2.1 Copyright (c) 2016 Worldbay. 2.2 Subject to the express provisions of these terms and conditions: (a) we own and control all the copyright and other intellectual property rights in our website and the material on our website, and (b) all the copyright and other intellectual property rights in our website and the material on our website are reserved.
3.1 You may: (a) view pages from our website in a web browser, (b) download pages from our website for caching in a web browser, (c) print pages from our website, (d) streaming and downloading video files from our website, and (e) use our website services by means of a web browser, subject to the other provisions of these terms and conditions for your Services. 3.2 Except as expressly agreed and permitted by Section 3.1 or the other provisions of these terms and conditions, you must not download any template or material from our website or save any such confidential information to your computer. 3.3 You may only use our website for your own personal and business purposes, and you must not use our website for any other purposes, like abusive and non-professional photos and Videos. 3.4 Except as agreed by these terms and conditions, you must not edit or in any other ways modify any material on and from our website. 3.5 Unless you own or control the relevant rights in the material, you must not: (a) republish material from our website in any form to other website, (b) show any material from our website in public like the dashboard, (c) exploit material from our website for a commercial purpose, or (d) redistribute material from our website. 3.6 Notwithstanding Section 3.5, you may redistribute our newsletters in print and electronic form to any person. 3.7 We reserve the right to restrict your access to areas of our website, or indeed in our whole website, at our discretion, you must not breach, pirate or bypass, or attempt to divert the proper use rule and any access restriction measures on our website.
5.1 You must not: (a) use our website to copy, store, host, transmit, send, use, publish or distribute any material which consists of or is linked to any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software. Member and Non Member should not use our website in any way that is in connection with any unlawful, illegal, fraudulent or harmful purpose or activity. (b) use our website in any way or take any action that causes, or may cause, damage to the website or impairment of the performance, availability or accessibility of the website, (c) access or otherwise interact with our website using any robot, spider or other automated means, (d) use data collected from our website for any direct marketing activity including without limitation email marketing, SMS marketing, telemarketing and direct mailing. 5.2 You must ensure that all the information you supply to us through our website, or in relation to our website, is True, Accurate, Current, Complete, Copywrite and Non-Misleading.
7.1 Upon registration of an account with our website, we will provide you with / you will be asked to choose a user ID and password. 7.2 Your user ID must not be liable to mislead and must comply with the content rules set out. 7.3 You must keep your password private and confidential. 7.4 You must notify us in writing or contact the Support Team immediately if you become aware of any disclosure of your password. 7.5 You are responsible for any activity on our website arising out of any failure to keep your password confidential, and may be held liable for any losses arising out of such a failure.
8.1 We may: (a) suspend your account, (b) cancel your account, and/or (c) edit your account details, at any time in our sole discretion without notice or explanation. 8.2 If Unpaid services or Advertising, we may (a) suspend your account, and/or (b) cancel or terminate your account, at any time in our sole discretion without notice or explanation. 8.3 You may cancel your account on our website using your account control panel on the website.
9.1 You warrant and represent that your content will comply with these terms and conditions. 9.2 Your content must not be illegal or unlawful, must not infringe any other person's legal and personal rights. 9.3 Your content, and the use of your content by us in accordance with these terms and conditions, must not: (a) be libelous or maliciously in any form, (b) be obscene or indecent, (c) infringe any Copyright, Moral right, Database/Scripts right, Trade mark right, designing right, or other Intellectual Property Right in respect to Data Protection Act. (d) constitute negligent advice or contain any negligent statement, crime , incitement for crime and criminal activities. (e) be in contempt of any court, or in breach of any court order, (f) be in breach of racial, religious incitement, discrimination purpose, blasphemous and in any form of incitement to provoke. (g) be pornographic, suggestive or sexually explicits, (h) be untrue, false, inaccurate or misleading, (i) constitute spam, (j) be offensive, deceptive, fraudulent, threatening, abusive, harassing, anti-social, menacing, hateful or discriminatory,
10.1 We do not warrant or represent: (a) the completeness or accuracy of the information published on our website, (b) that the material on the website is up to date, or (c) that the website or any service on the website will remain available. 10.2 We reserve the right to discontinue or alter any or all of our website services, and to stop publishing our website, at any time in our sole discretion without notice or explanation, you will not be entitled to any compensation or other payment upon the discontinuance or alteration of any website services, or if we stop publishing the website.
11.1 Nothing in these terms and conditions will: (a) exclude any liabilities that may not be excluded under applicable law, (b) limit any liabilities in any way that is not permitted under applicable law, (c) limit or exclude any liability for fraud or fraudulent misrepresentation, or (d) limit or exclude any liability for death or personal injury resulting from negligence. 11.2 The limits and all exclusions of liability set out in this Section 11 and elsewhere in these terms and conditions: (a) govern all liabilities arising under these terms and conditions or relating to the subject matter of these terms and conditions, including liabilities arising in contract and including negligence. 11.3 We will not be liable to you in respect of any (a) losses arising out of any event,events beyond our reasonable control, Special, Indirect consequential in any other ways related. (b) any business losses, loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill. (c) loss or corruption of any data, database or software.
12.1 Without prejudice to our other rights and under these terms and conditions, if you breach these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may: (a) temporarily suspend your access to our website, (b) permanently prohibit you from accessing our website, (c) block computers using your IP address from accessing our website, (d) contact any or all your internet service providers and request that they block your access to our website, (e) legal action against you, whether for breach of contract or otherwise, and/or (f) suspend or delete your account on our website.
13.1 All charges for Advertising and Services will be due and payable prior before Worldbay delivery of the Advertising or performance of the Services. If Wbgs Ltd issues an invoice to Member and Non Member, the invoiced amount will be due in full and without set off on or before the due date set forth in such invoice (or, if no due date is set forth in the invoice, within 30 days after the date of the invoice). First Adverts payment and Creation payment are as principle non-refundable. Wbgs Ltd reserves the right to require full payment, in advance, or to charge Member and Non Member a reasonable fee beyond anything specified on the applicable Order for requests that exceed Wbgs Ltd customary services. Wbgs Ltd has the right to allocate and apply periodic payments received from Member and Non Member to and among charges owed by Member and Non Member as it sees fit, including those that are separately billed. Member and Non Member will pay all sales, use, or other local, foreign, or other taxes or governmental fees arising out of or in connection with this Agreement, other than taxes based on Wbgs Ltd's net income of the concern advert and Services. 13.2 Late payments will accrue interest at a rate of 10% per month (or the highest lawful rate, if less). Member and Non Member will pay attorneys' fees and internal and external costs that Wbgs Ltd and/or its agents incur in collecting any unpaid amounts in addition to a collection activity fee of MUR 2,500 for each month that Member and Non Member does not pay Wbgs Ltd the full amount of charges due by the invoice due date. Member and Non Member agrees that the collection activity fee is not an interest charge for the time value of unpaid money and recovers costs that are different from the costs recovered by the late payment interest charge described in this Section. 13.3 Member and Non Member may agree, in writing or by electronic authorization, to make single or recurring payments electronically via credit card or by automatic debits to Wbgs Ltd's bank account or through physical payment (Bank account deposit and Worldbay Agent). Wbgs Ltd may condition its acceptance of cash payments upon Member and Non Member's completion of a separate authorization form. Unless otherwise specified at the time Member and Non Member agrees to recurring electronic payments, the applicable automatic payment will be deducted on the due date of each invoice. Authorization for recurring electronic payments will remain in full force and effect until Wbgs Ltd has received express written notification of Member and Non Member 's intention to cancel such authorization, and automatic deductions that were submitted for processing prior to Wbgs Ltd's receipt of the notice of cancellation may still be processed. Member and Non Member hereby releases WBGS LTD and its Suppliers, including any payment processors, from any and all claims arising from the use of any means of electronic and/or automatic payment method, including any fees associated.
14.1 We may revise these terms and conditions from time to time. 14.2 The revised terms and conditions shall apply to the use of our website from the date of publication of the revised terms and conditions on Worldbay. We will give you written notice of any revision of these terms and conditions, and the revised terms and conditions will apply to the use of our website from the date that we give you such notice, if you do not agree to the revised terms and conditions, you must stop using our website.
15.1 You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions. 15.2 You may not without our prior written approval assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these terms and conditions.
16.1 If any unlawful and/or unenforceable provision of these terms and conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
17.1 These terms and conditions are for our benefit and your benefit, and these terms and conditions are not intended to benefit or be enforceable by any third party. 17.2 The exercise of the parties' rights under these terms and conditions is not subject to the consent of any third party.
18.1 Any disputes relating to these terms and conditions shall be subject to the exclusive / non-exclusive jurisdiction of the courts of Mauritius Advertising Rule. The Worldbay online Platforms target local and global business and visitors. One of its advertising services consist of displaying on own or other online network.
Worldbay General Terms for Member and Non Member, 19.1 This Advertising Policy takes effect on the date of its Posting. In regard of any conflict between the Terms & Conditions, conflict among General Terms, Member and Non Members disagreement with the Terms and Condition Policy therefore the Member and Non Member must cancel all Orders within the Cancellation Period as described below. Member/Memberhip refers to Business/Individual, Signing Up to beneficiate the services of Worldbay Global Services Ltd. Non Member refers to Business/Individual who are not a member and wish to adverts their Business or products on Worldbay. Conditions and agreements apply based solely on Worldbay approval.
20.1 Ad Pictures/Adverts/ Materials; Fulfilment Each Picture upload for the advertising or promotional message(s) that Member and Non Member desires to have placed on his products, advertising and on the business profile need to be approve by Worldbay Global Services Ltd (Wbgs Ltd), which may include the placement of Advertising positions. Member and Non Member is responsible for all artwork, copy, and all other information and materials made available to Wbgs Ltd by or on behalf of Member and Non Member or that Member and Non Member authorise Wbgs Ltd to do so. Wbgs Ltd reserves the right, on behalf of itself and any of its third-party service providers, not to place, publish, and/or distribute any Advertising or Ad Materials for any or no reason, and Member and Non Member acknowledge and agrees that neither Wbgs Ltd nor Wbgs Ltd Suppliers shall be liable for not placing, publishing or distributing any Advertising. At their own concern, Wbgs Ltd may, but are not required to, alter the Advertising or Ad Materials in order to meet publication specifications with or without notice or obligation to Member and Non Member. Member and Non Member waive any right to inspect, review or approve the finished Advertising. Wbgs Ltd may take all actions reasonably necessary for the fulfilment of a placement , including but not limited to provisioning, displaying, publishing, distributing, or otherwise placing Advertising into the stream of public commerce or making Advertising accessible to/by an end user. Wbgs Ltd makes no warranty regarding the posting of any requirements, standards and/or practices of a legal, regulatory, self-regulatory, and/or ethical nature to any advertising or with respect to any compliance therewith. Each Member is solely responsible for ensuring and abides to its own compliance with regulations applicable to it and/or its advertising on the Website Worldbay.
21.1 Only Wbgs Ltd's terms of Services under a placement will constitute Wbgs Ltd's acceptance of the Advert. The term of this Agreement stand upon WBGS LTD's acceptance of the first Order hereunder and will continue for an initial period as set forth in the Order. The term of this Agreement will automatically renew each month, unless terminated as set forth in this Agreement. If no deadline for cancelling the renewal of an Order, Member and Non Member will be responsible for obtaining the deadline for cancelling the renewal of such Order by contacting WBGS LTD's online Support Team.
22.1 Member and Non Member may cancel this Agreement only by written notice within ten days of execution (First adverts is mandatory when paid and accepted by Wbgs Ltd), or authorization of this Agreement , with such notice signed by an authorized representative of Member and Non Member or by Member, sent during the Cancellation Period by Certified Mail, or by; Office address, together with all noticed required return receipt requested, and email to "Wbgs Ltd, Subject: Cancellation Advertisement Agreement," to Wbgs Ltd's Home address. After the Cancellation Period, if Member and Non Member requests cancellation and such cancellation is acceptable to WBGS LTD, then the unpaid balance for the Advertising shall become in due balance to its reason of termination.
23.1 Wbgs Ltd may any Advertising, in whole or in part, at any time upon written notice, including via email and fax, to Member and Non Member, (a) remove, and/or suspend any or all Advertising upon Member and Non Member’s failure to pay any amount when due as set forth herein. (b) Adverts in any form contains copywriter picture which are not original of the Member and Non Member services or products. Worldbay will not be responsible for any infringement of any issue raise by any other parties, and the Member and Non Member will take all responsibilities to solve this issue, even if it includes Law cases. Wbgs Ltd, in its sole discretion, may repurpose and/or reallocate any resources, including advertising and/or media, which may have been allocated toward the use or support of the Services, and Member and Non Member shall have no rights with respect to any such resources and/or Services.
24.1 If an Advert provides for Advertising in a package, unitary, promotional, or enticement pricing, Wbgs Ltd's commencement of performance of Services provided as part of a package will constitute commencement of performance for all Services within the same package. Cancellation of part of package will not relieve Member and Non Member's obligation to pay the full price for the package. Cancellation of or failure to pay for part of the package may result in incentive pricing reverting to the full undiscounted rate for same, which Member and Non Member shall be obligatory need to pay.
25.1 If an Advert includes Services pursuant to which Wbgs Ltd may, in its sole discretion, place Advertising on Member and Non Member's behalf in various media or channels of distribution (e.g. Facebook or other network), then Member and Non Member agrees and understands the terms applicable to all such media or channels of distribution in which Advertising is placed by Wbgs Ltd, in addition to those terms specific to Comprehensive Advertising Plans & Prices, shall apply.
26.1 Member and Non Member warrants and covenants to Wbgs Ltd, its full control , subsidiaries, and Wbgs Ltd Suppliers, and their respective personal that: (a) Member and Non Member owns or otherwise controls all necessary rights to any trademark, service mark, logo, name, message, data, image, text, photos, graphics, video or other material or intellectual property contained or embodied in any Ad Materials, and Member and Non Member will maintain such ownership or control throughout the term of this Agreement, (b) Member and Non Member are at all times solely responsible for the truthfulness and accuracy of all of its's advertising, and Member and Non Member will not allow any third party to, submit any Ad Materials that, or use the Services in any manner that: (c) violates any law, regulation, or industry guidelines, (d) is harmful to minors, threatening, harassing, abusive, defamatory, slanderous, vulgar, violent, obscene, pornographic, indecent, lewd, libelous, invasive of another's privacy, or racially, ethnically or otherwise offensive, hateful, or abusive, (e) infringes any third party's patent, trademark, trade secret, copyright, other intellectual property rights, or other rights , (f) advocates or solicits violence, criminal conduct, or the violation of any local, state, national or international law or the rights of any third party, (g) is deceptive in any way or contains an impersonation of any person or entity or misrepresents an affiliation with a person or entity, (h) provides Wbgs Ltd material support or resources (or conceals or disguises the nature, location, source or ownership of same) to any organization designated by the Mauritius government as a foreign terrorist organization. (i) Member and Non Member will provide Wbgs Ltd all information, materials, consents, and authorizations necessary for Wbgs Ltd to place and publish the Advertising or to perform the Services, and will do so in a timely manner, (j) Member and Non Member will not, and will not allow anyone working for it to,engage in any form of spamming or improper clicking, impression generation, e-mailing, texting, or marketing in connection with the Advertising , (k) Member and Non Member shall be solely responsible for all fees, royalties, and other amounts of any kind or nature payable in connection with Advertising, (l) to post companies, artists, and all other royalty participants resulting from exploitation of any copyrighted materials, (m) to publishers or other owners of Compositions or Works.
27.1 Member and Non Member, for itself and any third party with an interest in or to Ad any materials, grants Wbgs Ltd a nonexclusive, worldwide license, including the right to sublicense, to copy, distribute, create derivative works based upon, publicly display, publicly perform, reproduce, promote, resize, rearrange, modify, and otherwise use the Ad Materials in any media or service, in whatever format, now or in the future, provided that such use is pursuant to this Agreement and/or in furtherance of distribution of Advertising on behalf of Member and Non Member. In addition, Wbgs Ltd shall have the irrevocable right to use the Ad Materials in any materials advertising, promoting, and/or publicizing Wbgs Ltd's services and/or products. Except as otherwise provided herein, Wbgs Ltd owns all IP Rights in and to the Advertising and all information, materials, logos, software, or other tools or information used to develop or display the Advertising. Member and Non Member may not reproduce the Advertising, any medium in which such artwork is distributed or any Wbgs Ltd-developed artwork for any purpose without the express prior written permission of Wbgs Ltd.
28.1 Wbgs Ltd will have no obligation to investigate or confirm, and does not in any way endorse, the accuracy, legality, legitimacy, validity, suitability, or reliability of any content directly generated or controlled by Member and Non Member . 28.2 Wbgs Ltd makes no representations or warranties whatsoever concerning any products or services advertised, sold, or provided by Member and Non Member including, without limitation, the quality, safety, or legality of such products or services or the sale, or any offers, deals, coupons, or other promotional materials or representations contained or referenced in any Member and Non Member Content. Any commercial, sales, use, Membership, subscription, affiliation, participation, or promotional relationship Member and Non Member may create with any third party, including obligations undertaken by Member and Non Member with respect to payment and any other terms, conditions, and warranties or representations associated with such dealings, are solely between Member and Non Member and such third party if Client need Supervision and Services Packages of Wbgs Ltd. Member and Non Member will be solely liable to any third party claimant with respect to the content of the Member and Non Member Content. For the avoidance of doubt, no Wbgs Ltd Party will be bound by, and Member and Non Member acknowledge that Member and Non Member is not relying on: (a) any representation or warranty concerning revenue, profit, return on investment, or results to be generated from its Advertising, (b) any representation or warranty regarding either the number, makeup, or distribution of people who will view Advertising and/or the residences or businesses that will access or receive the media containing the Advertising; (c) any representation, warranty, or covenant concerning the quantity, quality and/or validity of traffic, impressions, or interactions with or leads generated by Advertising; (d) any custom or prior course of dealing; or (e) the nature of others' advertising. Although Wbgs Ltd will use commercially reasonable efforts to include any Ad Materials and/or design elements that Member and Non Member may reasonably request be included in the Advertising, subject to the procedures established by Wbgs Ltd for that purpose, Wbgs Ltd expressly disclaims any liability for failure to include, and Member and Non Member 's payment obligations hereunder shall not in any way be contingent upon inclusion of, any such Ad Materials and/or design elements in the Advertising.
29.1 If a third party claims, or if Wbgs Ltd believes that a third party may claim, that any Advertising or Ad Materials, or publishing thereof, infringes any third party's Rights, Wbgs Ltd may terminate this Agreement, in whole or in part, and/or reject, cancel, discontinue, or suspend the Services, in Wbgs Ltd's sole discretion, without liability, until Member and Non Member has resolved this issue. Member and Non Member shall indemnify and hold harmless to the Wbgs Ltd against all claims, actions, losses, expenses, damages, costs, and liabilities, including professional advisor’s fees and other expenses incurred in the defence of any claims arising from this Agreement, including in connection with; (a) breaches of any warranty or covenant made herein, (b) the Ad Materials, Advertising, and Member and Non Member 's requests for advertising, and (c) Member and Non Member's failure to honour any promise, offer, or other statement set forth in any Advertising, Ad Materials or Member and Non Member Content.
30.1 Any claim arising out of an error or omission in Wbgs Ltd's performance of the Services/Advertising must be made in writing by Certified Mail to Wbgs Ltd within six months of the first occurrence of such error or such claim shall be deemed waived. 30.2 Under no circumstances will Wbgs Ltd parties be liable for Special, Indirect, Incidental, Consequential, Punitive, or Exemplary Damages relating to Loss of Profit, Loss of Income or Revenue, or Loss of Goodwill, for any reason whatsoever, including the result of Errors or Omissions, the Rejection or Removal of any advertising, any delay in displaying, Wbgs Ltd Parties failure to display or Distribute advertising, or Wbgs Ltd Parties failure to perform services. Wbgs Ltd’s acceptance of this agreement and the rstes charge for the advertising and the advertising and other services are based upon the limitation of the Wbgs Lts Parties liability as set forth herein. 30.3 Member and Non Member may negotiate to pay additional charges (based on Wbgs Ltd sole assessment of risk factors) in lieu of this limitation of liability by calling Support team as listed on the applicable Order and entering into an agreement with Wbgs Ltd providing otherwise. Such an agreement must be in writing, signed by both parties. Wbgs Ltd has no obligation to accept or enter into such an agreement if it feels it does not adequately compensate it for the additional risk, costs.