These Advertiser Terms and Conditions (the “Agreement”) are entered into between Indoleads Platform Sdn. Bhd., a company incorporated in Malaysia (“Indoleads”, “we”, “us”, or “our”), and the person or legal entity that engages Indoleads to promote its products, services, websites or applications (“Advertiser”, “you”, or “your”).
By signing or returning an Advertiser Brief, submitting an advertiser application, creating or using an Advertiser Account, clicking to accept this Agreement, launching a Campaign, receiving traffic generated by Publishers through the Indoleads Platform or paying an Indoleads invoice, you acknowledge that you have read, understood and agreed to be bound by this Agreement.
If you accept this Agreement on behalf of a company or other legal entity, you represent and warrant that you have full authority to bind that entity. Where Advertiser is an agency acting for a client, “Advertiser” means the agency and the underlying client jointly and severally.
Campaign-specific terms, targeting rules, payout rates, caps, restrictions and conditions agreed between the parties or displayed on the Platform form part of this Agreement. In the event of a conflict, the Insertion Order shall prevail solely in relation to the relevant Campaign.
1 - DEFINITIONS
a) “Advertiser Account” means the account created for Advertiser on the Platform.
b) “Advertiser Brief” means the document, form or electronic record in which Advertiser sets out the Campaign, its payout, targeting, caps, creatives, validation rules and other commercial conditions.
c) “Insertion Order” or “IO” means an Advertiser Brief that has been signed by Advertiser or returned by Advertiser to Indoleads by email or through the Platform, including any amendment agreed in the same manner. An Advertiser Brief so signed or returned constitutes a binding Insertion Order and forms part of this Agreement.
d) “Campaign” or “Offer” means an advertising campaign of Advertiser made available to Publishers through the Platform under an Insertion Order.
e) “Creatives” means banners, text links, landing pages, videos, email templates, feeds, coupons and other advertising materials used in a Campaign, whether supplied by Advertiser or prepared by Indoleads for Advertiser.
f) “Conversion” or “Qualified Action” means a purchase, lead, registration, installation, subscription, application, click, impression, booking, transaction or other action specified in the applicable Insertion Order.
g) “Validated Conversion” means a Conversion that has been confirmed as payable in accordance with Section 8.
h) “Publisher” or “Affiliate” means a third party that promotes Campaigns through the Platform.
i) “Platform” means the Indoleads affiliate platform, its tracking technology, reporting interfaces, application programming interfaces and related services.
j) “Tracking Link” means the link, pixel, postback, server-to-server call or other mechanism used to record clicks and Conversions.
k) “Fees” means the amounts payable by Advertiser to Indoleads under an Insertion Order, including Publisher payouts and the Indoleads service fee.
l) “Commission” means the amounts earned by a Publisher through the Platform in respect of Validated Conversions, before any deduction of taxes, transfer charges or platform fees.
m) “Confidential Information” has the meaning given in Section 15.
n) “including” means “including without limitation”.
2 - SCOPE AND STRUCTURE OF THE AGREEMENT
a) This Agreement governs Advertiser's access to the Platform and to the Publishers participating in the Indoleads affiliate programme, and the promotion of Advertiser's Campaigns by those Publishers.
b) Each Campaign is governed by an Insertion Order. An Advertiser Brief becomes an Insertion Order when Advertiser signs it or returns it to Indoleads by email or through the Platform, and it takes effect on the date stated in it or, if no date is stated, on the date it is so signed or returned.
c) Where a Campaign is launched, amended, resumed or continued on the basis of instructions given by Advertiser in writing, including by email or through the Platform, those instructions form part of the applicable Insertion Order.
d) In the event of a conflict, the Insertion Order prevails over this Agreement in relation to the Campaign it governs, and this Agreement prevails in all other respects.
e) No purchase order, vendor portal terms, website terms or other document supplied by Advertiser shall modify this Agreement unless expressly accepted in writing by an authorised representative of Indoleads.
f) Indoleads acts as a limited agent of Advertiser solely for the purpose of procuring and administering the promotion of Campaigns by Publishers.
3 - ADVERTISER ACCOUNT
a) Advertiser must provide complete, current and accurate information when applying for or maintaining an Advertiser Account.
b) Advertiser is responsible for safeguarding its credentials and for all activity carried out under its Advertiser Account, whether authorised by Advertiser or not.
c) Advertiser must notify Indoleads without undue delay of any unauthorised use of, or access to, its Advertiser Account.
d) Indoleads may at any time require identity verification, company verification, beneficial ownership information, tax information, proof of address, licence or permit information, or other documentation reasonably required for compliance, security, fraud prevention, payment processing or risk management.
e) Indoleads may refuse, suspend or close an Advertiser Account where required for legal, regulatory, security, credit or fraud-prevention reasons.
4 - CAMPAIGNS AND PUBLISHER PARTICIPATION
a) Indoleads shall make the Campaign available to Publishers in accordance with the Insertion Order.
b) Indoleads does not guarantee any volume of traffic, number of Conversions, conversion rate, revenue, ranking, placement or delivery schedule, unless expressly stated in the Insertion Order.
c) Publishers are independent third parties. Indoleads is not liable for the acts or omissions of any Publisher, save as expressly provided in this Agreement.
d) Advertiser may approve or reject individual Publishers and may set traffic source, geography, device, incentive and brand-bidding restrictions in the Insertion Order. Restrictions take effect only once communicated to Indoleads in writing.
e) Advertiser shall respond to Publisher applications, creative approvals and campaign questions within a reasonable time.
f) Indoleads may pause or remove a Campaign where Advertiser is in breach of this Agreement, where the Campaign or its landing pages are unavailable, where tracking is not functioning, or where continued promotion would expose Indoleads or its Publishers to legal or reputational risk.
5 - CREATIVES AND ADVERTISING MATERIALS
a) Advertiser is responsible for the Creatives it supplies and for all claims, offers, prices and conditions presented in them or on its landing pages.
b) Advertiser grants Indoleads and its Publishers a non-exclusive, worldwide, royalty-free licence to host, display, reproduce and distribute the Creatives and Advertiser's trademarks solely for the purpose of promoting the Campaign during the term of the applicable Insertion Order.
c) Advertiser retains ownership of the Advertiser Creatives. Indoleads retains ownership of materials it prepares, excluding Advertiser's pre-existing intellectual property incorporated in them.
d) Indoleads may reject, omit, exclude or discontinue any Creative at any time where it considers that the Creative, the promoted products or the linked pages breach applicable law, this Agreement or Platform rules, or may bring Indoleads or its Publishers into disrepute.
e) Advertiser may request changes to, or withdrawal of, any Creative. Indoleads shall implement such requests as soon as reasonably practicable and in any event within three (3) business days of receipt.
f) Advertiser shall not materially change a landing page, offer, payout condition or validation rule without informing Indoleads in advance, so that Publishers can be notified.
6 - TRACKING, REPORTING AND ATTRIBUTION
a) Tracking shall be implemented as agreed in the Insertion Order, including tracking links, postbacks, pixels, parameters and any required identifiers.
b) Advertiser shall implement and maintain tracking correctly, shall not remove, block, overwrite or manipulate tracking parameters, and shall notify Indoleads promptly of any change to its website, checkout, application or attribution settings that may affect tracking.
c) Indoleads reporting shall be the primary record of clicks and Conversions unless the Insertion Order provides otherwise. Where Advertiser's system is agreed to be the source of record, Advertiser shall provide access to the relevant reports or export files.
d) Where tracking fails, is delayed or under-reports for reasons attributable to Advertiser, the parties shall reconcile the affected period in good faith on the basis of available data, and Advertiser shall pay for Conversions that would reasonably have been recorded.
e) Advertiser shall not apply cookie, parameter or attribution settings that systematically deprive Publishers of attribution for traffic they generated.
7 - TRAFFIC QUALITY, FRAUD AND INVALID TRAFFIC
a) Indoleads maintains zero tolerance for fraudulent and invalid traffic and operates detection, review and enforcement measures.
b) Advertiser shall notify Indoleads promptly where it suspects fraudulent, incentivised, misrepresented or otherwise invalid traffic, and shall provide the supporting data available to it, including identifiers, timestamps, order details and its own analysis.
c) Where a Publisher is found to have used or engaged in false, deceptive, misleading, obscene, defamatory, illegal, violent, hate-oriented or other content reasonably considered offensive by Advertiser, or a marketing method reasonably considered unacceptable, Advertiser shall notify Indoleads in writing with evidence of such activity. Upon receipt of such notice, the Publisher in question shall be suspended or removed from the Campaign within twenty-four (24) hours and commissions payable to that Publisher for the affected activity shall be forfeited.
d) Suspension or removal of a Publisher does not affect other Publishers or the Campaign as a whole, and this Agreement and the Campaign remain in full force.
e) Indoleads may withhold, reverse or refuse payouts to Publishers in cases of fraud or invalid traffic, and shall pass any corresponding credit to Advertiser where the related Fees have already been invoiced.
8 - VALIDATED CONVERSIONS AND REJECTION
a) Advertiser shall pay for all Conversions generated under a Campaign, except those it rejects in accordance with this Section.
b) Validation rules, hold periods, return windows and the period within which Advertiser may reject a Conversion are those set out in the applicable Insertion Order.
c) Advertiser shall reject a Conversion within that period, stating the reason for rejection. Where the Insertion Order states no such period, a Conversion not rejected within thirty (30) days of being recorded is deemed accepted.
d) A Conversion is not payable where both parties determine that it is not a Valid Action. Where the parties disagree, Section 23 applies.
e) A “Valid Action” means an action completed by an individual person that:
i) is not a computer-generated user, such as a robot, spider, script or other automated, artificial or fraudulent method designed to appear like a real person;
ii) in the case of a CPA Campaign, constitutes a valid sale that is not fraudulent, cancelled, charged back or otherwise nullified; and
iii) in the case of a lead-based Campaign, has submitted information meeting the criteria set out in the applicable Insertion Order.
f) Advertiser shall apply validation rules consistently and shall not reject Conversions on grounds not stated in the Insertion Order, for reasons of budget, or after the rejection period has expired.
g) Data relating to Conversions that Advertiser has neither accepted nor paid for remains Confidential Information of Indoleads. Advertiser shall not transfer, export, display, forward or otherwise use such data, shall not create derivative products from it, shall not publish it, and shall notify Indoleads without undue delay of any unauthorised use of or access to it. Upon acceptance and payment, Advertiser acquires the right to use the data relating to the paid Conversions.
9 - FEES, INVOICING AND PAYMENT
a) The payout rates and Fees for each Campaign are set out in the applicable Insertion Order.
b) Invoicing frequency, payment period, payment method and currency are those set out in the applicable Insertion Order. Where the Insertion Order states none, Indoleads invoices twice monthly and payment is due within thirty (30) days of the invoice date.
c) Payments shall be made in the currency and to the bank account or payment method stated on the invoice. Bank charges, intermediary fees and currency conversion costs are borne by Advertiser.
d) Where payment is not made when due, Indoleads may suspend or terminate the Campaign, this Agreement or any Insertion Order, and interest shall accrue on overdue amounts at one and a half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is lower.
e) Advertiser shall reimburse Indoleads for reasonable costs of collection of overdue amounts, including legal fees.
f) Advertiser shall raise any invoice query within ten (10) days of the invoice date. Amounts not queried within that period are deemed accepted. A query on part of an invoice does not postpone payment of the remainder.
g) Indoleads remains liable to pay Publishers for traffic delivered. Non-payment by Advertiser does not relieve Advertiser of liability for Conversions generated.
10 - TAXES
a) All Fees are exclusive of taxes, duties, levies and similar charges, which are payable by Advertiser in addition to the Fees where applicable.
b) Each party is responsible for its own taxes on its own income.
c) Where Advertiser is required by law to withhold any amount from a payment, it shall notify Indoleads in advance, pay such additional amounts as are necessary for Indoleads to receive the full invoiced sum where permitted by applicable law, and provide the corresponding withholding certificates.
d) Advertiser shall provide tax identification numbers, registration details and documentation reasonably requested by Indoleads.
11 - EMAIL, SMS, MESSAGING AND PUSH CAMPAIGNS
a) Where such promotional methods are permitted for a Campaign, they must be expressly allowed in the Insertion Order.
b) All such campaigns must comply with applicable law in each jurisdiction targeted, including consent, sender identification, record-keeping and opt-out requirements.
c) Advertiser shall supply a valid postal address and a functioning unsubscribe mechanism for use in email Creatives, and shall keep the unsubscribe mechanism operational for at least thirty (30) days after delivery.
d) Where Advertiser provides a suppression list, it shall be supplied in the agreed format and updated no less than daily. If Advertiser supplies no suppression list, Indoleads may conclude that none exists.
e) Suppression lists are Confidential Information and may be used only for the purpose of complying with applicable law.
f) Advertiser shall process unsubscribe requests notified to it within seven (7) days.
12 - LEGAL AND REGULATORY COMPLIANCE
a) Advertiser shall comply with all laws, regulations, codes and industry rules applicable to its products, services, advertising and Campaigns in each jurisdiction in which the Campaign is promoted, including consumer protection, advertising, marketing, unfair competition, product safety, financial services, gambling, pharmaceutical and licensing requirements.
b) Advertiser shall hold all licences, registrations, consents and permits required for its activities and for the promotion of its products.
c) Advertiser shall not, and shall not require Indoleads or any Publisher to, act in breach of applicable sanctions, export control or anti-money-laundering laws, and represents that neither it nor any person on whose behalf it acts is subject to such measures.
d) Advertiser shall not target advertising to persons under the age of eighteen (18).
e) Advertiser shall maintain a privacy policy that is accessible from its landing pages and that adequately informs end users about the collection, use and disclosure of their personal data.
13 - DATA PROTECTION AND PRIVACY
a) Each party shall comply with applicable data protection and privacy laws, including the Malaysian Personal Data Protection Act 2010 and, where applicable, the laws of the jurisdictions in which end users are located.
b) Each party acts as an independent controller in respect of the personal data it processes under this Agreement, unless the parties agree otherwise in writing.
c) Advertiser shall provide all notices and obtain all consents required for the collection and processing of end-user data in connection with the Campaign, including consents required for tracking technologies.
d) Neither party shall transfer special categories of personal data to the other without a prior written agreement.
e) Each party shall implement appropriate technical and organisational measures to protect personal data and shall notify the other party without undue delay of any personal data breach affecting data processed under this Agreement.
14 - INTELLECTUAL PROPERTY
a) Each party retains all rights in its own intellectual property. Nothing in this Agreement transfers ownership of any intellectual property.
b) The Platform, its tracking technology, reporting, interfaces, documentation and Indoleads trademarks remain the exclusive property of Indoleads.
c) Advertiser shall not copy, reverse engineer, decompile, scrape or create derivative works from the Platform, nor use it to build a competing service.
d) Advertiser may use Indoleads trademarks only as expressly permitted in writing, and shall cease such use upon termination.
15 - CONFIDENTIALITY
a) “Confidential Information” means non-public commercial, financial, technical or operational information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”), including business plans, pricing, payout rates, Publisher and Advertiser identities, statistics, technology, end-user data, the terms of any Insertion Order and any information marked or reasonably understood to be confidential.
b) The Receiving Party shall hold Confidential Information in confidence, use it solely for the purposes of this Agreement, and disclose it only to employees and professional advisers who need to know it and who are bound by confidentiality obligations no less protective than those set out here.
c) Confidential Information does not include information that is or becomes public through no breach by the Receiving Party, that was independently developed without use of the Confidential Information, or that was lawfully received from a third party without obligation of confidence.
d) Either party may disclose Confidential Information where required by law, regulation or a competent authority, having given the other party reasonable prior notice where lawful.
e) The parties agree that damages may not be an adequate remedy for breach of this Section and that injunctive relief may be sought without the requirement to post a bond.
16 - ADVERTISER REPRESENTATIONS AND WARRANTIES
Advertiser represents and warrants on a continuing basis that: a) it has the power and authority to enter into and perform this Agreement and each Insertion Order; b) the Creatives, their transmission, the promoted products and services, and any landing page linked from the Creatives comply with applicable law and do not infringe or misappropriate any third-party right, including copyright, patent, trademark, trade secret, privacy and publicity rights; c) it owns or has the rights necessary to permit the use of the Creatives and its trademarks by Indoleads and its Publishers as contemplated by this Agreement; d) it has a reasonable basis for all claims made in the Creatives and holds documentation substantiating them, and it shall honour all commitments made in the Creatives; e) the Creatives, promoted products and landing pages do not contain misrepresentations, defamatory content, violent, obscene or sexually suggestive content, or any virus, worm or other harmful code; f) it will not disable browser “back” functionality or use any technique that prevents end users from leaving its pages; and g) it will not install software on an end user's device without clear and conspicuous notice and express consent.
17 - SUSPENSION AND TERMINATION
a) Either party may terminate this Agreement or any Insertion Order at any time on two (2) business days' prior written notice, unless a longer term is stated in the Insertion Order.
b) Indoleads may suspend a Campaign, an Advertiser Account or this Agreement with immediate effect where Advertiser is in material breach, where payment is overdue, where required for legal, regulatory, security or fraud-prevention reasons, or where continued performance would expose Indoleads or its Publishers to material risk.
c) Upon termination or expiry: Advertiser shall pay all amounts due and all Conversions generated up to the effective date of termination, within thirty (30) days in accordance with Section 9; all licences granted under this Agreement cease; and each party shall return or destroy the other party's Confidential Information.
d) Traffic already delivered and Conversions already generated remain payable notwithstanding termination.
e) Provisions that by their nature are intended to survive termination shall survive, including provisions on payment, confidentiality, intellectual property, non-circumvention, indemnification, limitation of liability, disputes and governing law.
18 - NON-CIRCUMVENTION
a) Advertiser acknowledges that Indoleads has proprietary relationships with its Publishers.
b) During the term of this Agreement and for six (6) months following its termination or expiry, Advertiser shall not circumvent Indoleads' relationship with a Publisher, nor solicit, approach, recruit, contract with or obtain from such Publisher services similar to those provided under this Agreement, whether directly or through an intermediary, where Advertiser knows or should reasonably know of that relationship.
c) This Section does not apply where Advertiser can show that the Publisher provided such services to Advertiser before the date of the first Insertion Order between the parties.
d) Where it is established that Advertiser has breached this Section in relation to a Publisher, Indoleads shall be entitled to liquidated damages equal to twelve (12) times the average monthly Commission earned by that Publisher through the Platform during the twelve (12) months preceding the breach or, where the Publisher has been active for a shorter period, during the period of its activity.
e) The parties agree that damages may not be an adequate remedy for breach of this Section, and Indoleads shall be further entitled to injunctive relief without the requirement to post a bond and to any other remedy available at law or in equity.
19 - INDEMNIFICATION
a) Advertiser shall indemnify, defend and hold harmless Indoleads, its parent companies, subsidiaries, affiliates, Publishers, licensors, service providers and their respective directors, officers, employees and agents from and against any claims, demands, proceedings, investigations, liabilities, losses, damages, fines, penalties, costs and expenses, including reasonable legal fees, arising out of or relating to:
i) Advertiser's breach of this Agreement, any Insertion Order or any representation or warranty given in it;
ii) the Creatives, the promoted products or services, and Advertiser's websites, applications and landing pages;
iii) Advertiser's failure to pay for Conversions generated; or
iv) any claim that Indoleads is obliged to pay taxes in connection with Advertiser's participation.
b) Indoleads shall notify Advertiser of any claim for which indemnity is sought and shall allow Advertiser to participate in its defence at Advertiser's cost. No settlement affecting Indoleads' rights shall be made without Indoleads' prior written consent.
20 - DISCLAIMERS
a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, THE SERVICES, TRACKING, REPORTING AND ANY MATERIALS PROVIDED BY INDOLEADS ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY OR UNINTERRUPTED OPERATION.
b) INDOLEADS DOES NOT WARRANT ANY VOLUME OF TRAFFIC, NUMBER OF CONVERSIONS, CONVERSION RATE, QUALITY OF TRAFFIC, REVENUE OR DELIVERY SCHEDULE.
c) INDOLEADS IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF PUBLISHERS, SAVE AS EXPRESSLY PROVIDED IN THIS AGREEMENT.
21 - LIMITATION OF LIABILITY
a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
b) INDOLEADS' TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY ADVERTISER TO INDOLEADS UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
c) The limitations in this Section do not apply to Advertiser's payment obligations, to either party's indemnification obligations, to breach of confidentiality, to breach of Section 18, or to liability that cannot be limited under applicable law.
22 - FORCE MAJEURE
a) Neither party shall be liable for any failure, delay or interruption in performance caused by events beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, civil unrest, strikes, government action, changes in law, failures of telecommunications, hosting, payment or internet infrastructure, cyber-attacks and denial-of-service attacks.
b) This Section does not excuse any obligation to pay amounts already due.
23 - DISPUTES AND RECONCILIATION
a) Advertiser shall review statements, reports and invoices made available to it and raise any discrepancy within ten (10) days.
b) Disputes concerning Conversions, statistics or invoices shall first be addressed through reconciliation between the parties, and each party shall provide the data reasonably required for that purpose, including logs, identifiers, timestamps and order records.
c) Where reconciliation shows that Conversions were incorrectly rejected or under-reported, the corresponding amounts shall be invoiced and paid in the next invoicing cycle.
d) Where reconciliation shows that Conversions were incorrectly recorded or paid, Indoleads shall credit the corresponding amounts to Advertiser.
e) Section 28 applies to any dispute that cannot be resolved through reconciliation.
24 - MODIFICATIONS
a) Indoleads may modify this Agreement, Platform rules, procedures and programme conditions from time to time.
b) Changes may be communicated through the Platform, the Advertiser Account, the Indoleads website or by email to the address registered in the Advertiser Account.
c) Changes shall become effective thirty (30) days after they are communicated or published, unless another effective date is specified.
d) Changes required for legal compliance, security, fraud prevention or the protection of the Platform may take effect immediately.
e) Continued use of the Platform, or continued promotion of any Campaign, after a change becomes effective constitutes acceptance of the revised Agreement.
f) If Advertiser does not agree to a change, its sole remedy is to terminate this Agreement in accordance with Section 17 before the change takes effect. Insertion Orders already in force shall continue to be governed by the version of this Agreement in effect when they were signed or returned, until they expire or are terminated.
g) The commercial terms of an Insertion Order may be amended only by agreement of both parties.
25 - NOTICES AND ELECTRONIC COMMUNICATIONS
a) Advertiser consents to receiving notices and contractual communications electronically.
b) Indoleads may give notice by email, through the Platform, through the Advertiser Account or by publication on the Indoleads website.
c) Advertiser is responsible for maintaining a valid email address and for regularly reviewing communications and notices made available through the Platform.
d) A notice sent to the email address registered in the Advertiser Account is deemed received when sent, unless Indoleads receives a delivery failure notification.
e) Advertiser may send formal notices to Indoleads using the contact details designated for that purpose on the Indoleads website or Platform.
26 - ASSIGNMENT
a) Advertiser may not assign, transfer, novate or otherwise dispose of this Agreement or any Insertion Order without the prior written consent of Indoleads.
b) Either party may assign this Agreement to an acquirer of all or substantially all of its equity, business or assets, to a successor in interest by merger or reorganisation, or to an entity controlling, controlled by or under common control with it.
c) Indoleads may use subcontractors and service providers in the performance of its obligations and remains responsible for their performance.
27 - INDEPENDENT CONTRACTORS
a) The parties are independent contractors. Nothing in this Agreement creates a partnership, agency, employment, franchise or joint venture relationship, except for the limited agency described in Section 2(f).
b) Neither party may bind the other or incur obligations on its behalf.
28 - GOVERNING LAW AND DISPUTE RESOLUTION
a) This Agreement and any non-contractual obligations arising out of or relating to it shall be governed by the laws of Malaysia.
b) Any dispute, controversy or claim arising out of or relating to this Agreement, including its existence, validity, interpretation, performance, breach or termination, that cannot be resolved amicably shall be finally resolved by arbitration administered by the Asian International Arbitration Centre (Malaysia) (“AIAC”) in accordance with the AIAC Arbitration Rules in force at the time the arbitration is commenced.
c) The seat of arbitration shall be Kuala Lumpur, Malaysia.
d) The tribunal shall consist of one (1) arbitrator.
e) The language of the arbitration shall be English.
f) The arbitral award shall be final and binding on the parties.
g) Nothing in this Section prevents either party from seeking urgent interim or injunctive relief from a court of competent jurisdiction where necessary to protect confidential information, intellectual property, account security, or to prevent fraud or other immediate harm.
h) To the maximum extent permitted by applicable law, each party shall bring claims only in its individual capacity and not as a plaintiff, claimant or member in any purported class, collective, representative or consolidated proceeding.
29 - GENERAL PROVISIONS
a) This Agreement, together with the applicable Insertion Orders, constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements, whether written or oral.
b) No waiver of any breach constitutes a waiver of any other breach, and no waiver is effective unless made in writing by an authorised representative of the waiving party.
c) If any provision is held invalid, illegal or unenforceable, it shall be severed and replaced by a provision that most closely reflects the intention of the parties, and the remaining provisions shall remain in full force.
d) Headings are for convenience only and do not affect interpretation.
e) This Agreement may be executed and accepted electronically, and electronic records shall be admissible as evidence of its terms.
f) A person who is not a party to this Agreement has no right to enforce any of its terms.
30 - ACCEPTANCE
a) By signing or returning an Advertiser Brief, creating or using an Advertiser Account, launching a Campaign, receiving traffic generated through the Platform or paying an Indoleads invoice, Advertiser confirms that it has read, understood and accepted this Agreement.
b) If Advertiser does not agree to this Agreement, it must not use the Platform and must not launch or continue any Campaign.
c) This Agreement was last revised on 21 September 2026.