BUSINESS TERMS AND CONDITIONS

Last modified 20 Jul 2023 By accessing and using YouApp, you agree to be bound by the Terms of Service and these Terms and Conditions, which include the Merchant Terms and Conditions, all of which will be elaborated in detail below. Services: Services can also be called “Experiences” on YouApp. Services are created by users who are providing a service on YouApp either for free or for payment. Merchant Terms and Conditions: These terms and conditions govern your use of YouApp as a merchant, and your obligations and responsibilities when offering products or services for sale on YouApp. Please read the following terms and conditions carefully before using YouApp. If you have any questions or concerns, please contact us. If you keep using YouApp, you accept and agree to be bound by the terms and conditions herein; if you disagree with the terms and conditions herein, you must stop using the Services and delete your Account(s).  

MERCHANT TERMS AND CONDITIONS

1. ACCEPTANCE OF TERMS AND CONDITIONS

By accessing the YouApp mobile application/website (“Platforms”) and/or registering a User account with YouApp, you indicate that you (“User” or “you”) have thoroughly read, understood and consented to the Terms and Conditions between YouApp and Users and agree to be bound by them. These Term and Conditions between YouApp and Users are a binding legal agreement between you and YouApp that govern your use of YouApp’s websites, applications, and other offerings from YouApp. Please read the following terms and conditions carefully before using YouApp. If you have any questions or concerns, please contact us. If you keep using YouApp, you accept and agree to be bound by the terms and conditions herein; if you disagree with the terms and conditions herein, you must stop using the Services and delete your Account(s).

2. INTERPRETATION
  1. These terms and conditions (the “Terms”) govern your participation as a Merchant on our application known as ‘YouApp’ (the “YouApp”) and form a legally binding agreement between you (“you”) and Macaroon Pte. Ltd, (hereinafter “YouApp”, “us” or “our”). In this Merchant Terms and Conditions, the following words will have the meanings assigned to them in this clause, except where inconsistent with the context: “Application” means the mobile application operated by YouApp or its affiliate (as amended from time to time) for the provision of Services; “Merchant Account” means Merchant’s registered electronic money account(s) held with YouApp or bank account designated by Merchant (as the case may be); “Merchant’s Product/Service” means any product or service offered by Merchant to its customers and which is ordered, purchased or otherwise provided to a customer pursuant to a Transaction; “Services” means electronic payment solutions via the internet and all other products and services offered by YouApp through any other means; and “Transaction” means any transaction between Merchant and its customer using the Services for the purchase of goods and/or services from Merchant.</p
  2. Headings are for convenience only and shall not affect the construction or interpretation of these Terms and Conditions.
  3. The Terms are supplemental to the Terms of Service of the YouApp and the Community Guidelines, as amended from time to time (jointly the “YouApp General Terms”). In the case of any inconsistency between the Terms and YouApp Terms, insofar as they relate to the Merchant , these Terms will prevail. Any personal data processed in connection with the Merchant will be processed in accordance with our Privacy Policy.
3. BECOMING A MERCHANT
  1. YouApp operates solely as a payment intermediary and: (i) under no circumstances acts as a seller, purchaser, dealer, middleman, retailer, auctioneer, supplier, distributor, manufacturer, broker, agent or Merchant of Merchant’s Product/Service; and (ii) makes no representations or warranties and does not ensure the quality, safety and/or legality of any Merchant’s Product/Service. YouApp does not guarantee the identity of any customers or ensure that a customer will complete a Transaction;

  2. Any dispute arising out of any Merchant’s Product/Service is between the sender and receiver of the funds and/or the supplier and receiver of the goods or services. Any Transaction in relation to the Merchant’s Product/Service shall only obligate the Merchant. YouApp shall not be a party to any dispute including but not limited to disputes over performance and liability issues relating to the delivery, quality, quantity or use of the Merchant’s Product/Service. YouApp may, on a case by case basis and at the customer’s own costs expenses, facilitate the customer to request from the Merchant any refund paid for the goods and/or services by the customer. The Merchant is responsible for knowing whether a Transaction is erroneous or suspicious, you agree to conduct all necessary acts to ensure the Transaction is genuine.

  3. YouApp Services, including its payment gateway service, only facilitate the execution of payments from a customer to Merchant.  Any payment monies collected from customers and received by YouApp shall be settled and transferred into the Merchant Account within a fixed time frame on a daily, weekly, biweekly or monthly basis, as determined by YouApp after deduction of any fees due to YouApp including any applicable taxes and/or duties. Merchant agrees to be responsible for all the costs, expenses, fees and/or bank charges applicable to the settlement and transfer. Please refer to the FAQ for detailed information on the payment timeline.
  4. Merchant is aware that the receipt of a payment into the Merchant Account does not amount to the receipt of cleared funds. Merchant remains liable to YouApp for the full amount of the payment and any fees deducted therefrom if the payment is later reversed for any reason (“Reversal Amount”). In the event of a payment reversal, YouApp is entitled to debit the Merchant Account with the Reversal Amount and any applicable third party chargeback or reversal fee. If YouApp is unable to fully recover the Reversal Amount and/or the applicable third party chargeback or reversal fee from the Merchant Account (including any monies transferred into it after the payment reversal), Merchant is required to repay the Reversal Amount and/or any negative balance of the Merchant Account by depositing funds into such Merchant Account to ensure that the Reversal Amount and/or any negative balance can be fully recovered by YouApp. Failure to do so is a breach of these Terms and Conditions. Repayment of the Reversal Amount and/or any negative balance is due immediately without notice. YouApp reserves the right to, at any time, demand repayment by the Merchant for such an amount.
  5. Merchant is aware that there is a risk of loss or stolen money through the Application. You agree and acknowledge that while YouApp will provide and suggest certain security controls, YouApp cannot guarantee that you will never be a victim of the aforementioned scenario. You are solely responsible for losses you incur from such loss or stolen money from any fraudulent activities engaged with you. YouApp may assist you with recovering the lost funds, but you are solely responsible for such losses due to loss or stolen money through the Application, unless such losses result from our wilful or intentional actions. Further, you will fully reimburse us for any losses YouApp incur that result from the loss or stolen money.

YouApp reserves the right to suspend, at any time and at its sole discretion, the Merchant Account and/or the Services in any of the following circumstances:

  1. where YouApp believes it is necessary or desirable to protect the security of the Merchant Account and/or the Services;

  2. if any Transactions are made which YouApp in its sole discretion deems to be (i) made in breach hereof or in breach of the security requirements of the Merchant Account and/or the Services; or (ii) suspicious, unauthorized or fraudulent, including but without limitation to, terrorism financing, or other illicit activities;

  3. upon the insolvency, liquidation, winding up, bankruptcy, entrance into receivership or dissolution of Merchant, or where YouApp considers that there is a reasonable likelihood for any of the foregoing to occur;
  4. if the Transactions are for the sale of goods and/or services which fall outside of the agreed business activities of Merchant, or where Merchant fails to deliver such goods and/or services, and/or where Merchant is engaged in third party processing and not delivering goods and/or services itself;
In the event that YouApp suspends the Merchant Account and/or the Services provided to Merchant, YouApp may reinstate the same and, where necessary, provide new security details such as a password, as soon as practicable after the reason for the suspension ceases to exist.
 
4. OBLIGATIONS
  1. Merchant shall open and maintain a Merchant Account by registering as a Merchant with YouApp. Merchant shall integrate the Services into its operations and operate the same in accordance with YouApp’s instructions. Merchant shall be responsible for maintaining adequate security and control of any and all identifications, passwords, personal identification numbers (PINs), or any other codes that Merchant uses to access the Services. Merchant shall not receive payments as consideration for delivery of restricted item including but not limited to:
    1. Body parts which includes organs or other body parts;Copyright unlocking devices which includes Mod chips or other devices designed to circumvent copyright protection;
    2. Drugs and drug paraphernalia which includes illegal drugs and drug accessories, including herbal drugs like salvia and magic mushrooms;Drug test circumvention aids which includes drug cleansing shakes, urine test additives, and related items;
    3. Hacking and cracking materials which includes manuals, how-to guides, information, or equipment enabling illegal access to software, servers, Websites, or other protected property;
    4. Illegal goods, which includes materials, products, or information promoting illegal goods or enabling illegal acts;
    5. Offensive goods, which includes literature, products or other materials that: (i) Defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors (ii) Encourage or incite violent acts (iii) Promote intolerance or hatred;
    6. Offensive goods, crime that includes crime scene photos or items, such as personal belongings, associated with criminals;
    7. Weapons which includes firearms, ammunition, knives, brass knuckles, gun parts, and other armaments;
    8. Products related to misinformation that can cause physical injury, illness, or death; severe psychological trauma; large-scale property damage; or the undermining of public trust in civic institutions and processes.
  2. Merchant shall not receive payments as consideration for delivery of restricted services including but not limited to:
    • Minor safetyDangerous acts and challenges
    • Suicide, self-harm, and disordered eating
    • Bullying and harassment
    • Hateful behaviour
    • Violent extremism
    • Integrity and authenticity
    • Regulated goods
    • Violent and graphic content
    • Copyright and trademark infringement
  1. At any time, for the purpose of complying with applicable law, Merchant shall provide YouApp with such information as YouApp may request, including information about Merchant’s business. Merchant shall inform YouApp in writing of any material changes to its business including business model, the goods and/or services, shop name, website or payment method, no later than thirty (30) days prior to such changes. Such change shall be effective only when received and agreed by YouApp. Merchant shall indemnify YouApp against all losses, liabilities, costs and expenses (including full reimbursement of any legal and professional costs) arising out of the Merchant’s failure to notify YouApp of such changes.
  2. Merchant shall not charge its customers a processing fee, markup or other surcharge for making payments through the Services.
  3. Merchant shall follow YouApp payment acceptance procedures by ensuring the following steps are followed: Ensure both payment confirmation page from Merchant and buyer’s page is correct. Merchant shall only release goods/services when Merchant confirms that the payment is successful. Merchant shall deliver the Merchant’s Product/Service to its customers without undue delay. Merchants shall retain any documents evidencing the customer’s receipt of the goods and/or services ordered by the customers for at least 2 (two) years from the date on which the customer received the goods and/or services. Merchant acknowledges that YouApp shall not be liable for any defects of such goods and/or services.
  4. Merchant shall at all times have all relevant licences and permits to conduct Merchant’s business and/or sale of Merchant’s Product/Service.
  5. Merchant is responsible for all losses, reversals, fees, claims, penalties or chargebacks, incurred by the Merchant or YouApp, another user, or a third party caused by or arising out of the Merchant’s breach of this Terms and Conditions, damage to or loss of the Merchant’s devices, the authorised use of the Merchant’s account by a third party and/or the Merchant use of the Service, and where such are borne by the Company, another user, or a third party, the Merchant agree to reimburse the same for any and all such liability.
  6. Merchant is required to regularly login, review transaction history and to make sure that there have not been any unauthorised Transactions. You shall check and verify all Transactions including, without limitation, the amount , recipient information , date & time of the transactions. Merchants can access transaction history from the Merchant dashboard.
5.  PRODUCTS PERMITTED TO BE SOLD
Some examples of products that YouApp Merchants might sell include: Please refer to Clause 10e: Withdrawal Terms of ZEN and Clause 18: Taxes from the Terms of Service.
  • Beauty and personal care products
  • Toys and games
  • E-books and other digital literature
  • Music, videos, and other forms of digital media
  • Digital art and design resources
  • Other digital content or digital products
6.  WITHDRAWAL, FEES AND TAXES
Please refer to Clause 10e: Withdrawal Terms of ZEN and Clause 18: Taxes from the Terms of Service.
 
 7.  INTELLECTUAL PROPERTY

  1. YouApp and/or its licensors reserve and shall retain its entire right, title and interest in all copyrights, trademarks and other intellectual property rights therein and relating thereto, except as expressly granted to Merchant in these Terms and Conditions.

  2. Merchant grants YouApp a worldwide, non-exclusive, royalty-free, non-transferable licence to copy, use and display any logo, trademark, trade name or other intellectual property owned by, or licensed to Merchant for the purpose of (i) identifying Merchant as a Merchant that accepts the Services as a payment form; and (ii) any other use to which Merchant specifically consents.  Merchant hereby warrants and represents that it owns or has the right to use and sublicense any intellectual property which it uses or licences for use to YouApp.

  3. YouApp and all other URLs, logos, trademarks, intellectual property related to the Services are either trademarks or registered trademarks of YouApp or its licensors.  Merchants shall not copy, imitate or use them without YouApp’s prior written consent.  In addition, Merchant shall not copy, modify or amend any of the Services or intellectual property related to the Services.  All right, title and interest in and to the Services, the technology related to the Services, and any and all technology and any content created or derived from any of the foregoing is the exclusive property of YouApp and/or its licensors.
 8. MERCHANT’S REPRESENTATIONS & WARRANTIES
Merchant represents and warrants that:
  1. the entry into these Terms and Conditions and the performance thereof by Merchant has been duly authorised and constitutes a valid and binding agreement of Merchant, enforceable against it in accordance with the terms thereof;
  2. all information furnished to YouApp is true, accurate and not misleading;
  3. all formal consents, waivers, approvals, authorisations, exemptions, registrations, licences or declarations of or by or filing with, any authority or contracting part
  4. the entry, delivery and performance of these Terms and Conditions by Merchant will not violate or conflict in any material respect with any law, rule, regulation, code, ordinance, judgement, order, writ, injunction, decree or other requirement of any court/tribunal or of any governmental body or agency thereof applicable to Merchant and/or the sale of the Merchant’s Product/Service.
9. RELATIONSHIP 

The Parties are independent contracting parties, and nothing in these Terms and Conditions will make any Party the employee, partner, agent, legal representative, trust or joint venturer of the other for any purpose whatsoever, nor does it grant either Party any authority to assume or to create any obligation on behalf of or in the name of the other..

9. ASSIGNMENT

  1. YouApp may assign any of its rights or obligations under; these Terms and Conditions without the prior written consent of the Merchant. For the purpose of this clause, assignment will include any assignment by operation of law and change in control of a Party. 

  2. Merchant may not assign any of its rights under these Terms and Conditions to any person without the prior written consent of YouApp.

  3. Merchant may not allow, permit or let other person or Merchants(s) to use the Services without the prior written consent of YouApp.
10. RELATIONSHIP 

The Parties are independent contracting parties, and nothing in these Terms and Conditions will make any Party the employee, partner, agent, legal representative, trust or joint venturer of the other for any purpose whatsoever, nor does it grant either Party any authority to assume or to create any obligation on behalf of or in the name of the other..

11. RELATIONSHIP 
  1. YouApp may assign any of its rights or obligations under; these Terms and Conditions without the prior written consent of the Merchant. For the purpose of this clause, assignment will include any assignment by operation of law and change in control of a Party.

  1. Merchant may not assign any of its rights under these Terms and Conditions to any person without the prior written consent of YouApp.

  2. Merchant may not allow, permit or let other person or Merchant(s) to use the Services without the prior written consent of YouApp.
12. PARTIAL INVALIDITY
In the event of the invalidity of any part or provision of these Terms and Conditions such invalidity must not affect the enforceability of any other part or provision of these Terms and Conditions.
13. WAIVER
YouApp’s failure to exercise or delay in exercising a right or power does not operate as a waiver of that right or power and does not preclude the future exercise of that right or power
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