1. ACKNOWLEDGEMENT
THE PARTICIPANT HEREBY AGREES AND ACKNOWLEDGES THAT:
(i) THERE IS NO GUARANTEE THAT THE PARTICIPANT WILL BE SELECTED TO PARTICIPATE IN THE PROGRAM.
(ii) By completing AND SENDING the Enrolment Form IN THE COMPANY’S WEBSITE the Participant IS DEEMED TO HAVE EXECUTED, AND HAS AGREED TO BE BOUND by the terms of, THIS AGREEMENT.

2. DefinitionS AND INTERPRETATION
2.1 Definition – In this Agreement (unless the context otherwise requires) the following words and expressions shall have the following meanings:
Participant means the second party to this Agreement, that is, the person or entity identified as such in the Enrolment Form, whether or not selected by the Company to participate in the Program. The term “selected Participant” specifically refers to the Participant who has been selected by the Company and enrolled in the database of the Company.
Display means a vinyl graphic advertising display affixed to the Motor Vehicle.
Display Period means the duration where each of the Display is affixed to the Motor Vehicle.
Enrolment Form means the Enrolment Form filled in by the Participant and attached hereto or incorporated herein by reference.
Financier means any bank, financial institution, lender, government body, private company, association, individual or any other third party who is named as the Participant of the Motor Vehicle in its registration card by way of a hire-purchase agreement or otherwise.
Motor Vehicle means the motor vehicle(s) identified in the Enrolment Form.
Nominated Operator means the company(s) or individual(s) nominated by the Company to act on behalf of the Company, as the Company may advise from time to time.
Payment means the monthly payment to the Participant as determined by the Company based on the size of the Motor Vehicle.
Program means the ‘Motor Vehicle Advertisement Program’ which entails the Participant applying through the Company’s website by filling in and submitting the Enrolment Form and agreeing to the terms and conditions of this Agreement in order to be selected by the Company and to allow the Motor Vehicle to be affixed with the Display determined by the Sponsor during the Display Period for a consideration of the Payment. The Program applicable to the selected Participant may change from time to time during the Term at the discretion of the Company.
Sponsor means the Company’s client who controls the type of Display that is affixed to the Motor Vehicle.
Term means three (3) years from the date the Participant is selected by the Company and enrolled in the database of the Company as a participant in the Program.
Tracking Device means the Global Positioning System (GPS) or a similar vehicle tracking device system which the Company has the right to place on the Motor Vehicle during the Term.

2.2 Interpretation
(i) Reference to persons includes individuals, bodies, corporate, associations, partnerships, unincorporated entities and statutory authorities.
(ii) References to any party or person shall mean and include a reference to that party or person, its successors or legal personal representatives, as the case may be, permitted assigns, transferees and substitutes (including persons taking by novation).
(iii) References to this Agreement or any other document include the document as modified, amended or superseded in the manner specified therein and notwithstanding any change in the identity of the Parties.
(iv) References to a statutory provision shall be construed as including references to any statutory modification, consolidation or re-enactment and all statutory instruments or orders made pursuant to it.
(v) Unless otherwise stated, a reference to a clause and schedule is a reference to a clause of, and schedule to, this Agreement.
(vi) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless business days are specified.
(vii) Wherever there shall appear any reference to a period or a date, such reference shall be deemed to be read as including the expression “or any other period or date to be mutually agreed by the Parties”.
(viii) The words “include” or “including” shall be deemed to be followed by “without limitation” or “but not limited to” whether or not they are followed by such phrases or words of like import.
(ix) The headings to the Clauses of this Agreement are for convenience and reference purposes only and shall not affect or be deemed to be any indication of the meaning of the clauses to which they relate.

3. PARTICIPATION
3.1 Agreement to Participate – The Participant hereby agrees to participate in the Program. If the Company, at its sole discretion, selects the Participant into the Program, the selected Participant agrees to have installed and to carry a Display designated by the Sponsor on the Motor Vehicle upon the terms and conditions of this Agreement.
3.2 Database – The Company shall establish a database of all selected participants under the Program. Upon being selected, the selected Participant shall be enrolled into the database. The database shall not be opened for public. Participant's agreement to be included in the database on an exclusive basis shall not be affected by the Participant's sale or loss of the Motor Vehicle. The Company reserves the right to remove the Participant from the database at any time and without notice.
3.3 Selection – The selection process is entirely within the discretion of the Company. The Participant hereby agrees that he does not have the right to question the selection process for any reason whatsoever.
3.4 Term and Limitation – The Term of this Agreement is THREE (3) YEARS from the date set out in the Enrolment Form. The Participant agrees not to enrol in another similar vehicle advertisement sponsorship, driving program, vehicle advertisement database or to be involved in any other business competing with the business of the Company during the Term, whether or not the Participant is selected by the Company. Upon expiry, the Participant may apply for an extension of the Term, which the Company may at its own discretion accept or reject.
3.5 Relationship – This Agreement does not create an employment, agency or independent contractor relationship between the Participant and the Company, or between the Participant and the Sponsor in connection with the enrolment in the database or between the selected Participant and the Company, or between the selected Participant and the Sponsor in connection with the Display to be installed and carried on the Motor Vehicle.

4. ENROLMENT FORM
4.1 Part of the Agreement - The Enrolment Form and the content therein are the essential part of this Agreement.
4.2 Material Information – The Participant understands that the information given in the Enrolment Form is important to the Company and material to this Agreement. The Participant hereby solemnly declares that all information in the Enrolment Form is accurate, true and correct, particularly but not limited to the annual driving mileage of the Motor Vehicle and that the Participant does not anticipate any material change in the information during the Term.
4.3 Change of Information – The Participant shall immediately give the Company notice of any changes to the information in the Enrolment Form, particularly but not limited to home address, work address, contact numbers and number of kilometres driven annually.
4.4 Confidentiality – The Company undertakes to keep strictly secret and confidential and not to use for its own benefit or disclose to any unrelated third party save to the extent necessary to conduct the Program and to comply with the requirement of the law and to use all reasonable endeavours to procure that the Sponsor, its employees and advisers (it being agreed that the Participant’s information may be disclosed to the same) duly observe the terms of this clause.

5. PAYMENT
5.1 Amount – The amount of the Payment shall be advised by the Company upon installation of each of the Display and shall change from time to time based on the size of the Motor Vehicle and the Display Period.
5.2 Time – The Company agrees to pay the Participant within fourteen (14) days after the completion of each month of the Display Period.
5.3 Pro-rata Payment – The Company reserves the right to stop the calculation of the Payment if at any time during any month of the Display Period:
(i) there is unauthorised change in the custody or location of the Motor Vehicle (pursuant to Clause 6.2) - a pro-rata Payment will be made only for such time and upon receipt by the Company of satisfactory proof that the Motor Vehicle is back in the authorised custody and location; or
(ii) the Tracking Device is broken, damaged, lost or stolen (pursuant to Clause 6.3) - a pro-rata Payment will be made only for such time and after the costs of repair or replacement of the Tracking Device and the costs of its re-installation (if applicable) is reimbursed to the Company; or
(iii) the Motor Vehicle is damaged or undergoing mechanical repairs (pursuant to Clause 6.4) - a pro-rata Payment will only be made only for such time and upon receipt by the Company of satisfactory proof that the Motor Vehicle is working in proper order; or
(iv) the Display is not in a proper condition, damaged or undergoing repair or replacement (pursuant to Clause 6.5) - a pro-rata Payment will only be made only for such time and upon receipt by the Company of satisfactory proof that the Display is properly affixed to the Motor Vehicle.
5.4 Withholding of Payment – The Company reserves the right to withhold any Payment due to the Participant until the circumstances in Clause 5.3(i) to (iv) are restored by the Participant in accordance with its respective provision.
5.5 Deduction of Payment – The Company reserves the right to deduct from the Payment for any payment due to the Company by the Participant, which includes but not limited to, the deduction under Clause 7.3 and 7.5.
5.6 Final Payment – At the expiry of the Term, the Company reserves the right to withhold the final payment until the Motor Vehicle has been made available to the Company and the Display and the Tracking Device have been removed by the Nominated Operator.
5.7 Tax – The Participant shall be responsible for any tax that may be imposed on the income from the Payment.
6. MOTOR VEHICLE
6.1 Use of the Motor Vehicle – The Company does not require the selected Participant to change his driving habits and does not require the selected Participant to drive a particular number of miles/kilometres annually. To the extent reasonably practicable, at work and at home, the selected Participant shall park the Motor Vehicle in a conspicuous location on the street and not in an enclosed structure or enclosed driveway.
6.2 Custody and Location – The selected Participant shall have the custody and shall maintain the location (within the state(s) of the Participant’s work and home address(es) stated in the Enrolment Form) of the Motor Vehicle at all times during the Display Period. Any change in the custody or location of the Motor Vehicle during the Display Period for a continuous period of seven (7) days or more or for a collective multiple periods of fourteen (14) days or more shall require prior authorisation from the Company. The Company reserves the right to refuse any such authorisation.
6.3 Tracking Device – The Company may, as it deems fit, place a Tracking Device in the Motor Vehicle. The Tracking Device is used for the purposes of monitoring the Program and remains the Company's property and must be returned to the Company upon demand. Information retrieved will not be divulged to any other third party other than the Company and Sponsor. The Tracking Device must not be tampered with by the Participant. The Participant shall immediately upon request reimburse the Company for the costs of the repair or replacement of the Tracking Device and the costs of its re-installation (if applicable) should the Tracking Device be broken, damaged, lost or stolen during the Participant’s custody.
6.4 Maintenance – The Participant shall at all times during the Term, at his own expense, keep and maintain the Motor Vehicle in good working order and in clean condition. In the event of mechanical default, the selected Participant shall immediately repair the Motor Vehicle. The selected Participant shall wash the Motor Vehicle at least once in any two-week period.
6.5 Accident – In the event of an accident involving damage to the Motor Vehicle’s body or windows during the Display Period, the selected Participant shall immediately notify the Company and schedule an appointment with the Nominated Operator for inspection.
6.6 Modification – The selected Participant shall not modify the body of the Motor Vehicle during the Display Period unless the modification is due to an accident. If during the Term the Participant makes any modification to the Motor Vehicle, its exterior or its engine, the Participant shall immediately inform the Company and schedule an appointment with the Nominated Operator for inspection.
6.7 Change of Ownership – The selected Participant shall not modify the body of the Motor Vehicle during the Display Period. If during the Term the ownership of the Motor Vehicle is transferred to a third party by way of sale or otherwise, the Participant shall immediately inform the Company and if the Motor Vehicle is not replaced by another motor vehicle within 30 days thereof, this Agreement shall be terminated.
6.8 Replacement – The selected Participant shall not replace the Motor Vehicle with another motor vehicle during the Display Period If during the Term, the Participant replaces the Motor Vehicle with another motor vehicle for any reason, the Participant shall immediately inform Company and provide the Company with the information set forth in the Enrolment Form with regard to the replacement Motor Vehicle. The replacement Motor Vehicle will then become the Motor Vehicle for the purposes of this Agreement.
6.9 Damage to the Motor Vehicle – If there is any damage to the Motor Vehicle resulting from installation, use or removal of the Display, the Participant shall first be compensated pursuant to the warranty of the display manufacturer as provided at the time of installation. The Participant hereby agrees and acknowledges that the Display does not affect the paint on the Motor Vehicle if the paint is of a quality used by a reasonable car manufacturer. The Participant hereby further agrees and acknowledges that neither the Company nor the display manufacturer shall be liable to the Participant if the paint used on the Motor Vehicle is of low quality and is damaged during the installation, use or removal of the Display.
6.10 Summons – The Participant hereby declares that he has received no more than three (3) summonses on his driving licence within the last three (3) years prior to the date of the Enrolment Form and he has no road traffic convictions pending at the date of the Enrolment Form. The Participant agrees to immediately notify the Company of any such offences of which he is convicted after date of the Enrolment Form.
6.11 Insurance and Road Tax – The Participant shall maintain minimum liability insurance on the Motor Vehicle as required by law. If required by the Participants' insurance company, the Participant shall notify his insurance company of this Agreement and the installation of the Display and Tracking Device. Neither the Company nor the Sponsor shall have any responsibility for any change in the Participant's insurance provisions and premium caused by this Agreement.
6.12 Consent from Financier – The Participant hereby declares that he has identified the Financier of the Motor Vehicle (if any) in the Enrolment Form. It is the Participant’s responsibility to ensure that he is the legally entitled to operate and use the Motor Vehicle and he has the irrevocable consent from the Financier and to comply with all the terms of this Agreement.
6.13 Indemnity – The Company shall not be responsible to any Financier or other person or organisation claiming possession of the Motor Vehicle either for the costs of removing the Display or for any damage caused to the Motor Vehicle and the Participant hereby agrees to be fully liable and to indemnify the Company against damages, costs, claims, demands or payments which the Company has to make to the Financier or such other person.

7. DISPLAY
7.1 Display Period – The Display Period for each of the Display is a total of 6 months, either continuously or non-continuously, and may be a series of months at different times equalling 6 months, at the sole option of the Company and based on the Sponsor’s requirement. The Company shall advise the Participant of the Display Period prior to or at the time of the installation of the Display.
7.2 Choice of Display – The Participant has the right to choose the Display to be affixed to the Motor Vehicle upon being selected. If none of the Displays offered or type of Display Period is acceptable to the Participant, the Participant’s name will be kept in the Company’s database for the next selection process.
7.3 Installation and Removal – The Participant agrees to make the Motor Vehicle available for installation and removal of the Display on the date, at the time and location and for the duration to be specified by the Company. The Company reserves the right to levy a deduction from the first month’s Payment if the Participant is not present on the date, at the time and location and for the duration agreed. The Participant shall not remove or have the Display removed at any time unless by the Nominated Operator. The Participant shall deliver the Motor Vehicle to Nominated Operator for installation and removal in a clean condition.
7.4 Maintenance of Display – The Participant shall at all times during the Term, at his own expense, keep and maintain the Display in clean condition and in the attractive condition as when the Display was initially installed.
7.5 Defect – The Participant shall immediately notify the Company if the Display is soiled or defaced, and shall schedule and keep an appointment with the Nominated Operator to have the Display repaired or replaced. The Participant shall only allow the Nominated Operator, and no other third party, to fix the Display. If the Display is ruined due to an accident or caused any act, omission or negligence of the Participant, the Participant shall pay for the costs of the repair or replacement of the Display. The Company reserves the right to deduct such costs from any Payment due to the Participant.
7.6 Inspection – The Participant shall present the Motor Vehicle to the Nominated Operator for inspection according to the inspection schedule to be received from the Company at the time of installation and, at any time the Display is permanently soiled, defaced or otherwise damaged. The Nominated Operator will, on behalf of the Company, inspect the Motor Vehicle and the Display and note the date and the odometer reading. The odometer shall be noted for business purposes of the Company, such as verifying the information given on the Enrolment Form and for market research by the Company.
7.7 Right to Designate New Display – At anytime during the Term, the Company may designate new Displays to be installed on the Motor Vehicle for a period of time up to and including the end of the Term.
7.8 Company’s Property – The Display shall remain the property of the Company.

8. REPRESENTATIONS
8.1 The Participant hereby represents and warrants as follows:
(i) he has full authority to enter into and bind himself by this Agreement and to exercise his rights and perform his obligations hereunder;
(ii) to the best of his knowledge there are no convictions pending which may prevent him from participating in the Program or might, at a later date, prevent him from participating in the Program;
(iii) to the best of his knowledge, neither the execution of this Agreement nor the performance of any of the transaction contemplated herein shall contravene or constitute a breach of any agreement with third party(s), instrument, law, judgment, order, license, permit or consent by which he is bound or affected;
(iv) to the best of his knowledge, no litigation or arbitration or administrative proceeding or claim is threatened against the Motor Vehicle or which might have a material adverse effect on his ability to observe or perform his obligations hereunder;
(v) he shall endeavour to the best of his ability to efficiently participate in the Program and to promote and safeguard the interests of the Company at all times.

9. TERMINATION
9.1 The Company may terminate this Agreement immediately by notice in writing if the Participant:
(i) is in breach of any material term of this Agreement and such breach is not remedied within 30 days upon receipt of written notice by the Company;
(ii) if a company, have its assets becomes, threatens or resolves to become or is in jeopardy of becoming subject to any of insolvency administration, receivership, voluntary arrangement with its creditors, liquidation or anything analogous to any of the foregoing or ceases, or threatens to cease, to carry on business;
(iii) if an individual, commits an act of bankruptcy or in case of death or incapacity;
(iv) has made any misrepresentation on the Enrolment Form or if the Participant fails to notify the Company of any change in the information on the Enrolment Form;
(v) at any time challenges the validity of any intellectual property of the Company or the Sponsor;
(vi) ceases to own the motor vehicle and does not replace it with another motor vehicle within 30 days thereof;
(viii) acts in any way which may likely prejudice the Company’s business.
9.2 If this termination is terminated by the Company due to the Participant’s breach of this Agreement, the Participant hereby agrees to pay liquidated and ascertained damages of RM1,000 to the Company immediately upon receipt of notice.
9.3 Both Parties may mutually terminate this Agreement by giving to each other notice in writing subject to the terms and conditions to be mutually agreed upon between the Parties.
9.4 This Agreement shall be deemed terminated if at the expiry of the Term, the Participant does not elect to renew this Agreement or the Company rejects the Participant’s application to renew this Agreement.
9.5 Any waiver by either Party of a breach of any provisions of this Agreement shall not be considered as a waiver of any subsequent breach of the same or any other provision thereof.
9.6 The right to terminate this Agreement given by this clause shall be without prejudice to any other rights or remedies of either Party in respect of the breach concerned (if any) or any other breach.

10. Intellectual Property
10.1 The Participant hereby acknowledge that the proprietary rights of the Program, which includes but not limited all ideas, business concept, business plan, marketing and sales strategies, trade name and other details and features of the Program belong to the Company and/or the Sponsor (as the case may be) and the Participant shall not use, reproduce, copy or print any such intellectual property of the Company and/or the Sponsor (other than as contemplated under this Agreement). The Participant shall promptly and fully notify the Company of any actual, threatened or suspected infringement of any intellectual property which comes to its notice. This clause shall survive the termination of this Agreement.

11. Confidentiality
13.1 The Participant hereby agrees and undertakes to keep strictly secret and confidential and not to use for its own benefit or disclose to any third party (including to any of its related companies), save to the extent necessary to comply with the law, any information of the Company and received from the Company. Notwithstanding the foregoing, the Company reserves the right to make public announcement relating to the Program and the Participant upon it being selected for the purpose of marketing and promotion. This clause shall survive the termination of this Agreement.

12. GENERAL
12.1 Opportunity for Legal Advice – The Participant has had a legal advisor review this Agreement or has had the opportunity to consult with a legal advisor to review this Agreement.
12.2 Entire Agreement – This Agreement and any other terms and conditions of carrying the Display (to be provided by the Company upon the Participant’s selection) sets forth the entire agreement of the Parties with regard to the subject matter hereof and supersede all prior representations, warranties or agreements which have been made by either Party to the other with respect to the subject matter hereof.
12.3 Amendments – No amendment or other variation of this Agreement shall be binding unless the same is duly effected in writing signed by the Parties and expressed to be for the purpose of such amendments.
12.4 Severability – If any of the provisions of this Agreement are found by a court of competent jurisdiction to be invalid or unenforceable, they shall be considered severable and shall not invalidate or make unenforceable the remainder of this Agreement.
12.5 Waiver – No failure or delay on the part of any Party in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of such right or power preclude any other or further exercise of any other right or power herein. Any waiver by either Party of a breach of this Agreement on the part of other Party shall not constitute a precedent as to any subsequent breach on the part of such other Party.
12.6 Assignment – The Company may assign this Agreement and its rights and obligations hereunder. This Agreement is personal to the Participant and shall not be assigned without prior written consent of the Company.
12.7 Reconstruction of Parties – The obligations and liabilities created by this Agreement shall continue to be valid and binding for all purposes whatsoever notwithstanding any change by amalgamation or reconstruction or otherwise which may be made in the constitution of any one of the corporate Parties.
12.8 Notices – All Notices required by or to be given pursuant to this Agreement shall be in writing and either personally served on the other Party or delivered to the other Party by mail or facsimile at their respective addresses as set forth above for Company and on the Enrolment Form for the Participant. Both Parties shall immediately notify the other if either changes its address for notification purposes.
12.9 Governing Law – This Agreement shall be governed by and interpreted in accordance with the laws of Malaysia.
12.10 Costs – Each Party shall bear its own legal or professional charges with regards to the preparation and any independent advice that it may seek in respect of this Agreement and/or any matters pertaining thereto. The Parties hereby agree that the Company shall bear the stamp duty of this Agreement.

13. Limitation on Liability and Indemnity
THE PARTICIPANT AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE COMPANY AND IT’S SUBSIDIARY COMPANIES AND THEIR OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES FROM ALL CLAIMS, LOSSES, LIABILITIES, DAMAGES, SUITS, CAUSES OF ACTION, JUDGEMENTS, COSTS, OR EXPENSES (INCLUDING COURT COSTS AND LEGAL FEES) OF WHATEVER KIND OR NATURE ARISING FROM, RELATED TO OR IN CONNECTION WITH THIS AGREEMENT, THE DISPLAY, THE PROGRAM OR ANY DAMAGE OR INJURY, OF WHATEVER KIND OR NATURE, ALLEGED TO BE SUFFERED OR SUFFERED BY THIRD PARTIES, INCLUDING BUT NOT LIMITED TO, ANY FINES, PENALTIES, COMPENSATORY OR PUNITIVE DAMAGES. IN THE EVENT THAT ANY CLAIM AGAINST THE COMPANY IS UPHELD, THE AMOUNT OF DAMAGES WHICH THE COMPANY SHALL BE LIABLE TO PAY SHALL IN NO CIRCUMSTANCES EXCEED THE SUM OF RM50.