By registering on, signing into, or using the Agoda Platform, you (“you” or “User”) agree to the terms herein (this “Agreement”):
“Agoda” means Agoda Company Pte. Ltd., a Singapore company with an address at 30 Cecil Street, #19-08 Prudential Tower, Singapore.

“Agoda Platform” means, at Agoda’s sole election, the Extranet or website or mobile application owned, operated, or provided by Agoda, including but not limited to the Agoda Partner Hub. “Extranet” means the connectivity solutions used to exchange information between you and Agoda, including without limitation Agoda’s own private network platform, YCS, and associated software.

“Agoda Content” means any content, information, or representations made available on the Agoda Platform, including but not limited to any Agoda Webinars, reports, suggestions, articles, aggregated data, and promotional banners. “Agoda Webinars” means any online seminars, podcasts, or presentations, either pre-recorded or live, offered to you via the Agoda Platform. Agoda Content is intended for the actual or potential business counterparties of Agoda, and is not targeted at those who may make bookings via the Agoda website or mobile application.

Except as expressly permitted by Agoda, you shall not (and shall not permit any person to) download, store, reproduce, transmit, display, print, copy, or distribute any Agoda Content or any portion thereof.

Any access to or use of any Agoda Content via mechanical, programmatic, robotic, scripted or any other automated means is strictly prohibited.

You shall not use any Agoda Content in any manner that infringes any copyright or proprietary interests therein.

Content or features may be added to or withdrawn from any Agoda Content, and Agoda Content may be otherwise modified without any notice to you.

In respect of any Agoda Webinar, Agoda reserves the right to cancel it or to substitute speakers if events beyond Agoda’s reasonable control substantially hinder provision of the Agoda Webinar.

Agoda may terminate or limit your access in respect of Agoda Webinars or other Agoda Content by giving you two days’ prior notice (email acceptable). Agoda may terminate or limit your access in respect of Agoda Webinars or other Agoda Content immediately and without any notice to you if you breach any term of this Agreement.

ALL AGODA CONTENT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND AGODA MAKES NO EXPRESS OR IMPLIED WARRANTIES UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THAT THE AGODA CONTENT IS OR WILL BE COMPLETE OR FREE FROM ERRORS OR THAT INFORMATION WILL CONTINUE TO BE AVAILABLE TO AGODA TO ENABLE AGODA TO KEEP SERVICES UP-TO-DATE. AGODA CONTENT IS PROVIDED FOR REFERENCE ONLY, AND ANY RELIANCE BY YOU UPON ANY AGODA CONTENT SHALL BE ENTIRELY AT YOUR OWN RISK.

To the maximum extent permitted by law, no Agoda Party shall be liable or responsible for any loss, injury, claim, liability, or damage of any kind resulting in any way from:

(a)     Any reliance by User upon any Agoda Content or any equipment or services provided in connection with any Agoda Content;
(b)     any errors in or omissions contained in, or relating to, any Agoda Content;
(c)     unavailability or interruption to the supply of any Agoda Content or any features thereof;
(d)     User’s use or misuse of any Agoda Content (regardless of whether User received any assistance from any Agoda Party in using or misusing the Agoda Content)
(e)     User’s use of any equipment or service that may be provided in connection with any Agoda Content;
(f)      the content of, or information or representations in, any Agoda Content;
(g)     any delay or failure in performance arising from circumstances beyond the reasonable control of at least one of the Agoda Parties; or
(h)     any negligence of any Agoda Party or its employees, contractors or agents in connection with the performance of its obligations under this Agreement.

“Agoda Parties” or “Agoda Party” means Agoda, any Agoda affiliate(s), and/or any officer(s), director(s), employee(s), subcontractor(s), agent(s), successor(s), or assign(s) of Agoda or any Agoda affiliate(s).
Agoda’s liability for breaching conditions or warranties, if any, that cannot be lawfully modified or excluded under this Agreement shall, to the extent permitted by law, be limited to supplying the Agoda Webinar or other Agoda Content.

Subject to sections 10, 11, and 12 above and any other liability exclusions or limitations elsewhere under this Agreement:

(a)     Agoda’s liability to User for loss or damage of any kind (including without limitation loss or damage caused by negligence) is reduced to the extent that User caused or contributed to that loss or damage.
(b)     THE AGGREGATE LIABILITY OF ALL AGODA PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF USER’S ACTUAL DIRECT DAMAGES. USER’S RIGHT TO MONETARY DAMAGES IN THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH USER MAY HAVE AGAINST ANY AGODA PARTY.
(c)     THE AGODA PARTIES SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LEGAL FEES) IN ANY WAY ARISING FROM, OR IN CONNECTION WITH, ANY AGODA CONTENT OR THE FAILURE OF ANY AGODA PARTY TO PERFORM ITS OBLIGATIONS, REGARDLESS OF ANY NEGLIGENCE OF ANY AGODA PARTY.

Agoda Content is provided for reference purposes only and is not intended to be, nor should it be used as, a substitute for professional advice or judgment. Content provided may also vary depending on the governing law applicable to each User. Agoda Content is not intended to be, nor should it be used or treated as, legal, tax, business, or financial advice.

User should obtain independent verification and advice before choosing to rely upon any piece of information in any situation where loss or damage may result.

User agrees that in the event that User infringes Agoda’s intellectual property right(s) contained in any Agoda Content, it shall compensate, defend, and indemnify Agoda for any actual or alleged infringement of any intellectual property right, including without limitation, trademarks, service marks, patents, copyrights, trade secrets or any similar property rights. Furthermore, User shall compensate, defend, and indemnify Agoda Parties for any and all liabilities, costs, losses, damages and expenses (including without limitation reasonable legal fees) arising from, or in connection with, any breach by User of any terms of this Agreement.

Non-dissemination. User shall not publish or disclose any Agoda Content to any third party, unless User has sought out and obtained Agoda’s prior written consent.

Law and Disputes. This Agreement is governed by, and construed in accordance with, the laws of Singapore, without regard to conflict of law principles. Any dispute arising from or in connection with this Agreement, including without limitation any question regarding its existence, validity or termination, shall be submitted to the exclusive jurisdiction of the courts of Singapore.

Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties, and supersedes any and all prior understandings and agreements between the parties with respect to this Agreement’s particular subject matter.

Severability. If any provision of this Agreement is found to be invalid or unenforceable, the parties shall remain bound by the remainder of this Agreement and the invalid or unenforceable provision shall be replaced with such new (valid and enforceable) provision having similar effect to the greatest extent possible.

No Third-Party Rights. The parties do not intend to give third parties any rights under this Agreement, and the Contracts (Rights of Third Parties) Act (2001) (Cap. 53B) does not apply to this Agreement.

Assignment. User may not assign its rights hereunder to any third party unless Agoda provides prior written consent to such assignment.

Complementary Rights. Agoda’s rights under this Agreement and/or under any other agreement between Agoda and User are complementary to the maximum extent possible, and each right of Agoda shall not be construed as limiting, waiving, or otherwise adversely affecting any other right of Agoda.

Force Majeure. Agoda shall not be liable for any delay or default in performing hereunder if such delay or default relates to any condition or event beyond the control of Agoda or User, including without limitation natural disasters, extreme weather conditions, government actions or restrictions, travel warnings, coup d’état, martial law, state of emergency, wars, terrorism, insurrections, epidemics, or nuclear incidents.

Accuracy. User represents that all information provided to Agoda relating to User is accurate, up-to-date, and true. If User has identified itself to Agoda as an entity or representative of an entity, User represents that it also has the necessary authority to bind such entity to this Agreement. If any representation in this section is false, User shall be personally – and to the maximum extent possible, jointly and severally – liable to Agoda.

Modification. User understands and agrees that Agoda may, at its sole discretion, amend this Agreement from time to time and that by continuing to use the Agoda Platform or any Agoda services, User accepts any amendments by Agoda to this Agreement. User understands that Agoda shall endeavor to date such amendments and that User shall be responsible for keeping abreast of any amendments.

Headings. Headings in this Agreement are inserted for convenience only and shall not affect the interpretation or construction of this Agreement.