[Last Updated: 15-September-2019]

  1. TERMS APPLICABLE TO ALL PURCHASES

1.1 GENERAL

1.1.1 By purchasing any product, product package or service, including access to AgentNet (as defined below), (each referred to as the "Product") from Allproperty Media Co., Ltd. ("AM"), you conclude a legally binding agreement with AM.

1.1.2 Section 1 (Terms Applicable to All Purchases) contains the overarching terms of the relationship between you (the entity purchasing the Product) and AM. The sections that follow thereafter are the specific terms applicable to each Product. In addition, AM may specify in writing that other terms (not contained in these Terms of Purchase) are nonetheless applicable to purchases of certain Products (the "Additional Terms"). Additional Terms may include the Privacy Policy, Terms of Service and Policy of Acceptable Use and the Advertisement and Content Guidelines (as defined below).

1.1.3 You accept without limitation or qualification these Terms of Purchase (including Section 1 of the Terms of Purchase and such other applicable section) and the Additional Terms. The Additional Terms shall be incorporated in these Terms of Purchase by reference, and shall collectively be referred to as the "Purchasing Terms".

1.1.4 In the event of any inconsistency between the Terms of Purchase and the Additional Terms, unless stated otherwise in writing, the provisions of the Terms of Purchase shall prevail.

1.1.5 You agree that AM may modify the Purchasing Terms at any time and without notice to you. The modified Purchasing Terms will be posted on https://www.ddproperty.com/en/terms-of-purchase and will come into effect 10 days after such posting. You are advised to check for updates to the Purchasing Terms regularly, prior to using any Products, or entering into any transaction, on the Website or with AM.

1.1.6 You understand that you must, at your own cost, provide telecommunication services, computers and other equipment or services necessary to access any of the Products. You must comply with all the rules and regulations that apply to the means that you have used to access the Products (e.g. Internet access).

 

1.2 DEFINITIONS

Except where the context otherwise requires:

"Advertisement" means an advertisement placed by you through AM on an offline medium including but not limited to an offline Newsletter;

"AgentNet" means the real estate agent portal on the Website;

“Advertisement and Content Guidelines” means the advertisement and content guidelines posted on https://agentnet.ddproperty.com/en/ex_guidelines.

"Listing" means an advertisement placed by you through AM on an online medium including but not limited to the Website;

"Newsletter(s)" means any newsletter that AM may make available through any online or offline medium from time to time, including without limitation, AM's Daily Market News, Agent Handbook and AM's Property Blog;

"Policy of Acceptable Use" means the acceptable use policy posted on http://www.ddproperty.com/en/acceptable-use;

"Privacy Policy" means the privacy policy posted on http://www.ddproperty.com/en/privacy;

"Terms of Service" means the terms of service posted on http://www.ddproperty.com/en/terms-of-service;

Website” means the website at http://www.ddproperty.com and its subsidiary web pages; and

“You/you” or "your" means the entity entering into the Purchasing Terms with AM.

 

 

1.3 PURCHASE OF PRODUCT

1.3.1 In the event that you have purchased any Product, , from AM, you understand that unless otherwise specified by AM in writing, such Product is valid for 12 months from its date of purchase (the "Validity Period").

1.3.2 Each Product may entitle you to specified types and quantities of deliverables from AM. Notwithstanding any other provision in these Terms of Purchase, AM reserves the right to change the types and quantities of such deliverables at any time during the Validity Period.

1.3.3 You understand that you must utilise the purchased Product within the Validity Period. There shall be no extensions to the Validity Period under any circumstances, including in an event of Force Majeure.

For the purpose of these Terms of Purchase, the Force Majeure includes war, battle, warlike condition, sabotage, general strike, blockade, insurrection, governmental direction or intervention, rules and people or intervention of civil, naval or military authorities or any other agencies of government, riots, civil commotion, lock outs, slowdowns, plague, other epidemic, quarantine, fire, flood, typhoon, hurricanes, tidal, waves, landslide, lightening explosion, or any other causes beyond control of the Parties.

1.3.4 In the event that at the expiry of the Validity Period, you have not fully utilised the Product that you have purchased, AM shall, unless otherwise specified in writing, forfeit, inactivate or discontinue the unutilised part of such Product without prior notice to you. You shall not be entitled to any compensation from AM as a result of such forfeiture, inactivation or discontinuation.

1.3.5 If you decide to purchase another Product after the expiry of your previous purchased Product, whether or not those are the same type of Product, you understand that any unutilised part of your previous Product shall not be carried over to your newly purchased Product.

1.3.6 After the purchase of the Product, no purchased Product may be swapped or exchange for another Product that AM carries either in full or in part during the Validity Period of the first-mentioned Product.

1.3.7 All Products may be purchased either through the Website, or via an authorised sales agent of AM.

1.3.8 The Product you have purchased is for your use only. Except as otherwise expressly provided herein, you shall not directly or indirectly transfer, assign or sublicense all or any rights or obligation arising out of this Terms of Purchase without AM’s prior written consent. Any purported assignment in violation of this Article shall be of no force or effect.

This prohibition under this clause includes selling, renting, leasing any Product to another user as well as provide your username and password of your account used for managing purchased Product to any other person.

1.3.9 In addition to Section 1.3.8, in an event of violation of this Section, you shall be held responsible for any losses and damages suffered by AM.

1.3.10 AM may grant you access to an AgentNet account for the purposes of managing the Product(s) to which you are entitled to. You understand that all use of the AgentNet account shall be subject to Section 7 (AgentNet Access).

 

1.4 PRICE REVISIONS

1.4.1 AM reserves the right to revise the price of any of its Product at any time and without notice to you.

1.4.2 The revised price will be published on the Website.

1.4.3 You shall not be subject to the revised price if the revision occurs during the term of your existing Product. The revised pricing shall apply when you subscribe for a new Product, or when you renew an existing Product after its Validity Period.

 

1.5 PAYMENT

1.5.1 You acknowledge that AM is only obligated to activate or allow you to use your Product upon your approval of the purchase. The approval shall include review and approval of all Products in your sales order (including accepting the Purchasing Term) and for all fees incurred in connection with the purchase of Products being made. You will pay to AM all fees incurred in connection with the purchase of a Product (the "Purchase") through a payment method made available by AM from time to time. You acknowledge that you are solely responsible for any payment method that you have chosen.

1.5.2 If you have been issued with a sales order or e-mail confirmation with respect

to your Purchase, you shall adhere to the payment method, and payment due date, as set out in such sales order or e-mail confirmation.

1.5.3 If you are paying via cheque, you understand that AM is not responsible for any loss of or damage to the cheque en-route to AM. You shall be liable to pay to AM such administrative fees stipulated by AM if the cheque is dishonoured and may be liable to any other losses that may be incurred.

1.5.4 In the event that you have made the Purchase from an authorised sales agent of AM, please ensure that the agent has issued you with an invoice upon making the necessary payment. AM shall not have the obligation to entertain any claims that are not supported by an invoice.

1.5.5 Late payment shall bear interest at an annual rate of 6% above the average prime lending rate of DBS Bank Ltd, or the highest rate permitted by law, from the due date until it is paid in full.

1.5.6 All fees are exclusive of tax. You shall pay all taxes, duties or levies in respect of the Purchase.

1.5.7 In the event that you fail to make payment of any fees due under the Purchasing Terms, you understand that AM shall be entitled to take such steps against you to recover any fees owed to AM. You agree to indemnify AM of all costs and expenses, including legal fees, which AM may reasonably incur in the taking of such steps.

1.5.8 AM may, from time to time, issue to you credits (including but not limited to advertising credits, ad-credits, re-listing credits, etc) that may be, where applicable, used to offset the fees payable for a certain Purchase. You will be notified, by way of a notification on AgentNet or by way of email to you, of the types of Products for which the credits may be used. The pricing of credits by AM and quantity of credits that may be used for a particular Product may be dynamically varied by AM at its sole and absolute discretion, depending on various factors, which include but are not limited to the type of features and/or Listings for which the credits may be used, timing, sale and/or Purchase location, and your location, amongst other factors as may be determined by AM in its sole and absolute discretion. AM reserves the right to vary the pricing, quantity, and type of credits that may be used to offset the fees payable for a certain Purchase during the period of its validity at its sole and absolute discretion and such variation shall come into effect immediately and without prior notice and/or reference to you. Any variation to the credits that may be used to offset the fees payable for a certain Purchase will be visible on AgentNet prior to you consuming any credits. You understand that unless otherwise stated, all credits that are issued by AM shall be valid for twelve (12) months from the date on which the credit is issued. Any credits that have not been utilised within this twelve (12) month period shall be forfeited by AM without notice to you. You shall not be entitled to any compensation from AM as a result of such forfeiture. You understand that forfeited credits will not be carried over to any subsequent credit that may be issued to you by AM or purchased by you from AM.

 

1.6 REFUND POLICY

1.6.1 Unless otherwise specified herein, there shall be no refund of any fees paid.

1.6.2 In the event of a refund, such refund shall be paid by bank transfer to the bank account that you have provided.

1.6.3 Please ensure that all information that you have provided for the purposes of obtaining a refund is true, accurate, and current.

1.6.4 You agree that AM's obligation to make a refund is fulfilled at the point of transfer of the refunded sum to the bank account that you have provided. In the event that the refund is made by way of cheque, AM's obligation to you is fulfilled when the cheque is mailed to you. Unless otherwise specified in writing, the cheque will be mailed to you via normal post. In the event that you request for the cheque to be mailed to you via registered post or courier, you agree to AM deducting from the refund such amount necessary for the cost of mailing the cheque to you using your desired method of postage.

 

1.7 INTELLECTUAL PROPERTY RIGHTS

AM reserves all intellectual property rights to any content and Product that it provides to you, including the Website and the Newsletter, including copyright and trade mark rights. All other names, products and marks mentioned are the intellectual property rights of their respective owners. Nothing in this Agreement shall be construed or deemed as granting or providing to you any right, license, interest or permission to deal with any intellectual property of AM in any way including, without limiting the generality of the foregoing, the right to copy, transfer, publish, store, create derivative works or use the same, and the right to use any of AM's trademarks or trade names in an unauthorised manner. You may not use any of AM's trademarks without the prior written consent of AM. All rights not expressly granted herein are reserved to AM. Except as otherwise permitted by applicable law, any publication of any copyright work and Product are strictly prohibited without the written consent of the copyright owner.

 

1.8 INDEMNITIES AND LIMITATION OF LIABILITY

1.8.1 You agree, at your own expense, to indemnify, defend and hold harmless AM, and its subsidiaries, affiliates, officers, agents or other partners, and employees, against any claim or demand, including attorneys' fees, made by any third party due to or arising out of:

(a) the publication of your Advertisement/Listing;

(b) the content of your Advertisement/Listing;

(c) any material, product or service provided by you, to which members of the public (including users of the Website) can access through your Advertisement/Listing (including without limitation, any claim of trademark or copyright infringement, defamation, breach of confidentiality, privacy violation, false or deceptive advertising or sales practices); and/or

(d) your violation of the Purchasing Terms.

1.8.2 Any claim of any nature whatsoever by either party against the other party and any action against the other party must be commenced within such time limit prescribed by the relevant laws, after the date on which the cause of action arose, following which the aggrieved party shall have no further claim whatsoever against the other party.

1.8.3 In no event shall AM's aggregate liability for any claims under or pursuant to the Purchasing Terms exceed the aggregate fees actually paid by you, either by your chosen payment method under Section 1.5 (Payment) or by Ad credits, for the preceding 12 month period at the point in time when the claim(s) is/are made against AM.

 

1.9 DISCLAIMERS

1.9.1 You expressly understand and agree that:

(a) your use of any Product is at your own risk. Such Product is provided by AM on an "as is" basis. AM expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement, other than any warranty the exclusive of which is not in accordance with applicable laws;

(b) AM makes no warranty that:

(i) its services will meet your requirements;

(ii) its services will be uninterrupted, timely, secure and error-free;

(iii) its services will be accessible at any time or at all times via the channel selected or used by you;

(iv) the quality of any services, information or other material purchased or obtained by you through its services will meet your expectations; and

(v) any errors in the services will be corrected.

1.9.2 For the avoidance of doubt, no advice or information, whether oral or written, obtained by you from AM or its employees, agents or through or from the services shall create any warranty not expressly stated in the Purchasing Terms.

 

1.10 USE OF PERSONAL INFORMATION

1.10.1You acknowledge and agree that AM may collect, use and disclose your personal information for the purposes for which they were collected, including publicising AM's products and services to you. Such information includes without limitation your name, photograph, email address, telephone number and address.

1.10.2 AM shall comply with applicable data protection laws (if any) in the collection, use, disclosure and retention of personal information.

1.10.3 You agree that even after the completion of any transaction between you and AM, AM is entitled to use your personal information for the purposes of publicising AM's products and services to you or contacting you to obtain feedback unless you expressly notify AM in writing via e-mail to dpo@propertyguru.com.sg that you no longer wish to receive such information on AM's products and services or be contacted by AM.

1.10.4 All personal data about you is subject to our Privacy Policy. This Privacy Policy is deemed incorporated into the Terms of Purchase by reference to this Clause.

 

1.11 TERMINATION

1.11.1 AM may terminate the Purchasing Terms upon the occurrence of any of the following:

(a) If you fails to comply with any provision(s) and/or condition(s) of the Purchasing Term, AM may serve on you a written notice specifying the breach and requiring you - within 15 days - to remedy the said breach(es), and if you fail to comply with the written notice; or

(b) With immediate effect and without prior notice upon occurrence of any of the event which shall include without limitation:

(i) you being declared insolvent or bankrupt;

(ii) your failure to make any payment that is due under the Purchasing Terms;

(iii) request by law enforcement or other government agencies;

(iv) your infringement of intellectual property rights of AM and/or others;

(v) your discontinuance or material modification to the services of the Website or part thereof; or

(vi) unexpected technical or security issues or problems which make AM’s performance, including providing Product, under this Purchasing Terms impossible.

1.11.2 You further understand that a termination of the Purchasing Terms shall result in a termination of your access to the Product that you have purchased. AM shall be under no obligation to refund you the whole or any part of any fees paid by you in advance. In addition, you are not entitled to any compensation or indemnity, whether for loss of distribution rights, goodwill or otherwise, as a result of the termination of the Purchasing Terms in accordance with its terms.

1.11.3 Termination of the Purchasing Terms shall be without prejudice to any other rights or remedies AM may be entitled to under the Purchasing Terms, at law or in equity and shall not affect any accrued rights or liabilities nor the coming into or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.

 

1.12 ENFORCEMENT

1.12.1 The Purchasing Terms shall be governed by and construed in accordance with the laws of the Kingdom of Thailand, and any claims or disputes of whatever nature shall be subject to the non-exclusive jurisdiction of the courts of the Kingdom of Thailand.

1.12.2 The failure of AM to exercise or enforce any right or provision of the Purchasing Terms shall not constitute a waiver of such right or provision. If any provision of the Purchasing Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Purchasing Terms remain in full force and effect.

 

1.13 CONTACT US

Unless otherwise stated herein, all notifications to AM pursuant to the Purchasing Terms shall be sent via e-mail to support@ddproperty.com.

 

  1. MARKETING SERVICES         

2.1 Section 2 (Marketing Services) shall apply to all forms of marketing services that maybe provided by AM from time to time to enable you to advertise and promote your services and your Listings and Advertisements. The marketing services shall not require customers or other real estate agents (as the case may be) to respond to the Listings or Advertisements. Any response is voluntary and entirely at the discretion of the customer or real estate agent (as the case may be).             

2.2 Depending on the type of marketing service that you have purchased, a Listing or an Advertisement (as the case may be) may pertain to the advertisement or promotion of:

2.2.1 your services as a real estate sales person;

2.2.2 the sale or rental of real property, both commercial and residential; or

2.2.3 any other services or products that AM may allow you to advertise or promote from time to time, including, without limitation, relocation services, and home and office furnishing services.

2.3 For the purposes of this Section 2 (Marketing Services), "Content" shall mean the content of a Listing or an Advertisement (as the case may be) and any other photograph, video footage, virtual tour, material, content and instructions supplied by you to AM, that are reasonably required by AM in order to publish the Listing or Advertisement, as the case may be.

2.4 Please check the Website, sales order, invoice, e-mail confirmation (if any) or with AM for the particulars of the Advertisements/Listings to which you are entitled.

2.5 Submission of Content:

2.5.1 All Content should be submitted to AM by you through the methods specified by AM before the date of placement of the Listing/Advertisement.

2.5.2 However, if your marketing services package allows for Listings to be placed immediately after submission on the Website, you may submit your Content to the Website at any time. In the event that you are unable to submit the Content through the Website, or if AM has so instructed, please send the Content to AM via e-mail to support@ddproperty.com or via such method that AM may specify.

2.5.3 All Content should be submitted by you in the file format specified by AM.

2.5.4 If you are sending Content via e-mail or post, please indicate the following information about yourself:

(a) name;

(b) company;

(c) date of placement of Advertisement/Listing; and

(d) sales order reference number (if any).

2.5.5 You understand that AM may in its sole discretion reject your Advertisement/Listing, or subject to you paying to AM such administrative fees that AM may stipulate, postpone the placement of your Advertisement/Listing to the next available timing, if you do not:

(a) provide the information set out in Clause 2.5.4;

(b) submit the Content in the prescribed format; or

(c) submit the Content on by the deadline prescribed by AM.

2.6 Placement of Advertisement/Listing

2.6.1 To the fullest extent permitted under applicable law, the acceptance of payment by AM pursuant to your purchase of a marketing services package shall not be deemed to be an undertaking by AM to accept any Advertisement/Listing. AM reserves the right to approve or reject any Advertisement/Listing at its sole discretion without providing reasons to you. AM retains full discretion to the placement of any Advertisement/Listing.

2.6.2 You understand that the placement, positioning and presentation of a Listing is at the discretion of AM, and that AM, at its absolute discretion, may from time to time change how the Advertisement/Listing is placed, positioned and presented.

2.6.3 You shall be responsible to review, check and endorse all Content and the accuracy and veracity of the same before it is published or repeated. AM is not obliged to accept any requests to correct errors after the Advertisement/Listing is published or repeated and you shall be solely and fully responsible for such errors.

2.6.4 You understand that AM does not undertake to review the Content. The publication of any Advertisement/Listing will not be deemed to constitute an acceptance by AM that such Advertisement/Listing complies with the Purchasing Terms and the Policy of Acceptable Use.

2.6.5 In submitting the Content for the placement of an Advertisement/Listing, you represent and warrant that:

(a) you have abided by AM's Policy of Acceptable Use and Terms of Service (where applicable);

(b) you have the right to publish the Content without infringing the rights of any third party and without violating any law, in particular, that you have not used photographs provided by other users of the Website unless such photographs are provided under shared photographs;

(c) no photograph, video footage, virtual tour or material in the Content contains the watermarked logo or name of any of AM's competitors;

(d) you have obtained all necessary legal, regulatory and governmental approvals, licenses, consents and permits in relation to any promotional activity, including but not limited to lucky draws, contained in the Advertisement/Listing, if any;

(e) the Content is true, current and accurate, and does not provide any false information or misrepresent any law or fact, or overstate or convey a false impression of any relevant information;

(f) with respect to Listings posted through AgentNet, each Listing pertains to only one specific real property;

(g) you have obtained the necessary governmental, regulatory, and other licenses, consents, permits, and approvals necessary to carry on the business of a housing developer in Thailand, if you are placing the Advertisement/Listing in your capacity as a housing developer,

(h) you have obtained the necessary governmental, regulatory, and other licenses, consents, permits, and approvals necessary to carry on the business of a real estate agent in Thailand, if you are placing the Advertisement/Listing in your capacity as a real estate sales person, and that you have complied with the relevant codes of practice, ethics and conduct under whatever name for real estate agents in Thailand; and

(i) you have complied with all applicable laws, rules and regulations in the placement of the Advertisement/Listing, whether in the jurisdiction in which the Advertisement/Listing is placed, or the jurisdiction in which the targeted audience of the Advertisement/Listing resides.

 

2.6.6 With regard to any third party websites that may be linked through the Content, you shall ensure that the third party website is relevant to the Content, and that the third party website is not a website providing auctioneering or advertising services.

2.6.7 You hereby grant AM, including its employees, sub-contractors or agents, a non-exclusive and non-transferable license to edit, amend or otherwise correct any Content.

2.6.8 You shall ensure that the all Listings are placed in categories that best describes the services that you are providing. AM reserves the right to re-locate the Listing to the correct category. For example, a Listing concerning the sale of a property should be placed under the "For Sale" category, while a Listing concerning the rental or the letting of a property for rental should be placed under the "For Rental" category.

2.6.9 AM reserves the right to remove any Advertisement/Listing that does not comply with the Purchasing Terms, or upon request by law enforcement or government agencies, without providing reasons or prior notice to you.

2.6.10 You understand that AM may from time to time make changes to the format and layout of its Newsletter or Website without prior notice to you. This may result in changes to the format or layout of your Advertisement/Listing. However, AM shall not make any changes to the content or size of your Advertisement/Listing.

2.6.11 You may, at any time, request that AM withdraw any Advertisement/Listing that has been published. However, AM is not liable to refund to you any fees that you have paid for the withdrawn Advertisement/Listing. You understand that in certain circumstances, a withdrawal of a published Advertisement/Listing is not feasible (e.g. where an offline Newsletter has been published). Where AM is agreeable to withdraw the published Advertisement/Listing, AM shall be entitled to charge you administrative fees (at its sole discretion) for such withdrawal.

2.6.12 The use of HTML tags, bots or any means other than those provided on the Website is a violation of the Purchasing Terms and may result in AM deleting your Listing. Continued violation of this Clause may result in suspension or termination of your Account (as defined in Section 7 (AgentNet Account)) and forfeiture of the remainder of your Product.

2.6.13 Listings should only be posted via AgentNet directly by the authorised user of AgentNet. The use of third party services or third party software to post Listings is strictly prohibited and is a violation of the Purchasing Terms and may result in AM deleting your Listing. Continued violation of this Clause may result in suspension or termination of your Account (as defined in Section 7 (AgentNet Account)) and forfeiture of the remainder of your Product.

2.7 Use of Content.

To the fullest extent permitted under applicable law:

2.7.1 you grant to AM an irrevocable, non-exclusive, royalty-free, worldwide right to use, copy, modify, adapt and/or manipulate the Content for purposes including but not limited to public performance or display, or AM's marketing or distribution or placement of Advertisement/Listing on other mediums other than the Website or the Newsletters.

2.7.2 you agree and consent that AM may use your name and photograph (if any) for the purposes of AM's marketing or distribution activities.

2.8 You shall indemnify and hold harmless AM and its affiliates, employees, agents, contractors, directors, officers and third party providers from all liabilities, demands, costs and expenses (including legal expenses) arising in connection with any Content, including but not limited to the publication of the Content.

 

  1. DATA/RESEARCH PRODUCTS

 3.1 Section 3 (Data/Research Products) pertains to Products of AM that allow you to access data, statistical information and analyses of data pertaining to real estate trends  (for the purposes of this Section 3 (Data/Research Products), "AM Research Data"). AM Research Data may be made available via the Website, Newsletter, or any other medium as may be determined by AM from time to time.

3.2 Pursuant to discussions with you, AM may provide to you customised data/research products, in accordance with your preferences or requirements that you have conveyed to AM.

3.3 Restrictions of use of AM Research Data:

3.3.1 The contents of AM Research Data shall not be reproduced, republished, uploaded, posted, transmitted or otherwise distributed in any way, without the prior written consent of AM.

3.3.2 In the event that you wish to distribute the AM Research Data or use the AM Research Data in any way, you should submit your request to AM in writing, stipulating the AM Research Data that you intend to use, intent of use, manner of use, time frame of use and identity of the user. You understand that AM is not obliged to accept your request.

3.3.3 You may view, download and print the AM Research Data if:

(a) the AM Research Data is used solely for your internal business purposes or personal use (as the case may be), and is not distributed to a third party;

(b) no alterations, additions or modifications are made to the AM Research Data; and

(c) due acknowledgement is given to "PropertyGuru Ltd" and citing the sources for the relevant data extracted.

3.3.4 Where reproduction of the AM Research Data is permitted, you must ensure that no analysis or transformation of the AM Research Data may be presented in a manner which suggests or is likely to lead to the belief that the analysis or transformation of the AM Research Data is attributable to AM.

3.3.5 You must not use the AM Research Data for purposes deemed to be inappropriate and/or misleading. Such instances include, but are not limited to:

(a) presenting the AM Research Data in a misleading or incorrect manner, or misrepresenting the data; or

(b) using the data to promote or support any illegal activities.

3.3.6 Your use of the AM Research Data shall adhere to the Policy of Acceptable Use.

3.4 AM owns all intellectual property rights in the AM Research Data. AM hereby grants you a non-exclusive and revocable license to use the AM Research Data for your internal business purposes or for personal use, as the case may be.

3.5 The AM Research Data must not be used for any official or commercial purpose or as a substitute for professional advice. It is provided "as is" and AM gives no warranty as to its accuracy. AM shall not, in any event, be liable for any claims, damages, losses, expenses, costs or liabilities whatsoever (including, without limitation, any direct or indirect damages for loss of profits, business interruption or loss of information) resulting or arising directly or indirectly from your use of the valuation provided. It is reasonably expected that you should seek professional advice before entering into any transaction.

3.6 AM reserves the right to modify, alter or withdraw the AM Research Data at any time, for any reason whatsoever, without notice to you.

 

  1. MICROSITE CREATION SERVICES

4.1 Section 4 (Microsite Creation Services) shall apply to all Product(s) allowing for the building and/or customisation of a microsite based on a webpage template provided by AM or the porting of your existing website as a microsite on the Website. For the purposes of this Section 4 (Microsite Creation Services), the microsite, as built or customised for you or as ported to the Website, shall hereinafter be referred to as the "Microsite". You understand that you shall be solely responsible for the maintenance of the Microsite.

4.2 Intellectual property rights:

4.2.1 You shall own all intellectual property rights in the content that you have supplied for the purposes of the Microsite (for the purposes of this Section 4 (Microsite Creation Services), "Customer Content"). You hereby grant to AM a non-exclusive, perpetual and irrevocable right to use the Customer Content for AM's marketing purposes.

4.2.2 AM owns all intellectual property rights in the webpage templates and any other content/material (for the purposes of this Section 4 (Microsite Creation Services), collectively "AM Content") that it provides to you for the purposes of building and/or customising the Microsite. AM grants to you a non-exclusive and revocable license to use the AM Content for the purposes of creating and maintaining your Microsite.

4.2.3 You acknowledge that you have sole responsibility for the use of any third party intellectual property rights included in the Customer Content.

4.3 You represent and warrant that:

4.3.1 you have the right to publish the Customer Content without infringing the rights of any third party and without violating the law;

4.3.2 the Customer Content abides by AM's Policy of Acceptable Use;

4.3.3 the Customer Content is true, current and accurate, and does not provide any false information or misrepresent any law or fact, or overstate or convey a false impression of any relevant information;

4.3.4 you have obtained the necessary governmental, regulatory, and other licenses, consents, permits, and approvals necessary to carry on the business of a housing developer in Thailand, if you are disseminating the Content in your capacity as a housing developer;

4.3.5 you have obtained the necessary governmental, regulatory, and other licenses, consents, permits, and approvals necessary to carry on the business of a real estate agent in Thailand, if you are disseminating the Content in your capacity as a real estate sales person, and that you have complied with the relevant codes of practice, ethics, and conduct under whatever name for real estate agents in Thailand; and

4.3.6 you have complied with all applicable laws, rules and regulations in the publication of the Customer Content.

4.4 Disclaimers:             

 4.4.1 AM will not be responsible for the accuracy and/or functionality of the Customer Content in the form in which it is provided to AM or as modified upon and in accordance with your instructions for inclusion on the Microsite.

4.4.2 AM will not be responsible for your failure to provide any services being promoted on the Microsite.             

4.4.3 You understand that AM does not undertake to review the Customer Content. The inclusion of the Customer Content by AM on the Microsite or the continuous availability of the Microsite to members of the public will not be deemed to constitute an acceptance by AM that such Microsite, Customer Content and any third party websites linked through the Microsite complies with the Purchasing Terms and the Policy of Acceptable Use.

4.5 AM reserves the right to takedown or remove access to any Microsite that does not comply with the Purchasing Terms, without notice or liability to you.

4.6 You shall indemnify and hold harmless AM and its affiliates, employees, agents, contractors, directors, officers and third party providers from all liabilities, demands, costs and expenses (including legal expenses) arising in connection with any Customer Content, including but not limited to the posting and/or transmission of Customer Content on the Microsite.

 

  1. EDM and SMS CAMPAIGN

5.1 Section 5 (EDM and SMS Campaign) shall apply to all Product(s)  relating to the conduct of marketing services via EDM and SMS, as may be provided by AM from time to time.

5.2 For the purposes of this Section 5 (EDM and SMS Campaign), "Content" shall mean the content of an EMD and/or SMS and any other content and instructions supplied by you to AM, that are reasonably required by AM in order to send the EDM and/or SMS.

5.3 You shall be responsible to check and endorse all Content and the accuracy and veracity of the same before it is sent. AM is unable to retract any EDM and/or SMS that is sent.

5.4 You represent that:

5.4.1 the Content abides by AM's Policy of Acceptable Use;

5.4.2 you have the right to disseminate the Content without infringing the rights of any third party and without violating any law;             

5.4.3 the Content is true, current and accurate, and does not provide any false information or misrepresent any law or fact, or overstate or convey a false impression of any relevant information;             

 5.4.4 you have obtained the necessary governmental, regulatory, and other licenses, consents, permits, and approvals necessary to carry on the business of a housing developer in Thailand, if you are disseminating the Content in your capacity as a housing developer;

5.4.5 you have obtained the necessary governmental, regulatory, and other licenses, consents, permits, and approvals necessary to carry on the business of a real estate agent in Thailand, if you are disseminating the Content in your capacity as a real estate sales person, and that you have complied with the relevant codes of practice, ethics, and conduct under whatever name for real estate agents in Thailand; and

5.4.6 you have complied with all applicable laws, rules and regulations in the dissemination of the Content.

5.5 You grant to AM, including its employees, sub-contractors or agents, a non-exclusive and non-transferable licence to edit, amend or otherwise correct the Content prior to dissemination.

5.6 You understand that AM does not undertake to review the Content. The dissemination of the Content will not be deemed to constitute an acceptance by AM that such Content complies with the Purchasing Terms and the Policy of Acceptable Use.

5.7 You shall indemnify and hold harmless AM and its affiliates, employees, agents, contractors, directors, officers and third party providers from all liabilities, demands, costs and expenses (including legal expenses) arising in connection with any Content, including but not limited to the dissemination of the Content.

 

  1. NEWSLETTER SUBSCRIPTION

6.1 Section 6 (Newsletter Subscription) shall apply to all subscriptions to Newsletters that AM may publish from time to time.

6.2 Please ensure that all personal information that has been provided in the subscription of the Newsletter is true, accurate and current. AM is not liable for your failure to receive the Newsletter if such failure of receipt is due to an error in the personal information that you have provided.

6.3 In the event that you have subscribed for an online Newsletter, you shall be responsible for ensuring that the Newsletter gets to your inbox, for example, by adding emails from AM to a "safe" list.

6.4 In the event of a change in your personal information, please notify AM of such change through such methods specified by AM as soon as possible, to ensure that you do not experience a disruption in your receipt of the Newsletter. All changes to personal information shall take effect within 5 business days from the date on which AM is notified. AM is not liable for your failure to receive the Newsletter prior to the date on which the change to your personal information takes effect.

 

  1. AGENTNET ACCESS

7.1 This Section 7 (AgentNet Access) shall apply to all AgentNet accounts (for the purposes of this Section 7 (AgentNet Access), the "Account").

7.2 The Account is a personal account and may only be accessed by one user.

7.3 The Account may not be transferred to another user. You shall be liable for all transactions conducted using your Account if you disclose or share your account with another user.

7.4 You acknowledge that you are fully responsible for:

7.4.1 maintaining the confidentiality of your password; and

7.4.2 all activities that occur under your Account.

7.5 AM reserves the right to access your Account for moderation and/or investigation purposes at its sole discretion, without giving prior notice to you.

7.6 Your Account will only be activated when the Product that you have purchased has been fully paid for, and such payment has been verified by AM.

7.7 You understand that the Website may, from time to time, be undergoing maintenance and/or servicing. During such period, the Website and consequently, the Account, will be inaccessible.

7.8 All activities occurring under your Account must be in compliance with the Policy of Acceptable Use and with all applicable laws, rules and regulations.

7.9 AM reserves the right to delete any Listing in your Account that appears to be a test posting, recruitment, false, or otherwise insincere or non-serious Listing, without notice to you.

7.10 AM may, under certain circumstances and without prior notice to you, at its sole discretion, terminate, or suspend for such period as AM may determine, your Account and access to the Products that you have purchased. Cause for termination and suspension shall include without limitation:

7.10.1 In case of your extended periods of inactivity or if you fails to comply with any provision(s) and/or condition(s) of the Purchasing Term, AM may serve on you a written notice specifying the breach and requiring you - within 15 days - to remedy the said breach(es), and if you fail to comply with the written notice; or

7.10.2 With immediate effect and without prior notice upon occurrence of any of the event which shall include without limitation:

(a) your failure to make any payment that is due under the Purchasing Terms;

(b) request by law enforcement or other government agencies;

(c) your self-initiated Account deletions;

(d) your infringement of intellectual property rights of AM and/or others;

(e) your discontinuance or material modification to the services of the Website or part thereof; or

(f) unexpected technical or security issues or problem which make AM’s performance, including providing Product, under this Purchasing Terms impossible.

7.11 Termination or suspension of your Account shall result in:

7.11.1 removal of access to and barring of further use of all offerings of the Website and the Products;

7.11.2 forfeiture of all unutilised parts of the Product that you have purchased; and

7.11.3 deletion of your password and all Account related information, files, and content associated with or inside your Account (or part thereof).

7.12 Termination of your Account shall be without prejudice to any other rights or remedies AM may be entitled to under the Purchasing Terms, at law or in equity and shall not affect any accrued rights or liabilities nor the coming into or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.

 

  1. PERSONAL LISTING ASSISTANT SERVICE

8.1 The Personal Listing Assistant Service ("PLA Service") is a service that may be provided to certain Account (as defined in Section 7 (AgentNet Access)) users by AM.

8.2 The PLA Service is meant to provide assistance to Account users in uploading Listings.

8.3 To receive assistance through the PLA Service, you are requested to be ready to provide AM with:

8.3.1 your name and details of your Account; and

8.3.2 details of the Listings you wish to have uploaded, or alternatively a concise summary of the problem which you are experiencing in uploading a Listing.

8.4 In providing assistance to you, AM may:

8.4.1 ask for additional information for AM to help you with your enquiry; and

8.4.2 record all or part of telephone calls between you and AM for quality assurance and training purposes.

8.5 Although AM cannot guarantee that all problems encountered by users in uploading Listings will be resolved, AM will make reasonable efforts to provide assistance through the PLA Service in a professional manner.

 

  1. VIRTUAL TOUR VIDEOGRAPHY

9.1 Requests for professional videography services to create an interactive 360-degree virtual tour ("Virtual Tour") of a property for feature in a Listing ("Services") can be submitted to AM by email to sales@ddproperty.com or through such method as AM may specify from time to time. In submitting a request for Services, please provide the following information:

9.1.1 your name and company; and

9.1.2 the address and floor plan of the property.

9.2 AM may at its sole discretion reject your request for Services if you do not provide the information required by AM.

9.3 Prior to commencement of the Services, AM, through its authorised videographer ("Videographer"), will conduct an inspection of the property in your presence and the presence of the owner of the property. The Videographer will evaluate the property and make his recommendations on the Services to be carried out.

9.4 Upon agreement of the work to be done, you will verify that the specifications and order ("Order") prepared by the Videographer are correct before AM confirms and accepts your Order. If you cancel the request for Services after the inspection of the property has been carried out, you will be liable for any costs and expenses incurred by AM and the Videographer in carrying out the inspection of the property and/or preparing the Order.

9.5 You may indicate the preferred date(s) for the Videographer to carry out the relevant aspects of the Services which must be carried out in the property, subject to the availability of the Videographer. The Videographer will perform the Services in accordance with the specifications in the Order.

9.6 You shall be responsible for payment of all fees for the Services. AM reserves the right at its sole discretion to require you to make full or partial payment of the fees prior to the provision of the Services.

9.7 All payments for the Services shall be paid by telegraphic transfer to AM, or by any other mode of payment as notified by AM.

9.8 You will be responsible for obtaining the permissions required for AM, the Videographer, and their respective employees, agents or sub-contractors to enter upon the property for the purposes of inspecting the property pursuant to the request for Services and/or carrying out the Services.

9.9 Neither AM nor the Videographer shall be liable for any loss, damage, costs or expenses, arising directly or indirectly in connection with the performance of the Services, including, but not limited to, the failure of the Videographer, its employees, agents or sub-contractors to:

9.9.1 complete the Services in accordance with the specifications in the Order;

9.9.2 complete the Services by the deadline specified in the Order; or

9.9.3 ensure that the property and/or furniture in the property are protected from any damage that may arise from the performance of the Services.

9.10 You represent and warrant that you will:

9.10.1 not use the Services for any purpose, activity, or in any manner that is criminal, illegal or actionable;

9.10.2 not conceal or remove any trademarks, intellectual property rights, or rights management notices that have been placed by AM or the Videographer on the Virtual Tour; and

9.10.3 ensure that all uses of the Virtual Tour shall be in adherence to the Policy of Acceptable Use.