The following terms (“Commercial Products Terms”) apply in conjunction with the Commercial Terms when you use the Platform, Services, or any product made available for you to advertise, display, facilitate the sale, lease or rental of, and/or sell, lease or rent goods or services (“Promotion”) to users (each, a “Member”) of the Platform or Services.
- Your Promotions and related Content must comply with Our Acceptable Ad Policy and all applicable laws, codes, and regulations. You must not use Our Services or Platform for activities, individuals or entities that are located outside of the agreed-upon or permitted territories.
- You are solely responsible for all information related to your Promotions (including without limitation all Content, Codes (defined below in section 9), accurate descriptions, prices, fees, taxes, any required legal disclosures, and any promotional information), and supplying the same.
- Your Promotions do not bind UNiDAYS and must not conflict with this Commercial Products Agreement, Commercial Terms, or any other applicable terms and policies. UNiDAYS is not responsible for managing, paying for, or fulfilling any sales that result from your use of the Services.
- You are solely responsible for the accuracy of the Content, Codes, and any other information you provide and for relaying any information necessary for Members to be able to use and/or activate the Codes, including without limitation details of when the Codes expire, the terms and conditions of Codes’ use, the terms and conditions of the Promotion, and any legal terms or limitations involved. If you require Our help to change a Promotion, you will need to let us know at least five (5) business days prior to the date on which any requested changes are to take place. All such requests must be reasonable.
- If you become aware or are told that a Code is defective or that Codes have been depleted or are near depletion, you shall notify Us immediately and act as soon as possible, and in any event, within two (2) business days to deliver replacement Codes. If UNiDAYS becomes aware that a Code is defective, UNiDAYS may remove the Promotion to which it relates from Our Platform until you provide a replacement Code. You are liable for fees incurred regardless of whether the Codes or Promotions you have provided are defective or depleted. We shall have no liability for use or misuse of your Codes by any third party, including but not limited to Members accessing your Promotion.
- You hereby grant UNiDAYS a royalty-free, non-exclusive, worldwide licence to distribute Codes to Members and to promote, market and advertise the Promotions and any material or information included in or related to the Promotions (including your Content and trademarks). This licence includes the right to link to your websites and to display, perform, reproduce, transmit, publish, distribute, and use the Content in connection with performing any relevant Services in accordance with all terms (including on the Platform and on Our social media channels).
- You acknowledge that We may modify your Content in connection with the size, categorisation, positioning, prominence, and placement of the Content.
- You shall pay the Fees for the Services in accordance with the respective Order, invoice, or other agreement (please see the Fees section of the Commercial Terms for more details).
- Additional details related to Promotions are as follows:
- “Code” or “Codes” means a code, codes, or any other method of providing access to, or redemption of, the Promotion;
- “Transaction” means a sales transaction made between you and a Member using a Code; and
- “Total Transaction Value” means the total value of the Transaction, excluding any applicable sales tax and shipping or delivery charges, after the deduction of the Promotion discount and net of Return Transactions (this is only applicable where We are tracking Transactions).
- “Return Transactions” means Transactions that (i) are canceled prior to delivery or returned in accordance with your terms and conditions AND (ii) which comply with the process in this section 9.
- Where We are tracking Transactions, reporting of the Total Transaction Value shall be provided by you within five (5) business days of Our request and shall detail, for every Transaction in the previous month: (i) applicable sales tax, (ii) shipping and/or delivery charges, (iii) Promotion discounts, and (iv) net of Return Transactions, respectively. If You do not provide this information, You may be billed according to the total value of all Transactions.
- Where We are tracking Transactions, Return Transactions shall be processed as follows:
- Within ten (10) business days following the end of each month or as soon as practicable, We shall send you or otherwise provide access to a report evidencing all Transactions in the previous month. Amounts due under the report which shall be payable in accordance with the applicable invoice or Order, or other agreement.
- Within 30 calendar days of the end of each month, you shall indicate, relating to the report for the month prior, which Transactions are Return Transactions (“Returns Report").
- We shall provide a credit note to your account in respect of any fees paid or payable on such verified Return Transactions within 30 days of receipt of the Returns Report to be offset against the subsequent month’s invoice(s). For the avoidance of doubt, no credit or credit note shall be provided in respect of Return Transactions which are notified to Us later than the time frame set out in this Section 9.
- You represent and warrant that (a) your provision of the Codes, Promotions, and Content and your receipt of all Services comply in all material respects with all applicable laws, (b) all Intellectual Property in Your Promotions, Content, and Codes are owned exclusively by you or you otherwise have the right to grant to UNiDAYS the right to use such Intellectual Property for all purposes contemplated by the Services, (c) UNiDAYS’ use of the Content and the Codes in accordance with the Commercial Terms does not and will not infringe upon any Intellectual Property rights of any third party, and (d) there is currently no known actual or threatened suit against you based on an alleged violation of those rights.
- You shall indemnify and defend UNiDAYS, Our affiliates, and both Our and Our affiliates' personnel, partners, shareholders, successors and assignees from and against all liabilities based on a claim or third-party claim made against Us or Our affiliates, arising out of or relating to (a) your breach of this Commercial Products Agreement, including any third-party claim alleging any act, omission or fact that constitutes a breach; (b) a claim that your Codes or Promotions are defective, (c) UNiDAYS’ use, distribution, or disclosure of your Codes, your Promotions, or your Content in accordance with the Commercial Terms (including any claim that any of the foregoing infringe, misappropriate or otherwise violate or conflict with any applicable law or any person's Intellectual Property rights), (d) any and all claims, actions, or liabilities related to the Promotions, Content, or products, goods, or services you have advertised, displayed, facilitated the sale of, leased or sold; and (e) Your use of the Services in combination with materials, software, Content, intellectual property or services not furnished or approved by Us, where there would be no basis for such claim but for the combination.
- We reserve all rights not expressly granted to you.
We may modify or update this Commercial Products Agreement from time to time, including to accurately reflect the access or uses of Our Platform and Services for business or commercial purposes, and so We encourage you to check regularly for any updates. By continuing any access or use of any UNiDAYS Platform and Services for business or commercial purposes after any notice of an update to this Commercial Products Agreement, you agree to be bound by such updated terms. Any updates or modifications will not apply retroactively and will become effective once they are posted by Us. If you do not agree to the updated terms, you must stop all access or use of Our Platform and Services for business or commercial purposes.
Effective date: 21 April 2020