Terms of Use – Kommercify

Last updated [July 12, 2023]

AGREEMENT TO TERMS

Welcome to www.kommercify.com and thank you for choosing our platform.

As a condition of your access to and use of the Sites or Services, you agree that you will comply with all applicable laws and regulations when accessing or using the Sites or Services.

Please read these terms and conditions carefully.

The following Terms of Use govern your use and access of the platform and the use of the Services. By accessing the Platform and/or using the Services, you agree to be bound by these Terms of Use. If you do not agree to these Terms of Use, do not access and/or use this platform or the Services.

These Terms of Use describe the terms and conditions applicable to your access and use of the websites, mobile sites, mobile applications and other portals owned, operated, branded or made available by Kommercify.com (defined below) from time to time which relate to (a) the Kommercify e-commerce platform including but not limited to the web and mobile-optimized versions of the websites identified by the uniform resource locator “www.__________.com” and the mobile applications of the Kommercify.com e-commerce platform (the “Kommercify Sites”); and (b) the Kommercify e-commerce platform including but not limited to the web and mobile-optimized versions of the websites identified by the uniform resource locators “www.Kommercify.com”, (“Kommercify Sites”), and the mobile applications of the Kommercify e-commerce platforms,(with Kommercify.com Sites and Kommercify Sites collectively the “Sites”).

These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Kommercify (“we,” “us” or “our”), concerning your access to and use of the www.kommercify.com website as well as the Sites.

Supplemental Terms of Use or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason.

We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change.

It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted.

The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country.

Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

The Site is intended for users who are at least 18 years old. If you are below 18 years old you must obtain consent from your parent(s) or legal guardian(s), their acceptance of these Terms of Use and their agreement to take responsibility for: (i) your actions; (ii) any charges associated with your use of any of the Services or purchase of Products; and (iii) your acceptance and compliance with these Terms of Use. If you do not have consent from your parent(s) or legal guardian(s), you must stop using/accessing this Platform and using the Services.

INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions, and international conventions.

The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.

USERS GENERALLY

- You agree that
  1. you will not copy, reproduce, download, re-publish, sell, distribute or resell any Services or any information, text, images, graphics, video clips, sound, directories, files, databases or listings, etc available on or through the Sites (the “Site Content”), and
  2. you will not copy, reproduce, download, compile or otherwise use any Site Content for the purposes of operating a business that competes with Kommercify.com, or otherwise commercially exploiting the Site Content. Systematic retrieval of Site Content from the Sites 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 Kommercify.com is prohibited. Use of any content or materials on the Sites for any purpose not expressly permitted in the Terms is prohibited.
- You must read the following documents which govern the protection and use of personal information about Users in the possession of Kommercify.com and our affiliates:
  1. for Users who access or use Sites relating to the Kommercify e-commerce platform, the Kommercify Privacy Policy, and
  2. for Users who access or use Sites relating to the Kommercify e-commerce platforms, the Kommercify Privacy Policy, (collectively, the “Privacy Policy”).
- Kommercify.com may allow Users to access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise), API or otherwise to such third parties’ web sites. You are cautioned to read such web sites’ terms and conditions and/or privacy policies before using the Sites. You acknowledge that Kommercify.com has no control over such third parties’ web sites, does not monitor such web sites, and shall not be responsible or liable to anyone for such web sites, or any content, products or services made available on or through such web sites.
- You agree not to undertake any action to undermine the integrity of the computer systems or networks of Kommercify.com and/or any other User nor to gain unauthorized access to such computer systems or networks.
- You agree not to undertake any action which may undermine the integrity of Kommercify.com’s feedback system, such as leaving positive feedback for yourself using secondary Member IDs or through third parties or by leaving unsubstantiated negative feedback for another User.
- By posting or displaying any logos, trademarks, service marks, brands, description/information in the product listings, and any other information, content or material on the Sites (any of such information, content or material, collectively referred to as “User Content”) or providing any User Content to Kommercify.com and/or its affiliates and their respective representative(s), and to the extent permitted under applicable laws, you grant an irrevocable, perpetual, worldwide, royalty-free, and sub-licensable (through multiple tiers) license to Kommercify.com and/or its affiliates and their respective representative(s) to display, transmit, distribute, reproduce, publish, duplicate, adapt, modify, edit, translate, create derivative works using the User Content, remove any part of it (including, without limitation, the watermark or mark the User Content bears), and otherwise use any or all of the User Content in any form, media, or technology now known or not currently known in any manner, on the Sites, Kommercify Channels and/or Third Party Channels and for any purpose which may be beneficial, whether directly or indirectly, to Kommercify.com, the operation of the Sites, the provision of any Services and Promotion Services and/or the business of the User. You confirm and warrant to Kommercify.com that you have all the rights, power and authority necessary to grant the above license and the User Content and use of such User Content (including derivative works) by Kommercify.com and/or its affiliates under such license is free from any infringement or violation of any Third Party Rights (as defined in clause 5.4 of the Terms). To the maximum extent permitted by law, you waive your right to enforce your Intellectual Property Rights in the User Content against Kommercify.com and/or its affiliates, assignees or sub-licensees in connection with use of such User Content in connection with the Services. Information that is protected under data protection laws will only be used and kept in compliance with those laws.

USER REPRESENTATIONS

By using the Site, you represent and warrant that:

- - all registration information you submit will be true, accurate, current, and complete;
  - you will maintain the accuracy of such information and promptly update such registration information as necessary;
  - you have the legal capacity and you agree to comply with these Terms of Use;
  - you are not under the age of 18;
  - if it is a business, it is duly organized, validly existing and in good standing under the Laws of the country in which the business is registered and that you are registering for the Service(s) within such country;
  - it has all requisite right, power, and authority to enter into this Agreement, perform its obligations, and grant the rights, licenses, and authorizations in this Agreement;
  - you will not access the Site through automated or non-human means, whether through a bot, script, or otherwise;
  - you will not use the Site for any illegal or unauthorized purpose;
  - your use of the Site will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).

USER REGISTRATION

- - You are required to register with the Site. You agree to keep your password confidential and will be responsible for all use of your account and password.
  - User must be registered on the Sites to access or use some Services (a registered User is also referred to as a “Member” below). Except with Kommercify.com’s approval, one User may only register one account on the Sites. Kommercify.com may cancel or terminate a User’s member account if Kommercify.com has reasons to suspect that the User has concurrently registered or is in control of two or more member accounts. Further, Kommercify.com may reject User’s application for registration for any reason.
  - Upon registration on the Sites, Kommercify.com shall assign an account and issue a member ID/username and password (the latter shall be chosen by a registered User during registration) to each registered User. An account may have a web-based email account with limited storage space for the Member to send or receive emails. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.
  - A set of Member ID/username and password is unique to a single account. Each Member shall be solely responsible for maintaining the confidentiality and security of your Member ID/username and password and for all use of and activities that occur under your account (whether such use or activities are authorized or not). No Member may share, assign, or permit the use of your Member account, ID, username or password by another person, even to other individuals within the Member’s own business entity (where applicable). Member agrees to notify Kommercify.com immediately if you become aware of any unauthorized use of your password or your account or any other breach of security of your account.
  - Member agrees that all use of the Sites and Services, and all activities that occur under your account (including without limitation, posting any company or product information, clicking to accept any Additional Agreements or rules, subscribing to or making any payment for any services, sending emails using the email account or sending SMS) will be deemed to have been authorized by the Member.
  - Member acknowledges that sharing of your account with other persons, or allowing multiple users outside of your business entity to use your account (collectively, “multiple use”), may cause irreparable harm to Kommercify.com or other Users of the Sites. Member shall indemnify Kommercify.com, our affiliates, directors, employees, agents and representatives against any loss or damages (including but not limited to loss of profits) suffered as a result of the multiple use of your account. Member also agrees that in case of the multiple use of your account or Member’s failure to maintain the security of your account, Kommercify.com shall not be liable for any loss or damages arising from such a breach and shall have the right to suspend or terminate Member’s account without liability to the Member.
  - Upon becoming a Member, you consent to the inclusion of the contact information about you in our database and authorize Kommercify.com and our affiliates to share the contact information with other Users or otherwise use your personal information in accordance with the Privacy Policy.

MEMBER REPRESENATIONS AND WARRANTIES

- - Member represents, warrants and agrees that (a) you have full power and authority to accept the Terms, to grant the license and authorization and to perform the obligations hereunder; (b) your access and use of the Sites and Services will be for business purposes only; and (c) for Members who are business entities, the address you provide when registering is the principal place of business of your business entity. For purposes of this provision, a branch or liaison office will not be considered a separate entity and your principal place of business will be deemed to be that of your head office.
  - Member represents, warrants and agrees that (a) you shall be solely responsible for obtaining all necessary third party licenses and permissions regarding any User Content that you submit, post or display; (b) any User Content that you submit, post or display does not infringe or violate any of the copyright, patent, trademark, trade name, trade secrets or any other personal or proprietary rights of any third party (“Third Party Rights”); and (c) you have the right and authority to sell, trade, distribute or export or offer to sell, trade, distribute or export the products or services described in the User Content and such sale, trade, distribution or export or offer does not violate any Third Party Right；and (d) neither the Member nor any of its related persons, have been banned or removed from any major e-commerce platforms, or otherwise implicated in selling counterfeit or pirated products online.
  - Member further represents, warrants and agrees that the User Content that you submit, post or display shall:
    - be true, accurate, complete and lawful;
    - not be false, misleading or deceptive;
    - not contain information that is defamatory, libelous, threatening or harassing, obscene, objectionable, offensive, sexually explicit or harmful to minors;
    - not contain information that is discriminatory or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
    - not violate the Product Listing Policy, other Terms or any applicable Additional Agreements
    - not violate any applicable laws and regulations (including without limitation those governing export control, consumer protection, unfair competition, price gouging or false advertising) or promote any activities which may violate any applicable laws and regulations;
    - not contain any link directly or indirectly to any other web Sites which includes any content that may violate the Terms.
  - Each Member further represents, warrants and agrees that you shall/are:
    - carry on your activities on the Sites in compliance with any applicable laws and regulations;
    - conduct your business transactions with other users of the Sites in good faith;
    - carry on your activities in accordance with the Terms and any applicable Additional Agreements;
    - not use the Services or Sites to defraud any person or entity (including without limitation sale of stolen items, use of stolen credit/debit cards);
    - not impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity;
    - not engage in spamming or phishing;
    - not engage in any other unlawful activities (including without limitation those which would constitute a criminal offence, give rise to civil liability, etc) or encourage or abet any unlawful activities;
    - not involve attempts to copy, reproduce, exploit or expropriate Kommercify.com’s various proprietary directories, databases and listings;
    - not involve any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information;
    - not involve any scheme to undermine the integrity of the data, systems or networks used by Kommercify.com and/or any user of the Sites or gain unauthorized access to such data, systems or networks;
    - your director(s), officer(s), controlling party/ies, affiliates and legal jurisdiction in which any of the foregoing persons or entities is organized or has operations are not, persons or entities that are subject to any economic or fraud sanctions of any governmental, international or regulatory entities; and
    - not engage in any activities that would otherwise create any liability for Kommercify.com or our affiliates.
  - Member may not use the Sites, Services or member account to engage in activities which are identical or similar to Kommercify.com’s e-commerce marketplace business.
  - Member agrees to provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for Kommercify.com’s provision of the Services, evaluating whether Member has breached the Terms and/or handling any complaint against the Member. If Member’s failure to do so results in delay in, or suspension or termination of, the provision of any Service, Kommercify.com shall not be obliged to extend the relevant service period nor be liable for any loss or damages arising out of or in connection with such delay, suspension or termination.
  - Member acknowledges and agrees that Kommercify.com reserves the right to, but shall not be required to actively monitor or exercise any editorial control whatsoever over the content of any message or material or information (including User Content) created, obtained or accessible through the Services or Sites. Kommercify.com does not endorse, verify or otherwise certify the contents of any comments or other material or information (including User Content) created, submitted, posted, displayed or otherwise made by any Member. Each Member is solely responsible for the contents of their communications and may be held legally liable or accountable for the content of their comments or other material or information
  - Member acknowledges and agrees that the Sites and Services may only be used by businesses and their representatives for business use and not for individual consumers or for personal use.
  - Member acknowledges and agrees that each Member is solely responsible for observing applicable laws and regulations in its respective jurisdictions to ensure that all access and use of the Site and Services are in compliance with the same.
  - Each Member represents, warrants and agrees that
    - you and your affiliates shall comply with applicable laws and regulations in conducting your respective business (including without limitation applicable laws and regulations with respect to product safety, intellectual property rights, data privacy, consumer protection, product or regulatory certification, import and export control, unfair competition, price gouging, false advertising, labor, environment, health and safety, anti-bribery and anti-money laundering); and
    - You and your affiliates are responsible for your products compliance with the laws and regulations of the country/region of destination, including with relevant labor laws and standards. If a product is not permitted in one or more markets, Sites reserve the right to remove the product listing from, OR STOP THE SALE OF ANY SUCH PRODUCT IN, those markets.
  - If, at any time, you fail to meet any of the above requirements, you should stop using the Services immediately. If Kommercify.com reasonably believes that any of your conduct violates or threatens to violate any applicable laws and regulations, Kommercify.com may, at its sole discretion, at any time take action as it may deem appropriate in light of the circumstances, including, but not limited to, terminating the provision of Services to you, closing relevant purchase orders, and terminating your accounts, while reserving all rights it may have regarding any non-compliant actions or conduct of its members.

PROHIBITED ACTIVITIES

You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the Site, you agree not to:

- - systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
  - make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
  - use a buying agent or purchasing agent to make purchases on the Site.
  - circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
  - engage in unauthorized framing of or linking to the Site.
  - trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords;
  - make improper use of our support services or submit false reports of abuse or misconduct.
  - engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
  - interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
  - attempt to impersonate another user or person or use the username of another user.
  - sell or otherwise transfer your profile.
  - use any information obtained from the Site in order to harass, abuse, or harm another person.
  - use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise.
  - decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
  - attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
  - harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.
  - delete the copyright or other proprietary rights notice from any Content.
  - copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
  - upload or transmit or attempt to upload or to transmit viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
  - upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
  - except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
  - disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
  - use the Site in a manner inconsistent with any applicable laws or regulations.
  - [other]

USER CONTENT

The Site may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, “User Content”).

User Content may be viewable by other users of the Site and through third-party websites. As such, any User Content you transmit may be treated as non-confidential and non-proprietary. When you create or make available any User Content, you thereby represent and warrant that:

- - the creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your User Content do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
  - you are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other users of the Site to use your User Content in any manner contemplated by the Site and these Terms of Use.
  - you have the written consent, release, and/or permission of each and every identifiable individual person in your User Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your User Content in any manner contemplated by the Site and these Terms of Use.
  - your User Content are not false, inaccurate, or misleading.
  - your User Content are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
  - your User Content are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
  - your User Content do not ridicule, mock, disparage, intimidate, or abuse anyone.
  - your User Content do not advocate the violent overthrow of any government or incite, encourage, or threaten physical harm against another.
  - your User Content do not violate any applicable law, regulation, or rule.
  - your User Content do not violate the privacy or publicity rights of any third party.
  - your User Content do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.
  - your User Content do not violate any federal or state law concerning child pornography, or otherwise intended to protect the health or well-being of minors;
  - your User Content do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
  - your User Content do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation.

Any use of the Site in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Site.

CONTRIBUTION LICENSE

By posting your User Content to any part of the Site or making User Content accessible to the Site by linking your account from the Site to any of your social networking accounts, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such User Content (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such User Content, and grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels.

This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your User Content, and you warrant that moral rights have not otherwise been asserted in your User Content.

We do not assert any ownership over your User Content. You retain full ownership of all of your User Content and any intellectual property rights or other proprietary rights associated with your User Content. We are not liable for any statements or representations in your User Content provided by you in any area on the Site.
You are solely responsible for your User Content to the Site and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your User Content.

We have the right, in our sole and absolute discretion,

- - to edit, redact, or otherwise change any User Content;
  - to re-categorize any User Content to place them in more appropriate locations on the Site; and
  - to pre-screen or delete any User Content at any time and for any reason, without notice. We have no obligation to monitor your User Content.

GUIDELINES FOR REVIEWS

We may provide you areas on the Site to leave reviews or ratings. When posting a review, you must comply with the following criteria:

- - you should have firsthand experience with the person/entity being reviewed;
  - your reviews should not contain offensive profanity, or abusive, racist, offensive, or hate language;
  - your reviews should not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability;
  - your reviews should not contain references to illegal activity;
  - you should not be affiliated with competitors if posting negative reviews;
  - you should not make any conclusions as to the legality of conduct;
  - you may not post any false or misleading statements;
  - you may not organize a campaign encouraging others to post reviews, whether positive or negative.

We may accept, reject, or remove reviews in our sole discretion. We have absolutely no obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate. Reviews are not endorsed by us, and do not necessarily represent our opinions or the views of any of our affiliates or partners.

We do not assume liability for any review or for any claims, liabilities, or losses resulting from any review. By posting a review, you hereby grant to us a perpetual, non-exclusive, worldwide, royalty-free, fully-paid, assignable, and sub licensable right and license to reproduce, modify, translate, transmit by any means, display, perform, and/or distribute all content relating to reviews.

MOBILE APPLICATION LICENSE

Use License

If you access the Site via a mobile application, then we grant you a revocable, non-exclusive, non-transferable, limited right to install and use the mobile application on wireless electronic devices owned or controlled by you, and to access and use the mobile application on such devices strictly in accordance with the Terms of Use of this mobile application license contained in these Terms of Use.

You shall not:

- - decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the application;
  - make any modification, adaptation, improvement, enhancement, translation, or derivative work from the application;
  - violate any applicable laws, rules, or regulations in connection with your access or use of the application;
  - remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) posted by us or the licensors of the application;
  - use the application for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended;
  - make the application available over a network or other environment permitting access or use by multiple devices or users at the same time;
  - use the application for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the application;
  - use the application to send automated queries to any website or to send any unsolicited commercial e-mail;
  - use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the application.

Apple and Android Devices

The following terms apply when you use a mobile application obtained from either the Apple Store or Google Play (each an “App Distributor”) to access the Site:

- - the license granted to you for our mobile application is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms of use;
  - we are responsible for providing any maintenance and support services with respect to the mobile application as specified in the Terms of Use of this mobile application license contained in these Terms of Use or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the mobile application;
  - in the event of any failure of the mobile application to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the mobile application, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the mobile application;
  - you must comply with applicable third-party terms of agreement when using the mobile application, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the mobile application;
  - you acknowledge and agree that the App Distributors are third-party beneficiaries of the Terms of Use in this mobile application license contained in these Terms of Use, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the Terms of Use in this mobile application license contained in these Terms of Use against you as a third-party beneficiary thereof.

SOCIAL MEDIA

As part of the functionality of the Site, you may link your account with online accounts you have with third-party service providers (each such account, a “Third-Party Account”) by either: (1) providing your Third-Party Account login information through the Site; or (2) allowing us to access your Third-Party Account, as is permitted under the applicable Terms of Use that govern your use of each Third-Party Account.

You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the Terms of Use that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account.

By granting us access to any Third-Party Accounts, you understand that (1) we may access, make available, and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the “Social Network Content”) so that it is available on and through the Site via your account, including without limitation any friend lists and (2) we may submit to and receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third-Party Account.

Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the Site.

Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third-Party Account is terminated by the third-party service provider, then Social Network Content may no longer be available on and through the Site. You will have the ability to disable the connection between your account on the Site and your Third-Party Accounts at any time.

PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS.

We make no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and we are not responsible for any Social Network Content.

You acknowledge and agree that we may access your email address book associated with a Third-Party Account and your contacts list stored on your mobile device or tablet computer solely for purposes of identifying and informing you of those contacts who have also registered to use the Site.

You can deactivate the connection between the Site and your Third-Party Account by contacting us using the contact information below or through your account settings (if applicable). We will attempt to delete any information stored on our servers that was obtained through such Third-Party Account, except the username and profile picture that become associated with your account.

SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site (“Submissions”) provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.

You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

THIRD-PARTY WEBSITES AND CONTENT

The Site may contain (or you may be sent via the Site) links to other websites (“Third-Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content”).

Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content.

Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms of Use no longer govern.

You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Site or relating to any applications you use or install from the Site. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party.

You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

ADVERTISERS

We allow advertisers to display their advertisements and other information in certain areas of the Site, such as sidebar advertisements or banner advertisements. If you are an advertiser, you shall take full responsibility for any advertisements you place on the Site and any services provided on the Site or products sold through those advertisements.

Further, as an advertiser, you warrant and represent that you possess all rights and authority to place advertisements on the Site, including, but not limited to, intellectual property rights, publicity rights, and contractual rights.

We simply provide the space to place such advertisements, and we have no other relationship with advertisers.

SITE MANAGEMENT

We reserve the right, but not the obligation, to:

monitor the Site for violations of these Terms of Use;
take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities;
in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your User Content or any portion thereof;
in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems;
otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.

PRIVACY POLICY

We care about data privacy and security. Please review our Privacy Policy posted on the Site. By using the Site, you agree to be bound by our Privacy Policy, which is incorporated into these Terms of Use. Please be advised the Site is hosted in the Republic of the Philippines.

If you access the Site from the United States, European Union, Asia, or any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the Republic of the Philippines, then through your continued use of the Site, you are transferring your data to the Republic of the Philippines, and you expressly consent to have your data transferred to and processed in the Republic of the Philippines.

Further, we do not knowingly accept, request, or solicit information from children or knowingly market to children. Therefore, if we receive actual knowledge that anyone under the age of 18 has provided personal information to us without the requisite and verifiable parental consent, we will delete that information from the Site as quickly as is reasonably practical.

COPYRIGHT ACT NOTICE AND POLICY

Notifications

We respect the intellectual property rights of others. If you believe that any material available on or through the Site infringes upon any copyright you own or control, please immediately notify our Designated Copyright Agent using the contact information provided below (a “Notification”).

A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Site infringes your copyright, you should consider first contacting an attorney.

All Notifications must include the following information:

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Site are covered by the Notification, a representative list of such works on the Site;
identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an email address at which the complaining party may be contacted;
a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed upon.

Counter Notification

If you believe your own copyrighted material has been removed from the Site as a result of a mistake or misidentification, you may submit a written counter notification to us using the contact information provided below (a “Counter Notification”).

Your Counter Notification must include substantially the following:

identification of the material that has been removed or disabled and the location at which the material appeared before it was removed or disabled;
a statement that you consent to the jurisdiction of the Republic of the Philippines;
a statement that you will accept service of process from the party that filed the Notification or the party’s agent;
your name, address, and telephone number;
a statement under penalty of perjury that you have a good faith belief that the material in question was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled;
your physical or electronic signature.

If you send us a valid, written Counter Notification meeting the requirements described above, we will restore your removed or disabled material, unless we first receive notice from the party filing the Notification informing us that such party has filed a court action to restrain you from engaging in infringing activity related to the material in question.

Please note that if you materially misrepresent that the disabled or removed content was removed by mistake or misidentification, you may be liable for damages, including costs and attorney’s fees. Filing a false Counter Notification constitutes perjury.

Designated Copyright Agent
[Name]
Attn: Copyright Agent
[Address]
[City, State Zip]
[email]

COPYRIGHT INFRINGEMENTS

We respect the intellectual property rights of others. If you believe that any material available on or through the Site infringes upon any copyright you own or control, please immediately notify us using the contact information provided below (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification.

Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Site infringes your copyright, you should consider first contacting an attorney.]

TERM AND TERMINATION

These Terms of Use shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR TERMINATE YOUR MEMBERSHIP OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party.

In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time.

We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site.

We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors.

We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site.

Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.

GOVERNING LAW

These Terms of Use and your use of the Site are governed by and construed in accordance with the laws of the Republic of the Philippines applicable to agreements made and to be entirely performed within Republic of the Philippines, without regard to its conflict of law principles.

DISPUTE RESOLUTION

Any legal action of whatever nature brought by either you or us (collectively, the “Parties” and individually, a “Party”) shall be commenced or prosecuted exclusively in the courts located in Metro Manila, Philippines, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in such state and federal courts.

CORRECTIONS

There may be information on the Site that contains typographical errors, inaccuracies, or omissions that may relate to the Site, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.

DISCLAIMER

THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of:

your User Content;
use of the Site;
breach of these Terms of Use;
any breach of your representations and warranties set forth in these Terms of Use;
your violation of the rights of a third party, including but not limited to intellectual property rights; or
any overt harmful act toward any other user of the Site with whom you connected via the Site.

Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

USER DATA

We will maintain certain data that you transmit to the Site for the purpose of managing the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site.
You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing.

YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE.

You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

TRANSACTIONS BETWEEN BUYERS AND SELLERS

Through the Sites, Kommercify.com provides electronic web-based platforms for exchanging information between buyers and sellers of products and services. Kommercify.com additionally provides electronic web-based transaction platforms for Members to place, accept, conclude, manage and fulfill orders for the provision of products and services online within the Sites subject to the terms of the Terms and Conditions of Sale. However, for any Services, Kommercify.com does not represent either the seller or the buyer in specific transactions. Kommercify.com does not control and is not liable or responsible for the quality, safety, lawfulness or availability of the products or services offered for sale on the Sites, the ability of the sellers to complete a sale or the ability of buyers to complete a purchase.
Buyers and sellers accessing or using the Sites or Services shall assume the risks of conducting any purchase and sale transactions in connection with or through the Sites or Services. Buyer and sellers accessing or using the Site or Services shall also fully assume all risks of liability or harm of any kind arising out of or in connection with any subsequent activity relating to the products or services that are the subject of the transactions on the Sites.
Buyers and sellers on the Sites are solely responsible for setting out and performance of the terms and conditions of the transactions conducted on, through or as a result of use of the Sites or Services, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage, subject to any additional obligations imposed under the Terms and Conditions of Sale.
User agrees to provide all information and materials as may be reasonably required by Kommercify.com in connection with your transactions conducted on, through or as a result of use of the Sites or Services. Kommercify.com has the right to suspend or terminate any User’s account if the User fails to provide the required information and materials without liability for any losses or damages arising out of or in connection with such suspension or termination.
In the event that any User has a dispute with any party to a transaction, such User agrees to release and indemnify Kommercify.com (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 dispute or the transaction.

TERMS AND CONDITIONS OF COMMERCIAL SERVICES

Commercial Services. Kommercify.com’s Commercial Services are designed to facilitate registered members of the Site to place, accept, conclude, manage and fulfill orders for the provision of products and services online within the Site (“Online Transactions”) Kommercify.com reserves the right to change, upgrade, modify, limit or suspend the Commercial Services or any of its related functionalities or applications at any time temporarily or permanently without prior notice without any liability for any losses or damages arising out of or in connection with such suspension or termination. Kommercify.com further reserves the right but shall not be obliged to introduce new features, functionalities or applications to the Commercial Services or to future versions of the Commercial Services. All new features, functionalities, applications, modifications, upgrades and alterations shall be governed by this Agreement, unless otherwise expressly stated by Kommercify.com.
Transactional Terms. Kommercify.com provides an online transaction platform and ancillary services on the Sites (such platform and services, the “Transaction Services”) which allow registered members of the Sites to conclude online transactions for products or services within the Sites subject to the terms of this Agreement. Kommercify.com may publish transaction rules, dispute rules and other rules and policies for any type of online transactions and any subsequent amendments or modifications (“Transactional Terms”) as may be made from time to time. Such Transactional Terms are expressly incorporated into this Agreement by reference and you agree to be bound by such rules and policies.
Members Only. Kommercify.com’s Commercial Services are only available to registered members of the Sites. If your membership to the Site expires or is terminated early for any reason, you are not eligible to use the Commercial Services. A Seller is required to provide a valid bank account subject to verification and confirmation by Kommercify.com and our affiliates.
Types of Transactions. Kommercify.com’s Commercial Services are available to those types of Online Transactions permitted by Kommercify.com only. For any type of Online Transactions, Kommercify.com may limit any or all of the Commercial Services to a specified group of members in accordance with the relevant Transactional Terms.
Lawful Items. The products or services of an Online Transaction using the Commercial Services must be lawful items and must not be otherwise prohibited or restricted by this clause.
You shall not use the Commercial Services in connection with any Online Transaction that:
- may infringe Kommercify.com’s or any third party’s legitimate or proprietary rights including but not limited to copyright, trademark right, patent or other intellectual property rights; or
- may be in breach of other terms of this Agreement.

You may not post or sell any item that is restricted or prohibited by a federal, state or local law in any country or jurisdiction.

Kommercify.com reserves the right to remove any post that in its sole discretion violates or in any way contravenes this clause.

Kommercify.com shall have the right to refuse or cancel any Online Transaction which it determines in its sole discretion to be in breach of this clause.

- Refuse or Cancel Transactions. Apart from the foregoing, Kommercify.com reserves the right, at our sole discretion, to refuse or cancel any Online Transaction for any reason without any liability for any losses or damages arising out of or in connection with such refusal or cancellation. Kommercify.com may also require additional verifications or information for any Online Transaction, and you agree to provide such verifications and information to Kommercify.com upon request.
- Disputes between Buyers and Sellers. You agree that any Dispute arising between you and the other party to an Online Transaction will be handled in accordance with this clause, and that Kommercify.com shall have the full right and power to make a determination for such Dispute or to delegate or sub-contract such power to another party. Upon receipt of a Dispute, Kommercify.com shall have the right to request either or both of Buyer and Seller to provide supporting documents. You agree that Kommercify.com shall have the absolute discretion to reject or receive any supporting document. You also acknowledge that Kommercify.com is not a judicial or arbitration institution and will make the determinations only as an ordinary non-professional person. Further, we do not warrant that the supporting documents that the parties to the Dispute submit will be true, complete or accurate. You agree not to hold Kommercify.com and our affiliates liable for any material which is untrue or misleading. You agree to release and indemnify Kommercify.com (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 dispute.

The following shall govern disputes:

- GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE REPUBLIC OF THE PHILIPPINES WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES, EXCEPT AS OTHERWISE STIPULATED UNDER APPLICABLE LAW.
- Amicable Negotiations. If any dispute or claim arises from or in connection with this Agreement, an Online Transaction or your access to or use of the Transaction Services (“Dispute”), the relevant parties shall resolve the Dispute through amicable negotiations.
- DISPUTE BETWEEN BUYER AND SELLER. IN CASE A DISPUTE ARISES BETWEEN BUYER AND SELLER, IF THE DISPUTE IS NOT RESOLVED THROUGH AMICABLE NEGOTIATION WITHIN THE PRESCRIBED TIME PERIOD ACCORDING TO THE RELEVANT TRANSACTIONAL TERMS, YOU AGREE TO SUBMIT THE DISPUTE TO KOMMERCIFY.COM FOR DETERMINATION. IF YOU ARE DISSATISFIED WITH KOMMERCIFY.COM’S DETERMINATION AND EXCEPT AS OTHERWISE STIPULATED UNDER APPLICABLE LAW, YOU MUST APPLY TO THE PHILIPPINE DISPUTE RESOLUTION CENTER, INC. (PDRCI) FOR ARBITRATION AND NOTIFY KOMMERCIFY.COM OF SUCH APPLICATION WITHIN 20 CALENDAR DAYS AFTER THE DATE OF RECEIPT OF KOMMERCIFY.COM’S DETERMINATION. IF EACH OF BUYER AND SELLER IN THE DISPUTE DOES NOT APPLY FOR ARBITRATION WITHIN THE ABOVE 20 CALENDAR DAYS, EACH OF THE BUYER AND THE SELLER SHALL BE DEEMED TO HAVE AGREED THAT KOMMERCIFY.COM’S DETERMINATION SHALL BE FINAL AND BINDING ON YOU. WITH A FINAL DETERMINATION, KOMMERCIFY.COM MAY DISPOSE OF THE FUNDS HELD BY KOMMERCIFY.COM ACCORDING TO SUCH DETERMINATION. FURTHER, EACH OF BUYER AND SELLER SHALL BE DEEMED TO HAVE WAIVED ANY CLAIM AGAINST KOMMERCIFY.COM AND OUR AFFILIATES AND AGENTS.
Powers of Kommercify.com. you expressly acknowledge and agree that Kommercify.com shall have the full power, authority and discretion to reject or cancel an Online Transaction without any liability for any losses or damages arising out of or in connection with such refusal or cancellation and to make a determination on any dispute between buyer and seller. You agree and accept that Kommercify.com shall have the right to modify or supplement the Transactional Terms at any time, except to the extent prohibited by applicable law. You further agree and accept that Kommercify.com shall have the right to make determinations wherever Kommercify.com considers appropriate having regard to the evidence received by us, commonly accepted principles and practices in the relevant industries and interests of both Buyer and Seller regardless whether the issue in question has been expressly addressed in the Transactional Terms or this Agreement, except to the extent prohibited by applicable law.
Kommercify.com’s Records. In case of any dispute in connection with any Online Transaction, the records of Kommercify.com shall take precedence and be conclusive, except to the extent prohibited by applicable law.
Transactions between Sellers and Buyers
- Seller and Buyer. For the purpose of this Agreement, the term “Seller” means the registered member who supplies the product(s) or service(s) under an Online Transaction, and the term “Buyer” means the registered member who purchases or acquires the product(s) or service(s) under an Online Transaction.
- Online Order. Seller and Buyer shall enter into an Online Transaction for products or services by completing, submitting and accepting an order online using the applicable standard order form on the Sites. Seller and Buyer yourselves shall be responsible for ensuring that you have agreed to, and specified, all the relevant terms and conditions for the products or services in the relevant online order form, including but not limited to the pricing, quantity, specifications, quality standards, inspection, shipping etc., save that, and except to the extent prohibited by applicable law:
  - for transactions concluded on www.Kommercify.com website, mobile site, applications or mobile-optimized applications, the Buyer shall be the importer on record for customs and taxation purposes, unless otherwise agreed upon between the Buyer and Seller,
  - for transactions concluded on Kommercify.com or the mobile applications relating thereto, all risks of damage and loss of products purchased by a Buyer under a transaction will be borne solely by the Buyer upon physical delivery to the specified address, and
  - Kommercify.com may refuse to process or cancel, without liability for any losses or damages arising out of or in connection with such refusal or cancellation, any Online Transaction which in Kommercify.com’s reasonable opinion, has insufficient information to constitute a binding contract.
Online Transactions Subject to This Agreement. An Online Transaction is additionally subject to the applicable terms and conditions set forth in this Agreement and the Transactional Terms. Seller and Buyer shall complete the Online Transaction according to the terms of the online order, the relevant Transactional Terms and this Agreement. Seller or Buyer may only cancel any Online Transaction in accordance with the relevant Transactional Terms.
Transaction between Seller and Buyer Only. Each Online Transaction is made by and between a Seller and a Buyer only. Despite that Kommercify.com makes available the Commercial Services and, if applicable, may conduct formality review(s) of an Online Transaction, Kommercify.com shall not be considered as a party to the Online Transaction. Kommercify.com does not represent the Seller nor the Buyer in any Online Transaction. Kommercify.com will not be responsible for the quality, safety, lawfulness or availability of the products or services offered under any Online Transaction; or the ability of either Seller or Buyer to complete any Online Transaction (except to the extent prohibited by applicable law). You agree that you will not hold Kommercify.com and our affiliates and agents liable for any losses, damages, claims, liabilities, costs or expenses arising from any Online Transactions, including any breach, partial performance or non-performance of the Online Transaction by the other party to the transaction.
Payment of Contract Price. For any Online Transaction, Buyer agrees to pay the full transaction price listed for Online Transaction to the Seller through the services of Kommercify.com unless another option is made available directly by Kommercify.com on the Sites. When using Kommercify.com to submit payment for an Kommercify.com Online Transaction, payments are processed through accounts owned by Kommercify.com. The funds are received for the Seller in accordance with the Commercial Services Agreement. Seller agrees that the Buyer’s full payment of the transaction price listed for the Online Transaction to Kommercify.com constitutes final payment to Seller and Buyer’s payment obligation for the Online Transaction is fully satisfied upon receipt of funds by Kommercify.com’s account.The payment in connection with the Online Transactions concluded will be facilitated by Kommercify.com. Kommercify.com shall not dispose of any such fund except in accordance with Kommercify.com’s terms as agreed by Seller and Buyer which are set out in the terms and conditions of this Agreement and the Kommercify.com Services Agreement. Seller has requested and agreed that the settlement of funds to Seller be delayed as provided in the Kommercify.com Services Agreement.By using the Kommercify.com Payment Services, you acknowledge and agree that Kommercify.com is not a bank and the Kommercify.com Payment Services should in no way be construed as the provision of banking services. Kommercify.com is not acting as a trustee, fiduciary or escrow with respect to User’s funds and it does not have control of, nor liability for, the products or services that are paid for with the Kommercify.com Payment Services. Kommercify.com does not guarantee the identity of any User or ensure that a Buyer or a Seller will complete a transaction on Sites. You further agree that neither Buyer nor Seller will receive interest or other profits in relation to the Kommercify.com Payment Services.In the case the Online Transaction adopts Kommercify.com Payment Services, the payment in connection with the Online Transactions concluded will be facilitated by Kommercify.com. Kommercify.com shall not dispose of any such fund except in accordance with Kommercify.com’s terms as agreed by Seller and Buyer which are set out in the terms and conditions of this Agreement and the Kommercify.com Payment Services Agreement. Seller has requested and agreed that the settlement of funds to Seller be delayed as provided in the Kommercify.com Payment Services Agreement.
Payment Methods. Please note that the payment methods available on the Sites may be provided by Kommercify.com’s partners. If there is any chargeback or reversal of any payment requested by a payment service partner, Seller agrees that Kommercify.com has the right to refund the money so requested by the payment service partner without liability to Seller. Kommercify.com will use reasonable efforts to assist you in participating in the dispute resolution process of the relevant payment service partners. However, if the participation in the dispute resolution process is subject to additional fees, this will be at your own cost only.
You agree that the buyers and sellers on Kommercify.com platform are responsible for arranging for the shipment of the products independently of the Kommercify.com platform. For all third party vendors, you acknowledge and agree that such third party vendors are engaged at your own discretion and cost and that you will not hold Kommercify.com and our affiliates and agents liable for any losses, damages, claims, liabilities, costs or expenses arising from the services of such third party vendors. You shall ensure that the third parties comply with the Terms of Use and Privacy Policy (as defined above).In addition, in case the buyer engages any services through Kommercify.com or that any such service is engaged in connection with a transaction on Kommercify.com for which the online payment settlement will be processed by Kommercify.com, the seller shall be deemed to have instructed Kommercify.com to transmit the relevant payment instruction from Kommercify.com’ system to Kommercify.com’s system, in order for Kommercify.com to apply the amount payable by the buyer to the third party vendor for the services so engaged from the amount paid by the buyer to the third party vendor’s account.
Your Agent. If you are required to conclude and complete an Online Transaction through an agent e.g. a Seller may be required to engage a qualified import and export agent as its export agent, such agent is merely an agent of you. If any obligations are required to be performed by the agent, you shall remain solely liable to the other party of the Online Transaction for the non-performance or default by your agent.

KOMMERCIFY.COM SERVICE FEES

Service Fees. Kommercify.com charges service fees for Online Transactions according to the fee schedules announced by Kommercify.com on the Sites. Kommercify.com reserves the right to charge any service fees for other types of Online Transactions upon prior notification published on the Sites. In a case where the Online Transaction adopts Kommercify.com Services, you hereby authorize Kommercify.com to deduct any service fees that are due and payable to Kommercify.com under an Online Transaction. Kommercify.com does not have any control over, and are not responsible or liable for, the products or services that are paid for with our service. We cannot ensure that a buyer or a seller you are dealing with will actually complete the transaction.
Third Party Fees Not Included. The service fees charged by Kommercify.com do not include any fees (including all taxes) for any service or product that you may acquire or purchase from third party vendors in connection with the Online Transaction. It shall be your responsibility to settle the fees with such third party vendors.
Taxes, Financial Charges Not Included. All fees charged by Kommercify.com are exclusive of any taxes (such as VAT), duties or other governmental levies or any financial charges. You agree to pay and be responsible for any such taxes, duties, levies or charges for the use of the Commercial Services in addition to our service fees. You further agree that you are responsible for paying any and all applicable taxes associated with the transactions on Kommercify.com (including, without limitation, any applicable VAT or sales tax) and agree to indemnify Kommercify.com for failing to pay any applicable taxes. In the event Kommercify.com is required by any applicable law to collect or withhold any taxes or duties, you agree to pay such taxes or duties to Kommercify.com. You will also be liable for any financial charges for remission of funds to you, and Kommercify.com shall have the right to pay such charges from such funds. Kommercify.com shall have the right to deduct any financial charges incurred as a result of providing the Commercial Services and the party receiving the funds will bear the costs of such bank charges.

MEMBER’S RESPONSIBILITIES

- Provision of Information and Assistance. You agree to give all notices, provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for the completion of the Online Transactions and Kommercify.com’s provision of the Commercial Services. If your failure to do so results in delay in the provision of any Transaction Service, cancellation of any Online Transaction, or disposal of any funds, Kommercify.com shall not be liable for any losses or damages arising from such default, delay, cancellation or disposal.
- Representations and Warranties. You represent and warrant that:
  - you will use the Commercial Services in good faith and in compliance with all applicable laws and regulations;
  - all information and material you provide in connection with the use of the Commercial Services is true, lawful and accurate, and is not false, misleading or deceptive;
  - you will not use the Commercial Services to defraud Kommercify.com, our affiliates, or other members or users of the Sites or engage in other unlawful activities (including without limitation dealing in products prohibited by law); and
  - in case that you are a Seller of products, you have the legitimate right and authorization to sell, distribute or export the products using the Commercial Services and such products do not infringe any third party’s rights; and
  - in case that you are a Seller of products, you have good title to the products ordered under the Online Transaction, and the products meet the agreed descriptions and requirements; and
  - in case that you are a Seller of services, you will provide the services ordered with reasonable care and skills.
Breaches. If you are, in Kommercify.com’s opinion, not acting in good faith, abusing the Commercial Services, or otherwise acting in breach of this Agreement, Kommercify.com shall have the right, except to the extent prohibited by applicable law, to cancel the relevant Online Transaction(s) at any time without any liability for any losses or damages arising out of or in connection with such cancellation. Except to the extent prohibited by applicable law, Kommercify.com also reserves the right to impose any penalty, or to temporarily or permanently suspend or terminate your use of the Commercial Services, temporarily or permanently suspend or terminate or procure the suspension or termination of your paid or free membership on the Sites. Kommercify.com also reserves the right to, except to the extent prohibited by applicable law, (i) temporarily suspend the transaction functionalities of your account with Kommercify.com for a prescribed period determined by Kommercify.com, or permanently terminate the use of your Kommercify.com account and/or (ii) authorize Kommercify.com to temporarily suspend the transaction functionalities of your Kommercify.com account for a prescribed period determined by Kommercify.com, or permanently terminate the use of your Kommercify.com account without any liability for any losses or damages arising out of or in connection with such suspension or termination. Kommercify.com may also publish the findings, penalties and other records regarding the breaches on the Sites.
Obligations to Pay Taxes. You shall be solely responsible for payment of any taxes (such as VAT), duties or other governmental levies or any charges or fees that may be imposed on any products or services purchased or supplied under or in connection with the Online Transactions, except to the extent that Kommercify.com calculates, collects or remits taxes in relation to the Online Transactions according to applicable law.
Feedback System. You shall not take any action which may undermine the integrity of Kommercify.com’s feedback system, such as providing positive feedback on oneself on the Sites using secondary Member IDs or through third parties or by providing unsubstantiated negative feedback on another member on the Sites.
Indemnification by Member. You agree to indemnify Kommercify.com and our affiliates, employees, directors, officers, agents and representatives and to hold them harmless, from any and all losses, damages, actions, claims and liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, from your use of the Commercial Services or from your breach of this Agreement, except to the extent prohibited by applicable law. Kommercify.com reserves the right, at our own discretion, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with Kommercify.com in asserting any available defenses.
Collection and Use of Information for Commercial Services. If you have applied for and/or used the Commercial Services of Kommercify.com, you acknowledge and agree that Kommercify.com shall have the right to use the information collected about you and your Online Transactions, including but not limited to your credit information, business information, personal information (such as applicant name and home address) and financial information (the “Collected Information”) to facilitate the administration, processing, and operation of your use of the services. In connection with your use of the Commercial Services, Kommercify.com may use the Collected Information in the manner set out in the Privacy Policy and/or personal information collection statement relevant to the Commercial Services that you have agreed to prior to or during your application for and use of the Commercial Services.

MISCELLANEOUS

These Terms of Use and any policies or operating rules posted by us on the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision.

These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control.

If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions.

There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Site. You agree that these Terms of Use will not be construed against us by virtue of having drafted them.

You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

CONTACT US

In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at:

[Corporate Name]

[Corporate Address]

[Corporate Phone Number]

[Corporate Fax Number]

[Email Address]