1. ACCEPTANCE OF TERMS
1.1 An Listing may be placed on http://www.commercialguru.com.sg/ (the "Website") pursuant to any Agent Advertising Package http://www.commercialguru.com.sg/agents to which you subscribe for advertising purposes, and pursuant to the creation of a Listing on AgentNet http://agentnet.propertyguru.com.sg/, which shall constitute an irrevocable offer by you to place a Listing on the Website.
1.2 The provisions of any applicable Agent Advertising Package and any other rules, guidelines, or terms as set out in AgentNet, are hereby incorporated by reference and together with the PropertyGuru Pte Ltd Listing Terms & Conditions, shall form the "Listing Terms".
1.3 In the Listing Terms, a "Listing" means a listing placed by you with PropertyGuru Pte Ltd ("PG") on the Website through AgentNet, which the subject of the Listing Terms.
1.4 By advertising on the Website, you agree to be further subject to the Terms of Service http://www.commercialguru.com.sg/customer-service/cg-terms and Privacy Policy http://www.commercialguru.com.sg/customer-service/cg-privacy.
1.5 In the event of any inconsistency between the provisions of the PropertyGuru Pte Ltd Listing Terms & Conditions, and the rules, guidelines, or terms as set out in AgentNet, the provisions of the PropertyGuru Pte Ltd Listing Terms & Conditions shall prevail.
1.6 Each Advertising Package may not be swapped for another prior to the expiry of the term of the Advertising Package.
1.7 You agree that PG may modify the Listing Terms at any time without liability and without notice to you. The modified Listing Terms will be posted on the Website and will come into effect 10 days after such posting. You are advised to check for updates to the Listing Terms regularly, prior to using the services.
1.8 You understand that PG may, at any time, revise the pricing of any of the Agent Advertising Packages. You shall not be subject to the revised pricing if the revision occurs during the term of your existing Advertising Package. The revised pricing shall apply when you subscribe for a new Advertising Package, or when you renew your existing Advertising Package at the expiry of its term.
1.9 You understand that should any unutilized Agent Advertising Package, or part thereof, shall be forfeited at the expiry of the Agent Advertising Package.
2. PLACEMENT OF LISTING
2.1 The acceptance of payment under any Agent Advertising Package shall not be deemed to be an undertaking by PG to accept any Listing. PG reserves the right to approve or reject any Listing at its sole discretion without providing reasons to you. PG retains full discretion to the placement or publication of any Listing.
2.2 You shall be responsible to check and endorse all contents in the Listing and the accuracy and veracity of the same before it is published or repeated. PG is not obliged to accept any requests to correct errors after the Listing is published or repeated and you shall be solely and fully responsible for such errors.
2.3 You understand that PG does not undertake to review the contents of any Listing. The publication of any Listing will not be deemed to constitute an acceptance by PG that such Listing complies with the Listing Terms.
2.4 You represent that you have the right to publish the contents of the Listing without infringing the rights of any third party and without violating any law. In consideration of such publication, you hereby represent and warrant that you have obtained all necessary legal, regulatory and governmental approvals, licenses, consents and permits in relation to any promotional activity, including but not limited to lucky draws, contained in the Listing, if any.
2.5 You represent that you are a licensed estate agent under the Estate Agents Act (Cap. 95A), and that you have complied with all applicable laws, rules and regulations, including but not limited to the Estate Agents Act (Cap. 95A) and the Estate Agents (Estate Agency Work) Regulations 2010 (Cap. 85A, S 644/2010).
2.6 You represent that the contents of your Listing are true, current and accurate, and do not provide any false information or misrepresent any law or fact, or overstate or convey a false impression of any relevant information.
2.7 You agree to comply with the Policy of Acceptable Use http://www.commercialguru.com.sg/customer-service/cg-acceptable-use in the placement of each Listing.
2.8 You hereby grant PG, including its employees, sub-contractors or agents, a non-exclusive and non-transferable license to edit, amend or otherwise correct any materials that you submit to PG for the purposes of the Listing.
2.9 PG reserves the right to remove from the Website any Listing that does not comply with the Listing Terms, or upon request by law enforcement or government agencies, without providing reasons or prior notice to you.
2.10 PG may, from time to time, make available to you content (the "PG Content"), including but not limited to floor plans or images of real property. You understand that PG does not warrant that such content is accurate or suitable for your Listing(s). PG grants to you a non-exclusive right to use the PG Content solely for the purposes of your Listing(s). Such right does not include the right to modify or reproduce the PG Content on another website or medium without the prior written consent of PG.
2.11 You understand that PG may from time to time make changes to the format and layout of the Website without notice to you. This may result in changes to the format or layout of your Listing. However, PG shall not make any changes to the artwork that you have supplied for the Listing, as well as the size of the Listing.
2.12 You may, at any time, withdraw your published Listing. You understand that PG is not liable to refund to you any fees that you have paid for the withdrawn Listing.
3. PAYMENT
3.1 You will pay to PG all fees incurred in connection with the use of PG's services.
3.2 Late payment shall bear interest at an annual rate of 6% above the average prime lending rate of DBS Bank Ltd, or the highest rate permitted by law, from the due date until it is paid in full.
3.3 All fees are exclusive of tax. You shall pay all taxes, duties or levies in respect of the Listings.
4. USE OF INFORMATION
4.1 You grant to PG an irrevocable, non-exclusive, royalty-free, worldwide right to use, copy, modify, adapt and/or manipulate the content of any Listing for purposes including but not limited to public performance or display, or PG's marketing or distribution.
4.2 You understand that PG may use your name for the purposes of PG's marketing or distribution activities.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 PG reserves all intellectual property rights to its consent and services on the Website, including copyright and trade mark rights. All other names, products and marks mentioned on the Website are the intellectual property rights of their respective owners. Nothing in this Agreement shall be construed or deemed as granting or providing to you any right, license, interest or permission to deal with any intellectual property of PG in any way including, without limiting the generality of the foregoing, the right to copy, transfer, publish, store, create derivative works or use the same, and the right to use any of PG's trade marks or trade names in an unauthorised manner.
6. Indemnities AND LIMITATION OF LIABILITY
6.1 You agree, at your own expense, to indemnify, defend and hold harmless PG, and its subsidiaries, affiliates, officers, agents or other partners, and employees, against any claim or demand, including attorneys' fees, made by any third party due to or arising out of:
6.1.1 the publication of the Listing;
6.1.2 the content of the Listing and its publication thereof;
6.1.3 any material, product or service of provided by you, to which users of the Website can link through the Listing (including without limitation, any claim of trademark or copyright infringement, defamation, breach of confidentiality, privacy violation, false or deceptive advertising or sales practices); and/or
6.1.4 your violation of the Listing Terms.
6.2 Any claim of any nature whatsoever by either party against the other party and any action against the other party must be commenced within 2 years after the date on which the cause of action arises, following which the aggrieved party shall have no further claim whatsoever against the other party.
6.3 In no event shall PG's aggregate liability for any claims under or pursuant to the Listing Terms exceed the aggregate fees actually paid by you for the preceding 12 month period at the point in time when the claim(s) is/are made against PG.
7. DISCLAIMERS
7.1 You expressly understand and agree that:
7.1.1 your use of PG's services under the Listing Terms and the PG Content is at your own risk. PG's services are provided on an "as is" basis. PG expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement, other than any warranty the exclusive of which is not in accordance with applicable laws;
7.1.2 PG makes no warranty that:
(a) its services will meet your requirements;
(b) its services will be uninterrupted, timely, secure and error-free;
(c) its services will be accessible at any time or at all times via the channel selected or used by you;
(d) the quality of any services, information or other material purchased or obtained by you through its services will meet your expectations; and
(e) any errors in the services will be corrected; and
7.1.3 no advice or information, whether oral or written, obtained by you from PG or its employees, agents or through or from the services shall create any warranty not expressly stated in the Listing Terms.
8. Use of Personal Information
8.1 You acknowledge that PG may collect your personal information. Such information includes without limitation your name, email address, telephone number and address.
8.2 PG may use your personal information to analyse trends, administer the Website and to gather demographic information about users of the Website.
8.3 PG shall comply with applicable data protection laws (if any) in the collection, use, disclosure and retention of personal information.
8.4 You agree that PG is entitled to use your personal information upon the completion of any transaction on the Website for the purposes including but not limited to publicity of the Services and contacting you for feedback.
9. Termination
9.1 PG may terminate the Listing Terms without prior notice. Cause for such termination shall include without limitation:
9.1.1 you being declared insolvent or bankrupt;
9.1.2 failure to make any payment that is due under the Listing Terms;
9.1.3 request by law enforcement or other government agencies;
9.1.4 failure to comply with the Listing Terms
9.1.5 infringement of intellectual property rights of others;
9.1.6 discontinuance or material modification to the services of the Website or part thereof; or
9.1.7 unexpected technical or security issues or problems.
9.2 You understand that in the event of termination pursuant to Clause 9.1, PG shall be under no obligation to refund you the whole or any part of any fees paid by you in advance. In addition, you are not entitled to any compensation or indemnity, whether for loss of distribution rights, goodwill or otherwise, as a result of the termination of the Listing Terms in accordance with its terms.
9.3 Termination of the Listing Terms shall be without prejudice to any other rights or remedies PG may be entitled to under the Listing Terms, at law or in equity and shall not affect any accrued rights or liabilities nor the coming into or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.
10. General
10.1 In this Agreement, "you" or "your" means the entity entering into the Listing Terms with PG.
10.2 All guidelines and/or terms referenced in the Listing Terms shall be deemed incorporated herein, and together with the Listing Terms, shall constitute the entire agreement between you and PG and govern your use of the services.
10.3 The Listing Terms shall be governed by and construed in accordance with the laws of the Republic of Singapore, and any claims or disputes of whatever nature shall be subject to the exclusive jurisdiction of the courts of the Republic of Singapore.
10.4 The failure of PG to exercise or enforce any right or provision of the Listing Terms shall not constitute a waiver of such right or provision. If any provision of the Listing Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Listing Terms remain in full force and effect.
10.5 Unless otherwise stated herein, all notifications to PG pursuant to the Listing Terms shall be sent via e-Mail to sales@propertyguru.com.sg.