PROPPYAPP MERCHANT AGREEMENT

Your access/use of this website, mobile-site, micro-site, or mobile-application (including such products/services as may be made available on and/or through the websites, mobile-sites, micro-sites or mobile-applications by ProppyApp)(collectively, the “Platforms”) are subject to the Terms of Use and our Privacy Policy, including any amendments thereto which ProppyApp, at its sole discretion, may make from time to time (collectively, these “Terms”).

ProppyApp reserves the right at any time, to change, modify or discontinue any aspect or feature of the Platforms, including, without limitation to the contents, data, and availability. You are advised to refer to these Terms each time you access/use the Platforms to ascertain and understand any additions, deletions, modifications, revisions and/or variations that may be made to these Terms from time to time, and you shall be deemed to have read, understood, and accepted these Terms, including such additions, deletions, modifications, revisions and/or variations each time you access/use the Platforms.

If you do not agree to any of these Terms, you shall immediately cease your access/use of the Platforms.

THIS AGREEMENT is made on the date of which the Merchant have first registered as a Merchant with ProppyApp, followed by the date on which the Listing Fee so received by the Company. By doing so, the Merchant would have deemed to have accessed, read, and understood the entire Agreement and hereby irrevocably accept and agreed to the terms of this Agreement.

By and Between

ProppyApp Sdn. Bhd. (Registration No.), is a private limited company duly incorporated under the Companies Act 2016 of Malaysia and having its registered address at Lot 3.33, 3.40 & 3.41, 3rd Floor, Viva Home Shopping Mall, No. 85, Jalan Loke Yew, 55200 Kuala Lumpur, Malaysia (the “Company”) of the one part;

And

The Merchant.

WHEREAS: –

A. The Company is engaged in the business of a Property All-in-One solution e-commerce portal via its websites, mobile-sites, micro-sites and/or mobile-applications (collectively, the “Platforms”) for property owners, buyers, tenants, real estate agencies and/or agents, and all its related products/services surrounding the home-owners eco-system. The Platforms are powered through an app known as ProppyApp, which provides features/functions including, without limitation to ProppyCares, for the trading of or exchange of all kinds of products/services; a platform to communicate, transact and do business with the ease of a trustworthy e-commerce platform and the advance technological infrastructure to support this quantum leap into the future.

B. ProppyApp permits the Merchant to sell products/services via the Platforms through ProppyCares.

C. The Company wishes to allow the Merchant, and the Merchant agrees to sell products and/or provide services via the Platforms on the terms and conditions of this Agreement (the “Activities”).

NOW, THEREFORE, in consideration of these promises and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledge, it is agreed as follows:

1. Definitions

          The following terms shall have the respective meanings, unless otherwise stated:

          “Agreement” means this ProppyApp Merchant Agreement, any other terms and conditions that may be included by the Parties from time to time, the Terms of Use and Privacy Policy as published from time to time in the Platforms, any documents referred to in this Agreement together with any schedule and/or appendix agreed by the Parties, whichever applicable;

          “Business” means the business of a Property All-in-One solution e-commerce portal via its websites, mobile-sites, micro-sites and/or mobile-applications (collectively, the “Platforms”) for property owners, buyers, tenants, real estate agencies and/or agents, and all its related products/services surrounding the home-owners eco-system. The Platforms are powered through an app known as ProppyApp, which provides features/functions including, without limitation to ProppyCares, for the trading of or exchange of all kinds of products/services; a platform to communicate, transact and do business with the ease of a trustworthy e-commerce platform and the advance technological infrastructure to support this quantum leap into the future;

          “Company” means ProppyApp Sdn. Bhd. (Registration No.), a private limited company duly incorporated under the Companies Act 2016 of Malaysia having its registered address at Lot 3.33, 3.40 & 3.41, 3rd Floor, Viva Home Shopping Mall, No. 85, Jalan Loke Yew, 55200 Kuala Lumpur, Malaysia;

          “Customer” means user who registers with ProppyApp and makes a transaction with the Merchant via ProppyCares through the Platforms for the purchase of products/services;

          “Effective Date” means the effective date of this ProppyApp Merchant Agreement where the Merchant have first registered as a Merchant with ProppyApp, followed by the date in which the Listing Fee so received by the Company;

          “Listing Fee” means the fee charged to the Merchant by ProppyApp for the usage of the Platforms, i.e., an annually non-refundable administrative fee of Ringgit Malaysia Two Thousand Three Hundred and Eighty Eight (RM2,388) Only, and the Listing Fee may be subject to a revision to be solely determined by the Company at its absolute discretion upon the expiration of the term;

          “Merchant” means the party and/or business who registers to sell its/their products/services via the Platforms, particularly through ProppyCares;

          “Merchant IP” has the meaning as stipulated in Clause 13;

          “Merchant Offering” means products/services, Proppy Points, discounts and/or rebates agreed to be given to Customer by the Merchant;

          “Merchant’s Takeback” has the meaning as stipulated in Clause 7.

          “Parties” means collectively, the Company and the Merchant;

          “ProppyApp” refers to the mobile-application which has been developed, owned, managed, and operated by the Company, which shall include www.proppyapp.com and its related websites, mobile-sites, micro-sites and/or mobile-applications;

          “ProppyCares” means a market listing feature of ProppyApp that allows Customer, home, and property owners to connect with products/services providers and repairmen for household amenities, such as plumbing, roofing, tiling, electrical, automatic gate, renovation works, water treatment, gardening, landscaping, home cleaning services, office cleaning and maintenance service, pet-sitting services, etc. This is a non-exhaustive list of services that will expand as the need for these products/services increases;

          “ProppyApp IP” means all the intellectual properties registered and owned by the Company, including, without limitation to copyrights, trade-marks, trade names, rights in logos and get-up, inventions, confidential information, trade secrets and know how including commercial Know-How, registered designs, design rights, patents, utility models, semi-conductor topographies, domain names, all rights of whatsoever nature in computer software and data, all rights of privacy and all intangible rights and privileges of a nature similar or allied to any of the foregoing, in every case in any part of the world and whether or not registered; and including all granted registrations and all applications for registration in respect of any of the same;

          “Rights” means the non-exclusive right only to carry on the Activities for the Term in the Territory using the ProppyApp IP;

          “Term” means the appointment hereby made shall be valid and effective until this Agreement is terminated in accordance with the provisions of this Agreement;

          “Territory” means Malaysia;

          “Third-Party IP” has the meaning as stipulated in Clause 10.1.

2. Parties’ Obligations

2.1 The Company’s Obligations

Subject to the Merchant fulfilling all the validation and verification process as required by the Company, the Company shall:

(i) Based on the business information provided by the Merchant, provide, and feature the Merchant’s listing via the Platforms;

(ii) In its sole discretion, decide when and where to place the Merchant’s listing;

(iii) Provide the Merchant with a ‘backend” access via the Platforms in accordance with the protocols set out by the Company so as to allow Customer to discover the Merchant Offering;

(iv) Issue Proppy Points to Customer for every transaction paid using ProppyApp, if applicable. Proppy Points shall mean and subject to the terms as follows:

(a) Proppy Points will be issued to Customer for each specific Merchant at the Proppy Points rate set out and agreed by the Merchant in ProppyApp.

(b) Proppy Points can only be used at the ProppyApp.

(c) Proppy Points is not transferable from one Merchant to another.

(d) Proppy Points is not exchangeable for cash at the Merchant’s place nor Proppy.

(e) Proppy Points is valid for a period of three (3) months, unless otherwise specified or agreed upon, from the transaction date and will be cancelled from Customer’s Proppy account upon expiry.

(f) Proppy reserves the right to change the Proppy Points expiry period upon notice to the Merchant.

(g) Proppy Points issued will be charged to the Merchant via issuance of invoice on monthly basis.

(h) Proppy will deduct the Proppy Points from the Merchant’s payment upon the issuance of Proppy Points.

(i) Unutilized, expired Proppy Points is not exchangeable for cash.

2.2 The Merchant’s Obligations

The Merchant shall:

(i) Be solely responsible for providing the Merchant Offering, including, without limitation to, the supply or delivery of the products/services, customer service, after-sales-service and returns management. The Merchant shall indemnify and hold the Company free from any possible claims from Customer or third party regarding the Merchant Offering, including, without limitation to, claims of personal injury, death, or property damage. Issues arising out of or related to the supply of the Merchant Offering by the Merchant to Customer do not affect the Company’s right to retain its Listing Fee;

(ii) Use the Platforms, particularly, ProppyCares responsibly and not use it for any unlawful activities, including, without limitation to sale of counterfeit items, fraudulent activity, illegal money lending or activity that is in any way related to gambling. The Merchant must have title or ownership over the products/services they offer to Customer;

(iii) Take all reasonable precautions and diligence to prevent any unauthorised use of the Platforms, particularly, ProppyCares.

3. Warranties and Representations

3.1 The Company’s Warranties and Representations

(i) The Company warrants, represents and undertakes that it will execute its obligations arising under or in connection with this Agreement with reasonable care and skill;

(ii) The Company does not warrant or guarantee that services offered on or through the Internet will be uninterrupted or error-free or that its services will result in any revenue or profit for the Merchant.

3.2 The Merchant’s Warranties and Representations

          The Merchant warrants, represents and undertakes that:

(i) It is authorised to enter into this Agreement and that this Agreement has been read and understood, and hereby irrevocably accept and agreed by an authorized representative of the Merchant;

(ii) It shall inform the Company in writing immediately of any changes that could affect this Agreement;

(iii) All information provided by the Merchant to the Company or in the Platforms is accurate, complete and correct;

(iv) The bank account used for the receipt of the Merchant’s Takeback as set out in ProppyApp and Proppy Business belongs to the Merchant.

(v) It has obtained (and shall obtain and maintain throughout the term of this Agreement) all necessary licenses, consents, and permissions relevant to this Agreement and to the Merchant Offering;

(vi) All data and information provided by the Merchant to the Company shall (and the Merchant’s behaviour shall always) be in compliance with all applicable laws and regulations and in accordance with any guidelines, standards, and relevant codes of practice;

(vii) Performance of this Agreement shall not violate any provision of its (a) constitutional documents, (b) any document binding upon it, (c) any law, regulation, or decree binding on it; and (d) intellectual property rights of any third party;

(viii) No litigation, arbitration or any dispute, current or pending or, to its knowledge, threatened, which is likely to have a material adverse effect upon its ability to perform its obligations hereunder.

4. Indemnities

4.1 Indemnity by the Merchant to the Company

          The Merchant shall indemnify and keep indemnified the Company, its directors, officers, employees, affiliates and servants from and against all suits, actions, demands, damages, losses, liabilities (whether criminal or civil), expenses and cost whatsoever arising under any applicable laws to which the Company, its directors, officers, employees, affiliates and servants may be subjected by reason of injury to or the death of any person, firm or corporation in any manner due to, arising out of or in the course of or by reason of the carrying out of the Activities and resulting from any breach of this Agreement by the Merchant, including, without limitation to:

(i) any act, neglect or default of the Merchant or its agents, employees, licensees;

(ii) the proven infringement of the intellectual property rights of any third party;

(iii) breaches resulting in any successful claim by any third-party alleging libel or slander in respect of any matter arising from the Activities;

(iv) any claim by the relevant tax authorities for the tax obligations of the Merchant arising from the issuance, sale, or transactions in the Platforms;

(v) any claim by any Customer or anyone else arising out of or in connection with the Merchant Offering (or any products/services actually or purportedly offered in respect of or in connection to the Platforms) or any other products/services offered by the Merchant, including, without limitation to, claims for personal injury, death, or property damages.

(vi) any breach (or alleged breach) in this Agreement;

          UNLESS the same is due to any act, neglect, omission or fault of the Company, its directors, officers, employees, affiliates, servants, agents and invitees of the Company, or a breach of this Agreement by the Company, or a misrepresentation of the Agreement’s authority or arisen after the termination or cessation of this Agreement in which case the indemnity shall be null and void and of no effect.

5. Limitation of Liability

5.1 In no event shall the Company be liable to the Merchant for any damages, losses, expenses, liabilities under any causes of action (whether in contract or tort, including, without limitation to any negligence or otherwise) be it directly or indirectly, for (i) loss of actual or anticipated profits; (ii) loss of goodwill; or (iii) loss of data and/or the costs of restoration of data.

5.2 Under no circumstances, including, without limitation to any negligence, shall the Company be liable for any indirect, special, consequential, or incidental damages that may result from the access/use of, or the inability to access/use of the Platforms, the contents, data, or third-party products/services, even if the Company, its directors, officers, employees, affiliates, and agents have been advised of, or should have foreseen, the possibility of such damages.

5.3 Subject to Clauses 5.1 and 5.2, the Company’s total liability under this Agreement, howsoever arising, shall in no circumstances exceed the greater of Ringgit Malaysia Ten Thousand (RM10,000) only OR the cumulative total amount of the Listing Fee that the Company has received under this Agreement, whichever lower.

6. Listing Fee

6.1 The Company grants a non-exclusive license for the Merchant to track total users’ purchases, redemptions, and mark attendance etc in the Platforms.

6.2 In consideration of the right to use list the products/services of the Merchant via the Platforms, the Merchant shall pay an annually Listing Fee of Ringgit Malaysia Two Thousand Three Hundred and Eighty Eight (RM2,388) Only to the Company.

7. Payment and Payment Terms

7.1 ProppyApp Transaction Collection

(i) The Merchant shall collect from the payment of each transaction from Customer through Proppy Payment Gateway.

(ii) The Merchant shall deduct from the payment (i) its Listing Fee, (ii) License fees, (iii) its Proppy Points amount issued to Customer; and (iv) any legally applicable sales and services tax in respect of Clauses 5.1(a) and (b) and thereafter to remit the balance (“Merchant’s Takeback”) to the Merchant.

7.2 Payment Terms

(i) Proppy shall remit the Merchant’s Takeback for transacted transaction(s) to the Merchant within fourteen (14) working days after the transaction(s) has been confirmed in Proppy Payment Gateway unless otherwise agreed upon. For the avoidance of doubt, Proppy’s Listing Fee in respect of a transaction shall become due when the transaction is confirmed and Proppy is under no obligation to transfer any amounts (including, without limitation to, any Merchant’s Takeback) to the Merchant where a transaction is not made.

(ii) The parties agree that a ProppyApp transaction is deemed confirmed when:

(a) The Customer paid the supply bill through Proppy Payment Gateway.

(b) The Merchant has delivered the products/services in full to the Customer.

(c) The Merchant has provided to Proppy evidence of (a) and (b) including the receipt id and/or other evidence Proppy may reasonably request as proof of the provision of the products/services, for example, (without limitation to) a delivery confirmation in case of delivery of physical goods.

(iii) For the avoidance of doubt, if any of the above three described requirements are not met, a transaction is not confirmed and Proppy is under no obligation to pay the Merchant any amount in respect of that transaction.

(iv) Any payment made by Proppy to the Merchant shall be without prejudice to any claims or rights which Proppy may have against the Merchant.

8. Applicable Tax & Invoices

8.1 The Parties shall each account for the applicable tax for which the Parties are liable respectively, under the laws applicable to this Agreement.

8.2 The Company shall send an invoice to the Merchant on its Listing Fee amount in compliance with the applicable law.

8.3 The Merchant shall provide Customer with an invoice in compliance with the applicable law.

9. Force Majeure

9.1 The Company shall not be liable to the Merchant for any loss suffered by the Merchant caused by the failure of the Company to observe the terms and conditions of this Agreement and on its part to be observed and performed where such failure is occasioned by any cause beyond its reasonable control including, without limitation to, the generality by its failure to supply or delay in providing any of the services or for any other cause whatsoever, including war, insurrection, fire, flood, earthquake, strikes, pandemic, lock-outs, restriction or prohibitions or other action by any government or semi-government authorities or embargoes.

10. Right of Termination

10.1 Upon the happening of any of the events set out below, the Company may at its opinion forthwith or at any time thereafter by giving fourteen (14) days prior notice in writing to the Merchant to terminate this Agreement without prejudice to any other remedy the Company may have against the Merchant:

(i) If and whenever there shall be a breach of or non-observance or non-performance of any of the covenants or conditions contained herein and on the part of the Merchant and/or its employees to be observed and performed, and such breach continues for fourteen (14) days after service by the Company of a notice on the Merchant requiring him to remedy the same and informing him that if he does not remedy the same this Agreement may be terminated;

(ii) Any judgement obtained against the Merchant remains unsatisfied for more than fourteen (14) days or the Merchant shall have its property seized under any distress or execution process, makes any arrangements with or assignment for the benefit of its creditors or becomes a bankrupt or is the subject of any winding up proceedings or makes any arrangements or composition with its creditors;

(iii) The Merchant has a receiver, or a receiver and manager appointed over the whole or in part of its property or undertake or has an official manager appointed pursuant to the provisions of the Companies Act 2016 or any other legislation in substitution therefore;

(iv) The Merchant defaults in performing or observing any terms, covenants, or conditions to be observed or performed by it under any mortgage or other encumbrance over the assets of the Merchant and such default materially affects the ability of the Merchant to performs its obligations under this Agreement;

(v) The Merchant being a partnership changes its membership without the prior written approval of the Company or is terminated or dissolved except in the event of death of a partner;

(vi) Where the Merchant is a corporation, the control of the Merchant by the shareholders who are shareholders as at the date of this Agreement is passed by them to other persons or corporation without the prior written approval of the Company first being had and obtained;

(vii) The Merchant being a natural person becomes of unsound mind or infirm or becomes a drug addict or an alcoholic, meaning that he habitually uses drugs or intoxicating liquor to such an extent that he has lost the power of self-control with respect to drugs or intoxicating liquor; OR

(viii) After service by the Company upon the Merchant of two or more notices for a breach of the same covenants of conditions which on its part the Merchant is to observe and perform by the terms of this Agreement.

10.2 Notwithstanding anything in this Agreement, the Merchant and the Company may terminate this Agreement by mutual agreement by serving a fourteen (14 days) notice to the other party.

11. Termination Consequences

11.1 On the expiry or termination of this Agreement for whatever reason the Merchant undertakes as follows:

(i) to dispose of all relevant products and materials (if any) in hand in accordance with the Company’s instructions;

(ii) to destroy all stationery used in connection with the Activities;

(iii) to return to the Company all samples, promotional and advertising material used in connection with the Activities;

(iv) forthwith to cease to use the ProppyApp IP and to execute such confirmation of cessation of use of the ProppyApp IP as required by the Company;

(v) to return to the Company all originals and copies of all documents and information in any form containing or covering in any way any part of the Intellectual Property; and

(vi) forthwith to cease the conduct of the Activities.

11.2 Termination of this Agreement shall in no circumstances affect:

(i) the accrued rights or liabilities of the parties on the date of termination;

(ii) the transactions already transacted prior to termination;

(iii) the validity of any agreement arrangement and/or transaction made between the Company and the Merchant and/or the Customer.

11.3 Any provision of this Agreement which expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect indefinitely.

12. Refunds

12.1 The Company has the right to refund or compensate any Customer who, in the Company’s reasonable opinion, has a valid and justifiable complaint about the Merchant Offering, including, without limitation to, its supply or delivery. Should the Company decide to refund or compensate any Customer, whether in full or in part, and has effected such a refund or compensation to any Customer in respect of such claims, the Company shall reserve the rights to recover the refunded amount or compensated amount from the Merchant.

13. Intellectual Property

13.1 Licensing of Intellectual Property by the Merchant

For the term of this Agreement, the Merchant grants to the Company a non-exclusive, worldwide, royalty free, paid-up, irrevocable, transferable, and sub-licensable right to use the Merchant’s registered and un-registered intellectual property rights (“Merchant IP”), and any third party’s intellectual property rights supplied by the Merchant to the Company (“Third Party IP”), including, without limitation to, any editorial text or images.

13.2 Merchant’s Warranties regarding the Merchant IP

The Merchant warrants that it owns all interest in and to the Merchant IP, has licensing rights (including the right to sub-license to the Company) in the Third-Party IP, and has the right to grant the license stated in this Agreement.

13.3 ProppyApp IP

The Merchant shall not use any of ProppyApp IP or prepare any derivative work based thereon.

14. Confidentiality and Privacy

14.1 This Agreement

The Merchant agrees to keep strictly confidential the terms of this Agreement, all its contents and all information that it obtained about the Company’s Business, including, without limitation to, the finances, technology, and affairs of the Company.

14.2 Customer Data

The Company or an affiliated entity owns all personal data about Customer. Where the Company (or an affiliated entity or other third party) makes personal data so collected about Customer available to the Merchant, the Merchant shall use the personal data of Customer only to fulfil its obligations in connection with the Merchant Offering, and for no other purpose. The Merchant shall always ensure that it implements and complies with reasonable security measures, including, without limitation to, such security measures as prescribed by applicable law, in the handling of any personal data of Customer. If the Merchant engages any third party to facilitate any of its obligations hereunder, the Merchant shall ensure that such third party complies in the same way with all the Merchant’s obligations under this Agreement.

14.3 International Transfer of Data

The Company uses affiliated and unaffiliated service providers to process data received from the Merchant, including, without limitation to, the Company’s related companies. Such service providers process personal data only on behalf of and subject to instructions from the Company under data processing agreements that require adequate data protection measures. The Merchant hereby grants its consent to the transmission of its data to these service providers.

14.4 Background Checks

(i) The Company reserves the right to make general and specific credit and financial checks and credit-related enquiries about the Merchant and certain individuals and/or legal entities working with and/or for the Merchant. The Merchant consents to these checks and agrees to co-operate with the Company’s reasonable requests in respect of conducting these checks;

(ii) The Merchant acknowledges that the Company may record phone calls with the Merchant for quality assurance and compliance purposes.

15. Acknowledgement of Merchant

15.1 The Merchant acknowledges that prior to having accepted and agreed to this Agreement it has carefully read the provisions of this Agreement and has understood them and has not relied upon any statement, representation or waiver made by the Company or its directors, officers, employees, affiliates, servants, and agents other than as set out herein.

16. Governing Law and Dispute Resolution

16.1 This Agreement shall be governed by the laws of Malaysia, without regard to the choice or conflicts of law provisions of any jurisdiction.

16.2 Any disputes, actions, claims, or causes of action arising out of or in connection with this Agreement shall be referred to the Asian International Arbitration Centre (“AIAC”) in accordance with the AIAC Arbitration Rules as modified or amended from time to time (“Rules”) then in effect. The arbitration shall be conducted by a sole arbitrator, appointed by the Director of the AIAC in accordance with the Rules. The seat and venue of the arbitration shall be in Kuala Lumpur, Malaysia, in the English language. The arbitration award shall be final and binding on the parties thereto.

17. Miscellaneous

17.1 This Agreement contains all the terms agreed between the parties regarding its subject matter and supersedes and excludes any prior agreement, understanding or arrangement between the parties, whether oral or in writing.

17.2 No terms and conditions or other document submitted, proposed, or stipulated by the Merchant shall be binding between the parties in respect of the transaction set out in this Agreement, unless expressly agreed to in writing by the Company.

17.3 Time shall be of the essence wherever mentioned in this Agreement.

17.4 No waiver by the Company of any violation or default in performance of the provisions of this Agreement shall be deemed a waiver of such provisions or the right of the Company to thereafter enforce such provisions, or any other provisions, of this Agreement.

17.5 Nothing in this Agreement shall be construed as any other form of employer/employee relationship, joint venture, agency, partnership, or franchise between the parties. Neither Party has the authority, without the other Party’s prior written approval, to bind or commit the other Party in any way. The Merchant understands and acknowledges that the Company does work regularly with other merchants who may be direct or indirect competitors with the Merchant. By entering into this Agreement, the Merchant agrees that the Company is not precluded from entering into similar agreements with other merchants, regardless of whether they are direct or indirect competitors with the Merchant.

17.6 The Merchant is not authorised to transfer or assign its rights or obligations under this Agreement, whether by operation of law or otherwise, without the Company’s prior written consent. The Company is authorised to transfer or assign this Agreement or any of its rights thereunder to a present or future affiliate or pursuant to a merger, consolidation, reorganisation, or sale of all or substantially all the assets or business, or by operation of law, without notice to the Merchant.

17.7 The Parties agree to use digital signup in ProppyApp for the purpose of signing this Agreement; the Parties further agree that using the digital signup shall be treated with the same legal force and effect as a signature written by hand and will not be denied legal validity solely because the signature is in electronic form.

17.8 If any provision of this Agreement should be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement are not affected. Such invalid or unenforceable provision shall be replaced by a valid and enforceable provision which most closely achieves the economic effect contemplated by the invalid or unenforceable provision.

17.9 This Agreement shall be binding on the heirs, personal and legal representatives, estate, successors-in-title and permitted assigns (where applicable) of the Parties.

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