These Visit Turks and Caicos Islands Limited Advertising Terms (“Terms”) are entered into by Visit Turks and Caicos Islands Limited with its registered office located at 1276 Leeward Highway, Providenciales, Turks and Caicos Islands (“Visit Turks and Caicos Islands”) and the entity executing these Terms or that accepts these Terms electronically (“Customer”). These Terms govern Customer’s participation in Visit Turks and Caicos Islands’ advertising programmes and services (i) that are accessible through the account(s) given to Customer in connection with these Terms or (ii) that reference or are referenced by these Terms (collectively, “Programmes”). In consideration of the foregoing, the parties agree as follows:
(1) Programmes. Customer authorizes Visit Turks and Caicos Islands and any entity that directly or indirectly controls, is controlled by, or is under common control with, Visit Turks and Caicos Islands from time to time (“Affiliates”) to place Customer’s advertising materials and related technology (collectively, “Ads” or “Creative”) on any content or property (each a “Property”) provided by Visit Turks and Caicos Islands or its Affiliates on behalf of itself or, as applicable, a third party (“Partner”). Customer is solely responsible for all: (i) Creative, (ii) Ad trafficking or targeting decisions (e.g., keywords) (“Targets”), (iii) Properties to which Creative directs viewers (e.g., landing pages) along with the related URLs and redirects (“Destinations”) and (iv) services and products advertised on Destinations (collectively, “Services”). The Programme is an advertising platform on which Customer authorizes Visit Turks and Caicos Islands to use automated tools to format Ads. In these Terms an “Advertiser” is an entity whose Ads (whether created by itself or by a third party on its behalf) are placed by Customer through a Programme. If Customer is using a Programme on its own behalf to advertise and not on behalf of an Advertiser, for that use Customer will be deemed to be both Customer and Advertiser. Visit Turks and Caicos Islands and its Affiliates may make available to Customer certain optional Programme features to assist Customer with the selection and generation of Targets and Creative. Customer is not required to authorize use of these optional Targeting and Creative features and, as applicable, may opt-in to or opt-out of usage of these features, but if Customer uses these features then Customer will be solely responsible for the Targets and Creative. Visit Turks and Caicos Islands or Partners may reject or remove a specific Ad or Target at any time for any or no reason. Visit Turks and Caicos Islands and its Affiliates may modify or cancel Programmes at any time. Customer acknowledges that Visit Turks and Caicos Islands or its Affiliates may participate in the Programme in support of its own services and products.
(2) Policies. Customer is solely responsible for its use of the Programmes (e.g., access to and use of Programme accounts and safeguarding usernames and passwords) (“Use”). Programme Use is subject to applicable Visit Turks and Caicos Islands policies available at www.visittci.com/privacy and all applicable Partner policies made available by Visit Turks and Caicos Islands to Customer (in each case, as modified from time to time, “Policies”).
(3) Ad Serving. (a) Customer will not provide Ads containing malware, spyware or any other malicious code or knowingly breach or circumvent any Programme security measure. (b) Customer may utilize an Ad server solely for serving or tracking Ads. Customer is responsible for inputting Ad server tags so that they are materially functional.
(4) Ad Cancellation. Unless a Policy, the Programme user interface or an agreement referencing these Terms (an “IO”) provides otherwise, either party may cancel any Ad at any time. Cancelled Ads will generally cease serving within 4 business hours or as described in a Policy or IO. Customer must effect cancellation of Ads (i) online through Customer’s account if the functionality is available, (ii) if this functionality is not available, with notice to Visit Turks and Caicos Islands via email to Customer’s account representative or (iii) if Customer does not have an account representative, with notice to Visit Turks and Caicos Islands via email to email@example.com . Visit Turks and Caicos Islands will not be bound by a Customer provided insertion order or other Customer provided terms and conditions.
(5) Warranty and Rights. Each party warrants to the other that it will use reasonable skill and care in complying with its obligations under these Terms. Customer warrants that (a) it holds, and hereby grants Visit Turks and Caicos Islands, its Affiliates and Partners, the rights in Creative, Destinations and Targets for Visit Turks and Caicos Islands, its Affiliates and Partners to operate the Programmes, (b) all information and authorizations provided by or on behalf of Customer are complete, correct and current, and (c) Use, the Services or Destinations will not: (i) violate or encourage violation of any law or applicable regulation or code of practice (ii) infringe any intellectual property rights of any third party and or contain any material which may be harmful, abusive, obscene, threatening or defamatory. Customer authorizes Visit Turks and Caicos Islands and its Affiliates to automate retrieval and analysis of Destinations for the purposes of the Programmes. Visit Turks and Caicos Islands may, upon request of an Advertiser, share Advertiser-specific information with Advertiser.
(6) Make Goods. Customer acknowledges that in the event of failure by Visit Turks and Caicos Islands to deliver Ads for any reason, Customer’s sole remedy is to make a claim within 60 days after the invoice date (“Claim Period”). If Visit Turks and Caicos Islands confirms the accuracy of the claim, then Visit Turks and Caicos Islands will not charge Customer for undelivered Ads during the times times affected, or if Customer has already paid, Visit Turks and Caicos Islands, at its reasonable discretion, will provide for (i) advertising credits, which must be used by the Use By Date, or (ii) later placement of the Ads in a manner Visit Turks and Caicos Islands deems comparable.
(7) Payment. Customer will pay all charges incurred in connection with the Programme, in immediately available funds or as otherwise approved by Visit Turks and Caicos Islands, within a commercially reasonable time period specified by Visit Turks and Caicos Islands (e.g., in the Programme user interface or IO). Charges are exclusive of taxes, if applicable. Customer will pay (i) all taxes and other government charges and (ii) reasonable expenses together with legal and other professional fees Visit Turks and Caicos Islands incurs in collecting late payments. Charges are solely based on Visit Turks and Caicos Islands’ measurements for the Programmes and the applicable billing metrics. Any portion of a charge not disputed in good faith must be paid in full. No party may offset any payment due under these Terms against any other payment to be made under these Terms. Visit Turks and Caicos Islands may, in its sole discretion, extend, revise or revoke credit at any time. Visit Turks and Caicos Islands is not obligated to deliver any Ads in excess of any credit limit. If Visit Turks and Caicos Islands delivers Ads but does not deliver those Ads to the selected Targets, then Customer’s sole remedy for Visit Turks and Caicos Islands’ failure to deliver those Ads to the selected Targets is to make a claim for advertising credits within the Claim Period, after which Visit Turks and Caicos Islands will issue the credits following claim validation which must be used by the Use By Date. Customer understands that third parties may generate impressions or clicks on Customer’s Ads for prohibited or improper purposes and that its sole remedy is to make a claim for advertising credits within the Claim Period, after which Visit Turks and Caicos Islands will issue the credits following claim validation which must be used by the Use By Date. TO THE FULLEST EXTENT PERMITTED BY LAW, (A) CUSTOMER WAIVES ALL CLAIMS RELATING TO ANY PROGRAMME CHARGES UNLESS A CLAIM IS MADE WITHIN THE CLAIM PERIOD AND (B) THE ISSUANCE OF ADVERTISING CREDITS (IF ANY) IS AT VISIT TURKS AND CAICOS ISLANDS' REASONABLE DISCRETION AND IF ISSUED, MUST BE USED BY THE USE BY DATE. Customer acknowledges and agrees that any account, credit card and related billing and payment information which Customer provides to Visit Turks and Caicos Islands may be shared by Visit Turks and Caicos Islands with companies who work on Visit Turks and Caicos Islands’ behalf solely for the purpose of performing credit checks, effecting payment to Visit Turks and Caicos Islands, collecting debts owed to Visit Turks and Caicos Islands and/or servicing Customer's account.
(8) Disclaimers. No conditions, warranties or other terms apply to any Programme or to any other goods or services supplied by Visit Turks and Caicos Islands or its Affiliates under the Terms unless expressly set out in the Terms. To the fullest extent permitted by law, no implied conditions, warranties or other terms apply (including any implied terms as to satisfactory quality, fitness for purpose or conformance with description). None of Visit Turks and Caicos Islands, its Affiliates or Visit Turks and Caicos Islands’ Partners makes any guarantee in connection with the Programmes or Programme results.
(9) Limitation of Liability. Neither Visit Turks and Caicos Islands, Partners, or Affiliates shall be liable to Customer for any direct, indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages for loss of profits, loss of business opportunity, loss of anticipated savings, goodwill, use, data or other losses (even if we have been advised of the possibility of such damages) in connection with these Terms, including, without limitation, any such damages resulting from: (i) the use or the inability to use the services; (ii) the cost of procurement of substitute goods and services; or (iii) unauthorized access to or alteration of Customer’s content. In any case, the aggregate liability of Visit Turks and Caicos Islands to Customer under these Terms shall be limited to the amount actually paid by Customer to Visit Turks and Caicos Islands hereunder for the services in the three months immediately preceding the month in which the event (or first in a series of connected events). Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some or all of the above exclusions or limitations may not apply to Customer, and Customer may have additional rights.
(10) Indemnification. Customer will defend, indemnify and hold harmless Visit Turks and Caicos Islands, its Partners, agents, Affiliates, and licensors from any third party claim or liability arising out of or related to Targets, Creative, Destinations, Services, Use and/or breach of these Terms by Customer. Partners are intended third party beneficiaries of this Clause.
(11) Term and termination. Visit Turks and Caicos Islands may add to, delete from or modify these Terms at any time. The modified Terms will be posted at business.visittci.com/advertising-terms. Customer should look at these Terms regularly. The changes to the Terms will not apply retroactively and will become effective 7 days after posting. However, changes specific to new functionality or changes made for legal reasons will be effective immediately upon notice. Either party may terminate these Terms at any time with notice to the other party, but (i) campaigns not cancelled under Clause 4 and new campaigns may be run and (ii) continued Programme Use is, in each case subject to Visit Turks and Caicos Islands’ then standard terms and conditions for the Programme available at business.visittci.com/advertising-terms. Visit Turks and Caicos Islands may suspend Customer’s ability to participate in the Programmes at any time. In all cases, the running of any Customer campaigns after termination is in Visit Turks and Caicos Islands’ sole discretion. From time to time Customer may have advertising credits or other unclaimed funds within the Programme account ("Credits"). Unless used by the applicable expiration date, Credits will expire and not be available to the Customer, according to the following schedule: (a) Credits issued pursuant to Clauses 3 or 6 above will expire if not used by the relevant Use By Date; (b) Credits provided by Visit Turks and Caicos islands for promotional purposes will expire if not used by the relevant date in the promotion or during the time period specified in such promotional terms and conditions, and (c) Credits not otherwise covered by (a) or (b) will expire if not used within 3 months of the date when such Credits became available to Customer within the Programme.
(12) Miscellaneous. (a) These Terms are governed by the laws of the Turks and Caicos Islands and the parties submit to the exclusive jurisdiction of the courts of the Turks and Caicos Islands in relation to any dispute (contractual or non-contractual) concerning these Terms or the Programmes. (b) Nothing in these Terms will limit a party’s ability to apply to any court to seek equitable relief. (c) These Terms set out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into these Terms neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in these Terms. (d) No party may make any public statement regarding the relationship contemplated by these Terms (except when required by law). (e) All notices of termination or breach must be in writing and addressed to the other party’s Legal Department (or if it is not known if the other party has a Legal Department then to the other party's primary contact). The email address for notices being sent to Visit Turks and Caicos Islands’ Legal Department is firstname.lastname@example.org. All other notices must be in writing and addressed to the other party’s primary contact. Notice will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable). These notice requirements do not apply to legal service of process, which is instead governed by applicable law. (f) Except for modifications to these Terms by Visit Turks and Caicos Islands under Clause 11, any amendment must be agreed to by both parties and expressly state that it is amending these Terms. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under these Terms. If any term (or part of a term) of these Terms is invalid, illegal or unenforceable, the rest of these Terms will remain in full force and effect. (g) Neither party may assign any part of these Terms without the written consent of the other party, except to an entity that directly or indirectly controls, is controlled by, or is under common control with the assigning party but only where (I) the assignee agrees in writing to be bound by these Terms, (II) the assigning party remains liable for obligations under these Terms if the assignee defaults on them, and (III) the assigning party has notified the other party of the assignment. In addition, Visit Turks and Caicos Islands may assign any debt which is owed to Visit Turks and Caicos Islands by Customer to a third party without the consent of the Customer. Any other attempt to transfer or assign is void. (h) Except as expressly listed in Clause 10, there are no third-party beneficiaries to these Terms. (i) These Terms do not create any agency, partnership or joint venture among the parties. (j) Clauses 1 (last sentence only) and 7 to 12 will survive termination of these Terms. (k) Except for payment obligations, no party or any entity that directly or indirectly controls, is controlled by, or is under common control with, that party from time to time is liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.