Advertisers (Singapore)

“Ad Impression” means each occurrence of an Ad being displayed on Carousell Properties and/or Network Properties to an End User.

“Ad(s)” means any text-based, graphical, interactive, rich media, social, e-mail, video or any other online advertisement provided and/or published by Carousell on behalf of an Advertiser.

“Advertiser” means the advertiser for which Carousell is the agent under an applicable IO. In the event where the Advertiser is entering into this Agreement on behalf of a client, any reference to “Advertiser” shall refer jointly to the advertiser and the applicable client.

“Advertising Materials” means any artwork, copy, or active URLs for Ads, pursuant to the applicable IO.

“Affiliate” means, as to an entity, any other entity directly or indirectly controlling, controlled by, or under common control with, such entity.

“Agreement” means the applicable IO and these Terms.

“Campaign” is the basic unit of business between an Advertiser and Carousell. Each Campaign may be categorised as a CPA Campaign, CPC Campaign, CPM Campaign, CPM-A Campaign or CPM-C Campaign, or a campaign based on some other kind of Deliverable to be specified in an IO.

“Carousell Group” means Carousell, its related entities, Affiliates and/or subsidiaries (where applicable).

“Carousell Properties” means any mobile platforms, application and/or websites specified on an IO that are owned, operated, or controlled by Carousell.

“CPA Campaign” shall mean a Campaign where the Fees are based on the number of specified actions taken by End Users. Examples of an action include a completed sale or a contact form filled in. For this definition, clicks are not considered actions, to distinguish CPA Campaigns from CPC Campaigns.

“CPC Campaign” shall mean a Campaign where the Fees are based on the number of clicks by End Users on the Campaign’s Ad.

“CPM Campaign” shall mean a Campaign where the Fees are based on the number of Ad Impressions.

“CPM-A Campaign” shall mean a Campaign where the Fees are based on the number of Ad Impressions, where the Campaign has been optimised to obtain a higher rate of actions by End Users.

“CPM-C Campaign” shall mean a Campaign where the Fees are based on the number of Ad Impressions, where the Campaign has been optimised to obtain a higher rate of clicks by End Users.

“Creative Service Campaign” shall mean a Campaign for which Carousell shall create or creates and or designs part of or all of the Advertising Material.

“Deliverable” or “Deliverables” means the inventory to be delivered by Carousell (e.g., impressions, clicks, or other desired actions) for each Campaign.

“Effective date” means the date of acceptance of the applicable IO.

“End Users” means users of the Carousell Properties and/or Network Properties.

“Fee(s)” means the fees payable by the Advertiser and as indicated in the applicable IO for the Services to be provided by Carousell.

“IO” means a mutually agreed insertion order and/or any other agreement that incorporates these Terms, under which Carousell will deliver Ads on Sites.

“Network Properties” means any mobile platforms, application and/or websites specified on an IO that are not owned, operated, or controlled by Carousell, but on which Carousell has a contractual right to serve Ads.

“PDPA” means the Personal Data Protection Act 2012 of Singapore and all subsidiary legislation issued pursuant thereto.

“Personal Data” shall have the same meaning as that set out in the PDPA.

“Policies” means advertising criteria or specifications made conspicuously available, including content limitations, technical specifications, privacy policies, user experience policies, policies regarding consistency with Carousell’s public image, community standards regarding obscenity or indecency (taking into consideration the portion(s) of the Site on which the Ads are to appear), other editorial or advertising policies, and Advertising Materials due dates.

“Process” or “Processing” shall have the meaning ascribed to it in the PDPA.

“Representative” means, as to an entity and/or its Affiliate(s), any directors, officers, employees, agents, consultants, third party service providers and subsidiaries of an entity, and the directors, officers, employees, agents, consultants and third party service providers of such subsidiaries.

“Site” or “Sites” means Carousell Properties and Network Properties.

“Third Party” means an entity or person that is not a party to an IO.

“Third Party Ad Server” means a Third Party that will serve and/or track Ads.

The expressions “in writing” and “signed” include approval by electronic signature by any such party. 

2.1

An IO will be binding only if accepted and signed by Carousell and the Advertiser, As applicable, each IO will specify, for each Campaign: (i) the type(s) and amount(s) of Deliverables, (ii) the Fee(s) payable by the Advertiser for such Deliverables, (iii) the maximum amount of money to be spent pursuant to the IO, (iv) the start and end dates of the Campaign, and (v) the identity of and contact information for any Third Party Ad Server (if applicable). Other items that may be included are reporting requirements, any special Ad delivery scheduling, placement requirements, and specifications concerning ownership of data collected.

2.2

In the event of any dispute over any difference or inconsistency between these Terms and the applicable IO, the applicable IO will prevail.

2.3

Revisions to accepted IOs will be made in writing and acknowledged by the other party in writing.

3.1

Save as set out in the applicable IO in respect of a Creative Service Campaign, the Advertiser shall provide all of the Advertising Materials. The Advertiser is solely responsible for all of the Advertising Materials including any part created by Carousell pursuant to Advertiser’s instructions. The Advertiser shall submit all Advertising Materials within twenty-four (24) hours of the approved IO, in accordance with Carousell’s then-existing Policies and in any event forty-eight (48) hours prior to the Campaign start date.  

3.2

The Advertiser shall approve the final proof(s) of all Advertising Materials forty-eight (48) hours prior to the Campaign start date. Carousell is not responsible for reconfirming such confirmation and is not responsible or liable for errors in the Advertising Materials and/or Ads. It is the sole responsibility of the Advertiser to confirm the accuracy of all data, spelling, graphic placement, photo quality, color, and content contained in the Advertising Materials prior to approving the final proof for publishing. The Parties acknowledge and agree that Carousell is not responsible for or liable for any errors defect and/or inaccuracy in any and all approved Advertising Materials and such approvals are final, and not reversible. The Parties further agree that slight deviations in colours and/or designs from the Advertising Materials provided are acceptable, and shall not form a basis for a claim under this Agreement.

3.3

The Advertiser acknowledges and agrees that: (i) the Ads will meet the specifications specified by Carousell in advance of Campaign start date; (ii) the Ads may be displayed in random rotation and that advertisement spaces on which the Ads are displayed may display advertisements from other agencies/advertisers by rotation; and (iii) the display of the Ads are subject to space availability. In the event that any selected space is not available, Carousell reserves the right to re-schedule the date of the publication of the Ads to the next available date. In the event of any delays arising from or due to an act and/or omission of the Advertiser and/or its Representatives, the Publisher shall not be liable for any corresponding delay caused and shall not be obliged to extend the Campaign term.

3.4

Carousell reserves the right to refuse any IOs and/or terminate any IOs where the transmitted Advertising Materials contains, in Carousell’s sole discretion, illegal, defamatory, pornographic, radical content or any other material which is obscene, offensive, hateful, inflammatory and/or a breach of Carousell's prevailing policies and guidelines (which form a part of these Terms).

Where applicable, the Advertiser shall be liable for the Fees payable under the IO and there will be no refunds of any Fees paid in the event that: (i) due to a breach of these Terms; and/or (ii) any Advertising Materials has been removed in accordance with these provision.

3.5

The Advertiser acknowledges that Carousell may, reproduce any Advertising Material for the sole purpose of Carousell promoting its business, including by reproducing any Advertising Material, in whole or in part, on Carousell Properties.

3.6

3.7

Except as otherwise provided herein, Carousell shall compile, calculate and electronically deliver to the Advertiser, all figures, calculations and data in respect of the relevant Deliverables (“Campaign Data”). The Advertiser acknowledges and agrees that any calculation or determination by Carousell of any Campaign Data is, in the absence of manifest error, conclusive evidence of the matters to which it relates can.

3.8

Ads which are disseminated by Carousell through email marketing campaigns (“EDMs”) or mobile direct mailers will be sent to email addresses or mobile numbers found in Carousell’s database, unless otherwise agreed between Carousell and the Advertiser. Carousell shall be under no obligation to provide the Advertiser with such email addresses or mobile numbers and other details of persons and/or companies which the Ads are sent to.

3.9

Where the Ads disseminated by Carousell through EDMs or mobile direct mailers are to be sent to email addresses or mobile numbers (“Client Data”) provided by the Advertiser, the parties agree that: (a) Carousell Processes the Client Data as a data intermediary, and will delete or remove the means by which the personal data comprised in the Client Data can be associated with particular individuals as soon as it reasonably considers that: (aa) the purpose for which that personal data was collected is no longer being served by retention of the personal data; and (bb) retention is no longer necessary for legal and business purposes; (b) nothing herein shall require Carousell to perform any of its obligations in a manner which exceeds the requirements of the PDPA; (c) the Advertiser has obtained relevant data subjects’ consent, as required by applicable law, to send or have Carousell send the Ads; and (d) the provisions of section 11 apply.

4.1

The Advertiser acknowledges and agrees that from time to time the Carousell Properties and/or Network Properties may be subject to limitations, delays, be inaccessible, unavailable or inoperable for any reason, including, without limitation: (a) equipment malfunctions; (b) periodic maintenance procedures or repairs which Carousell may undertake from time to time; or (c) causes beyond the control of Carousell or which are not reasonably foreseeable by Carousell, including, without limitation, interruption or failure of telecommunication transmission links, hostile network attacks, the unavailability, operation, or inaccessibility of the Network Properties, Internet congestion or other failures. Furthermore, the Advertiser acknowledges that Carousell has no obligation to support or maintain the Carousell Properties.

4.2

The Advertiser understands that Carousell shall not monitor all publisher sites for appropriate content and makes no representations with respect to content associated with any Network Properties. If the Advertiser reasonably determines that the placement of any Ad by Carousell or its respective publishers harms the goodwill or reputation of Advertiser, Carousell shall remove, or notify the relevant publisher to remove the Ads within three (3) business days following Advertiser’s written notice thereof to Carousell.

5.1

Carousell shall invoice the Advertiser and the Advertiser shall pay Carousell the Fees set out on the applicable IO on such dates and by such means as shall be specified by Carousell or in such other manner as may be agreed between the parties in writing. Pre-payment of all Fees shall be required unless Carousell otherwise agrees in writing. All amounts payable by the Advertiser under this Agreement are exclusive of any goods and services tax and any other applicable taxes chargeable for the time being, which shall be borne and paid for by the Advertiser. All payments to Carousell by the Advertiser shall be made without set-off, counterclaim or deduction of any kind.

 5.2

In the event that the Advertiser fails to make such payments due to Carousell in accordance with this section 5, then, without limiting Carousell’s remedies under section 7 (Term, Re-scheduling, Cancellation and Termination), the Advertiser shall pay interest on the overdue amount at the rate of 1.5% per month, or, if lower, the maximum rate allowed by applicable law. The Advertiser shall pay the interest together with the overdue Fees and Advertiser shall pay any legal fees and collection costs incurred by Carousell in collecting any past due amounts from the Advertiser. Notwithstanding anything to the contrary, if any sum due remains unpaid after the expiry of the period provided in section 5.1 for payment thereof or this Agreement is terminated for any reason, all sums stated to be due to Carousell from the Advertiser in any invoice (whether issued before or after the expiry of that period or termination) shall become immediately due and payable by the Advertiser as from the date of such invoice or upon termination, whichever is earlier.

5.3

Carousell reserves the right to charge any and all costs incurred by Carousell in connection with a Creative Service Campaign or where the Advertiser terminates the applicable IO, even when such costs were not separately listed on such IO. Carousell will be solely responsible for determining any Fees and the sole arbiter in determining the number of impressions, clicks, actions, or other applicable metric, delivered, shown, produced, clicked on, or viewed unless otherwise indicated in the applicable IO. Invoicing shall not be deemed final until invoices are received by the Advertiser. Any figures provided prior to the receipt of the final invoice otherwise are tentative and subject to adjustment.

5.4

The Advertiser undertakes to verify the entries and amounts stated in each invoice received from Carousell and to notify Carousell in writing within thirty (30) days from the receipt thereof of all discrepancies, inaccuracies, errors and omissions with respect to any entry or amount therein. Each such invoice shall constitute conclusive evidence as against the Advertiser without further proof that all the entries and amounts stated therein to be due to are true, correct and accurate except to the extent of the discrepancies, inaccuracies, errors and omissions so notified to Carousell within the said period of thirty (30) days.

In the event that the Advertiser has already given its approval to the final proof(s) of all Advertising Materials but wishes to make any amendment, Carousell reserves the right to charge additional fees for the execution of any extra work. For the avoidance of doubt, Carousell shall notify the Advertiser of such additional fees and only carry out such additional changes upon approval of the Advertiser. Carousell shall invoice the Advertiser for such additional fees and the Advertiser shall pay Carousell as set out on the applicable IO on such dates and by such means as specified by Carousell or in such other manner as may be agreed between the parties in writing.

The Advertiser acknowledges that Campaigns are non-refundable unless otherwise stated. Carousell may, but is not obliged to, provide a refund and in the event Carousell approves a request for a refund, the Advertiser will still be charged for any work already done prior to such request.

5.5

All withholding tax and other taxes, charges and levies of a similar nature imposed under any applicable laws, regulations, orders, guidelines or direction of any competent authority arising from the payment of Fees, charges and interests by the Advertiser shall be borne and settled with the relevant authority on a timely basis by the Advertiser. The Advertiser undertakes to be primarily responsible for the timely filing of all tax returns and accompanying documents (including, without limitation, any certificate of residence) with the relevant authority as required by any applicable laws, regulations, orders, guidelines or directions of any competent authority.

 5.6

The Advertiser shall indemnify and hold harmless Carousell from and against all taxes, charges, levies, fines, penalties, costs, expenses, fees, losses and liabilities incurred by Carousell, its directors, employees or any of its subsidiaries caused by or arising from the non-compliance or breach by Advertiser of the laws, regulations, orders, guidelines or directions in section 5.5.

6.1

The Advertiser acknowledges that, in the course of Carousell providing the Services and/or the Advertiser using Carousell Properties, it may have access to information that is confidential to Carousell, such as Personal Data about End Users (“Carousell Data”). The Advertiser agrees to use Carousell Data solely in connection with this Agreement and to treat all Carousell Data as Confidential Information (as defined below).

6.2

Carousell may use and disclose data derived from the Advertiser’s use of the Services and/or Carousell Properties (a) as part of Carousell’s business operations, on an aggregate basis (absent the Advertiser’s prior consent) such that any use or disclosure does not permit a third party to associate any particular data with the Advertiser; and (b) if required by court order, law, or governmental agency.  In addition, Carousell may use Carousell Data to operate, manage, maintain, and improve Carousell Properties.  

7.1

Unless otherwise provided on the IO as cancelable, the Advertiser may not cancel the entire IO, or any portion thereof. In the event that the Advertiser requests that the IO be cancelled, the full Fees shall nonetheless be payable.

7.2

Unless otherwise provided on the IO, the Advertiser may re-schedule the commencement of any Campaign once, Provided That: (a) written notice thereof is given to Carousell not less than fourteen (14) business days before the original scheduled date; (b) the re-schedule date shall not extend beyond thirty (30) business days from the original scheduled date; and (c) the re-scheduled date shall be agreed upon by Carousell. In the event the Advertiser is unable to meet one or any of the conditions above, Carousell may, but is not obliged to, accede to the re-scheduling request, subject to such other terms and conditions which Carousell may impose.

7.3

Unless terminated earlier or extended in accordance with this section 7, this Agreement shall begin on the Effective Date and continue for the term set out in the IO.

7.4

Carousell may suspend and/or terminate this Agreement with immediate effect: (a) if the Advertiser fails to pay to Carousell the Fees invoiced within the thirty (30) day period as set out in section 5.1; or (b) upon Carousell’s reasonable belief that the Advertiser has breached any of its representations, warranties or covenants in section 9.

7.5

Either Party may terminate this Agreement with immediate effect: (a) in the event of a material breach of this Agreement, which if capable of remedy has not been so remedied within thirty (30) days from the date of receipt of written notice from the non-defaulting party to remedy the breach; such termination shall become effective at the end of the said 30-day period unless the breach shall have been remedied within the said 30-day period; or (b) either party is insolvent or is unable to pay its debts as they fall due, or a moratorium is agreed or declared in respect of the indebtedness of such party; (c) any encumbrancer taking possession of or a receiver or trustee being appointed over the whole or any part of the undertaking, property or assets of either party; (d) any step, application or petition or other procedure is made for either party (i) to be placed under judicial management, (ii) with a view to the bankruptcy, liquidation, winding-up or liquidation of the defaulting party, or (iii) for the appointment of a liquidator (including a provisional liquidator), receiver, manager, trustee, administrator, agent or similar officer of the defaulting party or over any part of the assets of the defaulting party; or (e) it is or becomes unlawful for either party to comply with any one or more of its obligations under this Agreement.

7.6

Carousell may terminate this Agreement with immediate effect upon Carousell’s notice to the Advertiser of Carousell’s reasonable determination that the Advertiser is likely cause injury to Carousell or otherwise reflect unfavorably on the reputation of Carousell. If this Agreement is terminated by Carousell due to the Advertiser’s breach, the Advertiser is required to pay Carousell all Fees due and payable under this Agreement and any applicable IOs shall become immediately due and payable by the Partner as from the date of such Invoice or upon termination, whichever is earlier.

7.7

In the event of termination (howsoever arising):

(a) all payments due by either party to the other party, till the date of termination shall be immediately paid by each party on or prior to the date of termination;

(b) the Partner will remain liable to Company for amounts due for any Creative Ads provided to Partner or completed by Company or its third-party vendor prior to the effective date of termination; and 

(c) To the extent payments remain, payment obligations shall survive termination of the Agreement or an IO.

7.8

Sections 1, 3.5, 3.6, 5 to 14 shall survive termination or expiration of this Agreement for any reason 

8.1

In the event of a Creative Service Campaign, any and all work, product, ideas, plans, slogans and any other material (whether in part or in whole) which forms part of or all of the Advertising Material, created by Carousell (“Carousell Materials”) shall remain the property of Carousell. The Advertiser agrees that any and all intellectual property rights in the Carousell Materials shall remain the property of Carousell and that nothing in this Agreement constitutes a transfer of any intellectual property rights in the Carousell Materials, except as provided in this Agreement or as agreed upon in writing between the parties. For the avoidance of doubt, any pitch materials prepared by Carousell for the Advertiser and/or any Carousell Material which was not accepted or approved by the Advertiser will remain Carousell's property, regardless of whether or not the embodiment of such creative work is in the Advertiser's possession in any form.

8.2

Carousell grants the Advertiser, a nonexclusive, limited, worldwide, royalty-free, revocable license to market, display, perform, copy, transmit, distribute, and promote the Carousell Materials in connection with its obligations hereunder. The Advertiser acknowledges and agrees that the use of the Carousell Materials does not grant the Advertiser a licence, or act as a right of use, any of the intellectual property in the Carousell Materials, whether registered or unregistered, except as provided in this Agreement or as agreed upon in writing between the parties. 


8.3

The Advertiser further agrees that it shall not breach any intellectual property rights owned by Carousell by, including but not limited to: (a) altering or modifying any of the Carousell Materials; (b) creating derivative works from the Carousell Materials; (c) using our Carousell Materials for any commercial purpose; or (d) financially benefiting from the use of Carousell Materials by using any Carousell Materials to provide similar Services to a third party.

8.4

The Advertiser grants Carousell, its Representatives and/or its Third-Party Ad Servers a nonexclusive, limited, worldwide, royalty-free, revocable license to market, display, perform, copy, transmit, distribute, and promote the Advertising Materials in connection with its obligations hereunder.

8.5

Save as expressly set out in this Agreement and/or with the prior written approval of Carousell, nothing in this Agreement shall give the Advertiser a right to use any of Carousell’s trademarks, brand names, service marks, logos, domain names and any other distinctive brand features. The Advertiser shall not use any of Carousell’s trademarks, brand names, service marks, logos, domain names in a way that is likely or intended to cause confusion about the owner or authorised user of such trademarks, brand names, service marks, logos, domain names.

8.6

The Advertiser acknowledges and agrees that Carousell may use any of the Advertiser’s trademarks, brand names, service marks, logos, domain names and/or a general description of any services provided to the Advertiser together with a general description of the Advertisers business (including the period after the termination or expiry of this Agreement) for any Creative Service Campaign and/or Carousell’s marketing and promotional materials, including identifying the Advertiser as a customer of Carousell.

9.1

Each party hereto represents, warrants and undertakes to the other party that: (a) such party has the full right, power and authority to enter into this Agreement on behalf of itself and to undertake to perform the acts required of it hereunder; (b) the execution of this Agreement by such party, and the performance by such party of its binding obligations and duties to the extent set forth hereunder, do not and will not violate any agreement to which it is a party or by which it is otherwise bound; and (c) when executed and delivered by such party, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its representations, warranties, terms and conditions.

9.2

The Advertiser represents, warrants and undertakes to Carousell that: (a) the Advertiser has and will have any and all necessary rights and consents to allow Carousell to publish the Ads on Carousell Properties and/or Network Properties; (b) no Advertising Material provided to Carousell by the Advertiser and/or its Representatives will: (i) infringe any third party’s intellectual property rights; or (ii) breach any duty toward, or rights of, any third party, including rights of privacy and towards any Personal Data; or (iii) be false, misleading, unethical, defamatory, libelous, threatening, unlawful, harmful, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, hateful, or racially, ethnically or otherwise objectionable; and (c) the Advertiser’s actions under this Agreement will comply with all applicable laws (including that Advertiser’s collection, use and storage of data shall comply with all applicable privacy laws). If the Advertiser is an agency, it represents and warrants that it has the authority to bind its own client to the applicable IO, and the Advertiser and such client remain jointly and severally liable for all obligations under the IO.

9.3

Save as expressly set out in this Agreement, all conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, and non-infringement, are hereby excluded and disclaimed to the fullest extent permitted under the law by Carousell. The Advertiser acknowledges and agrees that the Services are provided on an “as is” and “as available” basis, and that your use of or reliance upon the Services and any content, products or services accessed or obtained thereby is at your sole risk and discretion.

9.4

For the avoidance of doubt, no advice or information, whether oral or written, obtained by the Advertiser and/or its Representatives from Carousell or from the Services shall create any representation, warranty or guarantee.

10.1

UNDER NO CIRCUMSTANCES SHALL CAROUSELL, ITS SUBSIDIARIES, AFFILIATES, PARTNERS, SUPPLIERS OR LICENSORS AND/OR ITS REPRESENTATIVES BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), FOR BREACH OF STATUTORY DUTY, OTHER THEORIES OR LIABILITY, INCLUDING STRICT LIABILITY OR OTHERWISE, ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR: (A) LOSS OF PROFITS; (B) LOSS OF SALES OR BUSINESS; (C) LOSS OF AGREEMENTS OR CONTRACTS; (D) LOSS OF ANTICIPATED SAVINGS; (E) LOSS OF OR DAMAGE TO GOODWILL; (F) LOSS OF USE OR CORRUPTION OF SOFTWARE, DATA OR INFORMATION; AND (G) ANY INDIRECT OR CONSEQUENTIAL LOSS AND WHETHER OR NOT THE DAMAGES WERE FORESEEABLE AND WHETHER OR NOT CAROUSELL WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2

Subject to section 10.3 below and to the extent liability cannot by law be waived or excluded, the total cumulative liability of Carousell under this Agreement shall in no event exceed the sums actually paid to Carousell by the Advertiser, under this Agreement, during the one (1) year period prior to the date the liability first arose. The Advertiser agrees that regardless of any applicable statue or law to the contrary, any claims or cause of action arising out of or related to this Agreement shall be filed within one (1) year after such claim or cause of action.

10.3

Nothing in this Agreement shall apply to or in any way limit or exclude Carousell’s liability for: (a) death or personal injury caused by its negligence; (b) dishonesty, deceit or fraudulent misrepresentation; or (c) liability which may not otherwise be limited or excluded under any applicable laws and regulations.

11.1

To the extent that collection, use, processing or disclosure of any Personal Data by the receiving party is permitted under this Agreement, the receiving party shall collect, use, process and/or disclose Personal Data in full compliance with the PDPA and the provisions of this Agreement, and in a manner that does not cause either party to be in breach of its obligations under the PDPA.

11.2

The Advertiser shall: (i) procure that each applicable client or person consents to the collection, storage, use, Processing or disclosure of their Personal Data by the Carousell Group for any purpose in relation to the subject matter of this Agreement; (ii) shall ensure the accuracy, authenticity and integrity of such Personal Data, and agrees and undertakes to Carousell as follows (at the Advertiser’s own cost and expense): (a) that the Advertiser shall have complied with all applicable data protection and privacy laws and regulations (including amendments thereto) in connection with any Personal Data; and (b) that the Advertiser shall have done all things necessary (including without limitation providing all relevant notifications and obtaining all necessary consents of data subjects) to ensure that the collection, use, disclosure and/or other Processing of the Personal Data by the Carousell Group and its service providers shall not be in contravention with any such laws and regulations.

11.3

The Advertiser agrees that where the Processing of any Personal Data is carried out by Carousell and its service providers on the Advertiser’s/Agency’s behalf, Carousell and its service providers are data intermediaries within the meaning of the PDPA.

11.4

Any Personal Data which is collected, used, disclosed and/or Processed by the Carousell Group in connection with this Agreement will be collected, used, disclosed and/or Processed in accordance with Carousel’s  Privacy Policy available at https://support.carousell.com/hc/en-us/articles/115006700307-Privacy-Policy. In addition to the purposes identified in Carousell’s Privacy Policy, Carousell may collect, use and disclose Personal Data for the following purposes: (a) verifying and Processing the Advertiser’s personal particulars and payments made for the posting of the Ads; (b) communicating with the Advertiser with regards to changes and development to policies, terms and conditions and other administrative information, including for the purposes of servicing the Advertiser in relation to Services provided or to be provided under this Agreement; and (c) complying with any order of court or directive from authorities investigating any alleged offence, misdeeds and/or abuse or for the purposes of taking legal action against any Advertiser.

The Advertiser shall indemnify, defend and hold harmless Carousell, its subsidiaries, Affiliates and/or Representatives and their respective successors, heirs and assigns (collectively, the “Carousell Parties”) against any liability, damage, loss or expense (including reasonable legal fees) (collectively, “Losses”) incurred by or imposed upon the Carousell Parties or any one of them in connection with any third-party claim, suit, action, demand or judgment (“Claims”) arising from or in connection with: (a) a breach by Advertiser of sections 3.4, 9 and/or 11; (b) any intellectual property right infringement in respect of any Advertising Material provided to Carousell by the Advertiser; (c) the Advertiser’s use of the Sites other than as permitted herein; provided, however, that in any such case Carousell will: (i) provide the Advertiser with notice of any such claim within fourteen (14) working days of Carousell being made aware of the claim; (ii) permit the Advertiser to assume and control the defense of such action upon the Advertiser’s written notice to Carousell of Advertiser’s intention to indemnify; and (iii) upon the Advertiser’s written request, and at no expense to any Carousell Parties, provide to Advertiser all available information and assistance reasonably necessary for the Advertiser to defend such claim. The Advertiser will not enter into any settlement or compromise of any such claim, without Carousell’s prior written consent, which will not unreasonably be withheld or delayed. Carousell shall have the right to participate in the defense with counsel of its choice at its own expense.

13.1 

During the term of this Agreement, each party will regard any information provided to it, whether orally, visually or in writing, by the other party and designated as proprietary or confidential to be confidential (“Confidential Information”). Confidential Information shall also include any information which, to a reasonable person familiar with the disclosing party's business and the industry in which it operates, is of a confidential or proprietary nature. The receiving party shall keep the disclosing party's Confidential Information confidential and shall: (a) hold and keep in confidence any and all such Confidential Information and not disclose the Confidential Information or any part thereof to any third party except to its Representatives whose duties require them to possess or consider the Confidential Information and strictly on a “need to know” basis only; and who shall prior to such disclosure agree to keep such information confidential and be bound by this Agreement; and (b) use and/or reproduce such Confidential Information, in whole or in part, only to the extent necessary for the performance of its obligation under this Agreement. The receiving party acknowledges and agrees that it shall be responsible for any breach of the obligations of this Agreement, any act or omission or any violation of the terms of this Agreement by any of its Representatives and shall take all reasonable measures (including but not limited to court proceedings) to restrain such Representatives from prohibited or unauthorised disclosure or use of the Confidential Information. The parties expressly agree that the terms and pricing of this Agreement and any pitch materials prepared by Carousell are the Confidential Information of Carousell. The receiving party shall promptly notify the disclosing party upon becoming aware of a breach or threatened breach hereunder, and shall cooperate with any reasonable request of the disclosing party in enforcing its rights. The provisions of this section 13.1 will continue for a period of three (3) years after termination or expiration of this Agreement.

 13.2

Information will not be deemed Confidential Information hereunder if such information: (a) was generally available to the public or enters the public domain through no improper action or inaction by the receiving party or by anyone to whom the receiving party lawfully disclosed the Confidential Information; (b) was available to the receiving party on a non-confidential basis prior to disclosure by the disclosing party; or was available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or is otherwise prohibited from disclosing the confidential information to the receiving party; (c) was independently developed by the receiving party whether on its own or jointly with a third party or third parties who have had no access to or knowledge of the said Confidential Information; (d) is independently developed by the receiving party; (d) was approved for release or use by written authorisation of the disclosing party or; (e) is required to be disclosed by any law, judicial order or decision or regulation or rule of any governmental or regulatory authority. In the event that the receiving party or any of its Representatives is obligated or requested to disclose any Confidential Information following provisions of section 13.2(e), the receiving party shall promptly inform the disclosing party so that the disclosing party is given the opportunity to object to such disclosure. Should any such objection by the disclosing party be unsuccessful or should the disclosing party decide not to object to any such disclosure, the receiving party or its Representative so obligated or requested to disclose the Confidential Information may disclose only such Confidential Information to the extent required by the relevant court order or governmental or regulatory authority. For the avoidance of doubt, any disclosure of Confidential Information in accordance with section 13.2(e) shall not be deemed to eliminate the status of such information as Confidential Information with regards to other disclosure or use thereof.

 14.1

Any failure or delay by either party in the performance of its obligations pursuant to this Agreement (save for Fees payable under this Agreement), to the extent due to any failure or delay caused by fire, flood, earthquake or similar elements of nature, or acts of war, terrorism, riots, civil disorders, rebellions or revolutions, acts of governmental authorities or other similar events beyond the reasonable control of the affected party which affects the general public in the affected party’s city or country and frustrates the affected party’s performance of this Agreement (each such event a “Force Majeure Event”), is not a default under this Agreement or a ground for termination hereunder, except as provided in this section 14.1. Upon the occurrence of a Force Majeure Event, the affected Party shall be excused from any further performance of its obligations pursuant to this Agreement affected by the Force Majeure Event for as long as such Force Majeure Event continues and such Party continues to use all commercially reasonable efforts to recommence performance without delay, including workarounds. The party delayed by a Force Majeure Event shall promptly notify the other party of the occurrence of a Force Majeure Event and describe in reasonable detail the nature of the Force Majeure Event. In the event of a Force Majeure Event and, part delivery of the Services have been made by Carousell, the outstanding Services shall not be treated as cancelled and the time for delivery shall be extended accordingly, unless the parties otherwise agree to a partial termination. If Carousell fails to provide the Services in accordance with this Agreement due to the occurrence of a Force Majeure Event, the Fees shall be adjusted in a manner such that the Advertiser is not responsible for the payment of any Fees (or other charges) for Services that Carousell fails to provide.

14.2

This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

14.3

Carousell and the Advertiser are independent contractors, and nothing in this Agreement shall constitute or be deemed to constitute a partnership, joint venture or relationship of agency, employer and employee between the parties.

14.4

No amendment or variation of this Agreement shall be effective unless in writing and signed by a duly authorised representative of each party. In the event that any clause or part of a clause in this Agreement shall for any reason, be determined by a court or arbitral tribunal to be invalid or unenforceable then the remaining clauses and remaining parts of the clauses shall not be affected, impaired, or invalidated, and shall remain in full force and effect and shall continue to be binding upon the parties.

14.5

No waiver by a party of a failure by the other party to perform any provision of this Agreement shall operate or be construed as a waiver in respect of any other failure (whether of a like or different character). No waiver of any term of this Agreement shall be valid unless it is in writing and executed by each of the parties (or their authorised representatives).

14.6

A person who is not a party to this Agreement shall have no right to enforce any of its terms.

14.7

Except for the obligation to make payments, nonperformance of either party shall be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control of the non-performing party product in executing this Agreement.

14.8

Any communication required by this Agreement must be given in writing and shall be delivered by hand or sent by prepaid registered post or by email and shall be deemed delivered if: (a) delivered by hand, at the time of delivery; (b) if sent by registered post, on the second business day after posting; and (c) if sent by email, when actually received in readable form, in each case addressed to the receiving party at its address set forth on the applicable IO. Either party may change its address by giving written notice of such change to the other party.

14.9

This Agreement shall be governed and construed in accordance with the laws of Singapore and both parties submit to the non-exclusive jurisdiction of the Singapore courts in relation to any disputes arising out of or in connection with this Agreement or its subject matter.