Updated: Nov 9, 2018
Software in our Services
Some of our Services allow you to download client software (“Software”) which may update automatically. So long as you comply with these Terms, we give you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access the Services. To the extent any component of the Software may be offered under an open source license, we will make that license available to you and the provisions of that license may expressly override some of these Terms. We are always working on new ways to improve our Services. We reserve the right to modify or change our Application or any of the Services, temporarily or permanently, with or without notice to you, and we are not obligated to support or update the Application or any Services. You acknowledge and agree that we shall not be liable to you or any third party in the event that we exercise our right to modify, change or discontinue the Application or any of the Services.
Use and Restrictions
Content and Materials
All text, videos, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, artwork, algorithms, functionalities, features and computer codes, including but not limited to design, structure, “look and feel” and arrangement of the content available on the Application (collectively, “Content”) are owned, controlled or licensed by or to us, and are protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws. The Content and the Application are owned by the Organization and its Afﬁliates, and/or their licensors and suppliers (which may include lessors, lessees, owners, sellers, buyers, agents, brokers, multiple listing services, builders, service providers, content providers, vendors and others) (collectively, “Licensors and Suppliers”). Except as expressly provided in these Terms, no part of the Application or the Content may be copied, reproduced, republished, posted, publicly displayed, translated, or distributed in any way. Subject to the limited rights to use the Application and Services pursuant to these Terms, we retain all right, title and interest in and to the Application and Services, including all related intellectual property contained therein. Certain features of the Services allow you to post, publish, share, store, or manage data or visual content (“Materials”). By posting or publishing Materials, you represent and warrant to us that you have all necessary rights to distribute such Materials to us, either because you are the author and have the right to distribute the same, or because you have the appropriate distribution rights, licenses, consents, and/or permissions to use, in writing, from the copyright or other owner of such Materials. You hereby grant to us and our authorized personnel a worldwide, royalty-free, fully-paid, exclusive, transferable, sublicensable (as necessary to perform the Services) license to copy, publicly perform, publicly display, publish, distribute, create derivative works of, and use Materials as we deem appropriate to perform the Services and in accordance with these Terms. You acknowledge and agree that we will own all right, title, and interest in and to any Materials, content, or other works of authorship created by us or on our behalf and used in connection with the Services. All Materials are the sole responsibility of the person who originated such Materials whether publicly posted or privately transmitted. Any use or reliance on any Content or Materials of other users posted via the Services or obtained by you through the Services is at your own risk. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or Material posted via the Services or endorse any opinion expressed via the Services. You understand that by using the Services, you may be exposed to Materials that might be offensive, harmful, inaccurate or otherwise inappropriate.
We respect the intellectual property of others and ask that users of our Application and Services do the same. In connection with our Application and Services, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing Materials and for the termination, in appropriate circumstances, of users of our Application and Services who are repeat infringers of intellectual property rights, including copyrights. Notices for alleged copyright infringement on the Services shall be sent to the Organization’s address indicated in the IBP Profile page.
You may not use the Application or Services for illegal or unlawful or malicious activities, or for activities that we deem improper for any reason whatsoever in our sole judgment, including, without limitation, the commission of fraud or market manipulation, the harassing or making disparaging comments to any user of the Application. We reserve the right to take preventative or corrective actions to protect ourselves and our users. Your use of the Application and Services is conditioned in part on your compliance with the rules of conduct provided herein, and your failure to comply may result in termination of your access to and use of the Application and Services and liability for damages caused by your noncompliance. In addition to the foregoing, while using the Application and Services, you may not, except as may be expressly set forth above under “Permitted Uses” (a) impersonate any person or entity, falsely state or otherwise misrepresent your afﬁliation with any person or entity, or use or provide any fraudulent, misleading or inaccurate information; (b) defame, abuse, harass, stalk, intimidate, bully, threaten or otherwise violate the rights of others, including without limitation others’ privacy rights or rights of publicity; (c) access or use (or attempt to access or use) another user’s account without permission, or solicit another user’s login information; (d) transmit any software or material that contain viruses, worms, trojan horses, defects, or other items of a destructive nature; (e) modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of the Application or Services; (f) “frame” or “mirror” any portion of the Application or Services; (g) use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Application or Services; (h) harvest or collect information about or from other users of the Application or Services; (i) use the Application or Services for any illegal activity; (j) probe, scan or test the vulnerability of the Application, nor breach the security or authentication measures on the Application or take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Application, such as a denial of service attack; (k) send or otherwise post unauthorized commercial communications (such as spam); (l) engage in unlawful multi-level marketing, such as a pyramid scheme; (m) post content that is hateful, threatening or pornographic, incites violence, or contains nudity or graphic or gratuitous violence; (n) access or use any portion of the Content if you are a direct or indirect competitor of the Organization, or provide, disclose or transmit any portion of the Content to any direct or indirect competitor of the Organization; (o) use or distribute any Content, including Content that has been veriﬁed or conﬁrmed by you or anyone else, to directly or indirectly create or contribute to the development of any database or product; or (p) facilitate or encourage any violation of this Section.
Warranties, Disclaimers and Limitations of Liability
Disclaimer of Warranties
ALTHOUGH THE ORGANIZATION MAKES EFFORTS TO PROVIDE AN ACCURATE APPLICATION, THE APPLICATION AND ALL ITS PARTS ARE PROVIDED “AS IS”, “WITH ALL FAULTS”, AND “AS AVAILABLE”. THE ORGANIZATION AND ITS AFFILIATES AND THEIR RESPECTIVE MANAGING MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES AND THIRD PARTY SUPPLIERS (COLLECTIVELY, THE “ORGANIZATION PARTIES”) DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION (1) AS TO TITLE, MERCHANTABILITY, FITNESS FOR ORDINARY PURPOSES AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, (2) THE QUALITY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE APPLICATION AND ALL ITS PARTS, AND THEIR RESPECTIVE CONTENT, (3) THE APPLICATION AND ALL ITS PARTS, AND THEIR RESPECTIVE CONTENT CONFORMING TO ANY FUNCTION, DEMONSTRATION OR PROMISE BY ANY COMPANY PARTY AND (4) THAT ACCESS TO OR USE OF THE APPLICATION AND ALL ITS PARTS, OR THEIR RESPECTIVE CONTENT WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE. ANY RELIANCE UPON THE APPLICATION AND ALL ITS PARTS, AND THEIR RESPECTIVE CONTENT IS AT YOUR OWN RISK AND THE ORGANIZATION MAKES NO WARRANTIES THEREFOR. THE ORGANIZATION RESERVES THE RIGHT TO RESTRICT OR TERMINATE YOUR ACCESS TO THE APPLICATION AND ALL ITS PARTS, AND THEIR RESPECTIVE CONTENT OR ANY FEATURE OR PART THEREOF AT ANY TIME.
Your reliance upon the information available on the Application or located through utilization of the Services and your interactions with third users identiﬁed through the Services are SOLELY AT YOUR OWN RISK. Your interactions with other users or advertisers, including payment and delivery of goods or services, and any other term, condition, warranty or representation associated with such dealings, are solely between you and the other person or entity, and you agree that we will not be responsible for any loss or damage incurred as the result of any such dealings or with respect to any other person’s or entity’s use or disclosure of your personally identiﬁable information. If there is a dispute between you and any third party, we are under no obligation to become involved, and you agree that you will manage any such dispute or disagreement directly, and that you will not make any claims against us with respect to products or services purchased through your use of the Services.
Limitation of Remedies
IN NO EVENT SHALL THE ORGANIZATION BE LIABLE FOR DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGE WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE APPLICATION AND ALL ITS PARTS OR THEIR RESPECTIVE CONTENT, WITH THE DELAY OR INABILITY TO ACCESS OR USE THE APPLICATION OR RELATED SERVICES, WITH THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR WITH ANY CONTENT, SOFTWARE, PRODUCT AND SERVICE MADE AVAILABLE OR OBTAINED THROUGH THE APPLICATION AND ALL ITS PARTS OR THEIR RESPECTIVE CONTENT, OR OTHERWISE ARISING OUT OF THE USE OR ACCESS OF THE USE OF THE APPLICATION OR USE OF THE SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF THE ORGANIZATION HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. ANY SERVICE OR CONTENT MADE AVAILABLE OR OBTAINED THROUGH THE USE OF THE APPLICATION, AND ALL OTHER USES OF THE APPLICATION, ARE DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS THEREFROM.
IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE APPLICATION OR ITS CONTENT, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO UNINSTALL THE APPLICATION.
Content and Materials
Binding Arbitration and Applicable Law (Continued from Section titled “Binding Arbitration” above)
Arbitration shall be conducted by and submitted to a single arbitrator (“Arbitrator”) selected from and administered by the Republic of the Philippines, in accordance with its existing Rules of Procedure for IPOPHL Arbitration. The Arbitrator shall be authorized to award compensatory damages, but shall NOT be authorized to award non-economic damages such as for emotional distress, or pain and suffering or punitive or indirect, incidental or consequential damages. Each party shall bear its own attorneys’ fees, costs and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the Arbitrator and IPOPHL; however, the Arbitrator may award to the prevailing party reimbursement of its reasonable attorneys’ fees and costs (including, for example, expert witness fees and travel expenses), and/or the fees and costs of the Arbitrator. Within ﬁfteen (15) calendar days after conclusion of the arbitration, the Arbitrator shall issue a written award and a written statement of decision describing the material factual ﬁndings and conclusions on which the award is based, including the calculation of damages awarded, if any. Each party shall fully perform and satisfy the arbitration award within ﬁfteen (15) days of the service of the award. Judgment on the award may be entered by any court of competent jurisdiction. By agreeing to this binding arbitration provision, you understand that you are waiving certain rights and protections which may otherwise be available if a claim or dispute were determined by litigation in court, including, without limitation, the right to seek or obtain certain types of damages precluded by this arbitration provision, certain rights of appeal, the right bring a claim as a class member in any purported class or representative proceeding, and the right to invoke formal rules of procedure and evidence.
These Terms constitute the entire Agreement between you and the Organization with respect to the subject matter of these Terms, and supersede and replace any other prior or contemporaneous agreement, or terms and conditions applicable to the subject matter of these Terms. These Terms create no third party beneficiary rights.
Waiver, Severability & Assignments
The Organization’s failure to enforce a provision is not a waiver of its rights to do so later. If a provision is found unenforceable, the remaining provisions of the Terms will remain in full force and effect and an unenforceable Term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms, and any such attempt will be void. The Organization may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.