Legal
Wabsab’s Terms of Service
Last Updated 17 October 2024
1. Acceptance of Terms
We are Wabsab Information Technology Solutions, doing business as Wabsab ('we', 'us', or 'our'), a business registered in the Philippines at Unit 707 One Park Drive, 11th Drive Corner 9th Avenue, Bonifacio Global City, Fort Bonifacio, Taguig City, National Capital Region 1634.
We operate the website https://www.wabsab.co (the 'Site') and its sub-domains, as well as any other related products and services that refer or link to these legal terms (the 'Legal Terms') (collectively, the 'Services').
You can contact us by phone at +639691297716, email at legal@wabsab.co, or by mail to Unit 707 One Park Drive, 11th Drive Corner 9th Avenue, Bonifacio Global City, Fort Bonifacio, Taguig City, National Capital Region 1634, Philippines.
These Legal Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity ('you'), and Wabsab Information Technology Solutions, concerning your access to and use of the Services. You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Legal Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.
We will provide you with prior notice of any scheduled changes to the Services you are using. The modified Legal Terms will become effective upon posting or notifying you by legal@wabsab.co, as stated in the email message. By continuing to use the Services after the effective date of any changes, you agree to be bound by the modified terms.
The Services are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Services.
We recommend that you print a copy of these Legal Terms for your records.
2. Privacy Policy
We care about data privacy and security. By using the Services, you agree to be bound by our Privacy Policy which can be found at https://www.wabsab.co/privacy-policy/ (the “Privacy Policy”). Please be advised the Services are hosted in the United States and Ireland. If you access the Services from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States and Ireland, then through your continued use of the Services, you are transferring your data to the United States and Ireland, and you expressly consent to have your data transferred to and processed in the United States and Ireland.
3. The Services
3.1 Subject to your compliance with this Agreement, as well as your subscription to one of our applicable packages or plans and our timely receipt of your associated payment(s), we will make our client portal (“portal”) available to you during the term to which you have subscribed. We will use commercially reasonable efforts to make the portal available subject to planned downtime and any unscheduled emergency maintenance. We reserve the right to modify, replace, or discontinue functionality available within the client portal (“portal”) at any time, for any reason, without prior notice.
3.2 You may only access and use the Services in accordance with the terms of the Agreement. You agree to: (i) provide accurate, current and complete information about you as may be prompted by any form on this Site (“Registration Data”); (ii) maintain and promptly update the Registration Data, to keep it accurate, current and complete; (iii) maintain the security of any password and identification information; (iv) notify us immediately of any unauthorized use of your account; (v) accept sole responsibility for any and all activities that occur on your account. Each person who uses any Services must have a separate username and password. You must provide a valid email address for each person that you authorize to use your account. You agree to provide any other information that we reasonably request.
3.3 You are responsible for obtaining and maintaining all telecommunications, broadband and computer equipment and services needed to access and use the Services and for paying all charges related thereto.
3.4 We may terminate your account without prior notice or liability to you, if we find, in our sole and exclusive discretion, that you: (i) have violated this Agreement; (ii) are not in alignment with our model; (iii) are sharing usernames or passwords; (iv) violate our core values; or (v) are abusing our services or team in any way, including using our services for illegal purpose.
3.5 “Work Requests” means any request submitted in our portal that pertains to supporting any of your design, engineering and operations needs in any of your internal CRM systems or applications. “Service Requests” or “Customer Service Requests” pertains to any request around support and management of your services and subscriptions with us.
3.5 “Deliverables” means any content or code that we develop and provide specifically for you based on your work requests. Deliverables do not include Licensed Content, which is subject to certain license restrictions.
3.6 “Licensed Content” means any pre-existing content elements or source code that is licensed from a third party, including but not limited to source code, artwork, stock photographs, audio, typeface, video, designs, and writings. While you are, and will be, the sole and exclusive owner of all right, title, and interest in and to the Deliverables, the Licensed Content incorporated in the Deliverables is subject to the license and use restrictions assigned to each Licensed Content by its original creator. No rights are granted to you to any Licensed Content other than as expressly set forth herein.
In any case where Licensed Content is requested to be used in the fulfilment of a Deliverable, you are expected to obtain the necessary licenses required for use of said content in said Deliverable and are liable for the Licensed Content’s lawful use within the Deliverable.
3.7 Subject to your continued compliance with this Agreement, including timely payment of associated amounts due, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the Services for your internal business purposes. You may not access or use the Services in order to monitor its availability, performance, or functionality for competitive purposes. You may not, and may not permit any third party to: (a) reverse engineer (except to the extent specifically permitted by statutory law), decompile, disassemble or otherwise attempt to discover source code, object code or underlying structures, ideas or algorithms of the Services, (b) modify, translate or create derivative works based on the Services, (c) use the Services for any purpose other than its own internal purposes; or (d) use the Services other than in accordance with the Agreement and in compliance with all applicable laws and regulations (including but not limited to any applicable privacy and intellectual property laws).
3.8 You grant us a perpetual, irrevocable, worldwide, nonexclusive, transferable, sublicensable right and license to commercially exploit in any manner any feedback, suggestions or recommendations that you provide to us regarding any our services.
3.9 The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
3.10 There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Legal Terms or use of the Services.
3.11 All considerations pertaining to working hours and locations of any of our employees when fulfilling or servicing your requests are solely within our discretion.
3.12 Any changes to your subscribed plan or package (including discontinuation) of your subscribed plans, we will be providing thirty (30) days of advance notice to you. Based on our own discretion and in careful consideration of your current active subscription, we reserve the right if needed, to defer said change for you.
3.14 We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services in whole or any part of it.
4. Use of the Services
4.1 You may use the Services for any number of projects and scope for which you have subscribed under the applicable plan and as are appropriate based on the size of your account. While we accept an uncapped number of requests for Deliverables and corrections/revisions to those Deliverables for each subscription period, our output volume and speed is affected by many factors, namely the total request volume; the size, complexity, specificity and clarity of your requests; as well as the readiness and availability of internal or external dependencies to the request.
4.2 We do our best to minimize any mistakes in the final Deliverables. However, due to the nature of any creative, analytical or technical work, we cannot guarantee all final Deliverables will be 100% error-free. When we deliver any request to you, you agree to review, test and validate all Deliverables for any errors or omissions and notify us if any changes or corrections are needed when a request is at the stage of “under client review”. We will do our best to correct any mistakes that you notify us about during that stage. If you notify us of any errors after a request has moved to the “Done” stage, a new request needs to be submitted to us to address those errors.
4.3 The speed of your account is determined by how many subscriptions you have. A subscription is a measurement of output and represents what we can accomplish within your chosen subscription period, our software, and our web platform. What we can create with a single subscription depends on many factors, including, but not limited to: (i) the type of plan; (ii) the volume of requests; (iii) the clarity of requests submitted and (iv) the overall complexity and size of requests. We do not guarantee the amount of work that we can create with a single subscription. To increase the volume of work we can complete within a subscription period, we suggest you add subscriptions to your account.
4.4 You are the owner and/or controller of all of the information, data or materials that you provide to us to use the Services (“Customer Content”). By submitting Customer Content to us, you are representing that you are the owner of such Customer Content and/or have the necessary rights, licenses, and authorization to distribute it. You grant us a worldwide, royalty free, non-exclusive license to access and use Customer Content to provide the Services.
4.5 You are, and will be, the sole and exclusive owner of all right, title, and interest in and to the Deliverables, including all intellectual property rights therein. We agree that with respect to any Deliverables that may qualify as “work made for hire” as defined in 17 U.S.C. §101, such Deliverables are deemed a “work made for hire” for you. Notwithstanding the foregoing, the terms of this Section 4.5 are subject to your compliance with this Agreement, your full payment of applicable amounts due and the terms of Sections 3.6 and 4.7. You grant us a limited, nonexclusive, non-sublicensable, royalty-free worldwide license to use, host, run, copy, reproduce, process, adapt, translate, publish, transmit, display and distribute any Deliverables that we develop in connection with the Services solely to provide the Services to you and manage your account. We may also use the Deliverables and other information regarding you and your use of the Services for internal purposes to improve and enhance our Services and in an aggregated form to illustrate the scope of our Services for marketing and advertising purposes.
4.6 We do not support and will not tolerate our Services being used to discriminate against others, especially when based on race, religion, sex, sexual orientation, age, disability, ancestry, or national origin. You are not permitted to use the Service in a manner which would or would likely incite, promote or support such discrimination and you must not use the Service to incite or promote hostility or violence. If we believe in our sole determination that your use of the Service is being used to discriminate, especially if based on race, religion, sex, sexual orientation, age, disability, ancestry, or national origin, we may permanently or temporarily terminate or suspend your access to the Service, without notice and liability for any reason.
4.7 The Services with your approval may allow you an option to use AI generated content as part of your Deliverable. To the extent you utilize AI generated content or otherwise agree to the use of AI generated content in your Deliverable, you agree to and will comply with the terms of use of your chosen generative AI application. For clarity, any Generative AI application’s terms of use are separate from and in addition to (and do not supersede or replace) our Terms of Service, which will continue to apply in full force and effect. We have very limited control over AI generated content. We make no warranty or representation of accuracy, completeness, reliability, ownership or noninfringement with respect to any AI generated content. By requesting or consenting to the use of AI generated content, you acknowledge and agree that any use of AI generated content is at your own risk.
5. Plan Limits and Definitions
5.1 All Subscription Plans are subject to concurrency limits which limit the number of requests at a certain stage of the request fulfilment process at one time. These limits are “active request” limits and “background request” limits.
5.2 “Active Request” is any request that we are actively working at, for clarity it is any request that is in the status of either “Shaping”, “In Progress” and “Under Client Review”. The status “Shaping” means the request is being designed, analysed, and scoped out. “In Progress” means the request is being actively developed and worked at. “Under Client Review” means means the request is currently being reviewed and tested by you , or has been returned to us for fixes or corrections.
5.3 “Background Request” means that the request that is in the status of “Under Client Review”. If your subscribed plan has a background request allocation, an active request in the “under client review” stage can be counted as a background request, allowing pending or new request in the queue to be worked at and moved into any of the active stages.
5.5 Subscription plans may also be subject to size limits which restrict the size of a request that we work on and move to the active stages of the request fulfilment process. Considerations for request size include but are not limited to the overall complexity of that request as well as the number of components to be developed/delivered as part of the request. Potential values for size are either “Small”, “Medium” or “Large”. A request’s size is determined upon careful consideration of a request’s full details and will be discussed and agreed on with you before it is assigned to any request, a request’s size needs to be agreed upon before it is worked on by us.
5.6 Concurrency and Size limits do not supersede each other and requires both to be satisfied before a request is actively worked at and accepted by us for development.
6. Fees and Subscription to our Services
6.1 Use of our Services requires payment of recurring fees. Before we have any obligation to provide Services, you must pay the fees (as well as applicable taxes) in full, in such amounts and for such billing frequency as specified during registration, as updated (prospectively, not retroactively) by you from time to time. All fees are due on payment due date as specified on received invoice and displayed on subscription record in the client portal. You agree to pay all owed amounts to continuously access our Services, failure to complete payment within fifteen (15) days of payment due date and having not communicated any written notice of ongoing transmission/processing of payment for upcoming subscription period will pause Subscription and halts access to creation of any new work request and pauses all activities on all other existing work requests. This subscription will remain paused until further notice of either reactivation/renewal or cancellation of the subscription.
6.2 All payments are to be made via bank or wire transfer to the nominated bank account listed in your received invoice. All payments are to be made in United States Dollars (USD).
6.3. All sales are final, and no refunds will be issued.
6.4 We reserve the right to change our fees upon thirty (30) days’ advance notice. By continuing to use the Services, you accept such changes. We are not required to notify you of temporary promotions or reductions in fees.
6.5 You may cancel your subscription with us at any time directly in our portal, or by contacting our support team by email at team@wabsab.co or through the portal.
Note that we do not provide refunds or credits for unused days remaining in your subscription period after cancellation and that your access to our services is in force and active until the end date of your current subscription period.
We are not obligated to complete requests after the subscription end date but will intend to work with you to make the most of your remaining days in your subscription. Please coordinate with us when creating requests after requesting cancellation to ensure that these requests can be completed before the end of your subscription. Your cancellation to our Services will take effect immediately after the last day of the current paid term
6.6 You may opt to pause instead of cancelling your subscription with us at any time either directly in our portal or by contacting our support team by email at team@wabsab.co. Note that in the event you pause your subscription and have remaining days in your current subscription period, we will take note of the number of days remaining in your subscription period and you can use up these remaining days upon reactivation of your subscription. If you wish to pause your subscription at the end of your current subscription period, just contact our support team directly through the modes listed above and there is no further action required on the portal. Please halt or cancel any automated payments to any of our nominated accounts.
6.7 All activities in work requests related to any paused subscription will be put on hold immediately after subscription is paused.
6.8 To reactivate a subscription with remaining or unused days from the last subscription, you can directly reactivate any paused subscription through the portal or by contacting our support team directly by email at team@wabsab.co. If you are reactivating a subscription that was paused at the end of the last subscription period, contact our support team to get a copy of your invoice for the upcoming subscription period along with your chosen date of reactivation. Please complete the payment due before reactivation date for access to Services to be reinstated. Note that for both scenarios subscription due dates will be updated based on the date your subscription is reactivated.
7. Confidential Information
7.1 For purposes of this Agreement, the term “Confidential Information” means non-public or proprietary information, including, without limitation, information relating to current or future business, products and services, research, images, development, design details and specifications, and marketing plans.
7.2 During the course of our relationship, you may disclose to us your Confidential Information. We agree to hold in confidence and not disclose to any third party any of your Confidential Information, except as approved or directed in writing by you, and will use your Confidential Information for no purpose other than for the Services. We will limit access to your Confidential Information to only those employees, officers, directors, contractors, representatives and agents who are involved in providing Services to you. We will be responsible to you for any breach of this provision by our employees, officers, directors, contractors, representatives and agents.
7.3 During the course of our relationship, we may similarly disclose to you our Confidential Information. You agree to hold in confidence and not disclose to any third party any of our Confidential Information, except as approved or directed in writing by us, and will use our Confidential Information for no purpose, except as permitted by this Agreement. You will limit access to our Confidential Information to only those employees, officers, directors, contractors, representatives and agents to whom it is necessary to disclose our Confidential Information. You will be responsible for any breach of this provision by your employees, officers, directors, contractors, representatives and agents.
7.4 Notwithstanding anything to the contrary in this Agreement, the following is not Confidential Information: (a) information that was in the public domain at the time of its disclosure or has entered the public domain without breach of this Agreement; (b) information that was already in the rightful possession of a party at the time of disclosure; (c) information that is independently developed by a party without breaching this Agreement; or (d) information that becomes known to a party, without restriction, from a third party source not directly or indirectly involving a breach of this Agreement.
7.5 The confidentiality obligations under this Agreement will survive for five (5) years after the termination of this Agreement.
8. Our Intellectual Property Rights
8.1 We are the owner or the licensee of all intellectual property rights in our Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services (collectively, the 'Content'), as well as the trademarks, service marks, and logos contained therein (the 'Marks'). The Content and Marks are provided in or through the Services 'AS IS' for your internal business purpose only.
8.2 Subject to your compliance with these Legal Terms, including the 'PROHIBITED ACTIVITIES' section below, we grant you a non-exclusive, non-transferable, revocable licence to solely for your internal business purpose:
access the Services; and
download or print a copy of any portion of the Content to which you have properly gained access.
8.3 Except as set out in this section or elsewhere in our Legal Terms, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
8.4 If you wish to make any use of the Services, Content, or Marks other than as set out in this section or elsewhere in our Legal Terms, please address your request to: legal@wabsab.co. If we ever grant you the permission to post, reproduce, or publicly display any part of our Services or Content, you must identify us as the owners or licensors of the Services, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Content.
8.5 We reserve all rights not expressly granted to you in and to the Services, Content, and Marks. Any breach of these Intellectual Property Rights will constitute a material breach of our Legal Terms and your right to use our Services will terminate immediately.
9. Term and Termination
9.1 This Agreement will expire and terminate upon the expiration or termination of your account or subscription to a Service; provided that all sections of this Agreement which by their nature should survive termination will survive termination, including but not limited to, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
9.2 We may terminate this Agreement at any time upon notice if you default or breach this Agreement. Upon expiration or termination of your account or subscription to a Service, all rights under this Agreement relating to such Service will immediately terminate, you will lose all access to the applicable Service, including access to your account and Customer Content or other files.
10. Disclaimer of Warranties
10.1 THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES' CONTENT OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORISED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGEMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
11. Liability Waiver
11.1 IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE ONE (1) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
12. Indemnification
12.1 You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of any of the following: (1) use of the Services; (2) breach of these Legal Terms; (3) any breach of your representations and warranties set forth in these Legal Terms; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Services with whom you connected via the Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defence of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
13. Links to Third-Party Platforms
13.1 If this Site is available through any third-party platform, or if we provide links from this Site to any third-party platform or website, then we do not accept responsibility for any interaction, content or practices coming from such third parties.
14. Copyright Infringements
14.1 We respect the intellectual property rights of others. If you believe that any material available on or through the Services infringes upon any copyright you own or control, please immediately notify us using the contact information provided below (a 'Notification'). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to applicable law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Services infringes your copyright, you should consider first contacting an attorney.
15. Electronic Communications, Transactions and Signatures
15.1 Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
16. Governing Law
16.1 These Legal Terms shall be governed by and defined following the laws of the Philippines. Wabsab Information Technology Solutions and yourself irrevocably consent that the courts of the Philippines shall have exclusive jurisdiction to resolve any dispute which may arise in connection with these Legal Terms.
17. Disputes Resolution and Choice of Forum
17.1 To expedite resolution and control the cost of any dispute, controversy, or claim related to these Legal Terms (each a 'Dispute' and collectively, the 'Disputes') brought by either you or us (individually, a 'Party' and collectively, the 'Parties'), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.
17.2 Any dispute, controversy, difference or claim arising out of or in relation to this agreement, including any question as to the interpretation, implementation, existence, validity, breach or termination thereof or as to any non-contractual obligation arising out of or relating thereto, shall be referred to and finally resolved by arbitration administered by the Philippine International Center for Conflict Resolution (“PICCR”) in accordance with the PICCR Arbitration Rules in force at the time of the commencement of the arbitration (“PICCR Arbitration Rules”), which rules are deemed incorporated by reference in this clause. The arbitration shall be conducted by one or more arbitrators to be appointed in accordance with the PICCR Arbitration Rules. The seat of the arbitration shall be the Philippines. The language of the arbitration shall be English. This arbitration agreement shall be governed by the laws of the Philippines.
17.3 The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilise class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
17.4 The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorised use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
17.5 THE PARTIES AGREE THAT ANY CAUSE OF ACTION OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OF USE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
18. Assignment
16.1 This Agreement and the rights and obligations herein are personal to you, and you may not assign or otherwise transfer this Agreement or any of your rights or obligations hereunder, without our prior written consent. We may freely assign this Agreement, including, without limitation, in connection with a merger, acquisition, bankruptcy, reorganization, or sale of some or all of our assets or stock.
19. Severability
19.1 If any one or more of the provisions of this Agreement are for any reason held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will be unimpaired and will remain in full force and effect, and the invalid, illegal or unenforceable provision(s) will be replaced by a valid, legal and enforceable provision or provisions that comes closest to the intent of the parties underlying the invalid, illegal or unenforceable provision(s).
20. Non-Waiver
20.1 The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. A waiver by either party of any term or condition of this Agreement or any breach, in any one instance, will not waive such term or condition or any subsequent breach.
21. Force Majeure
21.1 If we are unable to perform any obligation under this Agreement because of any matter beyond our reasonable control, including but not limited to, pandemic or widespread outbreak of infectious diseases, government shutdown, lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial/labor disputes (whether or not involving our employees), acts of government, loss of or problems with telecommunications, utility services or other third party services, and hostile network attacks (each, a “Force Majeure Event”), we will have no liability to you for such failure to perform; provided, however, that we will resume performance promptly upon removal of the circumstances constituting the Force Majeure Event.
22. User Data
22.1 We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
23. Corrections
23.1 There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.
24. California Users and Residents
If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.
25. Miscellaneous
23.1 You agree that these Legal Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defences you may have based on the electronic form of these Legal Terms and the lack of signing by the parties hereto to execute these Legal Terms.
26. Prohibited Activities
26.1 You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavours except those that are specifically endorsed or approved by us.
26.2 As a user of the Services, you agree not to:
Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein.
Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
Use any information obtained from the Services in order to harass, abuse, or harm another person.
Make improper use of our support services or submit false reports of abuse or misconduct.
Use the Services in a manner inconsistent with any applicable laws or regulations.
Engage in unauthorised framing of or linking to the Services.
Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material that interferes with any party’s uninterrupted use of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
Delete the copyright or other proprietary rights notice from any Content.
Attempt to impersonate another user or person or use the username of another user.
Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats ('gifs'), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as 'spyware' or 'passive collection mechanisms' or 'pcms').
Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.
Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
Copy or adapt the Services' software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.
Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or use or launch any unauthorised script or other software.
Make any unauthorised use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretences.
Use the Services as part of any effort to compete with us or otherwise use the Services and/or the Content for any revenue-generating endeavour or commercial enterprise.
27. User Generated Contributions
27.1 We may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Services, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, 'Contributions'). Contributions may be viewable by other users of the Services and through third-party websites. When you create or make available any Contributions, you thereby represent and warrant that:
The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
You are the creator and owner of or have the necessary licences, rights, consents, releases, and permissions to use and to authorise us, the Services, and other users of the Services to use your Contributions in any manner contemplated by the Services and these Legal Terms.
You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Services and these Legal Terms.
Your Contributions are not false, inaccurate, or misleading.
Your Contributions are not unsolicited or unauthorised advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libellous, slanderous, or otherwise objectionable (as determined by us).
Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
Your Contributions do not violate any applicable law, regulation, or rule.
Your Contributions do not violate the privacy or publicity rights of any third party.
Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
Your Contributions do not otherwise violate, or link to material that violates, any provision of these Legal Terms, or any applicable law or regulation.
Any use of the Services in violation of the foregoing violates these Legal Terms and may result in, among other things, termination or suspension of your rights to use the Services.
28. Contribution License
28.1 You agree that we may access, store, process, and use any information and personal data that you provide and your choices (including settings).
28.2 We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Services. You are solely responsible for your Contributions to the Services and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.
29. Entire Agreement
29.1 If you have executed a separate agreement with us applicable to your access to and use of this Site or our Services, then the terms and conditions of that agreement prevail to the extent of any conflict with this Agreement. In all other cases, this Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior communications and proposals.
30. Contact Us
To resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:
Wabsab Information Technology Solutions
Unit 707 One Park Drive, 11th Drive Corner 9th Avenue, Bonifacio Global City, Fort Bonifacio, Taguig City, National Capital Region 1634, Philippines
Phone: +639691297716
legal@wabsab.co
