SUKI TERMS OF SERVICE

Ver 1.0 April 19th 2020

AGREEMENT TO TERMS

This Terms of Service constitute a legally binding agreement ("Agreement”) made between you, whether personally or on behalf of an entity (“you”) and My Suki, Inc. (“we,” “us” or “our”), concerning your use of Suki, as well as any other media form, media channel, website or mobile application related, linked, or connected thereto (collectively, “Suki”).

You agree that by using Suki, you have read, understood, and agree to be bound by all of these Terms of Service. We reserve the right to make changes to this Terms of Service at any time and for any reason. We will alert you of any changes by updating the “Last Updated” date of this Terms of Service. Any changes will be effective immediately upon posting the updated Terms of Service on Suki, and you waive the right to receive specific notice of each such changes.

LICENSE GRANT

We hereby grant you a non-exclusive, non-transferable, non-sublicensable, revocable license to use Suki for a period of perpetuity commencing from the date of subscription until termination of subscription. In consideration to this license grant, you undertake to:

  1. to use the said app on an exclusive basis and shall not switch to any other online ordering system during the period of this Agreement;
  2. to advertise and market the use of the My Suki App to all of its customers, purchasers and particularly, all sari-sari stores already purchasing goods from Licensee and all sari-sari stores located within the vicinity of Licensee’s supermarkets;
  3. to avail of all pertinent equipment in the operation of the said app exclusively from Licensor;
  4. optionally, to avail of the technical support service from My Suki Inc or its authorized partner.

TERM & TERMINATION

This Agreement will commence upon subscription to Suki, and will remain in-effect until the subscription is terminated. Either party may terminate the subscription with thirty (30) days advance notice. We may immediately suspend or terminate your subscription if we determine:

  1. You have materially breached this Agreement, and have failed to resolve the breach within the given period provided on the cure notice;
  2. Your account has been or may be used for deceptive, fraudulent, or illegal activity;
  3. Your use of Suki has been or may be used to harm other sellers, customers, or Suki and its interests.

We will promptly notify you of any such suspension or termination, indicating the reason with options for appeal, except where we have reason to believe that providing this information will hinder the investigation or prevention of deceptive, fraudulent, or illegal activity, or will enable you to circumvent our safeguards.

Upon termination of this Agreement, related rights and obligations under this Agreement immediately terminate, except that you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination.

REPRESENTATIONS & WARRANTIES

Each party represents and warrants that:

  1. if it is a business, it is duly organized, validly existing and in good standing under the Laws of the country in which the business is registered and that you are registering for the Service(s) within such country;
  2. it has all requisite right, power, and authority to enter into this Agreement, perform its obligations, and grant the rights, licenses, and authorizations in this Agreement;
  3. any information provided or made available by one party to the other party or its Affiliates is at all times accurate and complete;
  4. it is not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party.
  5. it will comply with all applicable Laws in performance of its obligations and exercise of its rights under this Agreement.

CONFIDENTIAL INFORMATION

Each Party will use the same measures it uses for its own information of a similar nature, but not less than reasonable measures, to protect Confidential Information provided by the disclosing party under this Agreement and any other subsequent Contract in pursuant thereof, from unauthorized use or disclosure and to restrict its use solely for the purpose of this Agreement. Title or the right to possess Confidential Information will remain with the Disclosing Party.

All materials containing Confidential Information will be marked “Proprietary”, “Confidential”, or in a manner which gives notice of its confidential nature by the Disclosing Party. "Confidential Information" means information conveyed orally, in written form, or by whatever medium of storage it may be contained, by the Disclosing Party to the Information Receiver or known to the information receiver as a consequence or through its relationship with the disclosing party, in whole or in part, and which is not generally known in the industry in which the information receiver and the disclosing party are engaged, including, without limiting the generality of the foregoing, information about products, processes, services, concepts, purchasing procedures, accounting, engineering, financial matters, trade secrets, marketing, and including, without limiting the generality of the foregoing, designs, specifications, requirements, methods, manuals, documentation, computer software and other written or printed information. Confidential Information shall also include any information which may be obtained through mediation proceedings, court or judicial proceedings subject to exceptions under applicable laws and waiver by the disclosing party.

Confidential Information shall not be copied, in whole or in part, except when essential for authorized use under this Agreement. The Parties agree to reproduce all notices on any copies made, including on storage media. If Confidential Information is disclosed in other means than tangible form, the disclosing party will identify the information as confidential and provide a written description of that Confidential Information to the recipient within twenty (20) calendar days of the disclosure.

The obligations stated in this Section do not apply to Confidential Information: (a) already known to the information receiver at the time of disclosure; (b) independently generated by the receiver and not derived from the Confidential Information supplied by the disclosing party; (c) publicly known or available, except where such knowledge or availability is the result of unauthorized disclosure by the receiver of the Confidential Information; (d) disclosed to the information receiver without a similar restriction by a third party who has the right to make such disclosure; or (e) required to be disclosed by the information receiver by law, government order, decree or regulation.

Upon the expiration or termination of this Agreement, or upon request, the information receiver agrees to return or destroy (and certify destruction of) Confidential Information related to the Agreement and the Contract(s), including all copies made, and all writings, descriptions and summaries involving or based on such Confidential Information. These obligations will survive termination of this Agreement.

PRIVACY POLICY

The parties will remain bound by the Privacy Policy of Suki found here.

LIMITATION OF LIABILITY

We will not be liable (whether in contract, warranty, tort, or otherwise) to you or any other person for the cost of cover, recovery, or recoupment of any investment made by you or your affiliates in connection with this Agreement; or any loss of profit, revenue, business, data, or punitive or consequential damages arising out of or relating to this Agreement.

If any indemnified claim might adversely affect us, we may, to the extent permitted by applicable law, voluntarily intervene in the proceedings at our expense. No party may consent to the entry of any judgment or enter into any settlement of an indemnified claim without the prior written consent of the other party, which may not be unreasonably withheld; except that a party may settle any claim that is exclusively directed at and exclusively affects that party.

INDEMNIFICATION

Notwithstanding any provision to the contrary, neither Party hereto shall be liable to the other Party hereto or any other person or entity for indirect, special, incidental, consequential, punitive or exemplary damages arising out of or in connection with their Agreement.

Each Party shall defend, indemnify, and hold harmless, the other Party from and against any and all claims, losses, damages, actions, demands, legal proceedings and all judgments, settlements, fines, costs, and expenses including, without limitation, reasonable legal support costs and expenses, arising out of or in connection with the indemnifying Party.

The exclusions and limitations on lability set out in this clause or elsewhere in this Agreements do not apply to liability for the breach of confidentiality obligations.

DISPUTE RESOLUTION

Either Party may resolve any claim or controversy related to or arising out of this Agreement, whether in contract or in tort (“dispute”), on a confidential basis according to the following procedure:

  1. Delivering a written notice describing the dispute and the amount involved, if any, to the other Party;
  2. After receipt of written notice, the other Party shall make a written reply within ten (10) days from receipt of notice;
  3. Authorized representatives of the Parties shall meet at a mutually agreed upon time and place to resolve the dispute amicably;
  4. If the dispute remains unresolved within thirty (30) days after the receipt of the notice, either Party may commence binding arbitration proceedings before a single arbitrator, under the commercial arbitration rules of the Republic of the Philippines;
  5. An arbitration proceeding is commenced by the written demand a Party. The Parties agree to appoint an arbitrator within fifteen (15) days following the written demand;
  6. No statements by, or communications between, the Parties during negotiation or settlement proceedings will be admissible for any purpose in arbitration. The arbitrator will have no authority to award punitive damages, and their decision must be consistent with this Agreement. Each Party will pay its own expenses and attorney’s fees.

Either Party may use a court of competent jurisdiction to (a) enforce an arbitration award; (b) seek temporary equitable relief to protect its interests; or (c) recover specific property. To the extent permitted by law, no action related to this Agreement may be brought more than one (1) year from the time the cause of action first accrued.

MISCELLANEOUS TERMS

Entire Agreement

The parties intend that this agreement, together with all attachments, schedules, exhibits, and other documents that both are referenced in this agreement and refer to this agreement, represent the final expression of the parties' intent relating to the subject matter of this agreement, contain all the terms the parties agreed to relating to the subject matter, and replace all of the parties' previous discussions, understandings, and agreements relating to the subject matter of this agreement.

Amendment

This Agreement may be amended only by prior written consent, signed by both parties.

Separability

If, for any reason, any provision, section or part of this Agreement is declared invalid, illegal, or unenforceable by any competent authority or court, the remaining provisions, sections, or parts which shall continue to be in full force and effect.

Relationship of Parties

You and we are independent contractors, and nothing in this Agreement will be construed to create a partnership, joint venture, agency or employer and employee relationship between the Parties. Each party will be solely responsible for payment of all compensation owed to its employees, agents, consultants and sub-contractors as well as any related taxes and contributions. Neither party will have the right, power or authority to bind the other.

Assignment

You may not assign this Agreement without our prior written consent. We may subcontract all or any portion of the work to be performed by it under this Agreement at our sole discretion, but shall retain responsibility for the work subcontracted. This Agreement will inure to the benefit of, and shall be binding upon, both us and you and our respective heirs, legal representatives and permitted assignees.

Force Majeure

We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.

Taxes

As between the parties, you will be responsible for the collection, reporting, and payment of any and all of your taxes. All fees and payments payable to us under this Agreement or the applicable service terms will also be subject to applicable taxes.

Governing Law

This Agreement shall be governed by and construed for all purposes in accordance with the laws of the Republic of the Philippines without regard to any choice of law by you.

The Parties shall settle any dispute arising under this Agreement amicably and shall exhaust all efforts to arrive at an amicable settlement of their differences. In the event that the Parties fail to amicably settle any dispute, the venue of any action arising from this Agreement shall be Pasig City. The Pasig City courts shall have exclusive jurisdiction over any dispute arising out of this Agreement and you hereby consent to the exclusive jurisdiction of the said courts.