TERMS & CONDITIONS

Last updated: December 12, 2023

These Terms and Conditions (including all other terms which will be addedasanannex to this Agreement, together referred to as the "Agreement"), shall applywhenyou register for a Account or use in any of the MaSHOP Services.

In this Agreement, “you”, “your” and “their” refer to the user of the MaSHOPAppand“MaSHOP”, “we,” “us,” or “our,” refer to MIDAS GLOBAL ADVERTISING, INC., theprovider of the MaSHOP App.

Agreement start date. This Agreement will take effect fromthe datethat youregister for an Account and indicate acceptance of the Agreement pursuant to these terms. The Agreement will continue unless and until you or we end the Agreementin accordance with the provisions on Termination.

Why you should read this Agreement? This Agreement tells you who we are, howwewill provide the MaSHOP App to you, how you and we may change or endthisAgreement, what to do if there is a problem and other important information

CONTACTING US

We are MIDAS GLOBAL ADVERTISING, INC., a company duly organizedunder thelaws of the Philippines, with business address at West Avenue, Quezon City

You can contact us by telephoning our Customer Support Team at +63 2 8 364-5588, or by writing to us using "Contact us" form available at the homepage of the website, our website: www.mashop.tech.

We may contact you mobile number, email, or other method in our discretion.

DEFINED TERMS

The following terms shall have the meanings ascribed to thembelowwherever theyappear capitalized in the Agreement, unless the context requires otherwise:

"Affiliate" means an entity owned or controlled by us or any entity controlledby, incontrol of, or under common control with us.

"App" means the MaSHOP App made available and as updated by MaSHOPfromtime to time that you may use to access and manage your Account.

"Applicable Law" means all applicable national, state, local, municipal legislation, regulations, statutes, by-laws, consents and/or other laws, orders, court rulingsandany other instrument having the force of law as may be issued and in forcefromtime to time (and any amendment or subordinate provisions) relatingtoorconnected with the activities contemplated under this Agreement in the Philippines.

"Available Balance" means the amount labelled as such on the App reflectingthesum of your Available Balance and any other amounts transferred to your Account, which may be used for purchases in the App, in accordance with this Agreement.

"Business Day" means any day other than a Saturday, Sunday or officially declarednational public holiday in the Philippines.

"Credentials" means your password and access keys that are set to allowyoutoaccess your Account via the App.

"Cut Off Time" means the last time for making or receiving payments on a given day. Unless otherwise amended by the Corporation, the Cut Off Time shall beat twelve(12) noon durings business days.

"Device" means a smartphone, tablet or smart watch or any other device which is compatible for use with the MaSHOP Services

"Policies" means all applicable policies, notices, procedures, specifications, FAQs, guides and guidelines that are provided or made available to you, appear onthe App or are referenced in this Agreement.

"Recharge Limit(s)" means the limits of funds that you can transfer in a period of time to your Available Balance, as set by us from time to time, in your Account, including but not limited to recharge transfers, cash-in, reversals and any other forms of transfers into your Account. Currently, the recharge limit is Fifty Thousand Pesos (₱50,000.00) per day.

"Recurring Payment" means a payment authorization given by you to a merchant to charge your selected payment method at regular intervals for fixed or variable amounts over a specified time period.

"BSP" means the Bangko Sentral ng Pilipinas

“BSP Guidelines” means the latest payment service regulatory guidelines issued by the BSP, as amended from time to time.

"Peso (₱)" means Philippine Peso.

"Tax" means and includes all forms of taxation (including value addedtax) and statutory, governmental, national, local governmental or municipal impositions, duties, contributions, deductions, withholdings and lien imposed whether by the Philippines or by other jurisdictions

"Our Materials" means any software (including without limitation developer tools, sample source code, and code libraries), data, materials, content and printed and electronic documentation (including the Specifications and any integration guides) developed and provided by us or our Affiliates to you for download from the App. Our Materials do not include any software, data or other materials specifically made available by us or our Affiliates under separate license terms or that were created by a third party, including without limitation software provided under an open source license.

"Account" means the account you open with us for the use of the MaSHOP Services.

"MaSHOP Service(s)" means the MaSHOP services that you may avail via the App including but not limited to using the App to make purchases, cash-in, withdraw/redeem points in your Account and transfer funds within the Philippines.

ELIGBILITY FOR MASHOP APP SERVICES

This Agreement sets out the terms on which MaSHOP enables you register for an Account and use any of the MaSHOP Services.

Provision and language of the Agreement. A copy of the Agreement, as amended from time to time, is available to you via the App or the MaSHOP website. You may also request that we provide a copy to you by email, subject to our discretion. This Agreement forms a legally binding contract between you and MaSHOP.

Your eligibility. You may not use any Services and this Agreement will not be effective if:

You are not at least 18 years old and able to form a binding contract with us;
Your Agreement is terminated or the provision of your Account and/or the MaSHOP App have been put on hold in accordance with the terms of this Agreement; or
You are a person barred from receiving or using the MaSHOP App or not permitted to make or receive payments relating to the MaSHOP App under the laws of the Philippines.
If you do not meet these eligibility requirements you may not use the MaSHOP App and may not accept this Agreement.

Identification verification and anti money laundering and credit checks. We may require you to provide information to verify your identity or in order for us to carry out anti-money laundering and credit checks as a condition of providing the MaSHOP Services to you or before we permit you to make purchases, payments or receive, redeem or ads monetization from your Account. If you are an existing customer of a Philippine Bank, you consent to us requesting that the concerned Bank share your personal data with us for us to carry out such anti-money laundering and identification verification checks. If you would prefer that your Bank do not share your personal data with us, please inform us. In such circumstances, we may need to collect additional information directly from you in order to provide the MaSHOP Services to you. We may also make, directly or through any third party, any inquiries we consider necessary to validate information that you provide to us, including without limitation checking commercial databases or credit reports. While we will take steps to verify the identity of our users, we cannot and do not guarantee any user identity.

Security and your Credentials. Your mobile telephone number, biometric information and a password that you select will be used to access the App and for communications with you. You may also be prompted to answer several security questions or select other issued security access keys or credentials that maybe used to enable access to the MaSHOP Services and authorise transactions contemplated by this Agreement. You are responsible for maintaining the secrecy and security of your Credentials and should not disclose your Credentials to any third party. If any of your Credentials are compromised, you must notify us immediately by using the methods specified in the Contact Us provision above so that we can suspend use of your Account with the MaSHOP App in order to avoid unauthorized transactions. You will not be financially responsible for any use of your Account by an unauthorized person or for fraudulent transactions occurring before or after you properly notify us of the loss or compromise, unless:

You have acted fraudulently or negligently; or
You did not take reasonable steps to keep your Credentials safe and secure. You must notify us through the methods described in Contact Us section above if you wish to request us to unblock your Account after any issues with the security of your Credentials has been resolved.

You will comply with all Policies. You acknowledge and agree that we may establish general practices and limits concerning the use of the MaSHOP Services without prior notice to you, including without limitation individual or aggregate transaction limits on the value or number of transactions during any specified time period(s) and Recharge Limits. In addition to any applicable account limits and Recharge Limits, we may restrict transactions to or from your Account or limit access to your Accountin such amounts and for such time as we reasonably deem necessary to protect us or other users if:

We are subject to financial risk,
You have violated any term of this Agreement and the Terms and Conditions of Membership with MaSHOP,
Any dispute exists involving your Account or transaction conducted in connection there with, or
Needed to protect the security of our systems.

We may restrict access to your Account while we complete any pending investigation or resolve a pending dispute. We also may hold the funds or points in your Account as required by law or court order or if otherwise requested by law enforcement or any governmental entity. For the facilitation of the foregoing, your Account will show the Available Balance. You will only be able to use funds showing in your Available Balance for payments and transfers from your Account.

MaSHOP may change or suspend the provision of MaSHOP Services, in whole or in part, as necessary to perform maintenance or updates to any of the MaSHOP Services, or where MaSHOP has any concerns about the manner in which you use such MaSHOP Services.

MaSHOP will from time to time send you via the App messages on the various marketing and promotional messages. If you wish to stop receiving electronic commercials, please let us know.

ACCOUNT

How you can use your Account?

You can use your Account to:

Top-up your Account by transferring funds from a valid funding instrument such as your bank account, debit card or credit card, approved third party payment platforms, as may be available. We will provide you information regarding the availability of funding instruments
Transfer funds from your Available Balance to bank accounts held in your name or the name of a third party in the Philippines. Transfer of funds to third parties located outside of the Philippines will be accessible in due time and we will inform you about it once it is available;
Authorize payments to merchants and billers;
Make Purchases using the unique QR Code / Transaction generated in the App; and
Maketransfer from one MaSHOP Account to another MaSHOP account.

If you wish to cash-in or cash-out from your Account, you may do this through one of the valid funding instruments detailed above, or such other valid funding instrument as we may determine from time to time. The funding instrument must be associated with a billing address in the Philippines.

We treat all activities in respect of an Account to be yours. You must only use the MaSHOP Services to transact on your own account and not on behalf of any other person or entity. MaSHOP reserves the right to suspend transactions in your Account should there be suspicious or unusual activities, such as, but not limited to simultaneous transactions in varied locations, detected by our system.

Your Account is not an e-money account. You acknowledge that your Account is not a bank account. There is no overdraft facility available on your Account.

You acknowledge and agree that we may stop providing the MaSHOP Services to you as provided in the Agreement. You may stop using the MaSHOP Services at anytime. Further details on how you or we may terminate this Agreement are set out in the relevant section below.

Your Transaction History. Your Account will provide you with a history of the transactions that you make under this Agreement, including details of the purchases, amounts, the fees, charges and points or perks, the dates and times of execution and there ference numbers for each transaction.

Funding, payments and transfers are displayed in your Account and you should check your Account balance and transaction history regularly. You should report any irregularities or clarify any questions you have as soon as possible using the methods specified in the relevant section above.

Prohibited Payments. We reserve the right to impose acceptable use terms in relation to the operation of your Account and the provision of any MaSHO PServices including the prohibition of certain categories of transactions, for example, payments in relation to gaming, cryptocurrencies and all other virtual currencies by specifying these on the App. We will notify you in the event that we impose such terms in relation to your Account at least thirty (30) days before the terms are implemented.

You must not use your Account for any illegal purposes including without limitation fraud and money laundering. If you conduct or attempt to conduct any transaction in violation of these prohibitions we reserve the right (at our sole discretion) to:

Reverse the transaction,
Close or suspend your Account,
Report the transaction to the relevant law enforcement agency, and/or
Claim damages from you.

When we may refuse or delay your transactions. We may refuse to execute any transactions or orders or other use of the MaSHOP Services if we have reasonable grounds to suspect fraud, a breach of the Agreement by you or a violation of law. Transactions may also be delayed due to our or a third party's compliance with obligations under applicable anti-money laundering legislation, including if we or the relevant third party suspect a transaction involves fraud. In the event that we refuse to execute a transaction or order or other use of the MaSHOP Services, you will be notified and we will provide you with objectively justifiable reasons for the refusal, unless it is unlawful for us to do so, or would compromise reasonable security measures.

Supplemental Accounts. We may open a Supplemental Account at your request for the use of your dependents under the age of 18. You will be fully responsible for the use of any Supplemental Account which we will treat as forming part of your Account. This feature will be made available in due time.

Nominated Bank Account

To setup Account, MaSHOP will require you to link your MaSHOP Account with your Nominated Bank Account. You hereby agree and accept that we use your nominated Bank Account for availing MaSHOP Services in the MaSHOP App.

Your nominated Bank Account is where your MaSHOP membership perks, privilegesor monetized advertisement will be deposited or credited.

TOPPING UP AND RECEIVING PAYMENTS

Where you elect to top up your Account or receive any payments, you agree to comply with the following terms of this section.

Funds paid by you or a third party will be credited to your Account on the Business Day they are received. If we receive funds after the Cut Off Time on a Business Day or on a day that is not a Business Day, funds will be deemed to have been received on the next Business Day. We shall not be responsible for the funds until they are received by us.

In the event that the funds are subject to a reversal, we will deduct such reversed transaction from the balance of your Account. If your Account balance is insufficient to cover the reversal, we reserve the right to require repayment from you.

You should regularly reconcile incoming payments with your own records. You should be aware that the crediting of funds to your Account does not mean that these transactions cannot be reversed. We reserve the right to reverse a payment where the payer or the payer’s bank or payment service provider has reversed (or is reasonably likely to reverse) a payment to your Account.

All payments to us must be ascribed a clear and complete reference so that we can credit the funds into your Account. Further details as to what references must be used are set out on the App.

It is your responsibility to ensure that accurate, complete and correct references are ascribed for each incoming payment you make into your Account so that we can credit the funds into your Account. If no reference or an incorrect reference is provided then we will not be able to credit your Account. In such cases, we will not be liable for any loss you incur, although we will use reasonable efforts to investigate and credit or return incorrect and inaccurately referenced payments into or from your Account.

We will provide you, after the execution of a payment credited to you, with the following information:

a reference to enable you to identify the payment transaction andwhere appropriate the payer and any information transferred with the payment transaction,
the amount of the payment transaction in the currency in which the funds are at your disposal; and
the date on which the payment transaction was credited to your account.

The receiver of payment may also generate a unique QR Code through the App which the sender may use for sending payment.

We will endeavor to upgrade our system to provide you with automated referencing system to expedite the crediting process in your Account.

SENDING PAYMENTS

Where you elect to send a payment from your Account, you agree to comply with the following terms of this section.

We will consider any instruction for a payment transaction to have been authorized by you once you have given us consent to carry it out. You consent to making a payment by following the on-screen prompts when using the App.

Sending payments from your Account means either making payments from your Account to third party beneficiaries, instructing funds in your Account to be transferred to another account in your name with a third party or with drawing funds in cash.

All payment instructions must be made through the App. It is your responsibility to ensure that accurate, complete and correct payment instructions for the beneficiary of a payment (including payments to yourself) are provided to us through the App

If you provide incorrect beneficiary details we will not be liable for any loss you incur, although we will use reasonable efforts to assist you in the recovery of your payment. We reserve the right to charge you a fee to cover our reasonable costs for doing this. If we are unable to recover the funds on your behalf, we will, on receipt of a written request from you, provide to you all available relevant information in order for you to attempt to claim repayment of the funds at no extra cost.

You are required to provide us with any additional information that we request relating to a payment within two (2) Business Days of our request. You consent to us including your full name, address and account number (and any other details as a rerequired to enable us to comply with our anti-money laundering procedures) on the payment details to be sent to the beneficiary's bank or payment service provider.

You may revoke or cancel a payment instruction for a future outgoing payment transaction at any time prior to payment execution through the App. You are responsible for confirming via the App that a payment instruction has been received and processed by us. We are not liable for any loss in circumstances where erroneous duplicate payment instructions are sent by you.

If we receive a payment instruction by the Cut Off Time on a Business Day, your payment instruction will be deemed to have been received by us on that Business Day. If your payment instruction is received after the Cut Off Time or on a day that is not a Business Day, your payment instruction will be deemed to have been received on the next Business Day.

After the receipt of a payment instruction, we will provide you with:

a confirmation of the successful or unsuccessful initiation and execution of the payment instruction,
a reference number to track the status of the payment instruction,
the amount of the payment instruction, any related fees or charges, including the actual currency and conversion rates used, and withdrawal charges, where applicable; and
the date on which we received the payment instruction.

We will ensure that all payment instructions that we send to you or third party beneficiaries under your instructions are accompanied by the information required. You must notify us by telephone or in writing as soon as is reasonably practicable after you become aware of any unauthorized or incorrectly executed payments. Inorder to claim a refund for an unauthorized or incorrectly executed payment transaction on your Account you must notify us without undue delay after becoming aware of the unauthorized or incorrect transaction. We will not be liable for incorrectly executed payments where you have failed to provide prompt notice of such matters. We will use reasonable efforts to recover the funds from the incorrect recipient of the funds and the recipient’s payment service provider.

FREE OF CHARGE SERVICES

MaSHOP is not an electronic money institution or money remittance application, thus, sending and receiving payments using the App are free of charge as part of the complimentary services of MaSHOP. However, fees shall be applicable when transferring or depositing monetized advertisement to your nominated bank account.

MASHOP SERVICES IMPLEMENTATION

To use the MaSHOP Services, you must complete all required information elements on our registration process and open up an Account with us. If You do not meet our eligibility requirements, you may not be able to register and open an Account with us or your use of the MaSHOP Services will be limited.

Information requirements. All information that you provide during the registration process must be current, complete and accurate. You must update registration information promptly upon any changes so that it remains complete and accurate at all times. You agree to promptly provide any information or documents that we may require (for example, to verify your identity) or that may be required by law or our partner financial institutions to provide the MaSHOP Services.

You will comply with any technical and operational specifications provided or made available by us with respect to the MaSHOP Services (the “Specifications”). We will provide you with thirty (30) days prior notice of any changes to the Specifications provided below:

Modifications. We may make modifications, updates or upgrades to the MaSHOP Services, the App, and/or Our Materials and we will notify you of such modifications, updates or upgrades (as applicable) at least thirty (30) days in advance of such changes and the terms of the following section shall apply. In such circumstances, you will test and, if necessary, modify or upgrade your web App or service to ensure that it continues to operate properly with the then-current version of the MaSHOP App.

Devices. You will need an eligible Device in order to use the MaSHOP App and avail of its Services. You can request a list of eligible Devices by contacting us in through the information provided above. Devices that have been unlocked in an unauthorized fashion or otherwise modified may not be eligible to use the MaSHOP Services or the MaSHOP App.

Complaints. If you wish to make a complaint about the MaSHOP Services, you can make a complaint by notifying our Customer Support Team as above provided. We will ensure that all complaints are handled and addressed in a fair and timely manner. We will communicate with you regarding your complaint within a period of seven (7) calendar days from the date of receipt (unless you notify us that the complaint has been resolved). We will respond to you with a decision regarding your complaint within fourteen (14) calendar days from the date we receive the complaint.

FEES AND PAYMENT TERMS

You agree to pay all applicable fees whenever you use the MaSHOP Services either directly with Us, our Affiliates. We will notify you of the applicable fees from time to time but prior to you authorizing a payment transaction.

We reserve the right to change our fees at any time. Fees are assessed against the amount of the transactions, including all applicable charges (e.g., shipping, taxes, etc.). All e-money and all fees, charges, and payments collected or paid through the MaSHOP Services are denominated in Philippine Peso. All changes to fees will be notified by MaSHOP to you via email or the App, as MaSHOP may determine at its sole discretion and in accordance with the terms of this Agreement.

To the extent permitted by law, if there are any outstanding amounts payable to us, you hereby authorize us to automatically deduct from your Account the outstanding amount of any fees or other sums you may owe us under this Agreement. If you owe us an amount that exceeds the Balance on your Account, we may charge or debit the funding instrument or you will pay us the full amount of the outstanding upon receipt of an invoice from us for such amounts. You will be liable for and pay us upon invoice all costs associated with collection in addition to the amount collected.

In the event there is an error in the processing of any transaction, you authorize us to initiate debit or credit entries to your Account to correct such error, provided that any such correction is made in accordance with applicable laws.

You are responsible for determining any and all taxes and duties assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with any request for or performance or use of the MaSHOP Service, your use of the App, the sale or purchase of any products or services, or otherwise in connection with any action, inaction, or omission by you. You also are responsible for collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority. We and our Affiliates are not obliged to determine whether Taxes apply and are not responsible for calculating, collecting, reporting, or remitting any Taxes to any tax authority arising from any transaction.

TERM AND TERMINATION

This Agreement will commence on when it becomes effective pursuant to the terms above and, will continue until terminated in accordance with the provisions set out herein.

You may terminate this Agreement at any time by contacting our Customer Support Team as provided in the relevant section above and closing your Account. Upon closure of your Account, any pending transactions will be cancelled.

We reserve the right to refuse to provide or discontinue the MaSHOP Services to any person or entity at any time for any lawful reason.

We may terminate the MaSHOP Services and this Agreement, for any reason at anytime by providing prior written notice to you. Without limiting the foregoing, we may also suspend the MaSHOP Services and block access to your Account in accordance with the relevant sections of this Agreement.

If after termination of the Agreement there are funds in your Account, upon your request, we will redeem the full amount of the outstanding Balance in your Account. You may request redemption of your funds to be provided in cash or by transfer to your authorized bank account registered in the App. We will process your redemption request within one (1) month of receipt of your request. We will do our best to provide redemption of the funds on your Account by the method you have chosen; however, we retain a discretion to determine the method to be used based on the amount of funds that you hold.

We will not be liable to you for compensation, reimbursement, or damages of any kind, direct or indirect, including damages on account of the loss of prospective profits, anticipated sales, goodwill, or on account of expenditures, investments, or commitments in connection with your use of the MaSHOP Services, or in connection with any termination or suspension of the MaSHOP Services. Upon termination of this Agreement for any reason:

you will remain liable for all fees, charges and other payment obligations that have been incurred before the date of termination with respect to the MaSHOP Service,
your access to the App will be terminated, and
you will no longer be able to make any purchases on the Marketplace.

Any payment obligations under this Agreement that have been incurredbeforethedate of termination and any other terms which by their nature are intendedtosurvive the termination of this Agreement, shall survive and remain in effect uponthe termination of this Agreement.

SERVICE AND ACCOUNT SUSPENSIONS

We may suspend the MaSHOP Services and block access to your Account (including without limitation the funds in your Account) if:

you have violated the terms of this Agreement;
we determine that you pose an unacceptable credit or fraud risk to Us;
you provide or have provided false, incomplete, inaccurate, or misleading information (including without limitation any registration information) or other wise engage in fraudulent or illegal conduct;
we have security concerns regarding your Account, including your Credentials; or
we suspect unauthorized or fraudulent use of your Account or any paymentinformation in your Account.

In such cases we will inform you of the suspension of your Account and the reasons for it, where possible, before the suspension, and at the latest, immediately thereafter, unless we determine giving such information would compromise security concerns or is prohibited by applicable law. We will reactivate your Account or Credentials, or replace it or them (as applicable), once we have resolved the reasons for suspension. You must notify us through the methods specified in the relevant section above if you wish to request us to reactivate your Account.

DATA PROTECTION

We use your personal data in the manner set out in our Privacy Policy and as further described in this Agreement. Our Privacy Policy is available in the App.

By using the MaSHOP Service and App, you consent to the collection and use of your personal data in the manner set out in the Privacy Policy.

If we decide to change our Privacy Policy, we will post those changes on the Privacy Policy page so that you are always aware of what information we collect, how we use it and under what circumstances we disclose it. You should check the Privacy Policy frequently for changes.

We will protect your personal data and maintain its confidentiality includingwhereitis held by an agent or third party on behalf of us and ensure that we haveinplaceand maintain adequate policies, procedures and controls. We will not discloseyourpersonal data unless:

required to do so by applicable laws and regulations, by BSPor othercompetent authority in the Philippines, or
the disclosure is made with your prior written consent.

We will have in place and maintain adequate policies, procedures and controls, as well as employee awareness training, to protect your personal data and to identify, act to prevent and resolve any information security breaches.

WARRANTIES

Each party represents and warrants that it has full power and authority toenter into the Agreement.

You warrant to us that:

You are eligible to register and use the MaSHOP Services and have the right, power, and ability to enter into and perform under this Agreement;
The name identified by you when you registered is your name;
Any sales transaction submitted by you will represent a bona fide sale by you as described on the App;
You will only use the MaSHOP Services to transact on your own account and not on behalf of any other person or entity;
You and all transactions initiated by you will comply with all applicable laws, rules, and regulations, including any applicable tax laws and regulations;
You will not use the MaSHOP Service or App, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the MaSHOP Service; and
You are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations SecurityCouncil, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its memberstates, or other applicable government authority.

We and our Affiliates (and their licensors) make no express warranties or representations with respect to the provision of the MaSHOP Services. In particular, we, and our Affiliates (and their licensors) do not represent or warrant to you that your use of the MaSHOP Services will meet your requirements or that the operation of the Services will be uninterrupted, virus-free, secure or error-free or that any information obtained by you as a result of your use of the Services will be accurateor reliable.

No conditions, warranties or other terms (including any implied terms as to satisfactory quality, fitness for purpose or conformance with description) apply to the MaSHOP Services except to the extent that they are expressly set out in this Agreement.

LIABILITY

Nothing in the Agreement will exclude or limit either party’s liability for fraud, fraudulent misrepresentation or any other liability which may not be lawfully excluded or limited by Applicable Law.

Subject to the applicable sections above, we, and our Affiliates (and its licensors), will not be liable to you for any:

economic losses (including, without limitation, loss of revenues, profits, contracts, data, business, anticipated savings);
cost of substitute services;
loss of goodwill or reputation; or
special, indirect or consequential losses, and
suffered or incurred by you arising out of or in connection with this Agreement, in any case, whether or not such losses were within the contemplation of the parties at the date of this Agreement.

Unless expressly provided, our total liability arising out of or in connection with this Agreement will be limited to no more than an amount equal to Fees paid and / or payable by you for the preceding twelve (12) month period of the year in which the cause of action giving rise to the liability arose, or such prorated amount if the MaSHOP Services have been provided for a period less that twelve (12) months.

Unless otherwise provided in this Agreement, MaSHOP and our Affiliates (and their licensors), will not be liable to you for any loss or damage which may be incurred by you as a result of:

any reliance placed by you on the completeness, accuracy or existence of any advertising, or as a result of any relationship or transaction between you and any advertiser or sponsor whose advertising appears on the App;
any change which we may make to the MaSHOP Services, the App, or any permanent or temporary cessation or suspension in the provision of the MaSHOP Services (or any features within the MaSHOP Services);
malfunction of the MaSHOP Services or the App;
the deletion of, corruption of or failure to store any communications data maintained or transmitted by or through your use of the MaSHOP Services, or the App;
your failure to provide us with accurate account information,
any fraudulent use of the MaSHOP Services by you;
any delay or failure to comply with our obligations under this Agreement if the delay or failure arises from any cause which is beyond our reasonable control; or
our termination or suspension of the MaSHOP Services.

INDEMNITY

You will indemnify, defend and hold harmless MaSHOP, our Affiliates and/or anyfinancial service provider with whom MaSHOP has an agreement in relationtoor inconnection with the MaSHOP Services(the "Indemnified Persons") harmless from and against any and all third party claims brought against any Indemnified Persons and all liability, loss and expenses (including damage awards, settlement amounts, andreasonable legal fees) incurred or suffered by the Indemnified Persons, arisin gout of or in connection with:

any actual or alleged breach of your representations, warranties, orobligations set forth in this Agreement, including without limitation any violation of our Policies;
any actual or alleged infringement, misappropriation or violation of anythird-party rights (including intellectual property rights) or applicable law;
any transaction submitted by you through the MaSHOP App;
your negligence, strict liability or intentional misconduct; and/or
your use of the MaSHOP Services or App otherwise than as permitted by this Agreement.

MASHOP PERKS AND PRIVILEGES

MaSHOP provides unparalleled perks and privileges to our loyal users. These perks and privileges will include the following:

MaSHOP discounts;
MaSHOP loyalty reward points;
MASS Line; and
MaSHOP Family Support.

Details for entitlement and other terms and conditions governing the grant of the above perks and privileges will be provided in the MaSHOP App or Website. However, the basic requirement of regularly maintaining the prescribed minimum account balance prescribed in the App or the Website must be observed in order to activate or be entitled for MaSHOP perks and privileges.

Further, MaSHOP members must maintain their accounts active. Thus, if a member does not engage in any transactions, such as, but not limited to, purchasing, loading, selling, transferring payments, or leaving comments and reviews, within three (3) consecutive months, their benefits for advertising monetization and the like will be temporarily blocked. The account will be reactivated upon request. MaSHOP reserves the right to permanently block the account when a member’s account has been temporarily blocked for three (3) consecutive times due to inactivity. Finally, if the Merchant refuses to recognize the discount to the members of the MaSHOP community when presented for availment in the partner merchant store, or withdraws such discount privilege without prior authorization from the MaSHOP management, the same shall also be a ground for temporary freezing of the perks and monetization privileges, unless the concerned Merchant resumes the said discount privilege.

TERMS AND CONDITIONS FOR MERCHANTS

1. MaSHOP Merchants are obliged to provide exclusive discounts to MaSHOP users. Such discounts offered in the MaSHOP App or Website shall not be offered to any other platforms or similar applications. Further, such discount offered shall not be lower than, or similar with, the discount offered by the Merchant to the general market at any given time. Violation of this provision will result to a penalty equivalent to thirty percent (30%) of the gross sales per day and temporary suspension of advertising monetization perks. Such penalty will remain until the concerned merchant rectifies its non-compliance with this provision. Once the merchant corrects its violation, such merchant will be entitled to a fifteen percent (15%) rebate (or half of the 30% penalty) per day reckoned from the date the violation was reported to MaSHOP until the lifting of the said sanction.
2. To offer discounts, MaSHOP Merchants may generate a unique QR Code / Payment Request Transaction for Generic or Specific Transactions. Generic Transactions mean purchases with similar discount privileges while Specific Transactions mean purchases of specific products with specific discount privileges. In Specific Transactions, discount privileges must not be lower than ten percent (10%) and must not bemore than ninety (90%).
3. Merchants shall endeavor to provide an accurate description of their Products. MaSHOP does not guaranty that such description is accurate, current or free from error. In the event that the Product received or bought by the Buyer is of a fundamentally different nature from the Product as described on the Appand which the Buyer has ordered, the rules and regulations on return or refund policy under relevant laws shall exclusively apply to the Merchant. MaSHOP shall not be liable for any misrepresentation or damage caused by the product sold by the Merchant.
4. In case of questions or complaints, please contact MaSHOP using the “Contact Us” page on the Platform. MaSHOP will liaise with Merchants on your questions and complaints.
5. The implied warranty under the New Civil Code of the Philippines against hidden defects and the rights of a consumer under Title III, Chapter III of the Consumer Act of the Philippines shall apply.
6. Digital Discounts Terms and Conditions:

GENERAL PROVISIONS

This Agreement, constitutes the entire agreement between the parties in relationto its subject matter and supersedes any previous contracts or arrangements of anykind between the parties relating to its subject matter. Except as expressly stated otherwise in this Agreement, no modification or amendment of this Agreement will be binding on us unless set forth in writing and signed by us.

Communications with us. When you visit the App or send e-mails to Us, you are communicating with us electronically. We communicate with you via the App and the e-mail address we have on file for you. By registering for the MaSHOP Services and accepting the terms of this Agreement, you affirmatively consent to receive notices electronically from us. We may provide all communications and information related to the MaSHOP Services and your Account, including without limitation agreements related to the MaSHOP Service, amendments or changes to such agreements or any Policies, disclosures, notices, transaction information, statements, responses to claims and other customer communications that we may be required to provide to you by law (collectively, “Communications”) in electronic format.

Communications may be posted to the App or sent by e-mail, and all such Communications will be deemed to be in “writing” and received by and properly given to you. You are responsible for printing, storing and maintaining your own records of Communications, including copies of this Agreement. This condition does not affect your statutory rights, including the right to request a copy of this Agreement.

Amendments.MaSHOP is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that MaSHOP may provide a new service from time to time by providing you with notice in accordance this section of the Agreement. Should you wish to use such new service(s), their respective terms and conditions apply. In addition we may:

1. Modify the terms of this Agreement, the Specifications, any Policy, or the features of the MaSHOP Services at any time. Save for any material amendments or changes to the Marketplace, we will provide you with at least thirty (30) days’ notice before making any changes, unless: (a) the change needs to be implemented sooner in order to comply with the laws and / or regulations of the Philippines; or (b) the changes should be implemented with immediate effect for the best interest of you and us. In such circumstances we will notify you as soon as possible. We will notify you of changes through the App. If you do not agree to any change to this Agreement, the Specifications, any Policy or feature of the MaSHOP Service, you may terminate this Agreement and close your Account without charge to you for such termination. You will be deemed to accept the changes to Policies, the Specifications, this Agreement, or the features of the MaSHOP Services (as applicable) if you do not terminate this Agreement by the date which is thirty (30) days from the date that we notified you of the change.
Assignment. You may not assign or transfer any rights, obligations, or privileges that you have under this Agreement without our prior written consent. Subject to the foregoing, this Agreement will be binding on each party’s successors and permitted assigns. Any assignment or transfer inviolation of this section will be deemed null

Waiver.To be effective, any waiver by a party of any of its rights or the other party’s obligations under this Agreement must be made in a writing signed by the waiving party. No failure or forbearance by either party to insist upon or enforce performance of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement or otherwise constitutes a waiver or relinquishmentto any extent of such party’s right to assert or rely upon any such provision, right, orremedy in that or any other instance; rather, the same will be and remain infull force and effect.

Severance.If any portion of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect and, upon our request, the court will construe any invalid or unenforceable portions in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from this Agreement and the rest of the Agreement remains infull force and effect.

Governing law and jurisdiction.This Agreement shall be governed by and construed in accordance with the laws and regulations of the Philippines. Any dispute arisingout of this Agreement shall be submitted first to arbitration, the proceedings for which shall be strictly confidential. The selection of arbitrators, as well as the arbitration institution shall be in accordance with Philippine laws. The language for arbitration shall be in English.

Entire Agreement.This Agreement constitutes the entire agreement of the parties with respect to the subject matter of this Agreement, and supersedes and cancels all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter of this Agreement. Except as expressly provided above, no modification or amendment ofthis Agreement will be binding on us unless set forth in writing and signed by us.

By selecting the "Continue" tab at the starting screen, you confirm that you have read this Agreement, you agree to all terms, conditions, and notices contained or referenced in this Agreement and you provide your express consent to the same.

To contact customer care: By email: mashopdev@gmail.com

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