TERMS AND CONDITIONS GOVERNING THE SUBSCRIPTION AND USAGE OF THE SYSTEM –
A. DEFINITIONS –
1. SYSTEM refers to Txt4Me SMS Management System
2. SERVICE PROVIDER refers to PC4Me One Stop Computer Corp.
3. SUBCRIBER means any person, whether natural or juridical, who accomplishes and submits the subscription form and/or who pays the monthly
subscription fee and/or who has been given access to use the System (including such persons who has been duly authorized by the registered
B. SUBSCRIPTION/TERMS OF PAYMENT –
SUBSCRIBER shall pay the amount of the chosen package in US dollars or its equivalent in Philippine Currency based on the prevailing exchange rate at the time of monthly payment as Subscription Fee.
Upon payment of the Subscription Fee, SERVICE PROVIDER shall allow the SUBSCRIBER a limited, non-exclusive, non-transferable and non-assignable use of the System for a period of 1 year reckoned from time of initial payment.
Subscription is for a minimum period of twelve (12) months. SUBSCRIBER agrees to keep and maintain his/her/its subscription active for the whole duration of his/her/its contract period (hereinafter referred to as the “Holding Period”) starting from the date of signing of his/her/its subscription.
PRETERMINATION: Should SUBSCRIBER preterminate the subscription for any cause not amounting to or considered a violation of the Rules/Guidelines for Usage as provided for herein before the expiration of the Holding Period, SUBSCRIBER shall pay: (1) Server Fee computed as follows: PHP 800.00 x no. of months remaining before expiration of Holding Period and (2) PHP 2,500.00 as Pretermination Fee.
Subscription may be renewed by giving notice to the SERVICE PROVIDER in writing and payment of the the corresponding subscription fee.
C. THE SYSTEM –
1. DESCRIPTION –
The Txt4Me SMS Management System is an internet-based software which may address the communication requirements of a business or entity.
With the Txt4Me SMS Management System, the subscriber may enjoy the following benefits:
a. Direct Customer Engagement
b. Information Dissemination through text blast
c. Instant Messaging
d. Scheduled Messaging
2. NETWORK SERVICES –
The delivery of Short Messaging Service (SMS) messages is largely dependent on the effective functioning of network operators’ cellular networks,
network coverage, the SMS recipient’s mobile handset and connectivity of the handset via WIFI. The SERVICE PROVIDER cannot guarantee the
availability of the network service or delivery of SMS messages. SERVICE PROVIDER does not warrant access to the internet.
3. SERVICE LEVEL –
The SERVICE PROVIDER commits that the Service shall be available : 90.00% (“Service Availability”)
The Service Availability is computed as follows:
Service = (A x 24) – B
Availability ——————— X 100%
(A x 24)
A = No. of days in a month which for this purpose should not exceed 30 days
B = No. of hours when Service is Unavailable in a month (“Monthly Downtime”)
A Service is deemed UNAVAILABLE if it meets the following requisites and procedures:
a. The SUBSCRIBER cannot access the System for a continuous period of at least thirty (30) minutes (“Initial Downtime”).
b. The SUBSCRIBER reports (“Trouble Ticket”) the Initial Downtime in accordance with the Customer Care Service herein provided within one (1)
hour at the onset of the Initial Downtime.
c. The Initial Downtime lasts at least an hour. (“Downtime”)
d. The Trouble Ticket was not resolved within twenty four (24) hours from the time it was reported to the SERVICE PROVIDER.
e. The Initial Downtime and the Downtime is not due to Excluded Events.
The following service unavailability or faults are excluded in computing the Monthly Downtime:
a. Downtime due to SUBSCRIBER’s failure to properly provide the necessary equipment.
b. Failure of the SUBSCRIBER to allow SERVICE PROVIDER to access the System or any of its software, hardware or any equipment for purposes
of restoring the service.
c. Scheduled maintenance which the SERVICE PROVIDED has informed the SUBSCRIBER in advance.
d. Downtime due to power and/or internet interruption.
e. Any Fortuitous Event. For this purpose, the term “Fortuitous Event” shall include any act beyond the reasonable control of the
D. RULES & GUIDELINES FOR USE OF THE SYSTEM –
To ensure that the use of the System conforms with prevailing fair use policies under applicable laws and is not contrary to law, public policy and public morals, SUBSCRIBER’s use of the System shall be subject to the following rules and guidelines:
1. SUBSCRIBER agrees to use the System only for the purpose agreed upon under this Agreement. By using the System to publish, transmit or distribute
messages/content, SUBSCRIBER warrants that the content complies with the rules and guidelines set forth in this Agreement and hereby authorizes
the SERVICE PROVIDER to publish, transmit or distribute such messages/content as necessary for SERVICE PROVIDER to deliver the content in a timely
2. SUBSCRIBER shall be responsible for any use of the System by any person who gains access to the System or SUBSCRIBER’S account even if such
access and use was done with or without SUBSCRIBER’S knowledge or consent;
3. SUBSCRIBER must not use the System for any activity constituting cybercrime offenses;
4. SUBSCRIBER shall not access, post, produce, reproduce, or disseminate contents which violate the copyright or other intellectual property rights of other persons/entities. SUBSCRIBER assumes all risks regarding the determination of whether such infringing material is in the public domain;
5. SUBSCRIBER shall not access, post, reproduce or disseminate contents that defame, harass or abuse any person or violate any data protection or privacy law or regulation;
6. SUBSCRIBER shall not use the System to send spam, scam messages, and/or unsolicited texts or messages;
7. SUBSCRIBER shall not send numerous copies or the same or substantially similar messages, or send very large messages or files, to a recipient, with the intent to disrupt a server or account;
8. SUBSCRIBER shall not, without the SERVICE PROVIDER’s prior written consent, resell or transfer, rent, lease or lend the use of the System or any portion thereof to any party, whether temporary or permanent, for value, or allow any such other party to occupy, use, and/or gain access to the System. In the event of violation of this provision, SUBSCRIBER shall, in addition to payment of actual damages, pay an amount not lower than TEN THOUSAND PESOS (PHP10,000.00) as penalty for the unauthorized re-sale or transfer, rent, lease to or use by any party, whether or not for value;
9. SUBSCRIBER agrees not to reverse engineer, decompile, or disassemble the System.SERVICE PROVIDER is under no obligation to monitor transmissions using the System. However, it has the right to monitor such transmissions from time to time to ensure compliance with the rules/guidelines.SERVICE PROVIDER shall not be responsible for forwarding or storing messages sent to any account that has been suspended or cancelled. Such messages may be returned to sender, ignored, deleted, or stored temporarily at SERVICE PROVIDER’s sole discretion.
E. PENALTY –
In cases where the SUBSCRIBER, or someone with access to the System, uses the System in such a way that SERVICE PROVIDER reasonably believes violates the rules/guidelines set forth, SERVICE PROVIDER may take responsive actions it deems appropriate, at any time and without notice to SUBSCRIBER, which may include, but are not limited to: (1) Temporary or permanent removal of transmission capabilities; (2) Immediate disconnection and refusal to allow any and all current or future access to and use of the System; (3) Suspension or cancellation of SUBSCRIBER’s account; and (4) Other legal or technical actions that SERVICE PROVIDER deems appropriate. Upon cancellation of SUBSCRIBER’s account, SERVICE PROVIDER is authorized to delete any files, data, messages (SMS or email) associated with SUBSCRIBER’s account. Further, SUBSCRIBER shall indemnify SERVICE PROVIDER and/or any third party against loss, liability, damage or expense of whatever nature which the SERVICE PROVIDER and/or any third party may suffer which is caused by or attributable to, whether directly or indirectly, the use of the System to send or post any message or material.
F. SECURITY –
SUBSCRIBER shall be responsible for any misuse of the System and shall take reasonable steps or precautions to ensure that unauthorized persons do not gain access to the System. SUBSCRIBER shall be solely responsible for the security of any device it chooses to connect using the SERVICE PROVIDER’s System. It shall have full control and responsibility for ensuring the security and confidentiality of any software application, codes, passwords, IDs, and the like used with the System. SUBSCRIBER agrees and acknowledges that any and all transmissions made through SMS and data/content originating from its account shall be conclusively presumed to be the SUBSCRIBER’s transmissions and has been authorized by the SUBSCRIBER. SUBSCRIBER must immediately notify SERVICE PROVIDER of any unauthorized or attempted unauthorized use of the Service and any other breach of Security.
G. DATA COLLECTION & STORAGE –
The Personal Data provided by the SUBSCRIBER to the SERVICE PROVIDER is conclusively presumed as being shared in accordance with the SUBSCRIBER’s policy on Data Privacy. The SERVICE PROVIDER shall hold/store the Data during the subscription period and thirty (30) days after its expiration. The SERVICE PROVIDER shall delete any file, data, messages (SMS or email) associated with the SUBSCRIBER’S account after the lapse of 30 days from the expiration of the subscription period with or without notice to SUBSCRIBER.
The Personal Data provided by the SUBSCRIBER to the SERVICE PROVIDER shall be used: (1) to verify the SUBSCRIBER’s identity; and (2) to publish, transmit or distribute messages/content to effectively and efficiently meet the SUBSCRIBER’S daily business operational requirements. Subject to compliance with applicable laws and regulations and the SERVICE PROVIDER’s Policy on Data Privacy, on a need to know basis and always for a legitimate business purpose, the SERVICE PROVIDER may share the Personal Data provided by the SUBSCRIBER with the following: (1) Network providers, contractors, and other third parties engaged by the SERVICE PROVIDER to support its business, and who are bound by contractual obligations to keep the Personal Data provided and use it only for the purposes for which it is disclosed to them; (2) government and law enforcement agencies, courts in compliance with orders thereof and regulatory bodies; and (3) buyer or other successor of the SERVICE PROVIDER in the event of a merger, divestiture, restricting, reorganization, dissolution, or other sale or transfer of some or all of its assets. The SERVICE PROVIDER shall implement security measures to protect the Personal Data provided to it by the SUBSCRIBER.
I. CONFIDENTIALITY –
All information exchanged between the Parties (including affiliates of both Parties) relating to or arising from this AGREEMENT, during discussions preceding this AGREEMENT or to any matter related to the purpose or objective of this AGREEMENT, and any discussions and negotiations held between the Parties in connection herewith are confidential (“Confidential Information”), and are subject to the obligations of confidentiality written herein. Either Party shall not disclose such Confidential Information to any third party, except: (1) With the written consent of a duly authorized officer of the other Party; (2) If required to be disclosed by law or any governmental or regulatory authority. In such case, the Disclosing Party shall first give notice to the other Party and shall make reasonable effort to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued; (3) In connection with legal proceedings by order of a court or body of competent jurisdiction provided the all parties has been duly notified of such proceedings; and (4) If the information is or becomes generally and publicly available but not as a result of a breach by any of the parties of their obligations under this Agreement. Disclosure of Confidential Information to either Party’s respective employees, professional advisers and representatives (including affiliates) shall be permitted only to the extent necessary for performing the Party’s respective obligations under this AGREEMENT and for purposes of negotiating the terms and conditions leading to this AGREEMENT. The PARTIES hereby agree that they shall hold and keep in strictest confidence any and all confidential information. The obligations of confidentiality provided herein shall survive the termination of this AGREEMENT.
J. CONSENT TO PROCESSING AND/OR OF INFORMATION –
SUBSCRIBER hereby acknowledges and agrees that information relating to him/her/it (including personal data), transactions and business provided by him/her/it or made available to or in the possession of the SERVICE PROVIDER may be collected, obtained, used, stored, consolidated, processed, disclosed and shared by SERVICE PROVIDER to carry out, fulfill and complete the transactions authorized by the SUBSCRIBER in connection with SERVICE PROVIDER’s performance of the services contemplated under this Agreement.
K. INTELLECTUAL PROPERTY RIGHTS –
This Agreement does not limit any rights that the SERVICE PROVIDER may have under trade secret, copyright, patent or other laws.All existing intellectual property rights of SERVICE PROVIDER, including any development, adaptation, modification or derivative rights shall continue to belong to and remain with SERVICE PROVIDER. Except as expressly stated herein, this AGREEMENT does not grant the SUBSCRIBER any rights to, or in, copyrights, patents, trademarks (whether registered or unregistered), or any other rights or licenses in respect to the System. The preceding provisions shall survive the termination of the AGREEMENT. SUBSCRIBER hereby authorizes the SERVICE PROVIDER to use its name/trade name and logo for marketing purposes, such as but not limited to, inclusion of Subscriber’s name in its list of clients and published testimonials.
L. COMPLIANCE WITH EXISTING LAWS –
SUBSCIBER hereby warrants that his/her/its use of the System does not and will not violate any existing law, rule or regulation. By using the System, SUBSCRIBER agrees to render the SERVICE PROVIDER, its affiliates and their respective authorized representatives, agents and employees, free and harmless and indemnified, from any liabilities, damages, suits or causes of action whatsoever which may arise from any violation of said law, rule or regulation. Moreover, SERVICE PROVIDER, upon reasonable suspicion of fraud or any violation of law, rule or regulation, irregularity, or anomaly involving the use of the System, may automatically terminate the use thereof, with or without notice, and initiate immediate investigation.
SUBSCRIBER further represents and warrants that he/she/it had secured the necessary authorizations and consent of individuals whose personal information had been provided to SERVICE PROVIDER in compliance with applicable data privacy and confidentiality laws.
M. DISCLAIMER OF WARRANTIES –
SERVICE PROVIDER makes no warranties, representations, statements or guarantees (whether express, implied in law or residual) regarding the website, the information contained in the website, SUBSCRIBER’s information, or any material and information transmitted through the use of the Application. SERVICE PROVIDER does not warrant that the Application is secure or free from bugs, viruses, interruption, or errors. Neither does it make any warranty as to the results obtained from the use of the Application. SERVICE PROVIDER shall, however, implement reasonable measures to minimize the risks of bugs, viruses, interruptions, or errors infecting or affecting the SYSTEM. SERVICE PROVIDER disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.
N. LIMITATION OF LIABILITIES –
SERVICE PROVIDER shall not be responsible for and disclaims all liability for any loss, damage (whether direct, indirect or consequential), personal injury or expense of any nature whatsoever which may be suffered by the SUBSCRIBER or any third party, as a result of or which may be attributable directly or indirectly, to SUBSCRIBER’s access or use of the System, SUBSCRIBER’s personal information or material and information transmitted through the System. SERVICE PROVIDER shall not be responsible for and disclaims all liability for any loss, damage (whether direct, indirect or consequential), personal injury or expense of any nature whatsoever arising from any delays, inaccuracies, errors in, or omission of any information or the transmission thereof, or for any actions taken in reliance thereon or occasioned thereby or by reason of non-performance or interruption, or termination thereof. SERVICE PROVIDER’s liability in any claims or action shall not exceed the amount it received under this Agreement except for the masked ID service or text blast that was deemed valid. To the maximum permitted by law, SERVICE PROVIDER shall not be liable for any indirect, special, incidental, exemplary or consequential damages relating to loss of business, telecommunication failures, the loss, corruption or theft of data, viruses, spyware, loss of profits or investment, use of the software with hardware or other software that does not meet the SERVICE PROVIDER’s requirements or the like, whether based on contract, tort (including negligence), product liability or otherwise, even if SERVICE PROVIDER had been advised of the possibility of such damages, and even if a remedy is found to have failed of its essential purpose.
O. COMMUNICATION/NOTICES –
SERVICE PROVIDER may send any communication/correspondence through any or all of the following means: by mail or courier, by electronic mail, by facsimile transmission, by Short Messaging Service (SMS), by eCommerce or telemarketing platforms, by any of SERVICE PROVIDER’s electronic channels including (but not limited to) posting on SUBSCRIBER’s private URL, or by such other means of communication and/or channels which the SERVICE PROVIDER, at its option, considers appropriate and effective. Any communication/correspondence sent by the SERVICE PROVIDER shall be deemed to have been received by the SUBSCRIBER.
Unless otherwise provided herein, any and all notices and communications required or allowed to be given shall be in writing and sent to the SUBSCRIBER at the address indicated in his/her/its registration form. Notices shall be deemed received by the SUBSCRIBER on the date of receipt, if delivered personally, after five (5) days from posting, if sent by mail, or on the date of transmission, if by facsimile or electronic mail. SUBSCRIBER shall immediately notify the SERVICE PROVIDER of any change in his/her/its address, as well as any relevant information indicated in his/her/its registration form. Until receipt of such notice, SERVICE PROVIDER shall continue to use such information and data contained in said registration form.
P. NON-WAIVER OF RIGHTS –
No failure or delay on the part of the SERVICE PROVIDER in exercising any right or power hereunder shall operate as a waiver thereof nor shall any partial or single exercise of such rights or powers preclude any further exercise thereof or the exercise of any other rights or powers hereunder. No waiver by the SERVICE PROVIDER of any of its rights or powers herein shall be deemed to have been made unless expressed in writing and signed by its duly authorized representative(s). All remedies afforded to the SERVICE PROVIDER under this Agreement, by law or otherwise, shall be cumulative and not alternative.
Q. ASSIGNMENT OF RIGHTS –
All rights and interests of the SERVICE PROVIDER under this Agreement may be assigned or transferred by the SERVICE PROVIDER, as the case may be, without SUBSCRIBER’s consent.
R. AMENDMENTS OF THE TERMS AND CONDITIONS –
SERVICE PROVIDER reserves the right to amend, revise or modify the terms and conditions herein stated as it may deem necessary for the best interest of all parties, provided such amendment, revision or modification are not contrary to law. The amended terms and conditions shall be communicated to the SUBSCRIBER in such form and manner determined by the SERVICE PROVIDER. Should the SUBSCRIBER object or is not amenable to any such amendment, revision or modification, SUBSCRIBER agrees to terminate the use of the SYSTEM by sending written notice thereof within thirty (30) calendar days from notice of such amendment, revision or modification. Failure to notify the SERVICE PROVIDER within the prescribed period shall be construed as SUBSCRIBER’s acceptance and agreement to such amendments, revisions and modification.
S. GOVERNING LAW AND VENUE –
The terms and conditions of this AGREEMENT shall be governed by the laws of the Republic of the Philippines. Any action relating to this AGREEMENT shall be exclusively filed in the courts in the City of San Fernando, Province of La Union.
T. SEPARABILITY CLAUSE –
If any provision of this Agreement is deemed invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions shall continue to be in full force and effect.
U. ACCEPTANCE OF TERMS AND CONDITIONS –
By using the System, SUBSCRIBER is understood to have read and accepted the foregoing terms and conditions and other additional terms and conditions as the SERVICE PROVIDER may subsequently prescribe from time to time covering the subscription.
The SUBSCRIBER expressly agrees that the use of the System is at his/her/its own risk and shall assume all risks or delays to or arising out of the use of the System.
V. CUSTOMER SERVICE –
For any issues, concerns or clarifications, SERVICE PROVIDER may be contacted at the following numbers:
By mobile phone:
By phone / telefax: