For the purposes of these Terms and Conditions, the Vinaplex Technology Web site, HostProfessor.com will hereinafter be referred to as "Vinaplex Technology Site". All orders or other requests for advertising, whether from an advertiser, made by the advertiser directly, or through an agency (collectively, "Advertiser"), are governed by these terms and conditions (this "Agreement") and the order form ("Insertion Order"). By submitting advertising for inclusion on a Vinaplex Technology Site, Advertiser agrees to the following terms and conditions: Insertion All advertising materials must conform to the specifications and guidelines provided by Vinaplex Technology on the Insertion Order. The Vinaplex Technology Site on which the advertising materials will appear may contain Vinaplex Technology and third party content. Vinaplex Technology shall have the right to reject any part of the advertising materials based on either inappropriateness or lack of space therefor. If Advertiser submits an advertising material which is larger than the specification allows, and insufficient time remains for Vinaplex Technology to contact Advertiser regarding such non-compliance, Vinaplex Technology may at its own discretion include the advertising materials in the Vinaplex Technology Site, and charge Advertiser a reasonable amount to cover Vinaplex Technology's extra costs regarding such noncompliance. Vinaplex Technology shall not be held responsible for any Advertiser claims made or obligations contained in the content of the Insertion. NO INSERTION ORDER WILL BE BINDING UPON VINAPLEX TECHNOLOGY UNLESS ACCEPTED IN WRITING BY VINAPLEX TECHNOLOGY OR VINAPLEX TECHNOLOGY BEGINS FULFILLMENT OF SUCH ORDER, WHICHEVER OCCURS FIRST. THIS AGREEMENT DOES NOT REQUIRE VINAPLEX TECHNOLOGY TO ACCEPT ANY INDIVIDUAL INSERTION ORDER SUBMITTED BY ADVERTISER. Delivery Advertiser will deliver the advertising materials to Vinaplex Technology in electronic form at least five (5) business days before the scheduled run date, or as otherwise instructed. Advertiser acknowledges that time is of the essence in providing the foregoing to Vinaplex Technology, and Advertiser's failure to meet the foregoing time requirements or any applicable specifications may delay or prevent delivery of the advertisements hereunder. All advertising materials must include all relevant copyright, trademark and other proprietary rights notices Advertiser desires to have included with any reproduction of the advertising materials on the Vinaplex Technology Site. Vinaplex Technology reserves the right, in its discretion, to make formatting changes to the advertising materials. If Advertiser fails to comply with the delivery date listed in the Insertion Order, Vinaplex Technology is under no obligation to refund the fee (if any), or to include the advertising materials on any of the Vinaplex Technology Site. Changes and Cancellations All artwork must be received at least five (5) business days in advance of online publication date. Cancellations or copy changes will not be accepted after the published closing date of the update to the Vinaplex Technology Site. Changes to artwork must be received by Vinaplex Technology at least three (3) days in advance of online publication date. Vinaplex Technology reserves the right to change any of its ad banner specifications at any time. Any cancellations or change orders must be made in writing and acknowledged by Vinaplex Technology. Change orders cannot be submitted any more frequently than once every ten (10) days. This Agreement may be cancelled or changed by Vinaplex Technology or advertiser/agency on thirty (30) days written notice to the other party. Vinaplex Technology may immediately terminate this Agreement if any change occurs in any applicable laws or regulations that would, in Vinaplex Technology's reasonable opinion, render Vinaplex Technology' performance hereunder illegal or otherwise subject to legal challenge. Payment Unless otherwise agreed in writing, all invoices are due and payable upon receipt. If payment is not made timely, Vinaplex Technology at its option, may discontinue inclusion and distribution of all advertising materials submitted by Advertiser to Vinaplex Technology on the Vinaplex Technology Site at any time. In addition, the advertiser/agency shall be liable to Vinaplex Technology for all solicitors' costs and other costs of collection. Interest will accrue on any past due amounts at the rate of one percent (1%) per month, but not in excess of the lawful maximum. Vinaplex Technology shall have the right to hold the advertiser and/or its agency or agent jointly and severally liable for all amount due. Renewal Except as set forth in the Insertion Order, any renewal of the Insertion Order and acceptance of any additional advertising order shall be at Vinaplex Technology's sole discretion. Pricing for any renewal period is subject to change by Vinaplex Technology from time to time. Clicks Guaranteed If Vinaplex Technology fails to provide the guaranteed number of clicks, Vinaplex Technology will make good on this Agreement by providing Advertiser with carry forward their campaign until the guaranteed numbers are fulfill. Vinaplex Technology will not make good for under-delivery due to delays caused by Advertiser. Cancellation And Refund Policy Advertiser who wish to cancel must provide official notification by email. Include the reasons for cancellation from the program. Notification must come from the advertiser email account. Cancellation is effective as of the date the email was sent. In the case of campaign is running half way, fund return will be base on pro-rata basis. Licenses The Advertiser represents that the Advertiser is the owner or is licensed to use the entire contents and subject matter contained in its advertising and collateral information, including, without limitation, (a) the names and/or pictures of persons; (b) any copyrighted material, trademarks, service marks, logos, and/or depictions of trademarked or service marked goods or services; and (c) any testimonials or endorsements contained in any advertisement submitted to Vinaplex Technology. Advertiser hereby grants Vinaplex Technology a non-exclusive, worldwide, royalty-free right and license to use, reproduce, publish, publicly perform and publicly display all such advertising materials on the Vinaplex Technology Site. Misleading Advertisement The Advertiser shall not include any advertising on Vinaplex Technology site that is misleading, unfair or deceptive and all advertising on the Vinaplex Technology site shall comply with all applicable laws and regulations. The Advertiser agency shall indemnify Vinaplex Technology and hold Vinaplex Technology against all loss, liability, damage and expense of any nature (including legal fees) arising out of the Advertiser's breach of this Clause. Rejections Vinaplex Technology reserves the right, without liability, to reject, omit or exclude any advertisement or to reject or terminate any links based on either inappropriateness or lack of space therefor. If Advertiser submits an advertising material which is larger than the specification as stated in the Insertion Order allows, and insufficient time remains for Vinaplex Technology to contact Advertiser regarding such non-compliance, Vinaplex Technology may at its own discretion include the advertising materials in the Vinaplex Technology Site, and charge Advertiser a reasonable amount to cover Vinaplex Technology's extra costs regarding such noncompliance. Vinaplex Technology shall not be held responsible for any Advertiser claims made or obligations contained in the content of the Insertion. Indemnity Advertiser agrees to indemnify, defend and hold harmless Vinaplex Technology, and its employees, representatives and agents, from and against any and all losses, damages, suits, judgments, costs and expenses, including reasonable attorney's fees, arising out of or in connection with any claims, suits, actions, or other proceedings brought against Vinaplex Technology or such party based on or arising from: (a) advertisements or other content supplied by Advertiser, including any claim that it infringes any copyright, trademark or other intellectual property right of a third party or contains any material that is obscene, defamatory, violates any law or regulation, or breaches the rights of any person or entity, including, without limitation, rights of publicity, privacy or personality, or is otherwise actionable; (b) Advertiser's products or services, including any claim that they are illegal or may harm a third party in any manner; (c) a breach by Advertiser of any representation or warranty contained herein; or (d) the development, operation, maintenance or content contained on Advertiser's web site; provided that Vinaplex Technology provides Advertiser with prompt written notice of such claim, suit action or other proceeding, and allows Advertiser the option of assuming sole control and authority over the defense or settlement of such claim or action (provided that Advertiser shall not enter into any settlement which materially affects Vinaplex Technology's rights without Vinaplex Technology's prior written consent). Limitation of Liability Vinaplex Technology shall not be liable for any errors in content or omissions. Should an error appear in an advertisement, Vinaplex Technology's liability will be limited to the cost of the advertisement (pro-rated for the publishing completed). Vinaplex Technology will not be liable for any delays in delivery and/or non-delivery in the event of an act of God, action by any government entity, transportation, strike, network difficulties, electronic malfunction, etc. or any feasibility, reliability, or effectiveness related to the Vinaplex Technology Site. Vinaplex Technology does not represent or warrant that the Vinaplex Technology site will meet the objectives or needs of Advertiser or any third party. In no event will Vinaplex Technology be liable for any failure, disruption, downtime, interruption, miscalculation, delay, inaccuracy, or other non-performance related to the Vinaplex Technology Site. UNDER NO CIRCUMSTANCES WILL VINAPLEX TECHNOLOGY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, FOR LOST INCOME OR PROFITS, IN ANY WAY ARISING OUT OF OR RELATED TO THIS CONTRACT, EVEN IF VINAPLEX TECHNOLOGY HAD BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. Choice of Law This contract shall be interpreted and construed in accordance with the laws of Malaysia and each party hereby submits to the non-exclusive jurisdiction of the Malaysian courts. Publicity The terms and conditions of this Agreement are confidential. Any disclosures by either party about the existence of this Agreement, its terms and conditions, and the activities contemplated herein are subject to the disclosing party obtaining the prior written approval of the other party. Notwithstanding the foregoing, Vinaplex Technology is allowed to publicize the fact of Advertiser's Insertion on the Vinaplex Technology Site, including the content of the advertising materials therein, without needing Advertiser's prior approval. Assignment This Agreement cannot be sold, assigned or transferred by the advertiser/agency to any party. Miscellaneous If any portion of this Agreement is found unenforceable for any reason, the remainder will remain in full force and effect. No waiver by Vinaplex Technology shall operate as a waiver of any other provision or any subsequent default. This Agreement is the parties' entire agreement relating to its subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, conditions, representations and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the parties relating to its subject matter during the term of this Agreement. Vinaplex Technology will not be bound by the representations of any agents, brokers, or other third parties. Any modifications must be in writing and signed by an authorised representative of Vinaplex Technology.