Welcome to the Agreement on Terms and Conditions of SingaporeFairs.Com ("SingaporeFairs"). This Agreement describes the terms and conditions that govern the use of our services at http://www.SingaporeFairs.com (the "WebSite").

In order to become a Member (eligible vendor or fair organiser as described below) with SingaporeFairs you must read, agree with and accept all of the terms and conditions contained in this Agreement and the Privacy Policy (at http://www.singaporefairs.com/admin/index.php?page=home ). Please read this Agreement and the Privacy Policy in their entirety. together with the other pages of our Website referred to (underlined words and phrases in blue are links to these pages).

1. ELIGIBILITY
1.1 Our services are available only to vendors who satisfy all of the following:

(a) persons acting as retail or wholesale vendors of goods in Singapore;

(b) are not publicly listed or traded entities;

(c) individuals who can form legally binding contracts under Singapore law;

(d) individuals 18 years of age and above; and

(e) vendors must participate in a minimum of two fairs or open houses (as defined in http://www.singaporefairs.com/index.php?page=aboutus per calender year in Singapore;]

provided always that our services are not available to those who have received a notice of termination under paragraph 6.1.

1.2 Services are also available to fair organisers located within Singapore.

1.3 SingaporeFairs reserves the right to reject any application for registration in our sole discretion without the need to provide any justification or reason for such rejection.

2. SERVICES
2.1 SingaporeFairs is a web directory which lists vendors and fairs/open houses in Singapore. A complete list of services and the applicable charges (the 'Fee Schedule') is available on request. The key services provided by us are:

(a) Web listing of contact details (includes contact name, phone and e-mail of vendor. The business logo is the only image listed);

(b) Homepage (includes contact details as above, logo, blurb (no more than 100 words) and images (up to 5 images within the confines of the template);

(c) Newsletter advertisements;

(d) Classified advertisements; and

Link advertisements.

2.2 SingaporeFairs may in its sole discretion change or terminate some or all of our services at any time.

3. FEES
3.1 -The Fee Schedule is available upon request and once forwarded to a vendor (or prospective vendor) is deemed incorporated in full into this Agreement.

3.2 SingaporeFairs reserves the right to amend the Fee Schedule applicable to our services from time to time. Any changes to such policy will be effective upon 7 days notice to the vendor, unless otherwise advised.

3.3 Registered vendors who have paid subscriptions in advance for a specific period will not be affected by any change in the Fee Schedule for the relevant subscription they have paid for until the end of the pre-paid period, in which case the applicable fees as amended will apply to any renewal.

3.4 Unless otherwise stated, all fees are quoted in Singapore Dollars (S$).

3.5 All taxes applicable to the provision of the services, including withholding or any goods and services or value added taxes, shall be added to invoice to the vendors and shall be in addition to the fees quoted in the Fee Schedule.

3.6 The vendors are responsible for paying all fees associated with using our services and the WebSite in advance. SingaporeFairs will not provide any service to a vendor, or renew any existing service, until payment had been received in full (in cleared funds) for the relevant service subscribed.

3.7 No invoices will be issued in advance in relation to subscriptions due or the renewal of subscriptions. An electronic receipt will be sent by e-mail to the address given during the registration process for amounts received.

4. TRANSITION
Fees for subscription to SingaporeFairs and the provisions of the services are payable as from 1 January 2005 in accordance with the Fee Schedule. Any vendor registrations, links, Vendor Information or other details for a vendor appearing on the WebSite before 1 January 2005 will be removed and deleted should payment for the relevant services not be received before 1 January 2005.

5. CONTENT OF MEMBER REGISTRATIONS
5.1 In order to construct a Member listing and registration, SingaporeFairs will require certain vendor/fair organiser information and content as notified to the vendor/fair organiser. The term 'Member Information' as used in this Agreement shall mean any information provided by a registered member to SingaporeFairs in the registration or subsequent updating process, including the descriptions of products for sale and prices on the WebSite as well as any content such member posts on other web pages within our WebSite.

5.2 All Member Information supplied must comply with the requirements specified by SingaporeFairs at http://www.singaporefairs.com/admin/index.php?page=beforeYouStart in all respects. The Member is solely responsible for the Member Information, and SingaporeFairs acts as a passive conduit only for the online distribution and publication of the Member Information.

5.3 The actual content of any vendor/fair listing as appearing on the WebSite is subject to the final discretion of SingaporeFairs in all respects, including in terms of length, grammar, composition, applicability and other relevant factors. We will consult with each registered member for comments on a listing, but reserve the right not to adopt any comments in our sole discretion. If the member disagrees with any amendment by SingaporeFairs to the Member Information as appearing on the WebSite it may terminate this Agreement in accordance paragraph 6.3. Members may edit the information listed under their registration, however the final content is subject to change at the discretion of SignaporeFairs.

5.4 Member Information supplied to SingaporeFairs must not be: false, inaccurate or misleading, fraudulent or involve the sale of counterfeit or stolen items, infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy, violate any applicable law, statute, ordinance or regulation, be defamatory, trade libelous, be obscene, contain any viruses, Trojan horses, worms, time bombs or other computer programs that may damage, modify, delete, interfere with, access without authority or expropriate any system, data or personal information, or create any liability for SingaporeFairs or its Related Parties or cause it to lose (in whole or in part) the services of its ISPs or other vendors.

5.5 Any links provided by a member must not link directly or indirectly to or include descriptions of goods or services that are prohibited under this Agreement or that the vendor does not have a right to link to or include.

5.6 A member will not take any action or submit any Member Information that imposes an unreasonable or disproportionately large load on our infrastructure.

6. TERMINATION
6.1 SingaporeFairs may terminate one or all of our services (including closure of the WebSIte) upon 1 month's notice to the members. In case of such termination the sole remedy of a registered member will be payment of the pro-rata balance (based on normal rates) of any subscriptions pre-paid in relation to that service. Costs of web design and other one-off charges will not be repaid.

6.2 Without prejudice to any other remedy that SingaporeFairs may have, in equity or under this Agreement, SingaporeFairs may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate the registration of any member, refuse to provide our services to a member and remove any related Member Information from the WebSite in any of the following circumstances:

(a) if evidence is provided to SingaporeFairs that a serious infringement of a third party's intellectual property rights has occurred;

(b) if a member in its communications and dealings with SinagporeFairs has acted inappropriately or threateningly; and

(c) if a member breaches this Agreement, the Privacy Policy or the terms and policies of the documents incorporated by reference;

(d) a member ceases to be an eligible vendor as defined in paragraph 1.1;

(e) SingaporeFairs believes that a member's actions may cause legal liability for that vendor, our users or us or our Related Parties; or

(f) if a member has engaged in fraudulent activity.

In the case of termination under this paragraph, SingaporeFairs may in its sole discretion refund any pro-rate balance of subscriptions (based on normal rates) paid for the terminated service but shall be under no obligation to.

6.3 A member may only terminate services subscribed for within 7 days of the relevant amendment as described in paragraphs 5.3 or 15 or within 7 days of the end of any continuous 30 day period of any materially impaired or failed service as described in paragraph 10.2, in all such cases the sole remedy of a registered vendor will be payment of the pro-rata balance of any subscriptions pre-paid in relation to the services terminated. In any other case of termination by a vendor the vendor will not be entitled to any subscription [or one-off] amounts prepaid or paid, as the case may be.

7. INTELLECTUAL PROPERTY
7.1 To enable SingaporeFairs to use the Member Information in relation to the supply of the services, each member hereby grants to SingaporeFairs a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights it has in the Member Information, in any media.

7.2 The design of and information contained on the WebSite is proprietary to SingaporeFairs, unless the subject of a license to SingaporeFairs from a member under paragraph 7.1. No party, including registered members, may copy, reproduce, alter, modify, create derivative works, or publicly display any content (except for a vendor's own Vendor Information) from the WebSite without the prior written permission of SingaporeFairs or the relevant member.

7.3 SingaporeFairs will not make any independent enquiries or investigations concerning the Member Information to ascertain whether listed items infringe upon the copyright, trademark or other rights of third parties. Any third parties who believe that their rights are being infringed may report the circumstances of such infringement to SingaporeFairs. If SingaporeFairs receives any written notice of any infringement of third party rights, we may in our sole discretion, and without obligation or liability, notify the affected registered vendor of the claim.

8. EFFECTIVE DATE
This Agreement is effective as of the date of a vendor's registration as appearing in SingaporeFairs' records.

9. PRIVACY
10. NO WARRANTY
10.1 SingaporeFairs provides the Website and our services on an "as is" basis and without any warranty or condition, express, implied or statutory. To the extent permitted by law, we specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.

10.2 SingaporeFairs do not guarantee continuous, uninterrupted or secure access to our services, nor of the operation of our WebSite both of which may be interfered with by numerous factors outside our control. Our liability to any registered vendor in case of an interruption or breach of security in our Website and in the provision of our services shall be limited as set out in paragraph 11. Our liability for any continuously materially impaired or failed services shall be limited as set out in paragraph 6.3.

11. LIMITATION OF LIABILITY
11.1 The liability of SingaporeFairs and any of its owners, shareholders, parent, subsidiaries, affiliates, officers, directors, agents, and employees (each a "Related Party") to any registered member in any circumstances whatsoever is limited to (at the choice of SingaporeFairs):

(a) the supply of the services again; or

(b) pro-rata refund of the balance of any pre-paid subscription fees (based on normal rates) for the affected service(s).

11.2 The aggregate maximum liability of SingaporeFairs and any of its Related Parties to any third party, if any, in any circumstances is S$100.

11.3 Under no circumstances will SingaporeFairs or its Related Parties be liable to any registered members or third parties for loss of profits or any special, incidental or consequential damages arising out of or in connection with the Website, our services or this Agreement.

11.4 Neither SingaporeFairs nor its Related Parties have any responsibility (to any third party or otherwise) for the legality of a registered member's activities or representations.

11.5 Notwithstanding the above provisions, nothing in this Agreement is intended to limit or exclude any liability on the part of SingaporeFairs and its Related Parties where and to the extent that applicable law prohibits such exclusion or limitation.

12. INDEMNITY
Each member herby indemnifies and holds SingaporeFairs and each of its Related Parties harmless from and against any claims, demands, proceedings, losses and damages (actual, special and consequential) of every kind and nature, known and unknown, including reasonable solicitors' fees, made by any third party due to or arising out of such vendor's breach of this Agreement or the terms and policies it incorporates by reference, or that vendor's violation of any law or the rights of a third party.

13. LEGAL COMPLIANCE
Each member shall comply with all applicable domestic (including common law) and international laws, statutes, ordinances and regulations regarding use of our services or WebSite. Each member alone, and not SingaporeFairs, are responsible for ensuring that their activities are lawful and comply with all applicable laws.

14. TRANSFER
14.1 No SingaporeFairs registrations, account details and [User ID] may be transferred or sold to another party without the prior written consent of SIngaporeFairs, which may be withheld in our discretion.

14.2 Each member agrees that this Agreement and the vendor registration (including the licence granted for any Vendor Information under paragraph 7.1) may be automatically assigned by SingaporeFairs, in our sole discretion, to a third party in the event of a merger or acquisition of the business of SingaporeFairs.

15. AMENDMENTS
SingaporeFairs may amend the terms of this Agreement from time to time at our sole discretion by posting the amended terms on the WebSite in the Members area (at http://www.singaporefairs.com/admin/index.php?page=home. Save as expressly stated in relation to amendments concerning Fees, all amended terms shall be effective 7 days after postin on the WebSite. If a member does not agree with any amendments which affect the services provided to it, it may terminate its registration in accordance with the terms set out at paragraph 6.3.

16. NO AGENCY
Each member and SingaporeFairs are independent contractors, and no agency, partnership, joint venture, employment or franchise relationship is intended or created by this Agreement.

17. NOTICES
Except as explicitly stated otherwise, any notices under this Agreement, if to SingaporeFairs should be sent by registered post to SingaporeFairs.Com at PO Box 052, Singapore 912802, and if to a registered member to the email address provided to SingaporeFairs during the registration process.

18. GOVERNING LAW AND DISPUTES
18.1 This Agreement shall be governed in all respects by the laws of Singapore.

18.2 Any dispute or claim arising out of or in connection with this Agreement shall be settled amicably through mutual consultation and, failing a settlement within 90 days from one party advising the other that a dispute has arisen, either party may refer the matter to the Singapore International Arbitration Centre for arbitration in accordance with its rules. The costs of the dispute shall be borne by the originator.

19. ADDITIONAL TERMS
1 9.1 The following documents are incorporated into this Agreement by reference, and each member hereby agrees to be bound by the terms and policies outlined in these documents. Any changes to the policies set out below will be posted in the Members area (at http://www.singaporefairs.com/admin/index.php?page=home and will be effective within 7 days unless otherwise advised:

(a) Our Privacy Policy is available

(b) Our Advertising Policy is available

20. MISCELLANEOUS
20.1 If any provision of this Agreement shall be held to be illegal or unenforceable, the enforceability of the remainder of this Agreement shall not be affected.

20.2 This Agreement together with any documents, web pages or other terms referred to herein contains the entire agreement and understanding of the parties and supersedes all prior agreements, understandings or arrangements (both oral and written).

20.3 Any waiver of any breach of this Agreement shall not be deemed to apply to any succeeding breach of the provision or of any other provision of this Agreement.

20.4 No failure to exercise and no delay in exercising on the part of Singapore Fairs any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

20.5 Unless otherwise expressly provided in this Agreement, a person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 2001 to enforce this Agreement.

20.6 Paragraphs 7.1, 12, 13 and 18 shall survive any termination or expiration of this Agreement.