Commercial Terms and Conditions
BG BRIDAL GALLERY PTE LTD. (“BG”) provides an online platform (the “Service”) at www.bgbridalgallery.com.ph (the “Site”) for businesses and professionals to promote their wedding related goods and/or services (“Products”) to users who have subscribed to BG’s non-commercial services (“Members”). The following terms and conditions (“Terms”) govern the use of BG for commercial purposes.
BG provides a platform from which you may promote your wedding related services to Members. The Service is limited to providing you with a virtual space (“BG Page”) and the functionality that enable you to post and manage your Content (defined below) about your Products on your BG Page.
BG is not a marketing/advertising service and the Service does not include providing advice and consulting on content to promote/advertise your Products, preparing content to promote/advertise your Products, posting or managing your Content on your BG Page, archiving your posts, managing comments posted by others on your BG Page and/or preparing and installing ad tags to allow a certain search on the Site to direct one or more Member to your BG Page. Furthermore, BG does not provide services such as click tracking, content or page view data and/or data analysis of such data. BG does not guarantee: that your Content will be posted in the manner your intend it to be viewed; that your Content will post at all on your BG Page; that searches of the Site by Members will result in finding or viewing your BG Page; and/or that Members will buy your Products.
In its sole discretion, BG may change the Service and/or the Site without prior notice to you and without incurring any liability to you if such changes when implemented impact your Content and/or the look and feel of your BG Page and/or loss of business prospects from Members.
To use BG for any commercial purpose, you must register a business account with BG by requesting application from BG, which in its sole discretion, BG may accept or reject. Once you receive an invitation from BG, to continue to register a business account with BG, you have to enter into an agreement (the “Agreement”) with BG by accepting these Terms. However, even without registering a business account and/or entering into an agreement with BG by accepting these Terms, you acknowledge that your use of the Service for any commercial purpose shall create a legally binding agreement between you and BG that shall be subject to and governed by these Terms.
Furthermore, if your business is not formally organized as an entity, to register a business account, you must be at least 18 years of age as of the date of registration or must be the age deemed to be legal maturity in the country you live in, whichever is greater. You must provide accurate information about your business to us and update your contact information and/or the name and contact information of an executive or manager with authority to act on your behalf as necessary so that we always have your accurate information. You should maintain the safety of your account log-in information. We will not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with the loss of your log-in information.
PROMOTING YOUR GOODS/SERVICES
Subject to these Terms, you are entitled to promote your Products through the Service by posting information, photos, videos, sound clips, links to other sites and/or comments about your Products (“Content”) on your BG Page within the territory in which the Service is offered to Members. You are solely responsible for posting and management of your Content on your BG Page.
Compliance with All Applicable Laws, Rules & Regulations & with BG Rules. Your Content and your activities conducted on the Service shall comply with all applicable laws, rules and regulations including, without any limitation, laws pertaining to individual’s privacy rights. In addition, your Content must not contain false, fraudulent and deceptive claims; infringe on third parties’ intellectual property rights including, without any limitation, copyrights and rights in trademarks, trade names, logos; infringe individuals’ civil rights, rights of publicity or privacy; contain defamatory content or include content that is vulgar, pornographic or obscene.
Other Obligations. Except as otherwise expressly set forth herein,(i) you are solely responsible for the content that you post on your BG page; (ii) all aspects of the sale and delivery of your Products and any related materials or documentation, including, without limitation, any warranty or other claims that you make to the Members with respect to the Products, and (iii) all agreements between you and the Members who purchase your Products. You acknowledge and agree that you, and not BG, are the seller of the Products and that you shall be solely responsible for delivering Products to Members.
Grant of License to BG. You grant to BG the royalty-free, irrevocable and non-exclusive right and license to use your Content, including the right to use your trademarks, service marks and trade names, in connection with promoting any services BG now or hereinafter may offer to businesses and/or to consumers.
BG’s Obligations. BG’s responsibility to you shall be limited to providing you with the opportunity and the functionality to post your Content on BG Page; provided that BG shall not be responsible for any failure of your Content to post or remain on your BG Page, for saving your Content on your BG Page, or for any failure for you to reach your objective from registering a business account with BG. Furthermore, registering a business account on BG and payment of Service Fee (defined below) shall not entitled you to any data or analysis of the data regarding Members’ clicks or visit to your BG Page.
MEMBER DATA You acknowledge and agree that all data, including but not limited to, personally identifiable information provided by Members through the use of the Site and other services provided by BG, Member clicks and page views of any portion of the Site including of your BG Page and Content and any and all reports, results, and/or information created, compiled, analyzed and/or derived by BG from such data (collectively, the “Data”) is the sole and exclusive property of BG and is considered Confidential Information pursuant to this Agreement. BG, in its sole discretion, shall have the right to use the Data to direct marketing materials or other data to Members without further obligation to you.
RESTRICTIONS ON YOUR USE; SUSPENSION OF YOUR ACTIVITIES ON THE SERVICES AND THE SITE
Communication with Members. Registration with BG to promote your Products does not provide you with the right to initiate contact, directly or indirectly, with any Members regarding your Products or any other commercial activity. To be clear, under no circumstances, this Agreement provides you with the right to initiate contact with a Member to promote your Products. Only after a Member contacts you regarding your Products, you may communicate with that Member regarding your Products. Once, a Member contacts you, you shall respect the Member’s requests regarding further communication with that Member and regarding use of any personal information you may have obtained from that Member. You shall not harass or hound the Member into purchasing or promoting (by leaving comments on your web pages including on your BG Page) your Products.
Use of Personal Accounts. You agree not to conduct any business or commercial activity on BG through registration for a personal account and you agree that any use of BG for business or commercial activities without registration with and payment of fees to BG shall be a breach of this Agreement.
Suspension of Your Participation. BG may, in its sole discretion, with or without giving prior notice to you, suspend, effective immediately, your activities on BG and access to your BG Page for any violation of the Agreement or these Terms, or for any fraudulent or other activity that BG considers detrimental to the Service or for any other reason that BG deems necessary or appropriate. In the event of suspension without prior notice to you, BG shall provide a written notice to you within three (3) business days after suspending your activities on BG and your access to your BG Page.
SERVICE FEES; PAYMENTS
Service Fee. As consideration for BG providing you with BG Page to promote your Products, you agree to pay to BG a monthly Service fee as set forth in Schedule A attached hereto and incorporated herein and all updates thereto.
Payment. The payment of the Service Fee is due and payable prior to the first day of each calendar month. You agree to provide BG with valid payment information, such as credit/debit card or PayPal account, to charge the Service Fee two (2) business days prior to the first day of any given months. You agree that BG has the right to immediately suspend your business account if BG is not able to charge the Service Fee for any reason including for third party’s failure to process the transaction. You shall solely be responsible to ensure that your payment information will result in successful collection by BG of the Service Fee.
BG agrees to make commercially reasonable efforts to protect the payment information you provide to BG that BG maintains on its networks in any format BG deems suitable; however, BG shall not be responsible to you for any illegal access to your payment information that occurs on third parties’ networks.
Payments from Members and Taxes. Although BG may offer the service in the future, at this time, BG does not collect payment and/or sales tax from Members who purchase your Products on your behalf. You are solely responsible to collect payment and sales tax, if applicable, from the Members who purchase your Products.
INSURANCE. During the term of this Agreement, you shall procure and maintain insurance policies with sufficient coverage to cover any obligations that you may have to BG pursuant to this Agreement and for any and all liabilities occurring from your use of the Site and the Service.
TERM AND TERMINATION.
Term and Renewal. This Agreement shall commence on the day that you register your business account with BG and continue in effect thereafter for a one-year period (the “Term”) unless either BG or you elect to terminate this Agreement in accordance with this Section 8. This Agreement shall automatically renew for additional one year terms unless either you or BG notifies the other party with a sixty (60) day written notice of its intention not to renew the Agreement.
Termination for Convenience. Either you or BG may terminate this Agreement for convenience upon sixty (60) days’ prior written notice for any reason or no reason. Upon termination for convenience, you are responsible to pay the Service Fee for the sixty (60) day notice period up and until the end of the month during which the notice period ends – for clarity, if you provide BG with a notice of termination for convenience on March 15, you shall be responsible for payment of Service Fee until the end of May.
Termination for Breach. If you breach this Agreement, BG shall have the right to suspend, effective immediately, your access to your BG Page and your activities on the Site and thereafter provide you with written notice of termination and a period of thirty (30) days for you to cure the breach. BG may terminate this Agreement should you fail to cure the breach to the satisfaction of BG during the thirty (30) day notice period.
Termination for Insolvency. Either party may terminate this Agreement by written notice if the other party becomes insolvent, makes a general assignment for the benefit of creditors, files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for its business or assets, or becomes subject to any proceedings under any bankruptcy or insolvency law, whether domestic or foreign, or has wound up or liquidated, voluntarily or otherwise.
Effect of Termination. Upon any termination of this Agreement, BG does not have any obligation to assist you in retrieving and transferring your Content on your BG Page to another medium and BG does not have any liability to you in case such termination results in loss of part or all of your Content.
Confidential Information. “Confidential Information” means: all information, whether in written, verbal, graphic, electronic or any other form, of BG, that is identified at the time of disclosure or observation as being confidential or proprietary, or is otherwise reasonably identifiable as confidential information of BG including, without any limitation, its pricing policy and Service Fee charged to you.
Exclusions. Confidential Information does not include (i) BG information that: (1) is or becomes generally known to the public through no fault or breach of this Agreement by you, (2) is known to you at the time of disclosure without an obligation of confidentiality, (3) is independently developed by you without use of the disclosing BG’s Confidential Information, (4) you rightfully obtain from a third party without restriction on use or disclosure, or (5) is disclosed with the prior written approval of BG. It is commercially impractical to maintain the confidentiality of your information; therefore, nothing in this Agreement shall obligate BG to protect any of your information as confidential information.
Use and Disclosure Restrictions. You shall not use BG’s Confidential Information except for internal purposes related to the performance of this Agreement, and you shall not disclose such Confidential Information to any third party except to your officers, directors, employees, agents, consultants and advisors as is reasonably required in connection with the exercise of your rights and obligations under this Agreement (and only subject to binding use and disclosure restrictions at least as protective as those set forth herein executed in writing by such employees and consultants). However, you may disclose BG’s Confidential Information: (i) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that you give reasonable notice to BG to contest such order or requirement, and (ii) on a confidential basis to legal or financial advisors who agree to be bound by this Section 9.
REPRESENTATIONS AND WARRANTIES; DISCLAIMER.
Mutual Representations and Warranties. Each party represents, warrants and covenants that: (i) he, she or it, as the case may be, has all necessary right, power and authority to enter into this Agreement and to perform its obligations hereunder, (ii) the performance of his, her or its obligations hereunder does not and will not conflict with or result in a breach of any other agreement to which he, she or it is a party or by which any of his, her or its assets or properties is bound or affected, and (iii) this Agreement constitutes the valid and binding agreement of such party, enforceable against such party in accordance with its terms
Your Representations and Warranties. You represent and warrant that (i) you shall comply with all applicable law, rules and regulations applicable to your activities on BG and to your Content; (ii) you shall have or shall have obtained all intellectual property rights in the Content that you post on your BG Page; (iii) posting your Content on BG shall not infringe any third party’s intellectual property rights; (iv) you shall comply with all applicable laws, rules and regulations relating to the conduct of your business including, without any limitation, consumer and/or commercial laws concerning your dealings with Members including the protection of Members’ privacy; (v) you shall not engage in any “bait and switch” tactics by substituting other products or services for the Products you promote on BG and/or promote any Products unless you reasonably believe that you can provide the Products as promoted to the Members; and (vi) you shall not otherwise engage in any illegal, unfair or fraudulent business practices using the Service or the Site.
Disclaimer of Warranties. THE SITE AND THE SERVICE ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, BG DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS REGARDING THE SITE AND THE SERVICE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF NON-INFRINGEMENT, ACCURACY, UNINTERRUPTED SERVICE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR OR GENERAL USE OR PURPOSE.
INDEMNIFICATION; LIMITATION OF LIABILITY.
Indemnification. You shall defend, indemnify and hold BG, its parent, subsidiaries and affiliates, and their respective officers, directors, employees, and agents harmless from and against any and all liability, losses, claims, demands or costs of any kind, including reasonable attorneys’ fees and costs of litigation, arising from (i) any breach of your representations, warranties and covenants under this Agreement, (ii) your use of the Site or the Service other than as authorized herein, (iii) any activities and/or disputes between you and any Member, (iv) use by BG of your Content, and/or (v) claims, including, without limitation, product liability claims, arising in connection with your Products. BG shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise. However, BG agrees not to settle or compromise any matter in a way that acknowledges or imposes on you any liability or damage without your prior written approval unless your rejection of the proposed settlement is commercially unreasonable. BG shall provide you with prompt written notification of any such claim or action and copies of all materials and papers served upon it. You shall reasonably cooperate with BG at your expense, in the defense of any such action. This indemnification obligation shall survive the expiration or termination of this Agreement.
Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL BG BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF THE SITE OR PARTICIPATION IN THE SERVICE, OR ANY AND ALL OTHER PERSONAL OR COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. UNDER NO CIRCUMSTANCES WILL BG’S LIABILITY RELATING TO THIS AGREEMENT EXCEED THE FEES PAID BY YOU TO BG IN THE TWELVE MONTH PERIOD BEFORE THE RIGHT WHICH YOU ENFORCE AROSE. THE IMMEDIATELY FOREGOING LIMITATION OF LIABILITY APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING (WITHOUT LIMITATION) COMPENSATORY, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES; LOSS OF DATA, INCOME OR PROFIT; LOSS OR DAMAGE TO PROPERTY; AND CLAIMS OF THIRD PARTIES.
Independent Contractors. Each party is an independent contractor. Except as set forth in this Agreement, neither party is authorized or empowered to obligate the other or to incur any costs on behalf of the other without the other party’s prior written consent.
Governing Law and Jurisdiction. This Agreement and the relationship between you and BG shall be governed by the laws of the State of New York without regard to its conflict of law provisions. You consent to submit all disputes arising out of or relating to this Agreement to binding arbitration before a competent tribunal in the State of New York Parties shall cause any arbitrator(s) to treat as confidential the Confidential Information. The award of the arbitrator shall be enforceable according to the applicable laws of the Singapore and all other applicable jurisdictions. At its sole option, BG may adjudicate claims of infringement of intellectual property by a court of competent jurisdiction located in the State of New York.
Attorneys’ Fees. A party that is substantially prevailing in a legal action against the other party to this Agreement shall be entitled to the reimbursement of its reasonable legal fees and costs by the other Party.
Assignment. You may not assign your rights or obligations under this Agreement without the prior written consent of BG. Any assignment, transfer or attempted assignment or transfer in violation of this Section 12(d) shall be void and of no force and effect. BG and any of its subsequent assignees may assign this Agreement, in whole or in part, or any of its rights or delegate any of its duties, under this Agreement to any party. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.
Force Majeure. BG shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of BG, including but not limited to electrical outages, failure of Internet service providers, default due to Internet disruption, riots, insurrection, acts of terrorism, war (or similar), fires, flood, earthquakes, explosions, and other acts of God.
Entire Agreement. This Agreement constitutes the entire and only agreement and supersedes any and all prior agreements, whether written, oral, express, or implied, of the parties with respect to the subject matter set forth herein.
Notices. All notices required or permitted under this Agreement shall be in writing and delivered by email, facsimile, courier, overnight delivery service, or by certified mail, and in each instance shall be deemed given upon receipt or rejection. All notices shall be sent to the email address and/or physical address set forth in Schedule A or to such other address as may be specified by a party from time to time.
Waiver. The failure of either party to insist upon or enforce strict performance by the other party of any provision of this Agreement or to exercise any right under this Agreement will not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather the same will be and remain in full force and effect.
Remedies. Except as otherwise specified, the rights and remedies granted to a party under this Agreement are cumulative and in addition to, not in lieu of, any other rights and remedies which the party may possess at law or in equity. Failure of either party to require strict performance by the other party of any provision shall not affect the first party’s right to require strict performance thereafter.
Survival. The provisions of Section 3(d) and Sections 8, 9, 10, 11 and 12(b) shall survive the expiration or termination of this Agreement.