Terms & Conditions

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SUBSCRIPTION AGREEMENT

The use by Merchant (“you”, “your”) of the RUSH Loyalty Suite (the “Solution”) shall be governed by the Subscription Agreement between you and Globe Telecom, Inc. (“our”, “us”, “we”) under the following account details:

Capitalized terms have the definitions set forth herein.

IF YOU REGISTERED FOR A FREE TRIAL AND/OR OTHER PROMOTIONAL OFFERS OF RUSH SERVICES, THE APPLICABLE PROVISIONS OF THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL AND/OR OTHER PROMOTIONAL OFFER.

BY ACCEPTING THIS AGREEMENT, BY (1) CLICKING A BOX INDICATING ACCEPTANCE OR ANY OTHER FORM OF ACCEPTANCE INCLUDING BUT NOT LIMITED TO SIGNATURE, STAMP, ETC., OR USING FREE TRAIL AND/OR OTHER PROMOTIONAL OFFER, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICE.

You also understand and agree that your Solution package includes the following features. Should you opt to add additional features, Globe may charge you additional fees.

Terms & Conditions for the Use of the RUSH Loyalty Suite

These Terms & Conditions were last updated on February 6, 2020. It is effective between You and Us as of the date of You accepting this Agreement. We reserve the right to revise and modify this Agreement as the Solution or Services may reasonably require according to Our sole discretion. Said revisions or modifications shall be posted in the RUSH website (rush.ph) and, once published therein, shall become binding on You. It shall be your obligation to be informed thereof by accessing, from time to time, such website where the latest version of this Agreement may be found. Your continued use of the Solution or the Services shall be deemed an acceptance of any revision or modification of this Agreement.

Table of Contents

  • Definitions

  • Our Responsibilities

  • Use of the Services

  • Proprietary Rights and Licenses

  • Confidentiality

  • Representations, Warranties, Exclusive Remedies and Disclaimers

  • Indemnification and Liability

  • Term and Termination

  • Fees and Payment

  • Who You Are Contracting with, Notices, Governing Law and Jurisdiction

  • Miscellaneous Provisions

  • • Definitions

    TermDefinition

    Affiliate - Any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

    Agreement - This Agreement for the provision of the Solution and/or the Services to the Merchant and its End-User(s).

    Ancillary FeesAmounts due to Globe for availing of any optional add-ons, such as, but not limited to, SMS.

    Authorized Company RepresentativeThe duly recognized representative of the Merchant who is authorized to transact with Globe on behalf of the Merchant.

    ComponentRefers to any or all of the following channels for accessing the various features of the Loyalty Program: (1) Merchant Dashboard, or (2) Customer Web Portal.

    Level 2 and Level L3 SupportL2 Support - team comprising of the business and technical operations team who will receive and assess merchant concerns; they may also resolve minor concerns and transfer major concerns to L3 Support. L3 Support - team comprising of the technical development team who will resolve minor and major concerns transferred from L2 Support.

    Confidential InformationShall include, but not be limited to, products or planned products, processes and/or procedures, technological achievements and interests, customers and potential customers, business prospects, financial statements and information, financial situation and corporate plans, internal activities, future plans of both parties, and other information deemed proprietary or confidential by the Disclosing Party or any other matter in which the Disclosing Party may have any interest whatsoever.

    Content Management System (CMS)The tool within the Merchant Dashboard which enables Merchant to blast SMS or Mobile App Notifications, among others.

    CustomerRefers to Merchant’s customer who purchases and/or avails of Merchant’s goods and/or services.

    Customer DatabaseThe repository for all information extracted from Merchant and End-Users via the Loyalty Program using the Solution.

    Customer RegistrationThe action by Member that entails the registration for use of the Customer Web Portal.

    DataAny Merchant, Customer, Member, or End-User information that will be collected through or by the Solution.

    Data AnalyticsThe feature of the Solution which converts raw data into useful charts and output for better analysis of Merchant.

    EmployeeMerchant’s employee authorized by Merchant to use the Solution for Merchant’s Loyalty Program.

    End-user/sEither a Member or Employee that uses the Solution in relation to the Loyalty Program and who has a unique account accessible via his/her own username and password.

    Loyalty ProgramThe loyalty program defined by the Merchant in the Program Mechanics using the Solution.

    MemberMerchant’s Customer that is enrolled in Merchant’s Loyalty Program and using the Solution.

    MerchantThe company or other legal entity availing of the loyalty Solution.

    Merchant AccountThe login credentials of a Merchant to the Solution which includes, but is not limited to, username, password, profile details, and program information. This account can access the Merchant Dashboard where Employees will be enrolled and given individual Employee accounts.

    Merchant DashboardThis refers to the management system Component of the Solution that allows a Merchant to create and control the Loyalty Program and the Solution. This is alternatively referred to as the “Merchant Web Portal.”

    Merchant-branded/brandingItems, content, interface, and the like that makes use of Merchant’s markings (including, but not limited to, logos, trademarks, copyrights, etc.).

    PartyRefers individually either to Merchant or to Globe Telecom, Inc.

    PartiesRefer collectively to Merchant and Globe Telecom, Inc.

    PasswordA system-generated or user-generated security key for a Merchant or End-User’s Account that enables the Merchant and the End-User access into at least one of the Components of the Loyalty Program using the Solution.

    Personal InformationAn End-User’s credentials including, but not limited to, name, age, gender, mobile number, email address, and other information from which the identity of an End-User is apparent or can reasonably and directly be ascertained, or when put together with other information would directly and certainly identify an End-User.

    PointsRefers to the currency within a loyalty program or system which can be used in accordance with the Program Mechanics defined by the Merchant for its Loyalty Program using the Solution.

    Points BurningRefers to the process of using Points as payment or for redemption of reward/s using Points in accordance with the Program Mechanics.

    Points EarningRefers to the process of accumulating Points in accordance with the Program Mechanics.

    Points SeedingThe crediting of points by Merchant or Employee to a Member’s account in accordance with the Loyalty Program.

    Program MechanicsThe rules or methodologies set by Merchant for enrolling and/or registering to the Loyalty Program, Points Earning, Points Seeding, and Points Burning.

    Service Fee (SF)The monthly amount due to Globe from Merchant arising from use of the Solution which includes Transaction Fees and (if any) Ancillary Fees.

    Incident Service Level Agreement (SLA)Refers to the agreement detailing the required response time in case of unexpected downtime of the Solution as described in Annex 2.

    Short Message Service (SMS)RUSH’s CMS tool enables this function.

    Sender Identification (ID)The label that will appear as sender when Merchant sends SMS to its Customers consisting of 11-alphanumeric characters (no special characters such as space, comma, period, etc.).

    ServicesThe provision of a white-label loyalty suite which includes the Solution or Software as well as any other services which may be agreed upon by the parties.

    Solution/s or SoftwareRefers to RUSH Platform and its Components as described in Annex 1: Features

    SubscriptionThe right to access the Solution at corresponding fees for a defined period of time.

    Transaction LogThe repository for all transactions made using the Loyalty Program Solution (Points Seeding, Points Earning, payment with Points, etc.).

    Us or We or OurGlobe Telecom, Inc.

    UsernameA unique identifier for a user’s account in the loyalty Solution.

    You or YourThe Merchant or the company or other legal entity for which you are accepting this Agreement including Affiliates of that company.

  • • Our Responsibilities

    • Provision of Services. We will (a) make the Services available to You pursuant to this Agreement, (b) provide applicable maintenance and support for the Solution to You, and (c) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which We shall give advanced electronic notice), and (ii) any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, acts of government, flood, fire, earthquake, civil unrest, acts of terror, strike, or other labor problem , internet service provider failure or delay, or denial of service attack.

    • Protection of Your Data. We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Your Data by Our personnel except (a) to provide the Services and prevent or address service or technical problems, and (b) when compelled by law.

  • • Use of the Services

    • Subscription. The right to access and/or use the RUSH package will be granted via a full subscription for a corresponding Service Fee monthly. Purchased services and access to content are purchases as subscription for the term states in the Terms and Termination. Other additional services may be added during a subscription term at the same pricing as the underlying package, prorated for the portion of that subscription term remaining at the time the subscriptions are added, any added services will terminate on the same date as the underlying subscription. You agree that it's purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comment made by Globe regarding future roadmap.

    • Free Trial. If you register for a free trial, Globe will make the applicable service(s) available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period, or (b) the start date of any paid Subscription, or (c) termination of Globe in its sole discretion. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

      • Any data you enter into the service and any customizations made to the services by or for you, during your free trial will be permanently lost unless you purchase a subscription to the same service(s) as those covered by the trial, applicable upgraded services, or exports such data before the end of the trial period. You cannot transfer data entered or customization made during the free trial to a service that would be a downgrade from that covered by the trial (e.g. from Professional to Essential package); therefore, if you purchase a service that would be a downgrade from that cover by the trial, you must export customer data before the end of the trial period or customer data will be permanently lost.

      • Globe and its affiliates and its licensor do not represent or warrant the you that: (a) your use of the services during the free trial period will meet your requirements, (b) your use of the service during the free trial period will be uninterrupted, timely, secure, or free from error, and © usage data provided during the free trial period will be accurate.

      • You shall be fully liable under this Agreement to Globe and its affiliates for any damages arising out of your use of the services during the free trial period, any breach by you of this Agreement and any of your indemnification obligations hereunder.

      • You shall review the applicable service’s document during the trial period to become familiar with the features and functions of the services making a purchase.

    • Terms of Use. End-Users of the Solution will be governed by the corresponding Terms of Use which they need to agree to, in order to use the Solution.

    • Your responsibilities

      • Management of the Solution and the Loyalty Program.

        • You shall be responsible for setting up, managing, and modifying your Loyalty Program, which includes but is not limited to defining the Program Mechanics, uploading mobile application and web user interface design assets and rewards catalogue, and using the functions and tools available in the Merchant Dashboard.

        • You shall be responsible for providing access to the Solution to Your Employees via the Merchant Dashboard.

        • You warrant that any user who makes any transaction or modification to any of Your Loyalty Program Components is authorized to do so.

        • You shall be solely responsible for any and all necessary government or legal permits required to offer your Loyalty Program to your Customers.

      • Branding and Marketing.

        • You grant Globe permission to use your trademarks, logos, service marks, or other designations for the design and branding of the white-label solution, promotion of your Loyalty Program and Solution for the Term of the Subscription, and sending of communication to your Members regarding technical concerns involving the Service.

        • You undertake and warrant that you shall provide and grant access to non-infringing branding materials and/or content to Globe for the Solution’s branding and/or aesthetic purposes. In the event of a claim that any content submitted infringes any intellectual property, you undertake and warrant that you shall hold Globe free, harmless, and indemnified against any and all liability arising from, in relation to, or in connection with such claim.

        • You are responsible for the content and transmission of your messages to End-Users via Content Management System (CMS), which includes but is not limited to SMS and Mobile App Notifications. You agree to abide by the applicable laws, rules, regulations, guidelines and policies of government including, but not limited to, the National Telecommunications Commission (NTC) relating to broadcast messaging services or SMS to End-Users for advisory, advertising, and promotional uses. Accordingly, you hereby undertake to hold Globe free, harmless and indemnified against any and all liabilities, of whatever nature, arising from, in relation to, or in connection with your violation of or failure to comply with applicable laws, rules, regulations, guidelines and policies of the government.

          • You can send promotional messages via CMS Tool only to Members within the database of Customers registered to Your Loyalty Program and enrolled in RUSH.

          • App Notifications.

            • You agree not to publish content containing or depicting any of the following:

              • Adult Content - any advertisement containing, depicting, or promoting nudity/ profanity/ violence;

              • Alcohol - any advertisement promoting the use of alcohol;

              • Drugs - any advertisement depicting or promoting the use of drugs and other illegal substances;

              • Gambling - any advertisement promoting gambling; and

              • Tobacco - any advertisement promoting the use of tobacco.

            • You agree to limit Mobile App Notifications to two (2) per day per Member.

          • SMS Blast/Messaging.

            • You will be charged PHP0.50 for every 160-character SMS sent.

            • You are responsible for inputting Sender Identification that will be used as Your identifier when sending SMS notifications to Your Members.

            • You agree not to publish content containing any of the following:

              • Adult Content - any advertisement containing, depicting, or promoting nudity/ profanity/ violence;

              • Alcohol - any advertisement promoting the use of alcohol;

              • Drugs - any advertisement depicting or promoting the use of drugs and other illegal substances;

              • Gambling - any advertisement promoting gambling; and

              • Tobacco - any advertisement promoting the use of tobacco.

            • You agree to send Your members SMSs from 7AM - 7PM only.

            • You agree to be limited to two (2) SMS per week per Member.

            • You agree that the maximum character count per SMS is 459 characters.

        • You will neither use nor allow or cause the Service to be used to post, transmit, distribute, link to, or solicit content that creates a false identity for the purpose of misleading others as to the identity of the sender or the origin of a message.

      • Content, Data, and Security.

        • You agree and warrant that you shall not upload, post, email or otherwise transmit any content that:

          • Is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, indecent, offensive, vulgar, obscene, libelous, invasive of another’s privacy, hateful, defamatory or racially, ethnically objectionable; and

          • Infringes any copyrights patent, trademark, trade secret, copyright or any other intellectual property, personal rights of any person, or violates any obligation of confidence or any other proprietary right of any party; violates any regulatory requirement or codes applicable under Philippine Laws, or other material protected by intellectual property laws, rights of privacy or publicity or any other applicable law.

        • You consent that We may use End-User data for planning, research, design, and marketing of the Solution and/or the Services or any future product and/or service of Globe and its subsidiaries and affiliates. You acknowledge that upon access to the Solution, We may collect and process the following information:

          • Anonymous web and mobile application statistics collected as End-users browse and use the Solution/s

          • Personal Information that the Merchant and its End-Users and Customers knowingly provide via the Solution.

        • Username and password.

          • After sign-up, you will be issued a temporary password via the email address of your Authorized Company Representative to access Your account. Once You have accessed Your account, you will be prompted to change Your password to one that You prefer.

          • You understand that while the Solution has various internal security measures designed to protect its users, you hereby assume sole responsibility for the security of Merchant Account, as well as the confidentiality of any email address, Username and/or Password associated with such email and/or Merchant Account. All access to the Solution and any Service availed using such email address, Username and/or Password shall be presumed made or authorized by You. Accordingly, you shall ensure that access to the Solution shall only be limited to the designated individuals whose credentials are enrolled to minimize the probability of hacking and/or fraudulent or unauthorized transactions.

          • You and Your Employees shall not disclose to any person the password to login and shall not permit or authorize any other person to use the login credentials and password (access security) for any purpose whatsoever. You shall hold Globe free, harmless and indemnified against any and all damage, claim, or liability arising from the failure to enforce such access security policy by institutionalizing login and password security policy. Globe shall not be liable for security breaches for Your failure to implement the same.

          • You shall adopt a policy, whereby your Employees upon learning that any other person has acquired knowledge of the password to login or has used the password provided to access or use the Solution or effect any transaction (whether with or without prior knowledge and consent), You or Your Employee shall:

            • Immediately notify Globe thereof (within 2 hours from suspicion);

            • Provide Globe any other information relating thereto as Globe may require so it may suspend log-in credentials and supply temporary credentials; and

            • Change the temporary password as desired.

          • Merchant shall be bound by any transaction effected by any person using the password prior to Globe’s receipt of notice thereof under Section 4.3.3.3.4.1 above or prior to Merchant changing the password as required under Section 4.3.3.3.4.3, whichever comes first.

          • You agree to use the Solution in a manner consistent with all applicable laws and regulations and are solely responsible for all acts or omissions that occur under Your or Your employees’ respective account or password.

          • Merchant and its Employees will exercise the highest degree of effort to keep usernames and password private and exclusive for use on a one-is-to-one basis.

        • Parties shall adhere to and abide by applicable data privacy and data protection laws, rules, and regulations, and Globe’s data privacy policies.

        • Parties shall obtain all required consents under the applicable privacy and data protection law before providing Personal Information. This includes the obligation to obtain the End User’s acceptance of the Solution. Parties shall exercise strict confidentiality and employ reasonable measures to ensure to hold such customer data information with strictest confidence in accordance with this Agreement.

        • You acknowledge that We may use Your and your Members’ Personal Information to the extent necessary to comply with the requirements of the law and legal processes.

        • You allow Us to access and disclose data from, about or related to you, pursuant to any order of any court or tribunal, to any law enforcement or other government authority, court or tribunal.

      • You shall pay Us the service fees as stated in the SOA in accordance with the payment terms.

      • You agree and understand that We may update/change the Software version from time to time as part of Software upgrades.

      • Subject to the terms and conditions of the Agreement, you accept/consent that some portions of the Solution may require that Personal Information be provided by End-users. Such Personal Information refers to any and all information relating to the End Users (including, but not limited to the name, contact number, email address, mailing address, and transaction information) obtained via access to or use of the Solutions.

      • You shall allow Us to gain access to data tied to Your account as required for operations.

  • • Proprietary Rights and Licenses

    • “Intellectual Property (IP)” shall mean any present or future development work, copyright, patent, trade-mark, trade name, service mark, design, program, procedure and method of computation, trade secret, data model, invention, drawing, plan, specification, process or similar property. Without limiting the generality of the foregoing, this may include patents, trademarks, service marks, design right (whether registerable or otherwise), domain names, applications for any of the foregoing, trade secrets, copyright, know-how, trade or business names and other similar rights or obligations whether registrable or not in any country; any and all technical or commercial information, including, but not limited to the following: software (object and source code), manufacturing techniques and designs; specifications and formulae; know-how, data, systems and processes; production methods; trade secrets; undisclosed inventions; financial and marketing information; as well as registered or unregistered intellectual property in the form of patents, trademarks, designs, and copyright in any works, including Applications, Software, hardware, and other Intellectual Property for which Globe or its Third Party vendors has rights and interests to.

    • All Intellectual Property and IP rights created prior to the commencement of this Agreement shall be and remain the property and right of the Party which created the same or for which it has license to or right thereto and shall be referred to as “Intellectual Property” (IP).

    • The Merchant agrees and acknowledges that it shall not acquire any right, title or interest in any copyright or other proprietary rights in the design of the Solution/s including modification, agrees not to remove, suppress or modify in any way any proprietary marking, including any trademark or copyright notice, on or in the Solution/s or which is visible during its operation.

    • Except as permitted by this Agreement, the Merchant and its End-Users shall not:

      • Attempt to decompile, disassemble, modify the source code of, or reverse engineer the IP;

      • Use, reproduce, transmit, modify, adapt or translate the IP;

      • Rent, lease, license, transfer, assign, sell or otherwise provide access to the IP on a temporary or permanent basis;

      • Use or cause or allow a Third Party to use the Solution and Services in any way to develop competing solution or services;

      • Use any Third Party Intellectual Property or components on a standalone basis unless such standalone use is authorized expressly by Globe or Globe’s Third Party Vendors; nor alter, remove or cover proprietary notices in or on the IP.

  • • Confidentiality

    • All communications or data, in any form, whether tangible or intangible, which are disclosed or furnished by any director, officer, employee, agent, or consultant of any department or business area of any party hereto, including their affiliates and subsidiaries, (hereinafter “Disclosing Party”) to the other party, including their affiliates and subsidiaries, (hereinafter “Receiving Party”) and which are to be protected hereunder against unrestricted disclosure or competitive use by the receiving party shall be deemed to be “Confidential Information”. The Receiving Party shall not disclose, reproduce, or disseminate such confidential information to anyone, except to those employees and consultants (including employees and consultants of its parent, subsidiaries and affiliates) who have a need to know such Confidential Information for the purpose for which it is disclosed.

    • As used herein, the term "Confidential Information" shall mean all non-public, confidential or proprietary information disclosed hereunder, in any tangible or intangible form, such as but not limited to written, oral, visual, audio, those produced by electronic media, or through any other means, that is designated as confidential or that by its nature or circumstances surrounding its disclosure, should be reasonably considered as confidential.

    • Confidential Information shall include, but not be limited to, products or planned products, processes and/or procedures, technological achievements and interests, customers and potential customers, business prospects, financial statements and information, financial situation and corporate plans, internal activities, future plans of both parties, and other information deemed proprietary or confidential by the Disclosing Party or any other matter in which the Disclosing Party may have any interest whatsoever.

    • Each Disclosing Party hereby represents and warrants to the Receiving Party that it has lawful rights to provide the confidential information.

  • • Representations, Warranties, Exclusive Remedies and Disclaimers

    • Globe makes no warranty of merchantability, fitness for a particular purpose (including Merchant’s compliance with its statutory or regulatory obligations), or arising from a course of performance, dealing or usage of trade.

    • Globe does not warrant that the Solution and the Services are error-free. Globe will use reasonable commercial efforts to effect the rectification.

    • There is no such thing as perfect security, and Globe cannot guarantee or warrant the security of any Data (including Confidential Information or Personal Information) that Globe receives and stores on the Globe network systems.

    • The Merchant will remain duly organized and validly existing in good standing under the laws of the jurisdiction of its incorporation and has all requisite power and authority to conduct its business, own its properties, and execute, deliver and perform its duties, obligations, undertakings, warranties and covenants under this Agreement.

    • The execution, delivery, and performance by the Merchant of this Agreement have been duly authorized by all necessary corporate action, and do not and will not contravene any provision of the Merchant's constitutional documents or any indenture, contract or agreement to which the Merchant is a party or by which it or its properties may be bound, or any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect applicable to the Merchant.

    • All actions, conditions and things required by any applicable law or regulation to be taken, fulfilled and done, including the obtaining of any necessary authorizations, approvals, permits, licenses and consents, in order to enable the Merchant lawfully to enter into, exercise its rights and perform and comply with its obligations under this Agreement, to ensure that those obligations are valid, legally binding and enforceable and to make this Agreement admissible in evidence in any court of competent jurisdiction have been taken, fulfilled and done in all material respects.

    • In entering into this Agreement, the Merchant has relied on its own judgment and has not relied upon any representations, warranties or statements made or purported to be made by Globe Telecom, Inc. and/or its subsidiaries and/or Affiliates (other than other expressly set out in this Agreement).

    • So far as the Merchant is aware, no litigation, arbitration or administrative proceeding is current, pending or threatened to restrain the entry into, exercise of any of its rights under and/or performance or enforcement of or compliance with any of its obligations under this Agreement, and the Merchant is not subject to any outstanding judgment, rule, order, statement of claim, injunction or decree of any court, governmental or regulatory authority or body acting in an arbitral or adjudicative capacity, that may affect its ability to perform its obligations under this Agreement.

    • Any and all documents, certificates, statements, accounts, and other information provided to Globe Telecom, Inc. by or on behalf of the Merchant in connection with the Merchant’s affairs and business, any services and/or this Agreement are true, accurate and complete in all respects (and the Merchant acknowledges that Globe Telecom, Inc. had relied on such information in deciding to enter into this Agreement with the Merchant).

  • • Indemnification and Liability

    • Merchant agrees to indemnify, defend and hold harmless Globe, its parent companies, business partners, directors, officers, employees, agents, and any third-party vendors from and against any and all claims, losses, expenses, damages and costs, expenses demands (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys’ fees, resulting from or arising out of Merchant’s use of these Solution/s or Services, misuse, improper use of data or content, unlawful exposure of data or inability to use the Solution/s and/or the Services, or unlawful use of content, or any breach by the Merchant of the terms and conditions of this Agreement or Merchant’s act, omission, fault, negligence, gross negligence, willful misconduct or for violation of any rights of another. These obligations will survive any termination of Merchant relationship with Globe or Merchant use of the Solution/s and/or the Services.

    • Globe Telecom’s possible liability is strictly limited to the extent of this Agreement. Globe Telecom shall not be subjected to any form of liability arising out of or in connection with the ordinary course of business of the Merchant.

    • Notwithstanding any other provision of this Agreement, the maximum aggregate liability of Globe Telecom to the Merchant arising out of or in connection with this Agreement, whether based on breach of contract, statutory warranty or otherwise, shall be strictly limited to an amount equal to the Service Fees actually received by Globe Telecom under this Agreement for the year immediately preceding the event which gave rise to such liability.

    • In no event will Globe be liable for any damages whatsoever, including, but not limited to any indirect, incidental, consequential, special, exemplary or other indirect damages arising out of (i) the use of or inability to use of the Solution/s and/or the Service, or the content, (ii) any transaction conducted through or facilitated by the Solution/s; (iii) any claim attributable to errors, omissions, or other inaccuracies in the Solution/s, the Services and/or the content, (iv) unauthorized access to or alteration of Customer transmissions or data, or (v) any other matter relating to the Solution/s, the Services, or the content, even if advised of the possibility of such damages.

    • Globe reserves the right to refuse liability outside of jurisdictions in which it cannot be held accountable.

  • • Term and Termination

    • This agreement shall be in effect for a minimum period of twelve (12) months from the date of signing and shall be auto-renewed unless Merchant terminates Subscription (via Merchant Dashboard or an email to support@rush.ph at least 30 days before the lapse of the current term) or Globe terminates the service.

    • If for any reason this Agreement is terminated on or prior to the minimum period, the terminating party shall pay to the other party an early termination fee in an amount equal to three (3) times the price of the current monthly service fees at the time of termination.

    • Globe reserves the right to terminate the service with prior written notice to the Merchant in the event that circumstances arise which prevents Globe from providing the Solution/s. In such an event, the Merchant shall be allowed to download its data from the Solution/s prior to the termination of the service takes effect.

    • Non-payment of any amount due to Globe under this Agreement shall give Globe the right, at its sole discretion, to suspend and/or terminate Merchant’s access to the Service.

      • Effect of Termination. Merchant understands and agrees that once its account is terminated due to non-payment of any amount due to Globe, all information in the RUSH Database that relates to Merchant’s RUSH account may, at Globe’s sole discretion, be permanently deleted without incurring any liability to Merchant or any Member or End-User of Merchant’s Loyalty Program.

      • Effect of Suspension. Merchant ‘s access to the Service may only be restored after its settlement to outstanding balance, without prejudice to Globe charging an additional amount of Php 1,500.00 as reactivation fee.

    • Terms and conditions relating to fees and commercial terms shall be subject to change and/or adjustment due to prevailing market price and other commercial terms or conditions not within the control of Globe.

    • The Merchant should have downloaded and deleted its data from the Solution/s by the time the contract expires or is terminated. Any Merchant data remaining in the Solution/s after the expiration or termination of the contract will be deleted.

    • Upon any termination of this Agreement, Merchant shall immediately discontinue the use of the Solution. All provisions regarding indemnification, warranty, liability and limits thereon, and confidentiality and/or protection of proprietary rights and trade secrets shall survive indefinitely or until the expiration of any time period specified elsewhere in this Agreement with respect to the provision in question, and the termination of this Agreement shall not relieve Merchant of its obligations to pay accrued fees.

  • • Fees and Payment

    • Fees. You will pay all fees specified in the SOA. Except as otherwise specified herein, (a) fees are based on the package subscription purchases and not actual usage, (b) payment obligations are non-cancelable and fees paid are on-refundable, and (c) packages purchased cannot be downgraded during the relevant subscription term.

    • Invoicing and Payment. you will provide Globe’s accredited payment gateway(s) with valid and updated credit card information, unless otherwise agreed upon by both parties in the document. If you provide credit card information to Globe, you authorize Globe to charge such credit card for all the purchased subscription listed in the SOA. Such changes shall be made in advance, either annually or in accordance with any different billing frequency stated in the subscription package. Upon both party agreements in document for payment method(s) other than credit card, Globe shall invoice with SOA you in advance. Invoiced fees are due thirty (30) calendar days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Globe and notifying Globe of any changes to that information.

    • Suspension of Service. If any charge owing by you under this agreement is thirty (30) days or more overdue, Globe will suspend services until such amounts are paid in full.

  • • Who You Are Contracting with, Notices, Governing Law and Jurisdiction

    • You are contracting with Globe Telecom, Inc. with office address at The Globe Tower, 32nd Street corner 7th Avenue, Bonifacio Global City, Taguig, Philippines.

    • All notices, demands or other communications required or permitted to be given or made hereunder shall be in writing and may be delivered personally or sent via electronic means such as email or through the Merchant Dashboard.

    • Philippine Law governs the interpretation of this Agreement and applies to claims for breach of it. All other claims, including claims regarding breach of contract, breach of warranty, consumer protection laws, will be subject to Philippine laws. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, will be referred to by exhausting good faith negotiations.

  • • Miscellaneous Provisions

    • Fees and charges indicated herein are VAT inclusive. In addition to the Fees and charges, VAT and other applicable taxes shall be charged to the Merchant.

    • Neither party shall assign this contract without the prior written consent of the other. Consent however, shall not be unreasonably withheld.

    • No variation of this Agreement shall be effective unless made in writing and signed by or on behalf of Globe Telecom, Inc.

    • No failure on the part of Globe Telecom, Inc. to exercise, and no delay on its part in exercising, any right or remedy under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any other rights or remedies (whether provided by law or otherwise).

    • No Party shall be held responsible for any delay or failure in performance of any part of its obligations under this Agreement caused beyond its reasonable control and without the fault or negligence of the delayed or non-conforming Party.

    • Each Party shall bear all costs incurred by it in connection with the preparation, negotiation and entry into of this Agreement.

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