not limited to (i) such User’s breach of these Program Terms, (ii) any alleged unauthorized transactions, disruptions, errors, defects or unavailability of the Program, or (iii) any loss of data or damage to any of his or her mobile equipment, to the fullest extent permitted by law.
5.7. In the event that any Liabilities are not excluded under this Terms and Conditions, Lazada ’s maximum aggregate liability to any User in respect of such Liabilities, whether under all applicable laws of contract, tort or otherwise, shall be USD 50 (or the equivalent value of such amount in [Ringgit Malaysia] as converted according to the Bloomberg foreign exchange rate)to the fullest extent permitted by law.
5.8. You acknowledge and agree that some parts of this Program may be operated by Partner and/or third parties. Lazada shall not be responsible for and/or liable to you for any part of the Program which is not operated by Lazada, to the fullest extent permitted by law. You hereby release and forever discharge Lazada, and its officers, board, and employees, jointly and severally from any and all actions, causes of actions, claims and demands for, upon or by reason of any damage, loss or injury, which hereafter may be sustained by participating in that part of the Program.
5.9. IN ADDITION TO OTHER LIMITATIONS AND EXCLUSIONS IN THESE TERMS AND CONDITIONS, IN NO EVENT WILL LAZADA OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, ARISING OUT OF OR RELATED TO THE PROGRAM. THERE IS NO LIABILITY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. THESE EXCLUSIONS AND LIMITATIONS OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND WILL SURVIVE CANCELLATION OR TERMINATION OF YOUR PARTICIPATION IN THIS PROGRAM. CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

6. Content Restrictions
6.1. Lazada’s Program include various content, imagery, media and graphics that are protected by trademarks, copyrights or other means for the benefit of Lazada or third parties. Unless explicitly permitted within these Program Terms, or otherwise agreed in writing by Lazada, no User or any third party may edit, copy, distribute, publicly reproduce, use for advertising purposes, or use beyond the contractually agreed purposes of any of Lazada’s Program, or the content or any portion thereof. Copyright information and brand names may not be changed, hidden or removed. The term “content” includes all and any data, images, text, graphics, music, sounds, sound sequences, videos, software programs and codes, and other information provided or developed by Lazada and any such services available for download.
6.2. Users are obliged to abstain from any measure which may compromise or interrupt the proper functioning of the Platform, any individual services and/or offers there, or its Program. Users are also required to abstain from any measure which may allow unauthorized access to data. Any use of Lazada’s Program for commercial purposes, especially advertising purposes, requires the express and prior written consent of Lazada.

7. Miscellaneous
7.1. Lazada’s decision on all matters relating to or in connection with the Program shall be final and binding on all Users.
7.2. Any Clause in these Program Terms, the Terms of Use, the Privacy Policy as well as such other terms and conditions as may be agreed or accepted by a User, that are invalid, unenforceable or illegal shall be enforced as far as possible in accordance with its terms, but shall otherwise be deemed severed and shall not affect the enforceability of any other Clauses, terms and/or conditions which Clauses, terms and/or conditions shall continue to be valid and enforceable to the fullest extent permitted by law.
7.3. Lazada reserves the sole right to alter, modify, add to or otherwise vary these Program Terms at any time and from time to time, and in such manner as Lazada deems appropriate at its absolute discretion. In the event of variation of these Program Terms, if you continue to participate in or use the Program thereafter, you shall be bound by the Program Terms as so amended and shall be deemed to have accepted the Program Terms as so amended.
7.4. Lazada shall not be liable for any non-performance, error, interruption or delay in the performance of its obligations under these Program Terms (or any part thereof) or in connection with the Program or for any inaccuracy, unreliability or unsuitability of the Program if this is due, in whole or in part, directly or indirectly to an event or failure which is beyond Lazada’s reasonable control.
7.5. The laws of [Malaysia] shall apply and govern these Program Terms. Any dispute arising out of or relating to this Program Terms, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration in accordance with the Rules for Arbitration of the Asian International Arbitration Centre ("AIAC"). The arbitral tribunal shall consist of a sole arbitrator, to be appointed by the Chairman of the [AIAC]. The place of arbitration shall be [Malaysia]. Any award by the arbitration tribunal shall be final and binding upon the parties. The arbitration proceedings shall be conducted in English.