Seller Terms and Conditions

 

  1. Scope

1.1 This Agreement shall govern the relationship between UMP and the Marketplace Merchant (Seller or Party and collectively Parties) for the services provided by UMP to the Seller of listing and offering Products (Products) on and through www.unamarket.ph or any other website owned by UMP (Platform), which gathers, merges and implements and all transactions that involve the Seller through the Platform, as agreed in writing between UMP and the Seller.

 

1.2 UMP shall be providing a platform for the Sellers where they can post and sell their Products online. The Seller will be given credentials that can be used to access the admin panel. The Seller will be receiving orders from individuals (Buyer) who are placing their orders on the Platform. The Seller should fulfill the Order that they received from packing of the Order to the delivery of the parcel.

 

1.3 Notwithstanding any provisions of this Agreement, UMP shall have the exclusive right, in its sole discretion, to determine and control the functionality, design, structure, content, or any aspect  of the Platform, whether in whole or in part.  

2. Fees

2.1 UMP shall charge the Seller a fee as stated in Annex ‘A’ to this Agreement.

 

2.2 The Seller understood that they should be able to fulfill orders from packing to the delivery of the Products to the Buyers and UMP is only a Platform that allows them to post on the site. UMP may however cause the delivery of the product if requested by the Buyers thru the Platform. 

 

2.3 All fees under this Agreement may be changed from time to time upon prior notice and agreement of the Parties.

 

2.4 Sellers shall be charged a Default Fee for any failure in fulfillment of any orders as stated in Annex D of this Agreement.

 

3. Use of Business Name and Logo

 

3.1 The Seller authorizes UMP for the use of its business/trade name, company logo, product details, images, and location on the Platform for promotional and/or marketing campaigns.

 

3.2 In the event of intellectual property infringement or a suit for damages or claim of money filed by or against the Seller due to the use of Seller of its declared business/trade name, company logo, and/or product details, Seller shall immediately notify UMP within twenty-four (24) hours upon receipt of notice of intellectual property infringement. For purposes of this Section, it is understood that mere public knowledge of infringement is sufficient for UMP to elect suspension or rescission of this Agreement. The liability of the Seller under this Section shall be governed by Sections 9.1 and 9.2 of this Agreement.

 

4. Product Details and Content Materials

 

4.1 UMP conducts its business that is safe and healthy for its Users. Seller is prohibited to include in the Content Material or sell the following products on the Platform of UMP, thus: 

 

  1. Protected flora and fauna (including body parts, such as claws fangs, skins, fluids, etc.);
  2. Multi-level Marketing / Networking;
  3. Black Market, counterfeit and imitated Products;
  4. Weapons (including firearms, air rifle/airsoft guns, pointed and sharp objects, and similar and related Products), hazardous substances, explosives, and products that violate the prevailing law;
  5. Synthetic prohibited drugs;
  6. Particularly for consumer Products or Products having an expiration date, the Seller must ensure that it provides the Products with a minimum period after delivery before its expiration date, according to applicable laws and/or specifications of UMP.
  7. Products that require registration with Government agencies, without said Products being registered:
  8. Pirated Products or copies of original Products;
  9. Products containing profane, obscene, vulgar, or sexually explicit labels;
  10. Devices used in gambling;
  11. Money Games;

 

UMP reserves its rights to update or expand the above enumeration.

 

4.2 The Seller shall guarantee that its Products are compliant with all governing and existing laws, including but not restricted to  standard performance, sampling, marking and labeling requirements, warranties, and minimum age requirements. UMP may require the Seller to provide documents to affirm the validity and legitimacy of the Product including but not limited to Certificate of Authenticity, Manufacturer Sales Invoices, and/or Authorized Distribution Agreements.

 

4.3 Original Equipment Manufacturer (OEM) Products are allowed as long as the official brand logo, and official brand name are not shown on any product image or not declared in any part of the product details or specifications.

 

4.4 It is the Seller’s responsibility to ensure that the content material that is being published conforms to the requirement of the law and is updated, correct, credible, comprehensive, and legitimate. The Seller shall ensure that the Content Materials are not offensive, improper, slanderous, indecent, or sexually explicit (unless otherwise allowed by UMP and applicable laws). 

 

4.5 The Seller understood that UMP may exercise its rights to suspend the Seller’s account up to the complete removal of the account if the Seller did not immediately notify UMP upon acquiring knowledge of any action filed against its Content Materials, or of any potential risk in litigation, misrepresentation under this section or has violated applicable laws, including its implementing rules and regulations.

 

4.6 The Seller cannot publish any uniform resource locator marks (URL Marks) to any profile or listing on the Platform unless consented to by UMP in writing.

 

4.7 In any event, if Seller violates any provision of this Section, the Seller shall solely be liable as against third persons and shall free UMP from any suit, damages, or liabilities.

 

  1. Seller Responsibilities

 

  1. All information regarding the Products listed on the Platform shall be properly managed and/or updated by the Seller. The Seller shall not provide any erroneous and deceptive details on the information of the Products, stock quantities, and terms and conditions.

 

  1. The Seller shall ensure that they are posting an updated price, stock quantities, and other information that UMP may require. The Seller understands that it will not, directly or indirectly, engage in any fraudulent or unlawful activities inside the Platform, including but not limited to the generation of invalid sales traffic, impressions, or interactions, whether through the use of automated methods or applications at whatever source, interference on the functionality of the Platform or the services thereon, the transmission of any harmful codes or mechanism bypass, or even attempt to cause such bypass.

 

  1. The Seller warrants that it shall comply with the specifications listed on the Platform and with applicable law, product warranties, specifications, drawings, quality, quantity, labeling, and other information provided on the Platform. UMP reserves the right to remove or cause the removal of any product found to be in violation of this subsection. At any rate, UMP may demand for damages suffered as a consequence of the Seller’s non-compliance hereof.

 

  1. The Seller shall issue receipts, credit card slips, or tax invoices to the Buyer.

 

  1. The Seller will be responsible for the payment of all customs, duties, and taxes, or any other imposts required by appropriate taxation laws, regulations, or issuances or impositions by the appropriate taxing authorities for the Products sold.

 

  1. If insisted by the Buyer, Seller shall allow the exchange of Products or products in compliance with the Consumer Act of the Philipines and other applicable laws. The “No Return, No Exchange” Policy shall not be allowed on the Platform.

 

  1. The Seller shall be responsible for fulfilling every order that they are receiving from UMP. UMP will not be involved in booking logistics for any transactions unless agreed otherwise UMP will book logistics on behalf of the Seller. At any rate, the payments of the cost of delivery shall depend on the agreement between the Seller and Buyer. However, if upon request by the Buyer that UMP will perform the delivery of the goods/products purchased thru the Platform, the cost of delivery shall be added to the total transaction fees shouldered by the Buyer.

 

  1. The Seller also understands that they are responsible for changing the Status of every order by using their Vendor Account. The Vendor Account detail shall constitute their elected email address and password upon signing up on the Platform. If the credentials were done by the UMP, they will receive an email with the details.

 

  1. The Seller shall provide warranty to the product or goods, and/or services or premium included in the product content or description appearing on the Platform, which should be compliant with existing and applicable laws, rules and regulations.

 

  1. The Seller shall be responsible to ensure that all goods ordered thru the Platform are fulfilled in accordance to the demanded quality and quantity by the Buyer and as communicated by UMP, as the case may be. All orders made are final unless otherwise cancelled in accordance with the terms of this Agreement. 

 

  1. At all times during the term of this Agreement, the Seller agrees to comply with the standards and requirements set by UMP on the use of the Platform including the performance of its obligations under this Agreement. The Manuals, Policies, or other standards of UMP are incorporated by reference and are made integral parts of this Agreement.

 

  1. The Seller will bear all other risks of fraud or loss.

 

  1. Buyer Information

 

  1. Account information, including name, contact details, address, among others, information relating to the product and sale thereof through the Platform (‘Order’), and other information related to the transaction such as payments, adjustments, refunds, and other fees, shall be owned by UMP. UMP will not in any way be liable to Seller for royalties or fees in connection with the use of any such customer information.
  2. Seller understands that any information from whatever source obtained through the use of the Platform or this Agreement must be used solely for the purposes to which they are intended. Seller shall not sell, assign, license, publish, share or otherwise commercially exploit any obtained information or use the same in any manner such as data extraction, compilation or analysis for its own benefit. Any such obtained information shall not be disclosed to any third party, unless UMP gives its consent in writing. 

 

  1. Financial Accounts and Records, Schedule of Payments

 

  1. All payments relating to orders shall be collected by UMP, unless COD and Delivered by the Seller.

 

  1. In the event that the Customer will use the Buy Now, Pay Later option, or any loan options as a mode of payment for any purchase or transactions in the Platform, the Seller agrees and authorizes UMP by way of a special power of attorney to collect the loan proceeds for and on behalf of the Seller. UMP shall cause the transfer of the loan amounts to the Seller’s nominated bank account. In cases where the transaction between the Buyer and Seller was completed but there exists an error, failure or default on the loan disbursement by the  third party financing service provider, UMP shall be under no legal obligation to resolve the matter. In such a case, the Seller shall settle and collect directly from the Buyer, or with the third-party financing service provider, as the case may be and if applicable.

 

  1. Payments of Cash-on-Delivery Orders shall be collected by the Seller with no fees provided that the orders are delivered and fulfilled by the Seller. The Seller shall be responsible for sending updates to UMP on the status of the orders.

 

  1. UMP will collect payments from the Buyer (if UMP will process the payment) as a payment processing agent for the Seller and shall have the complete and full rights to do so, and will remit such funds to the Seller. UMP will take no responsibility concerning the legality of the payment transactions between the Buyer and the Seller in relation to the Orders made through the Platform. The Seller undertakes that all payment transactions are compliant with the relevant law (including anti-money laundering law). A logistics service provider/courier can collect payments from the Buyers unless expressed in written consent by UMP.

 

  1.  UMP will reconcile and pay to the Seller all payments, Service Fees, disbursements, refunds, Default Fees, and adjustments (“Payments”) in accordance with the Terms. The Seller shall send a Withdrawal Request to UMP through their Vendor Account or through email.

 

  1. UMP shall have the following schedules to the Seller for sending of the Billing Statement and Withdrawal from UMP’s Wallet for all of the payments, Service Fees, Default Fees, refunds, adjustments, and disbursements (Payments):

 

7.6.1 Withdraw from UMP Wallet. Withdrawal of the funds from the wallet will be processed within five (5) working days upon request of the payout. Before crediting the payment to the Seller’s Wallet, UMP will subtract all the necessary deductions from the Buyer’s payment.

 

7.6.2 Crediting of the Buyer’s payment is upon the completion of the Order. If the transaction has not been confirmed by the Buyer, the payment will only be credited to the Seller’s wallet within 7 working days from the fulfillment of the transaction.

 

7.6.3 Withdrawal of the payout from the wallet does not have any control parameters unless otherwise imposed by the involved Financial Institutions and/or governing bodies.

 

7.6.4 UMP shall charge a 3% Early Payout Fee to the Seller if they request to process payments even if the tagging of the transaction is not yet “Completed”.

 

7.7 Both Parties undertake to adhere to generally accepted accounting and audit practices and principles in the maintenance of their financial accounts and records related to the Services. Both Parties shall keep proper and detailed accounts, reports, records, and registers along with adequate activity management records to provide clear and comprehensive financial reports for purposes of audit if required.

 

7.8 In any event of default, UMP shall have the right to suspend or hold payments. It is understood by UMP and Seller that any payments made by UMP shall not constitute a waiver to any right or claim by UMP against the Seller.

  1. Terms and Withdrawal

8.1 This Agreement shall be binding for a term of three (3) months commencing from the date of signing. This agreement will continue for succeeding months unless otherwise terminated by any of the Parties.

 

8.2 In the event of withdrawal, the requesting party shall send to the other party written notice of its intent to terminate this Agreement for any cause. It is understood by the Parties that the fulfillment or performance of any of the obligations herein shall continue to remain in force until its completion notwithstanding the termination of this Agreement.

 

8.3 UMP shall have the right to immediately terminate this Agreement if the Seller violates any of the rules of the regulating bodies or any part of this Agreement.

 

  9. Special Conditions

 

9.1 The Seller agrees that UMP shall not be held liable for any expenses, demands, claims, losses, liabilities, damage, or cost resulting from or in connection to the purchase of products or intellectual property infringement filed against the Seller, the delay in the delivery of any of the products sold thru the Platform, failure of any transactions due to hidden defects, faults, failed deliveries, return of products or disputes between the Seller and the Buyer for whatever cause or reason  The Seller agrees that for whatever claims or damages born by UMP under this section shall be reimbursed by the Seller to UMP.

 

9.2 The Seller shall indemnify and hold free and harmless UMP, including its directors, stockholders officers, management and employees, its subsidiaries, affiliates, and related entities, against any and all reparations, damages, losses, penalties, fines, and any costs  (including attorney fees and court costs on an indemnity basis) in the event that there will be allegations, appeals or actions resulting from the incorrect, incredible, not comprehensive, or illegal data linked to the Content Material provided by the Seller, or intellectual property infringement filed against the Seller.

 

9.3 Collection of Data Privacy and other Privacy-related articles can be viewed at the Privacy Policy of Una Marketplace, Inc.

 

9.4. The Seller can contact the Buyer directly at any means available to the Buyer and the Seller. The Seller shall only contact the Buyer to provide updates and/or notifications on the reservation made by the Customer.

 

9.5 For any Claims, the Customer can contact the Seller directly at any means available to the Seller and the Customer.

 

9.6 The Seller agrees that any order is considered fulfilled once the tagging in the system has been changed to “Complete” by the Customer or after the 7-day period from the delivery date.

 

9.7 For goods in transitu, the title of the goods remains with the Seller until the fulfillment of the Order. As such, the Seller shall be solely responsible for and bear all risks and liability concerning the product, including failed delivery, for whatever cause or reason, non-conformity of products/goods to the specifications of Buyer, defects, damage, or theft of product or goods.

 

9.8 The Seller agrees that UMP is not a party to any agreement between the Seller and Buyer, and shall not in any way be liable in relation thereto. The Seller hereby releases UMP, including its officers, management, agents, representatives, affiliates, and related parties, from all claims and damages of any kind and nature arising out of or in any way connected with the transaction.



 

10.     Fulfillment

10.1 Once an Order Notification has been received by the Seller, they shall prepare the order within 24-48 hours and inform UMP of the Status of the Order.

 

10.2 The Seller understands that they shall be responsible for the fulfillment of Orders. UMP will provide a Logistics Service if the Seller does not have this service at all. Payment on the cost of delivery shall be governed under Section 7 of this Agreement.

 

10.3 If the Seller has its own Logistics Service, the Seller should coordinate with UMP on the timeline of order fulfillment.



 

  1.     Returns

    1. If insisted by the Buyer, the Seller shall return  any purchased products/goods and/or refund prior to the expiry of the UMP Guarantee Period. The Seller agrees to comply with the Refunds and Returns Policy of UMP and the provisions of Republic Act 7394 otherwise known as the Consumer Act of the Philippines.
    2. Buyer may apply for return of the purchased items (“Item”) and/or refund prior to the expiry of the UMP Guarantee Period, subject to the Refunds and Returns Policy of UMP.

 

  1. Buyer may only apply for the refund and/or return of the Item in the following circumstances:

 

  1. When the Item has not been received by Buyer;
  2. When the Item was defective and/or damaged on delivery;
  3. When the Item delivered by Seller does not match the       agreed specification (e.g. wrong size, color, etc.) to Buyer;
  4. When there is a material discrepancy in the Item delivered to

               Buyer from the description provided by Seller in the listing of the         Item or; 

  1. When Seller and Buyer entered into a private agreement;       Provided that Seller sends his/her confirmation of such agreement   

       to UMP.

 

In the event Buyer commences legal action against Seller, Buyer must furnish a copy of the formal Notice or Order issued by a competent authority to UMP to hold the payments, otherwise, UMP will, at its sole and absolute discretion, determine whether it is necessary to continue to hold such payments in escrow. Unless lifted by an order or judgment from a competent authority, UMP shall continuously safe keep the payments.

 

In the event that there is a lawful order from a competent authority, payments held in escrow will not earn any interest, penalty, or additional surcharges.

 

  1. In the event of a dispute on the Shipping Fee for Product Returns,the following rules apply

 

  1. If the fault is attributable to Seller (i.e - damaged, faulty or wrong product delivered to the buyer), Seller will bear the Buyer's return shipping fee.
  2. If the Buyer changes his/her mind about purchasing the product, the Buyer shall get the Seller's consent prior to the return request and the Buyer will bear the return shipping fee.
  3. Where both seller and buyer are disputing, UMP at its sole discretion will determine the party liable for the return shipping fee.

11.4.4. In any case, the rules under Section 7 of this Agreement shall govern the adjustments on the Billing to the Seller.

 

  1. UMP shall not facilitate Return and/or Refund of the following items ordered or delivered to the Buyer for Health and Safety

           Purposes:

  1. Perishable Goods (e.g. Food, Beverage, Fruits, Vegetable, and others)
  2. Undergarments
  3. Personal Hygiene Kits
  4. Medicines

11.6 Notwithstanding the above provisions, UMP shall not be under legal obligation to accept requests for return or refund from the Buyer. The Seller may however request UMP to render assistance in any event of a dispute in connection hereof.

 

  1.  Rights of Sellers

 

  1. When UMP receives a return of the Item and/or refund application from the Buyer, UMP will notify Seller in writing. The Seller may respond to the Buyer’s application within three to five business days.
  2. If UMP did not receive Seller’s response within the said period, UMP will proceed to assess Buyer’s application without further notice to Seller. UMP will review each Seller’s response on a case-by-case basis and, in its sole discretion, determine whether Buyer’s application may be successful against the circumstances stated by the Seller.
  3. The following are the valid grounds for claims by the Seller:

a. Lost items

b. Items not returned to the Seller after 60 days from the return date.

c. Damaged Items or Damaged Packaging, subject to the provisions of Article 14

d. Incorrect returns

e. Missing parts or free items

f. Missing Sales Invoices or Original Receipts

12.4   In case of Return to Seller orders, the Seller is obliged to check the appearance of the parcel and in the presence of any damage (jams, open box, broken package integrity) take photos in the presence of the courier. For any damages incurred for the return, the Seller shall use the form in Annex E to file for claims.

 

  1.       Refunds
    1. Buyer will only be refunded after UMP has received Seller’s confirmation of its receipt of the returned Item. In the event that UMP does not hear from the Seller within seven (7) working days from the Buyer’s Return and Refund request date, UMP may proceed to refund the applicable sum to the Buyer without further notice to Seller.
    2. The refund will be made to the available channel of the Buyer either bank accounts or e-wallet accounts.

 

  1. Packaging Guidelines
    1. In compliance with these Packaging Guidelines as stated in Annex C of this Agreement, the Seller, at his or her own expense, shall be responsible for wrapping and packaging the Good(s) ordered for shipment. In any case, Seller shall warrant that the packaging: a) guarantees the integrity of the Good(s) as well as of the related product primary packaging; b) ensures that the products or Good(s) do not have mobility within the packaging and; c) is robust enough to protect the integrity of both the product and its primary packaging throughout the supply chain that includes the following:
      1. Delivery to Customer
      2. Failed Delivery that results in return or any other process that subjects both the product and its primary packaging to additional hazards
    2.  Seller shall be liable for a default fee for its failure to comply with the Packaging Guidelines and reserves no rights to claim against the Third Party Logistics Provider or UMP for any damage incurred to such Products during transportation, subject to the provisions of this Agreement.

 

  1. UMP or the Third Party Logistics Provider or any of UMP’s appointed logistics providers shall not be liable for any damage during the transportation of the Products should the packaging requirements for the type of Products which do not meet the standards stated in Annex C of this Agreement.

 

  1. Guarantee Period
    1. UMP Guarantee period is a value-added service aimed to provide faster and more reliable delivery to Buyers who use our Platform. The Guarantee Period consists of an Estimated Delivery Time plus seven (7) working days, starting from the payment confirmation date. Refer to Annex B of this Agreement.

 

  1. Communication
    1. UMP encourages free communication between the Seller and the Buyer in the event of a problem arising in any transaction. As UMP is a Platform for them to conduct trading. The Buyer should contact the Seller directly on the Platform for any issue relating to the item purchased.

17.      Relationship of Parties; Liability and Loss

17.1 Independent Contractor. The Parties intend that an Independent Contractor relationship be created by this Agreement. The Seller is interested only in the results to be achieved in the Agreement; the manner and means of providing the sale of products under this Agreement will remain under the control of the Seller. UMP, including its stockholders, board of directors, officers, employees, or any of its authorized representatives, is not to be considered an agent, employee, or representative of the Seller, and vice versa for any purpose, except only with the use of the Seller of the platform of UMP. 

 

17.2 Control of Work. UMP will have sole control of the manner and means of performing the services to be rendered under this Agreement, however, the online platform is subject to the Seller’s technical specifications, operational requirements, and the general right of inspection and supervision to secure their satisfactory performance.

 

17.3 The Seller represents and warrants that this is a commercial and business transaction and that the Platform shall be used only for the purpose expressly specified and agreed upon by both Parties in this Agreement.

 

18. Warranties and Representations

 

18.1 Licenses and Authorities. The Parties warrant and represent that they each possess the necessary licenses, permits, certificates, and issuances to operate and conduct their business from the appropriate regulatory bodies. The execution and delivery of this Agreement and all other documents and deeds related hereto and the performance and observance by the Seller of their respective terms and conditions: (i) are within the powers and/or authority of the Seller; (ii) have been duly authorized by all necessary acts and deeds by its board of directors or principal/s; and (iii) do not contravene or violate any provision of the constitutive documents of the Seller, and of any law, regulation, decree, order, ruling, contract, agreement, or any other restriction/s binding on the Seller. 

 

18.2 Online Platform Service. UMP warrants that it shall promptly and regularly provide service/s to the online platform, with or without notice from the Seller. The Platform including any services therein provided by UMP shall be on an “as is” basis. UMP makes no other representations or warranties of any kind except those appearing on the Platform. Nevertheless, the Seller acknowledges that any information and any materials provided on the Platform may contain errors or inaccuracies and agrees that it will not hold UMP accountable for such errors or inaccuracies. All websites, advertisements, or interfaces appearing on or linked to the UMP Platform are not endorsed by UMP, the Seller, therefore, agrees that UMP shall not be liable for any of the contents of such websites, advertisements, or interfaces.

 

18.3 System or Platform Changes. UMP warrants that it will notify the Seller of upgrades or developments that will affect the business of the Seller in using the platform. The costs of any upgrades or developments shall be borne exclusively by UMP if the same is UMP-initiated. Conversely, the Seller shall shoulder all costs and expenses if the upgrade or development is initiated by the Seller. It is understood by the Seller that all major system changes are subject to review, testing, and approval by both Parties before such changes are implemented.

 

18.4 Free to Contract. Both Parties warrant that they shall be able to comply with their obligations pursuant to this Agreement, for the full contract term. Both parties warrant and confirm, that there is no impediment, claim or demand from any third party, including any judgment, decisions, ruling, order or award issued by any judicial authority or administrative agency, that restricts their freedom to execute this Agreement, or that will hinder fulfillment of their obligations to the full extent of this Agreement.

 

18.5 Act of Employees. Both parties warrant that they shall be responsible and liable for the acts and omissions of their employees, agents, representatives and/or other persons performing work of any kind in relation to this Agreement.

 

18.6 Compliance with Laws. Each Party shall comply with all relevant and current laws, rules and regulations, including the applicable rules and regulations of the Department of Labor and Employment, Securities and Exchange Commission, Food and Drug Authority, Department of Health, Bureau of Internal Revenue and other administrative and regulatory bodies. When requested and /or required, the Parties shall furnish each other with proof of compliance with said laws and. or regulations. Non-compliance shall be a ground for termination or suspension of this Agreement. 

 

18.7 Internal Business Rules. Each Party binds themselves to comply with their own internal rules and regulations. In the event of conflict between the internal rules and policies and this Agreement, the terms of this Agreement shall prevail.

 

19. Non-Disclosure and Confidentiality

 

19.1  PARTIES mutually agree that any information or data regarding a party's (i) plans, operations, products, facilities, business affairs, systems and processes; (ii) directors, officers, employees, suppliers, investors and customers; and (iii) the terms and conditions of this Agreement, annexes, attachments, or future amendments thereto, received by or conveyed to the other or made known to it in any manner, is absolutely confidential and a party cannot disclose such information or data without the written consent of the disclosing party. 

 

19.2 For purposes herein, except to the extent such information is public knowledge or becomes public knowledge other than by breach of this Agreement, “Confidential Information” shall mean all information, whether written or oral, received by the Party or its representatives that is not generally available to the public, or which could be considered confidential and/or proprietary, or which would prejudice or cause damage or injury to the other Party if divulged, or which is marked “Confidential” by either Party.  The terms and conditions of this Agreement shall likewise be considered Confidential Information.

 

19.3 The obligations set out in this clause shall not apply to any information or data that (a) became publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party (the party receiving the confidential information or data); (b) discovered or created by the Receiving Party before disclosure by Disclosing Party (the Party disclosing confidential information or data);  (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party’s representatives; (d) is disclosed by Receiving Party with Disclosing Party’s prior written approval or (e) is required to be disclosed by the receiving party by law or to a court or tribunal of competent jurisdiction or any government authority or agency, provided prior written notice is given to the disclosing party. 

 

19.4.      This Agreement shall be effective from the date hereof and shall continue until expiration or termination of this Agreement due to cessation of the business relationship between the Parties or upon the mutual agreement of the Parties in writing. Upon expiration or termination as contemplated herein the Recipient shall immediately cease any and all disclosures or uses of Confidential Information; and at the request of the Discloser, Recipient shall promptly return or destroy all written, graphic or other tangible forms of the Confidential Information and all copies, abstracts, extracts, samples, notes or modules thereof. The obligations of the Recipient respecting disclosure and confidentiality shall continue to be binding and applicable without limit at any point in time, and shall be binding upon Recipients' successors or assigns, except and until such information enters the public domain. 

20. Intellectual Property Rights

 

20.1 You may refer to the Intellectual Property Policy of UMP. The Parties shall take all reasonable measures to protect UMP’s copyrights and intellectual property rights over the platform. The Seller shall not be entitled to use any of the Intellectual Property of UMP without the consent of UMP.

 

20.2 The Seller represents that is the owner or has legal right over its tradenames, trademarks, logos, patents, trade secrets, ot other intellectual property relating to its goods or business and that it does not have any knowledge of any intellectual property infringment claims by any third party filed against it. 

 

20.3 In the event of any claim of infringment against the Seller, the Seller agrees to release, defend, protect and indemnify UMP including its officers, employees, affiliates or related parties from any damages or liabilities arising out of such claim of infringement.

 

 Applicable Law and Dispute Resolution

 

23.1 This Agreement (including this and all Annexes) shall be governed by and construed in accordance with the laws of the Philippines. If any of the provisions of this Agreement shall be found void or unenforceable, such invalidity or unenforceability shall not entirely invalidate or render this Agreement unenforceable, but rather this Agreement shall be construed as if not containing the particular void or unenforceable provisions, and the rights and obligations of the Parties shall be construed and enforced accordingly. 

 

23.2 The parties shall first attempt to resolve any dispute or issue amicably before resorting to legal action. In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, such dispute, controversy, or claim shall be settled by arbitration in accordance with the Philippine Dispute Resolution Center, Inc. (PDRCI) Arbitration Rules in force at the time of the commencement of the arbitration. There shall be one (1) arbitrator, and the proceedings shall be conducted in English.

 

23.3 Any other cause of action the exclusive jurisdiction over which is conferred upon the regular courts shall be filed, prosecuted, or enforced exclusively with/through the appropriate court in Pasig, Metro Manila to the exclusion of all other courts.



 

24. Entire Agreement

 

24.1 This Agreement shall contain the entire understanding between the Parties and supersedes any prior understanding and agreement between the Parties with regard to the terms and conditions that will govern the relationship of the Parties. There are no representations, agreements, arrangements, or understanding, verbal or written, between the Parties hereto relating to the subject matter of this Agreement which is not fully expressed herein. 

 

24.2 Any amendment or revision of this Agreement shall be in writing, dated, and signed by the authorized representatives of both Parties.

 

24.3 The Seller binds itself to be bound by the terms and conditions and policies of Una Marketplace Inc. stated through this link, which are deemed written in this Agreement. In the event of inconsistency, the Parties agree to exert efforts to harmonize inconsistent provisions; otherwise, the terms and conditions of this Agreement shall prevail over the general terms and conditions. 

 

25. Assignability

 

25.1 The Seller cannot assign, transfer, or subcontract any or part of its rights or obligations under this Agreement without prior consent from UMP.

 

26. Counterparts; Electronic Signatures

 

26.1 This Agreement may be executed in any number of counterparts, each of which is an original, but all of which together constitute one and the same agreement. 

 

26.2 The Parties unequivocally agree that this Agreement may be executed electronically or by way of electronic signature and such electronic signatures shall be deemed original signatures, have the same force and effect as manual signatures, and be binding upon the Parties.