Publisher and Advertiser Agreement
PENGIKLAN
This Agreement is made and entered into this Tuesday of Perjanjian kerjasama ini dibuat dan diberlakukan pada hari
September 1st 2015, by and between: Selasa pada 1 September 2015, oleh dan antara:
1. PT. ALTERMYTH (Indonesia) (“Altermyth), a company
duly organized and existing under the laws of The
Republic Of Indonesia , with its registered address at
Jl. Sultan Agung No. 7, Setiabudi, Jakarta Selatan,
Indonesia, Hereinafter referred to as “Altermyth” and
acting through its duly authorized representative
2. Eway Join Stock Company (Vietnam) (“ Eway ”), a
company duly organized and existing under the laws
of Vietnam , with its registered address at No 10,
Block B, Apartment building of the Hanoi Architectural
University, Van Quan Ward, Ha Dong District, Hanoi
City, Vietnam, Hereinafter referred to as “Eway” and
acting through its duly authorized representative
In this Agreement Altermyth and Eway maybe also referred
to individually as the “Party” and collectively as the
“Parties”, as the text may require.
1. DEFINITIONS
“Affiliates” means, of any specified person, any other
person directly or indirectly controlling or controlled by
or under direct or indirect common control of such
specified person.
“Agreement” means the Insertion Order together with
the agreement.
“Advertiser” means the person or company named as
purchaser of Services
“Confidential Information” means all proprietary
information, IP Rights, drawings, specifications,
technical data and any of the documents, materials
developed by PROVIDER or PROVIDER’s subcontractors
for delivery to ADVERTISER, whether written or oral,
furnished by or on behalf of ADVERTISER relating to or
concerning Services performed under the scope of the
Agreement or related to commercial or industrial
secrets of the Parties.
“Insertion Order or IO” means the order form issued by
ADVERTISER to PROVIDER containing the Terms and
Conditions.
“IP Rights” means all rights over inventions (patents),
utility models, copyright and related rights, trademarks,
service marks, trade names, domain names, industrial
designs, computer software, databases, integrated
PERJANJIAN KERJASAMA PUBLISHER DAN
1. PT. ALTERMYTH (Indonesia) (“ALTERMYTH),
perusahaan yang berada dan bernaung di bawah hukum
Republik Indonesia, beralamatkan di Jl. Sultan Agung
No.7, Setiabudi, Jakarta Selatan, Indonesia, Selanjutnya
akan disebut sebagai “Altermyth” dan bertindak melalui
perwakilannya yang sah.
2. Eway Join Stock Company (Vietnam) (“ Eway ”),
perusahaan yang berada dan bernaung di bawah hukum
Vietnam, beralamatkan di No 10, Block B, Apartment
building of the Hanoi Architectural University, Van Quan
Ward, Ha Dong District, Hanoi City, Vietnam,
Selanjutnya akan disebut sebagai “Eway” dan bertindak
melalui perwakilannya yang sah.
Dalam perjanjian kerjasama ini, Altermyth dan Eway, secara
sendiri-sendiri disebut sebagai “Pihak” dan secara bersama-
sama disebut sebagai “Para Pihak”, sebagaimana dirujuk
oleh teks yang bersangkutan.
1. DEFINISI
“Afiliasi” berarti, setiap orang tertentu, atau orang lain
yang secara langsung maupun tidak langsung
mengontrol atau dikontrol oleh atau berada di bawah
kontrol baik langsung maupun tidak langsung oleh
seseorang tertentu.
“Perjanjian” berarti penentuan peraturan bersama
dengan perjanjian
“Pengiklan” berarti orang ataupun perusahaan yang
membeli layanan.
“Informasi Rahasia” berarti semua informasi
berkepemilikan, hak intelektual, gambar-gambar,
spesifikasi, data teknis dan dokumen, materi apapun
yang dikembangkan oleh PENYEDIA ataupun
subkontraktor dari PENYEDIA untuk dikirimkan kepada
PENGIKLAN, baik tertulis maupun lisan, dilengkapi oleh
atau atas nama PENGIKLAN yang berkaitan dengan atau
tentang Jasa dilakukan berdasarkan lingkup Perjanjian
atau terkait dengan rahasia komersial atau industri Para
Pihak.
“Pemesanan atau IO” berarti formulir pemesanan yang
diterbitkan oleh PENGIKLAN kepada PENYEDIA berisi
tentang Syarat dan Ketentuan.
“Hak Intelektual” berarti semua hak atas model
penggunaan penemuan (paten), hak cipta dan hak-hak
terkait, merek dagang, merek layanan, nama dagang,
nama domain, desain industri, perangkat lunak
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 circuit topographies, confidential information, know-
how, trade and/or industrial secrets and any other
intellectual property rights, in each case whether
registered or unregistered and including all applications
for and renewals, continuations, substitutions,
revalidations, reissues or extensions of such rights, and
all similar or equivalent rights or forms of protection in
any part of the world.
“Parties” means, collectively, ADVERTISER and
PROVIDER.
“Party” means either ADVERTISER or PROVIDER
individually;
“PROVIDER” means the person or company named in
the Insertion Order as supplier of Services, including its
approved subcontractors, sub-suppliers, Affiliates,
successors or assigns.
“Scope of Services” means the scope of Services as
described in the Insertion Order or, if no scope of
Services is set forth, that which was last provided by
PROVIDER in similar circumstances, or if no service was
ever provided by PROVIDER, that which is described by
PROVIDER in its business literature.
“Services” means the services as described in the
Insertion Order to be provided.
komputer, database, topografi sirkuit terpadu,
informasi rahasia, know-how, rahasia perdagangan dan
/ atau industri dan hak kekayaan intelektual lainnya,
dalam setiap kasus baik terdaftar ataupun tidak
terdaftar dan termasuk semua aplikasi untuk dan
perpanjangan, lanjutan, substitusi, revalidations,
reissues atau ekstensi hak tersebut, dan semua yang
sama atau setara hak atau bentuk perlindungan di
bagian manapun di dunia.
"Para Pihak" berarti, secara kolektif, PENGIKLAN dan
PENYEDIA.
"Pihak" berarti baik PENGIKLAN atau PENYEDIA
individual;
"PENYEDIA" berarti orang atau perusahaan yang
disebutkan dalam Pesanan Pengisian sebagai pemasok
layanan, termasuk subkontraktor yang disetujui, sub-
supplier, Afiliasi, penerus atau wakilnya.
"Cakupan Layanan" berarti lingkup Layanan seperti
yang dijelaskan dalam Pengisian Order atau, jika tidak
ada ruang lingkup layanan yang ditetapkan, bahwa yang
terakhir diberikan oleh PROVIDER dalam kondisi yang
sama, atau jika tidak ada layanan yang pernah diberikan
oleh PROVIDER, bahwa yang dijelaskan oleh PROVIDER
dalam literatur bisnisnya.
"Layanan" berarti layanan seperti yang dijelaskan
dalam Pengisian Pesanan yang akan diberikan.

2. ENTIRE AGREEMENT: 2. KESELURUHAN PERJANJIAN:

The IO and this Agreement shall constitute the entire

agreement between the Parties with respect to the 3.
subject matter thereof and supersede all previous
communications, representations, understandings and
agreements, either oral or written, between the Parties
with respect to the subject matter of the IO. Any
addition or modification to the IO and/or these terms
and conditions must be made in writing and signed by
the parties.
3. APPLICABILITY
These Terms and Conditions shall apply to all purchase of
Services agreed with PROVIDER, unless Parties have
expressly provided otherwise in writing.
4. SCOPE OF SERVICES
All Services provided by PROVIDER shall comply in full with
the Scope of Services. In case of lack of specification of the
Services, PROVIDER shall provide Services that are
technologically modern and that meet the highest
professional standards in the industry.
5. WARRANTY. QUALITY
PROVIDER warrants (i) that all Services shall be performed in
a professional, workmanlike manner, with the degree of skill
and care that is required by current, good and sound
professional procedures and in accordance with generally
recognized commercial practices and standards in the
industry for similar services, and (ii) that all Services shall be

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free from defects and deficiencies and completed in
accordance with applicable Scope of Services and shall be
correct and appropriate for the purposes contemplated in
the Agreement.
These warranty obligations shall run to ADVERTISER, its
customers and the users of the Services. PROVIDER shall
ensure that all warranties provided by subcontractors be in
accordance with the warranties set forth herein. PROVIDER
shall assign to ADVERTISER any warranty obtained from
subcontractors or any third party. If any warranty cannot be
directly assigned to ADVERTISER’s benefit, PROVIDER shall
make its best efforts to make that warranty available to
ADVERTISER’s benefit. Notwithstanding the foregoing,
PROVIDER shall be responsible for all acts or omissions of
any subcontractor as if they were acts or omissions of
PROVIDER.

6. COMPLIANCE WITH LAWS AND REGULATIONS

PROVIDER represents and warrants to ADVERTISER that its
performance of the IO shall be in accordance with all
applicable laws and regulations, including but without
limitation all applicable privacy laws. ADVERTISER shall
defend, indemnify and hold harmless PROVIDER, its
customers and its users of Services from and against all
claims, losses, damages, costs and liabilities associated with,
related to, or arising out of, any actual or alleged
infringement, or any failure to comply with any obligations
arising from any laws, statutes, ordinances, rules and
regulations of any governmental entity.

7. INDEMNITIES
PROVIDER agrees to defend, fully indemnify and hold
harmless ADVERTISER, its Affiliates and related persons from
and against any and all claims, demands, suits, actions,
causes of action and/or liability, of any kind whatsoever for
damages, losses, costs and/or expenses (including legal fees
and disbursements) resulting from: (i) damages to persons
or property, personal injury or death caused by its negligent
or willful acts or omissions of PROVIDER or its employees
arising in connection with the IO; (ii) any and all breaches by
PROVIDER of any representations, warranties, covenants,
terms or conditions of the Agreement, and (iii) any other
claim with respect to the Agreement.
8. LIMITATION OF LIABILITY
IN NO EVENT SHALL EITHER PARTYBE LIABLE FOR ANY
INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL,
PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT
LIMITATION, LOSS OF REVENUE OR LOSS OF PROFITS,
REGARDLESS OF THE FORM OF ACTION, WHETHER IN
CONTRACT OR IN TORT INCLUDING NEGLIGENCE, EVEN IF
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. PRICES AND RATES
If no prices or rates have been set forth in the Agreement,
the price or rate which corresponds to Services shall be
equal to the rates last quoted or paid by ADVERTISER.

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Except as otherwise specified in the agreement, the price
set forth in the agreement constitutes the entire
compensation due to PROVIDER for products and services
provided to ADVERTISER, which includes, without limitation,
all taxes, direct and indirect costs, expenses incurred or to
be incurred by PROVIDER in carrying out its obligations
under this agreement, as well as all import or export costs.
10. PAYMENT
In no event shall ADVERTISER be responsible for any amount
over the agreed upon IO.
Taxes and fees relating to the payment which are incurred
outside Advertiser’s region shall be assumed by Provider
11. ASSIGNMENT
PROVIDER shall not assign the Agreement, in whole or in
part, or any rights or obligations therein, nor use the
Agreement as any form of collateral or payment security
without the prior written consent of ADVERTISER. Any such
purported assignment shall be void. In the event that
ADVERTISER gives consent to such total or partial
assignment, such assignment shall not release or relieve
PROVIDER of any of its obligations hereunder, remaining
liable to ADVERTISER as primary obligor hereunder.
12. CONFIDENTIALITY AND NON-DISCLOSURE
A party to the IO (the “Disclosing Party”) may disclose to the
other party (the “Receiving Party”) certain information
relating to the IO or to the Disclosing Party’s business or
customers, Affiliates, subsidiaries, agents or employees;
business and marketing plans, processes, strategies and
methods which may not be standard industry practice or
which are not generally known in the industry; or studies,
charts, plans, tales or compilations of business and industrial
information acquired or prepared by or on behalf of the
Disclosing Party, regardless of whether such information is
designated as being confidential at the time of its disclosure
(all collectively referred to as the “Confidential
Information”). Unless prior and expressly authorized in
writing by the Disclosing Party, the Receiving Party agrees
to:
(a) keep the Confidential Information strictly
confidential and to use the Confidential Information solely
for the purposes expressly contemplated in the IO; and
(b) limit the disclosure of Confidential Information
within its own organization to its directors, officers,
partners, members, employees and/or independent
contractors having a need to know, unless the Receiving
Party is required to disclose the Confidential Information by
law and the Disclosing Party is notified immediately of such
required disclosure and given the opportunity to seek a
protective order.
The Receiving Party acknowledges that the Disclosing Party
remains the sole and exclusive owner of all right, title and
interest in and to the Confidential Information.
13. TERMINATION
ADVERTISER may, by giving ten(10) business days prior
written notice via email sent to PROVIDER to the address set

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forth in the IO, terminate the Agreement in whole or in part,
at any time, for its convenience. ADVERTISER shall
reimburse PROVIDER for all reasonable and proven direct
costs incurred by PROVIDER as of the date on which the
termination notice has been received by PROVIDER. No
additional compensation shall be paid to PROVIDER
(including, but not limited to, loss of profit, interest,
revenue, anticipated savings or business or damage to
goodwill, economic loss or damage, punitive or exemplary
damages and indirect or consequential damages, unless if
ADVERTISER is advised in advance of the possibility of any
such losses or damages).
In addition, ADVERTISER may terminate the IO at any time,
by a five (5) business days prior written notice to PROVIDER
via email to the address on the IO, if in the opinion of
ADVERTISER the PROVIDER has breached its obligations
under the IO or under this Agreement, and PROVIDER fails
to remedy the breach within five calendar days after receipt
of notice. After this period, if the breach is not remedied,
the Agreement will be automatically terminated.
14. SURVIVAL
If any of the provisions of the IO or the agreement are found
to be unenforceable, void or illegal, the remainder shall be
enforced as fully as possible and the unenforceable
provision(s) shall be deemed modified to the limited extent
required to permit enforcement of the IO and/or the
agreement as a whole, only when the material purpose of
the Agreement can be determined and effectuated.
15. GOVERNING LAW. EXCLUSIVE JURISDICTION
This Agreement and any corresponding IO shall be governed
by and construed in accordance with the laws of Vietnam,
without regard to choice of law principles. Should a dispute
arise between the Parties in connection with this Agreement
or corresponding IO, the Parties may attempt to resolve
such dispute through friendly consultations between
themselves. If, however, the dispute cannot be resolved
within ten (10) days after commencement of such friendly
consultations, then the Parties agree that such and all
disputes arising from the implementation of or in
connection with this Agreement, including questions
regarding its existence, validity or termination, shall be
settled, referred to and finally resolved by the authorized
Economic Court, under its Rules of Arbitration for the time
being in force, which rules are deemed to be incorporated
by reference to this section. The arbitration shall be
conducted in English by three (3) arbitrators with each party
appointing one (1) arbitrator and the two appointed
arbitrators appointing the third arbitrator in accordance
with the said Rules. The award shall be final and binding on
both Parties. The prevailing party, as determined by the
arbitrators, shall be entitled to recover its reasonable costs,
including the arbitration fees, and reasonable attorney’s
fees from the non-prevailing party; provided, however, that
if the arbitrators determine that both parties were at fault,
the arbitrator or arbitrators shall apportion responsibility for

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such reasonable costs and expenses between the parties
based on each party’s comparative responsibility as
determined by the arbitrator or arbitrators. The Parties shall
keep confidential all information relating to the arbitration,
including without limitation, the existence of arbitration
proceedings (or the possibility thereof), the proceedings
themselves, all statements given or made during the course
of the proceedings, all documents and other information
submitted by parties in connection with the proceedings, all
documents and other information issued by the arbitrator
and/or the arbitration centre and the arbitral award.
Nothing herein shall be deemed to limit the parties’ rights to
seek interim injunctive relieve from any court to prevent or
curtail any breach of this Agreement.

Altermyth
EWAY JOINT STOCK COMPANY

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