ShowNearby

Advertising Terms and Conditions

The following are the terms and conditions for advertising on the ShowNearby platform.
Feel free to contact us if you have business enquiries.
For advertising content guidelines pertaining to the Order Form, please go here.

Terms and Conditions for ShowNearby Advertisements

1.            Definitions
Unless otherwise stated, the following words shall have the following meanings:-
“Advertisement Charges” – Refers to advertisement charges stated in the Order Form

“Advertisement Packages”- Refers to any form of bundling of the Advertisement Services by ShowNearby

“Advertisements” – Refers to any of the following: Location Based Promotions, Location Based Advertisements, ShowNearby Premium Listings, ShowNearby Sponsored Categories

“Advertiser” – Refers to the individual, company, partnership or other entity named in the Order Form

“Advertising Platforms” – Refers to ShowNearby’s platforms for delivery of Advertisements which includes but is not limited to web and mobile.

“Advertising Material” – Refers to materials containing text, designs, drawings, artworks, trademarks, trade names, copyright, logos, designs, patents, know-how, industrial property and other intellectual property, photographs and any other materials supplied by the Advertiser which together constitute the whole or part of the advertisement.

“Affiliate” – Refers to any company, partnership or other entity which directly or indirectly controls or is controlled by or is under common control of ShowNearby.

“Booking” – Refers to the submission of the Order Form for ShowNearby’s acceptance

“Booking Date” – Refers to the date indicated by the Advertiser on the Order Form.

“Booking Deadline” – Refers to the deadline for submission of the completed order form for Advertisements.

“Broadcast Date” – Refers to the date where the Advertisement is scheduled to be broadcasted to ShowNearby’s Advertising Platforms.

“Services” – Refers to Advertising Services and any other services rendered by ShowNearby to Advertiser including but not limited to consultancy, administrative issues, support and maintenance.

2.            The Agreement
The date of this agreement shall be the date as stated in the Order form by the advertiser or the date of receipt by ShowNearby whichever is earlier.

By signing the Order form, the advertiser agrees to be bound by and shall comply with this Agreement. In the event of conflict of terms and conditions between this Terms and Conditions and ShowNearby’s other standard Terms and Conditions, the former shall prevail.

The advertising period for the Services shall be stated in the Order form and their respective commencement dates as stipulated by ShowNearby.

3.            Order Form

3.1          The advertiser shall submit the Order Form duly approved on or before the broadcast date for the advertisement.

3.2          With regard to changes in the Advertisements, the Advertiser may request changes including the updating of information during the period of advertisement. If allowed, the Advertiser shall bear all requisite costs relating thereto. There will be no refund, rebate or discount for the Advertiser in the event changes to the Advertisement by the Advertiser are rejected by ShowNearby.

4.            Sole Discretion of ShowNearby

4.1 ShowNearby reserves the right to:-

4.1.1      Impose restrictions on the style, size of or information and any other matters relating to the Services or make any alteration it considers necessary or desirable in the Services to comply with ShowNearby’s prevailing practice and policies as may be amended from time to time, and specification of the Info-Communications Development Authority of Singapore (“IDA”), any statutory Board or Authority (collectively referred to as “Authorities”) or by any law.;

4.1.2      To omit, suspend or change the position and sequence, text words, visual or any format of the Services, even after acceptance for publication or broadcast and even if it has been previously published or broadcasted and such amendment shall include amendment to Chinese Characters.

4.1.3      In the event there is any error, misprint or omission in the Services, ShowNearby may but will not be obliged to insert the relevant or corrected information in the next available broadcast or make a reasonable refund or pro-rated adjustments to the Services. Unless otherwise agreed in writing, ShowNearby is not obliged to comply with conditions imposed by the Advertiser for any insertion. No reinsertion, refund or pro-rated adjustments will also be made if, in ShowNearby’s sole discretion, such defect does not materially detract from the Services. No form of compensation shall also be made in respect of complimentary advertising services provided free of charge by ShowNearby.

5              Advertising Material

5.1          All Advertising Materials supplied must comply with ShowNearby’s prevailing practice and policies and the specifications of the Authorities and/or any Law, which are available upon request.

5.2          Whiles every reasonable care is taken, neither ShowNearby nor its agents shall be responsible for loss or damage to the Advertising Materials.

5.3          When the Advertising Materials are not submitted concurrently with the Order Form, the relevant amendments and/or updates as the case may be, ShowNearby reserves the right to repeat the relevant advertising service with any necessary modifications or publish the advertisement with only the Advertiser’s contact details known to ShowNearby as at the time of Booking and the Advertiser would remain liable for full payment of the Advertisement Charges.

6              Advertisement Charges and Payments

6.1          The Advertiser may be required to furnish collaterals or make full or part payment of the Advertisement charges as a condition precedent to the provision of the Services by ShowNearby under this Agreement.

6.2          Notwithstanding Clause 6.1, ShowNearby shall invoice for the Services prior to broadcasting of the Advertisement which is payable in full within 30 days of the invoice date for all Services. ShowNearby reserves the right to amend the term and manner of payment aforesaid as it deems fit.

6.3          The full rate for the duration stated in the Order Form will be charged, regardless of whether the Advertiser uses up his entitlement for the Services and also where the advertisement is unpublished due to Advertiser’s failure to submit collateral or Advertising Materials which are to be submitted before any relevant deadlines.

6.4          Additional charges at ShowNearby’s prevailing rates will be imposed for any additional services in excess of the Advertiser’s entitlement and the same is payable at the time of usage. Such additional services include but are not limited to renewal of the Services.

6.5          Interest at a rate of 8% p.a. is payable on outstanding payment from the invoice date or the last payment date, whichever is later.

6.6          If the Services allow a direct connection to mobile telephone services, pursuant to IDA’s present policies, the subscriber shall bear the cost of the connection. If IDA imposes any charge on ShowNearby, the Advertiser undertakes to bear the same.

6.7          When 2 or more accounts pertaining to the Services are opened by the Advertiser, ShowNearby is entitled to combine, consolidate or merge all or any its accounts and may set off or transfer any sum standing to the credit of such account(s) in or towards satisfaction of its liabilities to ShowNearby. In particular, the same applies to an Advertiser, who is an individual and who maintains 2 or more of such accounts for his various businesses for which he is sole-proprietors of. ShowNearby also reserves the right at any time, to require the personal guarantee of an Advertiser who is the sole individual share holder of various private limited companies which maintain 2 or more of such accounts under different company names with ShowNearby.

7              Cancellation Policies

7.1          The Advertiser may with written consent from ShowNearby amend/withdraw/cancel the Advertising Order on written notice to ShowNearby which must be received by ShowNearby within 5 days from the Booking Date or the date of receipt by ShowNearby whichever is earlier. Thereafter no amendment/withdrawal/cancellation will be entertained.

7.2          No partial cancellation is allowed. Cancellation for Advertisement Services already running will constitute a full cancellation of the Service and a cancellation charge of 30% of the Service will be imposed.

8              Intellectual Property

8.1          All trademarks, copyright, designs, patents, know-how, industrial property and other intellectual property comprised in the Services and materials provided by ShowNearby, including the mobile applications, web platforms and data are the exclusive property of ShowNearby. No use and reproduction of any part of the same in any manner is allowed without ShowNearby’s prior written consent.

8.2          The Advertiser shall fully indemnify ShowNearby in respect of all losses, damages, costs and expenses which may be suffered by ShowNearby from the unauthorised use of ShowNearby’s Intellectual Property through breach by the Advertiser of this Agreement or its negligence or otherwise.

9              Non Broadcasting and Payments

9.1 ShowNearby reserves the right not to broadcast any advertisement without explanation notwithstanding acceptance of full or part payment of the Advertisement Charges.

9.2 ShowNearby may refuse or require amendment of advertisements that are to be published for any reason including to avoid infringing a third party’s rights and any prevailing laws.

9.3          ShowNearby may at its sole discretion at any time before the Broadcasting Date:-

9.3.1  reject or decline to broadcast the advertisement without any explanation and shall refund any payment that may have been made even if a similar advertisement had been broadcasted previously and/or

9.3.2 require the Advertiser to amend or edit the advertisement submitted to ShowNearby as set out in the Advertisement Order according to the requirements of ShowNearby; and/or that if the Advertiser disagrees, any payment it may have made will be refunded; and/or

9.3.3 by written notice state that it will not publish the advertisement on the scheduled Broadcasting Date but on an alternative Broadcasting Date provided that if the Advertiser disagrees, any payment it may have made will be refunded; and/or

9.3.4 delete or otherwise remove any advertisement without explanation and refund any payment made by the Advertiser without any liability. The Advertiser shall have no claim against ShowNearby

9.4          ShowNearby may at its sole discretion, discharge and satisfy any claim and settle or defend any action or threatened action without reference to the Advertiser.

9.5          ShowNearby is not liable for any unsatisfactory broadcasting of advertisements if the advertising materials submitted by the Advertiser do not comply with its requirements.

9.6          Any complaint regarding Advertisements, together with all relevant details is to be lodged within 3 months of the Broadcasting Date, after which none will be entertained.

9.7          The Advertising Materials and/or other property submitted are held by ShowNearby at the Advertiser’s risk and any relevant insurance with respect to such property shall be arranged and paid by the Advertiser. No such claims will be entertained more than 1 month after submission.

9.8          If default in payment occurs, ShowNearby may refuse to broadcast the advertising items without notice to the Advertiser.

9.9          If any incentive has been given to the Advertiser by way of free or bonus advertisements or rebates (if applicable) (“the incentives”), the time of placement of these Incentives shall be at ShowNearby’s sole discretion. If default in payment occurs, or if there is a breach of this Agreement by the Advertiser or the criteria set by ShowNearby for the incentives are not met, ShowNearby may without prior notice forthwith withdraw the Incentives. Withdrawal of the Incentives shall however not affect the validity of this Agreement which shall remain in full force and effect until terminated pursuant to the terms and conditions herein.

9.10        ShowNearby reserves the right to modify, add on, suspend or terminate the incentives without prior notice but notice shall be deemed given to the Advertiser by posting notice by E-mail to the last known email address of the Advertiser in ShowNearby’s records and the Advertiser shall be bound by the same from the date as determined by ShowNearby or if no date is specified from the date of such posting.

10           Advertiser’s Warranties

10.1        The Advertiser warrants that:-

10.1.1 it has the right or obtained all necessary licenses, copyrights, approvals and permissions from all relevant authorities (“Authorities”) and parties to use all materials, photographs, names or representations pertaining to all advertisements to be published through the Services and if any demand, claim or criminal charge arising therefrom is made against ShowNearby, it will indemnify ShowNearby from any such costs, damages, fines, penalties or charges

10.1.2 it is authorised, entitled to advertise and permit ShowNearby to reproduce and otherwise use the business/service/product described in all documents submitted in relation to the Services.

10.1.3 all statements, representation (including but not limited to pictorial representations) and references found in the advertisement are accurate and true and not defamatory of any person.

10.1.4 the information provided shall be legal, decent, honest, and comply with the requirements of prevailing Singapore law and abide by the code of practice and advertising policies/conditions issued by ShowNearby and the Authorities from time to time.

10.1.5 nothing shall be included in the publication which shall constitute a breach of infringement of any copyright, trademark, trade name, design, patent, know-how, any industrial property right or intellectual property right owned by any third party or be in any way illegal, scandalous or libelous and it will indemnify ShowNearby against any liability in respect thereof and shall pay all costs and expenses which may be incurred thereto.

10.1.6 it is solely responsible for and liable in respect of the content, accuracy and completeness of the Services, ShowNearby shall not bear any responsibility nor liability for any damages or losses whatsoever suffered or incurred by any party through the use of the information provided by the Services.

10.1.7 the individual who signs on his behalf is duly authorised to enter into this Agreement.

10.1.8 it shall be solely responsible for notifying ShowNearby and the telecommunication company prior to the stipulated deadline, by written notice of any change pertaining to its details already listed with the telecommunication company and all matters relating or incidental to the telecommunication company with whom it has subscribed. ShowNearby shall not be responsible for all matters arising in relation to the services provided by the telecommunication company and in particular arising as a consequence of any change of the telecommunication company which it shall not have notified ShowNearby.

11           Limitation of Liability and Indemnity

11.1        Except as expressly stated herein, (a) ShowNearby grants no other warranties relating to provision of the Services and all other conditions, warranties, stipulations or other statements whatsoever, whether express or implied, by statute at common law or otherwise howsoever, relating to the Services, are hereby excluded: in particular (but without limitation to the foregoing), ShowNearby grants no warranties regarding the fitness for purpose, performance, use, quality or merchantability of goods that may be provided hereunder (if applicable), whether express or implied, by statute at common law or otherwise howsoever; & (b) no claim shall be made against ShowNearby in respect of any rejection delay, inaccuracy arising from amendment of the advertisement or the Services or rescheduling of the Broadcasting Date and ShowNearby shall not be subjected to any liability for any costs, expenses or claims, damages or losses to Advertiser or to any third party resulting from any reason or cause howsoever and whatsoever arising under this Agreement (except in the case of personal injury & death resulting from negligence) including but not limited to omission of broadcasting the Advertisement on the Broadcasting Date due to the unavailability of space or otherwise, non-transmission (due to the failure or breakdown of ShowNearby system or otherwise) nor non-receipt of any message through the Services whether the same, shall arise from accident, omission, negligence or any another act of ShowNearby, their employees or agents.

11.2        Subject to Clause 4.1.3, the total liability of ShowNearby for any error, misprint or omission shall not exceed the amount of a full refund of any price paid to it for the particular advertisement in connection with which liability arose.

11.3        The Advertiser hereby irrevocable and unconditionally undertakes to keep ShowNearby fully indemnified against all and any losses, damages (consequential, direct or inderict), liabilities, fines penalties, cost and expenses which may be sustained or incurred or suffered by ShowNearby howsoever arising, whether by itself or with the intervention of other causes, from the broadcasting of the Services or enforcing ShowNearby’s rights under this Agreement.

12           Assignment

12.1        ShowNearby shall be entitled without prior written consent of the Advertiser to assign, transfer, dispose, sub-contract or in any manner make over the benefit and/or burden of this Agreement to an Affiliate or to any company which it may merge with or to any company to which it may transfer its assets and undertaking to, provided that such Affiliate or other company undertakes and agrees in writing to assume, observe and perform the rights and powers and/or duties and obligation of ShowNearby under this Agreement being assigned transferred or otherwise made over.

12.2        This Agreement shall be binding upon the successors and assigns of parties and the name of a party appearing herein shall be deemed to include names of its successors and assigns provided always that nothing shall permit any assignment by either party except as expressly provided.

13           Miscellaneous

13.1        Clauses 10 and 11 shall survive termination of this Agreement.

13.2        ShowNearby shall not be liable to the Advertiser for anything which may constitute a breach of this Agreement due to circumstances beyond its reasonable control including but not limited to acts of God, infectious diseases, epidemic, war (Declared or undeclared), acts of terrorism, acts of governments, hostilities between nations, strikes, boycotts, lockouts, industrial and labour disputes.

13.3        No failure or delay on ShowNearby’s part to exercise any right of remedy under this Agreement will operate as a waiver of such right or remedy. Nor will any single partial exercise of any right and remedy preclude any other or further exercise of such right or remedy or the exercise of any other right or remedy. Any waiver by ShowNearby of its right or remedy of any breach by the Advertiser shall be in writing and may be given subject to such terms and conditions as it deems fit and is effective only for the specific purpose for which it is given.

13.4        Any Notice given by ShowNearby shall be in writing and may be delivered personally, or by ordinary mail or by registered post or by facsimile or by electronic mail to the Advertiser. Notice will be deemed given, 2 days after posting the same by way of ordinary mail to the address of the Advertiser in ShowNearby’s records, or upon written acknowledgement of receipt by an officer or other duly authorised employee, agent or representative of the Advertiser after posting the same by registered post to the Advertiser’s address as aforesaid, in the case of facsimile, deemed given upon the date of transmission and to the facsimile number last notified by the Advertiser and in the case of electronic mail, deemed given after the mail leaves the information system of ShowNearby and recorded in the information system of ShowNearby.

13.5        This Agreement is an entire agreement and supersedes any conditions, warranties, representations express or implied not contained herein. The terms and conditions stated in this agreement are final and conclusive. Should there be any inconsistency between the terms and those subsequently signed, the terms herein will prevail in favour of ShowNearby. If any clause herein shall be found by and Court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect. The parties agree to attempt to substitute any invalid and unenforceable provision with a provision that achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid or unenforceable clauses.

13.6        ShowNearby reserves the right and without notice to impose such further terms and conditions and changes to this Agreement as it may in its discretion deem fit. The Advertiser’s continued use of the Services shall be deemed to be acceptance of the amendment or changes. Notice of amendments or changes to this Agreement shall be deemed given to the Advertiser by posting notice by ordinary mail, registered post, facsimile and electronic mail in the manner set out in clause 14.4 and the Advertiser shall be bound by any amendments or changes to this Agreement from the dates as determined by ShowNearby or if no date is specified, from the date of such posting, date of such transmission by facsimile and date of such sending of electronic mail. The terms and conditions herein are applicable so long as the Services are utilised notwithstanding that no Advertisement Charges are payable for the same.

13.7        This Agreement is governed by the laws of Singapore and the parties agree to submit to the non-exclusive jurisdiction of the Singapore courts. Without prejudice to ShowNearby’s right to serve process in any other manner permitted by law, ShowNearby may effect service on the Advertiser of any writ, summons or other process or documents by leaving it at or sending it by ordinary post to the Advertiser’s last known address. Such process shall be deemed validly served on the Advertiser immediately, if so left, or on the day immediately following the date of dispatch, if sent by post.

13.8        A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act (Chapter 53B) to enforce any of its terms which might otherwise be interpreted to confer such rights to such persons. No consent of any third party is required for any variation or termination of this agreement.

Feel free to contact us if you have business enquiries.
For advertising content guidelines pertaining to the Order Form, please go here.

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