TERMS AND CONDITIONS
a. Invoices & Cancellation. Payment terms: Full amount due upon receipt of invoice. By paying the invoice, the Client/Agency representative represents and warrants that he or she has all necessary authority to enter into this Agreement on behalf of Client. Once payment is received and work initiated, neither SheBuysTravel or Client/Agency may terminate this Agreement.
b. Force Majeure. Excluding payment obligations, SheBuysTravel not will be liable for delay or default in the performance of its respective obligations under these Terms if such delay or default is caused by conditions beyond its reasonable control, including, but not limited to fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labor disputes (“Force Majeure event”). If SheBuysTravel suffers such a delay or default, SheBuysTravel will make reasonable efforts within five (5) business days to continue to fulfill the contract obligations.
c. Trademark Usage. Client/Agency grants the appropriate use of trademarks and its subsidiaries’ trade name, trademarks, and logos in any social media, written post on SheBuysTravel or use in SheBuysTravel media kits and proposals, pertaining to these Terms.
d. Indemnification. Client/Agency will defend, indemnify, and hold harmless SheBuysTravel and each of its Affiliates and Representatives from and against all Losses resulting from any Third-Party Claims arising out of or relating to:
- the content, subject matter, or use of any Ad or Advertising Materials provided by Client/Agency, including alleged violations of Policies, to the extent such materials are used by SheBuysTravel in accordance with these Terms; and
- any breach or alleged breach by Client/Agency of its obligations under these Terms, including any Client/Agency-specific obligations.
NON-DISCLOSURE, DATA USAGE AND OWNERSHIP, PRIVACY AND LAWS
a. Definitions and Obligations. “Confidential Information” will include (i) all information marked as “Confidential,” “Proprietary,” or similar legend by the disclosing party (“Discloser”) when given to the receiving party (“Recipient”); and (ii) information and data provided by the Discloser, which under the circumstances surrounding the disclosure should be reasonably deemed confidential or proprietary. Without limiting the foregoing, Discloser and Recipient agree that each Discloser’s contribution to IO Details shall be considered such Discloser’s Confidential Information. Recipient will protect Confidential Information in the same manner that it protects its own information of a similar nature, but in no event with less than reasonable care. Recipient shall not disclose Confidential Information to anyone except an employee, agent, Affiliate, or third party who has a need to know same, and who is bound by confidentiality and non-use obligations at least as protective of Confidential Information as are those in this section. Recipient will not use Discloser’s Confidential Information other than as provided for on the IO.
b. Exceptions. Notwithstanding anything contained herein to the contrary, the term “Confidential Information” will not include information which: (i) was previously known to Recipient; (ii) was or becomes generally available to the public through no fault of Recipient; (iii) was rightfully in Recipient’s possession free of any obligation of confidentiality at, or prior to, the time it was communicated to Recipient by Discloser; (iv) was developed by employees or agents of Recipient independently of, and without reference to, Confidential Information; or (v) was communicated by Discloser to an unaffiliated third party free of any obligation of confidentiality. Notwithstanding the foregoing, the Recipient may disclose Confidential Information of the Discloser in response to a valid order by a court or other governmental body, as otherwise required by law or the rules of any applicable securities exchange, or as necessary to establish the rights of either party under these Terms; provided, however, that both Discloser and Recipient will stipulate to any orders necessary to protect such information from public disclosure.