The Loyalty Program is offered by Kumpool Sdn. Bhd. (202201048025 (1493722-P)) (“Company”) that enables commuters to earn utility tokens known as the $KUM Tokens (“Token(s)”) as they use and paid for the transportation services (“Services”) made available by the Company via the Kummute App (“Kummute App”).  

In these terms and conditions of the Loyalty Program (“Terms”), the words “we”, “us” or “our” is referring to the Company. The words “you”, “your”, or “yours” is referring to each of the individuals who registered for a user account on the Kummute App (“Account”) in order to use the Services (“Registered User(s)”).   

By maintaining your Account and using the Services, you agree to be bound by these Terms which constitute a legally binding agreement between you and the Company. If any of these Terms are not acceptable to you, please contact our customer service at cs@kummute.com.my to request for your Account to be excluded from the Loyalty Program. This will not affect your ability to use the Services and other functions on the Kummute App.  

We may, from time to time and in our sole discretion, amend, delete or add to these Terms and may change or limit any aspect of the Loyalty Program and its conditions, restrictions, benefits or features, in whole or in part. Changes may include, but are not limited to: eligibility criteria of Registered Users to participate in the Loyalty Program, functionality and distribution mechanism of the Tokens, method to earn the Tokens, the imposition of an annual Loyalty Program membership fee or of any fees associated with the Loyalty Program, formula to calculate the number of Tokens earned, adding other digital currencies to be earned in the Loyalty Program, or any matters relating to the Rewards (as defined below), such as adding new Rewards or cancel particular Rewards or change the conditions to redeem Rewards. We will post any such changes to these Terms on our website at https://www.kummute.com.my/ (“Website”), which will take effect immediately upon posting. It is your responsibility to periodically check the Website for any updates of these Terms. We reserve the right to notify you of such changes via the Website or otherwise, but, other than as required by the applicable laws, we have no obligation to notify you of every update. If you continue to maintain your Account and use the Services after the revised Terms have been posted, then you will be deemed to have accepted the changes to these Terms.

These Terms are governed by the Malaysian laws. Any controversy, dispute or claim arising out of or relating to these Terms shall be referred to the courts in Malaysia for resolution. If any part of these Terms is determined to be invalid or unenforceable, such determination will not affect the remainder of these Terms.

The Loyalty Program will terminate automatically without notice in the event the Company permanently ceases to operate.

Token: What is it and its Purpose?

1. The Token is a utility token designed to utilise the benefits of blockchain technology but also remain as a closed ecosystem token. It is an ERC-20 token on the polygon chain.
2. The Company has decided to incorporate the Tokens in the Loyalty Program as a medium to reward the Registered Users for supporting the Company by using the Services.
3. At your option, the Tokens received by you pursuant to the Loyalty Program may, either be exchanged for credits to be held in your Account’s digital wallet on the Kummute App as rebates when using the Services and/ or to redeem rewards, or be stacked to earn additional rewards. Further details are clarified below.
4. The value per Token is ascertained based on the bonding curve and such value will be displayed daily on the Kummute App or any other channels to be determined by the Company.
5. You can view the balance of your Tokens, redemption history and other information by logging into your Account and visit the “Loyalty Program” tab on the Kummute App. The balance of your Tokens will be updated on daily basis.
6. Your receipt or holding of the Tokens carries no express or implied rights other than the right to exclusively use the Tokens for the purpose as herein described.
7. The Tokens are not intended to be nor should be construed as to be a loan contract, security, commodity, investment or any other kind of financial instrument.
8. You acknowledge and agree that the Tokens and the Loyalty Program are in the early stage of development and may undergo significant changes over time.

How Tokens Are Earned?

1. All Registered Users are automatically enrolled in the Loyalty Program and you will remain enrolled unless your Account is deleted or we otherwise suspend, terminate, or disqualify your ability to receive the Tokens or participate in the Loyalty Program in accordance with these Terms.
2. Tokens can only be earned and not purchased by you. By using the Services and subject to the other provisions hereunder, you will earn the right to receive the Tokens. You will be eligible to receive Tokens once you booked and paid for any of the Services via the Kummute App, which must be completed by you without any cancelation, refund request or other dispute (“Qualifying Condition”). We reserve the right to determine in our sole discretion the definition of Qualifying Condition and whether to include or exclude other criteria from the definition of Qualifying Condition. The balance of your Tokens may be deducted due to cancelation, refund request or other disputes. If the balance of your Tokens is negative, we will apply any Tokens that you subsequently earned to your balance, and no Tokens may be redeemed for Credits (as defined below) until your balance becomes positive.

How Tokens Are Distributed?

1. Tokens are distributed on daily basis to all Registered Users who are eligible. Which means, your entitlement to receive the Tokens too will be assessed daily. Each day, you will be eligible to receive the Tokens only if and when you satisfy the Qualifying Condition.
2. Please understand that you are required to fulfil the Qualifying Condition every day if you wish to benefit from the Company’s Tokens distribution that occurs at the end of each day (“Distribution”).

D. Staking Tokens

1. You may opt to stake your Tokens (“Staker(s)”) by holding onto your Tokens to earn more rewards, instead of redeeming them for Credits.
2. By staking your Tokens, you will be entitled to a multiplier on your rebates when using the Services on Kummute App. As clarified in the foregoing provisions, when you use and paid for the Services, you will automatically earn rebates in the form of Tokens as you can redeem the Tokens for Credits which you can then use to book and pay for any available Services, provided you have the sufficient Credits required for such Services.

Which means, by gaining a multiplier for staking your Tokens, at the time of Distribution, you will have the advantage of receiving more Tokens than those who choose not to stake their Tokens.    

3. There are five tiers of Stakers and the multiplier attached to each tier differs depending on the value of the staked Tokens in RM as shown below:

                 Tier 1: Starter (Staked amount: RM0) – Multiplier 1.0x

Tier 2: Explorer (Staked amount: RM10) – Multiplier 1.5x

Tier 3: Adventurer (Staked amount: RM20) – Multiplier 2.0x

Tier 4: Champion (Staked amount: RM40) – Multiplier 2.5x

Tier 5: Legend (Staked amount: RM60) – Multiplier 3.0x

Meaning, the more Tokens that you stake will translate to a higher multiplier and this in turn qualifies you to earn more Tokens, which you can either use to continue to stake in order to accumulate more Tokens or use to convert into Credits to redeem any Rewards, or you may elect to do both at the same time.

4. Subject to the tiers, the number of Tokens to be received by the Stakers is calculated based on the following formula:

Each tier will have its ‘Tier-weighted total spending’, which is:  

‘No. of users in the Tier’ x ‘The total daily spending per user in the tier’ x ‘The Multiplier’.  

Sum of every ‘Tier-weighted total spending’ = ‘Overall Weighted Total Spending’

‘Tier-weighted total spending’ / ‘Overall Weighted Total Spending’ x ‘0.5% x ‘Total revenue generated from the Services for the day’ = ‘Total Tokens for the tier for the day’

Tokens earned per dollar spent for a tier = ‘Total Tokens for the tier for the day’ / ‘Total daily spending from all users for the tier’

Tokens earned by a user for a particular tier = Tokens earned per dollar spent for a tier x Daily spending by the user for the tier.

5. There is no locked-up period, therefore, you may repeatedly stake and unstake your Tokens at any time at your discretion. You are allowed to stake more Tokens at any time in order to advance to higher tiers, in accordance with the amount to be staked for each tier as set by us from time to time.

E. Rewards

1. You may redeem the Tokens for credits (“Credit(s)”) which will be stored in your Account’s digital wallet (“Wallet”) on the Kummute App. Once the Credits are in your Wallet, you will then be at liberty to redeem the Credits for any rewards listed on the Kummute App such as rebates for the Services, vouchers, discount codes and other benefits offered by varied participating vendors and merchants (“Reward(s)”). The Ringgit Malaysia (“RM”) amount required to redeem each Credit is fixed by the Company, which makes the number of Tokens required to redeem each Credit to be ever-changing due to the fluctuations of the Tokens’ value. A nominal fee will be charged for each redemption of Rewards.
2. Please note that for now, the only Rewards that can be redeemed with your Credits are rebates for booking any of the Services on Kummute App. Over time, we will present more benefits and rewards for redemption. Ultimately, with the support of our vendors and merchants, we aim to compile a rewards e-catalogue comprising of a wide range of benefits for your selection in the future.
3. In any case, at the point of redeeming any Rewards of your choice, you will be able to view the number of Credits required to perform the redemption. Your chosen Rewards can be redeemed only if you have the sufficient Credits required for the redemption of such Rewards.
4. It is important to note that the Company will not accede to your request to exchange the Tokens for cash or to transfer the Credits in their RM equivalent amount to any of your other digital wallets out of the Kummute App under all circumstances.
5. Rewards:

• are strictly non-returnable and non-exchangeable for other Rewards, cash or credit under any circumstances;
• in the form of cash vouchers and discount codes are valid until the expiry date stated on the same;
• may be subject to further terms and conditions imposed by the vendors and merchants supplying the Rewards; and
• are to be provided on an ‘as is’ basis.

6. Once a redemption request has been submitted to us, you are not allowed to reverse, cancel or change it.
7. You are required to check the redemption record in your Account to reconcile the Credits deducted for redemption and you shall notify us if there is any discrepancy in the number of Credits deducted within 30 calendar days of the redemption date. In the absence of any notification to us, the entries in the said redemption record shall be deemed correct and conclusive.
8. It is important for you to note that we make no warranty whatsoever as to the quality or fitness for any particular purpose of any Rewards made available to you on the Kummute App. If you encounter any issues with the Rewards redeemed by you, you shall notify us within 30 calendar days from the date of redemption of the Rewards on Kummute App or prior to the expiry date of the Rewards, whichever is earlier. Upon receiving your notification, we will assist to liaise with the relevant vendors and merchants on your behalf. In such event, at our discretion, we may replace the Rewards for you or return the Credits used by you to redeem the unusable Rewards earlier. Other than the foregoing, we will not be obliged to perform any other remedial action and we will not be liable to compensate you in any other manner whatsoever.
9. Suspected or actual fraud and/or suspected or actual abuse relating to the accumulation of Credits and/or redemption of Rewards may result in forfeiture of the Credits and Rewards as well as suspension or termination of your participation in the Loyalty Program.

When Will You Receive Your Rewards?

1. Upon receiving a request from you to redeem any Rewards, we will use our best endeavor to promptly process your request.
2. Any Rewards redeemed by you will be recorded or listed in the section of Loyalty Program of your Account.

3. Notwithstanding the foregoing, your receipt of the Rewards may from time to time be delayed for any reason, including for example, in the event of any scheduled maintenance, unscheduled downtime, market congestion, systems failure, mechanical or electronic failure, error, interruption, delay, or due to any other risk or circumstance resulting in the inability to instantly transfer the Rewards to you. In the event of any such delay, the transfer of Rewards will be completed at a reasonable time period after the reason causing the delay is resolved. We will not be liable to compensate you for any such delay however caused.

G. Monitoring Your Tokens; Questions, Errors, and Disputes about Tokens

1. It is your responsibility to regularly monitor the balance of your Tokens on the Kummute App.
2. If you believe that you are eligible to receive any Tokens that you have not received, or that the number of Tokens received by you is incorrect or if you have any other issues or questions in connection with your Tokens, you must contact the Company promptly, within seven days from the date of the Distribution or from the date you received the Tokens in question, as the case may be, by writing to the Company’s customer representative at cs@kumpool.com.my.
3. In the event there is a discrepancy between your records and ours, the information from our record shall be deemed correct. If we fail to distribute any Tokens to you, if we distributed the incorrect number of Tokens to you, if we improperly deny your eligibility to receive the Tokens, or if we improperly reverse the award of the Tokens that you are entitled to, or if we have overlooked, neglected or erred in any way in connection with your Tokens, then, subject to the applicable laws, your sole remedy against us will be our issuance of the correct number of Tokens originally entitled by you. Neither we, nor any of our respective affiliates will owe any other liabilities to you under all circumstances.

H. Adjustments and Corrections

At our sole discretion, in the event that we discovered errors, discrepancies, irregularities or any other issues relating to the Tokens distributed to you and/ or the Credits redeemed by you and/ or the Rewards redeemed by you, we may perform adjustments, corrections or take any other actions we deemed to be fit and proper, including and not limited to, deducting your Credits, forfeiting your Rewards, reclaim the Tokens distributed to you, revoke your eligibility to receive Tokens on any day.  

I. Transfer and/ or Assignment

You cannot transfer, assign or give your Tokens or Credits to any persons, Registered Users or otherwise, in whole or in part. Further, you cannot combine your Tokens or Credits with the Tokens or Credits accrued by any other Registered Users for any reason. Additionally, the Tokens, Credits or Rewards cannot be transferred by operation of law, such as by will and inheritance, in bankruptcy or in connection with a divorce or in the event of your demise.  

J. Termination and/or Suspension 

1. It will be considered a misuse of the Loyalty Program if we discovered any:
   • Potentially fraudulent or suspicious activity involving you or your Account;or (b) Violation of any of these Terms by you. 
2. Any misuse of the Loyalty Program is a violation of these Terms and may result in:
   • The suspension of your ability to redeem Rewards with your Credits;
   • The revocation or reversal of your Rewards;
   • The forfeiture of your Tokens and/ or Credits;
   • Your ineligibility to receive Tokens;
   • The suspension or termination of your participation in the Loyalty Program; and
   • The suspension or termination of your Account.
3. Fraudulent or suspicious activity includes any attempt to take advantage of errors of the Kummute App or other technology platforms operated by the Company.
4. Your ability to use the Services and participate in the Loyalty Program ceases when your Account is suspended or terminated by us.
5. You are not entitled to any form of compensation from us or any other entity affiliated to us when we take any or all of the actions as set forth in this provision.

K. Risk Disclosure 

1. Transactions in cryptocurrency may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable.
2. There is no assurance that a person who accepts a cryptocurrency as payment today will continue to do so in the future. The volatility and unpredictability of the price of cryptocurrency relative to government issued currency may result in significant loss over a short period of time. The nature of cryptocurrency may lead to an increased risk of fraud or cyber-attack, including rollback attacks or blockchain reorganizations. The nature of cryptocurrency means that any technological difficulties experienced by the Company or any of its affiliates may prevent the access to or use of a customer’s cryptocurrency.

L. Other Important Information

1. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable laws, regulation, legal process or governmental request.
2. These Terms and the relationship created hereby do not create a fiduciary relationship between us.
3. Information relating to your Tokens and activities under the Loyalty Program for the preceding 6 months is available on your Account (“Information”). It is your responsibility to periodically examine the Information made available to you. You have 30 calendar days to notify us of any unauthorized use or any error or irregularity from when any of such issues appear on the Information. If we do not receive such notice within the 30-calendar day period, then we will have no obligation to make any adjustment or correction for you and any losses will be entirely yours.
4. All decisions by the Company regarding the Loyalty Program are final and shall not be contested.
5. If your Account has been inactive for a period of 7 consecutive years, or any other period as may be amended by the applicable laws, any available Credits in your Wallet will be treated as unclaimed moneys. In such case, we will be required to turn over the unclaimed moneys to the relevant government agency in Malaysia.
6. We may record and monitor our telephone conversations with you and your electronic communications with us (chat, e-mail and other forms of electronic exchange). Unless the law requires otherwise, you consent in advance to such recording and monitoring and we do not need to remind you of these activities.

General Provisions

1.            Audit Review

We reserve the right to review your Account for compliance with these Terms without giving you any notice.  

2.            Limitation of Liability

IN NO EVENT SHALL THE COMPANY, NOR OUR AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, NOR ANY OF OUR OR THEIR SUPPLIERS AND CONTRACTORS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE LOYALTY PROGRAM, TOKENS, CREDITS AND REWARDS (I) FOR ANY LOST EARNINGS/ PROFITS, LOST OPPORTUNITY, DATA LOSS OR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF RM500 (IN THE AGGREGATE).  

YOU AGREE AND UNDERSTAND THAT NEITHER WE NOR OUR AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, NOR ANY OF OUR OR THEIR SUPPLIERS AND CONTRACTORS, SHALL BE LIABLE IN ANY WAY:  

• FOR DELAYS OR INTERRUPTIONS IN THE DISTRIBUTION OF TOKENS AND/ OR CONVERSION OF THE TOKENS TO CREDITS AND/ OR THE REDEMPTION OF YOUR

REWARDS HOWSOEVER CAUSED; AND  

• FOR ANY CLAIMS, COSTS, LOSSES OR DAMAGES CAUSED BY AN EVENT THAT IS BEYOND OUR REASONABLE CONTROL (E.G., THE ACTS OR OMISSIONS OF THIRD PARTIES, NATURAL DISASTER, EMERGENCY CONDITIONS, DISEASE EPIDEMICS/PANDEMICS, GOVERNMENT ACTION, EQUIPMENT MALFUNCTION, CYBER ATTACKS, COMPUTER VIRUS, COMMUNICATIONS MALFUNCTION).

3.           No Warranties

THE LOYALTY PROGRAM, TOKENS, CREDITS AND REWARDS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” THE LOYALTY PROGRAM, TOKENS, CREDITS AND REWARDS ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. THE COMPANY AND ITS AFFILIATES AND OUR AND THEIR SUPPLIERS AND CONTRACTORS DO NOT WARRANT THAT: (1) THE LOYALTY PROGRAM WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (2) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (3) THE RESULTS OF USING OR PARTICIPATING IN THE LOYALTY PROGRAM WILL MEET YOUR REQUIREMENTS. YOUR USE OR PARTICIPATION OF THE LOYALTY PROGRAM IS SOLELY AT YOUR OWN RISK.

4.           Indemnification

You shall defend, indemnify, and hold harmless us and our affiliates, third-party service providers, directors, officers, employees, contractors and suppliers from and against any loss, damage, liability, claim, cost or expense of any kind, including reasonable solicitor fees, that arise from your participation and activities under the Loyalty Program, any fraud or misuse of the Loyalty Program by you, your violation of these Terms, infringement of any intellectual property by you, and/or your violation of any applicable laws or the rights of any third party. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses. 

5.            Survival

You agree and understand that these Terms, which by their nature shall extend beyond the termination or expiration of these Terms, shall survive the termination or expiration of these Terms.

6.           Miscellaneous  

Section headings in these Terms are for convenience only, and do not govern the meaning or interpretation of any provision of these Terms. Unless the express context otherwise requires: (i) the words “hereof,” “herein,” “hereunder” and words of similar import, when used in these Terms, shall refer to these Terms as a whole and not to any particular provision of these Terms; (ii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iii) wherever the word “include,” “includes” or “including” is used in these Terms, it shall be deemed to be followed by the words “without limitation”; (iv) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”; and (v) the word “or” shall not be interpreted to be exclusive.

7.           Entire Agreement

These Terms comprise of the entire understanding and agreement entered into by and between you and the Company in respect of the Loyalty Program, and supersede any and all prior discussions, agreements, and understandings of any kind (including without limitation any prior versions of these Terms.

8.           Termination

The Loyalty Program may be terminated by the Company at any time for any reason without advance notice and without any liability to compensate you for any alleged losses and damages that you suffered due to the termination. In such case, all Tokens earned by the Registered Users will automatically be converted into Credits in their Wallets in accordance with these Terms.    

9.          Taxes

You are responsible for any tax liability you incur related to your participation in the Loyalty Program.

10.          Loyalty Program Assistance  

If you have any questions and/ or require any assistance regarding the Loyalty Program, you may contact the Company by writing to cs@kummute.com.my.

11.          Privacy of Information

You acknowledge and agree to the collection, use, and disclosure of your personal information pursuant to the Loyalty Program in accordance with our Privacy Policy accessible at https://www.kummute.com.my/, which is incorporated into these Terms by ref