Terms of Service
1. INTRODUCTION AND LEGAL AGREEMENT
2. MEMBER ACCOUNT AND MEMBER WEBSITE
- The owner of a Member Account, Member Website and/or Member Content created and/or uploaded to the Services, may be considered to be the person or entity who has access to the e-mail address then listed in our records for such Member Account under which such Member Website or Member Content has been created.
- If any Paid Services (as defined below) were procured via the Member Account, the owner of such Member Account, or any Member Website and/or Member Content created thereunder, may be considered to be the person or entity whose billing details were used to purchase such Paid Services. Notwithstanding the foregoing, if a Member Website was connected to an external domain name (either imported or purchased as part of certain Paid Services, as defined below), and such domain’s registration information is publicly available via the WHOIS database provided on the www.whois.net website, the owner of such Member Website may be determined to be the person or entity registered as the owner of such domain thereunder. In the event that both an individual and an organization are registered as the owner of such domain, we will consider the organization as the actual owner of the domain, and therefore as the owner of the Member Website connected to such domain.
- All activities that occur under your Member Account or Member Website are your responsibility.
3. MEMBER ACCOUNT INFORMATION
- You are at least eighteen (18) years of age, or of the legal age of majority in your jurisdiction, and possess the legal authority, right and freedom to enter into this Agreement and to form a binding agreement, for yourself or on behalf of the person or entity committed by you to the Agreement;
- You are not a resident of (or will use the Services in) a country that the U.S., Philippine or Singapore government has embargoed for use of the Services, nor are you named on the U.S. Treasury Department’s list of Specially Designated Nationals or any other applicable trade sanctioning regulations;
- Your country of residence and/or your company’s country of incorporation is the same as the country specified in the contact and/or billing address you provide us;
- You understand that we do not provide any legal advice or any recommendation with respect to any laws or requirements applicable to your use or any of your end users, or your compliance therewith;
- You own all rights in and to any content uploaded by you (“Member Content”), including any designs, images, animations, videos, audio files, fonts, logos, illustrations, compositions, artworks, interfaces, text, literary works and any other materials (“Content”), or otherwise have (and will continue to have) the full power, title, licenses, consents and authority, in and to the Member Content, as necessary to legally use, publish, transfer or license any and all rights and interests in and to such Member Content;
- The Member Content is (and will continue to be) true, current, accurate, non-infringing upon any third party rights, and in no way unlawful for you to possess, post, transmit or display in the country in which you or your Member Website’s visitors and users reside, or for us and/or your visitors and users to use or possess in connection with the Services;
- You have obtained all consents and permissions required under all applicable laws, regarding the posting, transmission and publication of any personal information and/or image or likeness of any person, entity or property which is part of the Member Content, and you will adhere to all laws applicable thereto.
4. CONTENT OWNERSHIP, RESPONSIBILITY AND REMOVAL
5. YOUR OBLIGATIONS
- Fully comply with all applicable laws and any other contractual terms which govern your use of the Services (and any related interaction or transaction), including those specific laws applicable to you or your users and visitors in any of your geographical locations;
- Be solely responsible and liable with respect to any of the uses of the Services which occur under your Member Account and/or Member Website(s), and for any of your Member Content (including for any consequences of using or publishing such Member Content on or with respect to the Services);
- Regularly and independently save and backup any of your Member Content and the information that is being processed by you regarding your Member Website, including with respect to your visitors and users, and any applications and/or Third Party Services used by you;
- Receive from time to time promotional messages and materials from us or our partners, by mail, sms, e-mail or any other contact form you may provide us with (including your phone number for calls or text messages). If you wish not to receive such promotional materials or notices, please just notify us at any time;
- Allow us to use in perpetuity, worldwide and free of charge, any version of your Member Website (or any part thereof) for any of our marketing and promotional activities, online and/or offline, and modify it as reasonably required for such purposes, and you waive any claims against us or anyone on our behalf relating to any past, present or future moral rights, artists’ rights, or any other similar rights worldwide that you may have in or to your Member Website with respect to such limited permitted uses;
- Copy, modify, create derivative works of, download, adapt, reverse engineer, emulate, migrate to another service, translate, compile, decompile or disassemble any of the Sites, the Services (or any part thereof), any Content offered by us or Third Party Services for use and display within Member Websites (“Licensed Content”) and/or any part thereof in any way, or publicly display, perform, transmit or distribute any of the foregoing without our prior written and specific consent and/or as expressly permitted under this Agreement;
- Submit, transmit or display any Member Content, or use Licensed Content in a context, which may be deemed as defamatory, libelous, obscene, harassing, threatening, incendiary, abusive, racist, offensive, deceptive or fraudulent, encouraging criminal or harmful conduct, or which otherwise violates the rights of us or any third party (including any intellectual property rights, privacy rights, contractual or fiduciary rights), or otherwise shows any person, entity or brand in a bad or disparaging light, without their prior explicit approval;
- Publish and/or make any use of the Services or Licensed Content on any website, media, network or system other than those provided by us, and/or frame, “deep link”, “page scrape”, mirror and/or create a browser or border environment around any of the Services, Licensed Content and/or Member Website (or any part thereof), except as expressly permitted by us, in advance and in writing;
- Use any “robot”, “spider” or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Services (or its data), or in any way reproduce or circumvent the navigational structure or presentation of any of the Services to obtain or attempt to obtain any materials, documents, services or information through any means not purposely made available through the Services;
- Act in a manner which might be perceived as damaging to our reputation and goodwill or which may bring us into disrepute or harm;
- Purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use our name or our Marks and/or variations and misspellings thereof;
- Impersonate any person or entity or provide false information on the Services and/or Member Website, whether directly or indirectly, or otherwise perform any manipulation in order to disguise your identity or the origin of any message or transmittal you send to us and/or any of our other Visitors or Members;
- Falsely state or otherwise misrepresent your affiliation with any person or entity, or falsely express or imply that we or any third party endorses you, your Member Website, your business, your Member Products, or any statement you make;
- Reverse look-up, trace, or seek to trace another Member of Services, or otherwise interfere with or violate any other Member’s right to privacy or other rights, or harvest or collect personally identifiable information about visitors or users of the Services and/or Member Website without their express and informed consent;
- Disable, circumvent, bypass or otherwise avoid any measures used to prevent or restrict access to the Services, Member Website, the account of another Member(s), or any other systems or networks connected to the Services, by hacking, password mining, or other illegitimate or prohibited means;
- Probe, scan, or test the vulnerability of the Services or any network connected to the Services;
- Upload to the Services and/or Member Website or otherwise use them to design, develop, distribute and/or otherwise transmit or execute, any virus, worm, Trojan Horse, time bomb, web bug, spyware, malware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component;
- Take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Services or our systems or networks connected to the Services, or otherwise interfere with or disrupt the operation of any of the Services, or the servers or networks that host them or make them available, or disobey any requirements, procedures, policies, or regulations of such servers or networks;
- Use any of the Services and/or Member Website in connection with any form of spam, unsolicited mail, fraud, scam, phishing, “chain letters”, “pyramid schemes” or similar conduct, or otherwise engage in unethical marketing or advertising;
- Sell, license, or exploit for any commercial purposes any use of or access to the Licensed Content and/or Services, except as expressly permitted by this Agreement;
- Remove or alter any copyright notices, watermarks, restrictions and signs indicating proprietary rights of any of our licensors, including copyright mark [©] or trademarks [® or ™] contained in or accompanying the Services and/or Licensed Content; or
- Violate, attempt to violate, or otherwise fail to comply with this Agreement or any laws or requirements applicable to your use of the Services.
6. SUGGESTIONS, COMMENTS AND FEEDBACK
9. CANCELING PAID SERVICES
11. LATE PAYMENT
12. LOSS OF DATA, CONTENT AND CAPACITY UPON CANCELLATION
13. THIRD PARTY SERVICES
14. COPYRIGHTS AND DMCA
15. DISCLAIMER OF WARRANTIES
16. LIMITATION OF LIABILITY
Changes and Updates: We may change, suspend or terminate any of the Services (or any features thereof, or prices applicable thereto), and/or change any of the terms of the Agreement – at any time and in any manner. Such changes may become effective upon notice to you (and in any event, not in a retroactive manner except as required otherwise by law). If any such changes involve the payment of additional Fees, we will provide you with a notice of such Fees prior to enabling such specific changes. If you fail or refuse to pay such Fees, we may (at our sole discretion) cancel your Member Account (as further explained above), continue to support your then-current Services without enabling such changes, or provide you with alternative Services.
Governing Law: This Agreement, the rights and remedies provided hereunder, and any and all claims and disputes related hereto and/or to the Services, their interpretation, or the breach, termination or validity thereof, the relationships which result from or pursuant to this Agreement, or any related transaction or purchase, shall be governed by, construed under and enforced in all respects solely and exclusively in accordance with the internal substantive laws of the Philippines, without respect to its conflict of laws principles.
Jurisdiction: Any and all claims and disputes under this Agreement shall be brought in, and you hereby consent to them being decided exclusively by, a court of competent jurisdiction located in Muntinlupa City, Philippines. The application of the United Nations Convention of Contracts for the International Sale of Goods is hereby expressly excluded.
Notices: We may provide you with notices in any of the following methods: (1) via the Services, including by a banner or pop-up within the applicable Site(s), Member Account or elsewhere; (2) by e-mail, sent to the e-mail address you provided us; and/or (3) via SMS, social media or other communication platforms or (4) through any other means, including any phone number or physical address you provided us. Our notice to you will be deemed received and effective within twenty four (24) hours after it was published or sent through any of the foregoing methods, unless otherwise indicated in the notice.
Headings: Any heading, caption or section title contained herein, is provided only for convenience, and in no way defines or explains any section or provision hereof, or legally binds any of us in any way. Choice of Language: The terms of this Agreement were written in English. If a translated (non-English) version of this Agreement conflicts in any way with their English version, the provisions of the English version shall prevail. Relationship: This Agreement, your access to the Site(s), and your use of the Services, do not, and shall not be construed to create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between us and you.
Entire Agreement: This Agreement and any other legal or fee notices provided to you by us, shall constitute the entire agreement between you and us concerning the subject matter hereof or thereof, and supersede any and all prior or contemporaneous agreements, understandings, promises, conditions, negotiations, covenants or representations, whether written or oral, between us and you, including those made by or between any of our respective representatives, with respect to any of the Services. You further agree that you are not relying upon any promise, inducement, representation, statement, disclosure or duty of disclosure of us in entering into any of the terms of the Agreement.
Assignment: We may assign our rights and/or obligations hereunder and/or transfer ownership rights and title in the Services and/or Licensed Content to a third party without your consent or prior notice to you. You may not assign or transfer any of your rights and obligations hereunder without the prior written consent of us. Any attempted or actual assignment thereof without our prior explicit and written consent will be null and void. In any event, an assignment or transfer pursuant to this Section shall not in itself grant either us or you the right to cancel any Services or Third Party Services then in effect.
Severability; No Waiver: If any provision of the Agreement is deemed by a court of competent jurisdiction to be invalid, unlawful, void, or for any reason unenforceable, then such provision shall be deemed severable and will not affect the validity and enforceability of the remaining provisions. No Waiver of any breach or default of any of the terms of the Agreement shall be deemed to be a waiver of any preceding or subsequent breach or default.