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Marketing Service Order Terms and Conditions

Updated as of 6 July 2022 

 

  1. Unless defined otherwise, the following terms shall mean:

Affiliate & Marketing Content” means any content, images, video, materials, websites and/or applications that the Partner owns or uses to fulfil the Services.

Prohibited Content” means any content that: (i) are illegal or relates to any illegal or fraudulent activities; (ii) promotes gambling or any illicit activities; (iii) are inappropriate, offensive or derogatory in any nature whatsoever (including but not limited to religious or political); (iv) relates to violence, pornography or obscene material; and/or (v) such other content which CardsPal may deem prohibited and communicated to you from time to time.

  1. The Partner shall perform the Services commencing and ending on the dates set out in the service order (“Service Order”). The Parties may mutually extend the duration of the Services in writing. For the avoidance of doubt, unless otherwise specified in the Commercial Terms, this Service Order shall not create any exclusive arrangement or partnership between CardsPal and the Partner.

 

  1. The Partner represents and warrants that: (a) its representative has all requisite power and authority to enter into this Service Order; (b) that the Affiliate & Marketing Content, or any content, images, video and/or artwork used in providing the Services do not infringe any third-party intellectual property rights; and (c) Partner shall comply with all applicable laws in the performance of the Services.

 

  1. CardsPal reserves the right to withhold any Fees and/or commissions payable to the Partner if CardsPal, at its sole discretion, determines that the Partner has breached any applicable laws or any of the terms of the Service Order, or if there are technical errors, such as improper affiliate link formatting by the Partner. CardsPal decision under this clause shall be final.

 

  1. Partner acknowledges and agrees (a) that CardsPal makes no representations or warranties about the Platform; nor (b) that it has not entered into this Service Order in reliance wholly or partly on any statement or representation made by or on behalf of CardsPal.

 

  1. For the duration of the Service Order, CardsPal shall grant a non-exclusive, non-transferable and revocable licence to display CardsPal’s advertising materials (including but not limited, to artwork, graphics, text, files, URLs or such other codes) for the sole purpose of performing the Services. Save as set out in this clause, nothing in this Service Order shall grant the Partner any rights to the use of any of CardsPal’s intellectual property rights.

 

  1. In the performance of the Services, the Partner warrants and undertakes to CardsPal:

a). to be fully responsible for the content in Affiliate & Marketing Content used for the Services, and to ensure that it does not contain any Prohibited Content nor shall it be hosted on any sites or applications that contain Prohibited Content;

b). not to alter or modify in any way or create any derivative materials from any content and/or advertising materials that have been provided to the Partner;

c). not to fraudulently use means or methods (which include any search engine optimisation services) to generate clicks, conversions or downloads that are invalid or fraudulent;

d). to not promote CardsPal through any form of paid advertising or media buying (such as Google Ads, Facebook Ads etc) that leads users directly to the CardsPal’s website or Platform;

e). not to advertise any Affiliate & Marketing Content through any of CardsPal’s social media channels;

f). not to use or include any spyware, malware or virus in any Affiliate & Marketing Content; and/or

g). to not conduct or run any lottery or any gaming activities in the performance of the Services.

 

  1. CardsPal reserves the right, at its sole discretion, to reject the use of any Affiliate & Marketing Content by the Partner. In the event that the Partner is notified by CardsPal to remove or takedown any Affiliate & Marketing Content due to the breach of any of the terms and conditions herein, or any content in the Affiliate & Marketing Content being objectionable in CardsPal’s sole opinion, the Partner shall remove such Affiliate & Marketing Content immediately.

 

  1. Partner grants to CardsPal a worldwide, royalty-free, perpetual, irrevocable, sub-licensable right and licence to reproduce, use, modify, adapt, copy, display, publish, transmit, communicate, make available, hyperlink, mirror or frame all names,  logos, trademarks, service marks, materials, promotion information, information on the merchant and the merchant’s products and service offerings, characters, figures, designs, text, sound recordings, videos, images, graphics, photographs or links (the “Marketing Material“):

 

(1) provided by Partner in connection with the Services (including the Affiliate & Marketing Content); and/or

(2) available on Partner’s websites,

for the purposes of (a) operating marketing campaigns (b) marketing of CardsPal’s Platform, (c) CardsPal’s commercial purposes or otherwise, (d) transmission, distribution, hyperlinking or mirroring on a third party’s website, for any of the earlier mentioned purposes and/or (e) archival purposes (collectively, the “Purposes”).

The licence granted by Partner to CardsPal under this clause includes the right to create derivative works of the Marketing Material (“Derivative Marketing Material”) and to reproduce, use, modify, adapt, copy, display, publish, transmit, communicate, make available, hyperlink, mirror or frame Derivative Marketing Material for the Purposes.

For the avoidance of doubt, Partner agrees that CardsPal may sublicense, transfer or assign any or all of the rights referred to in this clause to third parties for the Purposes.

Partner represents and warrants that the Marketing Material does not infringe the rights of any other third party or breach applicable law. Partner acknowledges and agrees that this Service Order does not operate to transfer any rights in the Platform to the Partner.

The rights conferred under this clause shall survive the termination or expiration of the Service Order.

  1. The Parties agree that the Parties shall not disclose to any person any Confidential Information that is disclosed by one Party (“Disclosing Party”) to it (“Recipient Party”), or otherwise becomes known to the Recipient Party pursuant to the Service Order, and any such Confidential Information will be treated in the strictest confidence. “Confidential Information” means all proprietary and confidential information of the Parties and those of their customers, clients, personnel, or suppliers whether commercial, financial, technical or otherwise (whether oral, in writing, electronically recorded or in any other form) which by its very nature should obviously be treated as secret and confidential or which is designated as such and which either or both Parties desire to protect against unrestricted disclosure or competitive use.

 

  1. Partner agrees to indemnify CardsPal and its affiliates, directors, officers, employees and all representatives associated with the Services (collectively, the “Indemnified Parties”) from any and all claims, damages, losses, demands, causes of action, proceedings, expenses (including without limitation reasonable attorneys’ fees), and/or liabilities resulting or arising from or connected with, or claimed to have arisen, resulted from or be connected with the performance of the Services (collectively, “Claims”), except to the extent that such Claims are directly due to the CardsPal’s failure to materially comply with this Service Order.

 

  1. Either Partner or CardsPal may terminate a Service Order with five (5) business days’ notice in writing. On the date of termination, the Partner shall stop performing the Services. CardsPal may terminate a Service Order within immediate notice in the event of any alleged breach of these Service Order Terms and Conditions. All provisions of the Service Order that should, by their nature, survive any expiration or termination of a Service Order, shall survive.

 

  1. CardsPal reserves the right to suspend, at any time, the Services if in its sole discretion, the continuation of the Services will harm the public interests or the interests of CardsPal.

 

  1. In the event CardsPal is found liable for any losses suffered by the Partner in connection with the Services, the aggregate liability of CardsPal under a Service Order shall in no event exceed the total Fees payable and/or paid (as the case may be) to the Partner.

 

  1. Notwithstanding anything to the contrary, neither party shall be liable for any loss of profits, indirect, incidental, consequential and/or special losses incurred by either party under a Service Order.

 

  1. Partner shall not issue any press release relating to any Service Order except with the prior written consent of CardsPal.

 

 

  1. A Service Order does not create or confer any rights or benefits enforceable by any person not a party to it except that the Indemnified Parties will have the right to enforce any rights or benefits in a Service Order including, without limitation, any limitation and/or exclusion of liability. Nothing in a Service Order creates a joint venture, relationship of partnership or agency between Partner and CardsPal. Accordingly, except as expressly authorised under a Service Order, neither Partner nor CardsPal has authority to pledge the credit of or make any representation or give any authority to contract on behalf of the other party.

 

  1. Email shall constitute sufficient notice in writing if sent to the email addresses identified above and shall be deemed to be received at the time that it is sent. However, if the time of deemed receipt of any notice is not before 5.30pm local time on a business day for the recipient, it is deemed to have been received at 8.30am local time on the next business day for the recipient.

 

  1. A Service Order contains the entire agreement of the Parties with respect to the Services and supersedes all prior agreements, arrangements, understanding, promises, covenants, representations and communications between the Parties, whether written or oral, with respect to the Services.

 

  1. Notwithstanding that the whole or any part of any provision of a Service Order and/or these terms and conditions may prove to be illegal or unenforceable, the other provisions of a Service Order and/or these terms and conditions shall remain in full force and effect.

 

  1. A Service Order, these terms and conditions, and any matters arising out of or in connection with the Services (whether contractual or non-contractual in nature), shall be governed by and is to be construed in accordance with Singapore law. Partner and CardsPal submit and agree to the exclusive jurisdiction of the Singapore courts.