Advertiser Agreement

This Agreement

1.1 This agreement is between OC Global Technology Sdn Bhd (Company Registration No. 202301006962), of Unit 09-04, Level 9, City Plaza, Jalan Tebrau, 80300 Johor Bahru, Johor, Malaysia — “we”, “us”, “O'Zone” — and the company named as the advertiser (“you”).

1.2 It applies to every advertising campaign you buy from us. It is the master agreement; each campaign is bought under an Insertion Order that incorporates it.

1.3 Precedence. In the event of a conflict, the order of precedence is: a signed amendment to this agreement; the Insertion Order; this agreement; then any policy published under it. Your purchase order, vendor portal terms, standard purchasing conditions, or any terms on a document you send us have no effect, even if we acknowledge or act on that document.

1.4 You confirm that you are contracting in the course of a business, that you are not a consumer for the purposes of this contract, and that the person accepting this agreement is authorised to bind you.

1.5 Agencies. If you are an agency buying for a client, you contract as principal and are liable for the amounts due, whether or not your client pays you. You confirm you have authority to bind your client to the obligations in sections 5 and 14, and that you have passed this agreement on to them. Sequential liability is excluded unless we agree it in writing on the Insertion Order.

1.6 Where this agreement refers to a figure — a discrepancy tolerance, a window to raise a claim, our investigation period, a late-payment interest rate, a notice period, a cure period, or a cancellation notice period — the figure that applies is the one stated on the Insertion Order, or, where the Insertion Order is silent, the one in the advertising policies we publish when it is accepted. A change to a published figure applies to Insertion Orders accepted after the change, never to a live one.

Insertion Orders

2.1 An Insertion Order sets out the campaign: the goods or services advertised, the placements, the flight dates, the deliverable volume, the price, the payment terms, and any targeting or suitability requirements agreed.

2.2 An Insertion Order binds us only when we have accepted it in writing and any prepayment 8.3 requires has cleared. A quotation, a rate card, a media plan or a proposal is not an acceptance.

2.3 An Insertion Order is for the inventory described in it. It does not reserve inventory generally, does not entitle you to a specific creator, video, channel or position unless the Insertion Order names it, and gives you no right of first refusal.

2.4 Changes. A change to a live Insertion Order takes effect only when we accept it in writing. We may decline a change that we cannot deliver within the flight.

What We Deliver

3.1 We will use reasonable efforts to deliver the volume described in the Insertion Order across the flight dates, subject to available inventory.

3.2 A volume is a target, not a guarantee, unless the Insertion Order expressly says otherwise and prices it as a guarantee. Inventory on O'Zone depends on what creators publish, on how audiences behave, and on which creators have allowed advertising on their content — none of which we control.

3.3 Under-delivery. Where we deliver less than the Insertion Order’s volume, your remedy is, at our option: an extension of the flight, delivery of the shortfall in a later flight, or a credit or refund of the amount attributable to the undelivered portion. That is your sole remedy for under-delivery.

3.4 Over-delivery. We do not charge for delivery above the Insertion Order’s volume.

3.5 We may pause, reposition or stop a campaign, and remove a creative, where section 6 applies.

Creator Content Is Not Ours

4.1 Content on O'Zone is published by independent creators. We do not make it, commission it, or approve it in advance, and we do not adopt or endorse it.

4.2 We do not guarantee the content your advertising appears near. We apply the suitability controls in 5.3 and in the advertising policies we publish on a reasonable-efforts basis, but we do not warrant that your advertising will never appear near content you consider unsuitable, and an appearance of that kind is not a failure to deliver. Where it happens, tell us and we will exclude the content or the placement prospectively.

4.3 We give no warranty that any creator will publish, keep publishing, or maintain any level of audience.

4.4 Nothing you buy from us creates a relationship between you and a creator. If you want a creator to make content for you, that is a separate arrangement — between you and the creator, or under a separate agreement with us — and is not covered by this agreement.

Your Advertising

5.1 You are responsible for the advertising you give us: the creative, the claims in it, the landing page it points to, and the products or services it promotes.

5.2 Restricted categories. Some categories we do not accept, and some we accept only with evidence of the licence, approval or disclosure the law requires. Those categories, and the evidence we require for each, are in the advertising policies we publish.

5.3 Suitability. Where the Insertion Order specifies a suitability tier, we apply the controls for that tier as described in the advertising policies we publish. A tier is a control setting, not a warranty; 4.2 governs.

5.4 Where your advertising is a promotion, contest, sweepstake, lottery or similar, you are responsible for its legality and its rules, and we are not a promoter, sponsor or operator of it.

5.5 Licence to us. You grant us a non-exclusive, royalty-free licence to host, store, reproduce, transmit, format, resize, transcode and display your advertising on and through O'Zone, and through the infrastructure we use to deliver it, for the purpose and duration of the campaign. We may keep a copy after the flight for audit, dispute and legal-compliance purposes. We acquire no other right in your brand or creative.

5.6 You will not use our name, logo or the O'Zone brand, and will not describe yourself as a partner of ours or state that we endorse you, without our written consent.

5.7 You warrant that your advertising:

• is lawful, truthful and not misleading;
• complies with Malaysian law and with every applicable advertising code and regulator requirement;
• does not infringe anyone’s intellectual property, privacy, publicity or other rights;
• carries every licence, approval, permit and disclosure the law requires for what it promotes;
• contains no malware, no automatic redirect, and no code that collects data beyond what section 11 permits;
• does not target children or process a child’s personal data; and
• is one you are entitled to give us, and to have shown on O'Zone, in every form section 5.5 licenses.

Our Right To Refuse

6.1 We may refuse, reject, remove, pause or stop any advertising, at any time, where we reasonably believe it breaches section 5, breaches a policy, exposes us to legal or regulatory risk, harms the service or its users, or is inconsistent with the kind of service we want to run.

6.2 We are not obliged to give a reason, and we accept no liability for lost sales, lost reach, or any other loss arising from a refusal or removal — save that where we stop a campaign for a reason that is not attributable to you, we credit or refund the amount attributable to the undelivered portion.

6.3 We may require you to change a creative as a condition of running it.

Measurement

7.1 Delivery is measured by our systems. Our figures are the basis on which the campaign is reported and billed.

7.2 Where your own figures, or a third party’s, differ from ours, ours govern for billing. If the difference exceeds the tolerance 1.6 resolves, tell us within the window 1.6 resolves and we will investigate and, where we find an error, correct it.

7.3 Invalid traffic. We identify and exclude activity we determine to be invalid, artificial, automated, incentivised or fraudulent, using our own systems and reasonable industry methods. Where we identify invalid activity after we have billed you, we credit the amount attributable to it against a future Insertion Order, or refund it where you have no further campaign with us. That credit is your sole remedy for invalid activity.

7.4 Where you believe you have been billed for invalid activity, tell us within the window 1.6 resolves, with the evidence you rely on. We will investigate within the period 1.6 resolves and tell you the outcome.

7.5 We may change how we measure, as measurement improves. A change applies prospectively.

Price And Payment

8.1 Prices are as stated on the Insertion Order.

8.2 Tax. Prices are exclusive of tax. Where service tax, sales tax, or any other indirect tax is or becomes chargeable on what we supply you, it is added to the price and payable by you, and we will identify it separately on the invoice. Where we become registered for a tax after an Insertion Order is accepted, that tax is added to amounts invoiced from the registration date.

8.3 Prepayment. Unless the Insertion Order says otherwise, a campaign is prepaid — payment must clear before it goes live. We may, at our discretion, grant credit terms, and we may withdraw them at any time for future Insertion Orders.

8.4 Invoicing. We may invoice in instalments — on acceptance, at agreed milestones, and on completion — as the Insertion Order sets out. Each instalment is payable on its own terms, and a dispute about one does not entitle you to withhold another.

8.5 Late payment. Overdue amounts carry interest at the rate 1.6 resolves, from the due date until paid. We may also suspend or stop delivery, withhold reporting, and withdraw credit terms, without prejudice to any other right.

8.6 Cancellation. You may cancel an Insertion Order on the notice 1.6 resolves. Amounts already delivered remain payable, and a cancellation charge applies to the undelivered balance on this scale, unless the Insertion Order states another: the full undelivered balance where you cancel within fourteen days of the flight start date or after it has begun; half of it where you cancel between fifteen and thirty days before that date; and nothing where you cancel more than thirty days before it. The charge is a genuine estimate of the loss we suffer in holding inventory for you and not selling it to someone else, and it falls as the notice you give us rises.

8.7 No set-off. You will pay without set-off, deduction or counterclaim, except a deduction the law requires.

8.8 Withholding. Where the law requires you to withhold tax from a payment to us, you will pay us the amount that leaves us with what we would have received had no withholding applied, and give us the receipts we need to claim credit for it.

8.9 Currency. Invoices are in Malaysian ringgit unless the Insertion Order states another currency, and bank charges on your payment are yours.

Reporting

9.1 We provide the reporting described in the Insertion Order, from our own measurement, on the cadence 1.6 resolves.

9.2 Reporting is provided as-is, for your information. It is not audited, and figures may be restated as invalid activity is identified or a measurement error is corrected.

9.3 Reporting is our confidential information. You may use it internally and share it with your client where you are an agency, but you will not publish it, give it to a competitor of ours, or use it to construct or promote a competing service.

Confidentiality

10.1 Each of us will keep the other’s confidential information confidential, use it only for the campaign, and protect it with at least reasonable care.

10.2 That does not apply to information that is public through no breach, was already known, is independently developed, or must be disclosed by law or a regulator — and in that last case the disclosing party will tell the other first where it is lawful to do so.

10.3 Rate cards, pricing, unpublished inventory data and platform metrics are our confidential information.

10.4 Neither of us will announce this relationship, or name the other in a case study, press release or marketing material, without the other’s written consent.

Data

11.1 Each of us complies with the Personal Data Protection Act 2010 in what it does under this agreement.

11.2 You will not give us personal data except as the Insertion Order contemplates, and you will not use the campaign to collect personal data from O'Zone users beyond what the creative discloses and the law permits.

11.3 Pixels, tags and third-party collection. You will not place, and we will not serve, any pixel, tag, script or other third-party collection on O'Zone except where both of the following are true: our published Cookie Policy and Privacy Policy describe the collection, the provider and its purposes; and the Insertion Order expressly permits the collection and describes it. A pixel on our pages serving our users makes us a data controller under the Personal Data Protection Act 2010, and your warranty cannot cure our notice — so the notices come first, always, and where the law applying to a visitor requires that visitor’s consent before the collection, it does not run for them until we have it. Where collection is permitted, you additionally warrant that you have every consent and notice the law requires on your side, that you will not use what you collect to identify an individual user, and that you will not build a profile beyond what the Insertion Order describes.

11.4 We do not give you personal data about O'Zone users, and we do not give you user-level data. Reporting is aggregate.

11.5 You will not attempt to identify an individual user from anything we give you, and will not combine our reporting with another dataset in order to do so.

Warranties And Disclaimers

12.1 Each of us warrants that it has the authority to enter this agreement and will comply with applicable law, including anti-bribery, anti-money-laundering and sanctions law.

12.2 Beyond what this agreement expressly says, the service is provided as-is. We disclaim, so far as the law allows, every implied warranty — merchantability, fitness for a particular purpose, non-infringement, and any implied warranty as to uninterrupted or error-free operation.

12.3 We do not warrant any commercial outcome. We do not promise sales, leads, installs, brand lift, reach, frequency, engagement, click-through, or any other result.

Liability

13.1 Neither of us is liable to the other for indirect, incidental, special, consequential or punitive loss, or for loss of profits, revenue, business, data, goodwill or anticipated savings.

13.2 Our cap. Our total liability for all claims relating to an Insertion Order is limited to the greater of: the amount you have paid us under that Insertion Order in the twelve months before the claim arose; and the total value of that Insertion Order. The larger of the two is the limit, and it is never nil while an Insertion Order is in force.

13.3 That cap does not apply to an amount we owe you as a credit or refund under 3.3, 6.2 or 7.3. Our liability under 14.3 is subject to it.

13.4 Nothing in this section limits liability that cannot be limited under Malaysian law, including liability for fraud, or for death or personal injury caused by negligence.

13.5 Your obligation to pay for advertising actually delivered, and your liability under 14.1, are not subject to any cap, and 13.1 does not limit 14.1.

Indemnities

14.1 You indemnify us, and our officers and staff, against every loss, damage, liability, penalty and reasonable cost, including legal fees, arising from: a breach of section 5 or section 11; a claim that your advertising infringes a third party’s rights or breaks the law; a regulatory action or penalty arising from your advertising; and a claim about a product, service, promotion or landing page your advertising promoted.

14.2 We will tell you of a claim under 14.1 without undue delay, and you may take over its defence with counsel we reasonably approve. We may participate at our own cost, and you will not settle in a way that admits our liability, imposes an obligation on us or affects our reputation, without our written consent.

14.3 We indemnify you against a third-party claim that the O'Zone platform itself — as distinct from creator content or your advertising — infringes that party’s intellectual property, subject to section 13.

Term And Termination

15.1 This agreement runs from your first accepted Insertion Order until every Insertion Order between us has ended and every amount due is paid.

15.2 Either of us may terminate this agreement on the notice 1.6 resolves. A termination does not end a live Insertion Order unless we agree otherwise; live Insertion Orders run to completion under this agreement.

15.3 Immediate termination. Either of us may terminate immediately, and we may stop delivery immediately, where the other: materially breaches and does not remedy it within the cure period 1.6 resolves; becomes insolvent, has a receiver or liquidator appointed, or makes an arrangement with creditors; or where continuing would breach the law.

15.4 We may terminate immediately where you breach section 5, section 10 or section 11, without a cure period.

15.5 On termination: amounts for delivery made remain payable; we stop delivery only under an Insertion Order that has ended or been lawfully terminated, while an Insertion Order continuing under 15.2 remains in force; unused prepayments are settled after deducting applicable delivered charges and lawful cancellation or recovery amounts; each of us returns or destroys the other’s confidential information on request, except what we must keep by law; and 5.5’s audit copy, and sections 8, 10, 11, 13, 14 and 16, survive.

General

16.1 Governing law and forum. This agreement is governed by the laws of Malaysia. Disputes are subject to the exclusive jurisdiction of the courts of Malaysia.

16.2 Force majeure. Neither of us is liable for a failure caused by something beyond its reasonable control, including act of God, war, civil unrest, epidemic, government action, network or power failure, and the failure of an upstream supplier. Payment obligations are not excused.

16.3 Assignment. You may not assign or subcontract without our written consent. We may assign to a group company or in connection with a transfer of the business.

16.4 No partnership. Nothing here creates a partnership, joint venture, agency, franchise or employment relationship. Neither of us may bind the other.

16.5 Notices. Notices go to the addresses on the Insertion Order, by email with delivery confirmation or by courier. Ours may also be given through the advertiser interface.

16.6 Severance and waiver. If a term is unenforceable, the rest continues. A failure to enforce is not a waiver.

16.7 Entire agreement. This agreement, the Insertion Order and the policies published under it are the whole of what is agreed, and supersede every prior discussion, proposal and representation. Neither of us relies on a representation not set out in them — which does not exclude liability for fraudulent misrepresentation.

16.8 Language. We publish this agreement in English, Bahasa Malaysia, Tamil and Chinese. The English version is the operative text: where a translation differs from it, the English governs, and English is the language of the contract between us.

16.9 Third parties. No one other than you and us has a right under this agreement.

16.10 Changes. We may change this agreement for future Insertion Orders by publishing a revised version or giving you notice. A change does not apply to a live Insertion Order.

Contact

17.1 OC Global Technology Sdn Bhd, Company Registration No. 202301006962, Unit 09-04, Level 9, City Plaza, Jalan Tebrau, 80300 Johor Bahru, Johor, Malaysia.

17.2 For anything in this agreement — a measurement query under section 7, an invoice query under section 8, or a notice under 16.5 — write to [email protected], or to the contact named on your Insertion Order.