Advertising Policy Page

 

1.      PURPOSE

           The purpose of this policy is to balance the competing needs of Svaratna and potential advertisers and to provide a guide for consistent service and to make the conditions of advertising clear and transparent. The policy will ensure that Svaratna’s advertising and promotional activities and materials across the online  media are accurate, ethical and compliant with relevant legislation. 

 

2.      ADVERTISING PLACEMENTS

 2.1  Authorization.  Client hereby grants Svaratna the right to use, display,  and distribute the Advertising Materials on the selected media in  accordance with this Agreement.

2.2  Insertion Order.  For each Advertisement that Client wishes to place, Client  will  provide details of duration, media, budget, and other relevant information to Svaratna.If any Advertising Material or Landing Page is not provided in accordance with this Agreement, Svaratna cannot guarantee that it will deliver the corresponding Advertisement by the launch date specified on the applicable Insertion Order.

2.3  Cancellation and Change Orders. Svaratna may cancel an Insertion Order at any time. Similarly, Client may also cancel an Insertion Order at any time, but that cancellation will take effect three business days after Svaratna’s      receipt of Client’s written cancellation request. Client remains obligated to pay the Advertising Fee resulting from Advertisements served before the cancellation takes effect. No later than three business days before the launch date of an Advertisement, if Client requests a change to the applicable Insertion Order and Svaratna approves that request, Svaratna will prepare a revised Insertion Order, that may include a price adjustment. A revised Insertion Order may delay the launch of the Advertisement and will not take effect until Client executes and delivers the revised Insertion Order to Svaratna by the deadline to the email address specified on the revised Insertion Order. 

 3.      COMPENSATION AND PAYMENT TERMS

 3.1  Advertising Fee and Invoice.

a.  Following Svaratna’s receipt of the executed Insertion Order, Svaratna will issue Client an invoice reflecting the Advertising Fee and any additional charges. 

b.     Upon receiving the invoice, Client shall deposit the advertising fee for such Insertion Order with Svaratna by the date indicated in the invoice. Client’s failure to ensure such deposit is received by Svaratna before the launch date of the Advertisement will be deemed a cancellation. All Advertising Fees are non-refundable.

c.     If any amount due to Svaratna remains unpaid after the due date, Svaratna shall be entitled to charge interest on the outstanding amount at the rate of one percent (1%) per month from the due date until such outstanding amount is paid in full. Svaratna shall have the right to suspend, withhold or discontinue the advertisements until the full payment of the outstanding amount and the interest are received by Svaratna.

4.      RESPONSIBILITIES OF CLIENT

4.1  Responsibility of Client. Client will not engage in any false, deceptive, misleading or fraudulent conduct. Client must ensure the truthfulness and accuracy of all Advertising Targets and prices, gifts, and rewards described in all Advertising Materials. Client will not advertise services, products, or materials that violate applicable laws.

4.2  Relationship with Advertisers. If the Advertisement specified in an Insertion Order is placed by Client on behalf of an Advertiser, Client may not make any commitment on behalf of Svaratna without Svaratna’s prior  written consent.

4.3  Compliance with Laws.  Client will ensure that the Advertising Materials, all Landing Pages, and placement of each Advertisement comply with all applicable laws.  

4.4  Landing Pages.  With respect to each Landing Page, Client will ensure that: the link to each Landing Page remains unaffected by time of visit, IP address, geographic location, or other variables.

4.5  Prohibited Uses.  Client will not allow any third party to use any automated means or other data extraction methods to access, collect, or use Svaratna  advertising-related information from the Platform without Svaratna’s prior written consent.

 

5.      RESPONSIBILITIES AND RIGHTS OF SVARATNA

            5.1  Right to Cancel, Reject, or Remove.  Svaratna reserves the right to review  any Advertising Materials                    submitted by Client and Advertiser. If, in Svaratna’s judgment any Advertising Material violates the Terms                of  Use of  the Platform, Svaratna may take one or more of the following measures:

a.      reject, remove, or discontinue delivery of the Advertisement;

b.      require Client or its Advertiser(s) to resolve its violation, non-compliance, or breach within a specified period of time; or

c.      terminate this Agreement or the affected Insertion Order.

5.2  Changes to Terms of Use.  If Svaratna updates, amends, or modifies the  Terms of Use of the       Platform, Svaratna will make reasonable efforts to  notify Client of the changes, including by publishing the modified Terms of  Use on the Platform’s website, by email, or by instant message.                              Client will check the Platform periodically for such updates and notices.Modified Terms of Use take effect on publication. If Client does not agree to be bound by the amended Terms of Use, Client must make formal request to terminate this Agreement.

 

6.     CONFIDENTIAL INFORMATION

 

6.1  Non-Disclosure. Each party will:

a.      treat as confidential all Confidential Information of the other party;

b.      not disclose that Confidential Information to any third party, except on a “need to know” basis to third parties that have signed a non-disclosure agreement;

c.      not use that Confidential Information except in connection with performing its obligations or exercising its rights under this Agreement; and

d.      Each party is permitted to disclose the other party’s Confidential Information if required by law so long as the other party is given prompt written notice of that requirement before disclosure.

 

7.     TERM AND TERMINATION

 

7.1  Term.  This Agreement takes effect on the Effective Date and continues for one year. Either party will notify the other party of its decision not to renew  this Agreement no later than 30 days before the expiration of the current term,    otherwise, this Agreement will be automatically renewed for a successive one-year period.

7.2  Termination.  This Agreement will terminate upon:

a.      the written agreement of the parties;

b.      either party’s dissolution or ceasing to do business, or either party affected by insolvency, receivership, or bankruptcy proceedings;

c.      either party does not rectify its breach of this Agreement within 30 days of receiving written notice of the breach from the non-breaching party; or

d.      Svaratna giving 60 days prior notice to terminate this Agreement in its entirety or any Insertion Order at   any time without cause.

7.3  Effect of Termination.  If this Agreement is terminated due to Client’s breach of its obligations, all amounts                   paid by Client to Svaratna may be forfeited as liquidated damages without prejudice to Svaratna’s recourse                    for  other rights or remedies available under applicable laws.

8.     WARRANTIES

8.1  Mutual Warranties.  Each party warrants that:

a.      it is duly organized, validly existing, and in good standing in the area it is formed;

b.      its execution and delivery of this Agreement has been duly and validly authorized;

c.      this Agreement constitutes a valid, binding, and enforceable obligation upon its execution; and

d.      it will comply with all applicable laws in performing under this Agreement.

 

8.2  Warranties by Client. Client gives warranty that:

a.      all of the information, including Advertising Materials, provided by Client to Svaratna is true, accurate, and current;

b.      no Advertising Materials and Landing Page contains

i.       any information that violates or encourages violation of any applicable law;

ii.      fraudulent or deceptive information or incentives;

iii.     virus, malware, spyware, Trojan, phishing, or other malicious code that could breach or circumvent any Platform security measure;

iv.     information marketing that promotes fake or counterfeit goods or illegal businesses (including apps or software that contain hidden charges);

v.      any material that infringes any rights of any third party; or

vi.     material that may be harmful, abusive, pornographic or obscene, threatening, or defamatory; and

c.      Client has all necessary rights to permit and grant Svaratna all such rights that are necessary for Svaratna to use, modify, reproduce,  display, and distribute the Advertising Materials on the Platform.

 

9.     INDEMNIFICATION

         9.1  Indemnification by Client.  Client will indemnify, defend, and hold harmless  Svaratna and its affiliates                           against all claims, actions, losses, damages,  liabilities, costs, and  expenses, including legal fees, arising                       directly or  indirectly from or in connection with:

a.      any breach by Client of this Agreement;

b.      any failure of Client to perform its obligations under this Agreement in compliance with all applicable laws;

c.      any violation of any rights of any third party by an Advertisement, or Advertising Material; or

d.      Client’s fraud, negligence or willful misconduct.

9.2  Procedure. Svaratna will promptly notify Client of any claim and will permit  Client to assume and control the defense of that claim. Client will have the  sole authority to defend, compromise, settle, or otherwise dispose of a claim, but it will not agree to any disposition or settlement of a claim that admits                        liability or imposes duties of performance or payment on Svaratna without Svaratna’s prior written     consent. If the parties agree to settle a claim, Client will not publicize the settlement without first obtaining Svaratna’s  written permission.

 

10.    MISCELLANEOUS

       a.      Relationship. This Agreement will not be construed as creating a partnership, joint venture,                                              or agency  relationship or as granting a franchise. The parties are independent contractors in the performance                of this Agreement. Neither party is authorized to bind the other party to any liability or obligation or to                                 represent that it has any authority to do so.

b.  Public Announcement. Client will not make any public announcement or press release regarding the cooperation contemplated by this Agreement without the prior consent of Svaratna. 

c.      Resolution of Disputes. This Agreement shall be governed by and construed in accordance with the laws of Malaysia.

      In the event of any dispute, controversy, claim or difference of any kind  whatsoever arising between the parties in connection with this Agreement, the parties shall attempt to settle such Dispute in the first instance by mutual discussions of the parties.

If the Dispute cannot be settled by mutual discussions within the thirty (30) day period, it shall be referred to             and finally resolved by arbitration. There will be three (3) arbitrators and the language of the arbitration shall             be English. .

d.      Notices.  All notices under the terms of this Agreement will be deemed given as of the day they are received either by overnight courier, email, postage prepaid certified or registered mail, or facsimile, and addressed either to Svaratna or Client at their respective addresses.

 

11.   LIMITATION OF LIABILITY

 

11.1  Disclaimer of Warranties. 

a.      Svaratna makes no guarantees regarding the success of a campaign or advertisement, number of visits, sales, or conversion rates;

b.      Client acknowledges and agrees that Svaratna cannot ensure that any material submitted by or on behalf of Client or advertiser will be protected from theft or misuse;

c.      Svaratna will have no liability arising from a failure of any security technology or procedure; and

d.      Svaratna will not, under any circumstances, be liable to Client for consequential damages arising out of or related to the transaction contemplated under this agreement, including lost profits or loss of business.

 

 

September 2022