These terms do not apply for iPhone apps, eBooks and website publishing as defined on this page
. We will sign a separate agreement for these services with you.
Last updated on 11.08.2010.
Changes to the previous version:
Welcome to GuideGecko
Included clarifications for refunds and returns, especially the 100% Money Back Guarantee.
Changed the term "Guide" to "Guidebook".
Included clarifications for international GuideGecko domains in "Additional Terms for Affiliates".
Minor clarifications with respect to the rights granted to GuideGecko and the meaning of retail price.
Clarified ambiguities regarding Affiliates, including a clear definition of referral validity times (90 days).
GuideGecko is operated by Net Gecko Pte Ltd ("GuideGecko"). These Terms of Service are a binding Agreement ("Agreement") between you and GuideGecko regarding your use of the services provided to you via GuideGecko's website at www.GuideGecko.com, including all sub-domains and other domains with the same or similar content (collectively termed "Website"). You should understand, accept and agree to be bound by this Agreement before you continue to access and use this Website. If you do not agree, you should discontinue accessing or using this Website immediately.
GuideGecko is a community, platform and market place for travel, lifestyle and entertainment guides and Guidebooks. You may have different roles in your relationship with GuideGecko: "Publishers" are users (e.g. authors or publishers) that offer Guidebooks on GuideGecko's marketplace. "Book Owners" are users that own one or more physical copies of a Guidebook and offer them on GuideGecko's marketplace. "Customers" are users that order Guidebooks or other products and services available on GuideGecko's Website. "Affiliates" are users who promote Guidebooks available on GuideGecko's marketplace. All these and other users are collectively referred to as "Users".
(a) General Terms Legally Binding on all Users
(b) Additional Terms for Orders and Purchases
(c) Additional Terms for Publishers, Book-Owners and Affiliates
(d) Additional Terms for Publishers
(e) Additional Terms for Book-Owners
(f) Additional Terms for Affiliates
(g) Copyright and Intellectual Property Notice
1. Age and Other Requirements
Services provided by this Website are available only to individuals who have the capacity to enter legally binding contracts under applicable laws and are above 21 years old. If you are below the age of 21 years, you may only use this Website with the consent and involvement of a parent or guardian. If you do not qualify, please do not continue accessing or using this Website.
2. Use of GuideGecko-Account
Any registered user will have a GuideGecko account. In order to access your account, your need your email address or username, and password. You must keep your password confidential and you assume sole responsibility for all actions taken using your email address, username and password. You must notify us immediately if you suspect an unauthorized use of your account or other breach of security.
We may refuse certain usernames and passwords.
If it has come to GuideGecko's attention that you have breached any part of this Agreement or the law, or for whatever reason at GuideGecko's discretion we deem that your use of GuideGecko has been detrimental to the smooth operation of the Website, GuideGecko reserves the right and the sole discretion to terminate your account and ban you from using the Website.
You have to keep your profile and payment information up to date and accurate. Incorrect or misleading information about yourself will lead to immediate cancelation of the account and withholding of payouts.
You consent to receive communications in an electronic form (email notifications).
3. Website and Service Operations
GuideGecko, in its sole discretion, decides on the features, functions, availability, look and feel, fees, commissions and terms of the Website and all products and services offered by GuideGecko. Without limiting the foregoing, we may change any commissions, fees, payout terms or payout schedule and may charge other types of fees as we deem fit.
You agree to abide by the guidelines contained on the Website. The procedures, policies, and guidelines contained on the Website explain the processes and set out acceptable conduct and prohibited practices. We may change these procedures and guidelines in the future, and such changes will be effective immediately upon posting without notice to you. You should refer regularly to the Website.
4. Grant of Rights to GuideGecko
In this Agreement, "Other Submissions" refers to information, reviews, photos, videos, messages, stories, opinions, comments, queries or any other type of information or data submitted by any User on the Website, using means such as wikis, forums, blogs or bulletin boards provided on the Website. Other Submissions are distinct from and exclude Guidebooks. "Guidebooks" means the travel, lifestyle and entertainment guidebooks offered for sale by Publishers or Book Owners on this Website and includes the content, cover and description of the Guidebooks. "Content" refers to all content provided or submitted by any User including both Guidebooks and Other Submissions.
Rights granted for all Content:
We shall have the right but not the obligation to correct any errors or omissions in any Content, as we may determine in our sole discretion. You acknowledge that any screening of Content performed by GuideGecko is done as a courtesy only and GuideGecko bears no responsibility or liability for doing or not doing so.
Our Affiliates and we may use your Content in marketing material to promote the Guidebooks and the Website. These marketing materials will not include substantial portions of your Guidebook, but the description, some quotes and the cover may be used.
GuideGecko cannot be made responsible for any wrongdoings by a third party, including but not limited to infringements of your copyrights. If, in the opinion of GuideGecko, your Content is wrongfully used by a third party, you and GuideGecko will jointly decide on the steps to be taken regarding prosecution. If any third party takes legal action or makes any protest, claims or demands against GuideGecko in respect of your Content, you shall indemnify and hold harmless GuideGecko from and in respect of any costs and expenses that may be incurred by GuideGecko in responding to such legal action, protest, claims or demands including legal fees.
GuideGecko may sublicense these rights to its partners or Affiliates to allow such parties to use the Content in accordance with these terms.
Rights granted for Guidebooks:
You retain all your rights in your Guidebook, including copyrights. GuideGecko has no ownership in any of your Guidebooks.
You grant GuideGecko, its partners and Affiliates all rights required to perform the tasks as mentioned in this Agreement. This includes the worldwide rights to publish, promote, display, and offer for sale your Guidebook, to fulfill customer orders, to use your Guidebook for marketing and promotional purposes, and to produce and distribute free review copies, including but not limited to the press and other media. GuideGecko may sublicense these rights to its partners or Affiliates to allow such parties to use your Guidebook in accordance with these terms, for example to print and ship your Guidebook to Customers. You also grant Users of this Website the non-exclusive rights to view and link to your Guidebook in the manner permitted under this Agreement.
You may revoke the granting of these rights at any time.
We may convert your Guidebook into a print master and make minor modifications for technical reasons (e.g. bar code placement). We may add your Guidebook to catalogs and archives, and, in our sole discretion, create a reasonable number of units to hold in our inventory in anticipation of Customer orders. If we no longer wish to hold any or all of such inventory, we may destroy it at our cost and without obligation to you.
GuideGecko reserves the right to promote and distribute your Guidebook, but has no obligations to do so. With your approval, we may make parts of your Guidebook accessible to the public by promoting it with our Guidebook preview functionality.
With your approval, GuideGecko may introduce Digital Rights Management (DRM) to downloadable files, which may limit the Customer's ability to print or use the Guidebook, for example by limiting the number of devices to which a Customer can download a Guidebook in connection with a single purchase. GuideGecko does not have the ability to control any such DRM and makes no representations as to the efficacy of any such DRM, and cannot and will not be responsible for any failure of any such DRM. Unless agreed by GuideGecko in writing, you will not utilize DRM in any Guidebook that will be distributed by GuideGecko.
With your approval, GuideGecko may encode your Guidebooks in other formats (e.g. make e-books out of PDF files). This Agreement will also be valid for such other formats, including any commissions that are due to you.
Rights granted for Other Submissions:
All Other Submissions (Other Submissions do not include Guidebooks) become the sole property of GuideGecko. GuideGecko is free to use in any manner all or part of your Other Submissions on an unrestricted basis without the obligation to notify, identify or compensate you or anyone else. You also grant Users of this Website the non-exclusive rights to view and link to your Other Submissions in the manner permitted under this Agreement.
5. Accessing and Using the Website and Services
You may access, view and use all content and services made available to you by GuideGecko on this Website. You may not use the Website or service to compete with GuideGecko, or re-sell any products or services provided on this Website, in whole or in part without GuideGecko's express permission. You may not create derivative works, or download or copy the Website or its content (other than page caching) and you may not reverse engineer, decompile or disassemble any part of the Website. You may not compile, obtain, store or use product listings, descriptions, prices or other Users' data or information in any way besides as stated in this Agreement. You may not use robots or spiders to crawl this Website and may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.
6. Proprietary Content
Except for as otherwise mentioned, GuideGecko solely and exclusively owns all intellectual property rights and other rights in the Website, such as trademarks, service marks, logos, or other proprietary information including images, text, page layout, and form of the Website ("Proprietary Content"). All trademarks on the Website which are expressed to be or used in relation to parties other than GuideGecko are the property of their respective owners. You will not acquire any right, title or interest in any Proprietary Content.
By using this Website, you agree not to challenge such proprietary rights. Our Proprietary Content may not be used in connection with any product or service that is not ours or directly related to us, in any manner that is likely to cause confusion among Users, or in any manner that disparages or discredits us. You may not use our Proprietary Content or variations or misspellings thereof in domain names or URLs, meta-tags, hidden text, portals, search-, referral- or advertising-services (including but not limited to purchasing or registering keywords, search terms or other identifiers in any search engine or portal). You may not utilize framing techniques to enclose any of our Website or our Proprietary Content displayed on our Affiliates' websites without express written consent.
You are granted a limited, revocable, and nonexclusive right to create a hyperlink to any page on our Website so long as these links do not portray us, our users, affiliates, partners or their products or services in a false, misleading, derogatory, or otherwise offensive matter. You may not use any GuideGecko, licensor, subsidiary, affiliate, or other partner logo or other Proprietary Content as part of the link besides as stated in this Agreement or with express written permission.
GuideGecko owns the Guidebook templates we provide to Publishers to create their Guidebooks. Publishers may use the Guidebook templates provided by GuideGecko only for Guidebooks pursuant to this Agreement.
Copyright notices must always remain affixed to any copies. You may use our Proprietary Content only for its intended purpose. All other uses are prohibited, and no other rights are granted.
You may not use or disclose any "Confidential Information", except as specifically authorized under this Agreement. Confidential Information means any and all data, information, documents, software or materials relating to the business and management of GuideGecko, its Users, Affiliates, licensors or licensees, that is designated as confidential or ought reasonably to be considered confidential, including but not limited to: their business model and operations, processes, products, designs, pricing, promotions, business plans, business opportunities, finances, research, development, know-how, trade-secrets, training materials, personnel, identities or personal information of any kind pertaining to Users, clients, methodologies, Website content belonging to others and other intellectual property.
7. Information and Content You Provide
To the best of your knowledge, the Content that you submit to GuideGecko must not be false, inaccurate or misleading, and you must give accurate credits to the Content you submit. You must accurately describe the Guidebooks that you publish or list.
You may not misrepresent yourself or impersonate another person. If you include your own personal information in your Content, you grant us the authorization to disclose that information. You may not include any personal data, photos or contact information of any other person (including other Users and GuideGecko staff) in your Content without their explicit permission. Your Content will be considered non-confidential and GuideGecko is under no obligation to treat such Content as proprietary information.
You may not submit Content that infringes a third party's copyright, trademark, patent, trade secret, proprietary rights, privacy or any other intellectual property, personal or proprietary rights. By submitting your Content to GuideGecko, you certify that you own all proprietary rights to the Content or have received all necessary permissions, approvals and consent to use the Content from its owners. You must deliver copies of those approvals and consents to GuideGecko, if GuideGecko requests them.
You guarantee that you do not know of any third party rights which oppose or could oppose the use of your Content. There are no claims, demands or any form of litigation pending, or to the best of your knowledge, threatened with respect to any of your Content. You will use commercially reasonable efforts to maintain the rights to the Content, and you must remove Content and inform GuideGecko immediately in writing if claims are made against you due to the infringement of third party rights resulting from your Content.
Selling Content that is in the public domain is permissible through our services. We may request that you provide proof that your submitted material is actually in the public domain and may refuse public domain Content already available through our service or available through other retail sites.
You agree to bear all responsibility for your Content. In addition, you are solely responsible for ensuring you have back-ups or copies of your Content.
You are solely responsible for any compensation, royalties, etc. payable to third parties for the usage of your Content. You are also responsible for all other costs for creating the Content (e.g. travel, per diem, studio-costs). GuideGecko is not a member of collective bargaining agreement, and you are responsible for all union or guild rules, including any applicable payments.
You may not submit Content that is unlawful, obscene, harmful, threatening, harassing, defamatory, pornographic, abusive, violent, hateful or racially, politically, religiously or socially sensitive or in violation of this Agreement. You may not provide instructional information about illegal activities.
GuideGecko has the sole and absolute discretion to determine inappropriate Content and reserves the absolute right to reject or remove any Content submitted by you at any time without having to give any explanation for doing so. You will remain liable for all fees and other amounts that may be due under this Agreement in connection with any Content we remove because of violations of this Agreement. GuideGecko may prohibit links to any website if the website violates these terms.
You may not engage in "flaming", "trolling", or excessive bumping of threads in our forums or similar sections of the Website.
You may not unreasonably or disproportionately load this Website and you may not submit Content that contains computer viruses or any other software codes or programs that test, interfere, access without permission, disrupt the use and functioning or compromise the security of this Website or any other system. You may not attempt to gain unauthorized access to any other User's account, computer system or network associated with this Website.
8. Promotion of Content, Products and Services; Compliance with Law
You may not use any false or misleading marketing material to promote any Content, product or service available on the Website. You may not subvert the results of GuideGecko's directory or search engine with false, misleading or unnecessarily repetitive information.
You may only promote Content, products or services available on GuideGecko's Website in sections specifically set up for this purpose. You may not promote external content, products or services, and you may not contact Users for business outside of GuideGecko. Except as expressly approved by GuideGecko, commercial activities and/or promotions such as contests, sweepstakes, barter, advertising, or pyramid schemes are not allowed.
You will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over you, whether those laws, etc. are now in effect or later come into effect during the time this Agreement is in effect. Without limiting the foregoing, you agree that you will comply with all applicable laws that govern marketing email, including without limitation, anti-spam laws. You will not use any spam messages, blast-faxes or recorded telephone messages to promote, market or sell your Content, products or services.
You may not remove GuideGecko branding or any advertisements in your My GuideGecko section and you may not publish general terms and conditions for the end customer. You may not engage in solicitation of passwords or personally identifying information for commercial or unlawful purposes.
GuideGecko is not obliged to but may, from time to time monitor and review any information transmitted or received through this Website and reserves the right to sensor, edit, remove or prohibit the transmission or receipt of any information that GuideGecko deems inappropriate or in violation of this Agreement. During monitoring, the information may be examined, recorded or copied, and your use of this Website constitutes your consent to such monitoring, copying and review.
9. Limited Warranty and Disclaimer
GUIDEGECKO PROVIDES THIS WEBSITE AND ITS CONTENTS, FEATURES AND FUNCTIONALITIES ON AN "AS IS" AND AS AVAILABLE BASIS AND MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND, EXPRESSED OR IMPLIED, AS TO THE OPERATION OF THIS WEBSITE, OR THE LEGALITY, VALIDITY, ACCURACY OR COMPLETENESS OF INFORMATION RELATED TO OR DISPLAYED IN THIS WEBSITE INCLUDING, BUT NOT LIMITED TO, THE CONTENTS AND DESCRIPTION OF ANY GUIDEBOOK OR OTHER CONTENT, OR ANY FORM OF INTELLECTUAL PROPERTY DISPLAYED IN THE WEBSITE OR THAT THE PRODUCTS OR SERVICES AVAILABLE ON THE WEBSITE ARE AVAILABLE FOR SALE, ARE LAWFUL TO SELL, OR THAT CUSTOMERS, PUBLISHERS, BOOK-OWNERS, AFFILIATES, PARTNER, PARTNER STORES OR ANY OTHER USER WILL PERFORM AS PROMISED.
GUIDEGECKO DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A GENERAL OR PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY OR THIRD PARTY RIGHTS, SATISFACTORY QUALITY, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, TO THE FULLEST EXTENT PERMITTED BY THE LAW.
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES OR LIABILITY FOR CERTAIN TYPES OF DAMAGES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU.
GUIDEGECKO DOES NOT WARRANT THAT ITS SERVERS, THE USE OF THIS WEBSITE, OR ANY EMAIL SENT FROM GUIDEGECKO WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT DOWNLOADS WILL BE SUCCESSFUL. GUIDEGECKO ALSO DOES NOT WARRANT AS TO THE CONFIDENTIALITY OR PRIVACY OF ANY USER'S INFORMATION, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED OR THAT GUIDEGECKO'S SECURITY METHODS WILL BE SUFFICIENT. YOU ASSUME THE ENTIRE RISK AND COST OF USING THIS WEBSITE AND ITS CONTENT.
GUIDEGECKO IS NOT RESPONSIBLE FOR, AND DOES NOT WARRANT, REPRESENT OR ENDORSE ANY OTHER WEBSITES, PRODUCTS OR SERVICES DISPLAYED OR ADVERTISED BY A THIRD PARTY ON GUIDEGECKO'S WEBSITE VIA HYPERLINK, BANNER, OR ANY OTHER FORMS OF ADVERTISEMENT, WHETHER OR NOT SUCH A THIRD PARTY IS DESIGNATED AS A PARTNER OR PARTNER STORE OF GUIDEGECKO. YOU HAVE TO ASSUME ALL RISKS AND THE SOLE RESPONSIBILITY TO EXERCISE YOUR JUDGEMENT WHEN USING OR PERFORMING ANY KIND OF TRANSACTION WITH THE THIRD PARTY PROVIDERS OF THE WEBSITES, PRODUCTS OR SERVICES INCLUDING ANY PARTNER STORE OF GUIDEGECKO.
GUIDEGECKO IS NOT RESPONSIBLE FOR, AND DOES NOT WARRANT ANY USE OF CONFIDENTIAL OR PRIVATE INFORMATION BY CUSTOMERS, PUBLISHERS, BOOK-OWNERS, AFFILIATES, PARTNER, PARTNER STORES OR ANY OTHER USER.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY ANY USER FROM GUIDEGECKO OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
10. Limitation of Liability
TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, GUIDEGECKO OR ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS OR LICENSEES SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY CLAIMING THROUGH YOU FOR LOSSES OR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COMPENSATORY, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, SERVICE INTERRUPTION, COMPUTER FAILURE, OR PECUNIARY LOSS) RELATING TO OR AS A RESULT OF YOUR USE OF OR THE INABILITY TO USE THIS WEBSITE OR SERVICE, OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, GUIDEGECKO'S WEBSITE OR GUIDEGECKO'S SERVICES, ANY GOODS OR SERVICES PURCHASED ON THIS WEBSITE OR THE WEBSITE OF AFFILIATES, OR ANY ACTS OR OMISSIONS OF AFFILIATES, BOOK-OWNERS, PUBLISHERS, PARTNERS OR USERS, OR THE CONTENTS OF ANY GUIDEBOOKS OR OTHER SUBMISSIONS, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER GUIDEGECKO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, THE MAXIMUM AGGREGATE LIABILITY OF GUIDEGECKO TO YOU SHALL BE LIMITED TO THE FEE YOU HAVE PAID TO GUIDEGECKO, BUT IN ANY EVENT WILL NOT EXCEED ONE HUNDRED ($100.00) SINGAPORE DOLLARS. ANY ACTION UNDER THIS AGREEMENT MUST BE COMMENCED WITHIN ONE YEAR AFTER SUCH CAUSE OF ACTION OCCURS OR OTHERWISE IT WILL BE WAIVED.
SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF GUIDEGECKO OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS OR LICENSEES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
YOU AGREE THAT YOUR USE OF THIS WEBSITE WILL BE SOLELY AT YOUR OWN RISK.
You agree to defend, indemnify and hold harmless GuideGecko or any of its directors, officers, employees, shareholders, partners, agents or licensees from all claims (including, but not limited to, claims from third parties), liability, losses, damages, costs and expenses (including reasonable legal fees), taxes or the collection, payment or failure to collect or pay taxes due to or in connection with (a) your breach of or non compliance with any part of this Agreement, (b) your own website or other sales channels or the products that you sell, or (c) use or inability to use this Website by you or any of your employees, contractors, employers, agents, clients, or any one authorized to act on your behalf, or (d) arising from or related to the Content or Guidebooks you have published, uploaded or offered for sale on this Website.
GuideGecko controls the defense, settlements and resolution of any claim at the sole expense of
the User. GuideGecko is entitled to advance payment from the User to the amount of the estimated defense costs and GuideGecko may withhold payments otherwise due to the User if the User has to indemnify GuideGecko under this Agreement.
12. Governing Law, Jurisdiction and Miscellaneous
This Agreement shall be governed in all respect by the laws of the Republic of Singapore without reference to its conflicts of law principles. The United Nations' Convention on Contracts for the International Sale of Goods shall not apply. All disputes arising out of or in connection with this Agreement shall be heard and settled exclusively before the courts of the Republic of Singapore. Notwithstanding the foregoing, GuideGecko may also sue customer according to the opinion of GuideGecko at their resident court. GuideGecko may seek equitable relief, including, without limitation, injunctive relief and specific performance, without the requirement of posting a bond or other security or proving money damages are insufficient, from a court of competing jurisdiction. A party that primarily prevails in an action brought under this Agreement is entitled to recover from the other party its reasonable attorneys fees and costs.
If there is a dispute between you and any third party, GuideGecko is under no obligation to become involved; however, GuideGecko reserves the right to monitor disputes between you and other Users.
Email communication serves as notice "in writing" when required by applicable law. E-mail notices are deemed received the business day after transmission if properly addressed to the intended recipient.
The failure or delay of GuideGecko to act on or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Headings in this Agreement are for the convenience of reference only. Words indicated in quotes and capitalized signify an abbreviation or defined term for indicated words or terms, including those definitions contained in the opening paragraphs. If a court should find that one or more rights or provisions in this Agreement are invalid, the remainder of the Agreement will be deemed to continue and be fully enforceable and the invalid provisions will be replaced by provisions which in the sole opinion of GuideGecko are valid.
This Agreement is the entire understanding of the parties and supersedes all prior and contemporaneous agreements. No remedy or election shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.
This Agreement does not create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and GuideGecko. Neither party shall make or accept any offers or representations on each other's behalf, nor will either party make any statement which reasonably could be interpreted to contradict this section, including by expressing or implying that we support, sponsor, endorse, or contribute money to any charity or other cause.
Nothing expressed or mentioned in or implied from this Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect of this Agreement. This Agreement and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of GuideGecko, you, and relying Customers, Publishers, Book-Owners or other Users.
BECAUSE GUIDEGECKO IS NOT INVOLVED IN TRANSACTIONS BETWEEN CUSTOMERS AND BOOK-OWNERS, PUBLISHERS, AFFILIATES OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH OF YOU RELEASE GUIDEGECKO (AND ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS OR LICENSEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
GuideGecko shall not be liable for any failure to perform its obligations where such failure is as a result of acts of nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalisation, government sanction, blockage, embargo, labour dispute, strike, lockout or interruption or failure of electricity, or telephone service or internet connection. For the avoidance of doubt, Guidegecko is not liable to any Customer for any failure to complete a download, any interrupted or successful downloads of any Guidebooks.
Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The Tribunal shall consist of one arbitrator(s) to be appointed by the Chairman of the SIAC. The language of the arbitration shall be the English language. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
13. Modification of Agreement
GuideGecko reserves the right to modify or revise this Agreement from time to time. For any changes, GuideGecko will post a notice of change prominently on this Website or update these Terms of Service, and thereafter the changes will become effective, with the effective date displayed within this Agreement. You should check this Website regularly to keep yourself updated.
Your continued access or use of this Website after the notice of change is posted will constitute your acceptance to the revised or modified Terms of Service Agreement.
14. Cancellation or Termination
This Agreement is valid for an unlimited amount of time until terminated by either party.
You can delete the Guidebooks that you publish or list at any time without terminating your account. After a reasonable time for processing your deletion request, the deleted Guidebooks will be taken out from our Website directory and will not be available for Customer orders anymore.
You may also terminate this Agreement at any time. After a reasonable time for processing your request, we will delete all your Guidebooks from our Website directory and your Guidebooks will not be available for Customer orders anymore.
GuideGecko can, without any liability or obligation to you, terminate this Agreement any time without notice for any reason.
Upon termination, we will pay out to you any outstanding balance in your account, net of any applicable payout fees. We reserve the right to set off against any payments to be made to you, an amount determined by us to be adequate to cover charge-backs and refunds from your account for a prospective three-month period. You must immediately pay GuideGecko whatever fees were incurred prior to the effective date of the termination and destroy or return to GuideGecko any Confidential Information provided by GuideGecko under this Agreement.
Other Users who have purchased or ordered Guidebooks that you have published will still have your Guidebooks available for download in their My GuideGecko section and all rights to Guidebooks acquired by Customers will survive termination or deletion. Orders that are pending at the time of termination or deletion will be fulfilled, and GuideGecko will pay you all applicable commissions on such orders. Your Guidebooks may remain in archives and backup systems, and we may keep archival copies of the printed Guidebook. If you have previously allowed the usage of your Guidebooks in derivative works, these derivative works and all existing rights on such works will remain unchanged and available. However, we will not use your Guidebook for future derivative works. Termination or expiration of this Agreement or deletion of Content shall not alter or affect the rights granted to licensees or sub-licensees by GuideGecko pursuant to this Agreement.
GuideGecko has no other rights to deleted Guidebooks other than above.
Upon termination of this Agreement, you will no longer be able to access your My GuideGecko section and hence, you will no longer be able to download the Guidebooks you ordered previously. Any permissions granted to you under this Agreement will terminate. GuideGecko will not hand over any Content to you and may delete your Content without liability. You must stop to represent yourself as a Publisher, Book-Owner, Affiliate or any other kind of User.
GuideGecko reserves the right to remove any Guidebook or Content posted or submitted by you at any time if, under the sole discretion of GuideGecko, there is a breach of any provisions stated in this Agreement and prohibit you from publishing or listing Guidebooks. If we determine, in our sole discretion, that you failed to comply with any provision in this Agreement, we may (without limiting any other rights or remedies available to us) withhold and/or charge-back any commissions otherwise payable to you under this Agreement and/or terminate this Agreement and your account, and ban you from using the Website and the services in the future. Your account may be deactivated during investigation of breach of this Agreement and payments may be withheld for the shorter of a period of 90 days following the initial date of suspension or completion of any investigation(s).
We may deem an account to be terminated and charge a termination fee equal to the account balance if we are unable to contact the User for 24 months at the contact information provided in his profile despite reasonable commercial efforts to do so (only if the User's account balance is below the minimum balance to initiate a payout or payouts are not successful).
Provisions of this Agreement with respect to uploaded Content, payment, commissions, service fees, disclaimers, limitation of liability, indemnification, confidentiality, proprietary rights and other provisions that by their nature and context are intended to survive the termination of this Agreement shall survive the termination of this Agreement to the extent that and as long as is necessary to preserve a party's rights under this Agreement that accrued prior to termination.
You may not assign or transfer this Agreement or grant rights to any other party without GuideGecko's prior written consent.
This Agreement may be assigned or transferred by GuideGecko to any other party without restriction. GuideGecko may also engage the services of affiliates, sub-contractors or partners to perform any part of the services available on this Website.
In the event that there is any inconsistency between this Terms of Service Agreement and the references, the terms of this Agreement shall govern.
If you have any further questions, you may contact us at:
GuideGecko (Net Gecko Pte Ltd)
9 Lorong 28 Geylang #06-14
Telephone: +65 94555974
In this section, "You" refers to a Customer.
1. Orders from GuideGecko
Customers can order Guidebooks in a variety of formats, along with other products and services. When You order a Guidebook in electronic format (e.g. PDF download), the Guidebook will be provided for download in your My GuideGecko section. We may delete such Guidebooks from your My GuideGecko section after 30 days from the time of order. Therefore, You should download such Guidebooks immediately after ordering. Additional software, such as a PDF reader, may be required to access electronic Guidebooks. Some Guidebooks may be provided directly by the Publisher. In this case, you will receive an email with download instructions from GuideGecko or the Publisher. When You order a print on demand Guidebook, we will print the Guidebook and ship it to You. You may also combine several mix-and-match Guidebooks into a single book or purchase other Guidebooks on the Website. Customers have to pay the shipping and handling costs for all shipments as displayed on the Website.
GuideGecko is solely responsible for the complete order fulfillment and payment process as well as for all returns and refunds for all Guidebooks and other products and services ordered from GuideGecko. For the avoidance of doubt, orders from Book-Owners do not fall in this category.
If a physical product is defective or has been damaged prior to reaching its destination, we will either refund You in full or send You a replacement product. Please notify us before returning the item. You must give us notice within 14 days after receipt of the item. We can only accept returns for physical products that are damaged or defective and we decide in our sole discretion if we provide You with a replacement copy or refund your payment.
We offer a 100% Money Back Guarantee for downloads of independent guidebooks. Independent guidebooks are marked by "Published on GuideGecko" and the "100% Money Back Guarantee" notice on the book description page. To claim this refund, you need to contact us within 48 hours after completing your order. Your payment will be refunded to your credit card. Please allow 4-6 weeks for the money to appear on your credit card statement. You can claim this guarantee once per year. We are not able to accept returns for other downloaded products.
Our Guidebooks are provided by independent Publishers. Therefore, we cannot guarantee for the quality of the design and content of such Guidebooks, and You agree that differences from traditional books do not constitute a defect. We may deviate from the product descriptions as far as this deviation is reasonable, e.g. because of fluctuations customary in trade and technical production processes.
You may resell a physical product, but resale of downloaded products is not allowed. Other profit from physical or downloaded products is not allowed. Unless otherwise stated in the license for a particular product, You may only use the downloaded product for yourself, and may not copy the product for others or make it available so that others can copy it. Without limiting the foregoing, You may not upload or make available downloaded products on the internet or any other network. When stated, downloadable files may be equipped with Digital Rights Management (DRM), which may limit your ability to print or use the Guidebook, for example limit the number of devices to which You can download the Guidebook in connection with a single purchase.
You may only use the Guidebooks and their content for your private use and as specified in this Agreement. Other uses are not allowed. The Publisher retains his copyrights and other proprietary rights in the Guidebooks and none of these rights are transferred to You. You may not remove or obscure any proprietary rights notice in the Guidebook and its content.
You are considered the importer of record and must comply with all laws and regulations, including import or export regulations and bear any charges for customs clearance (e.g. import duties and taxes).
Prices are determined on the day of your order. We decide on and select a shipping method for which we can reasonably expect to meet our non-binding shipping-times as stated on the Website. We are entitled to partial shipments and may supply less than the ordered quantity. We also reserve the right to reject any received order for any reason.
The 'offers' contained on the Website represent a non-binding invitation for the Customer to place an order with GuideGecko. By filling out and sending an order form on the internet, the Customer makes a binding offer for a contract of sale or, as the case may be, a contract for work and materials. GuideGecko sends an order confirmation via email to the Customer. The order confirmation does not represent an acceptance of the offer, but shall only acknowledge to the Customer that the order was received by GuideGecko. The contract is only accepted when GuideGecko ships the ordered product to the Customer and confirms the shipment (shipment confirmation) to the Customer in a second email or enables the download link in the Customer's My GuideGecko section. The information in the Customer's shipment confirmation is decisive for the type and scope of delivery.
All sales of physical products are made Ex Works (Incoterms 2000) GuideGecko's designated point of shipment, and title and risk of loss to each shipment of the products shall pass to You when GuideGecko makes such shipment available to a carrier.
Payment has to be made before the order is processed or the download is enabled. All goods remain the property of GuideGecko until full payment is made and the order is shipped. You agree to handle the products with care until the transfer of ownership to You. We may engage a third party for payment processing. You have to reimburse GuideGecko for all costs related to unsuccessful payments (e.g. unsuccessful direct debit). GuideGecko may assign defaulted claims to debt collection agencies and transfer your personal data to such agencies.
2. Orders from Book-Owners
When You order a new or used book from a Book-Owner (i.e. an owner other than GuideGecko or Partner Store), the order processing and shipment will be handled by the Book-Owner. GuideGecko helps facilitate the transactions and handles the payment, but is not the seller of the Guidebook and not involved in the actual transaction between the Book-Owner and You. GuideGecko is not the agent of and has no authority for either of you for any purpose. You will resolve any dispute directly with the Book-Owner. Book-Owners have no right to use or disclose your personal data other than to fulfill the particular transaction. Please read the section for Book-Owners for more details, including refund and return policies. Customers must request any refund and notify GuideGecko no later than 14 days after they are initially eligible for the refund.
3. Orders from Partner Stores
For your convenience, GuideGecko's Website may list guidebooks that are available in bookstores of GuideGecko's partners or other stores associated with GuideGecko ("Partner Stores"). When You order a book available from a Partner Store, You will be electronically transferred to the Partner Store to finalize your order.
Your order is processed and fulfilled by the Partner Store under the Partner Store's own terms and conditions. You are strongly advised to review such terms and conditions. Do not place any orders if You are not agreeable to any such terms and conditions. GuideGecko is not responsible for Partner Stores or for any orders placed with a Partner Store. The inclusion on this Website of any Partner Store is not in any way an endorsement of a Partner Store or any indication that they will perform their obligations under any transaction You may enter into with them. Any disputes must be addressed directly with the Partner Store.
4. Orders for Other Products and Services
GuideGecko and its partners may offer other products and services on the Website. Customers may be able to order such products and services either directly on the Website or on the website of a partner. GuideGecko is not responsible for any information, or products and services offered by or purchased from the website of a partner. In such cases, the order is processed and/or fulfilled by the partner under the partner's own terms and conditions. You are strongly advised to review such terms and conditions. Do not place any orders if You are not agreeable to any such terms and conditions.
1. Retail Price and Commissions
You can offer your Guidebooks to other users on this Website ("Customers"). You may set the retail price of your Guidebooks and receive a commission for each sale. The price you set acts as a suggested retail price, and GuideGecko, in its sole discretion, may adjust the retail price at any time without further notice, for example for (but not limited to) promotions and other sales incentives. When GuideGecko reduces the retail price, your commissions remain unchanged: Your earnings continue to be based on the initial retail price that you have set. When GuideGecko increases the retail price, your commissions will be increased according to the current commission-rate. The current commission-rate or transaction fee is published on the Website. Commission-rates may be different for different sales formats and are subject to change in the sole discretion of GuideGecko in the ordinary course of its business without prior notice by posting such changes on the Website.
Please note that Customers will be deemed to be customers of GuideGecko.
The retail price that you set must be at or below the price at which you offer the Guidebook via any other sales channel or distribution method. GuideGecko may impose a certain minimum price to cover transaction costs.
2. My GuideGecko Section
The My GuideGecko section on the Website allows you to keep track of your orders, commissions and sales statistics, payouts and account balance. You may also edit your public profile, payment and general settings, and add, modify or delete any Guidebook you offer.
The number and amount of transactions, payouts and debits, as calculated by GuideGecko, shall be final and binding on you.
For the avoidance of doubt, GuideGecko is not obliged to provide any or all of the above features and functionalities to all or any of its Users, and may modify, amend, suspend or withdraw any such features at any time.
3. Payment of Commissions
GuideGecko will pay you your commissions using such means and procedures as may be determined by GuideGecko at its sole discretion and as stated in this Agreement. GuideGecko will collect payment from Customers and pay commissions to Users in US dollars (USD) or such other currency as GuideGecko may determine from time to time.
GuideGecko checks your account balance on the first business day of each month and triggers a payout whenever your account balance has reached the minimum payout. If your account balance is less than the minimum payout, your balance will be carried over to the next month. You can set your minimum payout to any value, provided it meets the minimum threshold as indicated on the Website. GuideGecko initiates your payout within 45 days after the end of the calendar month in which the Customer payments have occurred. GuideGecko may pay out amounts less than the minimum account balance if it deems fit.
Any cheque mailed to you is only valid for 90 days from its issuance. You may request a reissuance of a check only if such check was cancelled. A fee of 10 USD applies for reissued checks.
You are responsible to provide GuideGecko with current and valid payout information. We may stop payouts if you are not reachable at the contact information provided in your profile and will resume payouts only after you have updated your payment details and notified us. Any changes to your bank or payout information must be received by GuideGecko at least one week before the next scheduled payout will take place.
Your commissions will be net of: (i) applicable taxes or other withholdings required by applicable law; (ii) bad debts or other uncollectible sums; (iii) legal and other reasonable fees incurred in enforcing this Agreement; (iv) where applicable, fees payable to financial institutions or payment service providers for the processing of the payout; and (v) any amounts owed by you to GuideGecko under this Agreement or otherwise. Without limiting the generality of the foregoing, we are entitled to set-off against any amount owing to you, all amounts to which we are or may be entitled under this Agreement or otherwise at law, including withholding amounts as security for any pending or threatened claim relating to any matter which is the subject of a representation, warranty or indemnity from your side under this Agreement. If a wire transfer is returned due to a closed account, you will be debited for any bank fees that are incurred.
The payout shall be considered as an advance, and may be adjusted to compensate for customer refunds, fraudulent credit card use or bad debt of the customer. You may have a negative balance if your account is debited by such amounts and you do not have an adequate account balance to cover the debited amounts. When you have a negative balance, you must immediately remit payment to GuideGecko in an amount sufficient to bring your account to a zero balance, or your account is subject to 1.5% interest per month, compounded monthly.
If we reasonably conclude based on information available to us that the actions and/or performance of a User in connection with the services may result in a significant number of Customer disputes, charge-backs or other claims, then we may, in our sole discretion, delay initiating any payouts and withhold any payouts to be made that are otherwise due to the User in connection with the services or this Agreement for the shorter of a period of 90 days following the initial date of suspension or completion of any investigation(s) regarding the User's actions and/or performance in connection with this Agreement.
4. Customer Orders
GuideGecko is solely responsible for processing payments, payment collection and related customer service. Customers are deemed to be GuideGecko's Customers, and we will have sole ownership and control of all data obtained from Customers and prospective Customers. All provisions of section (b) (Additional Terms for Orders and Purchases) apply.
GuideGecko may, in its sole discretion, reject or refund any received Customer order for any reason and waive, reduce, or reverse charges or fees for a specific transaction.
We may, but are not required to, impose transaction limits on some or all Customers and other Users relating to the value of any transaction or disbursement, the cumulative value of all transactions or disbursements during a period of time, or the number of transactions per day or other period of time. We will not be liable to you if we do not proceed with a transaction or disbursement that would exceed any limit established by us for a security reason, or if we permit a Customer to withdraw from a transaction because the service is unavailable following the commencement of a transaction.
5. Taxes and Other Obligations
You are solely responsible for any and all taxes, such as any tax or levy on any income derived from the sale of any Guidebooks or books on this Website or any goods and services or value added tax that may be chargeable on the sale of the same, whether imposed by the laws of your country of residence, the laws of the country of the Customer, the laws of the Republic of Singapore or any other legal system. GuideGecko may automatically charge and withhold taxes for any transactions where it may be required by the laws of any applicable jurisdiction to do so.
GuideGecko is not obligated to and shall not provide you with tax and/or legal advice. If GuideGecko provides you with information, the information shall not be deemed tax or legal advice, and GuideGecko shall not be responsible for the accuracy of such information.
6. Review and Rating System
To facilitate and enhance the shopping experience of customers, you agree to participate in a review and rating system that allows Users to rate your service and the Guidebooks you publish.
1. Publishing Platform
You may upload your Guidebook in electronic form via GuideGecko's publishing platform and can publish your Guidebook in a variety of formats.
2. Electronic Formats (e.g. PDF download)
When a Customer orders a Guidebook in electronic format, it will be provided for download in his My GuideGecko section. You may choose to offer electronic Guidebooks free of charge, in which case you do not receive a commission and GuideGecko does not charge a service fee.
3. Print on Demand (e.g. Paperback)
When a Customer orders a print on demand book, it will be printed by GuideGecko or its partners and shipped to the Customer. The Customer has to pay the shipping and handling charges. We may require you to order and accept a proof-copy of your Guidebook before we activate it for Customer orders.
4. Wholesale and Retail Bookstores (Online-Bookstores, Brick & Mortar-Bookstores)
Upon mutual Agreement between you and GuideGecko, GuideGecko may include your Guidebook in the "Wholesale and Retail Program". Books in the Wholesale and Retail Program will be available for purchase in wholesale and retail bookstores. This may include online bookstores as well as brick-and-mortar bookstores. GuideGecko may agree (but is not obliged) to provide an ISBN for your Guidebook. Alternatively, you may also provide your own ISBN. If GuideGecko provides the ISBN, you will transfer all rights administrated by collection societies to GuideGecko.
The Publisher and GuideGecko will agree on a wholesale price and a commission for the Publisher. The Publisher will receive the agreed commission for each sale of the Guidebook through the Wholesale and Retail Program.
GuideGecko may charge a fee to include a book in the Wholesale and Retail Program and for providing an ISBN or integrating the ISBN of the Publisher. GuideGecko may limit the availability of Guidebooks in the Wholesale and Retail Program to certain stores and markets, for example based on the location of the store.
5. Mix and Match
You can choose to offer your Guidebook as a part of a mix-and-match book. If you do so, a Customer may combine one or several of such Guidebooks of one or several authors into a single mix-and-match book. Therefore in choosing to make your Guidebook available as a part of a mix-and-match book, you grant all rights that may be necessary to GuideGecko to combine your mix and match Guidebooks with other Guidebooks.
The book will be handled in the same way as a print on demand book. The respective Publishers set the retail price for their (partial) Guidebook, and the total price of the mix-and-match book is the sum of these retail prices. Each Publisher is paid his share of the total commission.
6. In-Guidebook Ads Program
We may (but are not obliged to) offer an "In-Guidebook Ads Program" to place third party advertisements inside your Guidebooks. You may accept or reject the inclusion of your Guidebook in the In-Guidebook Ads Program.
You will receive a commission for third party advertisements placed in your Guidebook. Such advertising commissions are based on mutual Agreement between you and us, and may be paid on a one-time or periodical basis, or for each sale of a Guidebook. Advertising commissions are paid on top of your regular sales-commissions as a Publisher.
You need written approval from GuideGecko to place your own or any third party advertisements (including paid listings) in your Guidebooks.
1. Book Listing
You can offer new and used guidebooks for sale on GuideGecko by listing them in our platform. When a Customer orders your book, we will send you an email with all necessary information of the Customer to fulfill and ship the order.
The Order will also be placed in your My GuideGecko section. Due to the unreliability of e-mail transmissions at times, the My GuideGecko section is the source of record for open orders. Therefore, we require that you check your My GuideGecko section once a day for open orders.
You are responsible for keeping your listings up to date and must have the books in your inventory at all times while they are listed on GuideGecko. Your listings may not contain any information not related to the item's description or condition, including but not limited to your contact information such as phone number, URL, or e-mail address.
The Book-Owner agrees to comply with all applicable laws relating to sale of the Guidebooks he lists, including but not limited to import and export laws and prohibitions on the sales, distribution or offering for sale of specific items. The Book-Owner agrees that he is responsible for determining whether sales or any taxes apply to the transaction and GuideGecko has no responsibility in this regard.
2. Customer Information and Communication
You agree that you will not use or disclose the Customer information for any purpose other than to fulfill and ship that particular order.
We ask that you reply to any Customer inquiries within 2 business days.
3. Unacceptable Books and Returns
You must accurately describe your book, including its condition. A book may be returned to you at your expense if the book differs substantially from your description. Books that are moldy, badly stained, or unclean, are incomplete or have obscured text, and books without covers, should not be listed for sale unless specifically described as such. Books that are distributed for promotional use, including advance reading copies, uncorrected proof copies (until published) and photographed materials, unauthorized reprints or counterfeit, stolen, illegal or fraudulent items should not be listed for sale. Any of the above may be returned to you at your expense.
It is your responsibility to ensure that items are received in the same condition in which they were described and shipped. Items damaged in transit may be returned to you at your expense
4. Order Processing and Shipping
Once a Customer places an order, you have to handle the order within 2 business days and ship the ordered books directly to the Customer, using a shipping method that matches the conditions of the shipping method selected by the Customer. The Customer pays a standardized shipping and handling fee, which depends on your and the Customer's location, the shipping method (selected by the Customer) and the number of books ordered.
You will provide to GuideGecko (using the processes and timing that we designate) any requested information regarding shipment, tracking (to the extent available) and order status, and we may make any of this information publicly available.
The inclusion of extraneous materials - especially marketing materials - in a shipment may offend or annoy customers. Therefore, including any extraneous materials in shipments is forbidden. If we receive a complaint relating to your shipments regarding extraneous materials, we may take any action that we deem appropriate in our sole discretion, including without limitation issuing a warning, immediately terminating any pending sales, or immediately terminating your account.
You set the retail price for the items you sell. You agree to sell the items at this retail price, and to complete the transaction as described in this Agreement. You acknowledge that by not fulfilling these obligations, your action or inaction may be legally actionable.
You will receive the retail price minus a service fee as stated on the Website, plus the full standardized shipping and handling charges paid by the Customer.
All payments for sales through GuideGecko are processed by GuideGecko. You may not invoice or ask for additional fees from a Customer in a transaction through GuideGecko for any reason.
You may refund the Customer through GuideGecko for up to the entire purchase amount. You must provide a full refund via GuideGecko to the Customer if the order cannot be shipped within 2 business days. You must provide the refund promptly, but in no case later than 14 days following the close of the sale. Any Customer who believes he may be entitled to a refund on this basis can contact the Book-Owner directly.
Customers who receive their order after the "expected to arrive by" date may request a refund of the shipping cost. If the Customer's request for a shipping refund is approved by GuideGecko, you may be debited for that shipping cost. If a Customer claims non-delivery after 30 days from the ordering date and you cannot prove the delivery, you will be debited the entire order and shipping credit.
We reserve the right to seek reimbursement from the Book-Owner if we, in our sole discretion, decide to reimburse the Customer under the terms of this Agreement, provide a refund to the Customer if the Book-Owner cannot promptly deliver the items, discover erroneous or duplicate transactions, or receive a charge-back from the Customer's credit card issuer for the amount of the Customer's purchase from the Book-Owner. We may obtain such reimbursement by deducting from future payments owed to the Book-Owner, reversing any credits to the Book-Owner's account, charging the Book-Owner's credit card, or seeking such reimbursement from the Book-Owner by any other lawful means. The Book-Owner authorizes GuideGecko to use any or all of the foregoing methods to seek reimbursement, including the debiting of the Book-Owner's credit card or checking account.
For the avoidance of doubt, all provisions in this section are applicable to orders from Book-Owners only, and do not cover other orders, such as orders from GuideGecko.
7. Disputes and Role of GuideGecko
GuideGecko helps facilitate transactions and is not the buyer or the seller of the items. GuideGecko is not involved in the actual transaction between the Book-Owner and the Customer and is not the agent of and has no authority for either for any purpose. The Book-Owner will resolve any dispute directly with the Customer.
GuideGecko may offer an affiliate program to its users (then called "Affiliate"). Affiliates use "Advertising Material" (defined below) provided by GuideGecko to promote Guidebooks in GuideGecko's marketplace and place links to GuideGecko's Website on their own website.
1. Participation in the Program
New applications to become an Affiliate are conditionally approved, pending review. GuideGecko reserves the right to reject an application if we determine that the registrant or his website is not suitable. Registrants of sites deemed unsuitable by GuideGecko will be notified by email, at which time the Affiliate status will be revoked.
You represent and warrant that your website and all promotional means used by you will not contain objectionable content (including but not limited to content that is misleading, unlawful, obscene, harmful, threatening, harassing, defamatory, pornographic, abusive, violent, hateful or racially, politically, religiously or socially sensitive or in violation of this Agreement).
You may add or remove links to any page on GuideGecko's Website. You need to include a personal identifier in your links to GuideGecko, so that we can track your referrals. GuideGecko will provide you with instructions and guidelines how to code a proper link to GuideGecko.
2. Customer Orders and Your Commissions
GuideGecko will handle Guidebook orders placed by Customers who follow links from your website to GuideGecko's website and all provisions of section (b) (Additional Terms for Orders and Purchases) apply. GuideGecko will track sales made to Customers who purchase Guidebooks under the program and you may view a summary of your referral activities in your My GuideGecko section. Commission-rates may be different for different sales formats and are subject to change in the sole discretion of GuideGecko in the ordinary course of its business without prior notice by posting such changes on the Website.
As provided herein, GuideGecko will pay you a commission on genuine Guidebook-sales to third parties made under the program. In order for a commission to become due, the Customer must follow a link from your site to our website, purchase a Guidebook using our automated ordering system, accept delivery, and pay in full, all within 90 days from following the link on your website, and without entering the GuideGecko Website through a third party's referral link. No purchase at GuideGecko may qualify for commission for more than one Affiliate; the Affiliate last tagged for commission during the browser session of purchase is the only one to earn commission on the sale. GuideGecko is not responsible for payment of commissions based on sales through links improperly coded by Affiliates. Referral links are tracked for each GuideGecko domain individually. If you link to a certain GuideGecko domain (e.g. to our German website at www.guidegecko.de), only purchases via that domain qualify for affiliate commissions. Purchases on other domains (such as www.GuideGecko.com) would not qualify for affiliate commissions, unless the customer followed a properly coded affiliate link to that domain as well.
You are eligible to earn commissions for Guidebooks for which you are the Publisher or Book-Owner. In this case, the affiliate commissions are paid on top of your regular commissions as a Publisher or Book-Owner.
3. Advertising Material
GuideGecko may provide you with a selection of text and graphic images ("Advertising Material"), such as banners, boxes, icons, cover photos, descriptions and search engines. In conjunction with this Agreement, Affiliates are free to post as much of these elements on their site as they wish.
GuideGecko grants you a non-exclusive, revocable right for the duration of the term of this Agreement to use the Advertising Material it provides, or other approved text or images for which it grants express permission, solely for the purpose of identifying your site as an Affiliate and to facilitate referrals from your site to GuideGecko. GuideGecko and the respective owners reserve all rights in icons, text, images, trade names and trademarks, and all other intellectual property in relation to the Advertising Materials. GuideGecko may revoke your license at any time by giving you written notice. Upon termination of this Agreement, you will immediately cease use of all Advertising Material and remove it from your site.
You shall not modify or alter any Advertising Material (however, resizing images and shortening texts is allowed). You will not sell, redistribute, sublicense or transfer any Advertising Material and not use any Advertising Material in a manner intended to send sales to any site other than GuideGecko. You will promptly delete any Advertising Material that is no longer displayed on GuideGecko or that we notify you is no longer available for your use. You will also not use any Advertising Material, including any name or likeness embodied therein, in a manner (e.g., a closely proximate placement to unrelated third party materials) that implies a person's or company's endorsement or sponsorship of, or commercial tie-in or other association with, any product, service, party or cause.
4. Exclusions and Prohibitions
You may not purchase Guidebooks through the program for your own use, for resale or commercial use of any kind. This includes orders for customers or on behalf of customers or orders for products to be used by you or your friends, relatives, or associates in any manner. Such purchases may result (in our sole discretion) in the withholding of referral fees and/or the termination of this Agreement.
You may not: (a) directly or indirectly offer any consideration or incentive (including, without limitation, payment of money or rebates, or granting of any discount or other benefit) for using referral links on your site to GuideGecko (e.g., by implementing any "rewards" program for persons or entities who use referral); (b) read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity; (c) in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of the GuideGecko Website; (d) make any orders or engage in other transactions of any kind on the GuideGecko Website on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so; (e) take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring; (f) other than providing referral links on your site in accordance with this Agreement, post or serve any advertisements or promotional content promoting GuideGecko or otherwise around or in conjunction with the display of the GuideGecko Website (e.g., through any framing technique or pop-up or pop-under windows), or assist, authorize, or encourage any third party to take any such action; (g) attempt to circumvent the referral fee schedule or artificially increase your referral fees (e.g. by intentionally featuring, purchasing or requesting or encouraging any third party to purchase low-price items offered on GuideGecko (as determined by us) for the purpose of exceeding any referral fee threshold or by causing any page of the GuideGecko Website to open in a Customer's browser other than as a result of the Customer clicking on a referral link on your site); (h) attempt to intercept or re-direct (including, without limitation, via user-installed software) traffic from or on, or divert referral fees from, any website that participates in the program; (i) cause any transactions to be made that are not in good faith, including, but not limited to, using any device, program, robot, Iframes, or hidden frames. You may not cause any applicable Web search provider to include GuideGecko's Proprietary Content (e.g. our trademarks, logos, brand names or trade names) from keywords used to display your Advertising Material in association with search results, assuming the provider of such Web search engine offers such exclusion capabilities.
If you choose to display prices for any product on your site in any "comparison" format (including through the use of any price-comparison tool or engine) together with prices for the same or similar products offered through any website or other outlet other than GuideGecko, you must display both the lowest "new" price and, if we provide it to you, the lowest "used" price at which the product is available on GuideGecko. You may not otherwise include price information in your product descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product. You must update all prices that you display at least once per week with the current prices as listed on our website.
Purchases of gift cards and Guidebooks listed on http://www.GuideGecko.com/index.php?page=affiliate_exclusions as well as purchases benefiting from discounts exceeding those posted on our Website, including special discounts granted to GuideGecko employees, are not eligible for affiliate commissions.
The commission is paid for the aggregate amount paid to GuideGecko by Customers under the program, excluding taxes, duties, gift-wrapping, service charges, rebates, credit card processing fees, shipping, handling, amounts due to credit card fraud and bad debt, and credits for returned goods. The applicable commission-rate will be posted on GuideGecko's Website.
You will only be entitled to commissions earned during the term of this Agreement, and commissions will be payable only if the particular Guidebook orders are not canceled, refunded or returned.
5. Rights and Responsibilities
You alone are responsible for the development, operation, maintenance and content of your site and all your promotional methods, and GuideGecko disclaims all liability for such matters. You must comply with all applicable copyright and other laws. You will indemnify and hold GuideGecko harmless from all claims, damages, and expenses (including attorneys' fees) relating to the development, operation, maintenance, and contents of your site and all your promotional methods
We may crawl or otherwise monitor your site for the purpose of ensuring the quality and reliability of links on your site (for example, to detect links that are broken or non-functional, links to deleted Guidebooks, etc.). Therefore, you agree that you will not seek to block or otherwise interfere with such crawling or monitoring (and that we may use technical means to overcome any methods used on your site to block or interfere with such crawling or monitoring).
YOU UNDERSTAND THAT GUIDEGECKO MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEBSITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEBSITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
GuideGecko provides an automated internet-based service to Users to publish and sell Guidebooks. We respect the intellectual property of others, and we prohibit our Users from submitting Content that infringes third party intellectual property rights (such as copyright or trademarks). We encourage intellectual property right owners to contact us if they believe that a User of our service has infringed their rights.
If you discover any copyright infringement of your Content on GuideGecko's Website, you can send us a take-down notice. Upon receipt of a valid take-down notice, GuideGecko will perform reasonable steps to remove or disable access to the infringing Content from GuideGecko's Website. For a take-down notice, please provide us with the following information:
- Your name and Singapore address (if you do not reside in Singapore, it is preferred that you provide us with an address of service in Singapore).
- Your contact number and email address.
- Information to enable us to identify and locate the infringing Content on GuideGecko's Website.
- A statement from you that your complaint is done in good faith in believing that the Content has infringed your copyright.
- A statement from you that you request GuideGecko to remove the infringing Content from GuideGecko's Website.
- A statement that your take-down notice is accurate.
- Your physical or electronic signature and specify your right to the Content that you believe is infringing - whether you are the owner of the Content or an exclusive licensee.
- Your Agreement that you submit to the jurisdiction of the Courts of Singapore.
Please send your take-down notice to:
Net Gecko Pte Ltd
Attn: Copyright Agent
9 Lorong 28 Geylang #06-14
On the other hand, if GuideGecko has received a valid take-down notice for your Content, GuideGecko will send you an email of notification and a copy of the take-down notice. You may respond with a counter-notice. Upon receipt of your counter-notice, GuideGecko will take reasonable steps to restore, or restore the access to the Content (if it is still technically and practically feasible), unless the person who has filed for infringement commences court proceedings to prevent the restoration of the material and GuideGecko has been informed of such proceedings. For a counter-notice, please provide us with the following information:
- Your name and Singapore address (If you do not reside in Singapore, it is preferred that you provide us with an address of service in Singapore).
- Your contact number and email address.
- Information to enable us to identify and locate the infringing Content previously found on GuideGeckos Website if possible.
- A statement from you that your notice is of good faith in believing that the Content has been removed or access disabled due to a mistake, misidentification or it does not infringe any copyright.
- A statement that your counter-notice is accurate.
- Your Agreement that you submit to the jurisdiction of the Courts of Singapore.
Please send your counter-notice to:
Net Gecko Pte Ltd
Attn: Copyright Agent
9 Lorong 28 Geylang #06-14
UNDER THE COPYRIGHT ACT (CHAPTER 63 OF THE STATUTES OF THE REPUBLIC OF SINGAPORE), A PERSON WHO IS FOUND TO HAVE MADE ANY STATEMENT THAT IS FALSE IN HIS TAKE-DOWN NOTICE OR COUNTER-NOTICE, HE SHALL BE GUILTY OF AN OFFENCE AND SHALL BE LIABLE TO IMPRISONMENT FOR NOT EXCEEDING 2 YEARS OR FINE NOT EXCEEDING $10,000 SINGAPORE DOLLARS. HE SHALL ALSO BE LIABLE TO THE DAMAGE OR LOSS INCURRED BY ANY PERSON AS A RESULT OF THE NOTICE.