We thank you for your interest in advertising or listing your business ("Advertising" or "Advertisements") on or via www.travelshopp com ("Website"). Please note that all Advertisements are subject to the following terms and conditions which constitutes a bindinp agreement ("Agreement") between you and Travelshopa Pte. Ltd. ("Travelshopa) when you sign up for Advertising on the Website.
1.1 Travelshopa's Advertising is a subscription product (with optional supplementary ad hoc advertising programs) that helps shoppers to discover your business. It is a powerful tool to help businesses market to consumers and spread the word about their brand to the local and international shopping community. However, without limiting the generality of Section 7 below, Travelshopa makes no guarantees of any kind as to the effectiveness of any Advertising, and shall not be liable for any lack of consumers or interested parties using your Advertisement to contact you directly.
1.2 Advertisements on or via the Website can take the form of a Business Listing, or the display of a Banner of such sizes on such locations and specific page(s) of the Website as may be made available by Travelshopa, or email marketing such as an email blast from Travelshopa. You can select your preferred form of Advertisement by completing the Online Registration Form (and thereafter the Supplementary Advertising Form for additional ad hoc Advertising) and submitting the same to Travelshopa.
1.3 You agree that Travelshopa has the sole discretion to reject the content of any Advertisement that you submit and to request that you amend such content to the satisfaction of Travelshopa before Travelshopa implements your Advertisement.
1.4 Without limiting the generality of clause 1.3 above, should you use an Advertisement to communicate about a promotion (such as a contest or sweepstakes), you are fully responsible for the lawful operation of your promotion, including the official rules, offer terms and eligibility requirements (such as age and residency restrictions as may be applicable in the relevant jurisdictions), and compliance with regulations governing the promotion and all prizes offered in connection with such promotion (such as registration, obtaining the necessary regulatory licenses and approvals in the relevant jurisdictions). You understand and acknowledge that compliance with this provision does not constitute the lawfulness of a promotion as promotions are subject to many regulations and legal requirements, and you should therefore consult a professional advisor in this regard prior to communicating your promotion on any Advertisement. In addition, any communication of a promotion on an Advertisement must also state clearly that: (i) the promotion is in no way sponsored, endorsed, administered by, or associated with, Travelshopa or the Website; and (ii) a participant will be providing information (including personal information) to you, and not to the Website or to Travelshopa. For avoidance of doubt, you must not condition registration or entry or participation in a promotion upon a participant commenting or uploading any photos on the Website in relation to your business or your company (this is to prevent any prejudiced comments on the Website).
2.1 "Banner" shall be defined as a rectangular advertisement placed at a specific location of a specific page on the Website (such specific locations on specific pages offered by Travelshopa will be stipulated in the Online Registration Form) whereby such advertisements may contain text, graphic images, flash, animated graphics and/or sound (as may be permitted by Travelshopa in its sole discretion).
2.2 "Business Listing" shall be defined as a listing on the Website which includes one or more of the following: (a) an official URL for your business; (b) a phone number; (c) your business's email address; and/or (d) a link to your business’s email address.
2.3 "Online Registration Form" refers to the online form made available by Travelshopa for you to enter your details and select the form of annual subscription Advertising that you wish to subscribe to.
2.4 "Supplementary Advertising Form" refers to the online form made available by Travelshopa for you to opt for additional ad hoc Advertising such as email blasts for specific events, pay per click and other forms of advertising to complement your annual subscription Advertising.
2.5 "You" and "Travelshopa" may hereinafter be referred to individually as a "Party" or collectively as the "Parties".
3. Warranties and Obligations
3.2 You warrant that all information which you supply to Travelshopa as required by Travelshopa during your signing up for Advertising, as well as all information which you include in your Advertisement, is accurate, correct, complete, updated, in compliance with the Policies, in compliance with any specifications indicated by Travelshopa, non-misleading, non-misrepresentative, not against public policy, not defamatory and not infringing of any third parties' rights. Should any of your aforesaid information change during the subsistence of this Agreement, it is your sole responsibility to update Travelshopa accordingly. In the event that you are unable to supply Travelshopa with all the requisite information, or Travelshopa subsequently discovers that any information which you supplied does not meet Travelshopa's specifications or is potentially infringing of any third party's rights, potentially defamatory, inaccurate, incorrect, incomplete, erroneous, non-updated, misleading, misrepresentative, or not in compliance with any of the Policies, Travelshopa reserves the right (without any liability to you) in its sole discretion to immediately remove your Advertisement from the Website at any time without prior notice to you. In addition, Travelshopa may also without any liability to you in its sole discretion either (a) immediately terminate this Agreement without providing any refund of Subscription Fees that you have already paid; or (b) require you to amend and update such of your objectionable information to Travelshopa's satisfaction or to comply with Travelshopa's then prevailing Policies; or (c) howsoever amend your Advertisement by removing and/or deleting any information which contains content (including graphics, photographs or wordings) or links that do not meet Travelshopa's specifications, before reinstating your Advertisement for the remaining term of your Agreement (no extension of your Agreement or duration of Advertising will be granted in relation to the period of your Advertisement's suspension).
3.2 You agree to grant to Travelshopa a non-exclusive royalty free license to use your trademarks and branding for the purpose of your Advertising on the Website.
3.3 You acknowledge and agree that you are solely and fully responsible for the content provided to Travelshopa for your Advertisement and any Internet sites linked to and accessible from such Advertisement. Accordingly, you represent, warrant and covenant to Travelshopa that at all times, (a) Travelshopa is fully authorized to publish the entire content and subject matter of all information supplied by you for your Advertisement (including, without limitation, all text, URLs, and Internet sites to which URLs are linked); (b) all such aforesaid materials and Internet sites comply with all applicable laws and regulations and do not violate the rights (including, but not limited to, intellectual property rights) of any third party; (c) all graphics, photos, trademarks, marks, slogans and all other content in your Advertisement is not infringing of any third parties' rights, including but not limited to the copyright, trademarks and design rights belonging to third parties; (d) you are duly incorporated and subsisting in the jurisdiction where you conduct business and you hold valid licenses to so conduct the business that you are Advertising; (e) you have the full corporate rights, power and authority to enter into this Agreement and to perform the acts required hereunder, and your execution of this Agreement does not and will not violate any agreement to which you are a party or by which you are otherwise bound, or any applicable law, rule or regulation; and (f) each such aforesaid Internet site is controlled by you and operated by you or your authorized independent contractor, is functional and accessible at all times, and is suitable in all respects to be linked to and from the Website.
3.4 You further warrant that all products sold or made available by you pursuant to your Advertisement and/or your linked Internet site are not illegal, scandalous, counterfeits, fakes, or otherwise in breach of any law, regulations, public policies or third party rights (including the intellectual property rights of third parties).
3.5 You warrant and undertake that you will make it clear to your customers and potential customers that your products are supplied by you only, and that there is no association whatsoever between Travelshopa and your products, nor is Travelshopa providing any endorsements or guarantees in respect of your Products.
3.6 Where one of your customers lodges a complaint against you with Travelshopa, Travelshopa shall re-direct such complaint to you for your speedy resolution. Should you fail to resolve the dispute to the satisfaction of your customer, Travelshopa reserves the right in its sole discretion to terminate your Advertising in order to maintain Travelshopa's and/or the Website's reputation. In such a situation, Travelshopa shall refund to you pro-rata the Advertising fees which you have paid calculated based on the remaining term of your Agreement in the current year, and Travelshopa shall have no further liability or obligations to you thereafter.
3.7 You undertake to conduct the business as advertised in your Advertisement professionally and diligently, and shall not perform any acts or omissions that may bring Travelshopa and/or the Website into disrepute or howsoever tarnish Travelshopa's and/or the Website's good name and/or diminish their goodwill.
3.9 You hereby grant to Travelshopa your permission to publicize the fact that you are Advertising with Travelshopa in any and all publicity and promotional materials, including but not limited to press releases. You agree that other than stating the fact that you are Advertising with Travelshopa, you will not otherwise howsoever associate yourself with Travelshopa in any promotional or publicity materials, nor use, display or modify Travelshopa's trademarks in any manner without the prior written consent of Travelshopa.
3.10 You agree that Travelshopa may in its sole discretion amend, vary or howsoever change the appearance, content, layout and format of the Website without any liability or prior notification to you, and such changes to the Website shall in no manner affect this Agreement, its validity or your obligations hereunder this Agreement.
3.11 When your application for Advertising has been accepted by Travelshopa, you will be permitted to upload a profile image. You undertake and warrant that at no time will you abuse your profile image by uploading advertising or promotional content of any kind as your (or part of your) profile image, nor include any illegal, defamatory, scandalous, seditious, infringing or misrepresentative content in your profile image. If you breach your aforesaid warranty, Travelshopa has the right in its sole discretion to delete your profile image at any time without any liability, compensation or refund to you, and in the event that Travelshopa suffers any loss or third party claims due to your breach of the aforesaid warranty, you undertake to defend and hold Travelshopa harmless and to fully indemnify Travelshopa for any and all loss and costs (including reasonably attorney's fees) that may be incurred by Travelshopa.
4. Privacy and Compliance.
5. Payment Terms
5.1 You shall pay Travelshopa: (i) upfront for the annual display of your Advertisement, such fees to be in accordance with the pricing stipulated in the Online Registration Form pursuant to the format of Advertisement that you select; and (ii) any other fees (such as but not limited to pay per click or email marketing) as stipulated in the Online Registration Form and/or Supplementary Advertising Form pursuant to the type of Advertising program that you select in the Online Registration Form and/or Supplementary Advertising Form. All fees stipulated as payable by you to Travelshopa under this Agreement are exclusive of any sales tax, GST, indirect or other taxes chargeable on any supply to which those sums relate and you agree to be fully responsible for all the aforesaid taxes. If GST is payable, Travelshopa shall set out in its invoice the GST payable by you in addition to the fees which you need to pay to Travelshopa.
5.2 All sums payable by you to Travelshopa must be paid within one (1) week of the date of Travelshopa's invoice, failing which Travelshopa is entitled to charge interest on all late payments at 2% per annum or at the maximum rate as permitted by applicable law, whichever is the lower.
5.3 Your subscription-based annual Advertising will be renewed automatically on an annual basis at the then-current standard rates. Current fees will be charged to your payment account on Travelshopa's file unless otherwise notified of a cancellation in writing. Although Travelshopa may choose to send a reminder email prior to charging you a renewal fee, Travelshopa is not responsible for notifying you of this automated renewal. If a credit card is expired or otherwise fails to authorise, your Advertising will be discontinued.
6. Term, Cancellation and Switching
6.1 This Agreement takes effect upon the date that the initial payment is received by Travelshopa for the Advertising, and shall subsist for one (1) year thereafter. Travelshopa shall use its reasonable endeavours to upload your Advertisement within five (5) working days after the receipt of the aforesaid initial payment from you. However, if you fail to provide all information required by Travelshopa, or Travelshop in its sole discretion determines that any information which you provide (whether in your Advertisement or otherwise) is inaccurate, misleading, misrepresentative, defamatory, against public policy, may infringe third party rights, or not in compliance with any of the Policies or specifications of Travelshopa, Travelshopa shall not upload your Advertisement until you have remedied the objectionable information, and Travelshopa is not liable to you in any manner for any such delay in the upload of your Advertisement, nor is Travelshopa obligated to extend your term of Agreement, duration of Advertising or provide any pro-rata refund thereto.
6.2.1 You may cancel your annual Advertising subscription, thereby terminating this Agreement, in accordance with the following cancellation policies:
a)Annual Subscription - Cancellation in the First Year: If you submit a request for the cancellation of an annual Advertising subscription at any time during the first thirty (30) days after the date of your initial sign-up, the cancellation will take effect immediately and you will be entitled to a prorated refund of the pre-paid Advertising fee for that year, in respect of the unused portion of the subscription. If you submit a request for cancellation at any time after the first thirty (30) days, the cancellation will take effect at the end of your current annual billing period and you will not be entitled to any refund of the pre-paid Advertising fee for that year.
b) Annual Subscription - Cancellation after the First Year: If you submit a request for the cancellation of an annual Advertising subscription at any time during the first fifteen (15) days after the renewal date in any year, the cancellation will take effect immediately and you will be entitled to a prorated refund of the pre-paid Advertising fee for the coming year, in respect of the unused portion of your subscription. If you submit a request for cancellation at any time after the first fifteen (15) days, the cancellation will take effect at the end of your current annual billing period and you will not be entitled to any refund of the pre-paid Advertising fee for that year.
6.2.2 You may cancel your ad hoc (non-annual subscription) Advertising (such as pay per click for a specified number of months or email marketing for specific events) by submitting a written notice to Travelshopa, and such cancellation shall take place thirty (30) days after Travelshopa receives your cancellation notice. You must pay Travelshopa for all fees up to the date of cancellation, and you are not entitled to any refund for fees already paid in advance. For avoidance of doubt, this Agreement will still subsist in its entirety in relation to your annual subscription Advertising.
6.2.3 Notwithstanding clause 6.2.2 above, you understand and agree that in relation to ad hoc Advertising programs, Travelshopa is entitled at any time to vary their specific cancellation policies as may be stipulated in the Online Registration Form and/or Supplementary Advertising Form, however, such variation will not affect you in relation to your subsisting ad hoc Advertising programs and will only take effect when you sign up (or re-sign up) for ad hoc Advertising programs.
UPON TERMINATION OF THIS AGREEMENT, YOUR SOLE REMEDY WILL BE A PRO-RATA REFUND OF PRE-PAID FEES (IF APPLICABLE) UNDER THE TERMS OF THE ABOVE CANCELLATION POLICIES. NEITHER TRAVELSHOPA NOR ANY OF ITS AFFILIATES WILL HAVE ANY OTHER LIABILITY OF ANY NATURE TO YOU, OR ANY OTHER THIRD-PARTIES, IN RESPECT OF TERMINATION.
6.3 If you switch your annual Advertising plan, the implementation (or uploading) of your new Advertisement format and the relevant changes to payment terms, renewal dates and the applicable cancellation policy will come into effect on the next payment date.
6.4 If you switch your ad hoc Advertising program, the implementation of your new Advertising program will take place thirty (30) days after Travelshopa receives your written notice to so switch, and the relevant changes to payment terms, renewal dates and the applicable cancellation policy will come into effect on the payment date stipulated by Travelshopa for your new ad hoc Advertising program.
7. Liability, Warranty & Indemnity
7.1 THE WEBSITE AND ALL ADVERTISING AND RELATED SERVICES ARE PROVIDED "AS IS", AND THEREFORE EXCEPT AS OTHERWISE STATED HEREIN, TRAVELSHOPA MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES AS TO THE NUMBER OF VISITORS TO OR PAGES DISPLAYED ON THE WEBSITE OR ANY RELATED SITES, OR THE ACCESSIBILITY OF THE WEBSITE, OR THE FUNCTIONALITY, PERFORMANCE, OR RESPONSE TIMES OF THE WEBSITE. TRAVELSHOPA FULLY DISCLAIMS AND SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, COST OR DAMAGE HOWSOEVER SUFFERED BY YOU OR ANY THIRD PARTY IN RELATION TO THE WEBSITE, ADVERTISING AND RELATED SERVICES, AND SHALL IN NO EVENT BE LIABLE FOR CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, REPUTATIONAL HARM, DAMAGE TO EQUIPMENT, LOSS OF OPPORTUNITIES, AND LOST CONTRACTS, EVEN IF TRAVELSHOPA HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF WHETHER SUCH DAMAGES ARE SOUGHT IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE. IN THE EVENT THAT TRAVELSHOPA'S (AND/OR TRAVELSHOPA'S AFFILIATES') LIABILITY TO YOU CANNOT BE FULLY EXCLUDED, TRAVELSHOPA AND ITS AFFILIATES' TOTAL LIABILITY TO YOU SHALL BE LIMITED TO THE TOTAL DOLLAR AMOUNT ACTUALLY RECEIVED BY TRAVELSHOPA FROM YOU FOR THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF YOUR CLAIM AGAINST TRAVELSHOPA AND/OR ITS AFFILIATES. THIS PROVISION SHALL SURVIVE ANY EXPIRATION OR TERMINATION OF THIS AGREEMENT.
7.2 You agree and warrant that you will defend, fully indemnify and hold harmless Travelshopa and each of Travelshopa's agents, customers, subcontractors and affiliates, and the officers, directors, and employees of any of the foregoing ("Indemnified Persons"), from, against and in respect of any and all losses, costs, (including reasonable attorney's fees) expenses, damages, assessments, or judgments (collectively, "Liabilities"), resulting from any claim against any Indemnified Persons howsoever arising from your Advertisement, your use of the Website and related services, and/or your breach of any provisions of this Agreement (including but not limited to a breach of any of your warranties under this Agreement), except to the extent that such claims directly resulted from the gross negligence or willful misconduct of Travelshopa.
8. General Provisions.
8.1 This Agreement and its terms and conditions herein are governed by the laws of Singapore, and you agree to submit to the exclusive jurisdiction of the Courts of Singapore without any regard to any conflict-of-laws principles.
8.2 This Agreement, together with all its terms and conditions, the Online Registration Form, the Supplementary Advertising Form, and all annexes, exhibits and schedules, shall constitute the entire agreement between you and Travelshopa in relation to Advertising and shall supersede any and all other understanding, representations, discussions, communications and verbal agreements between you and Travelshopa.
8.3 No joint venture, partnership, employment, or agency relationship exists between you and Travelshopa by virtue of this Agreement.
8.4 You are not permitted to modify or waive any terms and conditions of this Agreement unless agreed to in writing and signed off by Travelshopa. Travelshopa may amend this Agreement at any time, by giving you notification of the amendments in writing or via email. Unless otherwise stated in the aforesaid notification or unless you cancel your Advertising subscription (as permitted by this Agreement or the said notification), any amendments made by Travelshopa shall be automatically effective thirty (30) days after they are notified to you.
8.5 You may not assign this Agreement or any of your rights and/or obligations hereunder to any third party unless expressly consented to in writing in advance by Travelshopa. Travelshopa reserves the right to assign at any time this Agreement or any of its rights and/or obligations hereunder to any third parties without prior notice to you.
8.6 If any provision of this Agreement is found invalid or unenforceable pursuant to judicial decree or decision, the remaining provisions will remain valid and enforceable, and the unenforceable provisions will be deemed modified to the extent necessary to make them enforceable.
8.7 All notices to Travelshopa relating to any legal claims or matters hereunder this Agreement must be made in writing to Travelshopa, attention: Managing Director.
8.8 Each Party expressly undertakes to retain in strict confidence and to require its agents and contractors to retain in strict confidence all information and know-how transmitted to such Party that the disclosing Party has identified as being proprietary and/or confidential or which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential. All terms and conditions of this Agreement will be considered confidential and will not be disclosed (except to both Party's attorneys and accountants on a need-to-know basis) without the prior written consent of the other Party. The Parties acknowledge and agree that Travelshopa may archive an electronic copy of the fully executed Agreement. This clause shall survive the expiration or termination of this Agreement for as long as such information retains its quality of confidentiality.