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SOFTWARE AS A SERVICE SUBSCRIPTION AGREEMENT

This Software as a Service Subscription Agreement (the “Agreement” or “SAAS Subscription Agreement”) is a legally binding agreement by and between you as an individual or business entity or organization (“You” or the “Customer”) and Simpletrade Ventures, OPC, including its affiliates (the “Service Provider”) a corporation registered under the laws of the Philippines, with principal office address at Unit 601, 6th Floor, 117 Ablaza Building E. Rodriguez Sr. Ave., Barangay Tatalon, Quezon City. Your use, under license, and access to Dropify (the “Site”) or any of the other services offered through the Site including any offline or third-party components, data, lists, reports, dashboards, templates, documentation, software, applications or services (collectively, the “Services”) is subject to this Agreement. If you do not agree to this Agreement, you agree not to use or access the Site or the Services. Your registration for, or use of, the Site or the Services shall be deemed to be your acceptance of this Agreement and all of the terms and conditions contained herein. You agree that the terms and conditions shall be fully and legally binding upon the Parties, without need of any further indication of acceptance on your part (such as by signature, click through or other means of electronic acceptance). If you are agreeing to this Agreement on behalf of a business entity or organization, you represent that you have the full legal authority to bind such entity to this Agreement.

1. DEFINITIONS OF TERMS AND INTERPRETATION

1.1 Definitions. As used in this Agreement, the following terms shall have the meanings ascribed to them:

“Affiliate” shall mean any legal entity, wherever incorporated or constituted, which directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement and, for this purpose, "Control" means: (i) the ownership of or right to exercise control of at least 50% plus one share of the voting rights of such legal entity; or (ii) the power to manage or direct the affairs of such legal entity through a management or similar contract.

“Business Day” shall mean a day (other than a Saturday, or Sunday, or any national public holiday) on which commercial banks are authorized to open for normal banking business or are not required to be closed.

“Confidential Information” shall mean all information (either oral, written, or digital) provided and/or to be provided to the Receiving Party by the Disclosing Party and/or the Disclosing Party’s clients, including but not limited to:

(a) Information transmitted to such party that the disclosing party has identified as being proprietary and/or confidential or which, by the nature of the circumstances surrounding the disclosure or the content of the disclosed information, ought in good faith to be treated as proprietary and/or confidential;

(b) Any document, data, materials, trade secret, process, know-how, technique, design, drawing, diagram, program, software, invention, and/or work in process;

(d) Information or materials relating to the Disclosing Party, the Disclosing Party’s clients and/or the Site and the Service, including, but not limited to, this Agreement and subsequent agreements entered into by the parties, whether related to this Agreement or not; and

(e) Any information or materials which the Disclosing Party or any of its affiliates and/or clients are required to keep confidential pursuant to an Agreement with a third party.

“Effective Date” shall mean the completion of the registration for the Site by the Customer.

“Force Majeure” denotes any event which is reasonably beyond the control of a Party such as, but not limited to, the following: act of God, epidemic, pandemic, explosion, flood, tempest, fire, earthquake, storm, flood, drought, disease, natural disaster or accident; war, terrorism, or threat of war or terrorism, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bylaws, prohibitions or measures of any kind on the part of any Governmental Authority; import or export regulations or embargoes; or strikes, lock-outs or other industrial actions or trade disputes and cyber-attacks (including without limitation distributed denial of service attacks, malware, ransomware, and any other cyber events).

“Governmental Authority” shall mean any state, municipal or local government, administrative or legislative body, governmental or regulatory agency or authority, bureau, commission, court, tribunal, judicial body, department or other instrumentality or other governmental entity of the Republic of the Philippines or any foreign country.

“Intellectual Property Rights” shall mean any and all intellectual property rights worldwide, subsisting whether now or in the future, and whether registered or unregistered including designs, copyright, trademarks including names and logos, patents, inventions, trade secrets, moral rights, trade, business or company names or other intellectual property rights, or any rights to registration of such rights.

“Law” shall mean any applicable law, statute, ordinance, rule, regulation, order, judgment, injunction, decree, treaty, principle

“Platform” shall mean Lazada, Shopee, Shopify and any other e-commerce platform subject of the Services under this Agreement.

“Services” shall mean the services offered through the Site, including any offline or third-party components, data, lists, reports, dashboards, templates, documentation, software, applications or services, which the Service Provider agrees to provide under this Agreement, including those services set forth in https://dropify.ph/terms-conditions/.

“Site” shall mean Dropify (www.dropify.ph), the Service Provider’s proprietary e-commerce system, including without limitation, subsequent updates, enhancements, modifications and releases of the same, as well as third party software or applications added to or used in connection therewith, and all related components, templates, features, enhancements, modifications, data, and related files that is used by the Service Provider to perform the Services.

1.2 Interpretation.

(a) Sections and Clauses. Unless the context requires otherwise, any reference to “Sections”, “paragraphs” and “Annexes” in this Agreement are to be construed as references to the sections, paragraphs, schedules and annexes of and to this Agreement. Terms such as “in this Agreement,” “of this Agreement,” “according to this Agreement”, or other terms of similar meaning refer to the entirety and not a certain section and item of this Agreement. Terms such as “herein”. “hereof”, “hereunder”, “hereinafter”, and other terms of similar import shall refer to this Agreement, as amended, supplemented and otherwise modified and in effect from time to time.

(b) Headings. The headings of this Agreement are used for convenience only and shall not limit or affect the interpretation of the provisions hereof, or this Agreement.

(c) Writings. References to “writing” or cognate expressions includes a reference to telex, cable, electronic mail, facsimile transmission or comparable means of communications.

(d) Successors and Assigns. References to any Party include references to their or its respective successors and permitted transferees, assigns and substitutes.

(e) Singular and Plural Forms. References to the singular shall include the plural and vice versa.

2. SERVICE AND SUPPORT

2.1. Subject to the terms and conditions of this Agreement, the Service Provider shall use commercially reasonable efforts to provide you the Services in accordance with their registration. Please visit https://dropify.ph/terms-conditions/ for a complete description of those Services.

2.2. The Service Provider shall provide you with reasonable technical support services to ensure continued use and access to the Site and the Services.

3. LICENSE GRANT AND USAGE RIGHTS

3.1. The Service Provider hereby grants you a non-exclusive, non-transferable right to access the Site and the Services for the term for which you have paid the applicable Subscription Fees. The subscription-based Services are granted on a Named User basis, the rights of any Named User to access the Site and the Services cannot be shared or used by more than one individual. In addition, a Named User may not be transferred from one individual to another unless the original user is no longer permitted access to the Site and the Services.

3.2. The Service Provider grants to you the non-exclusive, non-transferable right to permit individuals authorized to you up to the number authorized by the Service Provider in your subscription (each a “Named User”) to access the Site and the Services solely to the extent necessary to avail of the Services for your own internal business purposes as permitted in this Agreement. As used in this Agreement, “you” shall include all Named Users authorized under your account. You are responsible for all Named Users and all other individuals that are directly or indirectly authorized by you to access the Site and the Services. Further, you are responsible for managing any changes to such Named uSERS.

3.3. You agree that the license is granted for your internal business purposes only. The Customer shall not make the Site or the Services available to, or use the Site or the Services for the benefit of, anyone other than the Customer. Customer will not sell, resell, license, sublicense, distribute, make available, rent, or lease the Site or any Service, or use the Site or the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party.

3.4. You will not remove notices and notations on or in the Site or the Services or Service Provider content that refer to copyrights, trademark rights, patent rights and other intellectual property rights. Unless expressly agreed otherwise in this Agreement, the Service Provider owns all right, title and interest in any and all patent rights, copyrights, trademark rights and other rights in the Site and the Services, as well as any improvements, design contributions or derivative works to the Site and the Services conceived or created by either party to this Agreement. Except for the limited rights expressly granted in this Agreement, this Agreement does not transfer from Service Provider any proprietary right or interest in the Site or the Services.

3.5. Other than the rights granted under Section 3.1 and 3.2, you will not be granted a separate license to any software products or content utilized by Service Provider for the provision of the Services. In particular, such software products or content will not be installed on any computer, server or other device of yours and you have no claim to being provided with such software products or content in physical form.

3.6. The technology and the software underlying the site and the Services are the property of the Service Provider and/or Service Provider’s affiliates, suppliers and partners. You will not directly or indirectly reverse engineer decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Site or the Service. You will not, and will ensure that the Named Users do not:

(a) circumvent the user authentication or security of the Site or the Services or any host, network, or account related thereto;

(b) use any application programming interface to access the Services other than those made available by Service Provider;

(d) make any use of the Services that violates any applicable Law.

3.7. You represent and warrant that you will use the Services only in compliance with both the Service Provider’s Privacy Policy (https://dropify.ph/privacy-policy/) and Terms and Conditions (https://dropify.ph/terms-conditions/) and with all applicable laws and regulations. The Customer hereby agrees to indemnify and hold harmless the Service Provider against any damages, losses, liabilities, settlements and expenses (including, without limitation, costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of the Site and the Services. Although the Service Provider has no obligation to monitor Customer’s use of the Site and the Services, the Service Provider may do so, and the Customer hereby authorizes the Service Provider to do so. The Service Provider may prohibit any use of the Site and the Services it believes may be (or is alleged to be) in violation of this Agreement, without notice and without liability to the Customer.

3.8. You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Site and the Services, including without limitation, hardware, software, networking, and the like. The Customer shall also be responsible for maintaining the security of Customer’s account, passwords and files and for all uses of Customer’s account with or without Customer’s knowledge or consent, and Customer hereby acknowledges and agrees that the Service Provider shall have no responsibility for such matters.

CLIENT is permitted to:
a. Change prices, provided prices are no lower than the item’s cost of goods,
b. Edit pictures of product in the product posting
c. Rebrand and alter brand name and image
d. Redesign content and change wording, provided the dimensions and details of the product remain the same

4. CONFIDENTIALITY AND INTELLECTUAL PROPERTY RIGHTS

4.1 Each Party (the “Receiving Party”) expressly agrees to (i) retain in confidence all information transmitted to such party that the other party (the “Disclosing Party”) has identified as being proprietary and/or confidential or which, by the nature of the circumstances surrounding the disclosure or the content of the disclosed information, ought in good faith to be treated as proprietary and/or confidential, and (ii) use such information and/or know-how solely for the purposes set forth in this Agreement. The receiving Party’s obligation hereunder shall survive termination of this Agreement. The Parties acknowledge that they may be exposed to confidential information of the other Party that is unrelated to the matters set forth in this Agreement, and that such information will be subject to the same protections from disclosure and misuse hereunder. Notwithstanding the foregoing, if a receiving Party is required to disclose any confidential information of the other party by any court, tribunal or other governmental or regulatory authority, the receiving Party may disclose such confidential information; provided that the receiving Party, to the extent legally permissible, provides reasonable prior notice to the disclosing Party of any such requirements and provides reasonable assistance to the disclosing Party in obtaining a protective order or similar protection for such information.

4.2 Confidential information subject to the obligations in the prior paragraph shall not include any information that: (a) is or becomes publicly available without the receiving party’s breach of any obligations owed the disclosing party; (b) was known to the receiving party prior to the disclosing party’s disclosure of such information to the receiving party; (c) became known to the receiving party from a source other than the disclosing party without breach of an obligation of confidentiality; or (d) is independently developed by the receiving party, as demonstrated by the receiving parties’ records.

4.3 You may provide or the Service Provider may solicit, your input regarding the Site and the Services, including, without limitation, comments or suggestions regarding the possible creation, modification, correction, improvement or enhancement of the Site and the Services or any other Service Provider site, service or product, or input as to whether you believe Service Provider's development direction is consistent with your own business and IT needs, the technology and e-commerce marketplace in general, and the like (collectively "Feedback"). You acknowledge and agree that any information disclosed by Service Provider during discussions related to Feedback will be considered Service Provider Confidential Information and will be protected from disclosure in accordance with the terms of this Agreement. In order for Service Provider to utilize such Feedback, you grant to Service Provider a nonexclusive, perpetual, irrevocable, worldwide, royalty free license, with the right to sublicense to Service Provider's licensees and customers, under all relevant proprietary rights, to use, publish, and disclose that Feedback in any manner. Service Provider chooses and to display, perform, copy, make, have made, use, sell, and otherwise dispose of Service Provider's and its sub-licensee's products or services embodying Feedback in any manner and via any media Service Provider chooses, without reference to the source. Service Provider will be entitled to use Feedback for any purpose without restriction or remuneration of any kind with respect to you and/or your representatives. You acknowledge that the information related to the Services disclosed to you under this Agreement, is only intended as possible strategies, developments, and functionalities of the Site and the Services and is not intended to bind the Service Provider to any particular course of business, product strategy, and/or development.

4.4 You acknowledge that the Service Provider or any of its affiliates is the right holder of using all rights, title and interest in and to the intellectual property rights to the Site and the Services, including, but not limited to, copyrights, trademarks, patent rights and trade secrets, in and to the Site and the Services, as well as goodwill in connection therewith, now existing or hereafter developed,) (“Intellectual Property Rights“) and that the Customer shall acquire no rights whatsoever in or to any of such Intellectual Property Rights. The Customer shall not take any action that may affect or impair the Service Provider’s or any of its affiliates’ rights, title and interest in or to such Intellectual Property Rights.

4.5 The Customer will not, without the Service Provider’s prior written permission, use any trade name, trademark, or other identification (or any abbreviation, contraction or simulation thereof) owned or used by the Service Provider in any advertising, publicity, or marketing.

4.6 The Customer shall own all right, title and interest in and to the Customer Data as well as any data that is derived from the Customer Data and provided to Customer as part of the Services.

4.7 Notwithstanding anything to the contrary, the Service Provider shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Site and the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and the Service Provider will be free (during and after the term hereof) to:

(a) use such information and data to improve and enhance the Site and the Services and for other development, diagnostic and corrective purposes in connection with the Site and the Services and other offerings of the Service Provider, and

(b) disclose such data solely in aggregate or other de-identified form in connection with its business.

5. PAYMENT OF FEES

5.1 For access to and use of the Site and the Services, you acknowledge and agree to pay the fees or other sums due to the Service Provider Services (the “Subscription Fees”) based on the catalog you have chosen (the “Subscription Package”) and for the term for which you have paid the applicable Subscription Fees (the “Subscription Term”). The Customer agrees that the payment obligations under the Subscription Package and the Subscription Term are non-cancellable, and any Subscription Fees paid are non-refundable. The Service Provider reserves the right to change at any time and its sole discretion the Subscription Fees and Subscription Packages upon written notice to the Customer. Any change shall apply immediately to all Services rendered after the date of such written notice. The Customer’s continued access to and use of the Site and the Services shall be deemed acceptance of such changes to the Subscription Fees and Subscription Packages.

5.2 You may choose to be billed on a either a monthly or annual basis. The Subscription Fees shall be billed every thirty (30) days from the previously issued billing date if the Subscription Package is on a monthly basis and every three hundred sixty five (365) days from the previously issued billing date if the on an annual basis. The Customer shall be responsible to provide complete and accurate billing and contact information to the Service Provider and to notify the Service Provider of any changes to such information. The Service Provider shall not be responsible for any errors in the billing and contact information not brough to its attention.

5.3 You agree to pay the Subscription Fees or other sums due to the Service Provider within seven (7) days from the billing date. If the last day for payment, as thus computed, falls on a Saturday, a Sunday, or a legal holiday, the payment shall be made until the next business day. Otherwise, the unpaid amount shall be subject to a two percent (2%) interest for every week of delay until fully paid. Failure to pay the Service Provider’s billings in accordance with this Agreement shall entitle the Service Provider to, without liability to the Customer and without limiting the Service Provider’s other rights and remedies available under the law, immediately suspend the Customer’s access to and use of the Site and the Services.

5.4 All fees are now inclusive of VAT, and other taxes or duties, if applicable, which shall be added to SUPPLIER’s billing at the applicable rate. The PROVIDER shall add 5% Expanded Withholding Tax, in addition to 1% of the Item Price Credit. The corresponding BIR Form 2307 should be issued by the CLIENT to the PROVIDER within twenty (20) days from the end of the quarter or upon the PROVIDER’s request.

6. TERM AND TERMINATION

6.1. This Agreement commences on the Effective Date and continues in full force and effect after the Effective Date until the Subscription Term has expired or have been terminated.

6.2. Unless otherwise specified by the Service Provider, access to and use of the Site and the Services shall be for an initial term of one (1) month or one (1) year depending on the Subscription Term selected by the Customer. The Subscription Term shall automatically renew for additional one month or one year periods, as the case may be, unless the Customer opts out of such term auto-renewal function no later than five (5) business days prior to the expiration of the Subscription Term.

6.3. The Service Provider may terminate this Agreement at any time upon thirty (30) days prior written notice to the Customer.

6.4. The Service Provider shall immediately terminate this Agreement, without prior notice:

(a) In the event of a material breach (including but not limited to any uncured payment default) by the Customer, if the Customer has failed to cure such breach or default within seven (7) days of written notice thereof;

(b) In the event that the Customer violates the Platform’s policies and terms of service;

(d) In the event that the Customer drops prices below the cost of goods;

(e) In the event that the Customer uses free shipping and vouchers below the cost of goods;

(f) In the event that the Customer’s rate of cancellation and failed shipping exceeds fifteen percent (15%);

(g) In the event that the Customer changes the ready-to-ship (“RTS”) status;

(h) In the event that the Customer changes bank details;

(i) In the event that the Service provider reasonably suspects that the Customer engaged in willful deception aimed at depriving someone of money;

(j) In the event that the Customer attempts to assign this Agreement, except under circumstances permitted hereunder;

(k) Upon the dissolution, insolvency or any adjudication in bankruptcy of, or any assignment for the benefit of creditors by, the other party or if the other party ceases to conduct business in the ordinary or normal course, provided such action or proceeding is not dismissed within sixty (60) days after the filing thereto;

(l) The Customer ceases or threatens to cease carrying on business;

(m) for any reason that the Customer is no longer able to perform its obligations under this Agreement;

(n) If required by law or by any rule, regulation, order, decree, judgment or other governmental act of any governmental authority; and

(o) If the Service Provider reasonably suspects that the Customer breached any of its obligations of confidentiality or protection of proprietary rights.

6.5. Termination of this Agreement is without prejudice to any accrued rights of either party as at the date of termination.

6.6. Following the effective date of termination or non-renewal:

(a) The Customer shall cease all use of the Site and the Services and delete all copies of the Platform connected to such Site and the Services; and

(b) The Customer shall remit to the Service Provider all unpaid amounts owed to the Service Provider

7. DATA PRIVACY

7.1 Whenever applicable in performing its obligations under the Agreement, each Party shall, at all times, comply with the provisions of Republic Act No. 10173 or the Data Privacy Act of 2012, its implementing rules and regulations.

7.2 Each Party, its officers, employees, agents, and representatives, shall, among others:

(a) Implement security measures for data protection, including policies for evaluation, monitoring, and review of operations and security risks.

(b) Implement reasonable and appropriate organizational, physical, and technical measures intended for the protection of personal information against any accidental or unlawful destruction, alteration, and disclosure, as well as against any other unlawful processing, or for such other purposes as may be required under the Data Privacy Act of 2012;

(c) Promptly inform the other Party if, in its opinion, any instructions of the other Party violate, or may be construed to violate, any provision of the Data Privacy Act of 2012, its implementing rules and regulations, or any other issuance of the National Privacy Commission;

(d) Assist the other Party in ensuring compliance with the Data Privacy Act of 2012; and

(e) At the election of the other Party, to delete, destroy, or return all personal data to the other Party after the termination or non-renewal of the Subscription Term, unless storage is authorized by the Data Privacy Act of 2012 or applicable law.

8. Conduct on the Site and other Restrictions

8.1 If the Service Provider requests registration information from you, you will provide the Service Provider with true, accurate, current, and complete information. You will promptly update your registration to keep it accurate, current, and complete. If the Service Provider issues you a password, you may not reveal it to anyone else. You may not use anyone else's password. You are responsible for maintaining the confidentiality of your accounts and passwords. You agree to immediately notify Service Provider of any unauthorized use of your passwords or accounts or any other breach of security. You also agree to properly log out of your accounts at the end of each session. Service Provider will not be responsible for any loss or damage that may result if you fail to comply with these requirements.

8.2 If Service Provider provides you with an administrator user ID and password for accessing the Service, you will assign them to your administrator. You will be responsible, through your administrator, for setting and modifying your and your users' profile and preferences for the Services, authorizing and terminating individual user ID's and passwords and specifying the access rights of those individuals to the Services. The administrator will notify Service Provider if the administrator needs to change the administrator's or any user's ID, and the administrator may do so only by contacting Service Provider at the email address for technical support specified by Service Provider from time to time.

8.3 You will be responsible for all activity occurring under your accounts and will comply with all applicable laws in connection with your use of the Site and the Services, including without limitation, laws and regulations governing data privacy.

8.4 If offered as part of the Services, you agree to use Service Provider's chat areas, groups, forums, communities and/or message or communication facilities (collectively, the "Forums") only to send and receive messages and material that are proper and related to that particular Forum.

8.5 If you choose a username that, in Service Provider's sole discretion, is obscene, indecent, deceptive, abusive or that might otherwise subject Service Provider to public disparagement or scorn, the Service Provider reserves the right, without prior notice to you, to automatically change your username, delete your posts from Service Provider's sites, deny you access to Service Provider's sites, or any combination of these options.

8.6 Unauthorized access to the Site is a breach of this Agreement and a violation of the law. You agree not to access the Site by any means other than through the interface that is provided by Service Provider for use in accessing the Site. You agree not to use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access, monitor, or copy any part of the Site, except those automated means that Service Provider has approved in advance in writing.

8.7 You may not access the Site and the Services for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

8.8 Use of the Site and the Services is subject to existing laws and legal process. Nothing contained in this Agreement will limit Service Provider's right to comply with governmental, court, and law-enforcement requests or requirements relating to your use of the Site and the Services, which may include disclosing your Content to the applicable authorities.

8.9 You acknowledge the minimum capabilities for a Web Browser and other specifications for the access to and use of the Site and the Services.

8.10 Service Provider is not responsible for the actions of any Named User set up by you to access Services under your account.

9. WARRANTY AND DISCLAIMER

8.11 The Service Provider shall use reasonable efforts consistent with prevailing industry standards to provide and maintain the Site and the Services in a manner which minimizes errors and interruptions in the Site and the Services and shall perform the Services in a professional and workmanlike manner. The Customer acknowledges that the Site and Services may be temporarily unavailable due to scheduled maintenance or for unscheduled emergency maintenance, either by the Service Provider or by third-party providers, or because of other causes beyond the Service Provider’s reasonable control. Where reasonably possible, the Service Provider shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.

8.12 The Service Provider does not warrant that the access to or use of the Site and the Services will be uninterrupted or error free; nor does the Service Provider make any warranty as to the results that may be obtained from use of the Site and the Services. The Site and the Services are provided “as is, as available” basis and the Service Provider and its affiliates, suppliers, and partners disclaim all warranties of any type, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose and noninfringement.

10. INDEMNIFICATION AND LIMITATION OF LIABILITY

10.1. You agree to defend, indemnify and hold the Service Provider or any of its affiliates and any of their officers, directors, agents and customers, harmless from and against any claims, lawsuits, investigations, penalties, damages, losses, or expenses (including but not limited to attorney’s fees and costs) arising out of or relating to any of the following:

(a) You use of the Site and the Services;

(b) Any use or alleged use of your accounts or your passwords by any person, whether or not authorized by you;

(d) Your willful or grossly negligent act or omission or any of your officers, employees or, agents in relation to the performance of your obligations under this Agreement;

10.2. Under no circumstances shall the Service Provider and its affiliates, suppliers, or partners be liable for any special, incidental, punitive, indirect, exemplary, or consequential damages in connection with or arising out of the site and the Services, even if advised of the possibility of such damages, including, but not limited to, loss of profits, loss of good will, loss of data or use, or any business interruption or disruption.

10.3. Neither the Service Provider nor any of its affiliates, suppliers, or partners will be responsible for any compensation, reimbursement, losses, costs or damages arising in connection with:

(a) The Customer’s inability to use the Site and the Services, including (i) as a result of any termination or suspension of this Agreement or Customer’s use of or access to the Site and the Services, (ii) the Service Provider’s discontinuation of any or all access to the Site and the Services, or (iii) any unanticipated or unscheduled downtime of all or a portion of the access to the Site and the Services for any reason whatsoever, including as a result of power outages, system failures or other interruptions;

(b) the cost of procurement of substitute goods or services;

(c) any investments, expenditures, or commitments by Customer to any third parties in connection with this agreement or Customer’s use of or access to the Site and the Services; or

(d) any unauthorized access to, alteration of, or the deletion, destruction, damage, loss, denial of access, or failure to maintain or store any of Customer’s content or other data.

10.4. With respect to any claim concerning performance or non-performance by the Service Provider pursuant to, or in any other way related to the subject matter of this Agreement, or any claim for breach or default by the Service Provider, the Customer’s exclusive remedy shall be the recovery of actual damages; provided that, the total liability of the Service Provider to the Customer for any loss (whether based on contract or tort, including negligence and strict liability) in connection with this Agreement shall not exceed the amount of Subscription Fees paid by the Customer to the Service Provider for the one (1) month period prior to the event giving rise to liability.

11. FORCE MAJEURE

10.1 If either Party is prevented or delayed in the performance of any of its obligations, under this Agreement, by Force Majeure and there is no concurrent fault or negligent on the part of such party who failed to perform, or was delayed in performing, its obligations under this Agreement, that party shall:

(a) immediately serve written notice to the other party specifying the nature and extent of circumstances giving rise to Force Majeure; and

(b) subject to service of such notice and sub-clause above, have no liability in respect of the performance of such of its obligations, as are prevented by the Force Majeure events during the continuation of such events, and for such time after they cease as is necessary for that party, using all reasonable endeavors, to recommence disrupted operations, in order for it to perform its obligations.

10.2 The Party claiming to be prevented or delayed in the performance of any of its obligations under this Agreement by reason of Force Majeure shall use all reasonable endeavors to bring the Force Majeure event to a close, or to find a solution by which the Agreement may be performed despite the continuance of the Force Majeure event.

12. MISCELLANOUS PROVISIONS

11.1 Notices. Any notice, report or statement required to be given or made hereunder shall be considered properly given if sent by email, or registered or certified mail, return receipt requested, postage-paid to the respective address of each Party as either of the Parties shall have last furnished in writing to the other.

11.2 Assignment. Notwithstanding any other provision to the contrary, neither this Agreement nor any rights, interests or obligations hereunder may be transferred or assigned to any third party by the Customer, whether by operation of applicable law or otherwise, without the prior written consent of the Service Provider, and any attempt to do so will be void.

11.3 Severability. If any provision or part of a provision of this Agreement shall be, or be found by any authority or court of competent jurisdiction to be, invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions or parts of such provisions of this Agreement, all of which shall remain in full force and effect.

11.4 Waiver. No waiver of any term or condition of this Agreement shall be effective or binding unless such waiver is in writing and is signed by the waiving party, nor shall this Agreement be changed, modified, discharged or terminated other than in accordance with its terms, in whole or in part, except by a writing signed by both parties. Waiver by the Service Provider of any term, provision or condition of this Agreement shall not be construed to be a waiver of any other term, provision or condition nor shall such waiver be deemed a subsequent waiver of the same term, provision or condition.

11.5 Amendments. The Service Provider may amend, supplement, and modify this Agreement at any time by providing prior written notice to you by posting a revised Agreement on the Platform or by otherwise notifying the Customer in accordance with Section 11.1. Amended, supplemented, or modified terms will become effective upon positing, or if Service Provider notifies the Customer by email, as stated in the email message. By continuing to access or use the Site and the Services after the effective date of any amendments, supplements, or modifications to this Agreement, the Customer agrees to be bound by the amended, supplemented, or modified terms. It is the Customer’s responsibility to check the referenced websites regularly for amendments, supplements, and modifications to this Agreement.

11.6 Governing Law. This Agreement and the rights of the Parties hereunder shall be governed by and interpreted in accordance with the Laws of Republic of the Philippines.

11.7 Good Faith. In discharging their respective duties and obligations hereunder, each of the Parties hereby undertake to each other that it shall apply the standards of good faith and commercial loyalty, taking into consideration that the main purpose of this Agreement is to ensure the utmost cooperation among the Parties and the success of the Customer. The Parties agree to perform all such acts and to execute and deliver such other documents or instruments as may be necessary in order to give effect to the intent underlying this Agreement.

11.8 Dispute Resolution and Venue of Action. If any dispute, controversy, claim or difference of any kind whatsoever shall arise between the Parties in connection with this Agreement, including the breach, termination or validity of this Agreement, or in connection with the determination of any matters which are subject to objective determination pursuant to this Agreement (each, a “Dispute”), the Parties shall attempt, for a period of thirty (30) business days after receipt from a Party by the other Party of a notice stating the existence of a Dispute, to settle such Dispute in the first instance by mutual discussions between the duly authorized representatives of the Parties. The duly authorized representatives of the Parties shall, prior to the commencement of the discussions, present a Secretary’s Certificate attesting to a resolution of the board of directors of such Party to the effect that such representative is authorized to represent the said Party and to settle the Dispute under such terms and conditions as the representative may deem fit.

If the Dispute cannot be resolved in the manner set out in the preceding paragraph, the Dispute shall be brought exclusively to the jurisdiction of the appropriate courts of Quezon City, Philippines.

11.9 Entire Agreement. This Agreement (together with any documents referred to herein or executed contemporaneously by the Parties in connection herewith) constitutes the whole agreement between the Parties and supersedes any previous agreements or arrangements, oral or written, between them relating to the subject matter of this Agreement; it is expressly declared that no variations of this Agreement shall be effective unless made in writing signed by the duly authorized representatives of the Parties.

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Signed by Dropify Philippines
Signed On: January 5, 2021

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December 18, 2020 1:43 PM PST

SOFTWARE AS A SERVICE SUBSCRIPTION AGREEMENT Uploaded by Dropify Philippines - info@dropify.ph IP 114.108.219.144

January 4, 2021 3:21 PM PST

Dropify Info - info@dropify.ph added by Dropify Philippines - info@dropify.ph as a CC'd Recipient Ip: 114.108.219.144

January 4, 2021 3:21 PM PST

Dropify Finance - finance@dropify.ph added by Dropify Philippines - info@dropify.ph as a CC'd Recipient Ip: 114.108.219.144

January 4, 2021 3:41 PM PST

Dropify Info - info@dropify.ph added by Dropify Philippines - info@dropify.ph as a CC'd Recipient Ip: 114.108.219.144

January 4, 2021 3:41 PM PST

Dropify Finance - finance@dropify.ph added by Dropify Philippines - info@dropify.ph as a CC'd Recipient Ip: 114.108.219.144