OTOP
Philippines Terms of Use Agreement
This Terms of Use Agreement (the
"Agreement") describes the terms and conditions applicable to
your use of the OTOP Philippines web site which is identified by the uniform
resource locator www.otopphilippines.org (the"Site"). This
Agreement is entered into between you as the user of the Site (the"
User") and Otopphilippines.org ("OTOP Philippines"). Application
and Acceptance of Terms and Conditions. 1.1 For purposes of
this Agreement, a "User" is any person who accesses the Site
for whatever purpose, regardless of whether said User has registered with
Otopphilippines.org as a registered User or whether said User is a paying customer
for a specific service provided by Otopphilippines.org. A User includes the
person using this Site and any legal entity which may be represented by such
person under actual or apparent authority. 1.2 By accessing or
using the Site, you hereby agree to accept the terms and conditions set forth
in this Agreement as a User. You shall be bound by the terms and conditions of
this Agreement with respect to your access or use of this Site and any further
upgrade, modification, addition or change to this Site. If you do not accept
all of the terms and conditions of this Agreement, please do not use this Site.
1.3 OTOP Philippines may amend this
Agreement at any time by posting the amended and restated Agreement on the
Site. The amended and restated Agreement shall be effective immediately upon
posting. This Agreement was last amended on May 12, 2009. Posting by OTOP
Philippines of the amended and restated Agreement and your continued use of the
Site shall be deemed to be acceptance of the amended terms. This Agreement may
not otherwise be modified, except in writing by an authorized officer of
Otopphilippines.org . Users
Generally 2.1 Users may use this
Site solely for their own personal or internal purposes. Each User agrees that
it shall not copy, reproduce or download any information, text, images, video
clips, directories, files, databases or listings available on or through the
Site (the " Otopphilippines.org Content") for the purpose of
re-selling or re-distributing theOtopphilippines.org content, mass mailing (via
emails, wireless text messages, physical mail or otherwise), operating a
business that competes with Otopphilippines.org, or otherwise commercially
exploiting the Otopphilippines.org content. Systematic retrieval of
Otopphilippines.orgcontent from this Site to create or compile, directly or
indirectly, a collection, compilation, database or directory (whether through
robots, spiders, automatic devices or manual processes) without written
permission from Otopphilippines.org is prohibited. In addition, use of the
content or materials for any purpose not expressly permitted in this Agreement
is prohibited. 2.2 Some of the
Otopphilippines.org Content displayed on this Site is provided or posted by
third parties ("Third Party Content"). Otopphilippines.org is not the
author of third-party content, whether contributed by anonymous users or paid
content providers. Neither OTOP Philippines nor any of our affiliates,
directors, officers or employees has entered into any sales agency relationship
with such third party by virtue of our display of the Third Party Content on
the Site. Any Third Party Content is the sole responsibility of the party who
provided the content. OTOP Philippines is not responsible for the accuracy,
propriety, lawfulness or truthfulness of any Third Party Content, and shall not
be liable to any User in connection with such User's reliance of such Third
Party Content. In addition OTOP Philippines is not responsible for the conduct
of any User's activities on the Site, and shall not be liable to any person in
connection with any damage suffered by any person as a result of such User's
conduct. 2.3 OTOP Philippines may allow Users
access to content, products or services offered by third parties through
hyperlinks (in the form of word link, banners, channels or otherwise) to such
Third Party's web site. You are cautioned to read such sites' terms and
conditions and/or privacy policies before using such sites in order to be aware
of the terms and conditions of your use of such sites. User acknowledges that
OTOP PHilippines has no control over such third party's web site, does not
monitor such sites, and OTOP Philippines shall not be responsible or liable to
anyone for such web site, or any content, products or services made available
on such a website. 2.4 Messages or
information sent by a User through communication systems provided by the Site,
or through emails, fax or letters to addressees obtained from the Site, shall
not contain any of the materials described in the provisions of Section 4.5
below. 2.5 OTOP Philippines reserves the
right to limit, deny or create different access to the Site and its features
with respect to different Users, or to change any of the features or introduce
new features without prior notice. Each User acknowledges that inability to use
the Site wholly or partially for whatever reason may have adverse effects on
its business. Each User hereby agrees that in no event shall OTOP Philippines
be liable to the User or any third parties for any inability to use the Site
(whether due to disruption, limited access, changes to or termination of any
features on the Site or otherwise), any delays, errors or omissions with
respect to any communications or transmission, or any damage (direct, indirect,
consequential or otherwise) arising from the use of or inability to use the
Site or any of its features. 2.6 No User shall
undertake any scheme to undermine the integrity of the computer systems or
networks used by OTOP Philippines and/or any other User and no User shall attempt
to gain unauthorized access to such computer systems or networks. 2.7 We urge that you read
Otopphilippines.org's Privacy Policy which governs the protection and use of
each User's information in OTOP Philippines' possession. Each User hereby accepts
the Privacy Policy and any updates and amendments thereto. Each User
acknowledges that OTOP Philippines may change the Privacy Policy from time to
time provided that OTOP Philippines shall make available the updated version of
the Privacy Policy on the Site at all times. Your continuation of use of the
Site shall be deemed to be your acceptance of the Privacy Policy which is then
displayed on the Site at the time of such use. 2.8 As a condition of
your access to and use of Otopphilippines.org, you agree that you will not use
the Otopphilippines.org service to infringe the intellectual property rights of
others in any way. Otopphilippines.org will in appropriate circumstances
terminate the accounts of members or users who are repeat infringes of the copyrights,
or other intellectual property rights, of others. In addition,
Otopphilippines.org reserves the right to terminate the account of a user upon
any single infringement of the rights of others in conjunction with use of the
Otopphilippines.org service, or ifOtopphilippines.org believes that user
conduct is harmful to the interests of Otopphilippines.org, its affiliates, or
other users, or for any other reason in Otopphilippines.org's sole discretion,
with or without cause. Registered
Users 3.1 Each User who has
filled out an on-line registration form on the Site by giving its information
(such as name, address, telephone and fax number, email address, details of its
business, etc.) is a registered user of Otopphilippines.org (a "Registered
User"). Otopphilippines.org will establish an account
("Account") for each Registered User and each Registered User will be
assigned a user alias ("User ID") and password ("Password")
for log-in access to its own Account. 3.2 Otopphilippines.org may assign a
web-based email account with limited storage space for the User to send or
receive email (the "Email Account"). The User shall be responsible
for all users and the content of all the messages communicated through the
Email Account, as well as the consequences of any such message. 3.3 If the Registered
User is a business entity, you represent that (a) you have the authority to
bind the entity to this Agreement; (b) the address you use when registering is
the principal place of business of such business entity; and (c) all other
information submitted to Otopphilippines.org during the registration process is
true, accurate, current and complete. For purposes of this provision, a branch
or representative office will not be considered a separate entity and its principal
place of business will be deemed to be that of its head office. 3.4 By becoming a
Registered User, you consent to the inclusion of your personal data in our
Global Buyer Database and authorize Otopphilippines.org to share such
information with other Users. 3.5 Otopphilippines.org may suspend
or terminate a Registered User's Account or Email Account at any time by giving
no less than 24-hour notice to the Registered User; provided, however, that
notice is not required for such termination if (a) in Otopphilippines.org's
determination, there is any breach of the provisions of this Agreement by the
Registered User; or (b) Otopphilippines.org has reasonable grounds to suspect
that such information provided by a Registered User is untrue, inaccurate or is
not current or complete, or (c) Otopphilippines.org believes that the
Registered User's actions may cause financial loss or legal liability to such
Registered User, Otopphilippines.org's other Users, or Otopphilippines.org or
its affiliates. 3.6 The Registered User
shall not use the Email Account for junk mail, chain letters or spamming or the
transmission of any unlawful, harassing, libelous, abusive, threatening,
harmful, vulgar, obscene or otherwise objectionable material of any kind or
nature. Further, the Registered User shall not use the Email Account to
publish, distribute, transmit or circulate any unsolicited advertising or
promotional information or any content that is obscene, indecent, seditious,
offensive, defamatory, threatening, or which incites or results in causing
racial hatred, discrimination, menace or breach of confidence. 3.7 A Registered User may
not sell, attempt to sell, offer to sell, give, assign or otherwise transfer an
Account, User ID or Password to a third party without the prior written consent
of Otopphilippines.org. Otopphilippines.org may suspend or terminate the
Account of a Registered User or the transferee of a Registered User in the
event of a sale, offer to sell, gift, assignment or transfer in violation of
this Section. 3.8 Notwithstanding
Section 3.1 above, Otopphilippines.org may refuse registration and deny the
issuance of an Account and/or Email Account and associated User ID and Password
to any User for whatever reason. Users
Who Post Information on OTOP Philippines 4.1 You must be a
Registered User in order to post information on the Site using the self-help
submit and edit tools provided through the Site. Your status as a Registered
User is governed by the provisions of Section 4 above. 4.2 No sales agency
relationship is created between any User and OTOP Philippines our affiliates,
directors, officers or employees by virtue of OTOP Philippines' display of any
of the User's information on the Site. 4.3 Each User hereby
represents warrants and agrees to (a) provide Otopphilippines.org with true,
accurate, current and complete information to be displayed on the Site and (b)
maintain and promptly amend all information to keep it true, accurate, current
and complete. Each User hereby grants an irrevocable, perpetual, worldwide and
royalty-free, sub licensable (through multiple tiers) license to OTOP
Philippines to display and use all information provided by such User in
accordance with the purposes set forth in this Agreement and to exercise the
copyright, publicity, and database rights you have in such material or
information, in any media now known or not currently known. 4.4 Each User hereby
represents, warrants and agrees that it has obtained all necessary third party
copyright, trademark trade secret or patent licenses and permissions, or such
other licenses or permissions as may be required in connection with any other
personal or proprietary rights of any third party (including but not limited to
rights of personality and rights of privacy), for any material or information
it posts on the Site or provides to OTOP Philippines or authorizes OTOP
Philippines to display. Third party copyrights, trademarks, trade secret
rights, patents and other personal or proprietary rights affecting or relating
to material or information displayed on the Site, including but not limited to
rights of personality and rights of privacy, or affecting or relating to
products that are offered or displayed on the Site, are hereafter referred to
as "Third Party Rights." Each User hereby represents, warrants and
agrees that it shall be solely responsible for ensuring that any material or
information it posts on the Site or provides to OTOP Philippines or authorizes
OTOP Philippines to display does not, and that the products represented thereby
do not, violate any Third Party Rights, or is posted with the permission of the
owner(s) of such rights. Each User hereby represents warrants and agrees that
it has the right to manufacture, offer, sell, import and distribute the products
it offers and displays on the Site, and that such manufacture, offer, sale,
importation and/or distribution of those products violates no Third Party
Rights. 4.5 Each User hereby
represents warrants and agrees that information submitted to Otopphilippines.org
for display on the Site shall not:
4.6 OTOP Philippines reserves
the right in its sole discretion to remove any material displayed on the Site
which it reasonably believes is unlawful, could subject OTOP Philippines to
liability, violates this Agreement or is otherwise found inappropriate in OTOP
Philippines's opinion. OTOP Philippines reserves the right to cooperate fully
with governmental authorities, private investigators and/or injured third
parties in the investigation of any suspected criminal or civil wrongdoing. Furthermore,
OTOP Philippines may disclose the User's identity and contact information, if
requested by a government or law enforcement body, an injured third party, or
as a result of a subpoena or other legal action, and OTOP Philippines shall not
be liable for damages or results thereof and User agrees not to bring any
action or claim against OTOP Philippines for such disclosure. In connection
with any of the foregoing, OTOP Philippines may suspend or terminate the
Account of any User as OTOP Philippines deems appropriate in its sole
discretion. User agrees that OTOP Philippines shall have no liability to User,
including no liability for consequential or any other damages, in the event OTOP
Philippines takes any of the actions mentioned in this Section, and that User
agrees to bear the risk that OTOP Philippines may take such actions. Transactions
between Buyers and Suppliers 5.1 Through the Site, OTOP
Philippines provides an electronic web-based platform for exchanging
information between buyers and suppliers of products and services. OTOP
Philippines does not represent the seller nor the buyer in specific
transactions and does not charge any commissions from completing any
transactions. As a result, OTOP Philippines does not control and is not liable
to or responsible for the quality, safety, lawfulness or availability of the
products or services offered for sale on the Site or the ability of the
suppliers to complete a sale or the ability of buyers to complete a purchase. 5.2 Users are hereby made
aware that there may be risks of dealing with people acting under false
pretenses. OTOP Philippines uses several techniques to verify the accuracy of
the information our users provide us when they register on the Site. However,
because user verification on the Internet is difficult, OTOP Philippines cannot
and does not confirm each User's purported identity. We encourage you to use
the various tools available on the Site, as well as common sense, to evaluate
with whom you are dealing. 5.3 Each User
acknowledges that it is fully assuming the risks of purchase and sale
transactions when using the Site to conduct transactions, and that it is fully
assuming the risks of liability or harm of any kind in connection with
subsequent activity of any kind relating to products or services that are the
subject of transactions using the Site. Such risks shall include, but are not
limited to, mis-representation of products and services, fraudulent schemes,
unsatisfactory quality, failure to meet specifications, defective or dangerous
products, unlawful products, delay or default in delivery or payment, cost
mis-calculations, breach of warranty, breach of contract and transportation
accidents. Such risks also include the risks that the manufacture, importation,
distribution, offer, display, purchase, sale and/or use of products or services
offered or displayed on the Site may violate or may be asserted to violate
Third Party Rights, and the risk that User may incur costs of defense or other
costs in connection with third parties' assertion of Third Party Rights, or in
connection with any claims by any party that they are entitled to defense or
indemnification in relation to assertions of rights, demands or claims by Third
Party Rights claimants. Such risks also include the risks that consumers, other
purchasers, end-users of products or others claiming to have suffered injuries
or harms relating to product originally obtained by Users of the Site as a
result of purchase and sale transactions in connection with using the Site may
suffer harms and/or assert claims arising from their use of such products. All
of the foregoing risks are hereafter referred to as "Transaction
Risks.". Each User agrees that OTOP Philippines shall not be liable or
responsible for any damages, liabilities, costs, harms, inconveniences, business
disruptions or expenditures of any kind that may arise a result of or in
connection with any Transaction Risks. 5.4 Users are solely
responsible for all of the terms and conditions of the transactions conducted
on, through or as a result of use of the Site, including, without limitation,
terms regarding payment, returns, warranties, shipping, insurance, fees, taxes,
title, licenses, fines, permits, handling, transportation and storage. 5.5 In the event that any
User has a dispute with any party to a transaction, such User agrees to release
and indemnify OTOP Philippines (and our agents, affiliates, directors, officers
and employees) from all claims, demands, actions, proceedings, costs, expenses
and damages (including without limitation any actual, special, incidental or
consequential damages) arising out of or in connection with such transaction. Limitation
of Liability 6.1 THE FEATURES AND
SERVICES ON THE Otopphilippines.org SITE ARE PROVIDED ON AN "AS IS"
AND "AS AVAILABLE" BASIS, AND OTOP PHILIPPINES HEREBY EXPRESSLY
DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED
TO ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY,
RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH WARRANTIES,
REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED. 6.2 OTOP PHILIPPINES
MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY,
CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF
ANY INFORMATION PROVIDED ON OR THROUGH THE SITE. OTOP PHILIPPINES DOES NOT
REPRESENT OR WARRANTY THAT THE MANUFACTURE, IMPORTATION, DISTRIBUTION, OFFER,
DISPLAY, PURCHASE, SALE AND/OR USE OF PRODUCTS OR SERVICES OFFERED OR DISPLAYED
ON THE SITE DOES NOT VIOLATE ANY THIRD PARTY RIGHTS; AND OTOP PHILIPPINES MAKES
NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING ANY PRODUCT OR SERVICE
OFFERED OR DISPLAYED ON THE REDPAGES.PH SITE. 6.3 Any material
downloaded or otherwise obtained through the Site is done at each User's sole
discretion and risk and each User is solely responsible for any damage to its
computer system or loss of data that may result from the download of any such
material. No advice or information, whether oral or written, obtained by any
User from Otopphilippines.org or through or from the Site shall create any
warranty not expressly stated herein. 6.4 Under no
circumstances shall OTOP Philippines be held liable for an delay or failure or
disruption of the content or services delivered through the Site resulting
directly or indirectly from acts of nature, forces or causes beyond its
reasonable control, including without limitation, Internet failures, computer,
telecommunications or any other equipment failures, electrical power failures,
strikes, labor disputes, riots, insurrections, civil disturbances, shortages of
labor or materials, fires, flood, storms, explosions, Acts of God, war,
governmental actions, orders of domestic or foreign courts or tribunals or
non-performance of third parties. 6.5 Each User hereby
agrees to indemnify and save OTOP Philippines, its affiliates, directors,
officers and employees harmless, from any and all losses, claims, liabilities
(including legal costs on a full indemnity basis) which may arise from such
User's use of the Site (including but not limited to the display of such User's
information on the Site) or from its breach of any of the terms and conditions
of this Agreement. Each User hereby further agrees to indemnify and save OTOP
Philippines, its affiliates, directors, officers and employees harmless, from
any and all losses, claims, liabilities (including legal costs on a full
indemnity basis) which may arise from User's breach of any representations and
warranties made by User to OTOP Philippines, including but not limited to those
set forth in Sections 5.3, 5.4 and 5.5 above. Each User hereby further agrees
to indemnify and save OTOP Philippines, its affiliates, directors, officers and
employees harmless, from any and all losses, claims, liabilities (including
legal costs on a full indemnity basis) which may arise, directly or indirectly,
as a result of any claims asserted by Third Party Rights claimants or other
third parties relating to products offered or displayed on the Site. Each User
hereby further agrees that OTOP Philippines is not responsible and shall have
no liability to it, for any material posted by others, including defamatory,
offensive or illicit material and that the risk of damages from such material
rests entirely with each User. OTOP Philippines reserves the right, at its own
expense, to assume the exclusive defense and control of any matter otherwise
subject to indemnification by you, in which event you shall cooperate with OTOP
Philippines in asserting any available defenses. 6.6 OTOP Philippines
shall not be liable for any special, direct, indirect, punitive, incidental or
consequential damages or any damages whatsoever (including but not limited to
damages for loss of profits or savings, business interruption, loss of information),
whether in contract, negligence, tort, strict liability or otherwise or any
other damages resulting from any of the following:
Intellectual
Property Rights 7.1 OTOP
Philippines is the sole owner or lawful licensee of all the rights to the Site
and the Otopphilippines.org Content. The Site andOtopphilippines.org Content
embody trade secrets and intellectual property rights protected under worldwide
copyright and other laws. All title, ownership and intellectual property rights
in the Site and Otopphilippines.org Content shall remain with OTOP Philippines,
its affiliates or licensors of the Otopphilippines.org Content, as the case may
be. All rights not otherwise claimed under this Agreement or by OTOP
Philippines are hereby reserved. 7.2 "Otopphilippines.org",
"Otopphilippines.org", "SMS Manager" and related icons and
logos are registered trademarks or trademarks or service marks of OTOP
Philippines in various jurisdictions and are protected under applicable
copyright, trademark and other proprietary rights laws. The unauthorized
copying, modification, use or publication of these marks is strictly
prohibited. Notices 8.1 All notices or
demands to or upon OTOP Philippines shall be effective if in writing and shall
be duly made when sent to OTOP Philippines in the following manner: to OTOP
Philippines Publishing Company., with a copy to the OTOP Philippines Legal
Department. 8.2 All notices or
demands to or upon a User shall be effective if either delivered personally,
sent by courier, certified mail, by facsimile or email to the last-known
correspondence, fax or email address provided by the User to OTOP Philippines,
or by posting such notice or demand on an area of the Site that is publicly
accessible without a charge. Notice to a User shall be deemed to be received by
such User if and when
General 9.1 Subject to any
additional agreements relating to Premium Service, this Agreement and the
Privacy Policy constitute the entire agreement between the User and OTOP
Philippines with respect to access to and use of the Site, superseding any
prior written or oral agreements in relation to the same subject matter herein. 9.2 OTOP Philippines and
the User are independent contractors, and no agency, partnership, joint venture,
employee-employer or franchiser-franchisee relationship is intended or created
by this Agreement. 9.3 If any provision
herein is held to be invalid or unenforceable, such provision shall be struck
and the remaining provisions shall be enforced. 9.4 Headings are for
reference purposes only and in no way define, limit, construe or describe the
scope or extent of such section.  | ||||||||||||||
|
