AdAsia Digital Platform Terms of Service

We hereby set forth the terms and conditions (hereinafter “Terms of Service”) for advertisement placement into the advertising space on the electronic media owned and operated by Publisher (hereinafter “Publisher”) through the use of AdAsia Digital Platform, an advertisement delivery system (as defined below), operated by AdAsia Holdings Pte. Ltd. (hereinafter “AdAsia”), (hereinafter collectively termed “Service”).
Article 1. Purpose
The purpose of these Terms of Service is to define the basic agreement and terms and conditions for the use by the Publisher of the Service provided and operated by AdAsia.
Article 2. Definitions
The terms used in these Terms of Service have the following meanings:
1. “Electronic Media” means the meditational means of delivering certain information to multiple Users (as defined below), whether specific or unspecific,through the use of the Internet (including other computer networks; the same shall apply hereinafter).

2. “Electronic Media Operator” means the business operator who manages and operates the advertising space of Electronic Media (as defined above).

3. “Media” means Electronic Media (as defined above) owned and operated by Publisher.

4. “Advertising” means the transmission or conveyance of the name, name of product or service, promotional campaigns, and other advertising services of the Advertising Company (as defined below) to the User, through the use of Electronic Media (as defined above) at the request of certain advertisers.

5. “AdAsia Digital Platform” means the advertisement delivery and management system operated and managed by AdAsia, which has a yield management* (*the general term for media revenue optimization) function that identifies and controls more efficient, real-time delivery of advertisements between the AdAsia Digital Bidder owned by AdAsia, advertising services of any third party that has collaborated with or has been authorized by AdAsia, and the advertisement delivery and management function owned independently by Electronic Media Operator (as defined above). (For details, see www.adasiaholdings.com)

6. “Advertising Company” means the advertiser or advertising agency that places orders for placement through the use of the Service.

7. “User” means, whether a legal entity or a natural person, any person eligible to be targeted for advertisements that use Electronic Media (as definedabove).

8. “E-mail” means the means of transmitting certain information to specific persons or e-mail addresses through the use of the Internet.

9. “Ad Placement Fees” means any fee paid by AdAsia to Publisher for the placement into advertising space provided by Publisher.

10. “Ad Tag” means the script code developed and served by AdAsia to Media (as defined above) to place Advertising (as defined above).

11. “Device Unique Information” means the individual identification information that voluntarily designates each mobile device.

12. “Cookie” means the system for a website provider temporarily writing simple data to the computer (PC/Tablet/smartphone) of a visitor via a browser, which is used to identify or authenticate visitors and record the visit frequency.

13. “SDK” means a set of tools for developing software and the program for delivery of advertisements.

14. “App” means the software that directly has functions of executing work that the User (as defined above) desires to carry out on a computer.

15. “User Agent” means the program that enables the acquisition of browser information used by User (as defined above) for accessing a website, information on mobile phone/smartphone operators and models, and other information.

Article 3. Registration and Service of Publisher
1. In order to register, Publisher shall agree to the Terms of Service and submit an application to register with AdAsia and provide certain information as prescribed by AdAsia according to the method as prescribed by AdAsia.

2. AdAsia shall determine, according to its own criteria and in its sole discretion, whether to accept or reject the Publisher’s application for registration. If AdAsia approves the registration of the Publisher, AdAsia shall notify such Publisher of its approval and the registration of the Publisher will be completed upon such notification.

3. When registration of the Publisher as set forth in the preceding section is completed and approved, the Publisher will be entitled to use the Service according to the terms of the Terms of Service.

4. The Publisher shall install Ad Tags or SDK provided by AdAsia according to instructions issued by AdAsia and may not remove it during the effective term of the Terms of Service (unless the terms set forth in the Terms of Service have been contravened).

5. After registration, in the event of discontinuation of the operation of Media owned by Publisher due to unavoidable circumstances including and without limitation, periodic inspection and maintenance, Publisher shall notify AdAsia thereof in advance; provided, however, in the event of any of the following urgent cases, Publisher may discontinue or suspend the Internet delivery of Media without giving notice to AdAsia:
(1) The need arises to urgently maintain, inspect, or renew the system for Media;

(2) It is found impossible to continue the operation of Media due to acts of God, wars, labor disputes or other force majeure; or

(3) Publisher finds it necessary to suspend the operation of Media temporarily and urgently from an operational or a technical perspective.

Any advertising space provided by Publisher based on the use of the Service shall be provided to AdAsia to the extent deemed necessary for performing the services of Publisher.

Article 4. Services of AdAsia
1. Upon completion of the Registration set forth in Article 3, AdAsia shall give IDs and passwords for administration access to the relevant platform (hereinafter “Administration Screen”) required to use the Service.

2. AdAsia shall deliver advertisements from AdAsia Digital Platform to any advertising space on the posting site, and operate and maintain the Service including the services set forth in these Terms of Service.

Article 5. Selection and Suspension of Advertising
1. For the placement of an advertisement into Media, should the Publisher find the delivered content inappropriate by the Publisher’s own standards, Publisher may designate the relevant appeal from administration screens provided through the AdAsia Digital Platform or by E-mail to AdAsia.

2. If the management of Media and advertising space is, or is likely to be, hindered through the use of the Service, Publisher may suspend or discontinue the use of the Service upon giving prior notice (set forth in Termination of Service) to AdAsia.

Article 6. Basis of Advertising Fee
AdAsia shall count the advertisements placed while these Terms of Service are complied with. For the sake of clarity, Publisher agrees that AdAsia shall determine the propriety of such counting and understands in advance that Publisher shall raise no objection thereto.
Article 7. Prohibitions
1. Publisher shall not place advertisements into any Media other than the posting sites approved and designated by AdAsia.

2. Publisher shall neither alter any Ad Tag or SDK for advertisement delivery that is acquired through the Service, nor cause any third party to use, or loan or transfer, the same to any third party without permission.

3. Publisher shall not perform any act as follows which may unfairly maneuver the User by prompting clicks or impressions, or otherwise using fraudulent means of unfairly reaping profits, including:
(a) Posting Advertisements on the Media in a location other than the placement agreed.

(b) Altering, revising, or modifying Advertisements that have been served by AdAsia.

(c) Reproducing or copying Advertisements on any place other than the Media or the placement that is not registered.

(e) Providing incentives to User or browse or any other action relating to Advertisement provided by AdAsia.

(f) Altering, revising, or modifying tags provided by AdAsia.

(g) Conduct whereby Advertisements are automatically reloaded in a manner which is inconsistent with the Terms of Service;

(h) Any conduct that may impede or interfere with the operations of the Service as carried out by AdAsia.

(i) Any activity which cause artificial advertisement appearance or counts which cause damages to AdAsia and Advertiser.

(j) Any other conduct deemed to be inappropriate by AdAsia’s sole discretion.

4. Publisher shall not place an Ad Tag into multiple placements. In the case Publisher needs an Ad Tag for new placement, Publisher can ask AdAsia.

5. Publisher shall not place (5) or more tags at per page of a posting Website without the prior consent of AdAsia.

6. If Publisher breaches this Article 7, AdAsia may immediately suspend any placement, and the obligation to pay the Ad Placement Fee charged shall be extinguished. Further, even if AdAsia has already completed payment of the Ad Placement Fee to Publisher, AdAsia may retroactively demand the refund thereof.

Article 8. Disclaimer
With respect to the use of the Service by Publisher, AdAsia shall be exempted from responsibility for any damage caused:
(1) to Publisher and any third party through the use of the Service other than the advertisements owned by AdAsia;

(2) by the malfunctions of the placement server or system due to force majeure including, without limitation, fire, power failure, and acts of God, unrestricted access from outside, or force majeure equivalent thereto that is not preventable with the due care of a prudent manager; and

(3) by any failure including, without limitation, defects and errors in any system for the Service, which is removed within seventy-two (72) hours.

Article 9. Handling of Acquired Information
AdAsia may acquire and use information including, without limitation, Cookies, IP addresses (including location information) and the User Agent of the User who visits a posting site and Apps via the exclusive Ad Tag and SDK set forth in Article 3.2, Device Unique Information of the User, and the history of visits to posting sites, and Publisher gives consent to such matters. For the sake of clarity, AdAsia shall handle the same under the privacy policy established by AdAsia.
Article 10. Use of Trademarks
1. Either party may hereby use the name, trademarks and other marks of the other party (hereinafter “Trademarks”) only to the following extent;
provided, however, if either party refuses the use, such use shall be suspended:
(1) Documents and websites describing the business summary of both parties; and

(2) Documents and websites describing any service provided by both parties.

2. Irrespective of the consent pursuant to Article 10.1, neither party may use Trademarks for its own business activities on or after the completion of the Service.

Article 11. Fee
AdAsia shall give notice of Ad Placement Fees by the method of appearing on any Administration Screen provided to users.
Article 12. Payment
1. AdAsia shall calculate Ad Placement Fees by closing accounts at the end of each month (hereinafter “Closing Day”), set the actual payment amount (hereinafter “Payment Amount”). For the sake of clarity, any fraction less than 0.01 US dollars (US$0.01) of such Payment Amount shall be rounded down.

2. Even after Closing Day, Publisher acknowledges that Payment Amount might be changed if AdAsia and Advertisers found any prohibited activities or contravening of terms set forth in the Terms of Service, as determined by AdAsia in its sole discretion as set force in Article 7.

3. AdAsia uses United States Doller as a currency which appears in the Administration Screen as Payment Amount. However, actual payment currency might be decided by billing address designated by Publisher by applying exchange rate of previous month average which is decided by AdAsia.

4. Payment might be paid from 3rd party or an affiliated company of AdAsia on behalf of AdAsia.

5. AdAsia pays Ad Placement fee to an ordinary deposit or checking bank account (hereafter “Bank Account”) held by the Publisher, or Paypal Account designated by a Publisher. In the case AdAsia fails to pay because of wrong information provided by the Publisher, AdAsia will notify the Publisher and it is the Publisher’s discretion to correct it immediately. Until such correction is made, the Payment will be suspended. AdAsia shall transfer payment amount to Media within 60 days after Closing Day. Publisher shall raise any dispute within ten (10) business days of receiving the Payment or else any dispute shall be waived.

6. Notwithstanding Article 12.5, if the cumulative Payment Amount is less than one hundred US dollars (US$100) for Paypal and Bank Account, AdAsia may reschedule the payment thereof to the subsequent months.

7. If the outstanding cumulative Payment Amount is less than the threshold as set forced in Article 12.7 upon cancellation or termination of these Terms of Service, the right of Publisher to claim such Payment Amount shall be extinguished. Further, in the event of any additional Payment Amount after the extinguishment of such right to claim, the extinguished right to claim Payment Amount shall not be recovered.

8. As between Publisher and AdAsia, AdAsia is responsible for all taxes (if any) associated with the transactions between AdAsia and advertisers in connection with Ads displayed on the Media. Publisher is responsible for all taxes (if any) associated with the Services, other than taxes based on AdAsia’s Payment Amount. All payments to Publisher from AdAsia in relation to the Services will be treated as inclusive of tax (if applicable) and will not be adjusted.

Article 13. Duty to Give Notice
In the event of any of the following facts, Publisher shall promptly notify AdAsia thereof, either by E-mail or in writing:
(1) Change of trade name;

(2) Relocation of the head office, principal office, or contact address;

(3) Change of the representative director; or

(4) Transfer of business, merger, or reorganization.

Article 14. Termination of Service
1. Your companyPublisher may terminate the Service by following the procedures established by AdAsia at least one (1) month prior to the date of termination.

2. If there are any outstanding obligations upon termination of the Service, these Terms of Service shall apply until the completion of the performance of such obligations; provided, however, if Publisher has an outstanding claim of less than the threshold set force in Article 12.,the provisions of Article 12.7 shall apply on a preferential basis, and such obligations shall be extinguished.

Article 15. Confidentiality
1. Neither party may divulge to any third party any business or technical confidential information of the other party acquired from the performance of these Terms of Service, which falls under the following items (hereinafter “Confidential Information”), or use the same for any purpose other than these Terms of Service not only during the effective period of the use of the Service but also thereafter:
(1) Information disclosed in a tangible form including, without limitation, documents, charts and drawings, and other relevant documents that are clearly marked confidential; or

(2) Information announced to the effect of confidentiality and disclosed orally or otherwise in an intangible form, which is disclosed in writing expressly to the effect of confidentiality within fourteen (14) days after such disclosure.

2. Notwithstanding the provisions of Article 15.1, Confidential Information shall not include any of the following information that:
(1) is already publicly known at the time of the disclosure or becomes publicly known through no fault of the disclosed party on or after the disclosure;

(2) is already possessed by the disclosed party at the time of the disclosure;

(3) is duly acquired by the disclosed party from any third party on or after the disclosure without assuming any obligation of confidentiality;

(4) is developed independently by the disclosed party, whether before or after the disclosure, without reference to any information provided by the disclosing party;

(5) is obliged to be disclosed under laws and regulations or by order of the government or a court; or

(6) iis disclosed to any third party, which is approved in advance by both Publisher and AdAsia.

3. Neither party may issue a press release as to, or release, the Service without the prior consent of both parties.

4. Publisher and AdAsia shall be obligated to ensure that their own employees comply with the provisions of this Article.

Article 16. Termination of Agreement
1. Publisher or AdAsia may immediately terminate these Terms of Service, in whole or in part, without any notice if the other party:
(1) breaches any provision of these Terms of Service;

(2) files, or there is filed against it, a petition for the commencement of bankruptcy, civil rehabilitation, corporate reorganization, special liquidation, special conciliation proceedings, or preservative proceedings therefor;

(3) is subjected to dishonor of a bill or a check drawn to self;

(4) is subjected to disposition of assets for delinquent taxes and other public charges;

(5) is found to have caused grave uncertainty over its credit standing including, without limitation, issuance of notice of voluntary liquidation; or

(6) fails to perform its obligations, in whole or in part, under these Terms of Service.

2. If Publisher or AdAsia terminates these Terms of Service, in whole or in part, pursuant to the provisions of Article 16.1, such party may not be precluded from claiming compensation from the other party for any damage suffered.

Article 17. Limitation of liabilityDamages
The liability for damages assumed by AdAsia under these Terms of Service shall be only to the extent of the delivery of advertisements held by AdAsia and be limited to one (1) month’s fee incurred in the month preceding the month when such damage is caused. Further, AdAsia shall assume no responsibility for any damage caused as a result of advertisement delivery accompanying the provision of the Service including, without limitation, loss of profit and harmful rumors.
Article 18. Non-assignment of Rights or Obligations
Neither party may, without the prior written consent of the other party, assign to any third party, mortgage, or cause any third party to succeed to (except the event such party automatically succeeds thereto under the law) any right or obligation hereunder.
Article 19. Modification of Terms of Service
AdAsia may modify these Terms of Service, from time to time, without the consent of Publisher, and the terms and conditions of application with Publisher shall, each time, follow the latest Terms of Service. In the event of any modification of these Terms of Service, AdAsia shall notify Publisher thereof in the prescribed manner of AdAsia at least two (2) weeks before the new Terms of Service come into effect. In the case that Publisher uses the Service on or after notice of the details of modification or fails to follow the procedures for termination of application of the Service within the period of time determined by AdAsia, it is deemed to have consented to the modification of the terms and conditions of these Terms of Service.
Article 20. Matters for Consultation
Any doubt as to these Terms of Service and any matter not provided for herein shall be settled through mutual consultation between the parties.
Article 21. Dispute resolution
Any disputes arising out of or in connection with this Terms of Service shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (the “SIAC”)
Article 22. Governing Law
All the matters concerning these Terms of Service and use of the Service shall be governed by, and construed and interpreted under the laws of Singapore.
Enacted on March 20, 2016
Revised on Feb 1, 2017
Revised on May 15, 2018