Terms of Service - Beacon Merchant

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Last updated: July 1, 2018

These Terms of Service ("Terms" and/or "Agreement") explains your rights and obligations as a Merchant, defines and regulate the contractual relationship between the Merchant and Tribal Living constitutes a legally binding agreement between the Merchant and Tribal Living. We suggest that you access and become familiar with these Terms. We may, in our sole discretion, change these Terms at any time by updating this web page. You are bound by all such modifications, and it is your responsibility to review these Terms on a regular basis. Please read these Terms carefully.

Definitions

Merchant: The business identified on the Tribal Beacon Deployment Form (hereafter referred to as the “Deployment Form”) and signed by the Merchant’s authorised representative (“You” and/or “Merchant”).

Tribal Living: Tribal-Living (HK) Limited, a company with its registered office situated at Unit 205B, 2/F, Block B, Sea View Estate, 4-6 Watson Road, North Point, Hong Kong.

Merchant and Tribal Living may hereafter be collectively referred as the “Parties”.

Duration: The period of duration set forth on the Deployment Form.

Fee: As per Deployment Form paid by Tribal Living to the Merchant for each beacon message transmitted.

Premises: The Deployment Location and Shop Name(s) set forth in the Deployment Form.

PREAMBLE

The Merchant controls and operates various Premises throughout Hong Kong. In exchange for the Fee, the Merchant permits Tribal Living to place beacon devices in the Premises during the Duration to enable Tribal Living to wirelessly transmit advertising of select products and services from the beacon devices to mobile devices of Merchant’s existing customers and passers-by.

Application

Your Deployment Form is a binding offer to Tribal Living in respect of licensing the Premises for the Services. Tribal Living's acceptance of your Application shall occur, and a contract shall form only once Tribal Living approves the Deployment Form.

Scope of these Terms

The deployment and management (“Services”) of Tribal Living’s wireless beacons (“Products”) and payment of the Fee, are governed solely by these Terms.

Grant of License

Merchant as licensor hereby grants to Tribal Living as licensee for the Duration a non-exclusive license for the Products to be deployed and managed in and at the Premises.

Fee

Tribal Living agrees to pay the Merchant the Fee in arrears within thirty (30) days following the month in which the Fee was incurred. For example, the aggregate Fee payable for all transmissions in July will be paid in August and so forth. 

 

Services

Prior to deploying the Products, or making any modifications or changes to them, Tribal Living will discuss all installation plans for the Merchant’s approval.  

The Merchant agrees that Tribal Living or its agents all shall have free access to the Premises at reasonable time that will not disturb the merchant’s business for the purpose of installing, operating, inspecting, maintaining, removing, repairing and replacing the Products.  

The Merchant may carry out maintenance and/or refurbishment or redecoration of the Premises whenever required without seeking approval of Tribal Living provided that if such actions requires removal or relocation of the Products or is likely to interrupt the operation of the Products, the Merchant shall give Tribal Living 14 days oral or written notice to give Tribal Living time to make adjustments as needed including relocation or removal of the Products from the Premises as necessary.  

Repair and/or Reinstatement

Any and all interference or damage caused to the Premises or equipment of other licensees by such removal shall be immediately repaired or eliminated by Tribal Living.  If Tribal Living fails to make such repairs at its sole cost and expense within seven (7) days after the occurrence of such damage or if Tribal Living fails to remove all of the Products within thirty (30) days of the termination of these Terms, Merchant may perform, or cause to be performed, all necessary removal or repairs at Tribal Living’s cost and expense and such sum shall be immediately due upon the rendering of an invoice as an additional fee hereunder.   

Termination

Upon the expiration or termination of these Terms, Tribal Living agrees to remove all of the Products within thirty (30) days.  The removal of the Products will be performed in a workmanlike manner by suitably trained employees or contractors, without any interference, damage or destruction to any other equipment, structures or operations at the Premises.  

Warranty Disclaimer

Tribal Living does not make, and hereby expressly disclaims, any warranty or representation with respect to the Products or the Services, express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, performance, accuracy, reliability, and non‐infringement. In particular, Tribal Living does not warrant that the operation of the Products and Services will be uninterrupted or error free or that the Products will meet any party’s expectations.

Notices

In any case where a notice or another form of communication with Tribal Living is to be given or made pursuant to any provision of this Agreement, such notice or communication shall be sent to its address at:

Unit 205B, 2/F, Block B, 

Sea View Estate, 

4-6 Watson Road, 

North Point, Hong Kong

Effective Date

These Terms will become effective on earlier of the Commencement Date set forth on the Deployment Form or when Tribal Living accepts the Deployment Form. These Terms and the contract that they establish may be terminated by either Party with cause, i.e., if the other Party is in breach of the terms and conditions hereof or any applicable law and fails to remedy the same within 30 (thirty) days of receipt of a written notice to that effect from the Party not in breach.

Responsibilities

If any of these Terms is deemed invalid, void, or for any reason unenforceable, that condition will be deemed severable and will not affect the validity and enforceability of any remaining condition.

If you breach these Terms and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach these Terms of Sale.

You agree that these Terms do not intend to confer and do not confer any rights or remedies upon any person other than the Parties identified herein.

Assignment

The Merchant shall not assign or transfer any of the rights or responsibilities set forth herein without the prior written consent of Tribal Living, and any purported attempt to do so shall be deemed void.

Waiver

Either Party’s failure to exercise any of its rights hereunder shall not constitute or be deemed a waiver or forfeiture of any such rights.

Entire Agreement

These Terms, including all comments, exclusions and inclusions on the Deployment Form are the entire agreement between the Parties as to the matters set forth herein and supersedes any such prior agreement or communication. Any subsequent waiver or modification of this Agreement, or any part of it, shall only be effective if reduced to writing and signed and dated by both Parties.

Governing Law

This Agreement is governed by or shall be construed in accordance with the laws of Hong Kong and