General Terms of Use - Updated as at 20th December 2018 ================================ TERMS OF USE ================================ Access to and use of https://app.involve.asia/advertiser ("The Service") is provided by Involve Asia ("we" or "us" or “our”) on the following terms:- By using The Service, the Advertiser (“you” or “your”) agree to be bound by these terms, which shall take effect immediately on your first use of The Service. If you do not agree to be bound by any of the terms in this Agreement or any terms of The Service, please do not access, use and/or contribute to The Service. We may update or amend these terms from time to time and it is your responsibility to check the terms regularly at https://app.involve.asia/advertiser/terms. Your continued use of The Service will be deemed acceptance of the updated or amended terms. If you do not agree to the changes, you should cease using The Service. If there is any conflict between these terms and specific local terms appearing elsewhere on The Service (including house rules) then the latter shall prevail. ================================ Use of The Service ================================ You agree to use The Service only as permitted by law, and in a way that does not infringe the rights of, restrict or inhibit the use and enjoyment of The Service by anyone else. In the event you are using The Service pursuant to the Pro-Plan Program, then you agree to be bound by the additional terms which can be found at https://app.involve.asia/advertiser/terms. If you do not accept either terms of use depending on your membership level, please do not continue to use The Service. ================================ Registration Data ================================ In consideration for your use of The Service, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on The Service ("Registration Data"); and (b) maintain and promptly update the Registration Data, and any other information you provide to us, to keep it accurate, current and complete. In addition, if you are registering on The Service as a business entity, you represent that you have the legal authority tp accept the terms of this Agreement and all other relevant terms of the Service on behalf of that entity and as such “you” or “your” shall mean that entity. ================================ Account Security ================================ You would require an account to sign up for the program offered by Involve Asia. In respect of this, you shall maintain the security and confidentiality of your password and identification and we will not be liable for any loss or damage arising from your failure to do the same. You are fully responsible for the use of and any activity that happens on account or through your account. ================================ Assignment ================================ We may assign or transfer this Agreement and any of our rights or obligations under these terms for any reason, at any time, to another party without restrictions by, notice to or consent from you. In respect of this, you agree to fully co-operate with us in the event of such assignment or transfer. ================================ Independent Contractor ================================ The relationship between you and Involve Asia is purely contractual based on this Agreement and nothing in this Agreement shall confer upon either party any authority to obligate or bind the other in any respect or cause either party to have a fiduciary relationship to the other. Neither party shall have any right, power or authority to assume, create or incur any expense, liability or obligation, express or implied, on behalf of the other. All right and remedies of the Parties to this Agreement are set out exhaustively in this terms and conditions herein. The Parties shall not have any other rights, obligations and liabilities whatsoever beyond the terms and conditions herein. ================================ Intellectual Property ================================ All intellectual property rights (including but not limited to any (i) copyright, trademarks, design, patents; (ii) names, images and logos identifying Involve Asia, third parties and the products and services of the third parties) in and on The Service and all content (including but not limited to all applications and software) located and/or found on The Service (whether registered an unregistered) (“Intellectual Property”) shall remain (i) exclusively vested in; and (ii) all Intellectual Property Rights are reserved by, us and/or the content’s licensors. Nothing in this Agreement shall. Nothing contained in these terms shall (i) be construed as conferring any licence or right to you to use any Intellectual Property; and (ii) serve to transfer any Intellectual Property Rights to you. You may not copy, reproduce, republish, disassemble, decompile, reverse engineer, download, post, broadcast, transmit, make available to the public, or otherwise use The Service content. All use of content of The Service requires our prior written permission. ================================ Disclaimers and Limitation of Liability ================================ We are not responsible for any and all (i) content posted by members of the public on The Service; or (ii) content of any third-party sites that are accessible through The Service. Any links whatsoever to any third-party website(s) from The Service do not amount to any endorsement of that website by us. For the avoidance of doubt, the content(s) and/or links made available by the third-party(ies) are the sole responsibility of those third-party(ies). Notwithstanding that we may remove or refuse such content(s) and/or link(s) to be displayed on The Service, any use of such content(s) and/or access to any third party link(s) is solely at your own risk. The Service content including, but not limited to, the information, names, images, pictures, logos and icons regarding or relating to us, our products and/or services (or to third party products and services), is provided "AS IS" and on an "AS AVAILABLE" basis and to the extent permitted by law, we make no (and hereby disclaim and negate any and all) representations and warranties whatsoever (whether expressed or implied by law), including the implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy with respect to The Service. We do not guarantee the timeliness, completeness or performance of The Service or any of the content therein. While we try to ensure that all content provided by us is correct at the time of publication, no responsibility is accepted by or on our behalf for any errors, omissions or inaccurate content on The Service. We shall not be liable to any party using The Service for any of the following losses or damage (whether such damage or losses were foreseen, foreseeable, known or otherwise): (a) loss of data; (b) loss of revenue or anticipated profits; (c) loss of business; (d) loss of opportunity; (e) loss of goodwill or injury to reputation; (f) losses suffered by third parties; and/or (g) any punitive, direct, incidental, indirect, consequential, special or exemplary damages arising from the use of The Service regardless of the form of action. We do not warrant that functions available on The Service will be uninterrupted or error free, that defects will be corrected, or that The Service or the server that makes it available are free of viruses or bugs. You acknowledge that it is your responsibility to implement sufficient procedures and virus checks (including anti-virus and other security checks) to satisfy your requirements for the accuracy of data input and output. This limitation of liability shall apply to the maximum extent permitted by law. ================================ Termination ================================ We may terminate your membership, delete your profile and any content or information that you have posted through The Service and/or prohibit you from using or accessing The Service (or any portion, aspect or feature of the Service) any time at our sole discretion, with or without notice (i) for any reason, including but not limited to when you have violated the terms of this Agreement and/or any other terms of The Service; or (ii) for no reason whatsoever. ================================ Severability ================================ If any of these terms are rendered illegal, invalid or otherwise unenforceable by reason of the laws of any state or country in which these terms are intended to be effective, then to the extent and within the jurisdiction in which that term is illegal, invalid or unenforceable, it shall be severed and deleted from these terms and the remaining terms shall survive and continue to be binding and enforceable. ================================ Waiver ================================ The failure, non-exercise of or delay of Involve Asia to exercise or enforce any right or power in these terms does not operate as a waiver of our right or power to enforce such right. A power or right may only be waived in writing, signed by the party to be bound by the waiver. ================================ Governing Law ================================ These Terms of Use shall be governed by and construed in accordance with the laws of Malaysia. ================================ Campaign ================================ (i) Offer description (a) The offer description refers to the Advertiser's campaign information which includes the terms and conditions to be accepted by affiliates when the Advertiser promote the said offer on Involve Asia Platform. (b) The Advertiser is responsible to approve the offer description before it is displayed live on Involve Asia Platform. (c) All conversions and transactions taken place and tracked by Involve Asia are commissionable unless the Advertiser update the offer descriptions to include new clause(s). Such new clause will take effect after seven (7) business days from the change to the offer description. (d) For avoidance of doubt, conversions captured are commissionable within the rules of the Advertiser's programs as stated in the offer description and any changes made at a later date will not affect the commissionable actions that have taken place prior to the latest date change to the offer description. (ii) Termination/Pause of Campaign (a) The Advertiser shall provide at least thirty (30) calendar days written notice to terminate a campaign. (b) In the event the Advertiser does not provide any termination notice for the specific campaign and the said campaign fails to redirect to the correct link, all campaigns will be immediately paused without notice. (c) The Advertiser is obliged to send a campaign pause notice or any changes implementation in respect of current/running campaigns seven (7) calendar days prior to its coming into force. ================================ General ================================ (i) The Advertiser shall provide at least thirty (30) calendar days written notice in the event the Advertiser intends to alter the Terms. (ii) The Advertiser agrees that it takes complete responsibility to pay Involve Asia for every post back that is fired towards Involve Asia with the exception that the publisher involves in fraudulent promotional methods being proven by the advertiser or in the case pre-agreed KPIs are not met. (iii) The Advertiser agrees that Involve Asia is in no way responsible for the functioning of the attribution system chosen by The Advertiser. (iv) Any complaint for a particular campaign will not suspend previous/ongoing payments for other campaigns. ================================ Advertiser under Pro Plan Subscription (Updated as at 20th December 2018) ================================ Terms of Use ================================ Involve Asia Technologies Sdn. Bhd., a Malaysian private limited liability company (“IA” or “our”). provides a subscription service that allows our advertiser (“Advertiser”, “you” or “your”) to have access over our IA Affiliate Platform (“IA Service”, “our Service” or “the Service”). By using the Service, you agree that you have read, accepted and agreed with the terms of this Terms of Use, the Privacy Policy and all supplemental terms provided to you for the Service (collectively “Terms”). These Terms govern your use of our service. 1. Subscription Fee 1.1 IA shall charge a monthly subscription fee for IA Service at the applicable rate indicated in the Advertiser Agreement, subject to any tax(es), if any. 1.2 You shall pay and continue to pay the Subscription Fee as and when due and payable by you. 2. Period of Terms of Use 2.1 Terms of Use Period 2.1.1 This Terms of Use shall take effect upon IA receiving the first of payment of Subscription Fee (“Effective Date”) and shall continue to be in force until this Terms of Use is terminated in accordance with the terms and conditions of this Terms of Use. 2.2 Integration Period 2.2.1 The system integration shall be completed within five (5) business days from the Effective Date. 2.3 Commencement of the Service 2.3.1 The Commencement of the Service shall take effect after five (5) business days from the Effective Date and shall continue to be in force until this Terms of Use is terminated in accordance with the terms and conditions of this Terms of Use. 2.3.2 The Commencement of the Service date will commence from the next business day after the completion of the system integration in the event the system integration takes more than five (5) business days provided that the delay in the system integration is purely caused by IA. 3. Minimum Subscription Period 3.1 Your subscription to IA Service will be for a period of not less than six (6) months effective from the Commencement of the Service date (“Minimum Subscription Period”). 3.2 This Terms of Use shall automatically be renewed on a monthly basis after the Minimum Subscription Period and shall remain in full force and effect until (i) your subscription is cancelled according to paragraph 4.4; or (ii) IA Service is suspended or terminated by IA in accordance with paragraph 5. 4. Billings 4.1 Invoicing 4.1.1 In the event you opt for payment by credit card, your credit card will automatically be billed the minimum monthly Subscription Fee including all applicable tax and charges on a monthly basis. In respect of this, a tax invoice will be issued after payment have been received from your credit card. 4.1.2 In the event you opt for payment by bank transfer, IA shall issue a tax invoice for the agreed minimum monthly Subscription Fee including all applicable tax and charges five (5) business days before such fee is due and payable. Payment of the amount in the tax invoice shall be due and payable on the date specified in the tax invoice. 4.1.3 Notwithstanding anything to the contrary, you acknowledge and agree that all Subscription Fees due and payable shall not be waived, absolved or diminished by virtue of your failure or neglect to check, enquire, understand and ascertain the nature of the Service. 4.1.4 You further acknowledge that it shall be your responsibility to request from IA the tax invoice(s) you have not received for any given Billing Cycle (as defined below). 4.1.5 If you fail to pay the amount specified in the tax invoice by the due date specified in the tax invoice, you agree that IA shall impose a late payment charge for all amount due but unpaid at the rate of 2% per month until full settlement of such payment. Any payment due and unpaid including the late payment charge will be computed in the next tax invoice issued by IA to you and all such computation shall be conclusive and non-disputable by you. 4.2 Billing Cycle 4.2.1 The Subscription Fee for the Service and any other charges you may incur in connection with your use of the Service including, but not limited to, any applicable taxes and possible transaction fees will be charged on a monthly basis on the calendar day corresponding to the Commencement of the Service. 4.3 Outstanding Amount 4.3.1 You remain responsible for any uncollected amounts. 4.4 Bank Charges 4.4.1 All payments made to IA shall be free and clear from all bank and service charges, and without deduction, set off or counter claim and IA shall receive payment in accordance to paragraph 4.1 above. 4.5 Disputed Tax Invoice 4.5.1 In the event you, in good faith, dispute the accuracy of the amount specified in the tax invoice addressed to you (for purpose of paragraph 4.5, “Original Tax Invoice”), you shall:- (a) pay all amount in the tax invoice which are not in dispute by the specified due date in the Original Tax Invoice; and (b) within thirty (30) days from the date of the Original Tax Invoice, and shall specify the disputed amount (for purpose of paragraph 4.5, “Disputed Amount”), the reason(s) for the Disputed Amount and provide all relevant documents to support the reason(s) for the Disputed Amount. 4.5.2 In respect of paragraph 4.5.1 above, IA shall:- (a) Issue a revised tax invoice of the Original Tax Invoice reflecting the Undisputed Amount; and (b) promptly investigate the Disputed Amount upon receiving all relevant documents pursuant to paragraph 4.5.1(b) above. In respect of this:- (i) IA shall issue a Tax Invoice to you in respect of the remaining amount due and payable in the event IA accepts your reason of the Disputed Amount. The Advertiser shall pay the amount in the tax invoice within seven (7) calendar **business** days from the date of such tax invoice; OR (ii) Parties agree to use all reasonable effort and co-operation to promptly resolve the Disputed Amount within *** (***) days from the date the Advertiser receives notification from IA that IA does not accept the reason of the Disputed Amount. 4.6 Changes to the Price and Service Plans 4.6.1 IA may from time to time make any changes to our Service plans and the price of our Service. IA shall notify you no earlier than thirty (30) days before the changes in the Service take effect. In respect of this, any price changes or changes to our Service plans will only apply on your next renewal. 5. Cancellation 5.1 You may cancel your subscription at any time after the Minimum Subscription Period. You will have access to the IA Service until the end of your monthly Billing Cycle. 5.2 To the extent permitted by the applicable law, payments which have already been made are non-refundable. 5.3 To cancel your subscription, please email your written notice to ia_billing@involve.asia. If you cancel your subscription, your account will automatically be closed at the end of your current Billing Cycle. 6. Termination or Suspension 6.1 IA reserves the right to suspend or terminate the Service and this Terms of Use with you if:- 6.1.1 You have breached this Terms of Use and/or any applicable Terms; 6.1.2 Payment or any tax invoice remains unpaid or outstanding by the Advertiser to IA including any payments that the Advertiser withhold and/or persistent or repeated failure by the Advertiser to make payments on the due date specified in the tax invoice(s) issued to the Advertiser; 6.1.3 A force majeure event occurs; and/or 6.1.4 You use the Service for improper purposes or for damaging our IA Affiliate Platform. 6.2 If the Service is suspended or terminated, you must still pay all outstanding amount due and payable to IA. 7. Obligations of the Advertiser 7.1 The Advertiser hereby agrees, covenants and undertakes with IA that the Advertiser shall:- 7.1.1 comply with this Terms of Use and Terms in its entirety; 7.1.2 comply with all applicable laws of Malaysia; 7.1.3 comply with all instructions issued by IA; 7.1.4 promptly pay all payment due and payable by you to IA in full; and 7.1.5 not disclose your Log-On Details to others. 8. Warranties and limitations on liability 8.1 The Service is provided "as is" and without warranty or condition. IA does not warrant that the Service will be uninterrupted or error-free. 8.2 IA makes NO (AND HEREBY DISCLAIMS AND NEGATS ANY AND ALL) WARRANTIES OR REPRESENTATIONS WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE. IN NO EVENT WILL THE COMPANY OR ANY OF ITS AFFILIATES BE LIABLE TO ANY OF THE PERSONS RECEIVING ANY SERVICES OR TO ANY OTHER PERSON FOR ANY EXEMPLARY, PUNITIVE, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES RESULTING FROM ANY ERROR IN THE PERFORMANCE OF THE SERVICE, REGARDLESS OF WHETHER THE PERSON PROVIDING SUCH SERVICE, ITS AFFILIATES OR OTHERS MAY BE WHOLLY, CONCURRENTLY, PARTIALLY OR SOLELY NEGLIGENT OR OTHERWISE AT FAULT, EXCEPT TO THE EXTENT SUCH EXEMPLARY, PUNITIVE, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES ARE PAID BY THE PARTY INCURRING SUCH DAMAGES TO A PERSON THAT IS NOT A PARTY TO THIS TERMS OF USE. In respect of this, you further agree to waive all special, indirect, exemplary, punitive, direct and consequential damages against IA. These terms will not limit any non-waivable warranties or consumer protection rights that you may be entitled to under the laws of your country of residence. 8.3 For the avoidance of doubt, parties agree that IA will not be responsible or liable to you for any loss or damage caused or contributed during the Integration process. 9. Complaints 9.1 We appreciate any feedback about our Service and are committed to resolving problems or complaints quickly. If you have any concerns, please contact us at partners@involve.asia. 10. Governing Law 10.1 These Terms of Use shall be governed by and construed in accordance with the laws of the Malaysia 11. Variation 11.1 IA reserves the right to vary and/or update the terms herein at any time without notice. In respect of this, your use of the Service after IA have posted the variation and/or update on this website, you will be deemed to have agreed and accepted the varied and/or updated version. If there is a conflict between two versions of this Terms of use which you have agreed or been deemed to agree, the more recent version shall take precedence unless it is expressly stated otherwise. 11.2 All variation to the terms herein shall be of immediate effect upon posting of an updated version on this website. Paragraph 10 shall not apply to paragraph 4.7 above in respect of the Changes to the Price and Service Plans. 12. Assignment 12.1 IA may assign or transfer our agreement with you including our associated rights and obligations at any time without restriction and you agree to cooperate with IA in connection with such an assignment or transfer. 13. Communications 13.1 Any notice or other communication relating to your account (e.g. tax invoices, changes in Payment Method, confirmation messages) shall be sent to you in electronic form only to the email address provided to IA in the Insertion Order. 13.2 Any such notice shall be deemed to be served and received on the day of transmission if transmitted during normal business hours of a business day or in any other case on the next succeeding business day.