At SaleSnap (“Company,” “we,” “us,” or “our”), we connect brands and influencers through our Platform (the “Platform”) and real-time payouts.

By registering an account or otherwise accessing or using the services of this Platform, you confirm to have read, understood, and agree to be bound by these Terms of Service (“Terms”).

Definitions

For purposes of these Terms:

• Platform refers to the Sale Snap website and mobile application operated by us, including all related services, features, and technology.
• Buyer refers to any user who purchases or orders goods or services through the Platform.
• Seller refers to any user or merchant who offers, lists, or sells goods or services through the Platform.
• Affiliate refers to any participant in affiliate marketing programs who promotes a Seller’s products in exchange for commissions on resulting sales.
• User refers to any person or entity using the Platform, including Buyers, Sellers, Affiliates, or visitors.
• Transaction means any order, sale, purchase, or other commercial arrangement made through the Platform between a Buyer and a Seller.

General Use of the Platform

This section applies to all Users regarding general Platform access and conduct.

a. Account Registration and Security

• Eligibility. Use of the Platform is limited to individuals 18 years or older with legal capacity to enter contracts. We reserve the right to refuse registration or access to any user at our discretion if eligibility requirements or compliance with these Terms are not met.
• Account Creation. To use certain services, you must create an account with accurate, current, and complete information. Identification and other verification documents may be required upon account creation or upon our further request.
• One Account. You may maintain only one Buyer account and/or one Seller account unless expressly permitted by the Platform. Creating multiple accounts or alias accounts to evade restrictions or manipulate the Platform is prohibited.
• Account Credentials. You are responsible for maintaining the confidentiality of your account username and password. Any activity under your account will be deemed to be authorized by you. We are not liable for losses arising from unauthorized use of your credentials.
• Accuracy of Information. You agree to keep your registration information, and any account profiles updated.
• Account Verification. We shall require users to verify their identity and information. You authorize us to verify any information you provide, and you agree to promptly submit any documents requested to fulfill legal obligations.

b. Permissible Use and Platform Conduct
You agree to use the Platform and services only for lawful purposes and in a manner consistent with these Terms and applicable law.

• Prohibited activities – You shall NOT engage in any of the following when using the Platform or Services:
• Illegal Purposes. Do not use the Platform for any purpose that is unlawful or prohibited by these Terms. You must not post or sell any item, or engage in any transaction, that violates any law or regulation in the Philippines.
• Impersonation and Misrepresentation. Do not impersonate any person or entity, or falsely claim an affiliation with any person or organization. You must not use another user’s account or present false identity information.
• Interference and Unauthorized Access. Do not attempt to gain unauthorized access to the Platform’s systems or networks, or to any other user’s account or data. You shall not interfere with or disrupt the functionality of the Platform, its servers, or networks connected to it including but not limited to transmitting any worms, viruses, or harmful code.
• Prohibited Content. Do not post, upload, transmit, or share content through the Platform that is abusive, defamatory, obscene, harassing, threatening, or otherwise objectionable or that violates any third-party rights or law.
• Fair Usage. Do not interfere with other Users’ use and enjoyment of the Platform or services. This includes refraining from stalking, harassing, or abusing any other User, and not engaging in transaction fraud, scam attempts, phishing, or spamming other users.
• Compliance with Standards. Use of the Platform must adhere to generally accepted internet standards and our policies and guidelines.
• Malicious Code. You are strictly prohibited from introducing any malware, viruses, trojans, or other code intended to harm or hijack the operation of the Platform or other Users’ devices. Any such attempt or activity will result in immediate termination of your account and potential legal action.

c. Intellectual Property (IP)

• Platform IP. All content and materials available on the Platform, including text, graphics, logos, button icons, images, audio clips, digital downloads, software, and compilations thereof, are the property of the Company, its affiliates, or its content suppliers, and are protected by intellectual property laws. We retain all rights, title, and interest in the aforementioned. You are granted a limited, revocable, non-exclusive, non-transferable license to access and use the Platform and Platform Materials for your personal or internal business use in accordance with these Terms. You may not reproduce, distribute, create derivative works from, publicly display, or commercially exploit any portion of the Platform without our express written consent.
• Trademarks. The Platform’s name and logos, and all related names, logos, product and service names, designs, and slogans are trademarks or service marks owned by or licensed to us. You must not use such marks without our prior written consent. Likewise, any third-party marks present on the Platform are the property of their respective owners and are used on the Platform for identification purposes only.
• Non-Infringement. You represent and warrant that any content you provide on the Platform does not infringe any third party’s copyright, trademark, patent, trade secret, or other proprietary rights.
• User Content. When you post, upload, or contribute any content to the Platform, you retain ownership of your intellectual property in that content. Users agree to grant the Company a worldwide, royalty-free, and assignable license to use, reproduce, modify, adapt, publish, translate, distribute, and display such content for the purpose of operating, promoting, and improving the Platform and our services.

d. Privacy and Data Protection

• We collect, process, use, and share personal information in accordance with our Privacy Policy which is hereby incorporated by reference. By continuing to use the Platform, you acknowledge that you have read and understood our Privacy Policy and agree to the collection and use of your data as described herein and in that policy.

Buyer Terms and Conditions

The following provisions apply specifically to Buyers using the Platform to browse and purchase products or services.

a. Buying on the Platform

• Product Listings. Each product listing page displays information provided by the Seller, including images, description, specifications, price, shipping terms, and any applicable warranty or return policy in excess of the Platform’s Returns and Refunds Policy.
• Listing Accuracy. Sellers are required to provide accurate, truthful, and complete information about their products. This includes the name and brand of the goods, a clear description, including condition, and the price and any applicable charges. The Platform does not guarantee that the content of any listing is error-free or entirely accurate. Buyers are reminded to exercise due diligence: read the entire listing, review seller ratings and reviews, and ask questions to the Seller if details are unclear before placing an order. If you find any listing to be misleading or violating our policies or the law, you can report it via the Platform’s report function.
• Pricing. Sellers determine the prices of their products. All prices on the Platform are in Philippine Pesos (PHP), any taxes shall be indicated upon checkout. If a price is clearly a typographical or system error that any reasonable person would recognize as such, the Seller may cancel the order and refund any payment, or we may assist by canceling on the Seller’s behalf.
• All-In Pricing. Sellers are not allowed to impose additional hidden charges after an order is placed. By confirming an order, you agree to pay the total price indicated which may include taxes, charges, shipping or handling fees.
• Currency and Conversion. Transactions are processed in Philippine Peso (PHP). If you use a credit card or payment method denominated in another currency, your payment provider may apply an exchange rate and fees. The Platform is not responsible for currency conversion differences or fees imposed by your payment provider.

b. Order Placement and Payment

• Offer and Acceptance. Placing an order on the Platform is an offer to purchase the items in your cart under these Terms. The Seller accepts your offer when it confirms shipment or otherwise explicitly indicates acceptance.
• Right to Decline Orders. Sellers or the Platform on a Seller’s behalf may refuse or cancel orders for legitimate reasons, including: if a product is out of stock or discontinued, if there was an error in pricing or product description, if the Seller cannot verify the Buyer’s identity or believes the order is fraudulent, or if the order violates these Terms or applicable law. In such cases, you will be notified and any payment received will be refunded. We reserve the right to limit quantities per Buyer or per order.
• Payment Methods. We support various payment methods for your convenience, where accepted payment facilities are indicated at checkout. By placing an order, you authorize the charge to your selected payment method for the total amount. All payment information you provide must be truthful and accurate, and you must have the right to use the payment method. If your payment is not successfully settled, your order may not be accepted or may be cancelled.
• Payment Processing. Electronic payments are processed through our third-party payment gateways or payment service providers. These entities are responsible for securely handling your payment data. We do not store credit card information on our servers. All transactions are encrypted and secured following industry standards. By entering your payment details, you agree to be bound by the rules and terms of your card issuer or financial institution. In certain cases, we or our payment partners may require additional verification or information before accepting a payment.
• Order Confirmation. After you place an order and payment is confirmed, we will issue an order confirmation number and summary through the Platform and via email or notification. Please check the details and contact Customer Support immediately if you see any mistakes. The order status can be tracked in your account. Once the Seller ships the item, the status will update to shipped and a tracking number may be provided.
• Electronic Receipts. You consent to the issuance of sales invoices or official receipts electronically. Sellers are required to issue official receipts for sales as required by tax regulations. These may be included with the shipment or sent electronically. If you need a paper receipt or special documentation, you should arrange this directly with the Seller via the Platform’s messaging or notes on order.
• Promotions and Vouchers. The Platform or Sellers may offer discount codes, vouchers, or promotions. These are subject to specific terms such as but not limited to eligibility, validity period, and other applicable items. Promotions may be limited in quantity and can be withdrawn or changed without prior notice but will not affect orders already placed with the code applied.
• No Circumvention. All orders must be placed through the Platform. Buyers should not attempt to contact Sellers to arrange purchases outside of the Platform for items listed on the Platform. Similarly, Buyers should not make payment to Sellers outside the provided payment methods. Doing so may deprive you of protections offered by the Platform and violates these Terms. Communications between Buyers and Sellers should remain on Platform channels whenever possible for safety and record-keeping.

c. Shipping and Delivery

• Fulfillment of Orders. Sellers are responsible for packing and dispatching the products that you purchase. They are expected to ship orders within the timeframe indicated on their listing or as otherwise agreed. We encourage Sellers to promptly update order status and provide tracking information.
• Shipping Methods. The available options, carriers, costs, and estimated delivery times will be displayed and added at checkout. By confirming the order, you agree to any shipping fee shown.
• Delivery Time. Any delivery dates or timeframes provided are estimates and not guaranteed, unless a guaranteed delivery service is explicitly offered. Delays can occur due to courier issues, weather, holidays, or other unforeseen events. However, Sellers should make reasonable efforts to fulfill orders within the expected timeframe.
• Title and Risk. Risk of loss or damage to the product remains with the Seller until the item is delivered. If the item is lost or damaged in transit, the Seller should arrange for a replacement or refund. Once the product is delivered to the Buyer’s address and confirmed received, the risk passes to the Buyer. If you have authorized the courier to leave the package without a signature or with a third party, the Buyer assumes responsibility once it’s delivered in that manner.
• Delivery Completion. A delivery is considered completed when the item has been delivered to the address you provided and acknowledged by signature or other proof of delivery by you or your representative. If you do not receive the order by the maximum estimated date, promptly notify the Seller.
• Failure to Receive Delivery. The Buyer is responsible for ensuring someone is available at the delivery address to receive the package.
• Inspection on Delivery. The Buyer shall inspect the package for any obvious damage or tampering. For any issues upon inspection, kindly refer to the Returns and Refunds Policy.
• Courier Terms. Delivery services are provided by third-party couriers. Their own terms and conditions may apply for matters such as perishable goods, oversized items, or delivery to remote areas. The Platform is not liable for the conduct of independent delivery contractors, but we will assist in resolving issues such as lost or damaged packages per our policies.

d. Buyer Responsibilities and Conduct

• In addition to the General Conduct rules in Section 2.2, Buyers specifically agree to the following:
• Honest Dealings. You will use the Platform in good faith and refrain from any misuse of the purchasing process. Do not place orders with the intent to disrupt a Seller’s business, or for speculative or fraudulent purposes.
• No Fake Orders or Reviews. Placing fake orders is prohibited. Further, you shall not falsely claim that a product was not delivered or was defective in order to unjustly obtain a refund or other actions.
• No Fake Reviews. Reviews should be honest and factual. Leaving defamatory or false reviews in an attempt to manipulate or coerce Sellers is prohibited.
• Payment Obligations. If you place an order, you agree to pay for it. For prepaid methods, ensure your payment is authorized. If you have a payment dispute, contact us and your bank immediately.
• Use of Products. You agree to comply with any instructions provided for the product. Use products only as intended. The Seller and Platform is not liable for damage or injury caused by misuse beyond normal expected use.
• Communication with Sellers. Use the Platform’s messaging feature to communicate about product questions or issues. Be civil and respectful. No harassment, profanity, or hate speech toward Sellers.
• Legal Compliance as Buyer. You shall not purchase items that you are not legally allowed to possess. Sellers may ask for age or license verification for certain purchases.
• Resale and Export. Unless authorized, you are buying for your personal or internal use, not for resale.
• No Platform Circumvention. Do not intentionally contact Sellers to transact off-platform for items you saw on the Platform, as mentioned. This ensures both parties remain protected under Platform policies. Buyers and Sellers transacting off-platform lose rights to Platform mediation and might violate these Terms.
• Returns, Replacements and Refunds. These shall be governed by the Returns and Refunds Policy in addition to these Terms.
• Account Termination by Buyer. If you choose to terminate your account, ensure you have no pending orders or disputes. You can request account deletion via contacting customer support. We may need to keep transaction records even after account deletion for legal compliance, but your account will no longer be accessible. If you were dissatisfied or had an issue, we encourage you to allow us to address it before leaving the Platform.

e. Limitation of Liability to Buyers

• To the extent permitted by law, the Company makes the following disclaimers and limits on liability regarding Buyer transactions:
• Sale Contract. The Platform is a marketplace that hosts third-party Sellers offering goods and services. Listings are provided by Sellers and the sales contract for a product is between the Buyer and the Seller.
• As-Is Basis. We provide the Platform and services on an “as is” and “as available” basis without any express warranties. We do not guarantee that Buyers will always have uninterrupted or error-free access, or that every listing or Seller on the Platform is reliable or will meet your expectations.
• Product Liability. The Platform acts as an intermediary and is not the seller of the products. Thus, we do not make any warranties about the quality, safety, authenticity, or legality of the items sold by third-party Sellers. Any warranties regarding the product are the responsibility of the Seller or manufacturer.
• Platform Errors. We strive to maintain accurate information. In the event of a technical error such as payment being processed incorrectly or a glitch in the system, our responsibility is to correct the error. We will not be liable for technical issues beyond making appropriate corrections and communications.

Seller Terms and Conditions

The following provisions apply to Users who register as Sellers on the Platform to list and sell products or services. By onboarding as a Seller, you agree to the Terms.

a. Seller Onboarding and Registration

• Seller Eligibility. To sell on the Platform, you must be a duly registered business or individual authorized to trade in the Philippines.
• Verification Documents. As part of onboarding, Sellers are required to submit certain documents before listing products:

• Individuals. A valid government-issued photo ID, DTI Certificate of Business Name Registration if operating under a trade name, BIR Certificate of Registration, Tax Identification Number (TIN), and Mayor’s/Business Permit as applicable. You may also be asked to submit proof of bank account for payouts.
• Corporations or partnerships. SEC Registration Certificate, Articles of Incorporation/Partnership, BIR Certificate of Registration, list of authorized representatives, and a valid ID of the representative applying for the account.
• All documents must be true and correct. Submission of fake or forged documents will result in immediate termination and reporting to authorities as applicable.
• The Platform reserves the right to require additional documentations or verification as may be required upon sign up, by policy or by law.

b. Permit Requirements for Regulated Products. If you intend to sell products that are subject to government regulation, you must obtain and provide the necessary permits, licenses, or certifications before listing those items.

• The Platform will prohibit the listing of regulated goods unless the required permit information is provided. You must display evidence of certification.
• We reserve the right to remove or suspend listings that appear to violate product regulations or if we have not received proof of compliance. It is the Seller’s responsibility to conduct due diligence on whether their products require special approval and to secure such approval.

c. Seller Account. Upon approval, you will get access to a Seller portal where you can manage listings, view orders, track payments, and analytics. Keep your account and business information updated. If any required information expires or changes, update us promptly. The Platform may periodically request updated documents or information to keep our Seller registry current.

d. Non-Transferability. Your Seller account is personal to you/your company. You may not transfer or sell your account to another party without our consent. If there is a change in ownership of your business, the new owner should register a new account or you should inform the Platform to update the account after verification.

e. Account Security. Sellers must keep their login credentials secure. Notify us immediately of any suspicious access or if you believe your account was compromised.

f. Suspension of Onboarding. We reserve the right to decline a Seller application or suspend an ongoing seller registration if we find any issue. We will typically inform you of the reason for rejection unless legally prohibited.

g. Seller Obligations and Compliance

• As a Seller on the Platform, you must conduct your business in accordance with all applicable laws and the highest standards of integrity. Key obligations include:
• Compliance with Law. You must comply with all Philippine laws and regulations relevant to your products, activities and any related reporting.
• Code of Conduct. We expect Sellers to act professionally. This includes responding to customer inquiries and complaints promptly and politely, not cheating or defrauding buyers, and cooperating with dispute resolution.
• Transparency of Identity. You must display or make available to consumers certain identifying information as required by law. The Platform will show either your registered business name or your full name (for individual sellers), your business address, and contact details.
• Product Authenticity and Legitimacy. You guarantee that all items listed are genuine, not stolen or counterfeit, and are available.
• No Prohibited Content or Items. It is your duty to not list any items prohibited by policy or by law. If you are found listing such items, we will remove them and take action. Additionally, Sellers shall not put prohibited content in your listings such as but not limited to obscene images, and hate speech
• Issuance of Receipts to Buyers. Businesses are required to issue official receipts or sales invoices for each sale of goods or services. You are responsible for issuing an official receipt or sales invoice to the Buyer for each transaction.
• Affiliate Program. If a Seller chooses to allow sales using the Platform’s Affiliate functions, the Seller must clearly indicate the terms, products covered, Affiliate Commission rates, length of the campaign and all other relevant conditions therein.
• Cooperation with Authorities. If a government agency requests information about your listings or transactions, we may provide necessary data as required by law. Sellers are required to cooperate in relation to requests from authorities.
• Non-Solicitation. Sellers shall not lure buyers away from the Platform for reasons such as transactions outside the Platform.
• Insurance. The Platform does not provide insurance for your inventory or shipments. Evaluate your risk and insure accordingly to protect your business.

h. Product Listings and Content Guidelines
Sellers are responsible for creating and maintaining their product listings. We have standards to ensure listings are informative, accurate, and not misleading:

• Accuracy and Honesty. You must accurately describe the product and its condition. The description should include:
  
  1. Name and Brand. State exactly what the product is and its brand or manufacturer if applicable.
  2. Images. Upload clear images showing the actual product. Use your own images or those you have rights to. If product has variations, ideally show each variation. If selling used items, show any wear or defects in photos.
  3. Specifications. Provide key details such as but not limited to dimensions, material, and technical specifications as relevant.
  4. Condition. Properly indicate the condition of the product whether new, used, or as may be applicable.
  5. Quantity. Keep availability and inventory of the products updated.
  6. Price. The price you list must be the total price buyers pay for the product itself excluding applicable charges such as taxes and shipping.
  7. Regulatory Information. For regulated items, you may need to include specific content.
  8. Warnings/Precautions. If a product could be hazardous or has age restrictions, include appropriate warnings.
• Prohibited Listing Practices
  
  1. No Faux Listings. Every listing must be for an actual product available for purchase.
  2. Keyword Spamming. Do not include in your listing irrelevant keywords.
  3. Multiple Listings of Same Item. Do not create duplicate listings of the same product. Variants of the same product shall be provided in a single listing unless otherwise provided in a separate policy or agreement.
  4. Contact Info in Listings. Do not put your phone number, email, or external web links in the product description or images for the purpose of directing transactions off-platform. The Platform provides appropriate channels for buyer questions. External links are only allowed if relevant to the product such as official size charts, user manuals, etc.
  5. Restricted Content. Do not include any content in your listing that glorifies illegal activities or is culturally/religiously offensive.
  6. Comparative Advertising. Avoid naming competitors directly or claiming superiority over such.
• Inventory Management. Ensure you have inventory for what is listed.
• Updates and Accuracy. Keep your listings updated if any detail changes.
• Listing Language. Listings must be in English or Filipino. Use clear language free of excessive capitalizations, jargon or irrelevant words.
• Category-specific Rules. Certain categories may have additional guidelines, Sellers must follow any category policy that may be applicable.
• Platform’s Right to Edit or Remove. We reserve the right to review listings and require changes, edit, or remove listings that may violate our policies or law.
• Customer Reviews on Listings. You are not allowed to falsify or manipulate reviews. Sellers shall not retaliate against a buyer for a bad review.
• Guarantees. If you offer specific guarantees beyond the Returns and Refunds Policy, state them clearly in the listing or your Seller profile.
• No Misleading Sales Promotions. Any sale or promotions advertised must be genuine.

i. Order Fulfillment and Shipping

• Order Acceptance. Orders will be automatically shown in your dashboard when payment is confirmed. You are expected to regularly check for new orders. Orders must be fulfilled in a professional and timely manner.
• Packaging. Package items securely and appropriately to avoid damage in transit.
• Dispatch Time. Ship orders within the handling time set. If an unexpected delay occurs, inform the buyer through Platform messaging and update the shipping date if possible.
• Shipping Fees. The shipping fee charged to the Buyer should be used to cover the actual shipping cost.
• Communication. If buyer contacts you about their order, kindly respond promptly.
• Failed Delivery. If a package comes back to you as undeliverable (wrong address or buyer not picking up), contact the buyer via the Platform to arrange re-delivery or cancellation. For additional information, kindly refer to the Returns and Refunds Policy.
• Service Level and Metrics. The Platform may measure your fulfillment performance such as but not limited to on-time shipment rate, cancellation rate and other relevant metrics for appropriate remedial action.
• Adherence to Platform Logistics Policies. If the Platform offers an official “Fulfilled by Sale Snap” service or integrated shipping, follow the guidelines for packaging, labeling, and handing over items.

j. Fees, Commissions, and Payouts
Selling on the Platform may involve fees which will be clearly communicated. By listing and selling, you agree to the fee structure. Key points:

• Platform Commission. The Platform will charge a commission or service fee on each sale, the rates are indicated in our Fee Structure.
• Payment Processing Fee. If applicable, payment gateway or transfer fees may be charged for processing buyer payments as indicated in our Fee Structure.
• Subscription Plans. We may offer subscription tiers for sellers for added services. If you subscribe to any such plan, you’ll pay the subscription fee as per that program’s terms. Subscription fees are paid in advance and non-refundable unless specifically stated otherwise.
• Affiliate Commissions. If one of your products is sold via an Affiliate’s referral under a valid Affiliate campaign, an Affiliate Commission will be paid out from the sale amount.
• Tax on Fees. If the Platform is required to charge or withhold applicable taxes or charges on any fees or commissions, then the amount deducted shall be the amounts net any applicable tax or charge.
• Payout. The Seller shall receive its sale amount minus all charges such as but not limited to transfer fees, Platform Commissions, Affiliate Commissions, taxes, and other applicable charges. The Company reserves the right to require the Seller to sign up to its external payment provider for payouts. Otherwise, we will remit your net sale proceeds to your nominated payment method.
• Fee Changes. The Platform reserves the right to change its Fee Structure. Notice will be provided prior to any changes to be made. Any changes will not apply retroactively to transactions already made. Continued use after change signifies user consent.
• Settlements and Reconciliation. We will provide you access to reports showing all your sales and data. If you suspect any discrepancy, kindly alert us promptly.
• Negative Balances. If for any reason your account balance becomes negative, you are required to pay that balance. We reserve the right to deduct such deficit from future payouts, charge your payment method on file, or request you to pay via other means. If such negative balance is not resolved, it shall be considered a debt towards the Platform and can result in account suspension or legal action for recovery.

Termination or Suspension of Accounts

a. Platform Actions. We reserve the right to monitor any activity on the Platform and to investigate any violation of these Terms. If you violate these Terms or other such policies of the Company, we may, in our sole discretion and without notice:

• remove or disable access to any content that violates the Terms or other policies;
• suspend, limit, or terminate your account or access to our services;
• take legal action against you, including referral to law enforcement or regulatory authorities as applicable; and/or
• exercise any other legal remedies available.

b. Voluntary Termination. If you wish to close your account, you may do so by providing notice to the Platform. For Sellers, all pending orders must be completed first, or cancelled with buyer agreement and refunded.

c. Seller Inactivity. If your Seller account is inactive for a period of six (6) months, we may deactivate it and possibly remove your listings. Prior notice shall be provided.

d. Grounds for Suspension or Termination. We may suspend or terminate your account for any of the following grounds:

• You materially breach any terms or policies;
• You consistently have poor performance such as but not limited to excessive late shipments, high cancellation rate, numerous serious complaints;
• We suspect fraud, malicious activity or violations of law;
• You fail to comply with mandatory requirements;
• You are found to be insolvent or your business is winding down;
• Required licenses, permits or such item lapse without proper renewal;
• At our discretion, for any reason that makes continued partnership unfeasible.

e. Effect of Suspension. While suspended, your listings may be hidden or marked inactive. You should not attempt to circumvent by creating another account.

f. Effect of Termination. Your active listings will be removed. Any ongoing orders may be canceled and refunded to buyers. You will no longer have access to the seller portal. We’ll settle final payouts to you after resolving any pending returns or complaints. We may hold funds for a certain period to cover any return claims that come in after termination.

g. No Release from Past Obligations. Suspension or termination does not release you from responsibility for transactions already done.

h. Account Appeal. If you believe a suspension or termination was improper, without valid reason, or if the reason for such action has been appropriately remedied, you may contact us to appeal. We reserve the right to decide the appeal.

Miscellaneous Provisions

a. Confidentiality. Users might receive confidential information through using the Platform. All users agree to use such information only for its intended purpose and keep it confidential.

b. Third-Party Services. The Platform may contain links to third-party websites or integrate third-party services. These are provided for convenience and do not signify endorsement. We have no control over third-party sites and accept no responsibility for their content or practices. If you access third-party links, you do so at your own risk. Additionally, if third-party services have separate terms, users must comply with those when relevant.

• No Warranties. Except as explicitly provided in these Terms or required by law, the Platform does not guarantee that:
• the Platform will meet all your requirements;
• it will be available uninterrupted, timely, secure, or error-free;
• information on it is complete or accurate;
• or that results of using the Platform will be as expected.
  
  Nothing in these Terms will exclude any warranty or condition that cannot be lawfully excluded.

c. Limitation of Liability. To the maximum extent permitted by law, the Platform and its owners, directors, affiliates, officers, and employees shall not be liable for any indirect, incidental, special, consequential or punitive damages arising out of or in connection with the use of or inability to use the Platform. This includes, without limitation, damages for loss of profits, goodwill, data, or other intangible losses. In all cases, our total aggregate liability to any user for any claim arising from or related to the Platform or these Terms shall not exceed the greater of: (a) the total fees the user paid to us in the three (3) months prior to the event giving rise to liability, as applicable, or (b) PHP 5,000.

d. Indemnification. All Users agree to indemnify and hold harmless our Platform, its company, and our affiliates, officers, employees, and agents from any claims, demands, liabilities, damages, losses, and expenses including legal fees arising out of or related to:

• your use of the Platform or services,
• any breach by you of these Terms or any applicable law,
• any content you submit or actions you take on the Platform,
• and, in the case of Sellers and Affiliates, any third-party claims related to your products or marketing.

e. Platform Modifications and Availability. We reserve the right to modify, update, suspend, or discontinue any aspect of the Platform at any time, with or without notice. User shall be given prior notice for significant changes that may affect Users’ rights or obligations. We are not liable if all or part of the Platform is unavailable due to technical issues, maintenance, or updates. We will strive to minimize downtime and impact on ongoing transactions.

f. Amendments to Terms. We may amend these Terms of Service from time to time to reflect changes in our services, policies, or applicable laws. We will notify users of significant changes by posting the revised Terms on the Platform. It is each user’s responsibility to review the Terms periodically. Continued use of the Platform after the effective date of any changes constitutes acceptance of those changes. If you do not agree to the revised Terms, you should stop using the Platform and for Sellers/Affiliates, arrange to terminate your accounts. For any transaction ongoing at the time of revision, the Terms in effect at the time of transaction will apply.

g. Governing Law. This Terms of Service and any disputes arising out of or in connection with it or the use of the Platform shall be governed by and construed in accordance with the laws of the Republic of the Philippines.

h. Venue and Jurisdiction. Any legal action, suit, or proceeding arising out of or relating to these Terms or use of the Platform that is permitted to be brought in court shall be filed exclusively in the appropriate courts of Cebu City.

i. Dispute Resolution. We encourage amicable resolution of disputes. Users can contact our customer support for any issues.

j. No Waiver. Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Similarly, no waiver by us of any breach or default by a user will be deemed as a waiver of any preceding or subsequent breach or default.

k. Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or regulatory body of competent jurisdiction, that provision shall be enforced to the maximum extent permissible or otherwise severed from these Terms, and the remaining provisions of these Terms shall remain in full force and effect.

l. Entire Agreement. These Terms, including any policies incorporated herein, constitute the entire agreement between you and the Platform regarding the use of our services, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and us relating to the Platform.

m. Assignment. You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights and obligations to an affiliate, a successor in interest, or any other party at our discretion.

n. Relationship of Parties. Nothing in these Terms shall be construed to create a partnership, joint venture, franchise, or agency relationship between you and the Platform. We are independent contracting parties. Sellers and Affiliates are not employees or agents of the Platform and have no authority to bind the company in any way. Buyers are customers of Sellers and users of the Platform, not employees or agents of the Platform.

o. Force Majeure. Neither the Platform nor any user will be liable for any delay or failure to perform obligations (except payment obligations) under these Terms if the delay or failure results from unforeseeable and unavoidable events beyond their reasonable control (“Force Majeure”). Such events may include acts of God, natural disasters, fire, pandemic or epidemic, government orders or laws, war, terrorism, civil unrest, labor strikes (except those involving the party’s own employees), or Internet or power outages not resulting from one’s own actions. The affected party should notify the other and make reasonable efforts to resume performance as soon as possible. If a Force Majeure event persists such that it effectively frustrates the purpose of these Terms, either party may terminate the affected transactions with notice.

p. Platform Rights to Discontinue: The Platform reserves the right to cease or change its marketplace service. In such event, we will notify all users with prior notice and applicable settlement of any balances due to users.

q. Termination. These Terms are effective unless and until terminated by either you or us. You may terminate your agreement with these Terms at any time by closing your accounts and ceasing use of the Platform. We may terminate or suspend your access to the Platform (or any part thereof) at any time, with or without notice, for any violation of these Terms or if we believe it is necessary for security or legal reasons or other reasonable grounds. Upon termination, all rights granted to you will cease and you must immediately stop using the Platform. Any provisions that by their nature should survive termination such as but not limited to indemnities, limitation of liability, dispute resolution, and accrued rights shall survive. Further, termination does not relieve any party from fulfilling obligations incurred prior to termination.

r. Notices

• Notices to Users. We may deliver notices to you by email to the address registered in your account, through in-Platform notifications/messages, SMS to your verified phone, or by posting on an area of the Platform that is likely to be seen by you. You agree that such notices, when sent or posted, constitute sufficient notice to you. It is the User’s responsibility to keep their contact information updated.
• Notices to the Company. Users may send notices or legal communications to us at the official contact address provided.
• Notice is deemed received:
  1. If by email, on the day sent if no bounce-back is received or next business day if sent after office hours or on weekend/holiday.
  2. If by registered mail, on the date of receipt as per courier records.
  3. If by posting by the Company on the Platform, at the time of posting.