Listings Service Agreement Standard Terms and Conditions

Listings Service Agreement Standard Terms and Conditions

This Terms of Use was last updated on October 16, 2019.


THIS IS A LEGALLY-BINDING AGREEMENT. PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY.

1. Acknowledgement & Acceptance of Agreement

1.1. This Agreement (along with all other applicable terms and
conditions, including, without limitation, the Visa Oshwal Community Terms of Use, the Code of Conduct, which are hereby incorporated by reference in this “Agreement”) is made and entered into by Visa Oshwal Community and the business entity identified by you when registering and accepting this Agreement (the “Advertiser” or “you”) by clicking on an “I Accept” button or similar button or link, where such action is Identified as having the effect of accepting this Agreement. You acknowledge, represent and warrant that you are authorized to enter into this Agreement on behalf of the Advertiser, that your Acceptance of this Agreement has the effect of making the Advertiser a party bound to this Agreement, and that the information submitted by you to Visa Oshwal Community, via online forms or otherwise, is and will continue to be authentic and correct.

1.2. Pursuant to this Agreement, Advertiser submits business Business Listing(s) and/or link to, its web site(s) for inclusion on Visa Oshwal Community App site. The terms and conditions applicable are set forth below.

1.3. Basic inclusion of a website title, description and URL (“Business Listing”) on the VISA OSHWAL COMMUNITY App site is free. Visa Oshwal Community may, in its sole discretion, change the setup at anytime.

1.4. Following submission by Advertiser of a Business Listing submission form, Visa Oshwal Community will review the Business Listing entry containing the information submitted by Advertiser regarding its website, to determine whether Advertiser’s Business Listing entry and applicable web site is eligible for inclusion in VISA OSHWAL COMMUNITY App site. Within a reasonable time from the date the Business Listing submission form is received by VISA OSHWAL COMMUNITY, Visa Oshwal Community will review Advertiser’s Business Listing entry inclusion to determine whether it is eligible for inclusion in VISA OSHWAL COMMUNITY App.

2. Notification of Changes

2.1. Visa Oshwal Community may, at any time in its sole discretion, change the terms of this Agreement. Modifications may include, without limitation, an annual fees charged for the Listing Services. Whenever Visa Oshwal Community changes this Agreement, it will post those changes to its App and will update the ”Last Updated” date at the top of this Agreement. The revised terms will become effective on the date Visa Oshwal Community posts such changes to its App. It is your obligation to check this Agreement regularly to ensure you are updated as to any changes. Without limiting the foregoing, if Visa Oshwal Community determines in its sole discretion that the modification is material, it will notify you electronically via the email address associated with each account. If any modification to this Agreement is not acceptable to you, your only remedy is to notify Visa Oshwal Community of your election not to renew your Agreement, as provided in Section 3 below.

3. Term of Agreement

3.1. Visa Oshwal Community may, at any time in its sole discretion, with or without cause, terminate this Agreement and/or cancel any listings or links submitted under this Agreement.

3.2. Auto-Renewal: Advertiser’s Business Listing will be automatic Unless Advertiser notifies Visa Oshwal Community by sending an email with the words “CANCELLATION” in the subject line to
manager@oshwalnairobi.org

4. Service Fees and Payment Terms

4.1. Advertiser agrees to pay all applicable charges under this Agreement, including any applicable
taxes or charges imposed by any government entity. If Advertiser disputes any charge made under this Agreement, Advertiser must notify Visa Oshwal Community in writing within sixty (60) days after any such charge; failure to so notify Visa Oshwal Community shall result in the waiver by Advertiser of any claim relating to any such disputed charge.

Charges shall be calculated solely based on records maintained by Visa Oshwal Community. No other measurements or statistics of any kind shall be accepted by Visa Oshwal Community or have any effect under this Agreement. All payments made under this Agreement are non-refundable.

4.2. Late Payments: Any charges which are past due by more than thirty(30) days shall bear interest at the rate of one percent (1%) per month or the maximum rate permitted by applicable law, whichever is less, and Advertiser shall reimburse Visa Oshwal Community for any costs and fees (including attorneys” fees) incurred by Visa Oshwal Community in an effort to collect any amount due hereunder.

4.3. Disputes: If Advertiser has any questions or objections regarding charges, it must promptly (within 30 days) notify Visa Oshwal Community in writing (including electronic mail) and make a reasonable and good faith effort to resolve its objection. Such notice must identify the amount in dispute and must provide in reasonable detail the basis for disagreement with any charges. If (a) Advertiser fails to comply with these requirements, or (b) advertiser files a dispute that is not in good faith, Advertiser will be in material breach of this Agreement and Visa Oshwal Community will be entitled to liquidated damages calculated as follows in addition to any equitable remedies available to it. Liquidated damages may include but not be limited to: all fees accrued up to the termination of this Agreement, plus attorney fees and costs, plus late fees on the foregoing at the legal rate of interest. For purposes of this paragraph, disputing payment because of inability to pay or because of Advertiser’s failure to submit a proper notice by the applicable date shall not be considered to be a good faith dispute.

5. Editorial Standards and Requirements

5.1. Advertiser’s Listing entries are written by Advertiser subject to Visa Oshwal Community’s approval. Advertiser agrees to be bound by and follow the Visa Oshwal Community editorial standards. Advertiser’s submissions to the Visa Oshwal Community App site will be subject to Visa Oshwal Community editorial review, modification and/or removal in Visa Oshwal Community sole discretion. Visa Oshwal Community reserves the right, but not the obligation, to review Advertiser submissions.

5.2. ADVERTISER REPRESENTS AND WARRANTS THAT ITS LISTINGS, LINKS AND SUBMISSIONS TO THE VISA OSHWAL COMMUNITY SITE DO NOT, AND WILL NOT INCLUDE CONTENT, OR LINKS TO CONTENT, WHICH MAY RESULT IN A CLAIM AGAINST, OR CIVIL OR CRIMINAL LIABILITY TO, VISA OSHWAL COMMUNITY OR THAT OTHERWISE VIOLATES APPLICABLE LAW OR THE TERMS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CONTENT THAT IS FRAUDULENT, DECEPTIVE, LIBELOUS, DEFAMATORY, OBSCENE, PORNOGRAPHIC, ADULT THEMED, INFRINGING OR THAT VIOLATES THE PRIVACY, PUBLICITY OR ANY OTHER RIGHT(S) OF A THIRD PARTY.

5.3. ADVERTISER HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS VISA OSHWAL COMMUNITY AND ITS AFFILIATES AND PARTNERS, AND ANY OF THEIR RESPECTIVE OFFICE BEARERS, MEMBERS, TRUSTEES, AGENTS, LICENSEES AND EMPLOYEES, FROM AND AGAINST ALL THIRD PARTY CLAIMS, ACTIONS, LIABILITIES LOSSES, EXPENSES, DAMAGES,AND COSTS INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS” FEES (COLLECTIVELY, “LOSSES”) THAT MAY AT ANY TIME BE INCURRED AS A RESULT OF ANY THIRD PARTY CLAIMS, SUITS OR PROCEEDINGS: (A) ARISING OUT OF ANY BREACH BY ADVERTISER OF ANY DUTY, REPRESENTATION OR WARRANTY UNDER THIS AGREEMENT; OR (B) ARISING FROM THE CONTENT OR SUBJECT MATTER OF ANY ADVERTISER LISTING, LINK, SUBMISSION OR CONTENT OF SITES TO WHICH VISITORS CAN LINK THROUGH ADVERTISER’s LINKS OR LISTINGS. VISA OSHWAL COMMUNITY RETAINS COMPLETE EDITORIAL DISCRETION WITH RESPECT TO ALL LISTINGS AND LINKS, INCLUDING, WITHOUT LIMITATION,  REGARDING THE SELECTION, PLACEMENT, KEYWORDS, TITLE, DESCRIPTIONS AND MULTILINKS.

6. Security

6.1. Visa Oshwal Community endeavors to protect the security of Advertiser’s payment information during when receiving information through the Visa Oshwal Community App. It is important for Advertiser to protect against unauthorized access to your password and your computer and phone devices. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your devices, and Advertiser agrees to accept full responsibility for all activities conducted using Advertiser’s account on the Visa Oshwal Community App.

7. Registration Information

7.1. In connection with the Listing program, Advertiser is required to submit registration information. Visa Oshwal Community may use such information to contact Advertiser regarding its listings and links. Visa Oshwal Community may disclose such information to its third party vendors and service providers in connection with conducting its business and providing and maintaining its App, and, in addition, in the good faith belief that such disclosure is reasonably necessary to (a)comply with the law or legal process; (b) enforce this Agreement; or (c)protect the rights or interests of Visa Oshwal Community, its affiliates or related parties. Notwithstanding anything to the contrary herein, Visa Oshwal Community may transfer, sell or assign such information to third parties as a result of a merger, consolidation or combination of Visa Oshwal Community with another entity.

8. License

8.1. Advertiser hereby grants to Visa Oshwal Community a worldwide, unlimited, non-exclusive,
non-transferable, royalty-free license to:

(i)reproduce, distribute, transmit, display, perform, download, cache, store on its servers, and otherwise use Advertiser’s listings and submissions, and any portion thereof, including, without limitation, the trademarks, trade names, service marks and logos set forth therein, or as otherwise specified in writing by Advertiser (collectively the “Advertiser Marks”), for purposes of providing the services covered by this Agreement; and

(ii) incorporate in Visa Oshwal Community App links provided by Advertiser as part of its listings and submissions.

9.  Warranty Disclaimer

9.1. NEITHER VISA OSHWAL COMMUNITY NOR ITS SUPPLIERS OR VENDORS MAKE ANY WARRANTIES (INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT), GUARANTEES, REPRESENTATIONS, PROMISES, STATEMENTS, ESTIMATES, CONDITIONS OR OTHER INDUCEMENTS, EXPRESS, IMPLIED, ORAL, WRITTEN OR OTHERWISE. VISA OSHWAL COMMUNITY OBLIGATIONS UNDER THIS AGREEMENT ARE SUBJECT TO DELAYS CAUSED BY WAR, TERRORISM, ACT OF GOD, EMBARGOES, OR ANY OTHER CIRCUMSTANCES BEYOND VISA OSHWAL COMMUNITY REASONABLE CONTROL. ADVERTISER ACKNOWLEDGES THAT BUSINESS.COM’s SITE IS OPERATED ON AN “AS IS”,“AS AVAILABLE” BASIS, AND THAT NEITHER VISA OSHWAL COMMUNITY NOR ITS SUPPLIERS OR VENDORS MAKES ANY  REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER REGARDING THE PLACEMENT OF LISTINGS OR LINKS OR THE PERFORMANCE OR SECURITY OF ITS WEBSITE OR SERVICES.

10. Limitation of Liability

10.1. IN NO EVENT SHALL VISA OSHWAL COMMUNITY OR ANY OF ITS SUPPLIERS, VENDORS OR AFFILIATES BE LIABLE OR RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST PROFITS OR LOST OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE AND REGARDLESS OF THE CAUSE OF ACTION UPON WHICH ANY SUCH CLAIM IS BASED.

11. Privacy

11.1. In no event shall Advertiser collect, or cause or permit the collection of, any Personal Information (as defined below) from users of Visa Oshwal Community App while such users are browsing or viewing the App, or place any file or code, including cookies, on the personal devises of users of Visa Oshwal Community’s App while such users are browsing or viewing the App. Visa Oshwal  Community’s privacy policies shall apply to users of Visa Oshwal Community App while users are browsing or viewing Visa Oshwal Community’s App, and Advertiser shall comply with same. Visa Oshwal Community shall own all information relating to user access to the Visa Oshwal App, including, but not limited to, all Personal Information, demographics and usage information gathered therefrom. ”Personal Information” includes an individual’s name, address, e-mail address, age, date of birth, or other information, or any other contact or personal information about an individual or from which the personal information about an individual can be derived.

12. Reservation of Rights

12.1. Advertiser agrees that Visa Oshwal Community retains all right, title and interest in and to Visa Oshwal Community’s technology, services and other intellectual property rights. Advertiser agrees that it will not reproduce, distribute, alter, modify, copy, edit, format, create derivative works of or otherwise use any materials, content or technology provided by Visa Oshwal Community, except as explicitly provided herein or approved in advance in writing by the Visa Oshwal Community.

13. Miscellaneous

13.1. Visa Oshwal Community reserves the right, in its sole discretion, to

(i)remove Advertiser’s Listing and/or cancel Advertiser’s account for any reason or no reason;

(ii) change the fees for Listing;

(iii) change the procedures or rules for obtaining or maintaining a Listing;

(iv) alter thecontent or other aspect of any Listing; and

(v) discontinue Listing and/or the Visa Oshwal Community Directory or App.

Any payment of Advertiser’s fee will not guarantee that Advertiser’s listing(s), link(s)and/or account will remain on the Visa Oshwal Community Directory or App if Advertiser or Advertiser’s listing is deemed to be in violation of any term or condition of this Agreement. Upon any termination or expiration of this Agreement, Advertiser shall promptly pay Visa Oshwal Community all or any moneys due hereunder.

13.2. Receipt times of all submissions, notices and other correspondences and transactions via the Visa Oshwal Community App are measured based on receipt by Visa Oshwal Community’s servers. This
Agreement:

(a) shall be governed by and construed in accordance with, the laws of Kenya, without giving effect
to principles of conflicts of law;

(b)constitutes the complete and entire expression of the agreement between the parties with respect to the subject matter hereof; and

(c) shall supersede any and all other agreements, whether written or oral, between the parties, including, without limitation, any print, online and electronic promotional materials. All waivers hereunder by Visa Oshwal Community must be expressly made in writing. Should any provision of this contract be held to be void, invalid, or inoperative, such provision shall be modified to reflect the fullest enforceable intent of the parties, or if such modification is not possible, severed, and the remaining provisions of this contract shall not be affected and shall continue in full force and effect. Any rights or obligations hereunder may not be transferred or assigned by Advertiser without the prior written consent of the Visa Oshwal Community. Visa Oshwal Community may freely assign and delegate the Agreement and any of its rights and obligations hereunder.

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