TERMS AND CONDITIONS
- THIS AGREEMENT
This Agreement has the effect to legally bind the individual or entity which is named under a given Account (“Advertiser”, “User”) and Tractive Sdn Bhd, with principal business location at A-2-28, Jalan PJU 1/43 Aman Suria, 47301 Petaling Jaya (“SNIPEADS”). You and SNIPEADS shall be collectively referred to herein as the “Parties.” The Parties agree that the terms of this Agreement shall be binding on the Parties. This Agreement shall supersede all prior or contemporaneous proposals, agreements, or communications, whether written or oral. These Terms and Conditions prevail over any of Advertiser’s general terms and conditions regardless of whether or when Advertiser has submitted its request for proposal, order or such terms.
User must carefully read and agree to the following terms prior to making any use of SNIPEADS services. By registering an Account on SNIPEADS Apps, Website or other Services, the User accepts and agrees to the provisions detailed below and regulating the content and the operation of SNIPEADS services.
- ADVERTISING ON SNIPEADS
SNIPEADS provides advertising services through its Online Ad Buying Platform (“Website”, “Platform”) into the Digital Screens that which are located indoor and outdoor in different locations.
- Advertiser Materials – Advertiser shall provide to SNIPEADS the advertising content (“Advertisement(s)”) and all other reasonably necessary materials (including the Advertisements, collectively the “Advertiser Materials”) in accordance with SNIPEADS’s editorial, graphic, technical, or production criteria (the “Specifications”). SNIPEADS shall have no liability with respect to the Advertiser Materials or for delays or failures attributable to Advertiser’s failure to timely perform such obligations. SNIPEADS shall provide a final copy of an Advertisement and obtain prior written consent from Advertiser before publication (“Publication”) of the Advertisements.
- Abiding with the Malaysian Code of Advertising Practice – All advertisers are required to abide by the Malaysian Code of Advertising Practice, which among other things include:
- All advertisements should be legal, decent, honest, and truthful.
- Advertisements must project the Malaysian culture and identity, reflect the multiracial character of the population, and advocate the philosophy of RUKUN NEGARA.
- Advertisements must not identify or typecast each particular racial group or sex with vocations, traditional values, and backgrounds.
- Advertisements must comply in every respect with the law, common or statute.
- All advertisements should be prepared with a sense of responsibility to consumers and to society.
- All advertisements should conform to the principles of fair competition as generally accepted in business.
- No advertisements shall bring advertising into disrepute or reduce confidence in advertising as a service to the industry and to the public.
- Advertisements must be clearly distinguishable as such.
- Prohibited Contents – following types of contents are prohibited to be advertised:
- Contents containing harmful and potentially harmful substances;
- Content that are unethical and immoral;
- Contents that provoke public anger;
- Contents that are false and misleading;
- Drug advertisements not approved by the Ministry of Health Malaysia;
- Contents that are pornographic, vulgar and violent;
- Alcoholic beverages and cigarette;
- Contents that are provocative of religion, race, ethnicity, and nationality;
- Pork ads, pork products, and publications;
- Ads related to explosives or dangerous substances: Examples of Fireworks.
- Approval – All Advertisements are subject to SNIPEADS’s approval. Subject to the Terms and Conditions of this Agreement, SNIPEADS may reject or cancel for any reason at any time any Advertisement without liability, even if previously acknowledged or accepted. SNIPEADS has no obligation to make any modifications to an Advertisement after the parties have finalized an Advertisement to be displayed on SNIPEADS’s Digital Screens.
- Under-delivery – SNIPEADS will monitor the delivery of the Advertisements and will notify Advertiser either electronically or in writing as soon as possible if SNIPEADS believes that an under-delivery is likely. In the case of a probable or actual under-delivery, Advertiser and SNIPEADS revise the Campaign in good faith based on any actual or anticipated under-delivery.
- Over-delivery – SNIPEADS may give bonus as many ad units as SNIPEADS chooses unless otherwise indicated on the Campaign. Advertiser will not be charged by SNIPEADS for any additional impressions above any level guaranteed on the Campaign.
- Proof of Play – SNIPEADS’s Reports page on the Website will provide Advertiser with a performance report within a reasonable time of delivery of all Advertisements. The Performance Report may be also sent automatically to Advertiser email. It is the obligation of Advertiser to produce their own reports.
- USER’S OBLIGATIONS
The Platform and its content may be used solely to the extent provided in the present Agreement. You shall not use the Website for any purpose other than as set forth in this Agreement. You shall not misuse the Website in any manner whatsoever. Without limiting the foregoing, User agrees not to access or use the Website:
- for any purpose other than to buy Advertising Space on Digital Screen or plan the purchase of Advertising Space through the Website.
- in such manner which could damage, interrupt its services, overload, or otherwise compromise the proper use of the Website;
- to disrupt the security or otherwise make abusive use of the Website, nor of any of its services, resources, servers and networks nor of any of its affiliated or related websites;
- to disturb the use or the full enjoyment of Third Parties from using the Website or any of its affiliated or related websites;
- to download, post, display, or otherwise transmit onto the Website any virus or other file or computer program which might be damaging, harmful or disruptive;
- to make the use of a robot, automatic software or of any manual process in order to control or to copy of any of the Website’s content, except as expressly contemplated herein;
- to transmit through the Website emails, chain letters, spam or other type of non-solicited communications;
- to use SNIPEADS’s or any third party’s trademarks, marketing materials or other intellectual property rights or content except as specifically set forth herein;
- reverse engineer, decompile or disassemble the Website, the App or any components thereof or create any derivative works of the same;
- use the Website or App in a manner that violates any applicable governmental laws, rules or regulations, any intellectual property rights of any third party, any third party’s privacy rights, or any policies;
- to try to obtain non-authorized access to the Website or to certain portions of the Website to which the access is limited. Moreover, the User agrees that it alone is responsible for any and all actions and communication undertaken or transmitted, in its name or on its behalf, and agrees to fully respect and abide to any and all applicable legislation regarding its use and activities related to the Website.;
- to use your Account in any means which is intended to result in complaints, claims, fees, fines, penalties or any other liability to SNIPEADS;
- to copy, license, sublicense, sell, resell, rent, lease, transfer, assign, distribute or otherwise commercially exploit or make available the Website, the App or any components thereof;
- to use any anonymising proxy to access the Website;
- to use a credit card to make a payment to your Account which is not authorized by said credit card holder;
- to act in any way that could disable, over-burden or impair SNIPEADS’s servers or the proper operation of the Website; and
- to use the Website with the intent to gain competitive intelligence or to perform market research for the purpose of creating a product or service similar in nature or design to the Website.
- CANCELLATION AND REFUND
Unless designated on the Campaign as non-cancellable, Advertiser may cancel the entire Campaign, or any portion thereof, with 30 days’ prior written notice to SNIPEADS, without penalty, for any guaranteed Advertisement. The balance of the Campaign will be automatically transferred to SNIPEADS platforms credits, that can be utilized to pay for new Campaigns. In the event customer wants to get cash refund, customer has to email firstname.lastname@example.org with the details of the user & campaign. SNIPEADS will process cash refunds within 30 days from receiving the email.
All the media content has to be uploaded to the system 5 days before the Campaign can be published, in the event Advertiser misses the upload deadline, SNIPEADS will not be making any refunds.
- License to SNIPEADS – Advertiser hereby grants to SNIPEADS a non-exclusive right and license to display, transmit, and distribute the Advertisements and Advertiser Materials, including any underlying third-party rights included therein, on the Digital Screen in connection with the Advertising Publication. SNIPEADS and any applicable third parties may make technical modifications (including resizing) as necessary to conform the Advertiser Materials to the Specifications. Advertiser grants to SNIPEADS the right to use Advertiser’s name and/or logo in marketing materials to identify Advertiser as an advertiser with SNIPEADS.
- Reports – SNIPEADS hereby grants to Advertiser a non-exclusive, non-sublicensable, non-transferable, royalty-free, revocable right and license to use and access all data related to the performance of the Publication of Advertisements, including, without limitation, any reports, case studies, results or information created, compiled, analysed or derived from such data (the “Ad Metrics”), solely for Advertiser’s internal purposes. All goodwill associated with the Ad Metrics will inure to the benefit of SNIPEADS.
- Ownership – Notwithstanding any other provision herein to the contrary, (i) Advertiser retains all intellectual property rights in and to the Advertiser Materials and (ii) all intellectual property rights in or to the Digital Screen, the software and technology related thereto, the content contained therein, (including, without limitation, the Reports), SNIPEADS’s Confidential Information, any other written information provided by SNIPEADS and any customized content, including, without limitation, graphics or other media (collectively, “SNIPEADS IP”) are and will remain the exclusive property of SNIPEADS or its licensors, whether or not specifically recognized or perfected under the laws of the jurisdiction in which the SNIPEADS IP is used or licensed. Advertiser will not take any action that jeopardizes SNIPEADS’s or its licensors’ proprietary rights, or attempt to acquire any right, in the SNIPEADS IP. All rights not expressly granted to Advertiser with respect to the SNIPEADS IP are reserved by SNIPEADS and its third-party licensors.
- PAYMENT TERMS AND CONDITIONS
- For prepaid Advertisers, the service is provided in upfront payment basis. Prepaid Advertisers must complete payment before their Campaigns can go live. Each Advertiser can use Billing page of the Website to print their own invoices. On the completion of the payment the Platform will also send invoice copy to Advertiser’s e-mail.
- For post-paid Advertisers or Agencies, which SNIPEADS has absolute discretion which advertisers to register as such, the initial invoice will be sent by SNIPEADS upon completion of the first month’s delivery, or within thirty (30) days of completion of the Campaign, whichever is earlier. Invoices will be sent to Client’s billing address as set forth on the account profile. SNIPEADS will invoice Advertiser for the services provided on a calendar-month basis with the net cost based on actual delivery, flat-fee, or based on prorated distribution of delivery over the term of the Campaign.
- Except for any taxes due in connection with SNIPEADS’s income derived from this Agreement, Advertiser shall be solely responsible for any and all taxes that may become due in connection with this Agreement.
- Advertiser, including its agency, are jointly and severally obligated to pay all amounts due by the invoice date, and they shall remain liable therefor until SNIPEADS receives payment in full. Payment by Advertiser to its agency does not constitute payment to SNIPEADS.
- SNIPEADS may assess interest at the rate of 1.5% per month (or at the highest rate permitted by law, if less) on the principle amount of any overdue balance. Advertiser shall be responsible for all reasonable expenses (including attorneys’ fees) incurred by SNIPEADS in the collection of any such overdue payments.
- All payments on SNIPEADS Platform shall be in Ringgit Malaysia (RM).
- As used herein, “Confidential Information” means all confidential and proprietary information of a party (the “Disclosing Party”) disclosed to the other party (the “Receiving Party”) that (i) if disclosed orally is designated as confidential at the time of disclosure, (ii) if disclosed in writing is marked as “Confidential” and/or “Proprietary”, or (iii) reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including, without limitation, this Agreement (including, without limitation, the pricing and other terms reflected in the Campaign), the Advertising Publication, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include any information that: (1) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party known to the Receiving Party; (2) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any confidentiality obligation; (3) was independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information; (4) is received from a third party without breach of any confidentiality obligation known to the Receiving Party; or (5) any information contained in Ad Metrics.
- The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written consent, and shall use the same degree of care to protect the Confidential Information as it uses to protect its own information of a confidential and proprietary nature, but in no event less than a reasonable degree of care. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to those of its employees and contractors who need to know such information for purposes of performing the Receiving Party’s obligations under this Agreement if the Receiving Party certifies that such employees and contractors have agreed, either as a condition of employment or in order to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those in this Agreement.
- If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s request and cost, if the Disclosing Party wishes to contest the disclosure.
- If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of the confidentiality obligations hereunder, the Disclosing Party shall have the right, in addition to any other remedy available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedy is inadequate.
- DISCLAIMER OF WARRANTIES
EXCEPT AS EXPRESSLY SET FORTH HEREIN, SNIPEADS PROVIDES ALL AD PLACEMENTS “AS IS” AND “AS AVAILABLE” AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER WRITTEN OR ORAL, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. SNIPEADS DOES NOT GUARANTEE CONTINUOUS OR UNINTERRUPTED AD PLACEMENT, ANY NUMBER OF LEADS, OR ANY OTHER MEASURE OF PERFORMANCE OR SUCCESS.
Nothing in this Agreement shall be construed to permit Advertiser to independently engage in any third-party ad serving or tracking, or otherwise gather data from or in connection with, the Digital Screen and Publication of any Advertisement. SNIPEADS’s acceptance of an Advertisement for Publication does not constitute an endorsement of the product or service that is the subject of the Advertisement or offered or provided by Advertiser.
- Advertiser shall indemnify, defend, and hold harmless SNIPEADS and its licensors, and each of their respective employees, officers, directors, and affiliates, from and against any and all claims, actions, suits, judgments, penalties, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) incurred by any of them arising out of a claim by a third party alleged to have resulted from (i) any Advertisements or Advertiser Materials and any content submitted by Advertiser to SNIPEADS pursuant to this Agreement (including any claim that any Advertisements or Advertiser Material infringes any trademark, copyright, or right of privacy); (ii) Advertiser’s breach or violation of this Agreement, (iii) Advertiser’s provision or offering of any services or products to any third party resulting directly or indirectly from the Publication of an Advertisement (iv) Advertiser’s failure to comply with applicable laws; or (v) Advertiser’s gross negligence, wilful or intentional misconduct, or fraud.
- SNIPEADS shall indemnify, defend, and hold harmless Advertiser from and against any and all claims, actions, suits, judgments, penalties, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) incurred by Advertiser arising out of a claim by a third party alleged to have resulted from (i) SNIPEADS’s failure to comply with applicable law, or (ii) SNIPEADS’s gross negligence, wilful or intentional misconduct, or fraud.
- An indemnified party shall (i) provide the indemnifying party with prompt written notice of any claim, (ii) grant control of the defense, investigation and settlement thereof, and (iii) provide all reasonable assistance therewith. The indemnified party may participate in the investigation, trial, defense, and settlement of such claim and any appeal arising therefrom, through its attorneys or otherwise, at its own cost and expense. Notwithstanding the foregoing, no settlement of a claim that involves a remedy other than the payment of money by the indemnifying party shall be entered into without the consent of the indemnified party, which consent will not be unreasonably withheld or delayed, unless the settlement includes an unconditional general release of the indemnified party.
- LIMITATION OF LIABILITY
EXCEPT FOR THIRD PARTY CLAIMS WITHIN THE SCOPE OF ADVERTISER’S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING FROM THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, BUSINESS, PROFITS, OR GOODWILL. THE FOREGOING SHALL APPLY REGARDLESS OF THE LEGAL THEORIES AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR EACH PARTY’S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY TO THE OTHER PARTY FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE NET AMOUNT PAID OR PAYABLE TO SNIPEADS BY PARTNER PURSUANT TO THIS AGREEMENT.
Advertiser is under no obligation to provide any suggestion, idea, enhancement request, feedback, recommendation, or other information about any services offered or provided by SNIPEADS (“Feedback”). Advertiser hereby assigns to SNIPEADS all right, title, and interest (including, without limitation, intellectual property rights) in and to any Feedback that Advertiser provides to SNIPEADS and any modifications or derivative works thereof; provided, however, that the foregoing shall not apply to Advertiser Materials or any modifications or derivative works thereof, as provided in Section 2 (c). If such assignment cannot be effectuated, Advertiser hereby grants to SNIPEADS a royalty-free, worldwide, perpetual license to use or incorporate any Feedback into any service offered or provided by SNIPEADS.
- No Agency – The relationship between the parties is that of independent contractors and no employment, agency, partnership, or joint venture is created hereunder.
- Governing Law & Jurisdiction – This Agreement all disputes arising out of or related to this Agreement or the Advertising Publication shall be governed by the laws of Malaysia. Any legal action or proceeding relating to this Agreement shall be brought exclusively in the state or federal courts located in Malaysia and each party consents to the jurisdiction thereof.
- Notices – All notices in connection with this Agreement must be in writing and will be deemed given upon receipt by the party to whom the notice is directed. Notices shall be addressed to (i) Advertiser using the electronic or mailing address set forth in the applicable Campaign, and (ii) SNIPEADS using the following electronic or mailing address:
SNIPEADS Sdn Bhd
Attention: Tractive Finance Department
A-2-28, Jalan PJU 1/43, Aman Suri, 47301 Petaling Jaya, Selangor Malaysia
- Assignment – Advertiser may not assign its rights or obligations under this Agreement without the prior written consent of SNIPEADS. Any purported assignment in violation of the foregoing will be void. This Agreement is binding upon and will inure to the benefit of the parties hereto and their respective successors and permitted assigns.
- Third Party Beneficiaries – This Agreement is entered into solely between, and made for the sole benefit of, SNIPEADS and Advertiser, and, subject to the indemnification obligations and the limitations of liability herein, this Agreement will not be deemed to create any obligations, remedies, or liabilities of a party to any third party (including, without limitation, any Customer). No third party shall have the right to make any claim or assert any right under this Agreement, and no third party shall be deemed a beneficiary of this Agreement.
- Force Majeure – Neither party shall be considered in breach of this Agreement by reason of any failure or delay in its performance hereunder if such failure is due to causes beyond its reasonable control, including, without limitation, acts of the other party, failure of facilities, act of God, delays in transportation, inability beyond its reasonable control to obtain necessary labor or materials, or events such as fires, floods, earthquakes, storms, war, act of public enemy, civil commotions, and the like or by any law, rule, regulation, order, or other action by any public authority, whether existing or in effect prior to or after the date of this Agreement.
- Headings – The section headings contained in this Agreement are for convenience only and shall not be considered in its interpretation.
- Amendments; Waiver. No amendment to, or waiver of, any provision of this Agreement will be effective unless in writing and signed by both parties. The failure of either party to enforce its rights under this Agreement at any time for any period of time will not be construed as a waiver of such rights.
- Severability – If any provision of this Agreement is held to be invalid, illegal, or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that the remaining provisions shall otherwise remain in full force and effect and enforceable.
- Counterparts – This Agreement may be executed in separate counterparts, each of which will be an original, but all of which will together constitute one instrument. This Agreement may be signed by the parties exchanging electronically signed signature pages via facsimile transmission or any other method that indicates an intention to be bound by these terms.
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