By uploading/submitting your stories, quotations, excerpts of text or images from your blog, photographs and videos (the “Works”), you hereby agree to the following terms and conditions, which will form a binding agreement (the “Agreement”) between the Singapore Tourism Board (“STB”) and you (the “Content Provider”). STB and the Content Provider shall hereinafter be referred to each as the “Party”, and together the “Parties”. You hereby consent also to STB or its agents accessing your name and email for the purpose of contacting you in relation to this Agreement and the Works, and consent to the disclosure of your name on the various platforms and channels set out in the Permitted Purposes, in order for STB to attribute the Works to you.
The Parties agree as follows:
1.1 The Content Provider is an independent third-party user of the www.visitsingapore.com website, and is the owner of the Works, which will be used on the www.visitsingapore.com website and for the other Permitted Purposes (defined below) in order to enrich the Singapore story on the said website with a variety of different consumer voices.
1.2 STB wishes to obtain from the Content Provider, the right and licence to use the Works, and agrees to use the Works for the Permitted Purposes, upon the terms and conditions of this Agreement.
1.3 The Content Provider agrees to provide and license the Works to STB, upon the terms set out in this Agreement.
1.4 In this Agreement, unless the context otherwise requires, the following words shall have the following meanings:
“Effective Date” means the date the Content Provider has agreed to the terms and conditions in the Agreement by uploading/submitting their stories, quotations, excerpts of text or images from their blog, photographs and videos for STB’s use.
“Licensed Party” is defined in Clause 3.1.4.
“Permitted Purposes” is defined in Clause 2.2.
“Term” is defined in Clause 2.5.
“Territory” means all countries, bases and locations throughout the world.
1.5 In this Agreement, unless the context requires otherwise:
1.5.1 a reference to a gender includes the other gender;
1.5.2 the headings are used for convenience only and do not affect the interpretation of this Agreement;
1.5.3 a reference to any statute, rule, or regulation includes any amendment, consolidation, modification, re-enactment or reprint of it or any statute, rule, or regulation replacing it;
1.5.4 the words “in writing” include any communication sent by letter, facsimile transmission or email;
1.5.5 the word “include” or “including” shall not be construed as having any limiting effect; and
1.5.6 the word “person” includes a natural person and any body or entity whether incorporated or not.
2.1 In consideration of the publicity given to the Works on the www.visitsingapore.com website, the Content Provider hereby grants to STB, the perpetual, non-exclusive, royalty-free, sub-licensable right and licence in the Territory to use, reproduce, and communicate the Works, whether as individual or collective works or in combination with other works of STB or any third parties for the Permitted Purposes, including the right to:
2.1.1 collate, compile, publish and communicate the Works, and include the Works in other works for the Permitted Purposes;
2.1.2 include, edit (including if the Works breach or may breach any of the warranties in Clause 3 below), adapt or convert the Works in or to all the relevant media formats including on websites and online portals, Internet and electronic media for the Permitted Purposes;
2.1.3 make electronic reproductions for the Permitted Purposes;
2.1.4 make translations of the Works from the English language to any other language, and collate, compile, publish and communicate these translated Works, and include these translated Works in other works for the Permitted Purposes, provided the text is accurately translated as solely determined by STB;
2.1.5 reproduce and communicate the Works to STB’s public relations agencies and representative offices, and allow them to use the Works in the manner permitted under Clauses 2.1.1 – 2.1.4 for the Permitted Purposes; and
2.1.6 reproduce and communicate the Works to developers, and allow them to use the Works in the manner permitted under Clauses 2.1.1 - 2.1.3 for the Permitted Purposes,
for the Term. For the avoidance of doubt, such licences shall include the right to use the Content Provider’s trademarks, logos and trade names (if any) which are incorporated in the Works delivered by the Content Provider to STB, provided that such use is restricted to use, reproduction and communication of such trademarks, logos and trade names as integral parts of the Works.
2.2 The permitted purposes for which the licences are granted in Clause 2.1 are as follows: (a) sharing, communication and display of the Works through online platforms on the www.visitsingapore.com website or any of STB’s other websites at selected webpages (including the webpages of STB’s representative offices), and on STB’s video-sharing platforms including without limitation the STB Youtube.com accounts, (b) sharing, communication and display of the Works, whether by link back to the relevant www.visitsingapore.com or other website’s webpage or otherwise, on STB’s social media platforms, including without limitation Facebook and Twitter, and (c) allowing developers to share, communicate and display the Works or part thereof on the developers’ websites and applications, by way of developer application programming interfaces (collectively, the “Permitted Purposes”). Such Permitted Purposes may be amended from time to time by notification of STB to the Content Provider in writing.
2.3 Subject to the licences set out in Clauses 2.1 and 2.2, all copyright and other intellectual property in the original Works (“Background IP”) shall be retained by the Content Provider.
2.4 The Parties agree that all copyright and other intellectual property in all modifications, adaptations, and derivations of the Works made by STB shall vest in STB, subject to the Content Provider’s ownership of the Background IP pursuant to Clause 2.3.
2.5 The “Term” of this Agreement shall be 1 calendar year from the Effective Date, subject to an option for STB not to renew the Term of this Agreement for 1 more calendar year. This option may be exercised solely by STB in writing prior to the end of the Term, which will terminate the Agreement. If the option is not exercised by STB, this Agreement shall be automatically renewed for additional 1 year extension terms unless notice of non-renewal is sent by STB to the Content Provider prior to the end of the current Term.
3.1 The Content Provider warrants and undertakes that:
3.1.1 it is the sole and unencumbered owner of all copyright, trade marks and any intellectual property or other rights in the Works;
3.1.2 it has good title and authority to enter into this Agreement and is not bound by any previous agreement which adversely affects this Agreement or the performance of its obligations under this Agreement;
3.1.3 the Works are the original works of the Content Provider and are owned solely by the Content Provider and do not and will not infringe the copyright, trade marks or any intellectual property or other rights of any third party;
3.1.4 use of the Works in accordance with the terms of this Agreement by STB and/or any of the third party entities and agencies referred to in Clause 2.1.5 (each a “Licensed Party”) shall not subject STB or any Licensed Party to any claims by the Content Provider or any third party for copyright, trade marks or intellectual property infringement, or for any other cause of action;
3.1.5 the Works do not contain any confidential or proprietary information of the Content Provider or any third party;
3.1.6 the Works do not contain any personal data of any individual;
3.1.7 to the best of the Content Provider’s knowledge, the information in the Works are accurate and up to date as at the date of provision to the STB, and the Content Provider has obtained all the necessary approvals, licences and provisions (if any) to feature the third parties and their goods/services in the Works; and
3.1.8 the Works do not contain any obscene, offensive, unlawful or defamatory material and will not expose STB to civil or criminal proceedings.
3.2 The Content Provider shall indemnify STB and each Licensed Party and keep STB and each Licensed Party indemnified against any and all loss, damage, costs, expenses, liabilities and claims arising from any breach of this Clause 3, including any claim by a third party that any of the Works infringes any copyright, trademarks or intellectual property or other rights of a third party. STB may choose not to upload or cease communication, display and publication of the Works which are or will be in breach of the warranties in Clause 3.1.
4.1 Neither Party shall disclose to any third party any confidential information of the other Party at any time acquired during the existence of this Agreement or in any negotiations relating to this Agreement.
4.2 Confidential information of a Party shall include its present or future commercial, business, operational, marketing, publication, exploitation, and creative information and plans, but shall not include any part of the Works or any information contained in the Works.
STB shall not under any circumstances whatever be liable to the Content Provider for any losses, damages, expenses and costs suffered or incurred arising under or in connection with Clause 2.1.4 of this Agreement.
6.1 Entire Agreement & Variations
6.1.1 This Agreement is the entire agreement between the Parties and supersedes all previous agreements, representations or promises and sets out all the terms agreed between the Parties.
6.1.2 Any amendment or alteration to this Agreement must be in writing and signed by an authorised signatory of each Party.
6.2 Relationship of Parties
The Parties are independent contractors and nothing in this Agreement shall be deemed to constitute any employment, partnership, joint venture or principal-agent relationship between the Parties.
6.3 Assignment & Novation
Either Party shall not assign or novate its rights and obligations under this Agreement to a third party, without the other Party’s written consent.
6.4 Rights of Third Parties
A person or entity who is not a Party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any term of this Agreement, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, nothing in this Clause shall affect the rights of any permitted assignee or transferee of this Agreement.
6.5 Governing Law & Jurisdiction
6.5.1 This Agreement shall be governed by and construed in accordance with Singapore law.
6.5.2 The Parties hereby submit to the non-exclusive jurisdiction of the Singapore courts.