You acknowledge that you have fully and carefully read and understood this Agreement before using the App and the Services. This Agreement set forth the legally binding terms and conditions for your use of the App and the Services.
1. Acceptance of Terms and Conditions.
a. By signing up for, installing and/or using the App, you agree to this Agreement and all other operating rules, policies and procedures that may be published from time to time through the App by the Company, each of which is incorporated by reference and each of which may be updated from time to time without notice to you.
b. Certain Services may be subject to additional terms and conditions specified by the Company from time to time; your use of such Services is subject to those additional terms and conditions, which are incorporated into this Agreement by this reference.
You are solely responsible for ensuring that in relation to you, this Agreement is in compliance with all laws, rules and regulations applicable to you and the right to access the Services is automatically revoked in the event this Agreement or the use of the Services, in relation to you, is prohibited or to the extent offering, sale or provision of the Services conflicts with any law, rule or regulation applicable to you, notwithstanding the absence of prohibition with respect to the Company. Further, the Services are offered only for your use, and not for the use or benefit of any third party.
To sign up for the Services, we may require you to register for an account on the Services (“Account”) or log in via Facebook Connect, or another authentication mechanism (“Third Party Account”). You undertake to provide accurate and complete information and keep your Account information updated at all times. You shall not: (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of a person other than you without appropriate authorization; or (iii) use, as a username, a name that is otherwise offensive, vulgar or obscene. You are solely responsible for the activity that occurs in your Account, and for keeping your Account password secure. You may never use another person’s user account or registration information for the Services without such person’s express permission. You undertake to notify us immediately of any change in your eligibility to use the Services (including any changes to, or revocation of any licenses or authorizations from third party or governmental authorities), breach of security or unauthorized use of your Account. You undertake to never publish, distribute or post login information for your Account. You shall have the ability to delete your Account, either directly or through a request made to one of our employees or affiliates.
a. Definition. For purposes of this Agreement, the term “Content” includes, without limitation, information, data, text, photographs, videos, audio clips, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services.
b. Notices and Restrictions. The Services may contain Content specifically provided by the Company, our partners or our users and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You undertake to abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services.
c. Availability of Content. The Company does not guarantee that any Content will be made available on the App or through the Services. We reserve the right to, but do not have any obligation to, (i) remove, edit or modify or otherwise manipulate any Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated this Agreement), or for no reason at all and (ii) to remove or block any Content from the Services.
5. Rules of Conduct.
a. As a condition of use, you undertake not to use the Services for any purpose that is prohibited by this Agreement. You are responsible for all of your activity in connection with the Services.
b. You shall not (and shall not permit any third party to) either (a) take any action upload, download, post, submit or otherwise distribute or facilitate distribution of any Content, that:
1. infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;
2. you know is false, misleading, untruthful or inaccurate;
3. is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by us in our sole discretion;
4. constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”);
5. contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party;
6. impersonates any person or entity, including any of our employees or representatives; or
7. includes anyone’s identification documents or sensitive personal information, financial or otherwise.
c. You shall not: (i) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (iii) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (iv) run any form of auto-responder or “spam” on the Services; (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the App; (vi) harvest or scrape any Content from the Services; or (vii) otherwise take any action in violation of our guidelines and policies.
d. You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Services, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.
e. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce this Agreement, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of us, our users and the public.
6. Third Party Services.
The Services may permit you to link to or otherwise access other websites, services or resources on your device and the Internet, and other websites, services or resources may contain links to or be accessed by the Services or the App (including, without limitation, sites and services to synchronize video to music). These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link or access does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.
8. In App Purchases.
Through the App, you may purchase (“In App Purchase”) certain goods designed to enhance the performance of the Services (“Goods”). When you purchase Goods, you are doing so through either Apple iTunes service or the Google Play service and you are agreeing to their respective terms and conditions.
We may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your use of the Services. If you wish to terminate your Account, you may do so by removing the App from your device and following the instructions on the App or through the Services. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, licenses of user Content, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
10. Warranty Disclaimer.
a. We have no special relationship with or fiduciary duty to you. You acknowledge that we have no duty to take any action regarding:
a. which users gain access to the Services;
b. what Content you access via the Services; or
c. how you may interpret or use the Content.
b. You release us from all liability for you having acquired or not acquired Content through the Services. We make no representations concerning any Content contained in or accessed through the Services, and you acknowledge that we will not be responsible or liable for the accuracy, copyright compliance, or legality of material or Content contained in or accessed through the Services.
c. The services and content are provided “as is”, “as available” and without warranty of any kind, express or implied, including, but not limited to, the implied warranties of title, non-infringement, merchantability and fitness for a particular purpose, and any warranties implied by any course of performance or usage of trade, all of which are expressly disclaimed. The Company, and our directors, employees, agents, suppliers, partners and content providers do not warrant that: (i) the services will be secure or available at any particular time or location; (ii) any defects or errors will be corrected; (iii) any content or software available at or through the services is free of viruses or other harmful components; or (iv) the results of using the services will meet your requirements. Your use of the services is solely at your own risk.
You shall defend, indemnify, and hold harmless the Company, our affiliates and each of our and their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Services, Content, or otherwise from your user Content, violation of this Agreement, or infringement by you, or any third party using your Account or identity in the Services, of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you undertake to assist and cooperate with us in asserting any available defenses.
12. Limitation of Liability.
In no event shall the Company, our directors, employees, agents, partners, suppliers or content providers, be liable under contract, tort, strict liability, negligence or any other legal or equitable theory with respect to the Services (i) for any lost profits, data loss, cost of procurement of substitute goods or services, or special, indirect, incidental, punitive, compensatory or consequential damages of any kind whatsoever (however arising), (ii) for any bugs, viruses, trojan horses, or the like (regardless of the source of origination), or (iii) for any direct damages in excess of (in the aggregate) of the greater of (a) the value of the prizes you have won during the immediately previous three (3) month period or (b) $50.00.
13. Governing Law and Jurisdiction.
This Agreement shall be governed by and construed in accordance with the laws of the Philippines, including its conflicts of law rules. You agree that any dispute arising from or relating to the subject matter of this Agreement shall be governed by the exclusive jurisdiction and venue of the state and courts of the Philippines.
We reserve the right, in our sole discretion, to modify or replace this Agreement, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the App or by sending you notice through the Services, via e-mail or by another appropriate means of electronic communication. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. While we will timely provide notice of modifications, it is also your responsibility to check this Agreement periodically for changes. Your continued use of the Services following notification of any changes to this Agreement constitutes acceptance of those changes, which will apply to your continued use of the Services going forward. Your use of the Services is subject to this Agreement in effect at the time of such use.
15. Apple Device and Application Terms.
In the event you are accessing the Services via an application on a device provided by Apple, Inc. (“Apple”) or an application obtained through the Apple App Store (in either case, an “App”), the following shall apply:
a. Both you and the Company acknowledge that this Agreement are concluded between you and the Company only;
b. The App is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Services for your private, personal, non-commercial use, subject to all the terms and conditions of this Agreement as they are applicable to the Services;
c. You will only use the App in connection with a mobile device that you own or control;
d. You acknowledge and agree that the Company is responsible for addressing any claims you or any third party may have in relation to the App;
e. You acknowledge and agree that, in the event of any third party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, the Company will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;
f. Both you and the Company acknowledge and agree that, in your use of the App, you will comply with any applicable third party terms of agreement which may affect or be affected by such use; and
a. Entire Agreement and Severability. This Agreement is the entire agreement between you and the Company with respect to the Services, including use of the App, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the Services. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder
b. Force Majeure. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
c. Assignment. This Agreement are personal to you, and are not assignable, transferable or sub-licensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.
d. Agency. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms and Conditions and neither party has any authority of any kind to bind the other in any respect.
Unless otherwise specified in this Agreement, all notices herein will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to email@example.com.
18. No Waiver.
Our failure to enforce any part of these Terms and Conditions shall not constitute a waiver of our right to later enforce that or any other part of this Agreement. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with this Agreement to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.