1. Description of Service
In accordance with these BGrow Business Listings Terms and Conditions (referred to as the “Agreement” or “S.O.”), shall display on the BGrow Site one or more of the following on the applicable listing page of the Customer’s business: a link to the official URL, the phone number, and a link to the property’s email address, from the Effective Date until terminated by either party in accordance with this Agreement (the “Term”). BGrow makes no guarantees as to the effectiveness of creating a Business Listing.
BGrow Business Listings is a subscription product that helps travelers worldwide to reach your property by providing localized contact details such as country dialing codes, websites and email addresses in different languages. It is a powerful tool to help businesses market to consumers and spread the word about their brand on the world’s largest travel site. However, we also encourage property owners to explore additional mutually beneficial business relationships with online travel agencies and believe that both of these types of relationships can help drive business to property owners.
“Add-on” means a product that is purchased by Customer in addition to a Business Listing subscription. All Add-ons expire at the same time as the related Business Listing subscription.
“Business Listing” shall be defined as a listing which includes one or more of the following listed on the BGrow Site: a) a link to an official URL for the property, b) a phone number, and c) link to the property’s email address.
“Business Listings Order” means the record generated by BGrow sent to the Customer setting out the terms of the Business Listing.
“Customer” or “You” means the contracting entity (together with any affiliates or subsidiaries, if applicable) as listed in the Business Listings Order.
“Deliverables“means one or more of the following that Customer can choose one or more of the following to add to a Business Listing: the official URL, link to the property’s email address, phone number.
“Effective Date” means the date that the Business Listing is initially displayed on the BGrow Site and as recorded in the Business Listings Order (unless otherwise agreed between the parties).
”Subscription Term” means the period of a Business Listing subscription (regardless of payment frequency), which may be renewed in accordance with these terms.
3. Sales Order Rules
4. Business Listings
BGrow reserves the right, without liability, to reject, remove and/or cancel any information in the Business Listings that contain content or links which do not meet BGrow’s specifications, at BGrow’s sole discretion. BGrow’s sole liability under this Agreement shall be to refund the pro-rata portion of amounts paid for the unfulfilled term to the extent that the content or links do not meet TripAdvsor specifications. However, in cases which involve fraudulent activity of any type, or inappropriate or malicious content, no refunds will be provided. BGrow may redesign the BGrow Site at its sole discretion at any time. Customer agrees to the following:
a) Customer hereby grants BGrow and its affiliates the right to display Business Listing information on the BGrow Site, and any other BGrow Media Group branded Web sites, partner web sites, and emails that are related to the BGrow Media Group, as defined at http://www.BGrow.com/pages/about_us.html. Failure by BGrow to publish any Business Listing information does not constitute a breach of contract or otherwise entitle Customer to any legal remedy.
b) Customer’s failure to comply with all applicable requirements of this Agreement may delay or prevent the display of the Business Listing and shall give BGrow the right to immediately terminate the applicable Agreement;
c)Customer shall be solely responsible for the content provided to BGrow for the Business Listing (including but not limited to a promotion or offer) and any web site linked to from such information, and Customer shall indemnify BGrow for all loss, costs, and damages in connection with any claims of infringement of any third party rights and any claims arising from the content (including but not limited to unfair or deceptive acts and practices and consumer protection claims). Customer represents, warrants and covenants to BGrow that at all times, (a) it is fully authorized to publish the entire contents and subject matter of all requested information (including, without limitation, all text, URLs, and Internet sites to which URLs are linked); (b) all such materials and Internet sites comply with all applicable laws and regulations and do not violate the rights (including, but not limited to, intellectual property rights) of any third party; (c) it has the full corporate rights, power and authority to enter into this Agreement and to perform the acts required of it here under, and its execution of this S.O. does not and will not violate any agreement to which it is a Party or by which it is otherwise bound, or any applicable law, rule or regulation; and (d) each such Internet site is controlled by Customer and operated by Customer or its independent contractors, is functional and accessible at all times, and is suitable in all respects to be linked to from the applicable site.
e) Public Announcements. Customer hereby grants BGrow permission to publicize the fact that it is a Business Listing customer of BGrow in a press release. Customer shall not use, display or modify BGrow’s trademarks in any manner without the prior written consent of BGrow.
5. Privacy and Compliance
6. Payment Terms and Calculations
Where Customer purchases a Business Listing subscription, Customer acknowledges and agrees that this is on the basis of a recurring payment, and that payments shall be made to BGrow by the method selected by Customer at the recurring intervals until the subscription for Business Listings is terminated by Customer or BGrow in accordance with this Agreement. Customer agrees that the same method of payment must be used for all business services (including but not limited to BGrow Instant Booking) purchased by Customer under the same account, unless otherwise notified by BGrow. Accordingly, if Customer makes a change to its selected payment method for Business Listings, this will effect a change to the payment method for all other services. Customer’s authorization to debit its bank account, charge its credit card or make any other valid form of payment for Business Listing subscription fees will create an authorization for the same method of payment for all other services ordered under the same account. Customer shall be charged for the Business Listing from the Effective Date. Customer shall pay BGrow upfront or in regular installments (as applicable) for – display of Business Listing information. If BGrow agrees to receive payment by monthly or quarterly installments, Customer must pay BGrow every month or quarter, as applicable, in advance. In addition to any other rights, BGrow may immediately remove Customer’s Business Listing information in the event that it detects some form of misuse within such time period. All sums payable by Customer to BGrow under this Agreement are exclusive of any sales tax, indirect or other taxes chargeable on any supply to which those sums relate (except for VAT, which may be billed in Customer’s invoice). Business Listings will be renewed automatically at the end of a Subscription Term for a subsequent Subscription Term of equal length at the then-current standard rates. The applicable fees will be charged to the payment method on file unless otherwise notified of a cancellation in writing. Although BGrow may choose to send a reminder email prior to charging a Customer for a renewal fee, BGrow is not responsible for notifying a Customer of this automated renewal. If You miss any payment owed to BGrow or if a credit card is expired or otherwise fails to authorize, the Business Listings service may be discontinued without notice. Rates for Business Listings are calculated based on multiple factors including, but not limited to, the number of rooms of the Customer’s accommodation and the number of page views for the Customer’s Business Listings. If at any time, BGrow becomes aware of the fact that the accommodation has more rooms than were indicated when the S.O. was signed (if applicable) and payment was made, the Customer will be notified of the accurate rates on the correct amount of rooms and the balance owed, and such misrepresentation shall be considered a material breach of this Agreement. If the Customer does not pay this balance within 7 days of notification, the Business Listing may be cancelled without a refund.
7. Effective Date, Cancellation, Switching and Add-Ons
7.1 Effective Date: Unless BGrow notifies the Customer otherwise, this Agreement is effective upon the Effective Date.
7.2 Cancellation: A Customer may cancel its Business Listing subscription, thereby terminating this Agreement, solely in accordance with the following cancellation policies:
a) Subscription Terms of 6 months or less If a Customer requests the cancellation of this type of Business Listing subscription at any time during the first fourteen (14) days of the first Subscription Term (or of any subsequent Subscription Term, if the subscription is renewed), the cancellation will take effect immediately and the Customer will be entitled to a prorated refund of the pre-paid Business Listing fee, in respect of the unused portion of the subscription, unless the Subscription Term is one month, in which case Customer shall not be entitled to a prorated refund.
If a Customer requests cancellation at any time after the first fourteen (14) days of the first Subscription Term (or of any subsequent Subscription Term, if the subscription is renewed), the cancellation will take effect on the first day after the end of the current Subscription Term and the Customer will be not be entitled to any refund of fees paid.
b) Subscription Terms of more than 6 months: If a Customer requests the cancellation of this type of Business Listing subscription at any time during the first thirty (30) days of the first Subscription Term (or of any subsequent Subscription Term, if the subscription is renewed), the cancellation will take effect immediately and the Customer will be entitled to a prorated refund for that Subscription Term, in respect of the unused portion of the subscription, unless Customer pays in monthly installments, in which case Customer shall not be entitled to a prorated refund in respect of the monthly billing period during which cancellation is requested.
If a Customer requests cancellation at any time after the first thirty (30) days of the first Subscription Term (or of any subsequent Subscription Term, if the subscription is renewed), the cancellation will take effect on the first day after the end of the current Subscription Term and the Customer will be liable for payment of Business Listing fee for that Subscription Term.
UPON TERMINATION OF THIS AGREEMENT, CUSTOMER’S SOLE REMEDY WILL BE A REFUND OF PRE-PAID FEES (IF APPLICABLE) UNDER THE TERMS OF THE ABOVE CANCELLATION POLICIES. NEITHER BGrow NOR ANY OF ITS AFFILIATES WILL HAVE ANY OTHER LIABILITY OF ANY NATURE TO THE CUSTOMER, OR ANY OTHER THIRD-PARTIES, IN RESPECT OF TERMINATION.
7.3 Switching: If permitted by BGrow, a Customer may switch from one type of Subscription Term to another. If such switch is permitted, the relevant changes to payment terms, renewal dates and the applicable cancellation policy will come into effect on the next payment date, as applicable.
7.4 Add-ons: if Customer purchases an Add-on, it shall expire, renew and be cancelable on the same terms as the Business Listing subscription to which it relates.
8. Liability, Warranty & Indemnity
a) BGrow MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES AS TO THE NUMBER OF VISITORS TO OR PAGES DISPLAYED ON THE BGrow SITE OR THE FUNCTIONALITY, PERFORMANCE, OR RESPONSE TIMES OF THE BGrow SITE. BGrow DISCLAIMS AND SHALL NOT BE LIABLE FOR ANY OTHER LOSS, INJURY, COST OR DAMAGE SUFFERED BY CUSTOMER OR ANY THIRD PARTY AND SHALL IN NO EVENT BE LIABLE FOR CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING LOST PROFITS. THIS PROVISION SHALL SURVIVE ANY EXPIRATION OR TERMINATION OF THIS AGREEMENT. IN NO EVENT SHALL BGrow OR ANY OF ITS AFFILIATES BE LIABLE TO CUSTOMER FOR AN AMOUNT IN EXCESS OF THE TOTAL DOLLAR AMOUNT ACTUALLY RECEIVED BY BGrow FROM CUSTOMER FOR THE SPECIFIC BUSINESS LISTING INFORMATION AT ISSUE.
b) Customer agrees to defend, indemnify and hold harmless BGrow and each of BGrow’s agents, customers, subcontractors and affiliates, and the officers, directors, and employees of any of the foregoing, from, against and in respect of any and all losses, costs, (including reasonable attorney’s fees) expenses, damages, assessments, or judgments (collectively, “Liabilities”), resulting from any claim against any such parties in connection with Customer’s advertisement, except to the extent that such claims directly resulted from the gross negligence or willful misconduct of BGrow.
9. Jurisdiction & Venue
This Agreement is governed by the laws of the Commonwealth of Massachusetts, USA. Customer consents to the exclusive jurisdiction and venue of courts of Boston, Massachusetts, for all disputes related to the subject matter hereof.
10. General Provisions
No joint venture, partnership, employment, or agency relationship exists between Customer and BGrow. BGrow will not be deemed to have waived or modified any of these terms and conditions except in writing signed by its duly authorized representative. Customer may not assign its rights hereunder to any third party unless BGrow expressly consents to such assignment in writing, not to be unreasonably withheld. Modifications to the originally submitted S.O. will not be binding unless signed by both parties. If any provision of this Agreement is found invalid or unenforceable pursuant to judicial decree or decision, the remaining provisions will remain valid and enforceable, and the unenforceable provisions will be deemed modified to the extent necessary to make them enforceable. This Agreement will be deemed to be controlling over all other writings or agreements of any kind between the parties covering the Business Listings subject matter of this IO. All notices to BGrow relating to any legal claims or matters must be made in writing to BGrow, attn: General Counsel, 400 1st Avenue, Needham, MA 02494, USA. Each Party expressly undertakes to retain in confidence and to require its agents and contractors to retain in confidence all information and know-how transmitted to such Party that the disclosing Party has identified as being proprietary and/or confidential or which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential. All terms and conditions of this Agreement will be considered confidential and will not be disclosed (except to both Party’s attorneys and accountants on a need-to-know basis) without the prior written consent of the other Party. The Parties acknowledge and agree that BGrow may archive an electronic copy of the fully executed Agreement. Except as specifically provided herein, this Agreement constitutes the entire understanding between the parties and supersedes any and all prior understandings and/or agreements between the parties with respect to the subject matter regarding Business Listings. BGrow may amend this Agreement at any time, by giving Customer notification of the amendments in writing or via email. Unless otherwise stated in the notification or unless Customer cancels its Business Listing subscription (as permitted by this Agreement or the notification), any amendments shall be automatically effective thirty (30) days after they are notified to Customer.