This Affiliate Program Operating Agreement (the ``Agreement``) is entered into between Indoleads Platform Sdn. Bhd., a company incorporated in Malaysia (``Indoleads``, ``we``, ``us``, or ``our``), and the person or legal entity applying for, accessing or using the Indoleads affiliate platform (``Affiliate``, ``you``, or ``your``).
By submitting an application, creating or using an Affiliate Account, clicking to accept this Agreement, accessing the Indoleads Platform, using any Tracking Link, or participating in any Offer, you acknowledge that you have read, understood and agreed to be bound by this Agreement.
If you accept this Agreement on behalf of a company or other legal entity, you represent and warrant that you have full authority to bind that entity.
Offer-specific terms, restrictions and conditions displayed on the Platform or otherwise communicated by Indoleads form part of this Agreement. In the event of a conflict, the Offer-specific terms shall prevail solely in relation to the relevant Offer.
1 - DEFINITIONS
a) ``Advertiser`` or ``Client`` means any third party whose products, services, websites, applications or campaigns are promoted through an Offer made available by Indoleads.
b) ``Affiliate Account`` means the account created for an Affiliate on the Platform.
c) ``Commission`` means the amount, if any, determined by Indoleads to be payable to an Affiliate for a Validated Conversion.
d) ``Conversion`` or ``Qualified Action`` means a purchase, lead, registration, installation, subscription, application, click, booking, transaction or other action specified in the applicable Offer Terms.
e) ``Validated Conversion`` means a Conversion that has been tracked, attributed, reviewed and accepted by Indoleads and, where applicable, the relevant Advertiser, and that has not been rejected, cancelled, duplicated, refunded, charged back, classified as Invalid Traffic or otherwise disqualified.
f) ``Invalid Traffic`` means any traffic, click, impression, lead, Conversion or activity that Indoleads or an Advertiser reasonably determines to be fraudulent, artificial, duplicated, incentivised without authorisation, misleading, manipulated, non-compliant, technically invalid, generated in breach of applicable Offer Terms, or otherwise not legitimately generated by an eligible end user.
g) ``Offer`` means any advertising campaign, affiliate programme, product, service, promotion or other commercial opportunity made available through the Platform.
h) ``Offer Terms`` means all terms, restrictions, payout information, permitted traffic sources, prohibited traffic sources, geographical restrictions, caps, validation rules, attribution rules, creative requirements and other conditions applicable to a particular Offer.
i) ``Platform`` means the websites, applications, systems, APIs, dashboards, tools and services operated or made available by Indoleads, including app.indoleads.com and any successor or related platform.
j) ``Sub-Affiliate`` means any person or entity to whom an Affiliate provides access to an Offer, Tracking Link or other Indoleads campaign for the purpose of generating traffic or Conversions.
k) ``Tracking Link`` means any URL, tracking code, API call, pixel, identifier, deeplink or other tracking mechanism supplied or approved by Indoleads.
l) ``Traffic Source`` means any website, application, advertisement, search campaign, social media account, email campaign, messaging platform, advertising network, Sub-Affiliate, browser extension, software, media buying account or other source through which traffic is generated.
2 - REGISTRATION, ELIGIBILITY AND ACCOUNT
a) You must provide complete, current and accurate information when applying for or maintaining an Affiliate Account.
b) You must be at least eighteen (18) years old and legally capable of entering into binding agreements. If you act on behalf of a legal entity, that entity must be validly existing and you must be authorised to act for it.
c) Indoleads may accept or reject any application, restrict access to any part of the Platform, require additional information, or impose additional conditions at its sole discretion.
d) Unless expressly approved by Indoleads, an Affiliate may maintain only one Affiliate Account and may not create additional accounts for the purpose of circumventing restrictions, suspensions, payment holds, Offer limitations or other measures imposed by Indoleads.
e) You must promptly update any information that becomes inaccurate, incomplete or outdated.
f) Indoleads may at any time require identity verification, company verification, beneficial ownership information, tax information, banking information, proof of address, Traffic Source information, advertising account information or any other documentation reasonably required for compliance, security, fraud prevention, payment processing or risk management.
g) Indoleads may suspend access to the Platform or withhold payments until requested verification has been completed to its satisfaction.
h) You are solely responsible for maintaining the confidentiality and security of your Affiliate Account, login credentials, API credentials and access keys.
i) Any activity conducted through your Affiliate Account will be deemed to have been authorised by you unless you have notified Indoleads of unauthorised access without undue delay.
j) You may not sell, transfer, sublicense, lease or otherwise provide control of your Affiliate Account to another person without prior written approval from Indoleads.
3 - OFFERS AND PARTICIPATION
a) Access to the Platform does not entitle an Affiliate to participate in any particular Offer.
b) Indoleads may approve or reject an Affiliate for any Offer and may restrict, suspend or remove access to any Offer at any time.
c) Each Offer is subject to its applicable Offer Terms.
d) You must review and comply with the current Offer Terms before promoting an Offer and throughout the period during which you promote it.
e) Where an Offer requires prior approval for a Traffic Source or promotional method, you must obtain such approval before generating traffic.
f) Approval for one Offer does not constitute approval for any other Offer.
g) Approval of one Traffic Source, website, advertising account, domain, promotional method or Sub-Affiliate does not constitute approval of any other Traffic Source, website, advertising account, domain, promotional method or Sub-Affiliate.
h) Indoleads may pause, discontinue, modify, cap, restrict or terminate an Offer at any time, including as a result of instructions received from an Advertiser.
i) Indoleads does not guarantee that any Offer will remain available for any particular period.
j) You are responsible for monitoring the Platform and communications from Indoleads for changes affecting Offers you promote.
4 - TRACKING AND ATTRIBUTION
a) All traffic must be generated through Tracking Links or tracking methods supplied or expressly approved by Indoleads.
b) You may not modify, interfere with, obscure, bypass, reverse engineer or manipulate any Tracking Link or tracking technology unless expressly authorised by Indoleads.
c) Attribution of Conversions shall be determined according to the attribution rules applicable to the relevant Offer.
d) Unless otherwise expressly agreed in writing, Indoleads' tracking records and Platform data shall govern the calculation of clicks, Conversions, Validated Conversions and Commissions, except in the case of manifest technical error demonstrated to the reasonable satisfaction of Indoleads.
e) Reports shown on the Platform may be preliminary, estimated, delayed or subsequently adjusted and do not constitute acceptance of a Conversion or an unconditional obligation to pay Commission.
f) You acknowledge that tracking may be affected by browsers, operating systems, privacy technologies, ad blockers, cookies, device settings, third-party systems, Advertiser systems, telecommunications networks, API failures and other factors outside the control of Indoleads.
g) Indoleads does not guarantee uninterrupted or error-free tracking.
h) You are responsible for testing your Tracking Links before commencing or materially increasing traffic.
i) Indoleads shall not be liable for Conversions that are not tracked or attributed due to circumstances outside its reasonable control, incorrect implementation by Affiliate, unauthorised modification of Tracking Links, third-party technology, privacy controls or other technical causes.
5 - VALIDATED CONVERSIONS
a) A Commission is payable only in respect of a Validated Conversion.
b) A Conversion shall not become a Validated Conversion merely because it appears in the Platform, tracking reports, an API response or any preliminary report.
c) To qualify, a Conversion must satisfy all applicable Offer Terms and must originate from legitimate traffic generated through an authorised Traffic Source.
d) A Conversion may be rejected if it is fraudulent, duplicated, cancelled, refunded, reversed, charged back, incomplete, technically invalid, incorrectly attributed, generated outside the permitted geography, generated using an unauthorised Traffic Source, generated in breach of Offer Terms or otherwise rejected by the relevant Advertiser.
e) Indoleads may apply validation periods, pending periods, hold periods and reconciliation periods before a Conversion becomes payable.
f) A Commission is considered earned only when the corresponding Conversion has been finally validated by Indoleads and all other applicable payment conditions under this Agreement have been satisfied.
g) Indoleads may reverse or adjust a Conversion or Commission after initial validation if information subsequently becomes available showing that the Conversion did not satisfy this Agreement or the applicable Offer Terms.
h) Where an Advertiser cancels, rejects, reverses or charges back a Conversion, Indoleads may make the corresponding adjustment to the Affiliate Account.
i) Indoleads shall have no obligation to pay Commission on a Conversion which has not been validated.
6 - COMMISSIONS AND PAYOUT RATES
a) The payout rate applicable to an Affiliate shall be the rate shown for that Affiliate in the Platform or otherwise expressly confirmed by Indoleads.
b) Payout rates may vary between Affiliates and may depend on traffic quality, volume, geography, Traffic Source, commercial arrangements, performance, account status or other factors determined by Indoleads.
c) Indoleads may change a payout rate at any time. Unless otherwise stated, a changed rate will apply to traffic generated after the change becomes effective.
d) Indoleads may retain any commercial margin, network fee, technology fee or other amount agreed between Indoleads and an Advertiser. Affiliate has no entitlement to the rate paid by the Advertiser to Indoleads or to any portion of Indoleads' commercial margin other than the payout expressly made available to Affiliate.
e) Affiliate has no right to inspect or audit agreements, invoices, pricing arrangements, margins or other confidential commercial arrangements between Indoleads and its Advertisers or other partners except to the extent expressly required by applicable law.
f) Any bonus, increased payout, promotional payout or other incentive may be subject to additional conditions and may be withdrawn or changed at any time.
7 - PAYMENTS
a) Unless otherwise stated in the Affiliate Account, the minimum payment threshold is USD 100 or its equivalent in the applicable payment currency.
b) Balances below the applicable payment threshold will ordinarily be carried forward until the threshold is reached.
c) Payment schedules and payment processing periods may vary depending on Affiliate status, Offer, Advertiser payment terms, payment method, compliance requirements and other factors.
d) Indoleads may modify payment thresholds, payment schedules, payment methods and processing conditions by updating the Platform or notifying Affiliate.
e) Payment of any Commission is expressly conditional upon Indoleads having received the corresponding funds from the relevant Advertiser where the Commission relates to an Advertiser-funded Offer.
f) Affiliate expressly accepts the credit risk associated with the relevant Advertiser.
g) Indoleads is not required to finance, advance or pay Commissions from its own funds where the corresponding Advertiser has failed, refused or delayed payment to Indoleads.
h) If an Advertiser subsequently pays Indoleads in respect of previously validated Conversions, the corresponding amount may become payable to Affiliate subject to this Agreement.
i) If an Advertiser fails to pay, becomes insolvent, disputes an invoice, reverses payment, exercises a contractual set-off or otherwise fails to fund Conversions, Indoleads shall have no liability to Affiliate for the corresponding unpaid amount.
j) Indoleads may deduct or set off against any payment owed to Affiliate any amount owed by Affiliate to Indoleads or any Indoleads affiliate under this Agreement or any other agreement.
k) Indoleads may maintain a reasonable reserve or holdback against anticipated refunds, chargebacks, reversals, fraud, compliance investigations or other potential liabilities.
l) Indoleads may suspend, delay or withhold a payment where reasonably necessary to investigate suspected fraud, Invalid Traffic, breach of this Agreement, compliance concerns, identity issues, tax issues, payment fraud or other risk.
m) No interest shall accrue on any unpaid, pending, withheld, reserved or carried-forward balance.
n) Payment methods may be restricted according to country, currency, banking availability, compliance requirements, risk level or payment provider availability.
o) Affiliate is responsible for providing complete and correct payment details.
p) Indoleads shall not be responsible for delays, rejection, loss or additional charges resulting from incorrect payment information provided by Affiliate.
q) Affiliate shall bear its own bank charges, intermediary bank charges, payment provider fees, blockchain or network fees, currency conversion costs and similar transaction costs unless Indoleads expressly agrees otherwise.
r) If a payment is returned, rejected or requires reprocessing due to Affiliate's information or circumstances, Indoleads may deduct the actual associated costs from Affiliate's balance.
s) Any balance which becomes legally classified as unclaimed money may be dealt with by Indoleads in accordance with applicable law. Once funds have been lawfully transferred to a competent governmental authority, Indoleads shall have no further obligation to administer or directly repay those funds, and the Affiliate must pursue any claim through the applicable authority.
8 - INVOICING AND TAXES
a) Affiliate is solely responsible for determining, reporting and paying all taxes, duties, levies and other governmental charges applicable to Affiliate's activities and income.
b) Affiliate must provide all tax identification numbers, registration details and documentation reasonably requested by Indoleads.
c) Indoleads may issue, generate or facilitate invoices, self-billed invoices, e-Invoices, self-billed e-Invoices, credit notes or other tax documents where permitted or required by applicable law.
d) Affiliate authorises Indoleads to generate tax or settlement documents on Affiliate's behalf to the extent required or permitted by applicable law and the payment arrangement between the parties.
e) Where applicable law requires Affiliate to issue an invoice or other tax document, payment may be conditional upon Indoleads receiving a valid and compliant document.
f) Indoleads may withhold or deduct taxes where required by applicable law.
g) Indoleads shall have no obligation to gross up any payment for taxes withheld as required by law unless expressly agreed in writing.
h) Affiliate shall indemnify Indoleads against tax liabilities, penalties, interest or costs arising from inaccurate information, failure to register, failure to report or other tax non-compliance attributable to Affiliate.
9 - TRAFFIC SOURCES AND PROMOTIONAL METHODS
a) Affiliate may generate traffic only from Traffic Sources that have been accurately declared to Indoleads and are permitted under the relevant Offer Terms.
b) Affiliate must not misrepresent or conceal the origin, nature, ownership or method of generating traffic.
c) Affiliate must provide complete Traffic Source information upon request.
d) Unless expressly permitted by the applicable Offer Terms or approved in writing by Indoleads, Affiliate may not use:
i. incentivised traffic;
ii. cashback or loyalty traffic;
iii. coupon or voucher traffic;
iv. browser extensions or toolbars;
v. adware or downloadable software;
vi. push notification traffic;
vii. pop-up, pop-under or forced-redirect traffic;
viii. email marketing;
ix. SMS or messaging campaigns;
x. adult traffic;
xi. gambling-related traffic;
xii. application-install traffic;
xiii. social media influencer traffic;
xiv. automated traffic;
xv. API-generated traffic;
xvi. Sub-Affiliate traffic; or
xvii. any other traffic type designated by Indoleads or the Advertiser as restricted.
e) An Affiliate must not use a permitted Traffic Source in a manner that would otherwise violate this Agreement, applicable law or the Offer Terms.
f) Indoleads may require Affiliate to cease using any Traffic Source immediately.
10 - PROHIBITED PRACTICES
a) Affiliate shall not engage in any misleading, deceptive, fraudulent, unlawful or abusive advertising practice.
b) Without limitation, Affiliate shall not:
i. generate fake, automated, bot or non-human traffic;
ii. generate self-referrals or transactions controlled by Affiliate unless expressly permitted;
iii. use cookie stuffing, forced clicks, click injection, click spam or similar techniques;
iv. manipulate attribution;
v. alter referrers, device information, IP information, conversion data or tracking parameters for deceptive purposes;
vi. use malware, spyware, adware, stealware or malicious code;
vii. engage in cloaking or intentionally show materially different content to Advertisers, Indoleads, advertising platforms or compliance reviewers than is shown to end users;
viii. impersonate Indoleads or an Advertiser;
ix. falsely claim to be an official website, authorised representative, customer support service or employee of Indoleads or an Advertiser;
x. create fake reviews, testimonials, ratings, endorsements or user experiences;
xi. make false or unsubstantiated claims relating to a product or service;
xii. promote illegal goods or services;
xiii. interfere with another affiliate's tracking or attribution;
xiv. intentionally exploit technical errors, tracking bugs, pricing errors or vulnerabilities;
xv. use stolen payment information or facilitate payment fraud;
xvi. mislead users regarding pricing, subscriptions, refunds, availability or product characteristics;
xvii. use unauthorised creatives or materially modify approved creatives in a misleading manner; or
xviii. take any action intended to generate Commission without delivering legitimate commercial value to the relevant Advertiser.
11 - TRADEMARKS, SEARCH ADVERTISING AND BRAND USE
a) Affiliate may use Advertiser or Indoleads trademarks only to the extent expressly permitted by the applicable Offer Terms.
b) Unless expressly authorised, Affiliate may not bid on or purchase keywords containing the trademarks, brand names, company names, product names, domain names or misspellings of Indoleads or an Advertiser.
c) Affiliate may not register or use any domain name, subdomain, social media account, application name, advertising account or other identifier that is identical or confusingly similar to the name, trademark or domain of Indoleads or an Advertiser.
d) Affiliate may not use a trademark in a manner that suggests ownership, official status, sponsorship or endorsement where none exists.
e) Affiliate must comply with any negative keyword, paid-search, SEO or brand bidding restrictions specified in the Offer Terms.
f) Indoleads may require immediate cessation of any brand use that it or an Advertiser considers unauthorised.
12 - COUPONS, CASHBACK AND INCENTIVES
a) Coupon, voucher, promotional code, cashback, loyalty and incentive promotion is permitted only where expressly authorised.
b) Affiliate may advertise only genuine, current and authorised promotional codes.
c) Affiliate shall not advertise expired, fabricated, unauthorised or misleading coupon codes.
d) Affiliate shall not claim that a code or discount is exclusive unless expressly authorised.
e) Affiliate shall not use misleading ``click to reveal``, fake discount, fake scarcity or similar techniques intended primarily to obtain attribution without providing the advertised benefit.
f) Affiliate must promptly remove expired or withdrawn promotions after receiving notice or becoming aware of their expiry.
13 - EMAIL, SMS, MESSAGING AND PUSH NOTIFICATIONS
a) Where such promotional methods are permitted, Affiliate must comply with all applicable marketing, privacy, electronic communications and anti-spam laws.
b) Affiliate must have all legally required consents before sending commercial messages.
c) Affiliate may not use purchased, harvested, scraped or otherwise unlawfully obtained contact lists.
d) Commercial communications must accurately identify the sender and must not use deceptive sender information, subject lines or content.
e) Affiliate must provide a legally compliant and effective opt-out or unsubscribe mechanism where required.
f) Where Indoleads or an Advertiser provides a suppression list, Affiliate must suppress all addresses or recipients appearing on that list before conducting the campaign.
g) Suppression lists are Confidential Information and may be used only for compliance purposes.
h) Affiliate must promptly honour opt-out and consent withdrawal requests.
i) Indoleads may request evidence of consent, campaign content, sending records, opt-out records and other compliance documentation.
14 - SUB-AFFILIATES AND AFFILIATE NETWORKS
a) Affiliate may use Sub-Affiliates only where permitted by Indoleads and the applicable Offer Terms.
b) Affiliate remains fully responsible for all acts and omissions of its Sub-Affiliates as if such acts or omissions were those of Affiliate.
c) Affiliate must impose contractual obligations on each Sub-Affiliate that are no less protective of Indoleads and Advertisers than the relevant obligations contained in this Agreement.
d) Affiliate shall maintain accurate records identifying each Sub-Affiliate and its Traffic Sources.
e) Upon request, Affiliate must promptly provide Indoleads with the identity, contact information, sub-ID, placement, Traffic Source and other relevant information relating to a Sub-Affiliate.
f) Affiliate shall not knowingly conceal the identity or Traffic Source of a Sub-Affiliate.
g) Indoleads may require Affiliate to suspend or terminate any Sub-Affiliate immediately.
h) Affiliate shall be responsible for all losses, chargebacks, claims, penalties and costs caused by its Sub-Affiliates.
15 - FRAUD, INVALID TRAFFIC AND INVESTIGATIONS
a) Indoleads maintains zero tolerance for fraud and deliberate manipulation of affiliate tracking or attribution.
b) Indoleads may use its own data, Advertiser data, third-party fraud detection services, device information, traffic patterns, conversion behaviour, payment information and other evidence to identify Invalid Traffic.
c) Where Indoleads suspects fraud, Invalid Traffic or a material breach, it may immediately:
i. suspend the Affiliate Account;
ii. pause affected traffic;
iii. disable Tracking Links;
iv. suspend access to one or more Offers;
v. withhold unpaid Commissions;
vi. create or increase a payment reserve;
vii. request evidence or documentation;
viii. reject or reverse Conversions;
ix. charge back previously credited Commissions;
x. offset losses against other balances; and/or
xi. terminate this Agreement.
d) Affiliate must cooperate fully with any investigation and provide requested information within the time specified by Indoleads.
e) Such information may include advertising account records, invoices, click logs, server logs, referring URLs, campaign identifiers, screenshots, audience targeting information, Sub-Affiliate details, user acquisition records and other evidence relevant to the investigation.
f) Failure or refusal to provide reasonably requested evidence may itself constitute grounds for rejection of affected traffic and termination of the Affiliate Account.
g) Where the integrity of an Affiliate Account or traffic cannot reasonably be separated between legitimate and illegitimate activity, Indoleads may withhold or reject affected unpaid Commissions to the extent reasonably necessary to protect Indoleads and the relevant Advertiser from loss.
h) Affiliate shall reimburse Indoleads for losses, refunds, chargebacks, penalties and reasonable investigation or enforcement costs resulting from Affiliate's fraud or material breach.
16 - LEGAL AND REGULATORY COMPLIANCE
a) Affiliate must comply with all laws, regulations, codes, advertising standards and regulatory requirements applicable to its activities.
b) Without limitation, Affiliate is responsible for compliance with applicable laws concerning advertising, consumer protection, electronic communications, privacy, personal data, intellectual property, taxation, anti-bribery, anti-corruption, sanctions, export controls and unfair commercial practices.
c) Affiliate shall not use the Platform for any unlawful purpose or in any manner that could expose Indoleads or an Advertiser to legal, regulatory, reputational or financial risk.
d) Affiliate represents that neither Affiliate nor, to Affiliate's knowledge, any person controlling Affiliate is subject to sanctions that would make dealings with Affiliate unlawful.
e) Indoleads may refuse, suspend or terminate business with any Affiliate where required or reasonably considered appropriate for sanctions, anti-money laundering, banking, payment processing or other compliance reasons.
f) Affiliate must maintain any licences, registrations, consents or permits required for its activities.
17 - DATA PROTECTION AND PRIVACY
a) Each party shall comply with applicable privacy and personal data protection laws in connection with its activities under this Agreement.
b) Affiliate is solely responsible for ensuring that its collection, processing, use and disclosure of personal data is lawful.
c) Affiliate must maintain an accurate and legally compliant privacy notice wherever required by applicable law.
d) Affiliate must obtain valid consent or establish another lawful basis for cookies, tracking technologies, advertising identifiers, direct marketing and personal data processing wherever required.
e) Affiliate must not provide Indoleads or an Advertiser with personal data that Affiliate is not legally authorised to collect, process or disclose.
f) Affiliate shall implement appropriate technical and organisational security measures designed to protect personal data against unauthorised access, disclosure, alteration, loss or destruction.
g) Affiliate must notify Indoleads without undue delay if Affiliate becomes aware of a personal data breach that may affect Indoleads, an Advertiser, the Platform or data processed in connection with an Offer.
h) Affiliate shall reasonably cooperate with Indoleads in connection with data subject requests, regulatory enquiries, security incidents and other legally required privacy procedures.
i) Where a separate data processing agreement is required by applicable law, the parties may enter into such agreement and it shall form part of this Agreement.
j) Each party is responsible for its own compliance obligations unless the parties expressly agree otherwise in writing.
k) Indoleads may process information relating to Affiliate, its representatives and its use of the Platform in accordance with the Indoleads Privacy Policy and applicable law.
18 - INTELLECTUAL PROPERTY
a) Subject to this Agreement and applicable Offer Terms, Indoleads grants Affiliate a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to use approved Tracking Links and promotional materials solely for participation in authorised Offers.
b) No ownership rights are transferred to Affiliate.
c) Affiliate may not modify, reproduce, distribute, sell, sublicense or create derivative works from Indoleads or Advertiser intellectual property except as expressly authorised.
d) All rights not expressly granted are reserved.
e) Upon suspension or termination of an Offer or this Agreement, Affiliate must immediately cease using the affected intellectual property.
f) Affiliate grants Indoleads a worldwide, royalty-free right to use feedback, suggestions and recommendations voluntarily provided by Affiliate for the purpose of improving the Platform and Indoleads services, without obligation to compensate Affiliate.
19 - CONFIDENTIALITY
a) ``Confidential Information`` includes non-public commercial, financial, technical, operational and business information disclosed by or through Indoleads, including Advertiser information, private Offer Terms, payout structures, internal reporting, APIs, technical documentation, suppression lists, customer information, fraud procedures and non-public pricing.
b) Confidential Information does not include information that Affiliate can demonstrate:
i. is or becomes publicly available without breach of this Agreement;
ii. was lawfully known to Affiliate without confidentiality obligations;
iii. was independently developed without use of Confidential Information; or
iv. was lawfully received from a third party without confidentiality restrictions.
c) Affiliate shall use Confidential Information solely for participation in the Platform and shall not disclose it except to personnel or professional advisers who have a legitimate need to know and are subject to appropriate confidentiality obligations.
d) If disclosure is legally required, Affiliate shall, where legally permitted, provide prompt notice to Indoleads before making the disclosure.
e) Affiliate shall not use Confidential Information to circumvent, interfere with or improperly exploit Indoleads' commercial relationships with Advertisers or other partners.
f) These confidentiality obligations survive termination of this Agreement.
20 - AFFILIATE REPRESENTATIONS AND WARRANTIES
a) Affiliate represents and warrants on a continuing basis that:
i. it has full legal capacity and authority to enter into this Agreement;
ii. all information supplied to Indoleads is true, complete and current;
iii. its activities comply with this Agreement and applicable law;
iv. it owns or has all rights required to operate its Traffic Sources;
v. its content does not infringe the rights of any third party;
vi. its traffic is generated legitimately;
vii. it has obtained all consents and permissions required for its marketing activities;
viii. it will not knowingly expose Indoleads or an Advertiser to unlawful activity; and
ix. it is not relying on any promise of specific revenue, traffic, Conversion rate, Offer availability or earnings.
b) Affiliate is solely responsible for evaluating whether participation in the Platform and any Offer is commercially suitable for Affiliate.
21 - SUSPENSION AND TERMINATION
a) Affiliate may terminate this Agreement at any time by ceasing all promotional activity, removing Tracking Links and requesting closure of the Affiliate Account.
b) Indoleads may suspend or terminate this Agreement, an Affiliate Account or Affiliate's participation in any Offer at any time, with or without cause and with or without prior notice, to the fullest extent permitted by applicable law.
c) Indoleads may terminate immediately where it suspects fraud, Invalid Traffic, legal non-compliance, security risk, reputational risk, non-payment risk, abuse of the Platform or material breach of this Agreement.
d) Upon termination, Affiliate must immediately stop using all affected Tracking Links, creatives, trademarks and other Indoleads or Advertiser materials.
e) Termination does not create an unconditional right to payment of pending, unvalidated, disputed or unpaid Commissions.
f) Following termination, Indoleads may continue to apply validation periods, reserves, chargebacks, Advertiser non-payment provisions and other reconciliation procedures.
g) Any final amount payable to Affiliate shall be limited to undisputed Validated Conversions for which all payment conditions under this Agreement have been satisfied, less any deductions, offsets, reserves, chargebacks, taxes or costs permitted under this Agreement.
h) Provisions which by their nature are intended to survive termination shall survive, including provisions relating to payments, chargebacks, taxes, confidentiality, intellectual property, indemnification, limitation of liability, disputes and governing law.
22 - INDEMNIFICATION
a) Affiliate shall indemnify, defend and hold harmless Indoleads, its parent companies, subsidiaries, affiliates, Advertisers, licensors, service providers and their respective directors, officers, employees, representatives and agents from and against any claims, demands, proceedings, investigations, liabilities, losses, damages, fines, penalties, settlements, chargebacks, refunds, costs and expenses, including reasonable legal fees, arising out of or relating to:
i. Affiliate's breach of this Agreement or Offer Terms;
ii. Affiliate's Traffic Sources or promotional activities;
iii. acts or omissions of Affiliate's Sub-Affiliates;
iv. any allegation that Affiliate's content infringes intellectual property or other rights;
v. fraud or Invalid Traffic attributable to Affiliate;
vi. Affiliate's violation of law or regulation;
vii. Affiliate's processing of personal data;
viii. Affiliate's tax obligations;
ix. claims made by users, customers, regulators, advertising platforms or third parties relating to Affiliate's activities; or
x. Affiliate's misuse of the Platform, Tracking Links, Offers or Advertiser materials.
b) Indoleads may assume control of the defence or settlement of any matter subject to indemnification, and Affiliate shall provide reasonable cooperation.
c) Affiliate shall not settle any claim in a manner that admits liability on behalf of Indoleads, imposes obligations on Indoleads or adversely affects Indoleads without prior written consent.
23 - DISCLAIMERS
a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, OFFERS, TRACKING LINKS, DATA, REPORTS, CREATIVES, TECHNOLOGY AND ALL RELATED SERVICES ARE PROVIDED ``AS IS`` AND ``AS AVAILABLE``.
b) INDOLEADS DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY AND PERFORMANCE.
c) INDOLEADS DOES NOT WARRANT THAT THE PLATFORM, TRACKING OR ANY OFFER WILL BE UNINTERRUPTED, ERROR-FREE, SECURE OR AVAILABLE AT ANY PARTICULAR TIME.
d) INDOLEADS MAKES NO GUARANTEE REGARDING TRAFFIC, CONVERSION RATES, COMMISSIONS, REVENUE, PROFITABILITY OR THE CONTINUED AVAILABILITY OF ANY ADVERTISER OR OFFER.
e) INDOLEADS IS NOT THE SELLER OR PROVIDER OF PRODUCTS OR SERVICES OFFERED BY THIRD-PARTY ADVERTISERS AND SHALL NOT BE RESPONSIBLE FOR THEIR PRODUCTS, SERVICES, WEBSITES, APPLICATIONS, CUSTOMER SERVICE, WARRANTIES, REFUNDS, CONDUCT OR LEGAL COMPLIANCE.
f) INDOLEADS SHALL NOT BE RESPONSIBLE FOR ACTS, OMISSIONS, INSTRUCTIONS, SYSTEMS, DATA OR DECISIONS OF AN ADVERTISER OR OTHER THIRD PARTY.
g) NO INFORMATION, REPORT, STATISTIC, FORECAST, RECOMMENDATION OR COMMUNICATION PROVIDED BY INDOLEADS CONSTITUTES LEGAL, TAX, FINANCIAL OR INVESTMENT ADVICE.
24 - LIMITATION OF LIABILITY
a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INDOLEADS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER NON-DIRECT DAMAGES.
b) WITHOUT LIMITATION, INDOLEADS SHALL NOT BE LIABLE FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF OPPORTUNITY, LOSS OF GOODWILL, LOSS OF DATA, LOSS OF ANTICIPATED SAVINGS, ADVERTISING EXPENDITURE OR OTHER ECONOMIC LOSS, WHETHER DIRECT OR INDIRECT, TO THE EXTENT SUCH LIABILITY MAY LAWFULLY BE EXCLUDED.
c) INDOLEADS SHALL NOT BE LIABLE FOR:
i. AN ADVERTISER'S FAILURE, REFUSAL OR DELAY IN PAYMENT;
ii. AN ADVERTISER'S REJECTION, CANCELLATION OR CHARGEBACK OF A CONVERSION;
iii. TRACKING OR ATTRIBUTION ERRORS OUTSIDE INDOLEADS' REASONABLE CONTROL;
iv. THIRD-PARTY PLATFORM OR TECHNOLOGY FAILURES;
v. BROWSER, COOKIE, DEVICE OR PRIVACY-TECHNOLOGY RESTRICTIONS;
vi. PAYMENT PROVIDER, BANKING OR DIGITAL ASSET NETWORK FAILURES;
vii. CURRENCY FLUCTUATIONS OR CONVERSION COSTS;
viii. LOSS CAUSED BY INCORRECT INFORMATION PROVIDED BY AFFILIATE;
ix. SUSPENSION OR TERMINATION OF AN ADVERTISING ACCOUNT OR OTHER THIRD-PARTY SERVICE USED BY AFFILIATE;
x. CHANGES TO LAWS, REGULATIONS, PLATFORM POLICIES OR ADVERTISER REQUIREMENTS;
xi. CYBERATTACKS, DDOS ATTACKS OR UNAUTHORISED THIRD-PARTY ACTIVITY OUTSIDE INDOLEADS' REASONABLE CONTROL;
xii. THE CONDUCT, PRODUCTS OR SERVICES OF AN ADVERTISER; OR
xiii. ANY EVENT DESCRIBED IN SECTION 25.
d) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF INDOLEADS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PLATFORM OR ANY OFFER, UNDER ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY COMBINED, SHALL NOT EXCEED THE TOTAL AMOUNT OF COMMISSIONS ACTUALLY PAID BY INDOLEADS TO AFFILIATE DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
e) IF NO COMMISSIONS WERE PAID TO AFFILIATE DURING THAT THREE-MONTH PERIOD, INDOLEADS SHALL HAVE NO MONETARY LIABILITY EXCEPT TO THE EXTENT LIABILITY CANNOT LAWFULLY BE EXCLUDED.
f) THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF WHETHER INDOLEADS WAS ADVISED OF THE POSSIBILITY OF THE LOSS AND REGARDLESS OF THE LEGAL THEORY ON WHICH A CLAIM IS BASED.
g) Affiliate acknowledges that the limitations and allocation of risk contained in this Agreement are fundamental elements of the commercial relationship between the parties.
h) Nothing in this Agreement excludes or limits liability to the extent that such liability cannot lawfully be excluded or limited.
i) To the maximum extent permitted by applicable law, any claim arising from this Agreement must be commenced within twelve (12) months after the event giving rise to the claim, failing which the claim shall be permanently barred.
25 - FORCE MAJEURE
a) Indoleads shall not be liable for any failure, delay, interruption, loss or inability to perform caused by circumstances beyond its reasonable control.
b) Such circumstances include natural disasters, flood, fire, epidemic, pandemic, war, terrorism, civil unrest, labour disputes, government action, sanctions, changes in law, power failure, telecommunications failure, internet disruption, cyberattack, distributed denial-of-service attack, hosting failure, cloud service failure, payment network failure, banking disruption, digital asset network disruption, Advertiser system failure or other comparable event.
c) Indoleads may suspend affected obligations for the duration of such circumstances.
26 - DISPUTES AND RECONCILIATION
a) Affiliate must review account statements, reports and payments promptly.
b) Any dispute regarding tracking, a Conversion, Commission, invoice, statement or payment must be submitted to Indoleads in writing with sufficient supporting information within thirty (30) days after the relevant report, statement, invoice or payment becomes available.
c) Failure to submit a dispute within that period constitutes acceptance of the relevant report, statement, invoice or payment to the maximum extent permitted by applicable law.
d) Affiliate must provide reasonable supporting evidence for any claimed discrepancy.
e) The parties shall make reasonable efforts to reconcile a genuine tracking discrepancy.
f) In the absence of manifest error, Indoleads' tracking and accounting records shall govern.
g) The existence of a dispute does not prevent Indoleads from paying undisputed amounts or exercising rights of suspension, reserve, chargeback or set-off.
27 - MODIFICATIONS
a) Indoleads may modify this Agreement, Offer Terms, Platform rules, payout structures, payment procedures or other programme conditions from time to time.
b) Changes may be communicated through the Platform, website, Affiliate Account, email or other reasonable electronic means.
c) Unless another effective date is specified, changes shall become effective when posted or communicated.
d) Changes required for legal compliance, security, fraud prevention, Advertiser requirements or the protection of the Platform may take effect immediately.
e) Continued access to or use of the Platform or continued promotion of any Offer after a change becomes effective constitutes acceptance of the revised terms.
f) If Affiliate does not agree to a change, Affiliate's sole remedy is to stop using the affected Offer or terminate this Agreement.
28 - NOTICES AND ELECTRONIC COMMUNICATIONS
a) Affiliate consents to receiving notices and contractual communications electronically.
b) Indoleads may provide notices by email, through the Platform, through the Affiliate Account or by publication on the relevant Indoleads website.
c) Affiliate is responsible for maintaining a valid email address and regularly reviewing communications and notices made available through the Platform.
d) A notice sent to the email address registered in the Affiliate Account shall be deemed received when sent unless Indoleads receives a delivery failure notification.
e) Affiliate may send formal notices to Indoleads using the contact details designated for such purpose on the Indoleads website or Platform.
29 - ASSIGNMENT
a) Affiliate may not assign, transfer, novate or otherwise dispose of this Agreement or any rights under it without prior written consent from Indoleads.
b) Indoleads may assign, transfer or novate this Agreement, in whole or in part, to an affiliate, successor, purchaser of its business or other entity without Affiliate's consent.
c) Subject to the foregoing, this Agreement binds and benefits the parties and their permitted successors and assigns.
30 - INDEPENDENT CONTRACTORS
a) The parties are independent contractors.
b) Nothing in this Agreement creates any partnership, joint venture, employment, franchise, fiduciary, agency or representative relationship between Affiliate and Indoleads.
c) Affiliate has no authority to make representations, incur obligations or enter into commitments on behalf of Indoleads or any Advertiser.
d) Affiliate is solely responsible for its employees, contractors, Sub-Affiliates, operating expenses and business activities.
31 - GOVERNING LAW AND DISPUTE RESOLUTION
a) This Agreement and any non-contractual obligations arising out of or relating to it shall be governed by the laws of Malaysia.
b) Any dispute, controversy or claim arising out of or relating to this Agreement, including its existence, validity, interpretation, performance, breach or termination, that cannot be resolved amicably shall be finally resolved by arbitration administered by the Asian International Arbitration Centre (Malaysia) (``AIAC``) in accordance with the AIAC Arbitration Rules in force at the time the arbitration is commenced.
c) The seat of arbitration shall be Kuala Lumpur, Malaysia.
d) The tribunal shall consist of one (1) arbitrator.
e) The language of the arbitration shall be English.
f) The arbitral award shall be final and binding on the parties.
g) Nothing in this Section prevents either party from seeking urgent interim or injunctive relief from a court of competent jurisdiction where necessary to protect confidential information, intellectual property, account security or prevent fraud or other immediate harm.
h) To the maximum extent permitted by applicable law, each party shall bring claims only in its individual capacity and not as a plaintiff, claimant or member in any purported class, collective, representative or consolidated proceeding.
32 - GENERAL PROVISIONS
a) This Agreement, together with applicable Offer Terms and any expressly incorporated policies, constitutes the entire agreement between the parties concerning Affiliate's participation in the Platform and supersedes prior discussions, representations and agreements concerning the same subject matter.
b) No purchase order, insertion order, website terms or other document supplied by Affiliate shall modify this Agreement unless expressly accepted in writing by an authorised representative of Indoleads.
c) If any provision is found invalid, illegal or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable while preserving its intended commercial effect, and the remaining provisions shall continue in full force.
d) Failure or delay by Indoleads to enforce any right does not constitute a waiver of that right.
e) A waiver is effective only if expressly made in writing by an authorised representative of Indoleads.
f) Headings are for convenience only and do not affect interpretation.
g) Words in the singular include the plural and vice versa where the context requires.
h) References to ``including`` or ``includes`` mean ``including without limitation``.
i) This Agreement may be accepted electronically and an electronic acceptance shall have the same effect as a written acceptance to the extent permitted by applicable law.
j) If this Agreement is translated into another language, the English-language version shall prevail in the event of inconsistency unless applicable law requires otherwise.
33 - ACCEPTANCE
a) By applying to the Platform, creating or using an Affiliate Account, accepting an Offer, generating traffic through a Tracking Link or otherwise participating in the Indoleads affiliate programme, Affiliate confirms that it has read, understood and accepted this Agreement.
b) If Affiliate does not agree to this Agreement, Affiliate must not apply for, access or use the Platform and must not promote any Offer.
c) This Agreement was last revised on 9 August 2026.