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Service Order Terms and Conditions

Updated as of 30 May 2022 

 

  1. The Campaign will commence and end on the dates as set out in the service order (“Service Order”). The parties may mutually extend the duration of the Campaign in writing.

 

  1. In consideration for CardsPal operating the Campaign, the Partner agrees to make payment of the fees, charges (collectively, “Fees”) or such other payment in kind or cross-promotional marketing efforts as indicated in the Service Order. Additional Fees may be payable based on the conversion rate following the Campaign. The tracking method of the conversion is set out in the Service Order. Payment of the Fees is subject to the terms and conditions set out herein and in the Service Order.

 

  1. If applicable, CardsPal will issue an invoice for the Fees to Partner monthly in arrears. Payment shall be made by Partner to CardsPal by bank transfer to CardsPal’s bank account (details as set out in the Service Order) within 30 days of the issuance of the invoice. In the event of late payment of Fees, CardsPal reserves the right to suspend the Campaign or any part of it.

 

  1. The Partner represents and warrants that: (a) its representative has all requisite power and authority to enter into this Service Order; and (b) Partner shall comply with all applicable laws.

 

  1. Partner acknowledges and agrees that CardsPal makes no representations or warranties about (a) the Platform, including its availability; or (b) the quality of any of the services performed by CardsPal in relation to the Campaign.

 

  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 0on 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 Campaign; and/or

(2) available on Partner’s websites,

for the purposes of (a) operating the Campaign (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 Campaign and 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 operation of the Campaign and in respect of the performance of their obligations under this Service Order (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 operation of the Campaign or the performance of their obligations under the Service Order (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, CardsPal shall stop operating the Campaign. 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 operation of the Campaign on the Platform, if in its sole discretion the operation of the Campaign 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 Campaign, the aggregate liability of CardsPal under a Service Order or the Campaign shall in no event exceed the total Fees payable and/or paid (as the case may be) to CardsPal.

 

  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 Campaign and supersedes all prior agreements, arrangements, understanding, promises, covenants, representations and communications between the Parties, whether written or oral, with respect to the Campaign.

 

  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 Campaign (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.