Last Updated: January 20, 2018
Welcome to CAINVER
Privacy & Security
Information security is important to CAINVER. We have established appropriate physical, electronic and managerial safeguards to protect the information that we collect from or about our users. CAINVER does, however, reserve the right at all times to disclose any information as CAINVER deems necessary to satisfy any applicable law, regulation, legal process or governmental request.
Please click here for more information.
Intellectual Property Rights
The Sites contain valuable trademarks and service marks owned and used by CAINVER, including but not limited to, CAINVER, the CAINVER design logo, and the tag line "a zillion things home" (collectively, the "CAINVER Marks"). Any use of the CAINVER Marks without the prior written permission of CAINVER is strictly prohibited. The arrangement and layout of the Sites, including but not limited to, the CAINVER Marks, images, text, graphics, buttons, screenshots, music, digitally downloadable files, and other content or material (collectively, the "Site Content"), are the sole and exclusive property of CAINVER.
UNAUTHORIZED COPYING, REPRODUCTION, MODIFYING, REPUBLISHING, UPLOADING, DOWNLOADING, POSTING, TRANSMITTING, MAKING DERIVATIVE WORKS OF OR DUPLICATING ALL OR ANY PART OF THE SITES IS PROHIBITED.
CAINVER uses a network of independent product and content suppliers, distributors and other such third parties to supply some of the products and content advertised on the Sites. All other trademarks, service marks, product names, package designs and company names or logos associated with these product and content suppliers, distributors and other such third parties that are not owned by us but appear on the Sites are the property of their respective owners.
For claims of copyright infringement, please see our Copyright Policy.
From time to time, the Sites permit the submission of content, such as comments, blogs and product reviews, generated by you and others users ("User Content").
You are solely responsible for your own User Content and the consequences of posting or publishing it. Any User Content or other material, information or ideas that you submit to or post or publish on the Sites is non-confidential and non-proprietary.
By submitting User Content, you represent and warrant to CAINVER that: (i) your User Content does not violate any copyright, trademark, trade secret, patent or other intellectual property right, any right of privacy or publicity of any third party or any applicable law, rule or regulation, (ii) you own or have the legal right to use and authorize CAINVER to use your User Content, including written consent to use of any product or the name, voice, likeness or any other applicable personal rights of each identifiable person featured or referenced in your User Content and (iii) your User Content does not violate CAINVER's Acceptable Use Policy set forth below.
BY USING #CAINVERATHOME, EACH USER AGREES TO PROVIDE CAINVER WITH AN UNRESTRICTED, IRREVOCABLE, ROYALTY-FREE, PERPETUAL, FULLY PAID-UP, TRANSFERABLE, WORLDWIDE LICENSE TO USE THE UPLOADED IMAGE(S) IN ANY AND ALL MARKETING MATERIALS, ON SPONSOR’S WEBSITES, AND THROUGH ALL SOCIAL MEDIA CHANNELS. EACH USER REPRESENTS AND WARRANTS THAT UPLOADED IMAGES DO NOT INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, COPYRIGHTS AND TRADEMARK RIGHTS.
Acceptable Use Policy
By submitting User Content and otherwise using the Sites, you agree not to: (i) submit any User Content that is protected by or otherwise subject to any third party intellectual property or proprietary rights (including any privacy and publicity rights) unless you own or have permission from the rightful owner of such rights to post such User Content and to grant CAINVER all of the rights granted herein; (ii) upload, post, e-mail or otherwise transmit any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, hateful or racially, ethnically or otherwise objectionable; (iii) use the Sites to harm any person or entity, including CAINVER; (iv) impersonate any person or entity, including but not limited to, a representative of CAINVER, or falsely state or otherwise misrepresent your affiliation with a person or entity; (v) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted to or through the Sites; (vi) upload, post, e-mail or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail or any other form of solicitation; (vii) upload, post, e-mail or otherwise transmit any content that contains computer viruses or other computer code, files or programs that interrupt, destroy or limit the functionality of the Sites or any other computer software or hardware or telecommunications equipment; (viii) intentionally or unintentionally violate any applicable local, state, national or international laws, rules or regulations, including but not limited to those promulgated by the U.S. Federal Trade Commission, U.S. Securities and Exchange Commission; (ix) collect, store or use personal information about other users of the Sites without their consent; (x) use the Sites (including through submission of User Content) to disparage or make unsubstantiated claims about any person, third party or its/their products or services; (y) use any of the Sites in any manner that could overburden or impair any of the Sites or the networks or systems connected to the Sites; and/or (z) use any device, software or instrumentality to interfere with the proper working of the Sites or disobey any requirements, procedures, policies or regulations of networks connected to the Sites.
You also agree that you will not violate or attempt to violate the security of the Sites. Violations of system or network security may result in civil or criminal liability. CAINVER reserves the right to investigate occurrences which may involve such violations and may involve and cooperate with, law enforcement authorities in prosecuting users who have participated in such violations.
The receipt of an order number or an email order confirmation does not constitute the acceptance of an order or a confirmation of an offer to sell. CAINVER reserves the right, without prior notification, to limit the order quantity on any item and/or to refuse service to any customer. Verification of information may be required prior to the acceptance of an order. Prices and availability of products on the Sites are subject to change without notice. Errors will be corrected when discovered and CAINVER reserves the right to revoke any stated offer and to correct any error, inaccuracy, or omission (including after an order has been submitted). Certain orders constitute improper use of the Sites and the CAINVER Rewards Program described below. CAINVER reserves the right, at its sole discretion, to refuse or cancel any order for any reason. Your account may also be restricted or terminated for any reason, at CAINVER's sole discretion. Items purchased pursuant to a quantity discount may be re-priced upon cancellation.
About Our Prices
Where a product listing on our Site references a higher price, typically denoted by a strikethrough (e.g. "
$549"), such higher price represents the retail price suggested by the manufacturer or supplier. In the absence of a price suggested by the manufacturer or supplier, this price represents the highest price at which we offered or sold the product at some point in the past. The "Sale" tag on a product listing on our Site signifies that we are selling the product at a discount from a price in the previous 90 days.
CAINVER Rewards Program
Links to Other Websites
Mobile Devices and Mobile Applications
By opting in, you agree to receive promotional SMS text messages on your mobile device. Your consent is not required as a condition of purchasing any goods or services from CAINVER. By agreeing to receive SMS messages from CAINVER, you certify that you are over 18 years of age and (a) you are the mobile account holder or (b) you have the account holder’s permission to enroll the designated mobile phone number and can incur any mobile message or data charges. You agree that you are solely responsible for all message and data charges that apply to use of your mobile device to access the Sites or use of a mobile application. All such charges are billed by and payable to your mobile service provider. Please contact your participating mobile service provider for pricing plans, participation status and details. You understand that wireless through Wi-Fi or a participating mobile service provider may not be available in all areas at all times and may be affected by product, software, coverage or other service changes made by your mobile service provider or otherwise. Additional terms and conditions may apply to your use of a mobile application, based on the type of mobile device on which you install and use the mobile application.
Communications with CAINVER
For all communications made to or with CAINVER, including but not limited to feedback, questions, comments, suggestions and the like: (i) you will have no right to confidentiality in your communications and CAINVER will have no obligation to protect your communications from disclosure; (ii) CAINVER will be free to reproduce, use, disclose and distribute your communications to others without limitation; and (iii) CAINVER will be free to use any ideas, concepts, know-how, content or techniques contained in your communications for any purpose whatsoever, including, but not limited to, the development, production and marketing of products and services that incorporate such information.
YOU AND CAINVER AGREE TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS ACCESS TO DISCOVERY, ALSO MAY BE UNAVAILABLE OR LIMITED IN ARBITRATION.
You may terminate your account by sending a letter stating your intention to CAINVER Company, No 51/25, 1K National Street, Linh Xuan Ward, HCMC, Vietnam. Att: Service or an email to service@CAINVER.com, with the subject line "Termination Request".
Right to Access
YOU MUST BE AT LEAST AGE 13 TO USE THE SITES. By using the Sites, you affirm that you are over age 13. If you are under age 13, you may not access or use the Sites.
IF YOU ARE A PARENT OR GUARDIAN THAT PROVIDES CONSENT TO YOUR TEENAGER'S REGISTRATION WITH AND USE OF THE SITES, YOU AGREE TO BE BOUND BY THESE TERMS IN RESPECT OF SUCH TEENAGER'S USE OF THE SITES.
CAINVER periodically schedules system downtime for the Sites for maintenance and other purposes. Unplanned system outages also may occur. You agree that CAINVER has no responsibility and is not liable for: (a) the unavailability of any of the Sites; (b) any loss of data, information or materials caused by such system outages; (c) the resultant delay, mis-delivery or non-delivery of data, information or materials caused by such system outages; or (d) any outages caused by any third parties, including without limitation any companies or servers hosting any of the Sites, any Internet service providers or otherwise.
The Sites are operated by CAINVER from its offices in Thu Duc, HCMC, Vietnam.
The Sites are intended for users who reside in the world. CAINVER makes no representations or warranties that the Sites or any materials contained in them are valid, appropriate or available for use outside of the United States. If you access and use the Sites outside the United States, you do so at your own risk and are responsible for compliance with applicable local laws. CAINVER reserves the right to limit the availability of the Sites and/or the provision of any service, program or other product described thereon to any person, geographic area or jurisdiction, at any time and in our sole discretion. Any software on the Sites is subject to United States export controls and may not be downloaded or otherwise exported or re-exported: (a) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria or any other country to which the United States has embargoed goods or which is subject to other applicable U.S. trade sanctions; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using any software from the Sites, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
If you have questions, comments or complaints about these Terms or the Sites, please contact us here.(Please reference "Questions about the Sites").
CAINVER's Copyright Policy
Last Updated: January 20, 2018
This Copyright Policy describes CAINVER's policy of prohibiting any information or materials that violate another party's intellectual property rights from appearing on www.CAINVER.com, www.CAINVER.net, www.CAINVER.vn, www.CAINVERSupply.com, and their related domains (collectively, the "Site").
The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for a copyright owner who believes that material appearing on the Internet infringes his, her or its rights under U.S. copyright law. CAINVER complies with the DMCA by responding to notices and counter-notices that meet the then-current DMCA requirements. Please visit http://www.copyright.gov/ for details about current DMCA requirements.
Notification of Alleged Copyright Infringement
If you believe in good faith that material appearing on the Site infringes your copyright, you (or your agent) may send CAINVER a written notification pursuant to the DMCA (a "DMCA Notice"). Your DMCA Notice should be sent to our Copyright Agent (identified below), contain all of the information listed below (and as further set forth in 17 U.S.C. § 512(c)(3)) and request that the material be removed or that access to it be blocked. Your DMCA Notice must contain:
1. Identification in sufficient detail of the copyrighted work that you claim has been infringed. If multiple copyrighted works on the Site are covered by a single notification, you may provide a representative list of such works on the Site; however, the representative list must still contain sufficient detail of the copyrighted works so that we can identify them;
2. Identification of the URL or other specific location on the Site that contains the material that you claim to be infringing your copyright. You must provide us with reasonably sufficient information to enable us to locate the alleged infringing material and comply with your request to remove or deny access to the material;
3. Your name, address, telephone number and email address (if available);
4. The electronic or physical signature of the owner of the copyright or a person authorized to act on the copyright owner's behalf;
5. A statement that you have a good faith belief that use of the material on the Site as you have described in the DMCA Notice is not authorized by the copyright owner or its agent or the law; and
6. A statement that you swear under penalty of perjury that the information contained in your notification is accurate and that you are the copyright owner or that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
You must submit any notification of an alleged copyright infringement to CAINVER's Copyright Agent by mail or email as set forth below:
CAINVER Copyright Agent
No 51/25, 1K National Street, HCMC, Vietnam
Email: Email Us. (Please reference "CAINVER DMCA Notice")
If you fail to comply with all of the above requirements, your DMCA Notice will not be valid. Please note that you may be liable for damages, including court costs and attorneys' fees, if you materially misrepresent that materials on the Site are infringing a copyright.
If you believe in good faith that your own copyrighted material has been removed from the Site as a result of mistake or misidentification, you may submit a written counter notification letter to CAINVER's Copyright Agent pursuant to Sections 512(g)(2) and (3) of the DMCA. To be an effective counter notification under the DMCA, your written correspondence must include substantially the following:
1. Identification of the material that has been removed or disabled and the location at which the material appeared before it was removed or disabled;
2. A statement that you consent to the jurisdiction of the Federal District Court in which your address is located or in Thu Duc, HCMC if your address is outside the United States;
3. A statement that you will accept service of process from the party that filed the notification of alleged copyright infringement or the party's agent;
4. Your name, address and telephone number;
5. A statement that you swear under penalty of perjury that you have a good faith belief that the material in question was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled, or that the material identified by the complaining party has been removed or disabled at the URL or web location and will no longer be shown or accessible; and
6. Your physical or electronic signature.
You may submit your counter notification to CAINVER's Copyright Agent by mail or email as set forth below:
CAINVER Copyright Agent
No 51/25, 1K National Street, HCMC, Vietnam
Email: Email Us. (Please reference "CAINVER DMCA Notice")
Upon receipt of a counter notice, CAINVER's Copyright Agent may send a copy of it to the original complaining party informing that party that CAINVER may replace the removed content or cease disabling it. Unless the copyright owner files an action seeking a court order against CAINVER, the removed content may be replaced or access to it restored by CAINVER.
You acknowledge that if you fail to comply with all of the above requirements, your DMCA counter notification will not be valid. Please note that if you materially misrepresent that the disabled or removed content was removed by mistake or misidentification, you may be liable for damages, including costs and attorneys' fees.
Condition of Marketing Media Solution:
In this contract, the following words and expressions shall, unless the context otherwise requires, have the following respective meanings:
“Advertisement” means Magazine Advertisements, Online Advertisements, and/or advertisements in CD-ROM versions of the same, as the case maybe.
“Advertiser” means the party named on the front page of this contract next to the word “Advertiser”.
“Effective Date” means the date of execution of this contract.
“Event” means online tradeshow, event, conference and/or seminar in the Publisher’s websites.
“Magazines” mean those magazines published or produced by Publisher (and/or its affiliates) which are indicated on the front page of this contract.
“Materials” include any and all text, images, graphics, illustrations, designs, information, representations, sketches, maps, trademarks, trade names, brand names, logos, labels, software, names of persons, voices, sounds, and still or moving images.
“Online Advertisements” mean any and all online advertisements or online sponsorships in any Online Publication and/or Online Service.
“Online Publications” mean those online publications published, produced and/or generated by the Publisher (and/or its affiliates) which are indicated on the front page of this contract.
“Online Services” mean those additional online packages offered by the Publisher (and/or its affiliates) in respect of Event, advertising or sponsorship in the Publisher’s (and/or its affiliates) websites (other than those included in the Publisher’s and/or its affiliates’ standard sponsorship categories), which are indicated on the front page of this contract.
“Posting” in relation to any Material means inputting, uploading, inserting, placing, putting or transmitting such Material so that it is available online; and any other tenses, variations or derivatives of “posting” (such as “post” or “posted”), shall be construed accordingly.
“Magazine Advertisements” mean any and all advertising insertions in any Magazine.
“Publisher” means CAINVER CO., LTD.
2. Advertising Rates and Publisher’s Fees & Charges
The current applicable advertising rates for Advertisements hereunder, as set out on the front page of this contract, are based on Publisher’s current advertising rate schedule in effect at contract signing, and are exclusive of any taxes, such as but not limited to any value-added tax or goods and services tax. Such taxes (if any) shall be borne by the Advertiser. Publisher’s advertising rate schedule is subject to change from time to time without prior notice by Publisher.
The usual categories of Publisher’s fees and charges are advertising rates, production charges, service/handling charges, model fees, photo charges, special artwork service fees, special multimedia fees, special programming fees and Cancellation Fees. Publisher declares, with the full understanding and agreement of the Advertiser that fees and charges related to these categories of advertising billings are fixed and cannot be negotiated with Publisher’s account executives that have no authority to make any commitment relating to such fees and charges on behalf of Publisher with the Advertiser, either verbally or in written form. The Advertiser is advised to consult directly with the management of Publisher or its authorized representative, on matters specifically related to such fees and charges.
The Advertiser acknowledges that any credits or other special offers noted in Publisher’s rate cards are valid only for the corresponding volume/month and may not be carried forward.
3. Artwork and Production Services
The Advertiser may submit its own advertising Materials for the Advertisements hereunder or may use the Publisher’s production services, which shall be charged separately at Publisher’s applicable rates. No allowance, credit or discount shall be granted to the Advertiser for any photographs, film, video or audio tapes, diskettes, electronic content, plates, graphics, illustrations and/or any other Materials furnished by the Advertiser for such Advertisements.
The deadline for submission of advertising Materials shall be as set by the Publisher. Deadlines for full-color layouts, video, audio and electronic content, other than still images, illustrations and text, shall be fifteen (15) days earlier than the submission deadline. If the Advertiser wishes to submit new advertising materials, it must do so by the applicable deadlines, otherwise, the Advertiser agrees that its Advertisement shall be repeated in its previous form.
5. Additional Production Costs
The layout of Magazine Advertisements may be changed every third (3rd) issue at no extra production cost (except as stated in Clause 14). When a Magazine Advertisement runs for less than three (3) consecutive issues, then an extra fifteen per cent (15%) of the monthly advertising rate charges (excluding special position premiums) shall be levied on and paid by the Advertiser as a service or handling fee to cover the additional production costs.
If the Advertiser has contracted for Online Advertisements, the Advertiser may vary the content of an Online Advertisement within the applicable contract period, provided that each online Advertisement runs for a minimum period of six (6) consecutive months.
7. Contract Validity
This contract is valid only when it is duly signed by the authorized representatives of Publisher and the Advertiser (and witnessed by the appropriate executive concerned). However, when an Advertisement cannot be published or posted as scheduled for any reason caused by the Advertiser, this contract may be terminated at the sole discretion of Publisher, and “Cancellation Fees” shall be levied in accordance with Clause 16.
8. Approval & Cancellation by Publisher
Any and all materials provided by the Advertiser shall be subject to Publisher’s approval and must be in accordance with Publisher’s advertising layout and other applicable guidelines. Such guidelines are available to the Advertiser on request.
The layout and positioning of all Advertisements are subject to the complete discretion of the Publisher, except in the case of contracted special positions.
Publisher further reserves the right to refuse to publish or post any Advertisement, or to unilaterally cancel or terminate this contract or any part of it and/or cancel, terminate or remove any space reservation, position commitment, directory listing, insertion, posting or Advertisement, whatsoever at any time without providing any reason therefor.
Publisher shall publish or post an Advertisement only when all relevant materials have been received by it and the Advertisement has been approved by it. Without prejudice to the generality of the foregoing and of Clause 8above, Publisher shall be entitled to cancel or terminate this contract or any part of it and/or cancel, terminate or remove any space reservation, position commitment, directory listing, insertion, posting or Advertisement whatsoever at any time without giving any notice, if any amount or payment due from the Advertiser is not received by Publisher.
For Online Advertisements, the Advertiser may be notified by e-mail or fax when the Online Advertisement has been posted. The Advertiser is encouraged to visit the relevant web page to verify such posting. No other proof of posting or any other provision of service hereunder shall be offered. The Advertiser agrees to the posting of each Online Advertisement for a minimum period of six (6) consecutive months, once such Online Advertisement has been posted.
Publisher’s liability to the Advertiser in respect of any claim under this contract or for negligence or willful default shall be limited to the charges for the Advertisement or services in question. In all circumstances, Publisher assumes no liability for any decision to reject, omit or remove any Advertisement or Material, and assumes no liability for errors or omissions made in any text, image, video, audio, layout, color, placement, inquiry code, product number, category, description, index or any other contents whatsoever of, in or in relation to the Advertisement, the Material or any of Publisher’s (and/or its affiliates) Magazines, Online Publications, Online Services or CD-ROMs. Though reasonable care shall be taken, Publisher accepts no responsibility or liability for damage to or loss of photographs, transparencies, video tapes, audio tapes, diskettes, cartridges, magnetic tapes, electronic content, text, images, graphics, illustrations or any Materials whatsoever submitted for the Advertisement.
Publisher shall not be liable for any consequential, indirect, incidental, secondary, special, punitive and/or exemplary damages or losses whatsoever, including but not limited to any loss of use, business, data, revenue or profits or any financial or economic loss.
The Advertiser (and the advertising agency, if any, acting as agent for the Advertiser) represents, warrants and covenants that (i) the Advertiser has (and shall at all times during the term of this contract have) the right to advertise, reproduce, display, publish, post and use (and to cause to be advertised, reproduced, displayed, published, posted and used) the Advertisement and the Materials supplied by the Advertiser; and (ii) the Advertisement and the Materials supplied by the Advertiser, and the advertisement, reproduction, display, publishing, posting and use thereof, do not (and at all times during the term of this contract shall not) violate or infringe any intellectual property rights (including but not limited to copyright, design rights, patents and trademarks) or any other rights of any third party.
The Advertiser (and the advertising agency, if any, acting as agent for the advertiser) shall indemnify, defend and hold harmless Publisher, Publisher’s affiliates and their respective officers, directors, employees, agents, principals, subcontractors, licensors, licensees, representatives, customers/clients and end users from and against any and all claims, liabilities, losses, damages, suits, actions, proceedings, judgments, costs and/or expenses (including legal fees and expenses on a full indemnity basis), arising out of or resulting from or in connection with: (a) any of the representations and/or warranties hereunder by the Advertiser (or the advertising agency, if any, acting as agent for the Advertiser) being, proving to have been, or becoming incorrect or untrue, or any breach by the Advertiser (or the advertising agency, if any, acting as agent for the Advertiser) of any of its obligations hereunder; and/or (b) any assertion that all or any part of the Advertisement and/or the Materials supplied by the Advertiser, or the advertisement, reproduction, display, publishing, posting or use thereof, infringes any intellectual property, proprietary, legal and/or equitable rights of a third party; and/or (c) any libel, slander, defamation, fraud, misrepresentation or any other tort attributable to the Advertiser, the Advertisement and/or the Materials supplied by the Advertiser; and/or (d) any inaccuracies, errors, omissions, false or misleading representations, and/or misrepresentations in or in relation to the Advertisement and/or the Materials; and/or (e) any violation by the Advertiser (or the advertising agency, if any, acting as agent for the advertiser) of any applicable laws or regulations.
In the case of Magazine Advertisements, rough layouts and/or copies shall be provided only if all information and Materials are supplied by the Advertiser to Publisher’s production department by the appropriate deadlines. Roughs are meant to give the Advertiser an indication only of the general look of the Magazine Advertisement. Publisher does not guarantee that the final reproduction shall be in the same form as the rough. The responsibility for checking the Magazine Advertisement and all relevant details thereof lies with the Advertiser.
14. Production/Film Charges for Magazine Advertisements
In the case of Magazine Advertisements, color separation shall be made without charge, provided there are no more than four (4) color components (transparencies, photos, slides, etc.) for a full tab page Magazine Advertisement and two (2) color components for a half tab page Magazine Advertisement. No more than two (2) background and logo deletions per full tab page Magazine Advertisement, and no more than one (1) logo deletion per half tab page Magazine Advertisement, maybe made. Should the color components or the background and logo deletions in the Magazine Advertisement exceed the numbers stated above, the Advertiser shall pay Publisher extra charges for the additional color components or the additional background and logo deletions. Any special color requested by the Advertiser shall require the prior approval of Publisher, and shall be subject to additional charges. If the Advertiser wishes Publisher to provide photographing services for its Magazine Advertisements, charges for these services shall be paid by the Advertiser in addition to the advertising rates.
15. Cancellation by Advertiser
Contracts for Online Advertisements hereunder may be cancelled by the Advertiser on receipt by Publisher of written instructions at least forty-five (45) days before the effective date of cancellation or as stated otherwise on the advertising rate schedule, provided that each
Online Advertisement has run for a minimum period of six (6) consecutive months. Cancellation Fees shall be payable by the Advertiser for any such cancellation.
Contracts for Magazine Advertisements may be cancelled by the Advertiser on receipt by Publisher of written instructions at least forty-five (45) days before the usual publication date of the month of the relevant volume or as stated otherwise on the advertising rate schedule. Cancellation Fees shall be payable by the Advertiser for any such cancellation.
In the event of any conflict or inconsistency between the provisions of this Clause 15and the provisions of the advertising rate schedule, the provisions of the advertising rate schedule shall prevail.
16. Cancellation Fees
On early termination of this contract for any reason, including but not limited to, the Advertiser’s failure to pay any amounts hereunder when due or the Advertiser’s failure to comply with any provision of this contract, the Advertiser shall pay a Cancellation Fee equal to fifteen per cent (15%) of the “Total Monthly Payment” specified on the front page of this contract, multiplied by the number of months of insertions or postings which have been completed, plus an adjustment for early cancellation. Publisher’s calculation of the Cancellation Fee and the adjustment for early cancellation shall, save for any manifest error, be final, binding and conclusive as against the Advertiser.
Payments by the Advertiser in respect of Advertisements hereunder shall be made in advance and shall be due and payable to Publisher or its authorized representative on the dates indicated in Publisher’s respective invoices, based on the payment schedule indicated on the front page of this contract. Publisher shall not be obliged to publish or post any Advertisement hereunder unless all amounts payable by the Advertiser have actually been received by Publisher full by the due dates thereof.
All payments by the Advertiser shall be made in the stipulated currency set out on the front page of this contract, and shall be made without any set-off, counterclaim, deduction or withholding whatsoever. If the advertiser is required by applicable law to deduct or withhold any amount from any payment hereunder, the Advertiser shall pay to Publisher such additional amounts as are necessary to ensure that the net amount actually received by Publisher shall be equal to the full amount that Publisher would have received had no such deduction or withholding been required.
For payments made by checks, checks should be crossed and made payable to “CAINVER CO., Ltd” or the authorized representative of the Publisher.
18. Legal Expenses
The Advertiser shall on demand by Publisher indemnify Publisher for any and all legal costs and expenses (on a full indemnity basis) that may be incurred by Publisher relating to, resulting from or arising in connection with any breach by the Advertiser of any provision of this contract, the recovery by Publisher of all overdue billings or charges, or the protection, enforcement or exercise by Publisher of its rights and remedies under this contract.
20. Unsuitable Materials
Without prejudice to the generality of Clauses 7, 8,and 9above, Publisher shall be entitled not to publish or post any Advertisement or Material that is deemed by it in its absolute discretion to be unlawful, obscene, pornographic, immoral, offensive, in poor taste, against public policy, disparaging of Publisher or any other party or their products or services, or which purpose or effect would be to encourage unlawful, immoral or inappropriate activities or behavior, or which infringes, or is likely or alleged to infringe, any intellectual property or other rights.
21. Advertising Agencies
Advertising rate schedules associated with this contract do not include commissions or fees for advertising agencies unless specifically noted. The Advertiser is responsible for all fees and a charge related to its appointment of an advertising agency, and is responsible for all commitments of the advertising agency undertaken on behalf of the Advertiser, including but not limited to, the payment of advertising billings by an advertising agency. In the event of default or non-payment of advertising billings by an advertising agency, the Advertiser shall be held liable for the advertising billings. Publisher has the right to hold the Advertiser and/or its advertising agency jointly and severally liable for all advertising billings under this contract.
22. Rights to Advertising Materials and Related Information
The Advertiser acknowledges and agrees that the Publisher shall have the sole and exclusive right to photo shooting, filming, sound or video recording, telecasting and broadcasting the Event, Advertisement and the production process in relation thereto and all such photos, films, videos, recordings and broadcastings (“Recordings”) shall be and remain the property of the Publisher. Publisher shall have the sole right and absolute discretion to reproduce, publish, share, broadcast and transfer the Recordings in such manner as it deems fit. The Advertiser further acknowledges that all advertising Materials prepared by Publisher shall be and remain the property of Publisher and may not be used by the Advertiser for any purpose other than as contemplated in this contract or reproduced by the Advertiser, without the prior written permission of Publisher. Publisher shall have the right to display Advertiser information and/or credit reports compiled and prepared by professional 3rd party companies online at any time during the term of this contract, but is under no obligation to do so. Specific Terms and Conditions relating to the Event
23. Cancellation of or changes to an Event
The Publisher reserves the right to cancel, alter in character or reduce in scale an Event, or to change the name of an Event, or to split an Event into one or more events, or to combine, merge or co-locate an Event with one or more other events, or to shorten or extend an Event period, or to reschedule an Event, at any time:
(a) If, in the sole and absolute opinion of the Publisher, it is necessary, appropriate or desirable to do so due to any Force Majeure; or (b) For any other reason whatsoever.
In the event of any such cancellation, alteration in character or reduction in scale of an Event, or any such shortening of an Event period, or any rescheduling of an Event, the Publisher, in its sole and absolute discretion, may (but shall not be obliged to) either (i) refund to the Advertiser (without interest), or (ii) transfer to a deferred Event, or (iii) credit to the Advertiser for use in connection with another trade show event managed by the Publisher, such portion of any payment(s) already made by the Advertiser in respect of the affected Event as the Publisher, in its sole and absolute discretion, deems to be fair, reasonable and appropriate in the circumstances.
24. Cancellation or breach by the Advertiser
The Advertiser shall not be entitled to terminate this contract with respect to any Event and/or cancel the advertising and/or sponsorship contracted for the Event hereunder, except by notice in writing on its company letterhead to the Publisher (in which event, the provisions of the next paragraph shall be applicable).
In the event of any termination, cancellation or breach of this contract by the Advertiser:
(a) Any deposit already paid to the Publisher by the Advertiser shall be absolutely forfeited by the Publisher; and (b) The Advertiser shall compensate the Publisher for all losses and damages resulting from such termination, cancellation or breach. (For this purpose, the Publisher shall be entitled to recover from the Advertiser a sum equal to all advance payments already made by the Advertiser as and by way of liquidated damages (and not as a penalty) and shall be entitled to set off such liquidated damages against the advance payments already made by the Advertiser. The Advertiser agrees and acknowledges that the aforesaid amount of liquidated damages represents a reasonable and genuine pre-estimate of the losses and damages which the Publisher would suffer in the event of such termination, cancellation or breach.)
25. Force Majeure
Publisher shall not be liable for any breach, failure of performance or delay (whether in respect of including or posting Advertisements or otherwise) due to causes beyond its reasonable control, including but not limited to any act of God; strikes, lockouts, work stoppages or labor disputes, troubles or difficulties; labor shortage or work slow-down; fire, flood, explosion, earthquake, storm or disaster; vandalism; equipment or technical malfunctions or failures; power outage, shortage, surge or failure; cable cut, bandwidth shortage or other similar occurrence; server crashes and/or back-up failures; serious accidents; epidemics or quarantine restrictions; any law, order, regulation, direction, action or request of any government (including state and local governments) or of any civil or military authority, or of any dependent agency, commission, court, bureau, corporation or other instrumentality thereof; embargo; allocation regulations or orders affecting materials and/or the supply thereof; national emergencies, insurrections, riots, civil commotion, war or warlike operations; delays or interruptions in transportation; supplier failures, shortages, breaches or delays; shortage of materials; inability after due and timely diligence to procure materials, accessories, equipment or parts; or any conditions beyond the reasonable control of Publisher affecting production or delivery in any manner.
26. Entire Agreement; Conflicting Terms
This contract constitutes the entire agreement between the parties with respect to the subject matter hereof. No conditions, printed or otherwise appearing on contracts, orders or copy instructions which conflict with the conditions stated herein shall be binding on Publisher or take precedence over the terms and conditions herein.
If any provision of this contract is or becomes illegal, invalid or unenforceable (“Affected Provision“), such Affected Provision shall, to the maximum extent possible, be modified and/or replaced by an equivalent legal, valid and enforceable provision, in a manner which accords with or which gives effect to, as closely as possible, the original intent of the Affected Provision. If, however, such modification or replacement is not permissible, then the Affected Provision shall be deemed to be severed from this contract. The illegality, invalidity or unenforceability of the affected provision (or the modification, replacement or severance thereof) shall not in any way affect the legality, validity or enforceability of the other provisions of this contract, which shall remain in full force and effect.
28. Term & Termination
(a) This contract shall commence on the Effective Date.
(b) (i) The Event and posting of an Online Advertisement hereunder shall commence on the “Start Date” indicated on the front page of this contract, and (unless terminated earlier in accordance with the provisions of this contract) shall expire at the end of the period indicated on the front page of this contract. (ii) In the case of a Magazine Advertisement, the term of this contract in relation to such Magazine Advertisement shall commence with the “Start Issue” indicated on the front page of this contract, and (unless terminated earlier in accordance with the provisions of this contract) shall expire at the end of the period indicated on the front page of this contract. If any insertions are not placed before the relevant expiry or termination date (“Balance Insertions”), as a result of the Advertiser’s non-compliance with or breach of any of the provisions of this contract, or as a result of any act, omission or fault of the Advertiser, or for any reason caused by or attributable to the Advertiser, then Publisher shall be under no further obligation to place such Balance Insertions and the Advertiser shall not be entitled to any credit or refund what-so ever in respect thereof. (c) The term of this contract as a whole shall (unless terminated earlier in accordance with the provisions of this contract) expire upon the expiry of the period of the Event and/or posting of the Online Advertisements hereunder (in accordance with Clause 28(b)(i) above)or upon the expiry of the term in relation to Magazine Advertisements (in accordance with Clause 28(b)(ii) above), whichever is the last to occur.(d) This contract may be terminated immediately at any time by Publisher: (i) In accordance with Clause 7, 8, or 9of this contract; or (ii) If any of the representations and/or warranties by the Advertiser (or the advertising agency, if any, acting as agent for the Advertiser) under Clause 11above is, proves to have been, or becomes incorrect or untrue, or if the Advertiser (or the advertising agency, if any, acting as agent for the Advertiser) breaches any of its covenants under Clause 11above; or (iii) If the Advertiser (or the advertising agency, if any, acting as agent for the Advertiser) breaches any of its material obligations under this contract; or (iv) If the Advertiser is or is deemed by law to be insolvent, or is unable to or admits its inability to pay its debts as they fall due; or (v) If the Advertiser is or its assets are subject to any voluntary or involuntary insolvency, bankruptcy, liquidation, winding-up, dissolution, receivership, judicial administration or management, custodianship, execution or other similar proceedings. Any such termination by Publisher shall be without prejudice to any accrued rights or remedies which Publisher may have against the Advertiser; any rights or remedies which Publisher may have in respect of any accrued liabilities or obligations of, or any antecedent breaches by, the Advertiser; and any other rights or remedies whatsoever which Publisher may have against the Advertiser. (vi) The Advertiser conducts any activity which, in the sole and absolute opinion of the Publisher, constitutes deception, misrepresentation or fraud. (vii) Clauses 7, 10, 12, 15, 16, 17, 18, 21, 22, 28and 29, and any other provisions which by their nature are intended to survive the expiry or termination of this contract, shall survive the expiry or termination of this contract.
29. Governing Law and Jurisdiction
This contract shall be construed in accordance with and governed by the laws of Singapore. The Advertiser hereby submits to the nonexclusive jurisdiction of the courts of Singapore and/or such other courts of competent jurisdiction as Publisher may in its absolute discretion deem fit.
30. Unsolicited Communications and Other Inappropriate Activities
30.1 For the purposes hereof:
(a) "Communication" means any communication in any form or medium whatsoever (including but not limited to any e-mail or facsimile communication); (b) "Our Reference" means any of (or any reference to any of) our company names, brand names, logos, trade/service marks, domain names, URLs or IP addresses, or any confusingly similar derivative or variant thereof, or any e-mail address containing any of the foregoing (whether in whole or in part);
(c) "Our Systems" means any of our e-mail, computer, internet, website, communication or other services, software, hardware, systems or tools;
(d) "We", "us" or "our" refers to Publisher and/or its affiliates, and/or their respective principals, agents, representatives, contractors, licensors and/or licensees, as the case may be; and (e) "You" or "your" refers to Advertiser.
30.2 You represent, warrant and covenant that you shall not (and shall not cause or permit any other person or entity to): (a) send any Communication, which uses, contains or includes any of Our References, or which is transmitted from, to or through any of Our Systems, if such Communication (or any content thereof or any file attachment thereto) or the sending thereof: (i) is contrary to the recipient's prior instruction or request not to have such Communication sent to it, or has been objected to by the recipient, or had previously been solicited, requested or consented to by the recipient but such solicitation, request or consent is no longer valid or applicable or has been revoked; or (ii) Would (or would be likely to) violate or infringe any law or regulation, any industry code of conduct or best practice standards, or any right of the recipient or any other person or entity; or (iii) Contains or involves the transmission or propagation of any virus, Trojan, worm or other damaging, deleterious, interfering or malicious computer software, program or code; or (b) Use any of Our Systems other than in accordance with, or in any manner which breaches (or is likely to breach), any applicable terms, conditions, guidelines, instructions, directives, notices, standards and/or policies (including acceptable use policies), that are determined, specified, issued or promulgated by us from time to time; or (c) Conduct any interception, hacking, scraping, denial of service or other damaging, deleterious, interfering or malicious attacks or activities from, to or through any of Our Systems. (d) Violate or refuse to fulfill your obligations under this contract or the contract with other party, or commit fraudulent activity,
30.3 In the event of any breach of any of your representations, warranties or covenants under Clause 30.2 above: (a) We shall be entitled to: (i) Suspend or terminate this contract and/or any other contract(s) you may have with us and/or any e-mail account(s) issued or provided by us to you, immediately, with or without any notice, and without being required to refund any fees or charges already paid by you, whether in whole or in part; and/or (ii) Take any such action as we may in our sole and absolute discretion deem fit, including but not limited to: co-operating with government, regulatory or law enforcement authorities, and/or internet service providers or anti-spam organizations, and/or any claimants or complainants, in or in connection with their investigations, actions and/or proceedings (for which purpose, or in relation to which, we shall be entitled to disclose any relevant information pertaining to you, this contract, any e-mail account(s) or other contract(s) you may have with us, and/or your activities); and
(b) You shall indemnify, defend and hold harmless us and our directors, officers, employees, clients and end-users, from and against any and all claims, liabilities, damages, losses, suits, actions, proceedings, judgments, fines, penalties, costs and/or expenses (including legal fees and expenses on a full indemnity basis) arising from or in connection with such breach.