Terms and Conditions

These Terms of Use describe the terms and conditions applicable to your access and use of the website at www.kumoten.com a “Site”. This document is a legally binding agreement between you as the user(s) of the Site (referred to as “you”, “your”, "Dropshipper", Dropshipper or “User” hereinafter) and the Kumoten.com entity (referred to as “we”, “our” or “Kumoten” hereinafter).

Kumoten is a registered trademark wholly owned by OGN Online Sdn Bhd.

Under this agreement, the payment processing services for goods and/or services purchased on this website are provided by ipay88 Sdn Bhd on behalf of OGN Online Sdn Bhd, depending on the type of payment method used for the purchase of the goods and/or services.

Application and Acceptance of the Terms

1. Your use of the Site and Kumoten.com’s services, software and products (collectively the as the “Services” hereinafter) is subject to the terms and conditions contained in this document and any other rules and policies of the Site that Kumoten may publish from time to time. This document and such other rules and policies of the Site are collectively referred to below as the “Terms”. By accessing the Site or using the Services, you agree to accept and be bound by the Terms. Please do not use the Services or the Site if you do not accept all of the Terms.
2. You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with Kumoten.
3. You acknowledge and agree that Kumoten may amend any Terms at any time by posting the relevant amended and restated Terms on the Site. By continuing to use the Services or the Site, you agree that the amended Terms will apply to you.
4. If Kumoten has posted or provided a translation of the English language version of the Terms, you agree that the translation is provided for convenience only and that the English language version will govern your uses of the Services or the Site.
5. You may be required to enter into a separate agreement, whether online or offline, with Kumoten for any Service (“Additional Agreements”). If there is any conflict or inconsistency between the Terms and an Additional Agreement, the Additional Agreement shall take precedence over the Terms only in relation to that Service concerned.
6. The Terms may not otherwise be modified except in writing by an authorised officer of Kumoten.

Usage of Kumoten and Dropshipper User Account 

A. Performing a transaction.

1. All product delivery to Dropshipper’s buyers will be arranged upon deduction of the product cost and shipping fees from the Dropshipper's account. Dropshipper must ensure there is sufficient credit balance in the Dropshipper account to perform the transaction. 
2. Dropshipper agrees that Dropshipper account credit top up can ONLY be performed through online banking or credit card payment through payment gateway in the Site. Kumoten do not have other mode of payment facilities such as cash payment, payment upon delivery.
3. Dropshipper must ensure delivery addresses are correct before submitting the order. Any cost incurred on wrong delivery due wrong address shall be borne by the Dropshipper.
4. Dropshipper agree to indemnify Kumoten from any losses incurred as a result of non-delivery, lost-in-transit, as a result of the assigned delivery provider's negligence or error.
5. All product description and manufacturer or supplier warranty information is correct at the time of publishing. OGN Online Sdn Bhd reserves the right to amend from time to time. Any amendments shall be OGN Online Sdn Bhd and the respective supplier or manufacturer’s sole discretion.
6. Dropshipper shall not over-claim, over promise, or misrepresent the product quality, performance, warranty, material type, delivery time etc. 

         B. Credit Balance Withdrawal

1. Dropshipper may request for credit balance withdrawal.  A RM20 or 10% of the credit balance (whichever higher) processing fee is chargeable and shall be deducted from the credit balance before remittance.
2. By requesting for credit balance withdrawal, dropshipper agree to terminate the account with Kumoten and agree to allow Kumoten to reset all items synced from Kumoten to marketplaces to zero and subsequently remove or delete all these from Dropshipper's store in marketplace.
3. Upon termination by either party, the credit balance shall be refunded to the Dropshipper within 14 working days, after Dropshipper submits the credit withdrawal form. A RM20 or 10% of the credit balance (whichever higher) processing fee is chargeable and shall be deducted from the credit balance before remittance.
4. Dropshippers are required to be active with sales. Dropshippers who are not active with sales for 12 month consecutively may have the account suspended. There will be a administrative charge of RM20 which will be deducted from the account credit balance (if any). The same administrative charge of RM20 shall be imposed on the same account by means of deduction from dropshipper's credit account balance on monthly basis until Dropshipper reactivates the account by placing an order or until the account balance is depleted.
   

C. Product Delivery

1. Product orders from Dropshipper submitted before 12pm shall be packed and ready for delivery on the same day. In such cases, and  if the destination is located in Malaysian major cities, the parcel is estimated to arrive within 48 hours unless stated otherwise in the product description page. However, there may be unforeseen circumstances which may delay the product delivery. 
2. Product shipped from our international warehouse will be processed and shipped out of the international warehouse within 24-48 hours. In normal situation, parcel will arrive Malaysia, Singapore, Thailand, Vietnam, USA, UK within 7-9 working days. Shipping time table, Shipping method are listed on the SHIPPING information tab on every product page. However, shipping may be delayed due to unforeseen circumstances and may take longer than 9 working days to reach buyers. Tracking code and tracking website will be issued within 24-48 hours from time of order.  

D. Dropshipper’s Responsibility

1. Each Dropshipper represents, warrants and agrees that they have full power and authority to accept the Terms in this agreement.
2. Dropshipper must ensure there is sufficient credit balance in dropshipper's account in Kumoten whenever there is order from customers to allow Kumoten to deduct the product dropship price and shipping cost prior to order fulfilment.
3. Dropshipper will be required to provide information or material about your entity as part of the registration process on the Site for a Dropshipper account. Each Dropshipper represents, warrants and agrees that (a) such information and material whether submitted during the registration process or thereafter throughout the continuation of the use of the Site or Service is true, accurate, current and complete, and (b) you will maintain and promptly amend all information and material to keep it true, accurate, current and complete.
4. Upon becoming a Dropshipper, you consent to authorise Kumoten to store and use your information.
5. Dropshipper shall exclusively procure products from Kumoten especially products of which its product data, images, descriptions are sourced from Kumoten site and/or through Kumoten's services on the website.
6. Each Dropshipper further represents, warrants and agrees that the User Content that you submit on any other websites, social media or e-commerce marketplace, post or display shall:
• be true, accurate, complete and lawful;
• not be false, misleading or deceptive;
• not contain information that is defamatory, libellous, threatening or harassing, obscene, objectionable, offensive, sexually explicit or harmful to minors;
• not contain information that is discriminatory or promotes discrimination based on race, gender, religion, nationality, disability, sexual orientation or age;
• not contain any link directly or indirectly to any other web Site which includes any content that may violate the Terms.
7. Each Dropshipper further represents, warrants and agrees that you shall:
• carry on your activities on the Site in compliance with any applicable laws and regulations;
• carry on your activities in accordance with the Terms and any applicable Additional Agreements;
• not use the Services or Site to defraud any person or entity;
• not impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity;
• not engage in spamming or phishing;
• not engage in any other unlawful activities (including without limitation those which would constitute a criminal offence, give rise to civil liability, etc) or encourage or abet any unlawful activities;
• not involve attempts to copy, reproduce, exploit or expropriate Kumoten’s various proprietary directories, databases and listings;
• not involve any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information;
• not involve any scheme to undermine the integrity of the data, systems or networks used by Kumoten and/or any user of the Site or gain unauthorized access to such data, systems or networks;
• not engage in any activities that would otherwise create any liability for Kumoten or our affiliates.
8. Dropshipper agrees to provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for Kumoten’s provision of the Services, evaluating whether Dropshipper has breached the Terms and/or handling any complaint against the Dropshipper. If Dropshipper’s failure to do so results in delay in, or suspension or termination of, the provision of any Service, Kumoten shall not be obliged to extend the relevant service period nor shall be liable for any loss or damages arising from such delay, suspension or termination.
9. Dropshipper acknowledges and agrees that Kumoten shall not be required to actively monitor nor exercise any editorial control whatsoever over the content of any message or material or information created, obtained or accessible through the Services or Site. Kumoten does not endorse, verify or otherwise certify the contents of any comments or other material or information made by any Dropshipper. Each Dropshipper is solely responsible for the contents of their communications and may be held legally liable or accountable for the content of their comments or other material or information.
10. Dropshipper shall be responsible to ensure there are sufficient credit balance in dropshipper's account in Kumoten and ensure that all orders received from e-marketplaces are paid through the credit system so that Kumoten will be able to deliver the items to buyers on time.
11. Dropshipper shall not leave orders in Pending Cart unattended more than 24 hours or delete without valid reasons. This will cause the buyers not receiving the items they paid for.
12. Dropshipper who failed any of these responsibilities are considered breach of the Terms. 

E. Breaches by Dropshipper

1. If any Dropshipper breaches any Terms or if Kumoten has reasonable grounds to believe that any Dropshipper is in breach of any the Terms, Kumoten shall have the right to suspend or terminate the Dropshipper’s account or subscription of any Service without any liability to the Dropshipper.
2. Kumoten shall also have the right to restrict, refuse or ban any and all current or future use of any other Service that may be provided by Kumoten.
3. Kumoten shall have the right to overwrite and/or remove the product data from the dropshipper's online store in e-marketplace. 
4. Without limiting the generality of the provisions of the Terms, a Dropshipper would be considered as being in breach of the Terms in any of the following circumstances:
• Kumoten has reasonable grounds to suspect that such Dropshipper has used a stolen credit card or other false or misleading information in any transaction with a counter party,
• Kumoten believes that the Dropshipper’s actions may cause financial loss or legal liability to Kumoten or our affiliates, the item buyer from e-marketplaces or any other Users.
5. Kumoten reserves the right to cooperate fully with governmental authorities, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Further, Kumoten may disclose the Dropshipper's identity and contact information, if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action. Kumoten shall not be liable for damages or results arising from such disclosure, and Dropshipper agrees not to bring any action or claim against Kumoten for such disclosure.
6. If a Dropshipper is in breach of the Terms, Kumoten also reserves the right to publish the records of such breach on the Site. If such breach involves or is reasonably suspected of involving dishonest or fraudulent activities, Kumoten also reserves the right to disclose the records of such breach to the authorities. Such Kumoten affiliates may impose limitation on, suspend or terminate the Dropshipper’s use of all or part of the services provided by such affiliates to the Dropshipper, take other remedial actions, and publish the records about the Dropshipper’s breach of the Terms on the website operated by or controlled by such Kumoten affiliates.
7. Kumoten may, at any time and in our reasonable discretion, impose limitations on, suspend or terminate the Dropshipper’s use of any Service or the Site without being liable to the Dropshipper if Kumoten has received notice that the Dropshipper is in breach of any agreement or undertaking with any affiliate of Kumoten and such breach involves or is reasonably suspected of involving dishonest or fraudulent activities. Kumoten shall have the right to publish the records of such breach on the Site. Kumoten shall not be required to investigate such breach or request confirmation from the Dropshipper.
8. Each Dropshipper agrees to indemnify Kumoten, our affiliates, directors, employees, agents and representatives and to hold them harmless, from any and all damages, losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from your breach of the Terms.
9. Each Dropshipper further agrees that Kumoten is not responsible, and shall have no liability to you or anyone else for any material transmitted over the Site, including fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit material and that the risk of damage from such material rests entirely with each Dropshipper. Kumoten reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Dropshipper, in which event the Dropshipper shall cooperate with Kumoten in asserting any available defenses.

F. Limitation of Liability

1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES PROVIDED BY KUMOTEN ON OR THROUGH THE SITES ARE PROVIDED "AS IS", "AS AVAILABLE" AND “WITH ALL FAULTS”, AND KUMOTEN  HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, AND UNDERTAKINGS ARE HEREBY EXCLUDED.
2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, KUMOTEN MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH THE SITES; KUMOTEN DOES NOT REPRESENT OR WARRANT THAT THE MANUFACTURE, IMPORTATION, EXPORT, DISTRIBUTION, OFFER, DISPLAY, PURCHASE, SALE AND/OR USE OF PRODUCTS OR SERVICES OFFERED OR DISPLAYED ON THE SITES DOES NOT VIOLATE ANY THIRD PARTY RIGHTS; AND KUMOTEN MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING ANY PRODUCT OR SERVICE OFFERED OR DISPLAYED ON THE SITES.?
3. Any material downloaded or otherwise obtained through the Site is done at each User's sole discretion and risk and each User is solely responsible for any damage to Kumoten’s computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by any User from Kumoten or through or from the Site shall create any warranty not expressly stated herein.
4. Each User hereby further agrees to indemnify and save Kumoten, our affiliates, directors, officers and employees harmless, from any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, as a result of any claims asserted by Third Party Rights claimants or other third parties relating to products offered or displayed on the Site. Each User hereby further agrees that Kumoten is not responsible and shall have no liability to you, for any material posted by others; including defamatory, offensive or illicit material and that the risk of damages from such material rests entirely with each User. Kumoten reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with Kumoten in asserting any available defenses.
5. Kumoten shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, equity or otherwise or any other damages resulting from any of the following.
• the use or the inability to use the Site or Services;
• any defect in goods, samples, data, information or services purchased or obtained from a User or any other third party through the Site;
• unauthorised access by third parties to data or private information of any User;
• statements or conduct of any User of the Site; or;
• any matters relating to Services however arising, including negligence.
6. The limitations and exclusions of liability to you under the Terms shall apply to the maximum extent permitted by law and shall apply whether or not Kumoten has been advised of or should have been aware of the possibility of any such losses arising.?

G. Force Majeure

1. Under no circumstances shall Kumoten be held liable for any delay or failure or disruption of the content or services delivered through the Site resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.

H. Intellectual Property Rights

1. Kumoten is the sole owner or lawful licensee of all the rights and interests in the Site and the Site Content. The Site and Site Content embody trade secrets and other intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Site and Site Content shall remain with Kumoten, our affiliates or licensors of the Site Content, as the case may be. All rights not otherwise claimed under the Terms or by Kumoten are hereby reserved.
2. "Kumoten" and related icons and logos are registered trademarks or trademarks or service marks of Kumoten,
3. Kumoten may have independent third parties involved in the provision of the Services (e.g., the authentication and verification service providers). You may not use any trademark, service mark or logo of such independent third parties without prior written approval from such parties.?

I. Notices

1. All legal notices or demands to or upon Kumoten shall be made in writing and sent to Kumoten personally, by courier, certified mail, or facsimile to the following address: 58-2, Jalan Puteri 2/4,Bandar Puteri, Puchong, 47100, Selangor,  Malaysia. Attn: Legal Department. The notices shall be effective when they are received by Kumoten in any of the above-mentioned manner.
2. All legal notices or demands to or upon a User shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by the User to Kumoten, or by posting such notice or demand on an area of the Site that is publicly accessible without a charge. Notice to a User shall be deemed to be received by such User if and when.
• Kumoten is able to demonstrate that communication, whether in physical or electronic form, has been sent to such User, or
• Immediately upon Kumoten posting such notice on an area of the Site that is publicly accessible without charge.?
3. You agree that all agreements, notices, demands, disclosures and other communications that Kumoten sends to you electronically satisfy the legal requirement that such communication should be in writing.

J. General Provisions

1. Subject to any Additional Agreements, the Terms constitute the entire agreement between you and Kumoten with respect to and govern your use of the Site and Services, superseding any prior written or oral agreements in relation to the same subject matter herein.
2. Kumoten and you are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the Terms.
3. If any provision of the Terms is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and be enforced.
4. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
5. Kumoten’s failure to enforce any right or failure to act with respect to any breach by you under the Terms will not constitute a waiver of that right nor a waiver of Kumoten’s right to act with respect to subsequent or similar breaches.
6. Kumoten shall have the right to assign the Terms (including all of our rights, titles, benefits, interests, and obligations and duties in the Terms to any person or entity (including any affiliates of Kumoten). You may not assign, in whole or part, the Terms to any person or entity.
7. The Terms shall be governed by the laws of Malaysia without regard to its conflict of law provisions. The parties to the Terms hereby submit to the exclusive jurisdiction of the courts of Malaysia.