1.1 These terms and conditions of use (“Terms”) govern your use of this website and its content (“Website”). These Terms apply between Smart Digital Retail Philippines, an event incorporated in The Philippines [and its affiliates] (“we”, “us” or “our”) and you, the person accessing or using the Website (“you” or “your”).
1.2 Please read these Terms carefully before using the Website. By using the Website you agree to be bound by these Terms. If you do not agree with any of these Terms, you should stop using the Website immediately.
1.3 We reserve the right to vary these Terms from time to time by displaying the updated Terms on the Website. By continuing to use and access the Website following such changes, you agree to be bound by any variation made by us. It is your responsibility to check these Terms from time to time to review any variations.
2. Contacting Us
If you have any questions about the Website, please contact us by sending an email to email@example.com, or call us on +639 91 724 1338 during usual business hours.
3. Using the Website
3.1 It is a condition of your use of the Website that you comply with these Terms.
3.2 You agree that you are solely responsible for all costs and expenses you may incur in relation to your use of the Website.
3.3 We cannot guarantee that the Website is appropriate or available for use in locations outside of the Philippines. If you choose to access the Website from locations outside the Philippines, you acknowledge you do so at your own initiative and are responsible for compliance with local laws where they apply.
3.4 Acceptable Use. We permit you to use the Website only in your individual capacity as a business professional. Use of the Website in any other way, including any expressly unacceptable or other restricted use set out in these Terms, is strictly prohibited.
3.5 Unacceptable use. As a condition of your use of the Website, you agree not to use the Website:
3.5.1 for any purpose that is unlawful under any applicable law or prohibited by these Terms;
3.5.2 to commit any act of fraud;
3.5.3 to distribute viruses, malware, trojans, worms, logic bombs, any similar harmful software code or any other material which is malicious or technologically;
3.5.4 for purposes of promoting unsolicited advertising or sending spam;
3.5.5 to simulate communications from us or another service or entity to collect identity information, authentication credentials, or other information (commonly known as “phishing’);
3.5.6 in any manner that disrupts the operation of our Website or business or the website or business of any other entity;
3.5.7 in any manner that harms minors;
3.5.8 to represent or suggest that we endorse your or any other business, product or service unless we have expressly agreed to do so in writing;
3.5.9 to gain unauthorized access to or use of our Website, servers, computers, data, systems, accounts or networks; or
3.5.10 to attempt to circumvent password or user authentication methods.
3.6 User Generated Content. We may make bulletin boards, chat rooms, other interactive and/or communication services (“Interactive Services”) available on the Website, subject to the following:
3.6.1 We are not obliged to monitor or moderate any text, images, video, audio or other multimedia content, information or material submitted to the Interactive Services (“User Generated Content or “UGC”);
3.6.2 We may remove or edit any User Generated Content whether it is moderated or not;
3.6.3 Any User Generated Content you submit must comply with the standards set out in clause 4.4 below (“UGC Standards”);
3.6.4 By submitting User Generated Content, you grant to us a royalty-free, irrevocable, non-exclusive, transferable license to use, reproduce, modify, publish, edit, translate, distribute, perform and display the User Generated Content (in whole or in part) on the Website, and on any other websites operated by us, indefinitely.
3.6.5 Without prejudice to our rights at law and in addition to our right to suspend access to the Website or any part of it, should your User Generated Content breach these Terms we may remove or it, disclose it to law enforcement authorities, and/or or take any action we consider necessary to remedy the breach.
3.7 UGC Standards
3.7.1 Any User Generated Content and any other communication to users of our Website by you must conform to standards of accuracy, decency and lawfulness, which shall be applied in our discretion.
3.7.2 In particular, any User Generated Content or communication submitted by you must be:(a) your own original work and lawfully submitted;(b) factually accurate or your own genuinely held belief;(c) provided with the necessary consent of any third party;(d) not defamatory or likely to give rise to an allegation of defamation;(e) not offensive, obscene, sexually explicit, discriminatory or deceptive; and(f) unlikely to cause offence, embarrassment or annoyance to others.
3.8 Use of trade marks, names and logos. You may not use the trade marks, logos or trade names displayed on or through the Website except in accordance with these Terms.
3.9 Additional terms. Additional terms may apply to any purchases you make through the Website, registration on the Website and/or for any other email alert or other related services, and any promotion, competition or draw appearing on the Website.
4. Registration and Account Security
4.1 Use of the Website may require registration, for example to access restricted areas of the Website.
4.2 We are not obliged to permit you to register on the Website and we may refuse, terminate or suspend registration to anyone at any time.
4.3 You are responsible for making sure that your password and any other account details are kept secure and confidential.
4.4 If we have reason to believe there is likely to be a breach of security or misuse of the Website through your account or the use of your password, we may notify you and require you to change your password, or we may suspend or terminate your account.
5. Your Personal information
6. Intellectual Property Rights
6.1 The intellectual property rights in the Website and in any text, images, video, audio or other multimedia content, software or other information or material submitted to or accessible from the Website (“Content”) are owned by us and/or our licensors.
6.2 We and our licensors reserve all our intellectual property rights (including, but not limited to, all copyright, trade marks, domain names, design rights, database rights, patents and all other intellectual property rights of any kind) whether registered or unregistered anywhere in the world. This means, for example, that we remain owners of them and are free to use them as we see fit.
6.3 Nothing in these Terms grants you any legal rights in the Website or the Content other than as necessary for you to access it. You agree not to:
6.3.1 adjust, try to circumvent or delete any notices contained on the Website or in the Content (including any intellectual property notices) and in particular, in any digital rights or other security technology embedded or contained within the Website or the Content;
6.3.2 use the Content for any commercial purposes (including to promote or encourage the sale of your or any third party goods or services), unless expressly authorized by us in writing;
6.3.3 transmit or re-circulate any Content to any third party, unless authorized by us in writing;
6.4 The trade marks, trade names and logos used on the Website or in the Content belong to us or our licensors and their use by you is strictly prohibited, unless you have our prior written permission. Should we give you permission to use such trade marks, trade names or logos, you shall do so only in accordance with our brand guidelines.
Software may be made available for you to download for the Website to work better and your use of the same is subject to the licensing or other terms and conditions that apply to such software. Please read any such terms and conditions carefully and do not download or use the software unless you agree to them.
8. Your Information
9. Accuracy and Availability
9.1 We try to make sure that the Website is accurate, up-to-date and free from bugs, however we cannot guarantee that it will be. Some of the Content may be supplied by third parties and it may not have been checked by us. Furthermore, we cannot guarantee that the Website will be fit or suitable for any purpose. Any reliance that you place on the Content on the Website is at your own risk.
9.2 Any Content is provided for your general information purposes only and to inform you about us and our products and other news, features and services that may be of interest. The Content has not been tailored to your specific requirements or circumstances. It does not constitute technical, financial or legal advice or any other type of advice and should not be relied on for any purposes.
9.3 While we try to make sure that the Website is available for your use, we do not guarantee that the Website will be available at all times or that your use of the Website will be uninterrupted.
9.4 We may suspend or terminate access or operation of the Website (or any part of it) at any time in our sole discretion and without notice to you.
10. Hyperlinks and Third Party Websites
10.1 The Website may contain hyperlinks or references to third party advertising and websites other than the Website. Any such hyperlinks or references are provided for your convenience only. We have no control over third party advertising or websites and accept no legal responsibility for any content, material or information contained in them. The display of any hyperlink and reference to any third party advertising or website is not an endorsement by us of that third party’s website, products or services. Your use of any third party website is governed by the terms and conditions of that third party and is at your own risk.
10.2 You may link to the home page of the Website provided that you do not:
10.2.1 replicate the home page of the Website;
10.2.2 create a frame or any other browser or border environment around the content of the Website;
10.2.3 display any of the trade marks, trade names or logos used on the Website without our permission or that of the relevant owner;
10.2.4 placed such link on a website that breaches these Terms.
10.3 You must on our request immediately remove any link to the Website at any time.
11. Limitation of our Liability
11.1 Except for liability that cannot be excluded at law (such as for death or personal injury arising from negligence and/or for fraud or fraudulent misrepresentation), we shall not be liable for any damages, loss, costs, claims or expenses of any kind howsoever arising out of or in connection with these Terms, including without limitation for:
11.1.1 loss of profit, loss of or damage to data, loss of anticipated savings or interest, loss of or damage to reputation or goodwill;
11.1.2 any indirect, special or consequential damages, loss, costs, claims or expenses of any kind;
11.1.3 any outage, downtime, or other technology or connectivity failure or delay in respect of the Website;
11.1.4 any failure or delay in complying with these Terms that arises from circumstances beyond our reasonable control and/or the reasonable control of our sub-contractors and/or suppliers (including without limitation, pandemic, strikes or other industrial disputes, failure of a utility service or transport network, act of God, war, riot, civil commotion, terrorism, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or extreme adverse weather conditions).
11.2 You acknowledge that you have not relied on, and shall have no remedy in respect of any statement, representation, warranty, understanding, promise or assurance (whether negligently or innocently made) other than as expressly set out in this Agreement (save that this clause shall not apply so as to limit or exclude our liability for fraud).
12.1 These Terms contains the entire agreement and understanding between the parties and supersedes all prior agreements, understandings or arrangements (both oral and written) relating to the subject matter of these Terms.
12.2 No one other than a party to these Terms has any right to enforce them.
12.3 Should any provision of these Terms be held to be invalid or unenforceable, the remainder of these Terms shall remain valid and enforceable.
12.4 These Terms shall be governed by and construed in accordance with the laws of the Philippines, and the parties irrevocably agree to submit to the exclusive jurisdiction of the Philippine courts.