VeMoBro Terms and Conditions

1. INTRODUCTION
Welcome to VeMoBro, (the “Platform”) a platform or environment that makes it easier for Buyers and Sellers to meet online. Before using the Platform, you are required to read the following terms and conditions, which will govern your access and use of the Platform. Only by agreeing to all the terms and conditions provided hereunder can you access and/or use the Platform. Your use of the Platform, by itself, signifies that you have read and understood these terms and conditions and your assent thereto. Note that your use of the Platform is subject to additional rules, policies, terms and conditions, as may be necessary to comply with applicable laws and regulations.
Polaris Digital Platform Enterprises Corporation (herein after called “Polaris”, for brevity) is the owner of the Platform, operating under the trade name VeMoBro.
2. USER ACCOUNT
2.1 A person may not access or use the Platform and may not accept the terms and conditions if:
(a) he/she is not of legal age to form a binding contract with Polaris;
(b) those who are incompetent to enter into contracts;
(c) he/she is not permitted to receive any services under the laws of the Philippines.
Should such person still proceed using the Platform by misrepresenting his legal capacity, such person and his/her parent(s)/guardian(s) shall be liable to comply with these terms and conditions should the person and/or the parent(s) or guardian(s) obtained an advantage or have caused inconvenience and/or damages to other persons using the Platform. This is without prejudice to criminal, civil or other liabilities as may be provided by applicable laws for the person’s fraudulent misrepresentation and/or his/her parent(s)’s/ guardian(s)’s neglect.
2.2 A user is required to register and create a User Account before such user can access the Platform. Only those who priorly registered with Polaris through the latter’s registration platform shall be recognized as valid holders of User Accounts. Persons who may acquire access to the Platform via the registration through any other means, or through any method without the requisite registration, as well as persons who may have allowed or made possible for others to access the Platform without the requisite registration will be criminally charged. During registration, the user will choose his/her designated account name and password. The user warrants to keep the password he/she provided confidential. Upon registration, Polaris will designate an account to the user.
2.3 The term ‘user’ includes all persons, natural or juridical, who indirectly or directly utilizes the Platform, for profit or otherwise, such as buyers, sellers and even including logistic suppliers, among others.
2.4 The user shall be solely responsible for maintaining the confidentiality, security of, and access to his/her User Account, including the password thereto. Users cannot reveal their passwords to others. A user’s revelation of his/her/its password to a third person, whether intentionally or through negligence or as a result of a crime, constitutes a violation of these terms and conditions. In which case, such User Account shall be terminated, without prejudice to all liabilities and/or responsibilities which are to be subsequently complied with by the user under these terms and conditions, if any, as well as with applicable laws. All accesses to, or those made directly or indirectly through, the User Account shall be concluded to be with the knowledge or consent of the user, until said User Account is terminated. The user shall be responsible for all accesses made through his/her User Account, regardless of whether such access was made with or without the user’s knowledge and consent.
2.5 The user assumes the risk of voluntarily or negligently sharing, assigning, or permitting the use of his/her/its User Account in favor of a third person. Sharing access information to a User Account is prohibited and may result to the termination of said User Account. All accesses made directly or indirectly through a User Account shall be concluded to be with the knowledge and consent of the user. Should any unauthorized use of the User Account be reported with the appropriate/applicable channels of Polaris, the latter shall not be responsible or liable for all matters that occurred prior to such communication, as well as for all matters that may occur during the interim period between the time of communication and the actual termination of the User Account. For User Account termination requests, the requesting party must prove that he/she/it is the registered user to the User Account.
2.6 The user warrants that all access and use of the Platform, directly or indirectly through the designated User Account shall be considered as having been with the knowledge and consent of the user.
2.7 All injuries and/or damages cause to the Platform, and/or to other users, via the unauthorized use of the User Account are deemed to be with the knowledge and consent of the user. In which case, the user on his/her/its own or jointly and severally with the person/entity who actually caused the injuries and/or damages shall indemnity, Polaris, its affiliates, directors, employees, agents and representatives, as well as the other users, for any loss or damages suffered.
2.8 Polaris shall not be liable for any or all losses or damages incurred by the user due to the latter’s failure to maintain the security of the User Account. On the other hand, Polaris, without incurring any liability to the user, shall have the right to suspend or terminate User Account.
2.9 The user/applicant consents to the gathering, collation, processing and transfer of his/her/its personal information or data as in the methods, manners and to the persons or entities described, and for the purposes mentioned, in the Privacy Policy linked hereto. Such consent is signified by the user’s/applicant’s act of applying and registering as a user of the Platform, and by accepting/pressing the “I Agee” button appearing at the end of these terms, as well as by the user’s subsequent use and access of the Platform, whether continuous or not.
2.10 A User’s continued access and use of the Platform is predicated on the user’s compliance with the instant terms and conditions, associated rules and policies, as well as all applicable laws and regulations relative to the use of the Platform.
2.11 The user’s act of registering and applying for a User Account and by accepting/pressing the “I Agree” button (found at the end of these Terms and Conditions), as well as the user’s subsequent use and access of the Platform, whether continuous or not, signifies his/her/its irrevocable acceptance and consent to all the terms, conditions and policies mentioned herein and/or linked hereto.
2.12 As a user of the Platform, the following, among other things, are hereby agreed upon:
(a) The user, whether for personal or commercial use, will not copy, reproduce, download, re-publish, distribute, sell, or resell any services, information, text, images, graphics, video clips, sound, directories, files, databases or listings, etc available through the Platform (the “Platform Content”), whether earning profit or not, without the written consent of Polaris. Use of such copied, reproduced, downloaded, republished, distributed, sold or resold services, information, text, images, graphics, video clips, sounds, directories, files, databases or listings, etc. shall be presumed to be without the knowledge and consent of Polaris, and
(b) The user will not copy, reproduce, download, compile or otherwise use any Platform Content for the purposes of operating a business that competes with the VeMoBro brand, or Polaris, or commercially exploit the Platform Content. Direct or indirect retrieval of Platform Content, by any means whatsoever, for the purpose of creating or compiling, directly or indirectly, a collection, compilation, database or directory (regardless of the means or methods utilized, such as, but not limited to, the use of robots, plug-ins, spiders, cookies, automatic devices or manual processes) without the written consent of Polaris, is prohibited. Use of any content or materials appearing on the Platform for any purpose not expressly permitted by these terms is prohibited. Polaris’ written consent shall not be presumed.
Violation of these provisions shall result in the termination of the User Account and shall hold the user, jointly and severally liable (if perpetrated with other persons) or solely liable (if perpetrated solely by the user) to Polaris for damages or loss sustained. If no sustained damages or losses were incurred, the user shall still be jointly and severally liable (if perpetrated by 2 or more persons) or solely liable (if perpetrated by the user only) for the same amount applicable to those whose trademarks or copyrights were infringed even if intellectual properties of Polaris are protected under applicable Intellectual Property laws or not. This is in addition to the liabilities that may be imposed upon the user and his/her/its cohorts, if any, under applicable local and international laws and regulations.
2.13 Polaris reserves the right, without prior notice, to restrict access to or use of the Platform to users, without incurring any liability. Polaris, in its own discretion, may also impose additional conditions for accessing or using the Platform as it may deem fit or as may be required by the law.
2.14 The user acknowledges that Polaris, in its sole discretion or at the instance of another user or third party, has the right to do the following acts, with or without notice to the user and without incurring any liability from such act, to wit:
a. Immediately terminate the User Account and delete any contents associated with the user;
b. Cancel any transaction associated with the user;
c. Withhold any sale proceeds or refunds; and
d. Take any other actions that Polaris deems necessary under the circumstances.
2.15 Polaris may use any or all of the following grounds as basis for taking the actions mentioned in Section 2.13. Said grounds include, but are not limited to, the following:
(a) Sharing of User Account;
(b) Report of hacked User Account, even if subsequently proven untrue, but person reporting was able to provide confidential user details;
(c) Inactive account;
(d) voucher abuse;
(e) violation of any term, condition, related policy or regulation;
(f) Any unlawful and/or immoral user behavior which may or may not include, fraudulent misrepresentations, harassment, defamation, threat and/or similar behavior;
(g) Registration of, or applying for, multiple user accounts. All User Accounts then registered may be deleted depending on Polaris’ discretion;
(h) Purchasing products through the Platform for the purpose of commercial re-sale. in which case, the subsequent actions over the User Account shall be without prejudice to other remedies, penalties and cases that may be imposed or filed against the user and/or his/her/its cohorts under applicable laws, rules and regulations;
(i) Excessive purchase of same, similar or related products from the same Seller or similar Sellers; and
(j) Similar acts and behaviors that are harmful or injurious to other users, third parties, or to the business interests of Polaris.
2.16 User Account which may be used for illegal and fraudulent actions, harassment, defamation, threats or similar abuses and behaviors may be referred to law enforcement authorities, at Polaris’ discretion, without informing the user.
2.17 Users, at their instance, may terminate their account by informing Polaris via email at [email protected] or via the proper account termination panel appearing in the Platform. If the requesting user has no pending/active transaction with other users, his/her/its account shall be terminated immediately subject to the prior approval of Polaris and upon providing proper information that he/she/it is the actual user of the account. If the requesting user has pending/active transaction with other users, the account shall not be terminated until all such transactions have been consummated/closed. However, other users will not be able to transact with the applicant user from the moment the applicant user applied for termination of his/her/its User Account.
2.18 Polaris shall not be liable for any damages that may have resulted from the termination of the account, whether incurred by third persons, sellers or buyers, or by users whom the terminated User Account is not registered to, but with whom the registered user transacted.
2.19 The user holds Polaris, its incorporators, directors, stockholders, shareholders, officers, employees and the like, and its Platform, free from any liability regarding damages to the item sold or item bought, which may have been incurred while in the Seller’s possession, in transit or in the Buyer’s possession. The user openly recognizes Polaris as a mere Platform, which could not physically possess or control the item sold or item bought. Likewise, the user recognizes that the any and all statements regarding the listed items, such as, but not limited to, the price, genuineness and authenticity thereof, are matters solely controlled by the Seller.
2.20 The user warrants that he/she/it is aware that his/her/its User Account can be viewed by the public (including the user rankings and reviews), as such the user consents to Polaris that all images, texts, items, matters, data, information, and the like, whether the same be privileged or sensitive, which the user intimated to Polaris through whatever means, may be utilized and distributed by the latter, and therefore, may be publicly viewed by, or given to, other users, third persons or government agencies, without any violation of the user’s right to privacy under the Constitution or under any other laws, such as, but not limited to the Data Privacy Act of 2012, as amended, and without Polaris incurring any liability to the user or to any third person, who may or may not incur damages. These images, texts, items, matters, data, information and the like also include those documents or data that may be gathered from those requisite documents submitted by users to Polaris, if any. This consent is freely given, specific, informed, and is tantamount to an indication of will, whereby the user agrees to the collection and processing of information directly or indirectly relating to the user, and may be evidenced by written, electronic or recorded means. This consent may also be given on behalf of the user by his/her/its agent. The recorded evidence includes printed data-base evidence showing that the user previously assented to the original, modified and/or amended terms and conditions. In addition thereto, the use of the Platform signifies the user’s consent as the user could not have accessed the Platform without previously assenting to the original, modified or amended terms and conditions, which contains the instant provision, which may or may not include amended terms pursuant to applicable laws.
3. SELLER’S RESPONSIBILITIES
3.1 For purposes of this section, a Seller is a type of user who sells or promotes his/her/its items, products or services through the Platform, regardless of whether such user also buys from other users via the Platform, and shall include, among others, logistics and/or forwarding companies listed in the Platform and used by the users to deliver the items (or services, if applicable) who may also be referred to herein as third-party suppliers.
3.2 Seller shall comply with proper commercial laws and other regulations, including those issued by the Department of Trade and Industry (“DTI”), and shall ensure that relevant information such as the price and the true and accurate details of items sought to be sold, expiration dates of food products, indication that products are perishable, if indeed these are perishable goods, properly sealed food products or perishable products, inventory amount and terms and conditions for the sale is updated on the Seller’s listing and shall not post inaccurate or misleading information. Marketing schemes shall not be an excuse for non-compliance or partial compliance with these terms and conditions. Full compliance with these terms and conditions is required.
3.3 Seller warrants that all items sought to be sold are genuine, authentic and original. Seller shall be solely liable for damages against any Buyer or third person for selling fake items and shall hold Polaris, its incorporators, directors, stockholders, shareholders, officers, employees and the like, free from any liability for such act. Should any court hold Polaris jointly liable or jointly and severally liable with the Seller for the latter’s act of selling fake items, the Seller shall reimburse Polaris of the whole amount the latter paid, without need of demand, and in addition to five hundred percent (500%) of the amount released as penalty. Interest, which shall be computed separately, shall likewise be reckoned from the date when Polaris released payment to those damaged by the Seller. This is without prejudice, and is in addition, to any criminal and/or civil liabilities that the Seller may incur under applicable laws, rules and regulations.
3.4 Items prohibited to be sold via, or posted on, the Platform are those prohibited to be sold, regulated or controlled, by government entities or regulatory bodies, including, but are not limited to:
i. Non-transferrable items (i.e., airline tickets, lottery tickets and the like);
ii. Used cosmetic products and used undergarments;
iii. Refurbished computers, mobile phones, tables, laptops and similar gadgets or electronic devices;
iv. Real estate;
v. Wildlife, animals, whether wild or domesticated, wildlife products, and animal parts, such as, but not limited to, claws, tusks, pelt, skins, shells and other parts;
vi. Wild mushrooms;
vii. Prohibited, regulated or protected flora and fauna;
viii. Food containing prohibited substances and/or chemicals or those containing substances in beyond the permitted proportions thereof;
ix. Food hazardous to human health, including, but not limited to, adulterated, contaminated, or spoiled food;
x. Non-pasteurized dairy products;
xi. Artifacts, antiquities and cultural relics, historical grave markers, and other related or similar items prohibited by law;
xii. Counterfeit or authentic monies, currency, coins, banknotes, and cheques;
xiii. Counterfeit or authentic stocks, bonds, money orders, credit and debit cards, investment interest;
xiv. Counterfeit or authentic digital currency, digitally stored value cards or any similar form of currency;
xv. Equipment and materials used to produce counterfeit or authentic currency, coins, banknotes, stocks, bonds, money orders, credit and debit cards, digital currency and the like;
xvi. If reproduction or replicas of coins are sold as collectible items, the same must be clearly identified as such, marked with the word “Reproduction”, “Replica” or “Copy”, and must comply with all other requisites provided by applicable laws;
xvii. Unauthorized replicas, copies or counterfeit products, which are violative of intellectual property laws and intellectual property rights of third persons;
xviii. Video games that are prohibited by the laws of the Philippines or are considered immoral, or video games that are not properly licensed for public distribution under Philippine laws;
xix. Books that are prohibited or do not comply with applicable laws, or those that are not properly licensed for public distribution under Philippine laws;
xx. Precious metals such as gold and silver, among others, but do not include jewelries. Any article manufactured in whole or in part of gold, silver, or other precious metal or alloys thereof, the stamps, brands or marks of which do not indicate the actual fineness of quality of said metals or alloys. Rough diamonds and conflict minerals without compliance with the legal requisites on matters pertaining thereto are prohibited.
xxi. Drugs, drug-like substances and associated paraphernalia;
xxii. Orally administered or ingested sexual enhancement foods and supplements;
xxiii. Articles, instruments drugs, and substances designed, intended or adapted for producing unlawful abortion, or any printed matter which advertises or describes or gives directly or indirectly information where, how and by whom unlawful abortion is produced;
xxiv. Prescription only medicines and pharmacy only medicines;
xxv. Narcotics, prescription veterinary drugs, psychotropic drugs, natural drugs, synthetic drugs, tranquilizers, steriods and other controlled and/or prohibited substances;
xxvi. Drug precursor chemicals and drug paraphernalia, including items intended or designed for the manufacturing, concealing or using prohibited or controlled substances;
xxvii. Any adulterated or misbranded articles of food or any adulterated or misbranded drugs in violation of the provision of the “Food and Drug Act”;
xxviii. Marijuana, opium, poppies, coca leaves, heroin or any other narcotics or synthetic drugs which are or may hereafter be declared habit forming by the President of the Philippines, or any compound, manufactured salt, derivative, or preparation thereof;
xxix. Opium pipes and parts thereof, of whatever material, and similar items;
xxx. Users may not sell over-the-counter drugs unless such user has the appropriate licenses and privileges granted by applicable laws to sell over-the-counter drugs;
xxxi. Users may not sell legitimate medical devices unless such user has the appropriate licenses and privileges granted by applicable laws to sell these legitimate medical devices;
xxxii. Items/products intended for medical use and/or presented as having medicinal properties, or those claimed to be intended for use in treatment or prevention of disease, contraception, and the like that may or may not permanently or temporarily interfere with the normal operation of a human or animal’s physiological function;
xxxiii. Dynamite, gunpowder, ammunitions and other explosives, firearms and weapon of war, and parts thereof, including, but are not limited to, replicas of weapons, explosives, firearms and ammunitions, pepper spray, stun guns, BB guns, paintball guns, spears, crossbow, swords, and any other item that could incapacitate or cause physical harm to others;
xxxiv. Bladed weapons such as knives, swords, bolo, kris, switchblade knives, disguised blades, and other bladed handheld devices are prohibited. Kitchen knives, bread knives and similar items are allowed. Upon notice, Polaris has the right to determine, on its own discretion, whether or not to allow specific knives to be presented on the Platform;
xxxv. Any item, service, or process that would aid in the production of weapons, whether the same be biological, chemical, nuclear or other Weapons of Mass Destruction;
xxxvi. Any part of a weapon, including ignition and detonation equipment;
xxxvii. Flammable, explosive, toxic, poisonous and hazardous chemicals, including hazardous waste;
Pesticides;
xxxix. Radioactive materials;
xl. Except when clearly identified as souvenir items, government, military and law enforcement issued items and/or those pretending to be such are prohibited, such as, but not limited to, law enforcement and/or military badges, including badges issued by government of other countries, articles of clothing similar to government/official uniforms, military decorations, medals and awards, law enforcement uniforms and insignia, law enforcement insignia and vehicles and warships of all kinds;
xli. Sodium Cyanide and other chemicals that are harmful to the environment and are regulated and/or prohibited by governments, environmental agencies or regulatory bodies;
xlii. Chemical products;
xliii. Any product or item containing harmful substances, such as, but not limited to, lead in toys;
xliv. Clothing, uniform, tags, medals, insignia or any other item which identifies with transportation industries, including manuals, articles or other materials related to commercial transportation, such as, but not limited to, the safety manuals in buses, trains and commercial airlines.
xlv. Any internal, official or classified document, whether it be non-public of public;
xlvi. Obscene, seditious or treasonous materials;
xlviii. Films and videos prohibited by Governments and/or regulatory bodies, or those that do not comply with applicable laws, or those that are not properly licensed for public distribution under Philippine laws;
xlix. Publications that do not comply with applicable laws or those that are not properly licensed for public distribution under Philippine laws;
l. Posting of items or statements that are offensive or those that advocates extreme ideologies;
li. Items used for illicit purposes, such as, radar scanners, descramblers, wiretapping devices, smart cards, card programmers, emulators and other cracking, phishing, hacking programs, telephone bugging/tapping devices and applications, items, equipment, software and applications used to gain unauthorized access to television programs, internet, telephone, data and/or other protected, restricted or premium services, spy equipment, jammers (i.e., wifi jammers, radio jammers, data jammers, gps jammers and the like), card readers or skimmers, or any other similar items, including manuals and instructors related thereto;
lii. Lock-picking devices and manuals or instructions teaching, among others, how to pick a lock or how to use, utilize, build, maintain, or repair a lock-picking device or similar items;
liii. Illicit and/or unlawful services, or services that teaches others to perform illicit and/or unlawful acts;
liv. Written or printed articles, negatives or cinematographic film, photographs, engravings, lithographs, objects, paintings, drawings or other representations of an obscene or immoral character
lv. Adult, obscene, and pornographic materials. Sex toys and/or similar products should not include nude or sexually explicit images;
lvi. Financial services, such as, but not limited to, money transfers, issuance of bank guarantees and letters of credit, and the like;
lvii. Legal services (i.e., annulment, legal separation, civil suit for damages, criminal complaints, defenses in cases, and the like) whether posted by a member of the bar or not;
lviii. Medical and healthcare services;
lix. Bulk email (spam) list, including tools, software and/or program designed to send unsolicited emails or promotion materials;
lx. Liquor, alcohol products, unless user has a valid license and all necessary permits. User should also be allowed to sell alcohol products under applicable laws;
lxi. Tobacco and tobacco related products, cigarettes and cigarette related products, electronic cigarettes and electronic related cigarette products, nicotine and other liquids for use in electronic cigarettes;
lxii. Fireworks, firecrackers and similar products;
lxiii. Automotive airbags;
lxiv. Embargoed goods, confiscated products, seized items, stolen items, recalled items, mislabeled goods and other similarly forbidden products/items;
lxv. Human parts or human remains, including, but not limited to, sperm, eggs, organs and blood;
lxvi. Slot machines and/or items or equipment specifically used in gambling, and which do not have other legitimate uses;
lxvii. Items/products prohibited by laws and regulations of different countries and jurisdictions;
lxviii. Any legally prohibited or regulated item/ product;
lxix. Any item/product similarly situated and/or of the same nature as any of the above-listed items/products;
3.5 The price of items for sale will be determined by the Seller at his/her/its own discretion. The amount breakdown should already include the selling price of an item, shipping charges, and applicable taxes, such as sales tax, value-added tax, tariffs, etc. as well as other details required by the Bureau of Internal Revenue of the Philippines and Seller shall not charge Buyer such amount additionally and separately.
3.6 Polaris may, at its discretion, engage in promotional activities through advertisements or bidding. In which case, Polaris will offer every seller to join the advertisement promo or avail the bidding promotion. In either case, the Seller shall be the one solely responsible for fixing the purchase price, as well as the one solely responsible/liable for any unlawful, inaccuracies in, or unfulfilled, warranties.
3.7 For the purpose of promoting the sale of the Seller’s listed items, Polaris may post such items at discounted/promotion price in other portals and/or websites, including, but not limited to, price comparison sites and other websites operated by Polaris.
3.8 Seller shall comply with applicable laws, including, but not limited to commercial and tax laws, including the rules and guidelines issued by appropriate government agencies regarding the issuance of receipts, credit card slips or tax invoices to the Buyer.
3.9 Seller acknowledges responsibility for paying all taxes, customs and duties for the item sold, and Polaris cannot provide any legal or tax advice on these matters. As tax laws and regulations may change from time to time, Sellers are advised to seek professional advice if in doubt.
3.10 Seller holds Polaris and its Platform, its incorporators, directors, stockholders, shareholders, officers, employees and the like, free from any liability regarding damages to the item sought to be sold, which may have been incurred while in the Seller’s possession or in transit. Seller openly recognizes Polaris as a mere Platform, which could not physically possess or control the item listed for sale or item sold.
3.11 Seller acknowledges being informed of Polaris’ offer of advertisement in the Platform, and the fact that if such offer is not accepted, but is accepted by other Sellers with competing products, their competitors’ advertisements may appear on the same screen where their listed items for sale appears. Seller waives any and all claim or complaint against Polaris regarding such matter.
3.12 In addition to being considered a Seller, users may also be considered as Third party suppliers or third party platforms should they offer their logistics services, forwarding services or any other services necessary for the users. Third party suppliers and Third party platforms shall have the same warranties and obligations as the Sellers, insofar as the services they provide are concerned.
3.13 User interfaces and programs which are utilized by the Platforms, such as those utilized in the Platform’s payment gateway (i.e., Paypal, _______, ______, and the like) are likewise considered as Third Party Platform.
3.14 Third party suppliers, as well as those who operate third party platforms for Polaris, hold the latter, its incorporators, directors, stockholders, shareholders, officers, employees and the like, free from any liability for damages or losses incurred by users or third persons, when such damages or losses are incurred directly or indirectly through the acts of the third party suppliers or through the use of the third party platforms.
3.15 Sellers, including Third-party suppliers (i.e., logistics and forwarding companies), warrant and guaranty that the final selling prices indicated on the Platform shall be the lowest price they can offer to the market compared to the prices they post in other platforms or websites. Posting lower prices in other websites, shall be tantamount to the immediate termination of the User Account, which termination shall be solely upon the discretion of Polaris, plus liability of paying damages for breach of these Terms and Conditions. Sellers agree to pay damages of at least One Million Pesos (Php1,000,000.00) for violating this provision, in addition to interests and penalties reckoned from the time of posting which resulted to a higher selling price appearing in the Platform - whether the cause of such be the posting in the other website/platform or the posting in the Platform.
3.16 Sellers, including Third-party suppliers (i.e., logistics and forwarding companies) and other Third-party Platforms, which have been given access to Polaris’ APIs or have accessed Polaris’ APIs, are prohibited from accessing databases beyond the logical and usual scope granted by Polaris, even if such access was made through software, programs or APIs given directly or indirectly by Polaris. Should a user, of whatever kind (i.e., seller, buyer, third-party supplier) violate this provision, such user shall be civilly and criminally liable for illegally obtaining information from Polaris’ database. Such prohibited act shall be considered as hacking, cracking, phishing or any other similar act, as the case may be, tantamount to the taking or viewing confidential information without proper consent.
3.17 The Seller warrants that he/she/it is aware that his/her/its User Account and those contained in it, such as the Seller’s products/items, user rankings and reviews, can be viewed by the public (even those who are not registered with the Platform), as such the Seller consents to Polaris that all images, texts, items, matters, data, information, and the like, whether the same be privileged or sensitive, which the Seller intimated to Polaris through whatever means, may be utilized and distributed by the latter, and therefore, may be publicly viewed by, or given to, other users, third persons or government agencies, without any violation of the user’s right to privacy under the Constitution or under any other laws, such as, but not limited to the Data Privacy Act of 2012, as amended, and without Polaris incurring any liability to the user or to any third person, who may or may not incur damages. These images, texts, items, matters, data, information and the like also include those documents or data that may be gathered from those requisite documents submitted by users to Polaris, if any. This consent is freely given, specific, informed, and is tantamount to an indication of will, whereby the Seller agrees to the collection and processing of information directly or indirectly relating to the Seller, and may be evidenced by written, electronic or recorded means. This consent may also be given on behalf of the Seller by his/her/its agent. The recorded evidence includes printed data-base evidence showing that the user previously assented to the original, modified and/or amended terms and conditions. In addition thereto, the use of the Platform signifies the user’s consent as the user could not have accessed the Platform without previously assenting to the original, modified or amended terms and conditions, which contains the instant provision, which may or may not include amended terms pursuant to applicable laws.
4. USER’S RESPONSIBILITIES AND WARRANTIES
4.1 The term ‘user’ includes all persons, natural or juridical, who indirectly or directly utilizes the Platform, for profit or otherwise, such as buyers, sellers and even including logistic suppliers, among others, regardless of whether transactions have been entered into by such persons or not.
4.2 A user represents, warrants and agrees that:
(a) The user has full power, authority and legal capacity to understand and accepts all the terms and condition set forth herein;
(b) The user has the capacity to perform the obligations entered into with other users in the Platform, including, but not limited to, paying the total purchase price, delivering the item sold in good condition, and having the legal authority to properly sell the item, among others;
(c) Access the Platform for the sole purpose of buying and/or selling items and not for purposes in which the Platform was not designed to perform, even if the Platform regardless of whether it can perform in the way it was not intended;
(d) The user shall not perpetrate any form of fraud or misrepresentation, as may be defined by applicable laws, All forms of fraud and misrepresentations;
(e) The user, if it is a business entity, shall indicate the principal place of business provided in its legal documents, such as, but not limited to, its Articles of Incorporation. A branch or a separate office will not be considered as a separate entity. Indicating addresses of branch offices or separate offices, other than the registered principal place of business is deemed fraudulent misrepresentation;
(f) Users who registered their sole proprietorship should indicate their registered place of business as address, regardless if their registered place of business is the same with that of their residential address;
(g)Users who buy items are required to indicate the address where they can receive the item during business hours (8am to 5pm) in a business day (Monday to Friday), and warrants that they will be present at that place during a business hours on a business day to receive the item.
If the Buyer fails to receive the item, a second (2nd) attempt to deliver shall be made at the same delivery address indicated by the Buyer. The Buyer cannot anymore change the delivery address he/she/it indicated in the Order Form. If the Buyer still fails to receive the item for the second (2nd) time, he will be given thirty (30) days to pick-up the item in a particular hub address. Should the Buyer fail to pick-up the item within the thirty (30) day period, the transaction shall be automatically considered as cancelled or terminated at the Seller’s instance if the payment method chosen is Cash on Delivery (“COD”). If another mode of payment was chosen, and complete payment was already received by the Seller, the Buyer’s failure to pick-up the item within the thirty (30) day period would result to the reversion of the item back to the Seller’s possession. The risk of damage or loss while the item is in transit towards the Seller is borne by the Buyer, since such transit is based on the Buyer’s action or inaction to comply with his/her/its obligation to accept the item in the address he/she/it indicated. The Buyer shall, if he/she/it still desires to acquire the item, is obliged to directly coordinate with the Seller. The Buyer’s continued failure to receive/accept the item constitutes a violation of the instant Terms and Conditions. This is without prejudice to any complaint which the Seller may file against the Buyer under applicable laws.
Seller bears the risk of loss or damage should the Buyer fail to immediately accept the perishable goods, when the same was first delivered to the delivery address which the Buyer indicated in the Order Form. This is without prejudice to any complaint which the Seller may file against the Buyer under applicable laws.
(h) Subsequent changes in the information submitted by the User should also be reflected in their User Account within twenty four (24) hours from the date of change. Those who submitted any Articles of Incorporation or DTI Registration or any other similar document, should likewise submit the official document reflecting the modified or amended or new information to continuously reflect true, accurate, current and complete information.
(i) User warrants that he/she/it will not post any item, matter or statement in any part of the Platform that would circumvent Polaris’ rules, terms and conditions, or in any other way that would prevent Polaris from earning its fees. This includes statements directing other users to directly contact him/her/it for the purchase of certain items/products. A violation of this paragraph/provision would immediately result to the termination of the user account and a penalty of at least One Million Pesos (Php1,000,000.00) to be paid by the user.
4.3 The user consents and allows Polaris and its affiliates, among others, to share the user’s contact information with other persons in accordance with the Privacy Policy.
4.4 The user represents, warrants and agrees (a) to be solely responsible for obtaining all necessary third party licenses and permissions regarding any User Content that the user intends to submit, post or display; (b) that all User Content submitted, posted or displayed do not infringe or violate any copyright, patent, trademark, trade name, trade secrets or any other personal, intellectual or proprietary rights of any person or party; (c) the user has the right and authority to sell, trade, distribute or export or offer to sell, trade, distribute or export the products or services described in the User Content and such sale, trade, distribution or export or offer does not violate any right of a third person or party; and (d) the user and the user’s affiliates are not the subject of any trade restrictions, sanctions or other legal restrictions enacted by any country, international organization or jurisdiction.
4.5 The user further represents, warrants and agrees that the User Content submitted, posted or displayed shall:
a) be true, accurate, complete and lawful and not deceptive, fraudulent, misleading or false. Nor shall it contain any defamatory, libelous, threatening, obscene, offensive, sexually explicit, or harmful matters, statements, images or description;
b) not contain information that is discriminatory or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, or any other information that may restrict or be offensive to the civil rights of other users or the public in general;
c) not violate any of the terms and conditions herein set forth, as well as other agreements referred herein or to which these terms and conditions were referred, including all other agreements which the user may concurrently have with Polaris during the duration of these terms and conditions;
d) not violate any applicable laws and regulations, nor be ambiguous as to be interpreted as violating such laws and regulations;
e) neither contain any link to other websites or platforms nor suggest purchasing any items through other websites or platform;.
4.6 The user further represents, warrants and agrees, among others:
a) to perform only legal acts whilst utilizing the Platform, in accordance with applicable laws and regulations;
(b) not to perpetrate fraud and misrepresentation, such as, but not limited to, selling of counterfeit or stolen items, use of stolen credit and debit cards, misrepresenting oneself and/or affiliation to other entities, or impersonation of any person or entity;
c) to conduct business transactions with other users of the Platform in good faith. Marketing schemes which deceive other users as to the real nature, quality, quantity and overall level of the item shall be considered as transacting business in bad faith;
d) carry on activities in accordance with these terms and conditions, along with other agreements concurrently entered into by the user with Polaris, directly or indirectly connected to the user’s utilization of the Platform;
e) not engage in spamming or phishing;
f) not engage in any other unlawful activities or encourage or abet any unlawful activities. As such, users hereby agree, consent and authorize Polaris to release any of the user’s information to appropriate investigative bodies for determination of violation of Anti-Fencing Law and Anti-Money Laundering Act, and any other similar laws;
g) not copy, reproduce exploit or expropriate the Platform’s various proprietary directories, databases and listings, as well as exploit Polaris’ intellectual properties, regardless of whether such properties were properly registered or not;
h) not upload or insert any computer viruses, trojans or programs designed to destroy, infiltrate or conspicuously obtain information or data of whatever form from any system or database, connected with the Platform, regardless of whether damages were actually caused to any software or hardware, or whether actual interference were made, so long as the capability to interfere exists;
i) not involve any scheme designed to undermine the integrity of any of the programs, software, hardware, data, systems or networks directly or indirectly related to the Platform, regardless of whether access to such data, systems or networks be authorized by Polaris;
j) not access or allow others to access the Platform without any authority or previous consent of Polaris or to gain or help others gain unauthorized access to the Platform, its related software, hardware, data, systems or networks, whether through the Platform’s system or through the use of third-party programs;
k) not include any director(s), officer(s), controlling parties, affiliates who are subject to economic sanctions imposed by any governmental or regulatory bodies;
l) hold Polaris, its incorporators, directors, stockholders, shareholders, officers, employees and the like, free from any liability which might arise in any user to user transactions even when such transaction was made through the Platform, and recognizes that the Platform is merely a venue where users can meet, but stresses that each individual transactions are not warranted by the Platform, and may fail due to the circumstances or subsequent acts of the Buyer
m) not engage in any activity which might otherwise create any liability for Polaris, in which case, the user shall be solely liable for any or all liabilities arising from his/her/its own actions. The user warrants to recognize and accept his/her/its liabilities and penalties defined by these terms and conditions..
4.7 The user cannot use the Platform to engage in activities or to promote activities or platforms that competes with the Platform;
4.8 Users which have been given access to Polaris’ APIs or have accessed Polaris’ APIs, are prohibited from accessing databases beyond the logical and usual scope granted by Polaris, even if such access was made through software, programs or APIs given directly or indirectly by Polaris. Should a user, of whatever kind (i.e., seller, buyer, third-party supplier) violate this provision, such user shall be civilly and criminally liable for illegally obtaining information from Polaris’ database. Such prohibited act shall be considered as hacking, cracking, phishing or any other similar act, as the case may be, tantamount to the taking or viewing confidential information without proper consent.
4.9 The user warrants to cooperate with Polaris, and provide it with all the necessary information needed to determine whether the user violated certain terms and conditions as complained by another member or a third person. . The user’s failure to cooperate and/or provide the necessary information, or the user’s unreasonable delay in submitting the necessary information, constitutes as the user’s waiver to submit any information, as well as the user’s consent for Polaris to render a conclusion based only on the information already on hand. Should Polaris’ conclusion be subsequently reversed by any court or tribunal, Polaris shall not be held liable thereto.
4.10 Despite Polaris’ lack of liability and responsibility for transactions entered into by users with other users, the user still warrants, agrees and consents that the venue for all cases which may be filed by a user against Polaris, or cases filed by Polaris against a current or previous user, shall be the place where Polaris’ principal place of business is located, Quezon City, should such cases directly or indirectly concern the use of the Platform. This includes cases in which Polaris is merely one of the respondents, cases where damages may have been incurred in the shipping or transportation of the items sold or cases of fraud or misrepresentation by users, among others. If Polaris is not among the parties to the case, this agreement on venue does not apply.
4.11 The user shall hold Polaris, its incorporators, directors, stockholders, shareholders, officers, employees and the like, free from any liability for acts done pursuant to a complaint against the user, even if Polaris’ decision be subsequently reversed by a competent tribunal. For this purpose, items which proprietary rights are currently being questioned before the proper regulatory bodies or courts cannot be listed. Items which have yet to be questioned before the proper regulatory body and/or competent court can be listed and posted despite a complaint lodged by another user or third person. This rule may be changed by Polaris on its own, depending on the circumstances, and upon Polaris’ discretion, for the purpose of protecting Polaris’ interest. Regardless of whether damages were incurred by any user or third person, by agreeing to these terms, the user waives any claim or complaint or right against Polaris in the latter’s act of implementing this provision.
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5. BREACH
5.1 Polaris has the sole discretion to remove, modify or reject any User Content that was submitted to, posted or displayed by the user, regardless of whether it was previously posted, with or without the knowledge of Polaris. Any item, statement, image, information or data posted in the Platform shall not be presumed to be with the knowledge or consent of Polaris.
5.2 In addition to all other penalties or punitive action mentioned herein, Polaris, in its own discretion, may also take disciplinary actions against any user of whatever kind, without incurring any liability, if such user breaches a term or condition. Disciplinary actions shall include, but are not limited to, the following:
a) impose restrictions on the number of product listings or User Content that the user may post or display;
b) remove any product listings or other User Content that the user submitted, posted or displayed;
c) restrict, downgrade, suspend or terminate the subscription of, use of, or access to, the Platform;
e) impose any other corrective actions, disciplinary measures or penalties as Polaris, in its own discretion, may deem necessary or appropriate under the circumstances without incurring any liability to the user.
Terms and conditions shall include all other agreement or contract entered into by the user with Polaris directly or indirectly connected with the utilization or use of the Platform. It shall also include modified and/or amended Terms and Conditions subsequently assented to by the user via online acceptance without need of a printed counterpart (i.e., hard-copy).
5.3 For purposes of this section, and in addition to all other provisions mentioned herein concerning breach or violation of a term or condition, a user is already considered in breach of a term or condition in any of the following circumstances:
a. if Polaris has reasonable grounds to believe, based on information gathered or submitted to it by any user or upon its own investigation, that such user has willfully or materially failed to perform his/her/its duty or responsibility to other users (or to another user);
b. if Polaris has reasonable grounds to believe, based on information gathered or submitted to it by another user or a third person or upon its own investigation, that such user, after receipt of the purchase price for his/her/its supplies and services, failed to deliver any or all items ordered/purchased by another;
c. if Polaris has reasonable grounds to believe, based on information gathered or submitted to it by another user or a third person or upon its own investigation, that such user, or item delivered, materially failed to comply with any of the terms and conditions previously assented to by the user;
d. if Polaris has reasonable grounds to believe, based on information gathered or submitted to it by another user or a third person or upon its own investigation, that a user used a stolen credit card or that such user provided false, fraudulent or misleading information in any of his/her/its transactions with another user, a third person or Polaris;
e. if Polaris has reasonable grounds to believe, based on information gathered or submitted to it by another user or a third person or upon its own investigation, that the action of a user may create financial loss or liability to the detriment of any other users, third persons or Polaris;
f. if the user violated or has failed to comply with any of his/her /its obligations under these terms and conditions, or in any other agreement or contract it entered with Polaris, which agreement or contract is simultaneously effective with these terms and conditions;
g. if Polaris has reasonable grounds to believe, based on information gathered or submitted to it by another user or a third person or upon its own investigation, that the user unreasonably refused or unreasonably failed to receive, accept and/or pay the item(s) ordered for purchase, regardless of whether payment was already made. This is without prejudice to any complaint which the Seller may file against the user under applicable laws;
h. if Polaris has reasonable grounds to believe, based on information gathered or submitted to it by another user or a third person or upon its own investigation, that the user posted illegal or prohibited statements, matters or items on his User Account, whether the same be for sale or not or whether such statement or matter be accompanied with an intention to sell or not. This is without prejudice to any cases which may be filed against the user.
5.4 Users of whatever kind, shall not use the Platform or associated or unassociated programs, plug-ins, apps or items of similar nature to obtain electronic information from the databases or information containers/lists of other users, of whatever kind, and of Polaris. Violation of this provision shall constitute a breach of these terms and conditions and the penalties herein shall be without prejudice to other criminal or civil liabilities that may be imposed under applicable laws.
5.5 Polaris, without notice to the user, may cooperate with government authorities or law enforcement agencies, in cases where a user is under investigation of any wrongdoing in direct or indirect connection with the use of the Platform.
5.6 To the extent permitted by applicable laws, Polaris, without incurring any liability, may disclose any information to the government authorities or enforcement bodies, upon their lawful request;
5.7 The user shall hold Polaris, its incorporators, directors, stockholders, shareholders, officers, employees and the like, free from any liability for any content or other material transmitted through the Platform, including fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit material found in the User Account;
5.8 The user shall hold Polaris, its incorporators, directors, stockholders, shareholders, officers, employees and the like, free from any liability for any activity made by the user using his/her/its account in the Platform and agrees that any content in his/her/its own account is attributable to him/her/it.
6. LIMITED LIABILITY
6.1 The Platform is merely an online environment that allows people/parties to meet online. As such, Polaris neither owns nor possesses any merchandise listed and displayed on the Platform. Polaris does not, at any point, acquire ownership, possession of, juridical or otherwise, or control over, the items sought to be sold.
6.2 User recognizes and agrees that no representations or warranties of any kind is made by Polaris for any item/product or service listed and displayed in the Platform, regardless of whether such item/product is among those advertised in the Platform.
6.3 Users of whatever kind (sellers, buyers, and third-party suppliers) admit that they are independent and separate from Polaris and are neither agents nor representatives of Polaris.
6.4 Polaris does not make any warranty as to the following:
(a) the accuracy, timeliness, adequacy, commercial value or completeness of all data and/or information contained in the Platform;
(b) that the Platform is free from any computer virus or other malicious, destructive or corrupting code, agent, program or macros;
(c) the security of any information transmitted by or to any user through the Platform. For this purpose, the user agrees and accepts the risk that any information transmitted or received through the Platform may be accessed by unauthorized third parties and/or disclosed by Polaris or its officers, employees or agents to third parties purporting to be the user or purporting to act under his/her/its authority; and
(d) Online transmissions and electronic mail may be subject to interruption, transmission blackout, delayed transmission, and other risk brought about by transacting online, which may be due to internet traffic, incorrect data transmission, or a third-party’s lawful or unlawful interference.
6.5 User agrees that the use of, and access to, of the Platform is his sole discretion and carries all responsibilities attached thereto. The user accepts the sole risk of downloading any information and/or content from the Platform. If any loss/damage was caused to Polaris by the user’s act of obtaining or downloading material through the Platform, or of uploading materials to the Platform that causes damage to Polaris or third-persons, the user agrees that he/she/it will be liable up to the extent of the damage caused to Polaris. No advice or information, whether oral or written, obtained by any user from Polaris shall create any warranty not expressly stated herein.
6.6 Polaris does not guarantee authenticity of the items/services offered in the Platform. Polaris does not guarantee good faith of the user, whether such user be a seller, buyer or third-party supplier. Users/Sellers/Third-party suppliers hold Polaris, its incorporators, directors, stockholders, shareholders, officers, employees and the like, free from any liability for any transactions entered into by said users/Sellers/Third-party suppliers through the use of the platform.
6.7 Third-party suppliers, such as the forwarders and logistics companies, which the users may choose from, are not guaranteed by Polaris, and are neither agents nor representatives of the latter.
6.8 Users agree that they hold Polaris, its incorporators, directors, stockholders, shareholders, officers, employees and the like, free from any liability from third party complaints in connection with any items/services listed and displayed by the user in the Platform. If any case arises from third party complaints, user agrees that it would indemnify Polaris and its officers and directors up to the extent of the damages caused, including litigation expenses and attorney’s fees.
6.9 Users agree to hold Polaris, its incorporators, directors, stockholders, shareholders, officers, employees and the like, free from any liability arising from the material, information and/or content posted and/or displayed by the user in his/her account and/or through the Platform. If any case arises from third party complaints, user agrees that it would indemnify Polaris and its officers and directors up to the extent of the damages caused.
7. PRIVACY
7.1 This section shall be construed in addition to all other provisions contained in the instant terms and conditions that deal with privacy and similar matters.
7.2 User consents and allows Polaris to collect, use, disclose and/or process the user’s personal data and information, and contents of the User Account.
7.3 The user warrants that he/she/it is aware that his/her/its User Account can be viewed by the public, including a user’s products/items, user rankings and reviews, as such the user consents to Polaris that all images, texts, items, matters, data, information, and the like, whether the same be confidential, privileged or sensitive, which the user intimated to Polaris through whatever means, may be utilized and distributed by the latter, and therefore, may be publicly viewed by, or given to, other users, third persons or government agencies, without any violation of the user’s right to privacy under the Constitution or under any other laws, such as, but not limited to the Data Privacy Act of 2012, as amended, and without Polaris incurring any liability to the user or to any third person, who may or may not incur damages. These images, texts, items, matters, data, information and the like also include those documents or data that may be gathered from those requisite documents submitted by users to Polaris, if any. This consent is freely given, specific, informed, and is tantamount to an indication of will, whereby the user agrees to the collection and processing of information directly or indirectly relating to the user, and may be evidenced by written, electronic or recorded means. This consent may also be given on behalf of the user by his/her/its agent. The recorded evidence includes printed data-base evidence showing that the user previously assented to the original, modified and/or amended terms and conditions. In addition thereto, the use of the Platform signifies the user’s consent as the user could not have accessed the Platform without previously assenting to the original, modified or amended terms and conditions, which contains the instant provision, which may or may not include amended terms pursuant to applicable laws.
7.4 The parties understand that information does not only go through and from Polaris, but are also passed around between users. In obtaining any data or information of other users during their transactions using the Platform, the user who obtains such information (“receiving party”), whether such user be a Seller or Buyer, agrees and acknowledges his/her/its responsibility under Data Privacy Act, and other related laws, if any. Thus, in connection with privacy laws, users agree to observe the following:
a) comply with all applicable personal data protection laws, such as, but not limited to, the Data Privacy Act, with respect to any such data; and
b) allow the “disclosing party” (i.e., the party disclosing any information, who may be a Seller or Buyer) whose personal data has been collected by the “receiving party” to review what information have been collected by the “receiving party” and give the “disclosing party” the opportunity to remove his or her data so collected from the “receiving party’s” database.
7.5 Confidential Information means any of the Seller or Buyer’s proprietary information, technical data, trade secrets, or know-how, including, but not limited to, business plans, research, product plans, products, services, customer lists, markets, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or any other business information disclosed by either Seller or Buyer directly or indirectly to each other in the course of their relationship.
7.6 The Seller or Buyer agree not to disclose any Confidential Information to third parties without the prior written consent of the other Party to whom such Confidential Information relates. This obligation shall not apply if (a) at the time of disclosure, such information is part of the public domain; (b) after the disclosure such information becomes part of the public domain except as a result of the acts or omissions of either Party; (c) it is agreed in writing by the disclosing Party that such information may be disclosed; or (d) information is disclosed pursuant to any judicial order.
7.7 User likewise consents to the recording of the phone calls to him/her/it by Polaris at the user’s given numbers. As such, the user waives any right or claim against Polaris and holds the latter, its incorporators, directors, stockholders, shareholders, officers, employees and the like, free from any liability for the use of such recorded calls. The user also consents to the processing and transferring of any personal information or data which may be obtained from the user through phone calls, text messages, emails and/or facsimile by in the manner, methods and to the persons and entities, as well as for the purposes, mentioned in the Privacy Policy linked hereto. As such, the user waives any right or claim against Polaris and holds the latter, its incorporators, directors, stockholders, shareholders, officers, employees and the like, free from any liability for the aforementioned processing and transfer of the personal information.
7.8 The obligation above shall remain valid and in force even upon the expiration, termination or cancellation of their transaction.
8. INTELECTUAL PROPERTY RIGHTS
8.1 This section shall be construed in addition to all other provisions contained in the instant terms and conditions that deal with intellectual property rights and/or similar matters.
8.2 User acknowledges and agrees that Polaris is the sole owner, proper registrant/applicant, lawful licensee of all the rights and interests in the Platform. Polaris reserves the right to enforce its Intellectual Property Rights to the fullest extent of the law.
8.3 The Platform contains trade secrets and other intellectual property rights protected under the Intellectual Property Code of the Philippines. All rights not otherwise claimed under the terms or by Polaris are hereby reserved.
8.4 Any matter that may be seen or discovered through the use of the Platform or its API or adjoining programs are reserved in favor of Polaris and are considered as Polari’s intellectual properties whether the same be registered with Polaris or not.
8.5 A user or an independent third party service provider may not use the trademark, service mark or logo, and trade name of Polaris without the prior written approval of Polaris.
8.6 Users shall not copy, reproduce exploit or expropriate the Platform’s various proprietary directories, databases and listings, as well as exploit Polaris’ intellectual properties, regardless of whether such properties were properly registered or not;
8.7 User agrees that no part or parts listed and displayed in the Platform may be reproduced, reverse engineered, decompiled, disassembled, separated, altered, distributed, republished, displayed, broadcast, hyperlinked, mirrored, framed, transferred or transmitted in any manner or by any means or stored in an information retrieval system or installed on any server, system or equipment without our prior written permission of Polaris.
8.8 The Platform contains trade secrets and other intellectual property rights protected under the Intellectual Property Code of the Philippines. All rights not otherwise claimed hereunder are hereby reserved in favor of Polaris.
8.9 Continued use of the Platform by the users is not tantamount to Polaris’ waiver of its rights over intellectual properties directly or indirectly connected to the Platform, regardless of whether these intellectual properties have been registered or has yet to be recognized by Polaris.
8.10 Polaris does not give its consent or permission to any user to use or misuse its intellectual properties and its Intellectual Property Rights by simply allowing the user to access and use the Platform.
8.11 By using or accessing the Platform, user agrees to comply with the laws on copyright, trademark, service mark, trade names and all other similarly applicable Intellectual Property Laws that protect the Platform and its content.
8.12 Subject to the prior written approval of Polaris, a user may be allowed to link his/her/its personal website to the Platform, provided that the user’s website does not imply any endorsement by or association with Polaris. The User acknowledges and agrees that Polaris, without incurring any liability, may, in its sole discretion and at any time, discontinue the link between the user’s website and Platform, either in part or as a whole, without notice.
8.13 User agrees that all elements appearing on the Platform’s frontend, back-end systems, API’s and the like are intellectual properties of Polaris, and the user’s continued use thereof does not give him/her/it the right to claim ownership or any other interest over such intellectual properties, even if such properties were not registered in favor of Polaris.
8.14 Any ambiguity in the terms and conditions, as well as in the application of Intellectual Property Laws concerning intellectual properties that are directly or indirectly connected to the Platform, shall be ruled in favor of Polaris.
9. NOTICE
9.1 All notices or other communications from Polaris are given or deemed given to the user if sent through:
(a) Phone call or text message, SMS, at the number given by the user in his/her/its registration form;
(b) any written document to the place indicated by the user upon registration; or
(c) Electronic document as of the date of electronic publication or broadcast in the Platform or via email.
Mails/documents sent to the user’s address as indicated in the information submitted to Polaris upon registration will be deemed to be received by the user on the day following such mailing through commercial courier, unless earlier received by the user.
9.2 All notices or demands to or upon a user shall be effective if delivered personally, sent by courier, certified mail to the last known correspondence, address, fax or email address provided by the User to Polaris.
9.3 All legal notices or demands to or upon Polaris shall be considered valid only upon compliance with the rules on proper legal service to a corporate entity under the Rules of Court of the Philippines.
9.4 A user is deemed to have received notice(s) from Polaris, if:
a) Polaris is able to demonstrate that communication, whether in physical or electronic form, has been sent to such user; or
b) Upon receipt of the recorded phone call if communication is made through a phone call; or
c) posting of such notice is on an area of the Platform that is publicly accessible, in which case, the user is deemed to have received such notice immediately upon posting.
9.5 User agrees and acknowledges that all agreements, notices, demands, disclosures and other communications that Polaris sends electronically to him/her/it will satisfy any legal requirement that such communication should be in writing.
9.6 Subsequent modifications or amendments to the Terms and Conditions shall be posted on the Platform sign-up/log-in page, prior to the user’s entry. If the user does not agree to any of the modified or amended terms or conditions, he/she/it is not required to agree thereto but he/she/it shall not be able to access the Platform any further. If the user needs to access the Platform due to existing transactions that occurred prior to the implementation of the modified or amended terms, the user may contact _______________ (user support) of Polaris so that the latter could give the user the email address of the Seller or Buyer, to whom the user should be coordinating with. No liability shall be incurred by Polaris if the Seller or Buyer or Third-party supplier does not respond. Neither does Polaris warrant the authenticity of the email registered by the Seller, Buyer or Third-party supplier.
10. PURCHASE OF PRODUCTS
10.1 User agrees and acknowledges that he/she/it shall complete the transaction agreed through the Platform regardless of whether payment is to be made upon delivery. The Buyer warrants that he/she/it will accept the item upon delivery and shall pay the same, if payment method chosen is Cash on Delivery (“COD”). In any event, the Buyer warrants that he/she/it will be present at the delivery address given in the Order Form during business hours on a business day to receive the item.
10.2 In case the Buyer requests for the cancellation of an order which was paid through credit card or payment gateway, the Seller may cancel the transaction subject to appropriate deductions.
10.3 The Seller bears the risk of loss and damages in case the Buyer requests for the cancellation of an order which was meant to be paid via Cash on Delivery (“COD”) method. The Buyer’s cancellation of an order, without justifiable reasons, shall be deemed as a violation of the instant Terms and Conditions. Note that this is without prejudice to any complaint which the Seller may file against the Buyer under applicable laws.
10.4 The Buyer’s right to cancel transaction shall be subject to applicable laws and modifications of subsequent amendatory laws on matters governing cancellation of online transactions.
10.5 Sellers are required to provide users with an accurate description of their products/items. Polaris does not warrant the veracity of such description and authenticity of the products/items.
10.6 Sellers warrants that the items displayed in the Platform are available in their inventory, and are responsible to monitor and ensure that the number of inventoried item reflected in the Platform is the actual number of their available items for sale.
10.7 Buyers may place an order by completing the Order form on the Platform and clicking on the “Submit Order” button or other button of similar nature. The buyer is required to provide true and accurate information required by the Order Form and warrants that any user can rely on the accuracy of the information he/she/it indicated in the Order Form. the Buyer warrants that he/she/it will be present at the delivery address given in the Order Form during business hours on a business day to receive the item. The Seller will not accept orders placed in any other manner.
10.8 Orders placed by the Buyer in the Platform shall be considered by the Seller as final and the latter shall process such orders without further consent/information from the Buyer. However, in some allowed circumstances, the Buyer may request to cancel or amend the orders which Seller will endeavor to give effect to on a commercially reasonable effort basis.
10.9 The Seller is required to provide real-time data of its inventory for items intended to be sold through the Platform. If a Buyer was able to complete and submit an Order Form through the Seller’s negligence, such as when the Seller has no actual inventory of the items ordered, the Seller carries all responsibilities and liabilities arising therefrom.
10.10 In case of a mispriced product displayed in the Platform, the Seller may exercise his/her/its right to terminate the order(s) placed by the Buyer. If the Seller opts to cancel the order(s), Seller shall inform buyer and Polaris of such fact. Consequently, the Seller shall refund the payment made by the Buyer.
10.11 In addition to the provisions set forth in the instant Terms and Conditions, issues of refunds, breaches of warranties, and similar matters shall be dealt with between the Seller and the Buyer, with or without the third-party supplier/forwarding or logistics company. All laws applicable to the transaction, such as, but not limited to the Consumer Act of the Philippines shall apply.
10.12 Parties shall hold Polaris, its incorporators, directors, stockholders, shareholders, officers, employees and the like, free from any liability resulting from any failed or cancelled transactions or contracts.
11. DELIVERY OF PRODUCTS
11.1 Based on the location/address given, the Buyer may have the option to choose from, within the Platform, which third-party supplier/ forwarder/logistics company to engage in delivering the item/product sought to be bought. The delivery fee charged shall be indicated in the Order Form. The Buyer agrees and acknowledges that the option he/she/it chooses will be final upon submission of the Order Form.
11.2 The Buyer agrees and acknowledges that the delivery timeframe of the order varies based on the location and the delivery service provider chosen (i.e., third-party supplier, forwarding or logistics company). Once selected, the delivery service provider will exert reasonable efforts to deliver the item/product within the timeframe indicated in the Platform.
11.3 The Buyer agrees and acknowledges that all delivery timeframes are based on estimates and may incur reasonable delay.
11.4 Seller agrees and acknowledges that it will endeavor to ensure that Buyer receives the ordered items/products within the estimated timeframe.
11.5 The estimated timeframe of the delivery of the items varies whether the buyer, at his/her/its discretion, chooses either express or standard delivery.
11.6 The parties agree and acknowledge that the delivery service provider (i.e., third-party supplier, forwarding or logistics company) will be responsible for the loss or damage if such loss or damage was through its fault or negligence. In case of damage, loss or failure of delivery, the Parties agree to hold Polaris, its incorporators, directors, stockholders, shareholders, officers, employees and the like, free from any liability.
11.7 In addition to the provisions set forth in the instant terms and conditions, issues of delivery, losses or damages incurred during transit, breaches of warranties, and similar matters shall be dealt with between the Seller and the Buyer, with or without the third-party supplier/forwarding or logistics company. All laws applicable to the transaction, such as, but not limited to the Consumer Act of the Philippines shall apply.
11.8 Rules on ownership and risks of loss and damages while the items/products are in transit shall be governed by applicable civil and commercial laws.
11.9 The user agrees and acknowledges that Polaris, being merely a Platform Provider, shall, at no point, acquire ownership, possession or control over the items/products, and shall not be liable for any loss or damage thereto.
11.10 Parties shall hold Polaris, its incorporators, directors, stockholders, shareholders, officers, employees and the like, free from any liability resulting from any failed or cancelled transactions or contracts.
12. PRICES OF PRODUCTS
12.1 The price of the products shall be indicated by the Seller, which shall also include a breakdown of the applicable taxes and additional fees. Seller agrees that it is his/her/its responsibility to indicate an accurate pricing information to other users. In case of mispricing, the Seller may exercise his/her/its right to terminate the order(s) placed by the Buyer. Such matter shall be dealt with by the parties amongst themselves. Consequently, the Seller shall be solely responsible to refund the payment made by the Buyer and for any loss or damages arising from such cancellation.
12.2 Seller reserves the right to amend the listing prices at any time without giving any reason or prior notice.
13. PAYMENT METHODS
13.1 The prescribed method in the Platform are the following:
(i) Credit Card.
Payments made via credit card shall be made upon submission of the Order Form. Delivery shall be made after payment.
(ii) Payment Gateway
Payments made via payment gateway shall be made after the submission of the Order Form. Processing of the subject order shall be made after confirmation of the payment.
(iii) Cash on Delivery (COD)
Buyer shall pay upon delivery of the items/products in cash. Checks of whatever kind shall not be accepted. If Buyer unreasonably refuses to pay upon delivery, Buyer shall be criminally or civilly liable under applicable laws, and such refusal shall be considered as a violation of the instant terms and conditions.
13.2 Refunds process and terms shall be agreed upon between the Buyers and Sellers only. Regardless of the refund terms agreed upon by the Buyers and Sellers, such agreed terms cannot create any liability on Polaris and on the third-party suppliers (i.e., forwarding and logistics companies). Neither shall such terms attach any responsibility to Polaris and to the third-party suppliers to pay any amount whatsoever. In requesting for a refund, the Buyer should address his/her/its request for refund to the Seller while also furnishing Polaris of a copy of such request.
13.3 The Buyer may ask for refund only after receipt of the item/product bought, and based on the following grounds:
a. The Buyer received a product that is fundamentally different in nature from the item displayed and specified by the Seller;
b. Buyer received a faulty or damaged item/product;
c. Buyer received a wrong item/product;
d. Buyer received an item/product that has missing parts/items;
e. Similar reasons provided by law; or
f. Even if not provided by law, but Seller agreed to a refund.
14. USER RANKINGS AND REVIEWS
14.1 Users may rank and post a review of the services and/or item provided by other users based on their previous transactions.
14.2 These user rankings and reviews are publicly accessible by other users and are intended as such so as to allow other users to determine whether they are willing to enter into a transaction with a certain user.
14.3 For this purpose, user hereby consents and allows Polaris to set-up its user rankings and reviews as publicly viewable and accessible to other users and third persons and holds Polaris, its incorporators, directors, stockholders, shareholders, officers, employees and the like, free from any liability for loss or damage that may be incurred directly or indirectly from any negative reviews or rankings it may garner.
15. TERMINATION/CANCELLATION OF TRANSACTION
15.1 User agrees and acknowledges that he/she/it shall complete the transaction agreed through the Platform regardless of whether payment is to be made upon delivery. The Buyer warrants that he/she/it will accept the item upon delivery and shall pay the same, if payment method chosen is Cash on Delivery (“COD”). In any event, the Buyer warrants that he/she/it will be present at the delivery address given in the Order Form during business hours on a business day to receive the item.
15.2 In case the Buyer requests for the cancellation of an order which was paid through credit card or payment gateway, the Seller, at his/her/its discretion, may cancel the transaction subject to appropriate deductions.
15.3 The Seller bears the risk of loss and damages in case the Buyer requests for the cancellation of an order which was meant to be paid via Cash on Delivery (“COD”) method. The Buyer’s cancellation of an order, without justifiable reasons, shall be deemed as a violation of the instant Terms and Conditions. Note that this is without prejudice to any complaint which the Seller may file against the Buyer under applicable laws.
15.4 The Buyer’s right to cancel transaction shall be subject to applicable laws and modifications of subsequent amendatory laws on matters governing cancellation of online transactions.
15.5 The Seller, on its own, may likewise cancel the transaction while the item/product is in transit and/or suspend any further deliveries to the Buyer based on any of the following grounds:
(a) The sudden unavailability of the item/product;
(b) Buyer breaches his/her/its obligation(s) with the Seller or the terms or conditions set forth herein;
(c) By order of any Court of competent jurisdiction;
(d) If there is reasonable ground to believe that continuation of the transaction would endanger others or create liability to the Seller or third persons;
(e) The Buyer filed for a dissolution or bankruptcy; and
(f) Other similar grounds allowed by law.
16. RELATIONSHIP
16.1 Nothing in this Agreement is to be construed as creating an agency, partnership, employer-employee or joint venture relationship between the user and Polaris.
17. DISPUTE RESOLUTION
17.1 Each party shall endeavor to privately resolve amongst themselves any dispute, controversy or claim arising out of, relating to, or in connection with the use of the Platform via good faith negotiations. It is only after the negotiations have failed and either party gives notice of such failure or breakdown of negotiations may either party resort to legal and/or court processes. Despite having no liability whatsoever, if Polaris is impleaded in the case or is a party thereto, being the Complainant or Respondent, the venue for civil actions shall be in Quezon City.