Little Day Out Directory Website Advertising Agreement

1. Introduction

1.1 These terms and conditions shall govern your use of our website.

1.2 By using our website, you accept these terms and conditions, as well as these Terms & Conditions for the website in full; accordingly, if you disagree with these terms and conditions or any part of these terms and conditions, you must not use our website.

1.3 Be sure to return to this page periodically to review the most current version of the agreement. We reserve the right at any time, at our sole discretion, to change or otherwise modify the agreement in accordance with the terms and conditions herein without notice. Your continued access or use of this website signifies your acceptance of the updated or modified agreement.

1.4 If you register with our website, submit any material to our website or use any of our website services, we will ask you to expressly agree to these terms and conditions.

1.5 You must be at least 18 years of age to use our website; by using our website or agreeing to these terms and conditions, you warrant and represent to us that you are at least 18 years of age.

1.6 By using our website or agreeing to these terms and conditions, you agree with the terms of our privacy policy.

2. Copyright Notice

2.1 Copyright © 2012 Big Little Company Pte. Ltd.

2.2 Subject to the express provisions of these terms and conditions:

(a) we, together, with our licensors, own and control all the copyright and other intellectual property rights in our website and the material on our website; and

(b) all the copyright and other intellectual property rights in our website and the material on our website are reserved.

2.3 We retain all copyright of advertisements and advertorials produced by us, inclusive of concept, design and copywriting.

3. Licence to use website

3.1 You may:

(a) view pages from our website in a web browser;

(b) download pages from our website for caching in a web browser;

(c) print pages from our website; and

(d) stream audio and video files from our website,

subject to the other provisions of these terms and conditions.

3.2 Except as expressly permitted by Section 3.1 or the other provisions of these terms and conditions, you must not download any material from our website or save any such material to your computer.

3.3 You may only use our website for your own personal and business purposes, and you must not use our website for any other purpose.

3.4 Except as expressly permitted by these terms and conditions, you must not edit or otherwise modify any material on our website.

3.5 Unless you own or control the relevant rights in the material, you must not:

(a) republish material from our website (including republication on another website);

(b) sell, rent or sub-license material from our website;

(c) show any material from our website in public

(d) exploit material from our website for a commercial purpose; or

(e) distribute material from our website.

3.6 Notwithstanding section 3.5, you may redistribute our eNewsletter and print magazine to anyone.

3.7 We reserve the right to restrict access to areas of our website, or indeed our whole website, at our discretion; you must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on our website.

4. Directory

4.1 We welcome submissions to the directory published on our website.

4.2 Each submission to our directory must be a listing in respect of a business or service.

4.3 For the avoidance of doubt, your directory submissions constitute “your content” for the purpose of Section 12 and 13, and must comply with the acceptable use rules set out in Section 4.

4.4 You must keep your directory submissions up to date.

5. Free Directory Listings

5.1 You may submit a free listing to our directory by filling up this form for businesses and service providers or this form for event listings.

5.2 If we accept your free directory listing submission, it will remain published on our website for a period of one year, or the relevant period of the event, subject to termination or deletion in accordance with these terms and conditions.

5.3 We may delete a free listing at any time, with our without notice to you.

6. Paid Directory Listings

6.1 You may submit a paid listing to our directory by submitting this form for your businesses and services and this form for your event listings.

6.2 You will have the opportunity to identify and correct input errors after the submission of  your order form via email communication with us.

6.3 Paid submissions include the following benefits:

(a) being featured in the Little Day Out Directory section; and

(b) being featured in other sections of Little Day Out’s website.

6.4 If we accept a paid directory submission, it will remain published on our website for a period of one year, subject to termination or deletion in accordance with these terms and conditions.

6.5 Either party may terminate this agreement at any time by giving at least 30 days’ written notice of termination to the other party.

6.6 You may terminate the agreement by giving at least 30 days’ written notice of termination to us if we fail to provide the advertising services with reasonable efforts.

6.7 We may delete a paid directory listing immediately by giving written notice of termination to you if you fail to pay any amount due to us under the these terms and conditions in cleared funds by the due date for payment.

6.8 We may delete a paid directory listing at any time, providing that if we delete a paid listing in accordance with this Section 8.8 before the end of the period in respect of which listing fees have been paid, we will refund to you a pro-rated portion of those listing fees reflecting the unexpired listing period, such amount to be calculated by us using any reasonable methodology. Save as provided in this Section 6.8, you will not be entitled to any refunds or any other damages. Instead, you remain liable to pay all outstanding charges (whether or not invoiced) upon the termination of the agreement. We are entitled to set off any refunds in settlement of all liability and damages suffered, and all outstanding charges (whether invoiced or not invoiced).

7. Prohibited Directory Submissions

7.1 Without prejudice to our other rights under these terms and conditions, we reserve the right to reject or delete directory submissions that breach these terms and conditions, or that do not meet the additional guidelines for submissions published on our website.

7.2 If we reject or delete a directory submission in accordance with this Section 9, we will not refund any applicable charges.

8. Fees

8.1 The fees in respect of our website services will be set out on the website or communicated via email to you from time to time.

8.2 We will issue an invoice for the fees once the directory listing form has been submitted. You must pay to us the fees in respect of our website services immediately upon the issue of the invoice, in cleared funds, in accordance to any instructions on our website. Upon receipt of your payment of the fees, we will put up your listing.

8.3 We may vary fees from time to time by posting new fees on our website or by emailing to you, but this will not affect fees for services that have been previously paid.

8.4 If you dispute any payment made to us, you must contact us immediately and provide full details of your claim.

8.5 If you owe us any amount under or relating to these terms and conditions, we may suspend or withdraw the provision of services to you.

8.6 We may at any time set off any amount that you owe to us against any amount that we owe to you, by sending you written notice of the set-off.

9. Our Role

9.1 You acknowledge that:

(a) we do not confirm the identity of website users, check their credit worthiness or bona fides, or otherwise vet them;

(b) we do not check, audit or monitor the information contained in advertisements or listings;

(c) we are not party to any contract for the sale of purchase of products, digital products or services advertised or listed on the website;

(d) we are not involved in any transaction between website users in any way;

(e) we are not the agents for any website users,

and accordingly, we will not be liable to any person in relation to any contract or other arrangement between website users; furthermore we are not responsible for the enforcement of any contractual obligations arising out of a contract between website users and we will have no obligation to mediate between the parties to any such contract.

9.2 Subject to scheduled maintenance, express restrictions on the advertising services, and any force majeure event affecting us or our appointed hosting services provider, we will use reasonable endeavours to maintain the availability on the Internet of:

(a)     the website; and

(b)     your published content,

during the term; but we do not guarantee 24/7 availability.

10. Your Content: Licence

10.1 In these terms and conditions, “your content” means all works and materials (including without limitation text, graphics, images, audio material, video material, audio-visual material, scripts and files that you submit to us or our website for storage or publication on, processing by, or transmission via, our website.

10.2 You grant to us a worldwide, irrevocable, non-exclusive, royalty-free licence to use, reproduce, store, adapt, publish, translate and distribute your content in any existing or future media, on and in relation to this website and any successor website.

10.3 You grant to us the right to bring an action for infringement of the rights licensed under Section 10.2.

10.4 You hereby waive all your moral rights in your content to the maximum extent permitted by applicable law; and you warrant and represent that all other moral rights in your content have been waived to the extent permitted by applicable law.

10.5 You may edit your content to the extent permitted by communicating with us via email.

10.6 Without prejudice to our other rights under these terms and conditions, if you breach any provision of these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may delete, unpublished or edit any or all of your content.

11. Your Content: Rules

11.1 You warrant and represent that your content will comply with these terms and conditions.

11.2 You warrant and undertake:

(a) to ensure that all your content is accurate and fair;

(b) to ensure that your content does not consist of, contain, or link to any prohibited content;

(c) promptly to request the removal or editing of any Advertiser Content which ceases to be accurate and fair, or becomes Prohibited Content, for whatever reason;

(d) to ensure that the advertising and sale of any products and services that are advertised through your content is legal under all applicable laws;

(e) to ensure that the products and services advertised through your content are appropriate for the website’s user base; and

(f) to ensure that your content is of a quality commensurate with the content published on the website generally.

11.3 We reserve all rights to determine whether your content is acceptable for use on the Website. We may, in our sole and absolute discretion, refuse the use or discontinue the use of any of your content on the Website.

11.4 You agree to defend, hold harmless and indemnify us, our employees and agents for any and all claims, causes of action, damages, demands, fines, liabilities and penalties arising out of the content pursuant to this agreement and/or your negligent or reckless acts or omissions arising out of this agreement.

11.5 You acknowledge that we do not approve, endorse or sponsor any product or service contained in your content. You will not make any representation that we approve, endorse or sponsor any of your products or services. You also acknowledge that we do not approve, endorse or sponsor any person or company used by you for creative, design or other services, even if you were referred to such person or company by us.

12. Warranties

12.1 We hereby disclaim any and all express and implied warranties, including, without limitation, the implied warranty of merchantability, the implied warranty of fitness for a particular purpose, the implied warranty of quality of any computer programmes, any and all implied warranties of informational content, and any and all warranties as to any effort made to achieve a particular purpose. We make no warranty that the website is free of viruses or potentially damaging code.

13. General

13.1 The performance of our duties and obligations under this agreement will be that of an independent contractor, and nothing in this agreement will create or imply an agency relationship between you and us, nor will this agreement be deemed to constitute a joint venture or partnership between the parties.

13.2 You acknowledge that we may publish advertising of any other entity on our website. Nothing in this agreement shall be construed to mean or imply that you have any license to use any of our trademark, service mark, logo or trade name.

13.3 Any notice, consent or other communication hereunder shall be in writing and shall be deemed to have been duly given only if sent by means of registered or certified mail with postage prepaid to the addresses provided at the beginning of this agreement.

13.4 This agreement constitutes the entire agreement between the parties respecting its subject matter, and supersedes all prior agreements, proposals, negotiations, representations and communications relating to the subject matter. There are no agreements, understandings, representations, warranties or commitments, except as set forth herein. This agreement may be amended only by an instrument in writing executed by the parties hereto.

13.5 No amendment, change or modification of this agreement shall be valid unless in writing signed by the parties hereto.

13.6 The laws of the Republic of Singapore shall govern the validity of this agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto. The courts of the Republic of Singapore have exclusive jurisdiction for all mediation and arbitration.