Advertising Terms & Conditions

1. Client’s Agreement with AMS

This Standard Terms will be deemed an integral part hereof for all purposes, apply to a variety of Services offered by AMS and shall govern the relationship of the Parties. This Standard Terms together with the Proposal, Term Sheet and the Media Order, whichever applicable, shall embody the entire agreement of the Parties in relation to the Services and supersedes all prior understandings, communications and representations between the Parties, whether oral or written.

In the event of conflict in the Agreement, the following documents will be given the following order of priority:-

1. Term Sheet
2. The Standard Terms
3. The Proposal
4. The Media Order

AMS may make changes to this Standard Terms from time to time and will upload the revised Standard Terms on the website: www.astromedia.com.my. Client is advised to check the website for the latest updated version on a regular basis.

2. Definitions and Interpretations

2.1 Definitions

In this Standard Terms, the following words and expressions shall have the following meanings:-

“Accredited Clients” means client affiliated with The Association of Accredited Advertising Agents Malaysia (4As) or such client who is qualified for the accreditation arrangement with AMS (as it deems fit).

“Act” means the Personal Data Protection Act 2010 including all guidelines, rules and, regulations and subsequent amendments.

“Ad” means any advertisement provided by Agency on behalf of an Advertiser.

“Advertisement Material” means any material in written form, pictures, images, artwork, active URLs for Online inventory, audio or video in the format acceptable by AMS for the Services.

“Advertiser” means the advertiser for which Agency is the agent under an applicable IO or any advertiser who purchase Online inventory from AMS.

“Affiliate” means any person or entity controlling, controlled by, or under common control with either the Client or AMS, as applicable. “Control” means the ownership of the equity shares carrying fifty percent (50%) or more of the votes exercisable at a general meeting (or its equivalent) of a company.

“Agency” means the advertising agency listed on the applicable IO.

“Agreement” means (1) the Term Sheet, (2) the Proposal, (3) the Media Order and (4) this Standard Terms between AMS and the Client in respect of the Services.

“AMS” means Astro Media Solutions Sdn Bhd (Company No. 200501026797 (708931-H)), a company duly incorporated in Malaysia.

“Application” means a software application owned and/or managed/operated by the AMS and/or its Affiliate and is designed to run on the Device and made available on the application distribution platform such as Apple App Store, Google Play, Windows Phone Store, BlackBerry App World and/or through any other different distribution platform whether known now or in the future.

“Business Day” means a day other than Saturday, Sunday or a federal public holiday in Kuala Lumpur, Malaysia.

“Client” means an advertiser, a person, entity, firm, company, advertising agency and/or Accredited Clients who places a booking, or enters into an Agreement with AMS for the Services.

“Content Recognition Identifiers” mean identifiers, tags, hashes, fingerprints and/or watermarks which are imperceptible to human senses and attached, embedded, placed and/or inserted into the Advertisement Material in relation to automated content recognition or other identification technologies, which allows content to be recognized by video, audio, watermark and/or fingerprinting cues and matched back to a database for verification and various purposes, including content identification, content enhancement, broadcast monitoring, audience measurement, reporting, classification and attribution.

“CPA Deliverables” means the Online inventory delivered by AMS on a cost per acquisition basis.

“CPC Deliverables” means the Online inventory delivered by AMS on a cost per click basis.

“CPL Deliverables” means the Online inventory delivered by AMS on a cost per lead basis.

“CPM Deliverables” means the Online inventory delivered by AMS on a cost per thousand impression basis.

“Deliverable” or “Deliverables” means the inventory delivered by AMS or a Media Company (e.g., impressions, clicks, or other desired actions).

“Device” means any consumer electronic device, including without limitation personal computers, mobile phones, tablets, portable media players, smart TV, mobile gaming consoles and/or any device whether known now or in the future.

“Fees” shall collectively mean the Rates, fees, charges, costs and expenses payable by Client for the Services.

“Intellectual Property” or “Intellectual Property Rights” means any and all vested, contingent and future intellectual property rights of whatever nature including without limitation scripts, storyboards, musical compositions, sound recordings, patents, registered designs, trademarks and service marks (whether registered or not), any copyrightable materials/documents, database rights, design rights and all similar property rights in any part of the world including those subsisting in inventions, concept, drawings, designs, computer programs, confidential information, goodwill and applications for protection of any of the above rights and all accrued rights of action and all other rights of whatever nature in relation to all media and throughout the world by virtue of or pursuant to any of the laws in force in each and every part of the world.

“IO” means a mutually agreed insertion order that incorporates these Standard Terms, under which a Media Company will deliver Ads on Sites for the benefit of Agency or Advertiser.

“Media Company” means a publisher listed on the applicable IO which may include AMS and its Affiliates.

“Media Company Properties” are websites specified on an IO that are owned, operated, or controlled by AMS, its Affiliates and a Media Company.

“Media Order” means the final agreed media order issued by Client to AMS setting out the dates, times and/or Fees for the Services. It also includes IO that incorporates these terms which have been mutually agreed by AMS in relation to the delivery of Ads on Sites for the benefit of Agency or Advertiser.

“Network Properties” means websites, social media and applications that are not owned, operated or controlled by AMS, but on which AMS has a contractual right to serve advertisement.

“On-Ground” means events held outside in conjunction with any advertisement campaign or as requested by the Client.

“Online” means the any Deliverables to be provided via the internet through Websites, Applications, Network Properties, social media platforms and/or such other platform, whether known now or in the future, made available by AMS from time to time.

“Party” means either AMS or Client, individually.

“Parties” means collectively AMS and Client.

“Product” means any product or goods provided by the Client for purposes such as promotional activity, sampling, distribution to public, contest prize, commercial, advertisement etc.

“Proposal” means (a) the proposal duly issued by AMS and signed by the Client for AMS’s provision of Services (with the list of the scope of services to be provided); and (b) Proposed Media Schedule.

“Rates” means the rates for the Services or any part of it as set out in the Rate Card issued by AMS as may be amended from time to time.

“Rate Card” means the list containing the Rates and descriptions for various advertisement placement options.

“Services” means the agreed services to be provided by AMS which may include advertisement services, spot buy, run of station, local insertion unit, music & radio streaming services, brand presence (Flexi Ad), sponsorship, promotional activities, production, campaign, contest, and event management, including broadcasting of live events.

“Service Tax” means Service Tax or tax of similar nature required by law to be paid to the relevant authorities in Malaysia for the goods or services supplied hereunder.

“Term Sheet” means the document outlining the material commercial terms (in addition to the Standard Terms) apply to the Services offered by AMS to the Client, which is signed by both Parties.

“Territory” means Malaysia and other jurisdiction as agreed between the parties in writing.

“Third Party Ad Server” or “Ad Delivery Platform” means a third party that will serve and/or track the Online inventory for AMS.

“Transmission Date” means the start date and time of transmission of Services

“Website(s)” or “Sites” means Media Company Properties, Network Properties and all other all websites operated and/or managed by AMS and/or its Affiliate from time to time.

2.2 Interpretations

In this Standard Terms, unless there is something in the subject or context inconsistent with such construction, or unless it is otherwise expressly provided:-

1. words denoting the masculine gender shall include the feminine or neuter gender and vice versa;
2. words denoting singular number shall include the plural number and vice versa;
3. the headings of this Standard Terms are inserted for convenience only and are to be ignored in construing the provisions of this Agreement;
4. references to Clauses, Schedules, Annexes, Appendices, Exhibits, are unless stated otherwise, reference to Clauses, Schedules, Annexes, Appendices, Exhibits of this Agreement;
5. references to any statute, rule, regulation, order, directive shall be construed as references to such statute, rule, regulation, order or directive as respectively amended or re-enacted or as their operation is modified by any other statute, rule, regulation, order or directive;
6. all references to AMS shall include its successors in title and assigns. All references to the Client shall include its successors in title and assigns; and
7. no rule of construction or interpretation of contracts shall apply to the disadvantage of AMS for the reason that the it is responsible for the preparation of this Agreement or any part of it.

3. Services

3.1 AMS shall not have any obligation to provide any Services if Client fails to comply with the terms and conditions of the Agreement.

3.2 Insertion Orders

1. From time to time, Agency may execute IOs that will be accepted as set forth in sub-section 3.2(b) below. As applicable, each IO will specify: (i) the type(s) and amount(s) of Deliverables, (ii) the price(s) for such Deliverables, (iii) the maximum amount of money to be spent pursuant to the IO, (iv) the start and end dates of the campaign, and (v) the identity of and contact information for any Third Party Ad Server. Other items that may be included are, but are not limited to, reporting requirements, any special Ad delivery scheduling and/or Ad placement requirements, and specifications concerning ownership of data collected.
2. AMS will make commercially reasonable efforts to notify Agency of receipt of an IO signed by Agency if the specified inventory is not available. Acceptance of the IO and these Standard Terms will be deemed the earlier of (i) written (which, unless otherwise specified, for purposes of these Terms, will include paper, fax, or e-mail communication) approval of the IO by AMS and Agency, or (ii) the display of the first Ad impression by a Media Company, unless otherwise agreed on the IO. Notwithstanding the foregoing, modifications to the originally submitted IO will not be binding unless approved in writing by both AMS and Agency.
3. Revisions to accepted IOs will be made in writing and acknowledged by the other party in writing.

3.3 AMS reserves the right, in its absolute discretion, to do the followings (without prior consent from Client or without being liable to the Client or any other party for any reason whatsoever) :-

1. reschedule the Transmission Date if conflicts arise between Client’s products and programmes including programme content or as a result of bookings for sponsorship;
2. reschedule the Transmission Date to give precedence to broadcast of any priority matter including but not limited to government announcements or for broadcast of live programmes;
3. reschedule to pre-empt any online inventory booked for the Services; or
4. reschedule the Services in the manner as AMS deem fit.

3.4 Ad Placement And Positioning

1. AMS will comply with the IO, including all Ad placement restrictions, and, except if it breaches regulations, rules and laws relating to advertising and content, will create a reasonably balanced delivery schedule. AMS will provide, within the scope of the IO, an Ad to the Website specified on the IO when such Website is visited by an Internet user. Any exceptions will be approved by Agency in writing.
2. AMS will use commercially reasonable efforts to provide Agency at least 5-days prior notification of any material changes to the Website that would materially change the target audience or materially affect the size or placement of the Ad specified on the applicable IO. Should such a modification occur with or without notice, as Agency’s and Advertiser’s sole remedy for such change, Agency may cancel the remainder of the affected placement without penalty within the 5-day notice period.
3. AMS will submit or otherwise make electronically accessible to Agency final technical specifications within 10 business days of the acceptance of an IO. In the event of any changes by required by AMS or a Media Company to the specifications of already-purchased Ads after that 2 business day period will allow Advertiser to suspend delivery of the affected Ad for a reasonable time (without impacting the end date, unless otherwise agreed by the parties) in order to (i) send revised Advertising Materials; (ii) allow to resize the Ad and final creative to be approved by Advertiser, as well as within a reasonable time period to fulfil the guaranteed levels of the IO; (iii) accept a comparable replacement; or (iv) if the parties are unable to negotiate an alternate or comparable replacement in good faith within 5- days, immediately cancel the remainder of the affected placement without penalty.

3.5 All programme content on the Websites, Applications, Network Properties and social media platforms and the time of transmission of such programmes shall be entirely within the sole discretion of AMS and AMS shall not be liable to the Client for any failure to transmit any programme advertised in any publication or failure to transmit any programme at an advertised time.

3.6 If any Services include a contest, event or program on which AMS may be liable thereunder, the Client agrees that the terms and conditions for such contest, event or program shall be governed by AMS’s basic terms and standard terms, AMS privacy policy and notice and conditions for such contest, event or program.

3.7 In the event the Client books third party’s advertisement inventory services through AMS, such booking will also be subject to the terms and conditions of such third party advertisement inventory service provider and the Client agrees that AMS shall not in whatsoever manner be held liable or responsible of such third party advertisement inventory service provider’s failure or default to provide the services or be held liable or responsible for any expenses, cost or damages that may be incurred by the Client arising from such booking through AMS. Where Agency uses a Third Party Ad Server, AMS will not provide any bonus impressions and if any is provided it will not be more than 10% above the Deliverables specified on the IO. Permanent or exclusive placements will run for the specified period of time regardless of over-delivery, unless the IO establishes an impression cap for Third Party Ad Server activity. If a Third Party Ad Server is being used and Agency shall immediately notify AMS that the guaranteed or capped levels stated on the IO have been reached, AMS will use commercially reasonable efforts to suspend delivery and, within 48 hours of receiving such notice, AMS may either (i) serve any additional Ads itself or (ii) be held responsible for all applicable incremental Ad serving charges incurred by Advertiser but only (A) after such notice has been provided, and (B) to the extent such charges are associated with over delivery by more than 10% above such guaranteed or capped levels.

3.8 Additional terms with regard to Online Services

1. AMS will use commercially reasonable efforts to provide the Client prior notification of any material changes to the Websites, Applications, Network Properties and social media platforms that would materially change the target audience or materially affect the size of placement of the advertisement specified in the IO/Media Order and will take commercially reasonable efforts to provide a reasonably balanced delivery schedule if changes results in any changes.
2. Should there be any change to the technical specification of the already-purchased Online inventory, (i) the Client may send to AMS the revised Advertisement Material within 2 Business Days; or (ii) the Client may request AMS to resize the Advertisement Material within a reasonable time period to fulfil the guaranteed levels (if any); or (iii) the Client may accept a comparable replacement; or (iv) if the Parties are unable to negotiate an alternate or comparable replacement in good faith within 5 Business Days, immediately cancel the remainder of the affected Online inventory without penalty.
3. AMS acknowledges that certain Clients may not want their advertisement placed adjacent to certain content that promotes violence, racism, pornography or etc (“Editorial Adjacency Guidelines”), AMS will use its commercially reasonable efforts to comply with such Editorial Adjacency Guidelines set out by the Clients in the Agreement (if any) with respect to the advertisement that will appear on the Websites and Applications, although AMS and/or its Affiliate will at all times retain editorial control over such properties. For advertisement that will appear on the Network Properties, the Client agrees that AMS’s sole responsibility with respect to compliance with these Editorial Adjacency Guidelines set out by the Clients in the Agreement (if any) will be to obtain contractual representations from its participating network publishers that the latter will comply with such Editorial Adjacency Guidelines. Should the advertisement appear in violation of the Editorial Adjacency Guidelines, the Client’s sole and exclusive remedy is to request in writing that AMS removes the advertisement and provide makegoods, or if no makegood can be agreed upon, issue a credit to the Client equal to the value of such Online inventory or not to invoice the Client for such advertisement. After the Client notifies AMS that specific advertisement is in violation of the Editorial Adjacency Guidelines, AMS shall make commercially reasonable efforts to correct such violation. Notwithstanding the foregoing, Client acknowledges and agrees that it will not be entitled for any remedy for violation of the Editorial Adjacency Guidelines resulting from (i) advertisement being placed at locations other than the agreed properties, or (ii) the advertisement being displayed on properties that the Client is aware, or should be aware, may contain content in potential violation of Editorial Adjacency Guidelines. For any page on the properties that primarily consists of user-generated content, the preceding paragraph will not apply.
4. AMS will track delivery through its ad-delivery platform, ad server and/or its approved Third Party Ad Server to run on its properties. Where the Client is using a Third Party Ad Server and that Third Party Ad Server cannot serve the advertisement, the Parties may agree for AMS to serve the advertisement in other online inventory used by AMS for its own or other’s advertisement. In any event, AMS shall not be held liable for whatsoever expenses, damages and losses that may be incurred by the Client arising therefrom.
5. AMS will monitor delivery of the advertisement and will notify the Client either electronically or in writing as soon as possible if AMS believes that an under-delivery is likely. In the case of a probable or actual under-delivery, the Client and AMS may arrange for a makegood. If actual deliverables fall below guaranteed level set out in Media Order, and/or if there is any omission of any advertisement (placement or creative unit), Client and AMS will use commercially reasonable efforts to agree upon the conditions of a makegood flight. If no makegood can be agreed upon, Client may execute a credit equal to the value of the under-delivered portion of the Media Order for which it was charged. In no event will AMS provide a makegood or extend any advertisement beyond the period set forth in the Media Order without the prior written consent of the Client. If a Media Order contains CPA Deliverables, CPM Deliverable, CPL Deliverables, or CPC Deliverables, the predictability, forecasting and conversions for such deliverables may vary and guaranteed delivery, even delivery, and makegoods are not available and for clarity client will be charged based on the actual deliverables delivered.

4. Advertisement Material

4.1 All Advertisement Material shall comply with the requirements set forth by AMS, including but not limited to Client shall ensure that it has the rights to use the music in the Advertisement Material. If, (1) any Advertisement Material fails to adhere strictly to the law, by-laws, regulations, guidelines, rules, policy, instructions, notices and/or directions issued by AMS and/or any appropriate body, licensor, authority, from time to time; or (2) AMS otherwise in its sole discretion deems such Advertisement Material to be unfit or inappropriate, AMS may at its own discretion, without liability: (a) refuse or decline to provide such Services until such Advertisement Material complies with such requirements; (b) cancel the booking and at its discretion impose a surcharge under Sub-Clause 9.1 below as if a cancellation had been made by the Client; (c) fade, edit or cut the Advertisement Material or any part thereof to ensure compliance; or (d) request Client to resubmit such Advertising Material and AMS shall not be liable for any error or accidental misuse of such Advertising Material.

4.2 Advertisement Material shall be clearly labelled and marked, where applicable, with (a) name of Client, (b) name of advertising agency, (c) name of advertiser, (c) brand name of product, (d) description of Client’s product and (d) commercial title. When applicable, Third Party Ad Server tags will be implemented so that they are functional in all aspects.

4.3 If Advertising Materials are not received by the IO start date, AMS will begin to charge the Advertiser on the IO start date on a pro rata basis based on the full IO, excluding portions consisting of performance-based, non-guaranteed inventory, for each full day the Advertising Materials are not received. If Advertising Materials are late based on the Policies, AMS is not required to guarantee full delivery of the IO. AMS and Agency will negotiate a resolution if AMS has received all required Advertising Materials in accordance with this Clause 4 but fails to commence a campaign on the IO start date.

4.4 AMS shall store the Advertisement Material for up to fourteen (14) days from the last date when the Services has been rendered. Client must collect the Advertisement Material within that period; failing which, AMS may at its sole discretion, without liability destroy such Advertisement Material without further notice to the Client.

4.5 The Parties acknowledge and agree that AMS and/or its Affiliates shall have the sole and exclusive right to include Content Recognition Identifiers into the Advertisement Material provided by the Client and/or Advertisement Material produced/created by AMS and/or its Affiliates for the purpose of the Services (which shall include Advertisement Material provided by the Client and/or produced/created by AMS and/or its Affiliates previously, as long as it is for the provision of the current Services), in perpetuity or for as long as AMS solely deems fit. The Client understands, acknowledges and agrees that the inclusion of such Content Recognition Identifiers by AMS will not in any way disrupt/change/affect the quality of the Services to be provided by AMS.

4.6 AMS shall not be held liable for any loss and/or damage howsoever caused to the Advertisement Material or Product. If Advertising Materials provided by Agency are damaged, not to AMS’s specifications, or otherwise unacceptable, AMS will use commercially reasonable efforts to notify Agency within three (3) business days of its receipt of such Advertising Materials.

4.7 Recorded audio shall be clearly labelled and marked with (a) audio track designations and language of the audio track (b) duration of the audio track, (c) date of recording, (d) particulars of producer and/or production house.

4.8 Client shall bear all cost and expenses including but not limited to production cost (including but not limited to cost incurred in obtaining the rights to use third party’s music in the Advertisement Materials) and translation fee.

4.9 The Intellectual Property Rights of Advertisement Materials produced for the purpose of co-branding between AMS and the Client shall be fully vested upon AMS.

4.10 General

1. If script is provided by Client, such script must first be delivered to and approved by AMS. Where AMS deems fit, it has the right to amend and alter the script. Upon such approval, AMS will return the script to Client for recording. Such recorded audio must be delivered to AMS at least one (1) Business Day before the Transmission Date or provisioning of Services. Where AMS re-record and/or edit such Advertisement Material for Client, Client shall bear all costs, charges and expenses for such rerecord/or editing work. Recorded audio material shall be in the form of:-

   • If Audio CD – 44100hz , 16 bit Stereo;
   • If Wave – 44100hz , 16 bit Stereo;
   • If MP3 – 256kbps or 320kbps Stereo.

   If format provided by Client is not in conformity with the above, AMS may correct, dub, re-format such Advertisement Material and in such case, Client shall bear all costs, charges and expenses incurred in such correction, dubbing and/or reformatting.

2. If script is to be prepared by AMS for Client, detailed information must be provided by Client at least seven (7) days before the Transmission Date or provisioning of Service. AMS will then prepare a draft script for Client’s approval. During this period, AMS may propose voice talents and the cost involve and the production recording date. The author of the script is AMS and the copyright thereof shall vest in AMS. For clarity, any repeat use of the script by Client is subject to the written consent of AMS and subject to any payment as may be deem fit by AMS. Client shall approve, amend, and/or reject such script within twenty-four (24) hours from the date the script was given to Client. If AMS fails to receive the final approval of the script within twenty-four (24) hours, AMS will not confirm the booking of studio for recording. If Client approves the draft script, Client must duly sign and affix with its company stamp on the approved script and fax/email it back to AMS. If Client wants a new concept, Client acknowledges and agrees that AMS may not be able to produce/record such script for transmission on the first Transmission Date and such Transmission Date will change accordingly or may not be able to produce/record such scrip in time for the provisioning of Services. Client acknowledges that any sound recordings produced by AMS or its affiliates is own by AMS and any repeat use of such sound recordings shall be subject to the written consent of AMS and subject to any payment as may be deem fit by AMS.During recording session of the approved script, Client must be present at least 15 minutes before the recording. Recording must be done within allocated time and AMS does not warrant that studio will be available at any point of time. Such presence is required to give immediate and final approval on any of the following: -• voice direction;
   • voice pronunciation;
   • music & sound effects; and/or
   • final mix.

   Changes shall not be made after completion of the commercial production. Client acknowledges and understands that any changes required after completion of commercial production (a) shall incur additional any and all type of charges payable by Client, (b) AMS will not be able to re-record such commercial and will affect the Transmission Date whereupon Client shall continue to pay for the Fee for each and every affected Transmission Date or may affect the provision of Services.

4.11 Other Online Requirements.

Client shall comply with the following requirements when submitting the online material:-

1. Specification for images and logos:-
   • Adobe Photoshop (*psd),
   • Adobe illustrator (*ai),
   • JPEG (*.jpg), and/or
   • GIF (*.gif).
2. Specification for audio file:-
   • .wav,
   • .mp3, or
   • .asf.
3. Specification for video files:-
   • .avi,
   • .mpg,
   • Quicktime(.mov), or
   • .mp4
4. Specification for digital banner:-
   • To be advised by AMS from time to timeIf Advertisement Materials are not received by the Media Order start date, AMS will begin to charge the Client on the Media Order on a pro-rata basis based on the full Media Order, excluding portions consisting of performance based, non-guaranteed inventory, for each full day of the Advertisement Materials are not received. If the Advertisement Materials are late, AMS is not required to guarantee full delivery of the Media Order.

4.12 Other On-Ground Requirements

In the event Clients require AMS to hold on-ground event as part to the Services; Client shall comply with the following requirements when submitting the on-ground material:-

1. Specification for text document:-
   • Microsoft Word (.doc), or
   • Plain text document (.txt)
2. Specification for images and logos:-
   • Adobe Photoshop (*psd),
   • Adobe illustrator (*ai) with a version CS3 above,
   • JPEG (*.jpg),
   • PNG, and/or
   • GIF (*.gif).
3. Specification for audio file:-
   • .wav,
   • .mp3, or
   • .asf.
4. Specification for video files:-
   • .avi,
   • .mpg,
   • Quicktime(.mov), or
   • .mp4

5. Rejection of Client’s Product

5.1 AMS shall have the absolute discretion, without liability, for any reason whatsoever to reject any Product proposed to be delivered by Client to AMS for promotional activity, sampling, distribution to public, contest prize, commercial, advertisement etc.

5.2 Third Party Ad Serving And Tracking (Applicable If Third Party Ad Server Is Used)

1. Ad Serving and Tracking. AMS will track delivery through its ad server and, provided that AMS and/or any other Media Company has approved in writing a Third Party Ad Server to run on its properties, Agency will track delivery through such Third Party Ad Server. Agency may not substitute the specified Third Party Ad Server without AMS’s prior written consent.
2. Controlling Measurement. If both parties are tracking delivery, the measurement used for invoicing advertising fees under an IO (“Controlling Measurement”) will be determined as follows:
   1. Except as specified in this Clause, the Controlling Measurement will be taken from an ad server that is certified as compliant with the IAB/AAAA Ad Measurement Guidelines (the “IAB/AAAA Guidelines”).
   2. If both ad servers are compliant with the IAB/AAAA Guidelines, the Controlling Measurement will be the Third Party Ad Server if such Third Party Ad Server provides an automated, daily reporting interface which allows for automated delivery of relevant and non-proprietary statistics to AMS in an electronic form that is approved by AMS; provided, however, that AMS must receive access to such interface in the timeframe set out below.
   3. If neither party’s ad server is compliant with the IAB/AAAA Guidelines or the requirements in subparagraph (ii), above, cannot be met, the Controlling Measurement will be based on AMS’s ad server, unless otherwise agreed by Agency and AMS’s in writing.
3. Ad Server Reporting Access. As available, the party responsible for the Controlling Measurement will provide the other party with online or automated access to relevant and non-proprietary statistics from the ad server within one (1) day after campaign launch. The other party will notify the party with Controlling Measurement if such party has not received such access. If such online or automated reporting is not available, the party responsible for the Controlling Measurement will provide placement-level activity reports to the other party in a timely manner, as mutually agreed to by the parties or as specified in sub-clause(b), above, in the case of Ads being served by AMS or other Media Company. If both parties have tracked the campaign from the beginning and the party responsible for the Controlling Measurement fails to provide such access or reports as described herein, then the other party may use or provide its ad server statistics as the basis of calculating campaign delivery for invoicing. Notification may be given that access, such as login credentials or automated reporting functionality integration, applies to all current and future IOs for one or more Advertisers, in which case new access for each IO is not necessary.
4. Discrepant Measurement. If the difference between the Controlling Measurement and the other measurement exceeds 10% over the invoice period and the Controlling Measurement is lower, the parties will facilitate a reconciliation effort between AMS and Third Party Ad Server measurements. If the discrepancy cannot be resolved and a good faith effort to facilitate the reconciliation has been made, Agency reserves the right to either:
   1. Consider the discrepancy an under-delivery of the Deliverables as described in sub-clause (b) above, whereupon the parties will act in accordance with the provisions therein, including the requirement that Agency and AMS make an effort to agree upon the conditions of a makegood flight and delivery of any makegood will be measured by the Third Party Ad Server, or
   2. Pay invoice based on Controlling Measurement-reported data, plus a 10% upward adjustment to delivery.
5. Measurement Methodology. AMS will and will cause other Media Company to make reasonable efforts to publish, and Agency will make reasonable efforts to cause the Third Party Ad Server to publish, a disclosure in the form specified by the AAAA and IAB regarding their respective ad delivery measurement methodologies with regard to compliance with the IAB/AAAA Guidelines.
6. Third Party Ad Server Malfunction. Where Agency is using a Third Party Ad Server and that Third Party Ad Server cannot serve the Ad, Agency will have a one-time right to temporarily suspend delivery under the IO for a period of up to 72 hours. Upon written notification by Agency of a non-functioning Third Party Ad Server, AMS and/or an affected Media Company will have 24 hours to suspend delivery. Following that period, Agency will not be held liable for payment for any Ad that runs within the immediately following 72-hour period until the company is notified that the Third Party Ad Server is able to serve Ads. After the 72-hour period passes and Agency has not provided written notification that the parties can resume delivery under the IO, Advertiser will pay for the Ads that would have run, or are run, after the 72-hour period but for the suspension, and can elect whether to serve Ads until the Third Party Ad Server is able to serve Ads. If Agency does not so elect for AMS or affected Media Company to serve the Ads until Third Party Ad Server is able to serve Ads, AMS may use the inventory for its own advertisements or advertisements provided by a Third Party.
7. Third Party Ad Server Fixed. Upon notification that the Third Party Ad Server is functioning, the delivery of the Ads will resume within 72 hours. Any delay in the resumption of delivery beyond a 86 hours period, without reasonable explanation, will result in AMS or the affected Media Company owing a makegood to Agency.

6. Suspension of Services

6.1 Notwitstanding anything to the contrary, AMS may, in its sole and absolute discretion, suspend, pre-empt, interrupt the provision of services or otherwise terminate the agreement, without liability, if any one of the following events occur:-

1. client breaches any of the terms and conditions of the agreement;
2. the advertising material fails to comply to any instructions given by AMS;
3. it is in AMS’s opinion that the provision of services is or may be in violation of any acts, statutes or laws, policy, rules and/or regulations, and/or order instructions, notices, and/or directives imposed/issued by the appropriate authority;
4. it is in AMS’s opinion that the provision of services is or may breach the intellectual property rights or alleged rights of a third party;
5. the provision of services may result in or potentially result in any claim, charge, investigation, action, suit or proceeding (whether civil or criminal) asserted or instituted by a third party or governmental authority;
6. technical failure;
7. testing, repair, adjustment, maintenance, reconfiguration of any component or equipment of the telecommunication infrastructure or digital platform; and/or
8. Any other reason as it deems fit by AMS.

6.2 AMS will endeavour to resume the Services as soon as possible once the above events have been settled to the satisfaction of AMS at its sole and absolute discretion. Any advance Fees paid shall not be refunded during the period of suspension.

7. Client’s Warranties, Covenants & Undertaking

7.1 Client represents and warrants that:-

1. it has the full power and authority to enter into and to perform this Agreement;
2. the performance of the obligations and duties of this Agreement will not violate any agreement to which the Client is a party or by which it is otherwise bound;
3. it has and shall maintain all licenses, permits, consents, approvals and other statutory requirements (including those required by foreign or international law) applicable to carrying out Client’s business, and complied with all conditions requirements involved in the carrying of such business;
4. the Advertising Material provided to AMS shall comply in all material respects with all applicable laws, by-laws and regulations governing the same, business carried out by Client and the provision of Services hereunder;
5. it has obtained and paid in full all the necessary consents, permits, approvals, licenses, from all the relevant body, authority, licensors for the use of the Advertisement Material for the provision of the Services and such Advertisement and provision of such Services shall not contravene any such consents, permits, approvals, and/or licenses; and
6. All information required by and furnished by Client to AMS in connection with or for the purpose of any of the Services provided hereunder are correct and accurate in every material aspects and are not false, misleading, deceptive, defamatory and/or unlawful and nothing herein shall imply any obligation on the part of AMS to verify the accuracy and authenticity of such information.

7.2 Client hereby covenants & undertakes with AMS as follows:-

1. to pay all Fees in accordance with the terms and conditions of this Agreement;
2. to observe perform and comply with this Agreement, law, by-laws, rules, policy, instructions, notices or directions issued by AMS and/or any appropriate body, licensor, authority, from time to time;
3. to check with the applicable, rules, policy, this Standard Terms made available by AMS from time to time and make the necessary enquiries with AMS to understand and ascertain the nature of the Services subscribed or used by Client and the applicable Fee associated with the Services;
4. to obtain such consents, permits, approvals, licenses, from all the relevant body, authority, licensors for the use of the Advertisement Material where required or desirable and to furnish copies of the same upon request by AMS;
5. to fully pay for all the necessary consents, permits, approvals, licenses, from all the relevant body, authority, licensors and to provide evidence of such payment upon request by AMS; and
6. to insure and keep insured Client’s Advertising Material and Product against all risks (including without limitation, fire flood, and other perils) up to the replacement value thereof and to ensure that and that all such insurance policies shall include a waiver by the insurer of its rights of subrogation against AMS and name AMS as a co-insured.

8. Rate Structure

8.1 Unless otherwise expressly agreed between AMS and the Client, the Rates charged for the Services shall be as set out in the Rate Card, as amended from time to time at the sole discretion of AMS.

9. Cancellations

9.1 Without Cause. Unless designated on the IO as non-cancelable, Client may cancel the entire IO, or any portion thereof, as follows:

1. With less than 14 days’ prior written notice to AMS, a penalty of 100% of Fee, for any guaranteed Deliverable, including, but not limited to, CPM Deliverables, CPC Deliverables, CPL Deliverables, or CPA Deliverables, as well as some non-guaranteed CPM Deliverables.
2. Between 14 days’ but less than 30 days’ prior written notice to AMS, a penalty of 50% of Fee, for any guaranteed Deliverable, including, but not limited to, CPM Deliverables, CPC Deliverables, CPL Deliverables, or CPA Deliverables, as well as some non-guaranteed CPM Deliverables.
3. With not less than 30 days’ prior written notice to AMS with a penalty of 10% of Fees, for any flat fee-based or fixed-placement Deliverable, including, but not limited to, roadblocks, time- based or share-of-voice buys, and some types of cancelable sponsorships.
4. Advertiser will remain liable to AMS for amounts due for any custom content or development (“Custom Material”) provided to Advertiser or completed by AMS, or its third-party vendor prior to the effective date of termination. For IOs that contemplate the provision or creation of Custom Material, Media Company will specify the amounts due for such Custom Material as a separate line item. Advertiser will pay for such Custom Material within 30 days from receiving an invoice therefore.

9.2 Short Rates. Short rates will apply to canceled buys to the degree stated on the IO.

For absolute clarity, only the Director and/or General Manager of AMS Digital Media Sales will have the authority to cancel any of the IO and grants short rate for the IO.

9.3 The above shall not be applicable for any agreement for sponsorship, if there is such agreement.

10. Billings

10.1 Unless otherwise agreed in writing by AMS, Client shall make full payment of the Fees including service tax within fourteen (14) days from the date of receipt of an invoice from AMS or before the provisioning of the Services, whichever earlier.

10.2 All amounts payable by Client under the Agreement shall be made without any deduction set-off or counterclaim except in accordance with Clause 11.

10.3 Client acknowledges and agrees that non-receipt of any invoice shall not release Client from its obligations to pay AMS and it shall be Client’s responsibility to request from AMS for the invoice which it has not received for any given billing period.

10.4 In the event Client shall fail to pay AMS the Fees due and payable or any part thereof, AMS shall be entitled to appoint debt collectors, institute legal action against Client for the recovery of the outstanding Fee and/or other monies payable by Client hereunder. In the event AMS shall appoint debt collectors or institute legal action against Client pursuant to the foregoing provisions, Client shall be liable to indemnify and pay all fees, costs and disbursements (including but not limited to solicitors fees and courts fees) incurred by AMS in connection with such collection by such debt collector or legal action on a solicitors and client basis.

10.5 Client hereby agrees that any dispute in relation to the quality of the Services to be provided by AMS SHALL NOT BE USED as a ground or basis for the delay or non-payment of the outstanding Fee and/or other monies payable pursuant hereto.

10.6 If client is an advertising agency, client understands and agrees to the following:-

1. you shall be jointly and severally liable with your principal/client for all payments to ams; and
2. all fees due and payable must be settled notwithstanding the fact that advertising agency’s principal/client refuses and/or neglects to pay the fees and/or all monies payable to advertising agency or accredited client.

11. Dispute on Invoice

11.1 If Client disputes an invoice issued by AMS, Client shall give written notice to AMS within seven (7) days from the date of receipt thereof specifying: (a) the entry and/or the amount in dispute, (b) the reasons why such entry and/or amount is disputed; and (c) any written records or documentary evidence supporting Client’s dispute.

11.2 Client hereby irrevocably agrees that in the event that Client fails to give AMS any notice in writing disputing any of the entries specified in an invoice within seven (7) days from the date of receipt thereof, then Client shall be deemed to have accepted the entries specified in the invoice as correct and accurate and such invoice shall be binding and conclusive evidence against Client of the correctness and accuracy of the entries specified therein and the amount due and owing by Client to AMS in a court of law, save for any manifest error.

11.3 Upon receipt of a written notification disputing any invoice, the Parties shall in good faith, settle the dispute.

11.4 For the avoidance of doubt, the Client may only withhold payment on the disputed amount only and shall be required to make timely payments on all other invoiced amounts.

12. Tax

12.1 All amounts payable under the Agreement(s) are exclusive of any sales tax, service tax, value added or withholding taxes, imposts, duties or charges (the payment of which is the Client’s obligation) and if the Client is required to deduct from any payment hereunder any Service Tax, value added or withholding taxes, imposts, duties or charges imposed on the Client, AMS or otherwise howsoever, the Client shall pay to AMS such additional sum so as to enable AMS to receive in full the payment that would otherwise have been payable to AMS.

12.2 If sales tax, service tax or tax of similar nature (“Government Indirect Tax”) is required by law to be paid by AMS to the relevant tax authorities in Malaysia for the goods or services supplied hereunder, Client shall pay AMS a sum equal to the amount of such Government Indirect Tax under each invoice.

13. Late Payment Charges

13.1 AMS shall be entitled to charge and Client shall be liable to pay AMS late payment charges on all overdue Fees at the rate of 1.5% per month (or 18% per annum) with daily rests or such other rate as AMS may prescribe from time to time, calculated from the day following the due date thereof to the date of actual payment by the Client of the full outstanding amount plus accrued interest.

14. Intellectual Property Rights

14.1 Client including its Affiliates agrees that AMS and its Affiliates (collectively “AMS”) is and shall remain the exclusive owner of its Intellectual Property Rights, and is protected by applicable copyright, trademark, trade secret, patent or other proprietary rights and laws and all Advertisement Materials that AMS has created or developed for an advertisement campaign. Unless otherwise agreed in writing by AMS, the Client shall not use or publish any of the Advertisement Material on its own website, platform or social media.

14.2 AMS does not grant Client any right to any of its trademarks (“AMS Marks”) and AMS is the worldwide owner of the AMS Marks (whether registered or unregistered) and retains all right, title and interest in and to the AMS Marks.

14.3 Client recognizes and acknowledges the great value of the goodwill vested in the Intellectual Property Rights of AMS and has acquired a strong reputation and primary meaning in the minds of the public.

14.4 Except for any Advertising Material produced, developed or created solely by Client, all concept, artwork, drawings, designs, audios, videos and/or any other product or material in any form and format develop, produced and/or created by AMS (“collectively as “Work”) shall belong solely and exclusively to AMS and shall not be considered as “works made for hire” unless expressly stated otherwise in the Media Order.

14.5 Client grants AMS a non-exclusive, royalty free, license to use the Client’s trademark and brand name in the Services to be provided by AMS to Client.

14.6 Notwithstanding any use by AMS of the Client’s trademark and brand name in the Services provided by AMS to Client, Client acknowledges and agrees that AMS shall be the sole owner of all Intellectual Property Rights of the Work. If for any reason whatsoever a court of competent jurisdiction determines that the Intellectual Property Rights of the Work belong to Client, Client shall upon request of AMS, immediately execute, acknowledge, deliver and file any and all documents necessary or useful to vest in the AMS all rights allocated under this clause or to transfer, perfect, obtain, confirm and enforce any such rights and will cause its personnel to do the same. Client hereby irrevocably designates and appoints the AMS and its duly authorised officers and agents as its agent and attorney-in-fact, to act for and on its behalf, in the event the AMS is unable after reasonable efforts, to secure Client’s signature on any application for patent, copyright or trademark registration or other documents regarding any legal protection, to execute and file any such application or applications or other documents and to do all other lawfully acts to register, transfer, perfect, obtain, confirm and enforce patents, copyrights or trademarks or any other legal protection with the same legal force and effect as if executed by it. Upon transfer of such right, the AMS may register the intellectual property to the Work and any derivative work in the Territory and in any and all countries and jurisdictions, and take such further steps as it deems fit to provide legal protection to intellectual property relating to the Work.

14.7 In the event Client wishes to use any of the Work for any other purpose other than the provision of Services by AMS, Client shall first obtain a written consent from AMS and pay such additional Fee at a rate to be mutually agreeable between the Parties.

14.8 The Client understands and agrees that monetary damages will not be sufficient to avoid or compensate for the unauthorized use of its Intellectual Property Rights and that injunctive relief would be appropriate to prevent any actual or threatened use of such Intellectual Property Rights.

15. Personal Data Protection

15.1 The Client hereby undertakes that it shall fully comply with the provisions of the Act applicable to the processing of personal data as defined in the Act and specifically, that personal data of individuals disclosed to the Client pursuant to the Services (“Disclosed Data”) shall not be used for purposes not connected with the Services without the consent of such individual.

15.2 The Client shall immediately notify AMS in the event of any claim or complaint from any data subject of Disclosed Data and/or where there has been an event of non-compliance with the Act by the Client, whether discovered by the Client or forming the subject of an investigation and/or action by the relevant authorities.

15.3 All Disclosed Data is the property of AMS and is considered Confidential information of AMS. Any other use of such Disclosed Data shall subject to AMS’s written approval.

15.4 The Client acknowledges that it has read, understood and agreed to the terms of the Privacy Notice available on the website: www.astromedia.com.my and consent to the processing of such personal data of Client’s directors, officers, servants and/or its other representatives by AMS.

16. Confidential Information

16.1 Client acknowledges that it will have access to certain confidential information and materials of AMS concerning its business, pricing, Rates, subject matter, plans, customers, technology, and products, design, know-how, concept, trade secret (“Confidential Information”). Confidential Information will include, but not limited to, AMS’s proprietary software and customer information. Client agrees that it will not use in any way, for its own account or the account of any third party, except as expressly permitted by this Agreement, nor disclose to any third party (except as required by law or to that party’s solicitors, accountants and other advisors as reasonably necessary), any of AMS’s confidential information and will take reasonable precautions to protect and safeguard the confidentiality of such information from disclosure to others, using the same degree of care used to protect its own Confidential Information.

16.2 Exception

Information will not be deemed Confidential Information hereunder if such information:-

1. is known to the Client prior to receipt from AMS directly or indirectly from a source other than one having an obligation of confidentiality to AMS;
2. becomes known (independently of disclosure by AMS) to the Client directly or indirectly from a source other than one having an obligation of confidentiality to AMS;
3. becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the Client; or
4. is independently developed by the Client.

16.3 Remedies

Notwithstanding anything to the contrary in this Agreement, in the event any breach of this Clause, AMS shall be entitled to any remedies available at law and/or in equity.

17. Indemnities by Client

17.1 Client shall indemnify and hold AMS, its Affiliates, officers, directors, employees, contractors agents and assignees (collectively “Indemnified Parties”) harmless from and against any and all claims including and without limitation:-

1. any and all claims, demands costs, expenses, losses, liabilities or damages (including but not limited to, legal fees on a solicitor and client basis, costs of investigation and cost of suit), of whatever kind or character, on account of any actual or alleged loss, injury or damage to any contestant, participant, any person, firm or corporation or to any property (collectively ”Claims”), arising from or in connection with AMS’s provision of the Services under the Agreements;
2. any Claims for libel, slander, invasion of privacy, or infringement of intellectual property, copyright, trademark, patent or other contractual or proprietary right, or any other tortious injury arising from the provision of the Services;
3. any Claims by a third party relating to the failure or interruption of, or defect in, the Services provided under the Agreement;
4. any Claims or dispute between the Client and/or the Advertiser and any third party and/or any of the Client’s and/or the Advertiser’s customers;
5. any Claims arising from the breach by the Client of any obligations under this Agreement;
6. any Claims or disputes arising from any representation that the Client makes to any third party with respect to AMS or the Services;
7. any Claims, whether civil or criminal, which AMS may suffer as a result or arising from the provision of the Services; and/or
8. any Claims or dispute between the Client and/or the Advertiser and any third party and/or any of the Client’s and/or the Advertiser’s customers as a result of a violation of third party’s intellectual property rights.
9. any Claims, fine, penalty or consequences arising from the breach of any laws or regulations of the Territory, including but not limited to censorship and advertising regulations, data protection laws as well as breach on the part of the Client of any warranties, covenants, obligations and undertaking given by the Client to any relevant government or quasi-government authority relating to the provision of the Services or by reason of AMS acting on behalf of the Client, at the request and on the instructions of the Client, in any correspondence or communications whatsoever with such authorities.

18. Limitations of Liabilities and Disclaimer

18.1. Neither AMS nor its affiliates shall in any event incur any liability whatsoever for failure to provide the service for any reason whatsoever including but not limited to:-

1. an event of force majeure as provided in clause 21.3;
2. delays, blackouts, and/or any errors in the provision of services or any part thereof;
3. the loss of data, programmes or information or corruption of the data, programmes or information;
4. interference from other communication systems during the provision of services whether through online, or on ground;
5. interruptions due to the maintenance of the equipment used to provide the services;
6. non-performance, malfunction or failure of any equipment including but not limited to the facilites at the all Asia Broadcast Centre or any other equipment or services or facilities utilised in the provision of services, including such non-performance, malfunction or failure resulting to or connected with the failure, disruption or cuts in power supply; and/or
7. compliance by AMS and/or its affiliates with law, by-law, guidelines, rules, policy, court order, instructions, notices and/or directions, or any non-compliance thereof which may affect the provision of services hereunder.

18.2 Notwisthanding anything contained in this standard terms or elsewhere, AMS shall not be liable howsoever to client, its servant agents contractors, customers, licensors, licensees, invitees, contestant, participant and/or any persons for any death, personal injury and/or other mishap suffered by client, its servant agents contractors, customers, licensors, licensees, invitees contestant, participant and/or any persons, and/or for any theft, loss or damage to any of the advertisement material, client’s property, equipment, programmes or any other goods or any part thereof in any way, whether cause by acts of god or any act, ommission and/or negligence of AMS, its employee, personel, contractors, servants and/or agents.

18.3 Client shall be responsible for violation of third party’s intellectual property rights, all death, personal injury losses, mishaps and/or damages suffered and/or sustained by any of its directors, employee/servant. Agents contractors, customers, licensors, licensees, invitees, contestant, participant and/or any persons as a result of any acts ommission and/or negligence of client, its servant agents contractors, customers, licensors, licensees, invitees, contestant, participant and/or persons and to indemnify AMS and keep AMS indemnified against any claims demands actions proceedings prosecutions loss damages fine penalties costs and expenses which may be made or instituted by such servant agents contractors, customers, licensors, licensees, invitees, contestant, participant and/or such any person or authority against or otherwise suffered or sustained by AMS in respect thereof.

18.4 AMS shall not be liable to client for any loss of revenue, loss of profit, contracts, customers, goodwill or anticipated savings or profits, wasted expenditure, business interruptions or any direct indirect consequential incidental special punitive or exemplary losses and/or damages whatsoever suffered incurred and/or sustained by client due to the breach of this agreement, suspension, expiration or termination of this agreement act omission and/or neglligence of AMS, whether such liability is asserted on the basis of contract, tort (including negligence or strict liability) or otherwise, even if client has been advised of the possibility of such damages.

18.5 AMS does not make any representations or warranties of any kind, whether oral or written, whether express, implied, or arising by statute, custom, course of dealing or trade usage, with respect to the subject matter hereof, in connection with this agreement. AMS specifically disclaims any and all implied warranties or conditions of title, merchantability, fitness for a particular purpose, and non-infringement.

19. Termination

19.1 AMS may terminate this Agreement at any time by giving seven (7) day notice without any cause without any liability.

19.2 AMS may forthwith terminate this Agreement if :-

1. Client breaches any material term or condition of this Agreement and fail to rectify and remedy such breach within fourteen (14) days from the date of its receipt of a written notice requiring it so to do;
2. Change of law, by-laws, regulations, guidelines, rules, policy, instructions, notices and/or directions imposed/issued by the appropriate authority;
3. the circumstances under Clause 6 is prolonged and AMS deems necessary in its sole discretion and opinion to terminate the Agreement;
4. Client commits an act of bankruptcy or suffer the presentation of a petition for liquidation or winding-up as the case may be;
5. Client makes any arrangement for the benefit of or enter into any arrangement or composition agreement with its creditors; or
6. Client permits or suffers any execution proceedings levied on any of its properties, premises, goods, fixtures, fittings, equipment, chattels and effects.

20. Consent under Credit Reporting Agencies Act

20.1 Client acknowledges and agrees that at any time for as long as the Client has a trade relationship with AMS or where any dues remain unpaid and outstanding with AMS, AMS is authorised to obtain the Client’s credit information as defined in Credit Reporting Agencies Act 2010 (“CRA”) from any of the registered credit reporting agencies.

20.2 Client also gives its consent to AMS to conduct credit/trade check on its director(s), shareholder(s) and where applicable, its guarantor(s) with any of the registered credit reporting agencies under CRA at any time for as long as the Client has a trade relationship with AMS or where any dues remain unpaid and outstanding with AMS.

21. General Provisions

21.1 Any notice, demand or other communication shall be served by either party upon the other party by electronic mail, personal delivery, courier and/or prepaid ordinary post or registered post (not being AR Registered), facsimile to the address of the other party as set out in the Agreement or to other party’s last known address in either party’s record.

Notices, demand or other communication shall be deemed effective:-

1. If by electronic mail, on the next Business Day after delivery;
2. If by personal delivery, on the day of delivery;
3. If by prepaid ordinary post or by registered post, five (5) Business Days after it was duly posted;
4. If by courier, one (1) Business Day after dispatch; or
5. If by facsimile, on the next Business Day after transmission provided that the transmission report from the sender’s facsimile machine confirms that transmission is in full and without error.

A copy of any notice and/or demand shall be issued for the attention of the Director of Media Sales and copied to AMS’s Legal Department at the following address:-
Head of Legal
All Asia Broadcast Centre
Technology Park Malaysia
Lebuhraya Puchong Sungai-Besi
Bukit Jalil, 57000 Kuala Lumpur, Malaysia

21.2 AMS and Client are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between AMS and Client. Neither AMS nor Client have the power to bind the other or incur obligations on the other’s behalf without the other party’s prior written consent, except as otherwise expressly provided herein.

21.3 AMS shall not be liable to the Client for any delay, failure, suspension or interference in the provision of Services caused by circumstances beyond its reasonable control such as, but not limited to labour disruption to the world wide web, telecommunications line failures, electrical outages, network failures, disputes, fire, flood, acts of Gods which causes other casualties, weather or natural disaster, damage to facilities, breakdown in equipment, communication link failure, commercial power failure, war, civil disturbance, order of a government ministry or department or public authority, royal demise, lock-out, withdrawal of services or supplies or other services or transport (public or otherwise) or conduct of third party (a “Force Majeure Event”).

Upon the occurrence of any of the events above, the obligations of AMS and any period of time then running shall be suspended for the period of the event in addition to such amount of time as may be required to resume normality.

If AMS suffers such a Force Majeure Event, AMS will make reasonable efforts within five (5) business days to recommend a substitute transmission for the Ad or time period for the transmission. If no such substitute time period or makegood is reasonably acceptable to Client, AMS will allow Client to a pro rata reduction in the space, time, and/or program charges hereunder in the amount of money assigned to the space, time, and/or program charges at time of purchase.

Without prejudice to the foregoing paragraph, if any of the events above results in AMS’s Services being restricted, curtailed or prevented, AMS may at any time, notwithstanding anything in these terms contained, forthwith terminate the Agreement. In such circumstances, Client shall not be excused from paying all the Fees and any monies due and owing by the Client as at the time of such termination.

21.4 Failure or neglect of AMS in any instance to exercise its right, power, privilege hereunder or under law shall not constitute a waiver of any right arising from, pursuant or under this Agreement. All waivers by AMS must be in writing signed by the Chief Executive Officer.

21.5 Client shall not assign, transfer or novate the Agreement to any third party. AMS may assign, transfer or novate the Agreement to its Affiliate or any third party without notice to Client. This Agreement shall inure to the benefit of the permitted assigns and successors of AMS and Client.

21.6 In the event any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not, in any way, be affected or impaired hereby.

21.7 This Standard Terms is made under and shall be governed by and construed in accordance with the laws of Malaysia without regard to principles of conflicts of law and the Client hereby irrevocably agrees to (a) submit to the exclusive jurisdiction of the Malaysian Courts and (b) waive any objections on the ground of venue or forum non-conveniens or any similar grounds.

21.8 Original signatures transmitted and received via facsimile or other electronic transmission of a scanned document, (e.g., pdf or similar format) are true and valid signatures for all purposes hereunder and shall bind the Parties to the same extent as that of an original signature. Where signature is required, the document or Agreement may be executed in multiple counterparts, each of which shall be deemed to constitute an original but all of which together shall constitute only one document.

21.9 The Client acknowledges that it has been given and has had the opportunity to seek advice from independent legal counsel in relation to all the matters set out in this Agreement and in the Agreement and confirms that any failure on the part of the Client to appoint, or election not to appoint legal counsel shall not be raised as a defence in any dispute, and the Client is not entitled to rely and shall not rely on any advice given by AMS, under and in relation to this Agreement.

21.10 The Parties agree that the Agreement shall constitute the contract between the parties with respect to the subject matter thereof and supersede all previous communications, representations, understandings, and agreements, either oral or written. The IO may be executed in counterparts, each of which will be an original, and all of which together will constitute one and the same document. Any modifications, edits or supplemental of the terms contained in the Agreement shall be mutually agreed in writing.

1. Client’s Agreement with Astro Radio

This Standard Terms will be deemed an integral part hereof for all purposes, apply to a variety of Services offered by Astro Radio and shall govern the relationship of the Parties. This Standard Terms together with the Proposal, Term Sheet and the Booking Confirmation Order, whichever applicable, shall embody the entire agreement of the Parties in relation to the Services and supersedes all prior understandings, communications and representations between the Parties, whether oral or written.

In the event of conflict in the Agreement, the following documents will be given the following order of priority:-

1. Term Sheet
2. The Booking Confirmation Order
3. The Standard Terms
4. The Proposal
5. Media order or purchase order issued by advertising agency to Astro Radio

Astro Radio may make changes to this Standard Terms from time to time and will upload the revised Standard Terms on the website: www.astroradio.com.my. Client is advised to check the website for the latest updated version on a regular basis.

2. Definitions and Interpretations

2.1 Definitions
In this Standard Terms, the following words and expressions shall have the following meanings:-

“Accredited Clients” means client affiliated with The Association of Accredited Advertising Agents Malaysia (4As) or such client who is qualified for the accreditation arrangement with Astro Radio (as it deems fit).

“Act” means the Personal Data Protection Act 2010 including all guidelines, rules and, regulations and subsequent amendments.

“Advertisement Material” means any material in written form, pictures, images, artwork, active URLs for Online inventory, audio or video in the format acceptable by Astro Radio for the Services.

“Affiliate” means any person or entity controlling, controlled by, or under common control with either the Client or Astro Radio, as applicable.

“Control” means the ownership of the equity shares carrying fifty percent (50%) or more of the votes exercisable at a general meeting (or its equivalent) of a company.

“Agreement” means (1) the Term Sheet, (2) the Proposal, (3) the Booking Confirmation Order and (4) this Standard Terms between Astro Radio and the Client in respect of the Services.

“Application” means a software application owned and/or managed/operated by the Astro Radio and/or its Affiliate and is designed to run on the Device and made available on the application distribution platform such as Apple App Store, Google Play, Windows Phone Store, BlackBerry App World and/or through any other different distribution platform whether known now or in the future.

“Astro Radio” means Astro Radio Sdn Bhd (Company No. 199601031120 (403472-D)), a company duly incorporated in Malaysia.

“Business Day” means a day other than Saturday, Sunday or a federal public holiday in Kuala Lumpur, Malaysia.

“Booking Confirmation Order” means the computer-generated booking confirmation (error and omission excepted) issued by Astro Radio listing the confirmed date and time where Services will be performed. Client acknowledges that the Transmission Date stated in the Booking Confirmation Order is subject to changes in accordance with Clause 3.2.

“Client” means a direct advertiser, a person, entity, firm, company, advertising agency and/or Accredited Clients who places a booking, or enters into an Agreement with Astro Radio for the Services.

“Content Recognition Identifiers” mean identifiers, tags, hashes, fingerprints and/or watermarks which are imperceptible to human senses and attached, embedded, placed and/or inserted into the Advertisement Material in relation to automated content recognition or other identification technologies, which allows content to be recognized by video, audio, watermark and/or fingerprinting cues and matched back to a database for verification and various purposes, including content identification, content enhancement, broadcast monitoring, audience measurement, reporting, classification and attribution.

“CPA Deliverables” means the Online inventory delivered by Astro Radio on a cost per acquisition basis.

“CPC Deliverables” means the Online inventory delivered by Astro Radio on a cost per click basis.

“CPL Deliverables” means the Online inventory delivered by Astro Radio on a cost per lead basis.

“CPM Deliverables” means the Online inventory delivered by Astro Radio on a cost per thousand impression basis.

“Device” means any consumer electronic device, including without limitation personal computers, mobile phones, tablets, portable media players, smart TV, mobile gaming consoles and/or any device whether known now or in the future.

“Fees” shall collectively mean the Rates, fees, charges, costs and expenses payable by Client for the Services.

“Service Tax” means Service Tax or tax of similar nature required by law to be paid to the relevant authorities in Malaysia for the goods or services supplied hereunder.

“Intellectual Property” or “Intellectual Property Rights” means any and all vested, contingent and future intellectual property rights of whatever nature including without limitation patents, registered designs, trademarks and service marks (whether registered or not), copyright, database rights, design rights and all similar property rights in any part of the world including those subsisting in inventions, concept, drawings, designs, computer programs, confidential information, goodwill and applications for protection of any of the above rights and all accrued rights of action and all other rights of whatever nature in relation to all media and throughout the world by virtue of or pursuant to any of the laws in force in each and every part of the world.

“Media Order” means the final agreed media order issued by advertising agency to Astro Radio proposing the dates, times and/or Fees for the Services, which are subject to changes and confirmation as stated in the Booking Confirmation Order.

“Network Properties” means websites, social media and applications that are not owned, operated or controlled by Astro Radio, but on which Astro Radio has a contractual right to serve advertisement.

“Party” means either Astro Radio or Client, individually.

“Parties” means collectively Astro Radio and Client.

“Product” means any product or goods provided by the Client for purposes such as promotional activity, sampling, distribution to public, contest prize, commercial, advertisement etc.

“Proposal” means (a) the proposal duly issued by Astro Radio and signed by the Client for Astro Radio’s provision of Services (with the list of the scope of services to be provided); and (b) Proposed Media Schedule.

“On-Air” means the transmission of Services via broadcasting on the Radio Stations by means of radio frequency transmission signals within the Territory.

“On-Ground” means events held outside the Radio Stations.

“Online” means the any Services to be provided via the internet through Websites, Applications, Network Properties, social media platforms and/or such other platform, whether known now or in the future, made available by Astro Radio from time to time.

“Radio Stations” means the FM commercial radio broadcasting stations which are managed by Astro Radio and broadcasting within Territory including but not limited to “HITZ”, “MIX”, “MY”, “ERA”, “LITE”, “SINAR”, “MELODY”, “ZAYAN”, “GOXUAN”, “GEGAR” and “RAAGA”.

“Rates” means the rates for the Services or any part of it as set out in the Rate Card issued by Astro Radio as may be amended from time to time.

“Rate Card” means the list containing the Rates and descriptions for various advertisement placement options.

“Services” means the agreed services to be provided by Astro Radio which may include On-Air transmission services, Online services and/or On-Ground services such as (but not limited to) advertisement services, spot buy, run of station, local insertion unit, music & radio streaming services, brand presence (Flexi Ad), sponsorship, promotional activities, production, campaign, contest, and event management, including broadcasting of live events.

“Term Sheet” means the document outlining the material commercial terms (in addition to the Standard Terms) apply to the Services offered by Astro Radio to the Client, which is signed by both Parties.

“Territory” means Malaysia.

“Third Party Ad Server” or “Ad Delivery Platform” means a third party that will serve and/or track the Online inventory for Astro Radio.

“Transmission Date” means the date and time of transmission of Services on On-Air.

“Website(s)” means all websites operated and/or managed by Astro Radio and/or its Affiliate.

2.2 Interpretations

In this Standard Terms, unless there is something in the subject or context inconsistent with such construction, or unless it is otherwise expressly provided:-

1. words denoting the masculine gender shall include the feminine or neuter gender and vice versa;
2. words denoting singular number shall include the plural number and vice versa;
3. the headings of this Standard Terms are inserted for convenience only and are to be ignored in construing the provisions of this Agreement;
4. references to Clauses, Schedules, Annexes, Appendices, Exhibits, are unless stated otherwise, reference to Clauses, Schedules, Annexes, Appendices, Exhibits of this Agreement;
5. references to any statute, rule, regulation, order, directive shall be construed as references to such statute, rule, regulation, order or directive as respectively amended or re-enacted or as their
6. operation is modified by any other statute, rule, regulation, order or directive;
7. all references to Astro Radio shall include its successors in title and assigns. All references to the Client shall include its successors in title and assigns; and
8. no rule of construction or interpretation of contracts shall apply to the disadvantage of Astro Radio for the reason that the it is responsible for the preparation of this Agreement or any part of it.

3. Services

3.1 Astro Radio shall not have any obligation to provide any Services if Client fails to comply with the terms and conditions of the Agreement.

3.2 Astro Radio reserves the right, in its absolute discretion, to do the followings (without prior consent from Client or without being liable to the Client or any other party for any reason whatsoever) :-

1. reschedule the Transmission Date if conflicts arise between Client’s products and programmes including programme content or as a result of bookings for sponsorship;
2. reschedule the Transmission Date to give precedence to broadcast of any priority matter including but not limited to government announcements or for broadcast of live programmes;
3. reschedule to pre-empt any other airtime or online inventory booked for the Services; or
4. reschedule the Services in the manner as Astro Radio deem fit.

3.3 All dates and times of On-Air transmission or provision of the Services shall be recorded in a transmission log or reports or files maintained by Astro Radio (“Record”). The contents of this Record shall, in the event of any dispute whether in respect of the Client’s account or otherwise except in the case of manifest error, be taken as final and conclusive proof of such transmission or provision of the Services.

3.4 All programme content on the Radio Stations, Websites, Applications, Network Properties and social media platforms and the time of transmission of such programmes shall be entirely within the sole discretion of Astro Radio and Astro Radio shall not be liable to the Client for any failure to transmit any programme advertised in any publication or failure to transmit any programme at an advertised time.

3.5 If any Services include a contest, event or program on which Astro Radio may be liable thereunder, the Client agrees that the terms and conditions for such contest, event or program shall be governed by Astro Radio’s basic terms and standard terms, Astro Radio privacy policy and notice and conditions for such contest, event or program.

3.6 In the event the Client books third party’s advertisement inventory services through Astro Radio, such booking will also be subject to the terms and conditions of such third party advertisement inventory service provider and the Client agrees that Astro Radio shall not in whatsoever manner be held liable or responsible of such third party advertisement inventory service provider’s failure or default to provide the services or be held liable or responsible for any expenses, cost or damages that may be incurred by the Client arising from such booking through Astro Radio.

3.7 Additional terms with regard to Online Services –

1. Astro Radio will use commercially reasonable efforts to provide the Client at least 10 Business Days prior notification of any material changes to the Websites, Applications, Network Properties and social media platforms that would materially change the target audience or materially affect the size of placement of the advertisement specified in the Booking Confirmation Order and will create a reasonably balanced delivery schedule.
2. Should there be any change to the technical specification of the already-purchased Online inventory, (i) the Client may send to Astro Radio the revised Advertisement Material within 2 Business Days; or (ii) the Client may request Astro Radio to resize the Advertisement Material within a reasonable time period to fulfil the guaranteed levels (if any); or (iii) the Client may accept a comparable replacement; or (iv) if the Parties are unable to negotiate an alternate or comparable replacement in good faith within 5 Business Days, immediately cancel the remainder of the affected Online inventory without penalty.
3. Astro Radio acknowledges that certain Clients may not want their advertisement placed adjacent to certain content that promotes violence, racism, pornography or etc (“Editorial Adjacency Guidelines”), Astro Radio will use its commercially reasonable efforts to comply with such Editorial Adjacency Guidelines set out by the Clients in the Agreement (if any) with respect to the advertisement that will appear on the Websites and Applications, although Astro Radio and/or its Affiliate will at all times retain editorial control over such properties. For advertisement that will appear on the Network Properties, the Client agrees that Astro Radio’s sole responsibility with respect to compliance with these Editorial Adjacency Guidelines set out by the Clients in the Agreement (if any) will be to obtain contractual representations from its participating network publishers that the latter will comply with such Editorial Adjacency Guidelines. Should the advertisement appear in violation of the Editorial Adjacency Guidelines, the Client’s sole and exclusive remedy is to request in writing that Astro Radio removes the advertisement and provide makegoods, or if no makegood can be agreed upon, issue a credit to the Client equal to the value of such Online inventory or not to invoice the Client for such advertisement. After the Client notifies Astro Radio that specific advertisement is in violation of the Editorial Adjacency Guidelines, Astro Radio shall make commercially reasonable efforts to correct such violation within 1 Business Day. Notwithstanding the foregoing, Client acknowledges and agrees that it will not be entitled for any remedy for violation of the Editorial Adjacency Guidelines resulting from (i) advertisement being placed at locations other than the agreed properties, or (ii) the advertisement being displayed on properties that the Client is aware, or should be aware, may contain content in potential violation of Editorial Adjacency Guidelines. For any page on the properties that primarily consists of user-generated content, the preceding paragraph will not apply.
4. Astro Radio will track delivery through its ad-delivery platform, ad server and/or its approved Third Party Ad Server to run on its properties. Where the Client is using a Third Party Ad Server and that Third Party Ad Server cannot serve the advertisement, the Parties may agree for Astro Radio to serve the advertisement in other online inventory used by Astro Radio for its own or other’s advertisement. In any event, Astro Radio shall not be held liable for whatsoever expenses, damages and losses that may be incurred by the Client arising therefrom.
5. Astro Radio will monitor delivery of the advertisement and will notify the Client either electronically or in writing as soon as possible if Astro Radio believes that an under-delivery is likely. In the case of a probable or actual under-delivery, the Client and Astro Radio may arrange for a makegood. If actual deliverables fall below guaranteed level set out in Booking Confirmation Order, and/or if there is any omission of any advertisement (placement or creative unit), Client and Astro Radio will use commercially reasonable efforts to agree upon the conditions of a makegood flight. If no makegood can be agreed upon, Client may execute a credit equal to the value of the under-delivered portion of the Booking Confirmation Order for which it was charged. In no event will Astro Radio provide a makegood or extend any advertisement beyond the period set forth in the Booking Confirmation Order without the prior written consent of the Client. If a Booking Confirmation Order contains CPA Deliverables, CPM Deliverable, CPL Deliverables, or CPC Deliverables, the predictability, forecasting and conversions for such deliverables may vary and guaranteed delivery, even delivery, and makegoods are not available and for clarity client will be charged based on the actual deliverables delivered.

4. Advertisement Material

4.1 All Advertisement Material shall comply with the requirements set forth by Astro Radio, including but not limited to Client shall ensure that it has the rights to use the music in the Advertisement Material. If, (1) any Advertisement Material fails to adhere strictly to the law, by-laws, regulations, guidelines, rules, policy, instructions, notices and/or directions issued by Astro Radio and/or any appropriate body, licensor, authority, from time to time; or (2) Astro Radio otherwise in its sole discretion deems such Advertisement Material to be unfit or inappropriate, Astro Radio may at its own discretion, without liability: (a) refuse or decline to provide such Services until such Advertisement Material complies with such requirements; (b) cancel the booking and at its discretion impose a surcharge under Sub-Clause 9.1 below as if a cancellation had been made by the Client; (c) fade, edit or cut the Advertisement Material or any part thereof to ensure compliance; or (d) request Client to resubmit such Advertising Material and Astro Radio shall not be liable for any error or accidental misuse of such Advertising Material.

4.2 Advertisement Material shall be clearly labelled and marked, where applicable, with (a) name of Client, (b) name of advertising agency, (c) name of advertiser, (c) brand name of product, (d) description of Client’s product and (d) commercial title.

4.3 Astro Radio shall store the Advertisement Material for up to fourteen (14) days from the last date when the Services has been rendered. Client must collect the Advertisement Material within that period; failing which, Astro Radio may at its sole discretion, without liability destroy such Advertisement Material without further notice to the Client.

4.4 The Parties acknowledge and agree that Astro Radio and/or its Affiliates shall have the sole and exclusive right to include Content Recognition Identifiers into the Advertisement Material provided by the Client and/or Advertisement Material produced/created by Astro Radio and/or its Affiliates for the purpose of the Services (which shall include Advertisement Material provided by the Client and/or produced/created by Astro Radio and/or its Affiliates previously, as long as it is for the provision of the current Services), in perpetuity or for as long as Astro Radio solely deems fit. The Client understands, acknowledges and agrees that the inclusion of such Content Recognition Identifiers by Astro Radio will not in any way disrupt/change/affect the quality of the Services to be provided by Astro Radio.

4.5 Astro Radio shall not be held liable for any loss and/or damage howsoever caused to the Advertisement Material or Product.

4.6 Recorded audio shall be clearly labeled and marked with (a) audio track designations and language of the audio track (b) duration of the audio track, (c) date of recording, (d) particulars of producer and/or production house.

4.7 Client shall bear all cost and expenses including but not limited to production cost (including but not limited to cost incurred in obtaining the rights to use third party’s music in the Advertisement Materials) and translation fee.

4.8 The Intellectual Property Rights of Advertisement Materials produced for the purpose of co-branding between Astro Radio and the Client shall be fully vested upon Astro Radio.

4.9 On-Air/ Online/On-Ground.

1. If script is provided by Client, such script must first be delivered to and approved by Astro Radio. Where Astro Radio deems fit, it has the right to amend and alter the script. Upon such approval, Astro Radio will return the script to Client for recording. Such recorded audio must be delivered to Astro Radio at least one (1) Business Day before the Transmission Date or provisioning of Services. Where Astro Radio re-record and/or edit such Advertisement Material for Client, Client shall bear all costs, charges and expenses for such rerecord/ or editing work. Recorded audio material shall be in the form of:-

   • If Audio CD – 44100hz , 16 bit Stereo;
   • If Wave – 44100hz , 16 bit Stereo;
   •If MP3 – 256kbps or 320kbps Stereo.

   If format provided by Client is not in conformity with the above, Astro Radio may correct, dub, re-format such Advertisement Material and in such case, Client shall bear all costs, charges and expenses incurred in such correction, dubbing and/or reformatting.

2. If script is to be prepared by Astro Radio for Client, detailed information must be provided by Client at least seven (7) days before the Transmission Date or provisioning of Service. Astro Radio will then prepare a draft script for Client’s approval. During this period, Astro Radio may propose voice talents and the cost involve and the production recording date. The author of the script is Astro Radio and the copyright thereof shall vest in Astro Radio. For clarity, any repeat use of the script by Client is subject to the written consent of Astro Radio and subject to any payment as may be deem fit by Astro Radio.

   Client shall approve, amend, and/or reject such script within twenty-four (24) hours from the date the script was given to Client. If Astro Radio fails to receive the final approval of the script within twenty-four (24) hours, Astro Radio will not confirm the booking of studio for recording. If Client approves the draft script, Client must duly sign and affix with its company stamp on the approved script and fax/email it back to Astro Radio. If Client wants a new concept, Client acknowledges and agrees that Astro Radio may not be able to produce/record such script for transmission On-Air on the first Transmission Date and such Transmission Date will change accordingly or may not be able to produce/record such scrip in time for the provisioning of Services. Client acknowledges that any sound recordings produced by Astro Radio or its affiliates is own by Astro Radio and any repeat use of such sound recordings shall be subject to the written consent of Astro Radio and subject to any payment as may be deem fit by Astro Radio.During recording session of the approved script, Client must be present at least 15 minutes before the recording. Recording must be done within allocated time and Astro Radio does not warrant that studio will be available at any point of time. Such presence is required to give immediate and final approval on any of the following: –

   • voice direction;
   • voice pronunciation;
   • music & sound effects; and/or
   • final mix.

   Changes shall not be made after completion of the commercial production. Client acknowledges and understands that any changes required after completion of commercial production (a) shall incur additional any and all type of charges payable by Client, (b) Astro Radio will not be able to re-record such commercial and will affect the Transmission Date whereupon Client shall continue to pay for the Fee for each and every affected Transmission Date or may affect the provision of Services.

4.10 Online.

Client shall comply with the following requirements when submitting the online material:-

1. Specification for images and logos:-
   • Adobe Photoshop (*psd),
   • Adobe illustrator (*ai),
   • JPEG (*.jpg), and/or
   • GIF (*.gif).
2. Specification for flash files:-
   • .fla (creation template), or
   • .swf (flash file).
3. Specification for audio file:-
   • .wav,
   • .mp3, or
   • .asf.
4. Specification for video files:-
   • .avi,
   • .mpg, or
   • Quicktime(.mov), or
   • .mp4
5. Specification for digital banner:-
   • To be advised by Astro Radio from time to time

   If Advertisement Materials are not received by the Booking Confirmation Order start date, Astro Radio will begin to charge the Client on the Booking Confirmation Order on a pro-rata basis based on the full Booking Confirmation Order, excluding portions consisting of performance based, non-guaranteed inventory, for each full day of the Advertisement Materials are not received. If the Advertisement Materials are late, Astro Radio is not required to guarantee full delivery of the Booking Confirmation Order.

4.11 On-Ground

Client shall comply with the following requirements when submitting the on-ground material:-

1. Specification for text document:-
   • Microsoft Word (.doc), or
   • Plain text document (.txt)
2. Specification for images and logos:-
   • Adobe Photoshop (*psd),
   • Adobe illustrator (*ai) with a version CS3 above,
   • JPEG (*.jpg),
   • PNG, and/or
   • GIF (*.gif).
3. Specification for flash files:-
   • .fla (creation template) and
   • .swf (flash file).
4. Specification for audio file:-
   • .wav,
   • .mp3, or
   • .asf.
5. Specification for video files:-
   • .avi,
   • .mpg,
   • Quicktime(.mov), or
   • .mp4

5. Rejection of Client’s Product

5.1 Astro Radio shall have the absolute discretion, without liability, for any reason whatsoever to reject any Product proposed to be delivered by Client to Astro Radio for promotional activity, sampling, distribution to public, contest prize, commercial, advertisement etc.

6. Suspension of Services

6.1 Notwitstanding anything to the contrary, Astro Radio may, in its sole and absolute discretion, suspend, pre-empt, interrupt the provision of services or otherwise terminate the agreement, without liability, if any one of the following events occur:-

1. client breaches any of the terms and conditions of the agreement;
2. the advertising material fails to comply to any instructions given by Astro Radio;
3. it is in Astro Radio’s opinion that the provision of services is or may be in violation of any acts, statutes or laws, policy, rules and/or regulations, and/or order instructions, notices, and/or directives imposed/issued by the appropriate authority;
4. it is in Astro Radio’s opinion that the provision of services is or may breach the intellectual property rights or alleged rights of a third party;
5. the provision of services may result in or potentially result in any claim, charge, investigation, action, suit or proceeding (whether civil or criminal) asserted or instituted by a third party or governmental authority;
6. technical failure;
7. testing, repair, adjustment, maintenance, reconfiguration of any component or equipment of the radio station or digital platform; and/or
8. any other reason as it deems fit by Astro Radio.

6.2 Astro Radio will endeavour to resume the Services as soon as possible once the above events have been settled to the satisfaction of Astro Radio at its sole and absolute discretion. Any advance Fees paid shall not be refunded during the period of suspension.

7. Client’s Warranties, Covenants & Undertaking

7.1 Client represents and warrants that:-

1. it has the full power and authority to enter into and to perform this Agreement;
2. the performance of the obligations and duties of this Agreement will not violate any agreement to which the Client is a party or by which it is otherwise bound;
3. it has and shall maintain all licenses, permits, consents, approvals and other statutory requirements (including those required by foreign or international law) applicable to carrying out Client’s business, and complied with all conditions requirements involved in the carrying of such business;
4. the Advertising Material provided to Astro Radio shall comply in all material respects with all applicable laws, by-laws and regulations governing the same, business carried out by Client and the provision of Services hereunder;
5. it has obtained and paid in full all the necessary consents, permits, approvals, licenses, from all the relevant body, authority, licensors for the use of the Advertisement Material for the provision of the Services and such Advertisement and provision of such Services shall not contravene any such consents, permits, approvals, and/or licenses; and
6. All information required by and furnished by Client to Astro Radio in connection with or for the purpose of any of the Services provided hereunder are correct and accurate in every material aspects and are not false, misleading, deceptive, defamatory and/or unlawful and nothing herein shall imply any obligation on the part of Astro Radio to verify the accuracy and authenticity of such information.

7.2 Client hereby covenants & undertakes with Astro Radio as follows:-

1. to pay all Fees in accordance with the terms and conditions of this Agreement;
2. to observe perform and comply with this Agreement, law, by-laws, rules, policy, instructions, notices or directions issued by Astro Radio and/or any appropriate body, licensor, authority, from time to time;
3. to check with the applicable, rules, policy, this Standard Terms made available by Astro Radio from time to time and make the necessary enquiries with Astro Radio to understand and ascertain the nature of the Services subscribed or used by Client and the applicable Fee associated with the Services;
4. to obtain such consents, permits, approvals, licenses, from all the relevant body, authority, licensors for the use of the Advertisement Material where required or desirable and to furnish copies of the same upon request by Astro Radio;
5. to fully pay for all the necessary consents, permits, approvals, licenses, from all the relevant body, authority, licensors and to provide evidence of such payment upon request by Astro Radio; and
6. to insure and keep insured Client’s Advertising Material and Product against all risks (including without limitation, fire flood, and other perils) up to the replacement value thereof and to ensure that and that all such insurance policies shall include a waiver by the insurer of its rights of subrogation against Astro Radio and name Astro Radio as a co-insured.

8. Rate Structure

8.1 Unless otherwise expressly agreed between Astro Radio and the Client, the Rates charged for the Services shall be as set out in the Rate Card, as amended from time to time at the sole discretion of Astro Radio.

9. Cancellations

9.1 Without prejudice to any antecedent rights of Astro Radio, Client may cancel a Booking Confirmation Order by giving prior written notice to Astro Radio. Provided Always that, any cancellation will be subjected to the following surcharge as agreed pre-estimated liquidated damages –

Note: In the event there is any credit balance in the Client’s account with Astro Radio, unless Client write to Astro Radio to request for a refund in cash (subject to Client’s completion of Astro Radio’s vendor registration process), the credit balances therein can be utilised by Client to set off / partially set off any payment due to Astro Radio for any Services provided to Client in the future.

9.2 The above shall not be applicable for any agreement for sponsorship, if there is such agreement.

10. Billings

10.1 Unless otherwise agreed in writing by Astro Radio, Client shall make full payment of the Fees including service tax within fourteen (14) days from the date of receipt of an invoice from Astro Radio or before the provisioning of the Services, whichever earlier.

10.2 All amounts payable by Client under the Agreement shall be made without any deduction set-off or counterclaim except in accordance with Clause 11.

10.3 Client acknowledges and agrees that non-receipt of any invoice shall not release Client from its obligations to pay Astro Radio and it shall be Client’s responsibility to request from Astro Radio for the invoice which it has not received for any given billing period.

10.4 In the event Client shall fail to pay Astro Radio the Fees due and payable or any part thereof, Astro Radio shall be entitled to appoint debt collectors, institute legal action against Client for the recovery of the outstanding Fee and/or other monies payable by Client hereunder. In the event Astro Radio shall appoint debt collectors or institute legal action against Client pursuant to the foregoing provisions, Client shall be liable to indemnify and pay all fees, costs and disbursements (including but not limited to solicitors fees and courts fees) incurred by Astro Radio in connection with such collection by such debt collector or legal action on a solicitors and client basis.

10.5 Client hereby agrees that any dispute in relation to the quality of the Services to be provided by Astro Radio SHALL NOT BE USED as a ground or basis for the delay or non-payment of the outstanding Fee and/or other monies payable pursuant hereto.

10.6 If client is an advertising agency, client understands and agrees to the following:-

1. you shall be jointly and severally liable with your principal/client for all payments to Astro Radio;
2. all fees due and payable must be settled notwithstanding the fact that advertising agency’s principal/client refuses and/or neglects to pay the fees and/or all monies payable to advertising agency or accredited client.

11. Dispute on Invoice

11.1 If Client disputes an invoice issued by Astro Radio, Client shall give written notice to Astro Radio within seven (7) days from the date of receipt thereof specifying: (a) the entry and/or the amount in dispute, (b) the reasons why such entry and/or amount is disputed; and (c) any written records or documentary evidence supporting Client’s dispute.

11.2 Client hereby irrevocably agrees that in the event that Client fails to give Astro Radio any notice in writing disputing any of the entries specified in an invoice within seven (7) days from the date of receipt thereof, then Client shall be deemed to have accepted the entries specified in the invoice as correct and accurate and such invoice shall be binding and conclusive evidence against Client of the correctness and accuracy of the entries specified therein and the amount due and owing by Client to Astro Radio in a court of law, save for any manifest error.

11.3 Upon receipt of a written notification disputing any invoice, the Parties shall in good faith, settle the dispute.

11.4 For the avoidance of doubt, the Client may only withhold payment on the disputed amount only and shall be required to make timely payments on all other invoiced amounts.

12. Tax

12.1 All sums payable under the Agreement(s) are exclusive of service taxes, value added or withholding taxes, imposts, duties or charges (the payment of which is the Client’s obligation) and if the Client is required to deduct from any payment hereunder any Service Tax, value added or withholding taxes, imposts, duties or charges imposed on the Client, Astro Radio or otherwise howsoever, the Client shall pay to Astro Radio such additional sum so as to enable Astro Radio to receive in full the payment that would otherwise have been payable to Astro Radio.

12.2 If Service Tax or tax of similar nature is required by law to be paid by Astro Radio to the relevant authorities in Malaysia for the goods or services supplied hereunder, Client shall on demand pay to the Astro Radio a sum equal to the amount of such Service Tax. In the case where Service Tax is applicable, the Client acknowledges that any sum set out in this Agreement or otherwise payable by the Client to Astro Radio pursuant to this Agreement shall be deemed to be exclusive of any Service Tax.

13. Late Payment Charges

13.1 Astro Radio shall be entitled to charge and Client shall be liable to pay Astro Radio late payment charges on all overdue Fees at the rate of 1.5% per month (or 18% per annum) with daily rests or such other rate as Astro Radio may prescribe from time to time, calculated from the day following the due date thereof to the date of actual payment by the Client of the full outstanding amount plus accrued interest.

14. Intellectual Property Rights

14.1 Client including its Affiliates agrees that Astro Radio and its Affiliates (collectively “Astro Radio”) is and shall remain the exclusive owner of its Intellectual Property Rights, and is protected by applicable copyright, trademark, trade secret, patent or other proprietary rights and laws.

14.2 Astro Radio does not grant Client any right to any of its trademarks (“Astro Radio Marks”) and Astro Radio is the worldwide owner of the Astro Radio Marks (whether registered or unregistered) and retains all right, title and interest in and to the Astro Radio Marks.

14.3 Client recognizes and acknowledges the great value of the goodwill vested in the Intellectual Property Rights of Astro Radio and has acquired a strong reputation and primary meaning in the minds of the public.

14.4 Except for any Advertising Material produced, developed or created solely by Client, all concept, artwork, drawings, designs, audios, videos and/or any other product or material in any form and format develop, produced and/or created by Astro Radio (“collectively as “Work”) shall belong solely and exclusively to Astro Radio and shall not be considered as “works made for hire” unless expressly stated otherwise in the Booking Confirmation Order.

14.5 Client grants Astro Radio a non-exclusive, royalty free, license to use the Client’s trademark and brand name in the Services to be provided by Astro Radio to Client.

14.6 Notwithstanding any use by Astro Radio of the Client’s trademark and brand name in the Services provided by Astro Radio to Client, Client acknowledges and agrees that Astro Radio shall be the sole owner of all Intellectual Property Rights of the Work. If for any reason whatsoever a court of competent jurisdiction determines that the Intellectual Property Rights of the Work belong to Client, Client shall upon request of Astro Radio, immediately execute, acknowledge, deliver and file any and all documents necessary or useful to vest in the Astro Radio all rights allocated under this clause or to transfer, perfect, obtain, confirm and enforce any such rights and will cause its personnel to do the same. Client hereby irrevocably designates and appoints the Astro Radio and its duly authorised officers and agents as its agent and attorney-in-fact, to act for and on its behalf, in the event the Astro Radio is unable after reasonable efforts, to secure Client’s signature on any application for patent, copyright or trademark registration or other documents regarding any legal protection, to execute and file any such application or applications or other documents and to do all other lawfully acts to register, transfer, perfect, obtain, confirm and enforce patents, copyrights or trademarks or any other legal protection with the same legal force and effect as if executed by it. Upon transfer of such right, the Astro Radio may register the intellectual property to the Work and any derivative work in the Territory and in any and all countries and jurisdictions, and take such further steps as it deems fit to provide legal protection to intellectual property relating to the Work

14.7 In the event Client wishes to use any of the Work for any other purpose other than the provision of Services by Astro Radio, Client shall first obtain a written consent from Astro Radio and pay such additional Fee at a rate to be mutually agreeable between the Parties.

14.8 The Client understands and agrees that monetary damages will not be sufficient to avoid or compensate for the unauthorized use of its Intellectual Property Rights and that injunctive relief would be appropriate to prevent any actual or threatened use of such Intellectual Property Rights.

15. Personal Data Protection

15.1 The Client hereby undertakes that it shall fully comply with the provisions of the Act applicable to the processing of personal data as defined in the Act and specifically, that personal data of individuals disclosed to the Client pursuant to the Services (“Disclosed Data”) shall not be used for purposes not connected with the Services without the consent of such individual.

15.2 The Client shall immediately notify Astro Radio in the event of any claim or complaint from any data subject of Disclosed Data and/or where there has been an event of non-compliance with the Act by the Client, whether discovered by the Client or forming the subject of an investigation and/or action by the relevant authorities.

15.3 All Disclosed Data is the property of Astro Radio and is considered Confidential information of Astro Radio. Any other use of such Disclosed Data shall subject to Astro Radio’s written approval.

15.4 The Client acknowledges that it has read, understood and agreed to the terms of the Privacy Notice available on the website: www.astroradio.com.my and consent to the processing of such personal data of Client’s directors, officers, servants and/or its other representatives by Astro Radio.

16. Confidential Information

16.1 Client acknowledges that it will have access to certain confidential information and materials of Astro Radio concerning its business, pricing, Rates, subject matter, plans, customers, technology, and products, design, know-how, concept, trade secret (“Confidential Information”). Confidential Information will include, but not limited to, Astro Radio’s proprietary software and customer information. Client agrees that it will not use in any way, for its own account or the account of any third party, except as expressly permitted by this Agreement, nor disclose to any third party (except as required by law or to that party’s solicitors, accountants and other advisors as reasonably necessary), any of Astro Radio’s confidential information and will take reasonable precautions to protect and safeguard the confidentiality of such information from disclosure to others, using the same degree of care used to protect its own Confidential Information.

16.2 Exception

Information will not be deemed Confidential Information hereunder if such information:-

1. is known to the Client prior to receipt from Astro Radio directly or indirectly from a source other than one having an obligation of confidentiality to Astro Radio;
2. becomes known (independently of disclosure by Astro Radio) to the Client directly or indirectly from a source other than one having an obligation of confidentiality to Astro Radio;
3. becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the Client; or
4. is independently developed by the Client.

16.3 Remedies

Notwithstanding anything to the contrary in this Agreement, in the event any breach of this Clause, Astro Radio shall be entitled to any remedies available at law and/or in equity.

17. Indemnities by Client

17.1 Client shall indemnify and hold Astro Radio, its Affiliates, officers, directors, employees, contractors agents and assignees (collectively “Indemnified Parties”) harmless from and against any and all claims including and without limitation:-

1. any and all claims, demands costs, expenses, losses, liabilities or damages (including but not limited to, legal fees on a solicitor and client basis, costs of investigation and cost of suit), of whatever kind or character, on account of any actual or alleged loss, injury or damage to any contestant, participant, any person, firm or corporation or to any property (collectively ”Claims”), arising from or in connection with Astro Radio’s provision of the Services under the Agreements;
2. any Claims for libel, slander, invasion of privacy, or infringement of intellectual property, copyright, trademark, patent or other contractual or proprietary right, or any other tortious injury arising from the provision of the Services;
3. any Claims by a third party relating to the failure or interruption of, or defect in, the Services provided under the Agreement;
4. any Claims or dispute between the Client and/or the Advertiser and any third party and/or any of the Client’s and/or the Advertiser’s customers;
5. any Claims arising from the breach by the Client of any obligations under this Agreement;
6. any Claims or disputes arising from any representation that the Client makes to any third party with respect to Astro Radio or the Services;
7. any Claims, whether civil or criminal, which Astro Radio may suffer as a result or arising from the provision of the Services; and/or
8. any Claims, fine, penalty or consequences arising from the breach of any laws or regulations of the Territory, including but not limited to censorship and advertising regulations, data protection laws as well as breach on the part of the Client of any warranties, covenants, obligations and undertaking given by the Client to any relevant government or quasi-government authority relating to the provision of the Services or by reason of Astro Radio acting on behalf of the Client, at the request and on the instructions of the Client, in any correspondence or communications whatsoever with such authorities.

18. Limitations of Liabilities and Disclaimer

18.1 Neither Astro Radio nor its affiliates shall in any event incur any liability whatsoever for failure to provide the service for any reason whatsoever including but not limited to:-

1. an event of force majeure as provided in clause 21.3;
2. delays, blackouts, and/or any errors in the provision of services or any part thereof;
3. the loss of data, programmes or information or corruption of the data, programmes or information;
4. interference from other communication systems during the provision of services whether through online, on-air or on ground;
5. interruptions due to the maintenance of the equipment used to provide the services;
6. non-performance, malfunction or failure of any equipment including but not limited to the facilites at the all Asia Broadcast Centre or any other equipment or services or facilities utilised in the provision of services, including such non-performance, malfunction or failure resulting to or connected with the failure, disruption or cuts in power supply; and/or
7. compliance by Astro Radio and/or its affiliates with law, by-law, guidelines, rules, policy, court order, instructions, notices and/or directions, or any non-compliance thereof which may affect the provision of services hereunder.

18.2 Notwisthanding anything contained in this standard terms or elsewhere, Astro Radio shall not be liable howsoever to client, its servant agents contractors, customers, licensors, licensees, invitees, contestant, participant and/or any persons for any death, personal injury and/or other mishap suffered by client, its servant agents contractors, customers, licensors, licensees, invitees, contestant, participant and/or any persons, and/or for any theft, loss or damage to any of the advertisement material, client’s property, equipment, programmes or any other goods or any part thereof in any way, whether cause by acts of god or any act, ommission and/or negligence of Astro Radio, its employee, personel, contractors, servants and/or agents.

18.3 Client shall be responsible for all death, personal injury losses, mishaps and/or damages suffered and/or sustained by any of its servant agents contractors, customers, licensors, licensees, invitees, contestant, participant and/or any persons as a result of any acts ommission and/or negligence of client, its servant agents contractors, customers, licensors, licensees, invitees, contestant, participant and/or persons and to indemnify Astro Radio and keep Astro Radio indemnified against any claims demands actions proceedings prosecutions loss damages fine penalties costs and expenses which may be made or instituted by such servant agents contractors, customers, licensors, licensees, invitees, contestant, participant and/or such any person or authority against or otherwise suffered or sustained by Astro Radio in respect thereof.

18.4 Astro Radio shall not be liable to client for any loss of revenue, loss of profit, contracts, customers, goodwill or anticipated savings or profits, wasted expenditure, business interruptions or any direct indirect consequential incidental special punitive or exemplary losses and/or damages whatsoever suffered incurred and/or sustained by client due to the breach of this agreement, suspension, expiration or termination of this agreement act omission and/or neglligence of Astro Radio, whether such liability is asserted on the basis of contract, tort (including negligence or strict liability) or otherwise, even if client has been advised of the possibility of such damages.

18.5 Astro Radio does not make any representations or warranties of any kind, whether oral or written, whether express, implied, or arising by statute, custom, course of dealing or trade usage, with respect to the subject matter hereof, in connection with this agreement. Astro Radio specifically disclaims any and all implied warranties or conditions of title, merchantability, fitness for a particular purpose, and non-infringement.

19. Termination

19.1 Astro Radio may terminate this Agreement at any time by giving seven (7) day notice without any cause without any liability.

19.2 Astro Radio may forthwith terminate this Agreement if:-

1. Client breaches any material term or condition of this Agreement and fail to rectify and remedy such breach within fourteen (14) days from the date of its receipt of a written notice requiring it so to do;
2. Change of law, by-laws, regulations, guidelines, rules, policy, instructions, notices and/or directions imposed/issued by the appropriate authority;
3. The circumstances under Clause 6 is prolonged and Astro Radio deems necessary in its sole discretion and opinion to terminate the Agreement;
4. Client commits an act of bankruptcy or suffer the presentation of a petition for liquidation or winding-up as the case may be;
5. Client makes any arrangement for the benefit of or enter into any arrangement or composition agreement with its creditors; or
6. Client permits or suffers any execution proceedings levied on any of its properties, premises, goods, fixtures, fittings, equipment, chattels and effects.

20. Consent under Credit Reporting Agencies Act

20.1 Client acknowledges and agrees that at any time for as long as the Client has a trade relationship with Astro Radio or where any dues remain unpaid and outstanding with Astro Radio, Astro Radio is authorised to obtain the Client’s credit information as defined in Credit Reporting Agencies Act 2010 (“CRA”) from any of the registered credit reporting agencies.

20.2 Client also gives its consent to Astro Radio to conduct credit/trade check on its director(s), shareholder(s) and where applicable, its guarantor(s) with any of the registered credit reporting agencies under CRA at any time for as long as the Client has a trade relationship with Astro Radio or where any dues remain unpaid and outstanding with Astro Radio.

21. General Provisions

21.1 Any notice, demand or other communication shall be served by either party upon the other party by electronic mail, personal delivery, courier and/or prepaid ordinary post or registered post (not being AR Registered), facsimile to the address of the other party as set out in the Agreement or to other party’s last known address in either party’s record.

Notices, demand or other communication shall be deemed effective:-

1. If by electronic mail, on the next Business Day after delivery;
2. If by personal delivery, on the day of delivery;
3. If by prepaid ordinary post or by registered post, five (5) Business Days after it was duly posted;
4. If by courier, one (1) Business Day after dispatch; or
5. If by facsimile, on the next Business Day after transmission provided that the transmission report from the sender’s facsimile machine confirms that transmission is in full and without error.

A copy of any notice and/or demand shall be copied to Astro Radio’s Legal Department at the following address:-
Head of Legal
All Asia Broadcast Centre
Technology Park Malaysia
Lebuhraya Puchong Sungai-Besi
Bukit Jalil, 57000 Kuala Lumpur, Malaysia

21.2 Astro Radio and Client are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between Astro Radio and Client. Neither Astro Radio nor Client have the power to bind the other or incur obligations on the other’s behalf without the other party’s prior written consent, except as otherwise expressly provided herein.

21.3 Astro Radio shall not be liable to the Client for any delay, failure, suspension or interference in the provision of Services caused by circumstances beyond its reasonable control such as, but not limited to labour disputes, fire, flood, other casualties, weather or natural disaster, damage to facilities, breakdown in equipment, communication link failure, commercial power failure, war, civil disturbance, order of a government ministry or department or public authority, royal demise, lock-out, withdrawal of services or supplies or other services or transport (public or otherwise) or conduct of third party.

Upon the happening of any of the events above the obligations of Astro Radio and any period of time then running shall be suspended for the period of the event in addition to such amount of time as may be required to resume normality.

Without prejudice to the foregoing paragraph, if any of the events above results in Astro Radio’s Services being restricted, curtailed or prevented, Astro Radio may at any time, notwithstanding anything in these terms contained, forthwith terminate the Agreement. In such circumstances, Client shall not be excused from paying all the Fees and any monies due and owing by the Client as at the time of such termination.

Without prejudice to the foregoing paragraph, if any of the events above results in Astro Radio’s Services being restricted, curtailed or prevented, Astro Radio may at any time, notwithstanding anything in these terms contained, forthwith terminate the Agreement. In such circumstances, Client shall not be excused from paying all the Fees and any monies due and owing by the Client as at the time of such termination.

21.4 Failure or neglect of Astro Radio in any instance to exercise its right, power, privilege hereunder or under law shall not constitute a waiver of any right arising from, pursuant or under this Agreement. All waivers by Astro Radio must be in writing signed by the Chief Executive Officer.

21.5 Client shall not assign, transfer or novate the Agreement to any third party. Astro Radio may assign, transfer or novate the Agreement to its Affiliate or any third party without notice to Client. This Agreement shall inure to the benefit of the permitted assigns and successors of Astro Radio and Client.

21.6 In the event any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not, in any way, be affected or impaired hereby.

21.7 This Standard Terms is made under and shall be governed by and construed in accordance with the laws of Malaysia without regard to principles of conflicts of law and the Client hereby irrevocably agrees to (a) submit to the exclusive jurisdiction of the Malaysian Courts and (b) waive any objections on the ground of venue or forum non-conveniens or any similar grounds.

21.8 Original signatures transmitted and received via facsimile or other electronic transmission of a scanned document, (e.g., pdf or similar format) are true and valid signatures for all purposes hereunder and shall bind the Parties to the same extent as that of an original signature. Where signature is required, the document or Agreement may be executed in multiple counterparts, each of which shall be deemed to constitute an original but all of which together shall constitute only one document.

21.9 The Client acknowledges that it has been given and has had the opportunity to seek advice from independent legal counsel in relation to all the matters set out in this Agreement and in the Agreement and confirms that any failure on the part of the Client to appoint, or election not to appoint legal counsel shall not be raised as a defence in any dispute, and the Client is not entitled to rely and shall not rely on any advice given by Astro Radio, under and in relation to this Agreement.