AGORA DIGITAL TECHNOLOGIES

TERMS AND CONDITIONS

Last updated: June 19, 2019

This Terms and Conditions (the “T&C”) contains the terms and conditions on the use of the Company’s offering.

Read carefully. Please read and understand the terms and conditions set out below carefully before signing up.

OVERVIEW

The System is owned and operated by AGORA DIGITAL TECHNOLOGIES (the “Agora”, the “Company”, “We”, “Us”, or “Our”). This Agreement shall be a contract between Us and the users (the “User”, “You”, or “Your”).

This T&C contains the terms and conditions on which We supply content, products or services available on the MedHyve website (the “System”). The System is developed solely by the Company. The Systems is a listing site for Merchants' consumable products and prices, which may be viewed by Purchasers.

These T&Cs and any policies or operating rules posted by Us on this site or in respect to the Systems constitutes the entire agreement and understanding between You and Us and govern Your use of the System, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between You and Us (including, but not limited to, any prior versions of the T&Cs). This T&C includes the clauses of the agreement and all the rules that have been published or may be published in the future. All changes made to this T&C shall constitute an integral part of this T&C and shall be deemed equally effective under the law. Any ambiguities in the interpretation of these T&Cs shall not be construed against the drafting party.

In order to participate in certain services, the User may be required to agree to additional terms and conditions; those additional terms and conditions are hereby incorporated into this T&C. While using and accessing the System, You agree to be bound by this Agreement and all applicable, laws, rules, and regulations and You warrant to be fully and wholly bound by the Agreement in Your own free will and deed. We reserve the right, at Our sole discretion to make changes at any time with or without notice to You. If You do not agree to the relevant changes, You should discontinue using and accessing the System. Any change will automatically take effect immediately upon publication. Your continued use of the System following any such modification constitutes Your acceptance of the modified Agreement.

These T&Cs shall be governed by and construed in accordance with applicable laws of Philippines, and by Our by-laws, regulations, and practices which shall be made known to You by publication, email, or any other means of communication, and You agree to submit Yourself to the non-exclusive jurisdiction of courts in the Philippines. All applicable laws, circulars, rules and regulations, and guidelines of other regulatory bodies shall be deemed incorporated into these T&Cs. As such, the account, and the products and services availed from Us shall be governed by all applicable laws, circulars, rules and/or regulations issued by any regulatory bodies or agencies in the Philippines.

DEFINITIONS

“User” or “You”: refers to the user of the System. If a person without or with limited juridical capacity has registered as a User or has engaged in transactions that are beyond User’s rights or capacity to act, the agreement between You and Us shall be considered invalid, unless You are in estoppel. In this case, We shall have the right to delete the account, and You will be liable for the breach.

“User registration” refers to the process in which the user logs in to the System and fills up the personal information as required. The User is responsible for taxes, all hardware, software, and services related expenses incurred during transactions.

“Merchant” refers to Users in the System that register as merchants.

"Purchaser" refers to Users in the System that register as purchasers.

Acceptable Use Policy

Subject to the Users’ compliance with the T&Cs, Company grants Merchant a revocable, limited, non-exclusive, non-transferable, royalty-free license during the term of this Agreement, and only in the Philippines, to access and use the System, solely for the fulfillment of its obligations under this Agreement. All other rights not expressly granted by the Agreement to the Users are reserved by Company and its licensors. Nothing in this Agreement transfers any ownership over the System to the Users.

In using the System, the Users shall not:

1. modify, reverse engineer, translate, decompile, disassemble, license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the System in any way;
2. modify or make derivative works based on the System, or reverse engineer or access the underlying software for any reason;
3. use the System to build a competitive product or service, build a product using similar ideas, features, functions or graphics as the Services, copy any ideas, features, functions or graphics of the System, or launch an automated program or script which may make multiple server requests per second, or which unduly burdens or hinders the operation and/or performance of the System, or attempt to gain unauthorized access to the System or related systems or networks;
4. use any application or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure, presentation or content of the System;
5. post, distribute or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior consent of the owner of such proprietary rights, or remove any copyright, trademark or other proprietary rights notices contained in the System;
6. send or store any infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, or material for unlawful or fraudulent purposes;
7. send spam or other unsolicited messages, or otherwise cause nuisance, annoyance, inconvenience, or make fake or prohibited illegal transactions;
8. send material containing software viruses, worms, trojan horses or other harmful computer code, files, scripts, agents or programs;
9. interfere with or disrupt the integrity or performance of the System or the data contained therein; and
10. cause damage to Company’s reputation in any way.

REPRESENTATION AND WARRANTIES

By accessing Our System, You warrant that:

1. You understand and agree that you have all the appropriate approvals, and authorization necessary to enter into an agreement with the Company.
2. You affirm that all information, data, and documents which You provided or submitted to are complete, accurate, and true to the best of Your knowledge, and You shall immediately inform the Company, in writing, of any changes.
3. You also affirm that nothing in these T&Cs shall interfere with or will result in a breach of any other agreement binding upon You.
4. You understand and agree that Agora has no control over the consumable products that are sold or bought in this System.
5. Agora makes no representation or warranties regarding timelines for complete processing of transactions as these are dependent upon several factors outside the Company’s control.
6. Agora does not warrant the accuracy, adequacy, or completeness of any information and materials found in this System, and expressly disclaims liability for errors or omission of such information. We make no warranties or representations, express or implied, as to the timeliness, accuracy, quality, completeness or existence of the content and information posted on the System. We make no warranties or representations that Your use of content and information posted on the System will not infringe rights of third parties. Linked websites are not maintained nor sponsored by Agora, but merely placed for your convenience; such websites should only be accessed at your own risk.
7. No warranty is given that this System is free from any virus or other malicious, destructive, or corrupting code, or program. Agora also does not warrant uninterrupted access to any information on this System, or that it will be free from any errors. We make no warranties or representations, express or implied, for technical accessibility, fitness or flawlessness of the System.
8. You hereby willfully and unconditionally waive any and all conditions, warranties and other terms which might otherwise be imposed or implied law or the law of equity.

Confidentiality

“Confidential Information” means all non-public materials and information provided or made available by Company to Users, including products and services, information regarding technology, know-how, processes, software programs, research, development, financial information and information the Company provides regarding third parties. This definition, however, excludes information which:

1. is or becomes generally available to the public other than as a result of a disclosure by User in violation of this T&Cs;
2. becomes available to the User from a source other than the Company, provided that such source is not known by the User to be bound by any obligation of confidentiality to the Company with respect to such information;
3. was available to the User on a non-confidential basis prior to its disclosure by the Company;
4. is independently developed by User without access to Company's Confidential Information;
5. is disclosed in response to a valid order of a court or other governmental body or is otherwise required to be disclosed by law provided that prior written notification to the other party is reasonably given; or
6. is necessary to establish rights or enforce obligations under this T&Cs.

User shall, and shall ensure that it shall:

1. Keep confidential any Confidential Information received from the Company, and/or their representatives and not to directly or indirectly disclose, exhibit, translate, or otherwise share any part in any manner or any form of the same to any person or entity, except as otherwise provided in this T&Cs, or unless with the prior written approval of the Company. In case of doubt, information is automatically categorized and considered as confidential;
2. Ensure that any such Confidential Information is protected with security measures and handled with a degree of care that would otherwise apply to information considered by us to be confidential;
3. Use such Confidential Information only in accordance with this T&Cs, and not to exploit such Confidential Information commercially or in any way detrimental to the Company and/or their representatives;
4. Advise its representatives of the proprietary nature of the Confidential Information and of the obligations set forth in this T&Cs, require such representatives to be bound by written confidentiality restrictions no less stringent than those contained herein, and assume full liability for acts or omissions by its representatives that are inconsistent with its obligations under this T&C; and
5. Not copy, reproduce, distribute, transmit, reverse engineer, disassemble or decompile any Confidential Information unless with the prior written approval of the Company.

User expressly acknowledges and agrees that;

1. The Company’s remedy at law for any breach by recipient or its representative of this T&Cs will be inadequate and that the Company shall be entitled to specific performance and injunctive relief as remedies for any such breach. Should it be shown that User breached this T&Cs, the Company shall be entitled to liquidated damages in the amount of Five Hundred Thousand Pesos (PhP500,000.00). Such remedies shall not be deemed to be the exclusive remedies for User’s breach of this Agreement, but shall be in addition to all other remedies available at law or in equity; and
2. Nothing contained in this T&Cs shall be construed as granting or conferring any rights by license or otherwise in Confidential Information disclosed.

User’s Registration

You are required to register on the System in the Sign-Up Page if You want to use any of the services. By registering on this System, You warrant that You have the capacity to enter into valid contracts.

You have the right to log in or change Your account information anytime. You must ensure that You keep the combination of these details secure and do not provide this information to a third party.

You are obliged to provide true and valid personal information such as e-mail address, contact numbers, mailing address and postal codes as required upon signing up, At the same time, it is User’s responsibility to update such information in order to keep it current from time to time. However, any fake or invalid personal information applied will give Us the right to subject You to penalties, or to modify or permanently terminate Your access to any portion of the System.

The Company has the right, but not the obligation, to review User's registration information and transaction records. Users are obliged to rectify, change, or delete the questionable information identified by Us.

Listing process

All information must comply with regulations associated with the particular product to be posted, and all information is true.

The Merchant may only post information on their products as may be approved by the Company.

All information to be posted by the Merchants must comply with company listing processes as indicated in the Listing Page.

Sale

The Users understand and agree that Company is merely a technology provider that allows Merchants and Purchasers to participate in a system that provides solutions for their respective businesses. The Merchant’s sale and delivery of products to the Purchasers of the System creates a direct relationship and sale agreement between the Merchant and the Purchasers to which Company is not a party.

Company shall not be responsible or liable for the fault or negligence, or acts or omissions of the Users. The Users are solely responsible for any obligations or liabilities to other Users or third parties that arise from the User’s use of the System.

Company shall not, at any time, take title or be granted rights over the Products whether as owner, depositary, bailee, consignee or in any other capacity. The Merchant shall remain the sole owner of the Products until the same is transferred to the Purchasers. Hence, the Merchant bears the full responsibility for the quality of the Products and any issue raised by Purchasers will be addressed by the Merchant as the latter’s sole responsibility.

Delivery

Company may connect Merchant or Purchaser to a third party delivery service provider upon request, which may be sent through the Deliver Page. Users acknowledge and agree that Company will not be a party to such delivery agreement; the Company being a mere technological solutions provider.

Operational Guidelines

Purchaser must transmit payment upon completion of the Order Form. Among the details that must be provided by the Purchaser in the Order Form are the products to be bought and the authorized representative who may receive the products as well as their contact details.

Within twenty-four (24) hours from submission of the Order Form, the relevant Merchant will deliver the products to the Purchaser.

Upon receipt of the products, Purchaser shall examine and inspect the items for damage or deterioration. Should there be any damage or deterioration, Purchaser shall send a certificate of non-acceptance to the Merchant within twenty-four (24) hours from receipt, specifying such items that it will not accept and the reasons for the same. Should the products be accepted by Purchaser without the issuance of a certificate of non-acceptance, the items will be deemed satisfactory.

The foregoing is subject to specific guidelines provided under the Merchant’s Listing Page.

Fees

You understand and agree that the Company reserves the right to charge You with applicable fees for any service, product, account maintenance, and other chargeable fees, such as but not limited to, service fees, and the like. You further understand and agree to pay all the fees related with or incurred by Your use of Your account. The Company may at any time offset against any payment or other remuneration due or become due to the User, or anyone claiming through the User, any debt or debts due or to become due from the User to the Company.

Remittance

Company will invoice the Merchant for its services monthly on the 1st working day of each month. Company will attach to the invoice a monthly report showing the remittances, fees, collections and those amounts still to be collected. The Merchant shall review and approve the invoice within five (5) days from receipt; otherwise the invoice is deemed accurate, final and accepted.

Upon approval of the invoice, Company will transfer to the Merchant the earnings of the Merchant, consisting of payments already collected and/or received by Company from Purchasers less the Service Fee of Company (the “Net Earnings”). The Net Earnings shall be released on the last working day of the month.

Data Analytics

Definition of Terms

"User Data" means the data collected, processed or stored using the System concerning the characteristics and activities of Users. This includes, but is not limited to, data regarding what consumable products were being viewed, how many other consumable products were viewed, where Users are based, when the site was accessed and when such consumable products were viewed, etc.

"AT" means analytics tracking, which is installed on the System for the purpose of collecting User Data.

User acknowledges and agrees that the Company may collect and gather User data points for the following purposes, including, but not limited to:

1. Merchants
2. Comparative analytics;
3. Locational information; and
4. Popularity and feedback on the consumable products.
5. Purchasers
6. Recommendations of products and Merchants; and
7. Popularity and feedback on the consumable products.

Cancellation of Account and Termination of Agreement

Any action, that the Company considers inappropriate, shall give the Company the right to modify or terminate the access of the User, without prior notice or consent from the User. Further, the Company may stop providing the System or any part thereof at any time with or without notice. After the suspension or termination of the account, the Company is not obligated to retain any information in the account or related to it, or to forward any information that has not been read or sent to the User or a third party. In addition, User agrees that the Company does not bear any liability for terminating this Agreement to Users or any third party.

The Company has the right to modify, delete or take other restrictive measures regarding the User’s access to the System or account, without notifying users, for the following reasons:

1. User performs an act that violates this agreement;
2. User provides information that is fraudulent or false;
3. User provides scam or irrelevant information;
4. User engages in malicious activities that disrupt or attempt to disrupt normal transactions;
5. User performs an act or omission that violates, law, public interest, public morals, or acts that may cause serious damage to the legal interests of the Company and its users.

You may request the deletion of Your account at any time. Once the System evaluates and accepts the request, this account shall be terminated.

1. The Company still retains the following rights even after the deletion of Your account:
2. the right to process the User's registration information and previous transaction record;
3. the right to exercise its rights stipulated in this T&Cs; and
4. the right to pursue and defend legal claims.

Intellectual Property Rights

User grants the Company an exclusive, worldwide, unlimited, sublicensable, royalty-free license and right, over all user-submitted information, to use, copy, modify, rewrite, publish, translate, distribute, display, create derivative works from through any medium, whether alone or in combination with other content or materials, in any manner and by any means, method or technology, whether now known or hereafter created.

You acknowledge and agree that the materials on the System, including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like ("Materials") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to the Company, and are subject to copyright and other intellectual property rights under Philippines laws, foreign laws and international treaties and/or conventions.

The System may display certain trademarks belonging to third parties. Use of these trademarks may be subject to license granted to Us by third parties. You shall not reverse engineer, decompile, or disassemble such trademarks and nothing herein shall be construed to grant You any right in relation to such trademarks. Materials on the System are provided to You “as is” for Your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners.

We reserve all rights not expressly granted herein to the System and the Materials. You agree to not engage in the use, copying, or distribution of any of the Materials other than as expressly permitted herein, including any use, copying, or distribution of Materials of third parties obtained through the System for any commercial purposes. If You download or print a copy of the Materials for personal use, You must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of the System or features that prevent or restrict use or copying of any Materials or enforce limitations on use of the System or the Materials therein.

LIMITATION OF LIABILITY

In no event will the Company be liable to You, whether in contract, warranty, tort, or otherwise, for any indirect, incidental, consequential, special, exemplary, punitive, or similar damages, including, without limitation, damages for lost revenue, profit, or business arising out of or relating to the System.

The System is provided “AS IS” and with all faults, without warranty of any kind, including without limitation the warranties of merchantability, fitness for a particular purpose and non-infringement. Company makes no warranty that the System is free of defects or is suitable for any particular purpose. In no event shall the Company be responsible for loss or damages arising from the installation or use of the System, including but not limited to any indirect, punitive, special, incidental or consequential damages of any character including, without limitation, damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses.

In any case, the Company’s total liability (whether in contract, warranty, tort, or otherwise) arising out of or relating to this T&Cs shall not exceed the amounts already paid by You to the Company in the six (6) months preceding the filing of the complaint.

You may have access to services of third parties through our Systems (the “Third Party Systems”). In those cases, said Third Party Systems shall be subject to the terms, conditions, and limitations imposed by those third parties, which shall also be binding on You. We reserve the right to reject or refuse any Third Party System used by You in conjunction with our Systems.

When the Purchaser acquires consumable products from a Merchant, the Users understand and agree that (i) We are not a party to the contract between the Merchant and the Purchaser, or to the third party delivery service provider; (ii) We are under no obligation to monitor the Users; (iii) the Users will be responsible for all obligations under their contract with each other or the third par, including (without limitation) warranties or representations. The Company shall not be liable and/or responsible in respect of the title, quantity, quality or any other aspect related to the goods and/or services, and no warranty, or indemnity of any kind shall be given or deemed to be given by the Company in respect thereof.

Should a dispute arise due to the acts and omissions of the Merchant or Purchaser or third party service provider, the Merchant and Purchaser shall exert best efforts to resolve the dispute amicably. Should either of the parties demand that We intervene, the parties agree to resolve the issue according to the rules of the System. The breaching party will be liable for compensation. If You are aware of any actual or suspected breach of this Agreement please notify Us immediately. If the User has commenced an action with administrative bodies or courts, User has the right to request the relevant information as provided under the law. In the absence of willful misconduct or gross negligence on our part, We cannot be held liable for any damage or loss You may suffer due to Your use of the System. You acknowledge and agree that the Company is not responsible or obligated to mediate or interfere in any of the disputes between You and other Users of the System.

The Users agree to comply with applicable law and Company’s policies in the handling of complaints made by other Users.

Indemnification

You will indemnify, defend, and hold harmless the Company, its officers, directors, employees, and agents from and against any and all claims, judgments, costs, awards, expenses (including reasonable attorneys’ fees) and liabilities, and damages of any kind arising out of or related to: (i) Your breach or alleged breach of this T&Cs or any representation, warranty, and/or covenant made by You; and (ii) any breach or alleged breach of any applicable laws by You or any of Your representatives.

Miscellaneous

Electronic Communications. Applicable laws require that some of the information or communications We send to You should be in writing. When using the Systems, You agree to transact with Us electronically, and that communication with Us will be mainly electronic. We may contact You by e-mail or provide You with information by posting notices on the Systems. You agree to this electronic means of communication and You acknowledge that all contracts, notices, information and other communications that We provide to You electronically comply with any legal requirement that such communications be in writing.

Venue and Choice of Laws. To the extent that the parties are permitted under these T&Cs to initiate litigation in a court of law, both You and the Company agree that all claims and disputes arising out of or relating to the T&Cs or the use of the System will be litigated exclusively in Philippines, to the exclusion of all other courts. You and the Company consent to the personal jurisdiction of said courts. These T&Cs shall be exclusively governed and interpreted under the laws of Philippines without regard to its conflict of laws provisions.

No waiver. If We delay exercising or fail to exercise or enforce any right or interest available to Us under these T&Cs, such delay or failure does not constitute a waiver of that right or any other rights under these T&Cs.

Severability. If any of these T&Cs is declared or found to be unenforceable, illegal, void, or otherwise ineffectual, then that provision shall be deemed removed from these T&Cs and Conditions without affecting the validity, efficacy, and enforceability of all the other provisions.

Assignment. We reserve the right to transfer the operation of the System, as well as Our rights and obligations under these T&Cs to any party without notice.