CLAUSE 1: DEFINITIONS AND INTERPRETATION
VIVIAMO is the owner and manager of E-Commerce Website https://www.ilovebdj.com, on which VIVIAMO is offering products/goods and/or services.
- VIVIAMO’s Affiliate Platform
The online Platform is provided by VIVIAMO, which enables the Affiliate to participate in the VIVIAMO Affiliate Program and provides the Affiliate with statistical and financial information. Via VIVIAMO’s Affiliate Platform, the Affiliate is able to find all the necessary information and materials, including: Affiliate’s performance, retrieve advertising materials, access to Affiliate’s amount of commission.
Entity or individual is Party B of this Agreement entitled to publish VIVIAMO’s Affiliate Hyperlink and Advertising Materials via Affiliate’s Media.
- Affiliate’s Media
Affiliate’s Media means all promotional media, including but not limited to website, application and newsletter as approved by VIVIAMO.
- Affiliate Program
VIVIAMO’s affiliate program which rewards Affiliate based on a Per-Sale commission structure via Hyperlinks on the Affiliate’s Media.
Transactions which are not eligible for commission payout. Chargeback includes but is not limited to:
- Fraudulent & invalid transactions (including transactions identified manually or by the means of automated fraudulent order check tools used by VIVIAMO);
- Cancelled transactions by customers;
- Customer returns;
- Failed deliveries.
A user’s call of a hyperlink for the Affiliate Program, leading to the VIVIAMO’s Product.
The fee received by an Affiliate for delivering a sale or an agreed action excluding Chargeback.
A consumer who accesses the Advertising Media of the Affiliate or the VIVIAMO Product, and places an order.
A link to the VIVIAMO’s Product in the form of the exact URL, provided via the Affiliate Program, for use by the Affiliate in the Affiliate’s Media (e.g. registered websites), that identifies the Affiliate.
- Sale (also known as order or transaction)
The act of purchasing a product or service by one of VIVIAMO’s customers via the Hyperlink. Payout is based on net sales (valid sales).
- SEM (Search Engine Marketing)
The acronym which means search engine marketing and includes any form of online marketing that seeks to promote websites by increasing their visibility in search engine result pages through the use of paid placement, contextual advertising or paid inclusion.
- SEO (Search Engine Optimization)
The acronym which means search engine optimization and includes the process of (i) improving the volume or quality of traffic to a website or a web page from search engines via “natural” or un-paid (“organic” or “algorithmic”) search results, or (ii) realizing or creating an improved or better ranking in search engine results for a specific keyword or keywords.
- Advertising Material
Including but not limited to banner, pop-up or any product information shown in equivalent forms.
- Sign-Up Form
The Sign-up form that is accessible via the Affiliate Program for registration to the Affiliate Program.
- View (or impression)
The number of times which an advertisement is shown on the Advertising Media.
CLAUSE 2: CONTRACT FORMATION
An agreement between VIVIAMO and the Affiliate in respect of the placement of VIVIAMO advertising materials shall be formed exclusively via VIVIAMO platform’s application procedure, in the context of which the Affiliate shall submit an application to participate in the Affiliate Program, thereby accepting the terms and conditions of this Agreement. The Sign-Up Form together with this Agreement and the acceptance into the program will together constitute a framework agreement between VIVIAMO and the Affiliate. In the case of a conflict between the Sign-Up Form and this agreement, this agreement shall be the governing document.
CLAUSE 3. SCOPE OF WORK
- Scope of work shall be the participation in the Affiliate Program and promotion for VIVIAMO by the Affiliate as an Affiliate in the context of VIVIAMO’s Affiliate Platform. To this end, VIVIAMO shall make a selection of Advertising Materials available to the Affiliate as an advertiser via the VIVIAMO’s Affiliate Platform.
- The Affiliate shall be solely responsible for placing Advertising Materials on Affiliate’s Media registered in the VIVIAMO Affiliate Program. Subject to VIVIAMO’s rights under this Agreement or otherwise, the Affiliate shall be free to decide whether and how long to place the VIVIAMO advertising materials on the Affiliate’s Media, unless otherwise required by VIVIAMO. The Affiliate shall be entitled to remove the Advertising Materials at any time. The Affiliate is only allowed to place VIVIAMO advertising materials on the Advertising Media provided that such Advertising Media has been registered with and approved by VIVIAMO.
- In return for the Successful Brokerage, the Affiliate shall receive from VIVIAMO the Commission, which shall depend on the extent and real net value of the service.
- The Affiliate Program shall not establish any other contractual relationship between the Parties that goes beyond this Agreement.
- The Affiliate’s own terms and conditions shall require the express written consent of VIVIAMO and shall therefore not be applicable even if VIVIAMO does not object to their validity.
CLAUSE 4: OBLIGATIONS AND COVENANTS OF THE AFFILIATE
- The Affiliate shall be expressly prohibited from using and/or modifying the Advertising Materials and content accessed via the VIVIAMO’s Affiliate Platform other than as expressly allowed under the terms of this Contract without VIVIAMO’s prior written agreement.
- The Affiliate shall not, without prior written consent by VIVIAMO, be allowed to use advertising e-mails (the “EDM”) to promote VIVIAMO. The Affiliate has to make sure that all e-mail address were generated over a double opt-in e-mail, in consideration of all necessary restrictions. VIVIAMO will be free of all third-party requirements in case of issues because of the mailing Affiliate. The Affiliate guarantees that they take responsibility in case of complaints concerning the e-mail. The Affiliate is not allowed to use the brand “VIVIAMO” within the e-mail address, within the URL, within the source code, and within the subject of the e-mail. The Affiliate has to make sure that it is clear that the e-mail comes from an Affiliate and not from VIVIAMO directly. The e-mail has to be approved by VIVIAMO before it will be sent. The Affiliate has to compensate the costs in case of breach of third party requirements or breach of the above restrictions.
- The Affiliate shall be responsible for the content and routine operation of the Affiliate’s Media or other relevant Affiliate Media, such as networks’ sub affiliate and shall, for the term of this Agreement, place no content on said Affiliate Media or other relevant advertising media that breaches applicable law, public morals or third-party rights. Prohibitions shall include, but not be limited to, representations that glorify violence, sexual and pornographic content and illustrations, misleading statements or discriminatory content (e.g. in respect of gender, race, politics, religion, nationality or disability). Such content may neither be mentioned on the Affiliate’s Media or other relevant advertising media, nor may links be created from the Affiliate’s Media or other relevant advertising media to corresponding content on other websites.
- The Affiliate’s Media or other relevant advertising media shall not conduct, undertake, use, perform or exercise deal, torrent or streaming activities without VIVIAMO’s prior consent.
- The Affiliate shall be prohibited from creating and/or maintaining websites/apps that might lead to risk of confusion with the web presence of VIVIAMO. The Affiliate shall neither be allowed to mirror said presence nor to copy graphics, texts or other content from VIVIAMO website. It is strictly prohibited to crawl any of VIVIAMO’s webpages. In particular, the Affiliate shall avoid creating the impression whether publically or privately that the Affiliate’s Website is a project of VIVIAMO or that its operator is economically linked to VIVIAMO in any way or any other relationship or affiliation between the Affiliate and VIVIAMO that goes beyond the VIVIAMO Affiliate Program and this Agreement. Any use, by the Affiliate, of materials or content from VIVIAMO web presence or its logos or brands shall require VIVIAMO prior written approval.
- The Affiliate shall be liable, vis-à-vis VIVIAMO, for ensuring that its advertising content are neither in direct nor in indirect breach of domestic or foreign third-party property rights or other rights that do not meet any special statutory protection.
- It is strictly prohibited to drive SEM and other keyword-based advertising traffic using the VIVIAMO brand or private labels, to VIVIAMO’s Product. In other words, “VIVIAMO” and other similar words which could be misleading as VIVIAMO must be entered as a negative keyword.
- Advertising VIVIAMO through social media activities (including but not limited to Facebook, Pinterest, Twitter) is granted upon request and should not include any trademarks of VIVIAMO, or display misleading content (i.e. that may look like official VIVIAMO social media activities).Social media activities through Facebook platform shall be run through a “Fan Page” only and not through a “Personal Page” in accordance with Facebook’s policy. Inclusion of hyperlinks for every social media post is required unless done in a platform where doing so would not be possible.
- Posting of affiliate links through VIVIAMO’s Official Facebook pages is strictly prohibited. In case of a violation, a 30% deduction will be applied to the affiliate’s next payout. Should the violation be repeated, the affiliate will be blocked from the VIVIAMO Affiliate Program.
- The Affiliate shall not set up campaigns on third party Affiliate Networks. The Affiliate is only allowed to direct its own traffic and/or its own sub affiliate traffic in case of networks, to the VIVIAMO‘s Product.
- The Affiliate shall warrant that it will set cookies only if advertising material made available by the VIVIAMO Affiliate Program is in visible use on the Affiliate’s Website and the user clicks voluntarily and consciously. The use of layers, add-ons, iFrames, pop-up, pop-under, site-under, Auto-redirect advertisements which automatically redirect the user to Advertiser websites without the user’s engagement or action (e.g. click, touch), cookie dropping, postview technology, misleading advertisements that result in misleading clicks that display expected content, shall not be permitted and are strictly prohibited. In particular for Apps campaigns, advertisements that result in forced installations of Advertiser applications. For clarification purposes, forced-installation also includes the act of not asking the Users for permission before initiating a download/ redirect.
- The use of offers, creative or brand names for any case of competition or lottery is strictly prohibited
- The Affiliate may promote vouchers that VIVIAMO has approved explicitly for Affiliate or communicated by means of Affiliate newsletters. The promotion of other vouchers, including but not limited to end customer newsletters, print advertisements or customer service contacts, shall not be permitted and strictly prohibited.
- Any breach, by the Affiliate, of its obligations stipulated in this Agreement or any other industrial property rights or copyrights of VIVIAMO shall entitle VIVIAMO to terminate this Agreement for good cause in accordance with the statutory provisions. This shall not affect any additional claims against the Affiliate to which VIVIAMO is entitled. In particular, VIVIAMO shall be entitled, vis-à-vis the Affiliate, to withhold or cease all and any services related to said Affiliate.
- The Affiliate shall remove VIVIAMO advertising material without delay from the Affiliate’s Website if VIVIAMO requests it to do so.
- If VIVIAMO is sued by third parties on account of the Affiliate’s breach of contractual obligations or on account of the Affiliate’s violation of a statutory provision in relation to the placement of VIVIAMO advertising material, the Affiliate shall be obliged to indemnify VIVIAMO against all third-party claims that are asserted on account of the aforementioned breaches. If, for its legal defense, VIVIAMO requires the Affiliate to provide information or explanations, the Affiliate shall be obliged to make the same available to VIVIAMO within necessary period no later than three (03) days and also to provide reasonable support to VIVIAMO in its legal defense.
- In addition, the Affiliate shall compensate VIVIAMO for any costs resulting from a claim by third parties on account of the infringement of the aforementioned rights and/or obligations; such costs shall, for example, include lawyers’ fees, court or other dispute resolution costs, particularly costs of independent proceedings for taking evidence, damages and other disadvantages that VIVIAMO suffers thereby.
- The Affiliate shall not take advantage of any platform limitations. Exposing procedures which override VIVIAMO rules on purchases including, but not limited to, voucher usage and shipping fees is prohibited.
- The Affiliate shall not purchase any Product(s) through his/her own Affiliate promotions. Similarly, the Affiliate shall not request or encourage any of his/her friends, relatives, or associates to purchase any Product(s) through Advertising materials provided by VIVIAMO for resale or commercial use of any kind.
- The Affiliate covenants that it has and will maintain all licenses, permits, approvals, registrations or the like, to perform the matters contemplated under this Agreement and that it shall carry out this Agreement in compliance with relevant law of Philippines, particularly the Law on Advertisement, its guiding legislation and legal provisions on data privacy.
- In the event of a breach, (including but not limited to the use of non- permitted traffic and sources, fraudulent actions or the violation of the terms stated in this Agreement), VIVIAMO reserves the right to deem as chargeback: (i) any pending payment owed to the Affiliate, (ii) the total amount of the payout for the period when the breach was found, (iii) any future payout earned by the affiliate proven to have originated from the breach or violation. In the case of a violation originated by an identified Affiliate network sub Affiliate an additional chargeback can be applied equivalent to 30% of the sub Affiliate payout.
CLAUSE 5: SERVICES BY VIVIAMO
- Once the Affiliate has been admitted to the VIVIAMO Affiliate Program, it shall be provided with a wide range of advertising materials, which shall be adapted at regular intervals in line with the product range and seasonal influences. The Affiliate may request individual provision of formats or newsletter templates from VIVIAMO at any time.
- VIVIAMO shall operate its website and the services offered thereon, such as the provision of product feed, within the limits of the technical capacities available to VIVIAMO. VIVIAMO shall not be obliged, within these limits, to provide error-free and interruption-free availability of the website. The quality and correctness of the products, advertising material and csv files offered on the VIVIAMO’s Affiliate platform shall fall within the exclusive discretion of VIVIAMO.
- All activities of the Affiliate shall be logged via the platform tracking system and made accessible to the Affiliate via the platform statistics and reports. The commission that VIVIAMO pays to the Affiliate shall be based on the brokered orders and the resulting net shopping basket value. The Commission is calculated in according to Article 7.3 and Article 8.3 of this Agreement.
- The Affiliate shall, in the context of its participation in the platform and in accordance with the terms and conditions that the Affiliate agreed with VIVIAMO in this respect, be entitled to receive a commission from VIVIAMO in relation to net transactions that are generated, by its active promotion of VIVIAMO on the Affiliate’s Website/App, within the first session and for thirty days thereafter if the action of using the Advertising materials is leading to a net transaction and it is the last paid marketing advertorial the end-user is using.
CLAUSE 6: LIABILITY OF VIVIAMO
- In the event of an ordinarily negligent breach of an obligation which is material to the achievement of the contractual purpose (material contractual obligation), the liability of VIVIAMO shall not exceed the total of the commissions paid or payable to the Affiliate under this Agreement in the six months immediately prior to when the event giving rise to the most recent claim of liability occurred.
- No further liability on the part of VIVIAMO shall exist.
- The aforementioned limitation of liability shall also apply to the personal liability of VIVIAMO employees, representatives and executive bodies.
CLAUSE 7: AFFILIATE COMMISSION FOR TRANSACTION GENERATED FROM VIVIAMO WEBSITE (NON-APP)
- VIVIAMO agrees to pay a commission on sales generated by the traffic coming from the Affiliate’s Website. In order to reward best performing Affiliate, VIVIAMO has put in place a category-based commission structure for transactions generated from VIVIAMO’s Affiliate platform. The commission structure could be referred via http://www.ilovebdj.com/bellaffiliateprogram
- Commission is calculated from the net shopping basket valuea. Commission is calculated from the net shopping basket value** Net shopping basket value = Product listing price – Voucher value
- Publisher Payout (PP) = [Net shopping basket value x Commission rate]
- The commission structure can be modified at any time by adding or reducing points of commission to selected affiliates, in order to incentivize best practices and harmonize Affiliate’s performance. Please refer Clause 12.3 for more information
- Without prejudice to other rights or remedies available to VIVIAMO, VIVIAMO has the right to withhold, and the Affiliate agrees that it shall not be eligible for, any commission otherwise payable under this Agreement if VIVIAMO determines that the Affiliate is not in compliance with any requirement or restriction under this Agreement, including but not limited to those relating to the prohibited content in Clause 4, or if there are technical errors, such as improper link formatting, by the Affiliate. In the case of a violation originated by an identified Affiliate, an additional chargeback can be applied equivalent to 30% of the sub Affiliate payout in case it would be agreed by both Party to keep working together for the sake of the partnership continuity.
CLAUSE 8: AFFILIATE COMMISSION FOR TRANSACTION GENERATED FROM VIVIAMO APP
- VIVIAMO agrees to pay a commission on sales generated by the traffic coming from the Affiliate’s Website/App. VIVIAMO offers commission per net order excluding chargeback. The commission structure could be referred via http://ilovebdj.com/bellaffiliateprogram
- The commission structure can be modified at any time by adding or reducing points of commission to selected affiliates, in order to incentivize best practices and harmonize Affiliate’s performance. Please refer to Clause 12.3 for more information.
- Without prejudice to other rights or remedies available to VIVIAMO, VIVIAMO has the right to withhold, and the Affiliate agrees that it shall not be eligible for, any commission otherwise payable under this Agreement if VIVIAMO determines that the Affiliate is not in compliance with any requirement or restriction under this Agreement, including but not limited to those relating to the prohibited content in Clause 4, or if there are technical errors, such as improper link formatting, by the Affiliate.
CLAUSE 9: TRACKING METHODOLOGY
- VIVIAMO and the Affiliate agree that tracking and reporting are being carried out by VIVIAMO’s Affiliate Platform by which a cookie is dropped on the user’s browser to track transaction back to each specific affiliate and by which the device ID is used to track transactions generated from VIVIAMO app.
- VIVIAMO attributes a browser transaction to the Affiliate which is in the last position of the click chain. For mobile app orders, a 7-day post-click attribution is used and the order is attributed to the last affiliate link clicked, regardless of clicks to other marketing channels’ links.
- Cookie will last for 30 days while the device ID is tracked for 7 days.
- In the event that a transaction is not tracked in the manner contemplated under Clause 9.1, 9.2 and 9.3, VIVIAMO shall have the right to track the volume of transactions attributed to the Affiliate based on VIVIAMO’s own data.
CLAUSE 10: PAYMENT
- Affiliate can login into the VIVIAMO’s Affiliate Platform to view their accumulated commission one hour after conversions are made and a first payment check has been performed. When requested by the Affiliate and deemed necessary, a technical integration can be established between VIVIAMO’s Affiliate Platform and the Affiliate’s system. In the event of any discrepancy of data between the platform of VIVIAMO and the Affiliate, VIVIAMO’s data shall prevail. Under no circumstances will data from the Affiliate’s system be used to measure payable amount
- VIVIAMO will issue monthly an invoice for all tracked, delivered and non-returned sales in the previous month for billed amount exceeding 25 USD payout (cumulative).
- Affiliate will be paid within 30 days after VIVIAMO has issued an invoice. For Affiliates based outside the Philippines and are paid through bank transfers, an accumulated commission of 200 USD is needed for the invoice/s to be processed.
- Payment to the Affiliate will be done once a month.
- VIVIAMO reserves the right to withhold any payment below 25 USD to be accumulated and paid in the next payment period (if the accumulated amount exceeds PhP500 at the end of the next month).
- For Partners residing outside the Philippines, VIVIAMO reserves the right to request for certification notarized and consularized by the Philippine embassy in their country of residence. If the Partner cannot provide certification, the Partner will be charged 25% – 30% withholding tax as mandated by the tax authority (25% for individuals and 30% for corporations).
- All payment made from VIVIAMO to the Affiliate will be in the form of either direct bank transfer or via PayPal to the account provided by the Affiliate. VIVIAMO is solely responsible for all incurred financial institution processing fees.
- The Affiliate shall be solely responsible for payment of all taxes on its own income. If the payment is subject to withholding taxes, VIVIAMO shall deduct such from the payment, pay to the Affiliate the net amount and upon request by the Affiliate, VIVIAMO shall provide the Affiliate a certificate or any equivalent document of the taxes withheld.
- Affiliate shall issue an official receipt to VIVIAMO for each payment of commission by VIVIAMO.
CLAUSE 11: ORGANISATION AND INDEPENDENCE OF THE AFFILIATE
- VIVIAMO and the Affiliate are independent contractors, and nothing in this agreement will create any partnership, joint venture, agency, franchise or sales representative relationship between the Parties. The Seller will have no authority to make or accept any offers or representations on behalf of VIVIAMO.
- The Affiliate shall not subcontract any of its rights or obligations under this agreement without prior written consent of VIVIAMO.
CLAUSE 12: TERMS OF AGREEMENT, AMENDMENT AND TERMINATION
- The term of this Agreement shall be based on the duration of the Affiliate’s membership of the VIVIAMO Affiliate Program.
- Following termination of the contract, the Affiliate shall, without being requested to do so, immediately delete the information and advertising material submitted to it. The Affiliate shall have no right of retention in this respect. The Affiliate shall, at VIVIAMO’S request, provide VIVIAMO with written confirmation of the deletion.
- VIVIAMO reserves the right to change or alter the purposed commission structure with prior notification. In such a case, an e-mail shall be sent to the Affiliate, based on the e-mail address provided by the Affiliate through the VIVIAMO Affiliate Program. Notification shall occur at least two (02) weeks prior to any change. VIVIAMO shall have no responsibility to ensure that communications about changes in the program are received by the Affiliate. In case of disagreement, the Affiliate’s sole recourse shall be to end its participation in the program.
- VIVIAMO shall reserve the right to amend these General Terms and Conditions at any time. The Affiliate shall be informed of any changes via the registered e-mail of the Affiliate. Should the Affiliate not agree to the changes, it shall be entitled to inform VIVIAMO thereof within one (1) week after receipt of the notification of the change. If the Affiliate does not provide such notification within this period, the changes shall be deemed to have been accepted and shall take effect at the end of the period. VIVIAMO shall, in its notification of the changes, advise the Affiliate of the importance of the two-week deadline
- This Agreement shall be terminated in the following circumstances:
- Both parties agree to terminate the Agreement.
- Being required by law.
- The Affiliate has not been engaged (i.e., bringing traffic) for a period of six (6) months.
- VIVIAMO reserves the right to unilaterally terminate this Agreement at any time with four (4) weeks prior notice to the Affiliate.
- VIVIAMO reverves the right to terminate this Agreement without any prior notice to in case the Affiliate breaches or violates any of its obligations or covenants under this Agreement.
- If there is any suspection on cheating behaviour, VIVIAMO reserves the right to implement an investigate within seven (07) days from the date of raising suspection and the implementation of this Agreement would be suspended. Upon expiring such term, VIVIAMO could decide either to keep engaging in the Agreement or terminate the Agreement without any prior notice. In case any cheating behaviour is found, the Affiliate is required to reimburse all expenses related to the investigation and other relevant damages therefrom within fifteen (15) days from the date of being requested.
- Other provisions in accordance with laws and this agreement.
- The payable expenses will be counted till the date of termination notice except for the circumstances at Clause 12.5.e. and 12.5.f. as above.
- VIVIAMO reserves the right to with-hold unpaid commissions for a reasonable period of time following termination to ensure that the correct amount is paid to the Affiliate, such as whether Chargebacks apply.
- Upon termination of this Agreement, all rights and obligations of the Parties will be extinguished, except for matters that expressly or by their nature are intended to survive.
CLAUSE 13: CONFIDENTIALITY
- Confidential information shall be any information and documents belonging to the respective other Party that has been marked as confidential or can be regarded as confidential based on the circumstances. This shall include but not limited to:
- Any marketing strategies, plans, financial information, or projections, operations, sales estimates and business plans relating to the past, present or future business activities of such party;
- Any past or present performance results, including orders and volumes;
- Any plan and strategies for expansion;
- Any products or services, customers or supplier lists;
- Any specific or technical information, invention, design, process, procedure, formula, improvement, technology or method;
- Any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code,object code, follow charts, databases, inventions, information and trade secrets; and
- Any other information that should be reasonably recognized as confidential information of disclosing party. Confidential information need not be novel, unique, patentable, and copyrightable or constitute a trade secret in order to be designated Confidential Information.
- None of the Parties has the right to reveal the confidential information to third parties in case getting written approval from the non-disclosing Party. The Affiliate shall disclose confidential information only to those employees for the purpose of implementing this Agreement, and not for any other purposes. The Affiliate shall oblige said employees to maintain secrecy in respect of the confidential information during and after their activity.
- Notwithstanding the foregoing, the confidential information could be disclosed due to the following reasons:
- To comply with the mandatory provisions of applicable law or the rules of any recognized jurisdiction;
- The information is in the public domain, other than through a breach of this clause;
- For the purposes of any arbitration or legal proceedings arising from this Master Agreement; and
- To any governmental authority at their request.
- 13.4 The duty of non-disclosure shall apply for an unlimited period beyond the term of this Agreement.
- Confidential information shall be any information and documents belonging to the respective other Party that has been marked as confidential or can be regarded as confidential based on the circumstances. This shall include but not limited to:
CLAUSE 14: ASSIGNMENT, RIGHTS OF RETENTION, SET-OFF
- The Affiliate may transfer claims against VIVIAMO based on this Agreement to third parties only with VIVIAMO’s written consent.
- Neither of the Parties to the contract can have the right to transfer, assign or subcontract all or part of its rights or obligations deriving from this agreement without the written consent of the other Party. In case having a consent, all term and conditions of this Agreement will be kept unchanged except for having mutual consent.
- Either Party to the contract may set off or exercise a right of retention only in relation to the other Party’s receivables that are uncontested or have become res judicata.
CLAUSE 15: GOVERNING LAWS AND DISPUTE SETTLEMENT
- This Agreement shall be governed and construed under the law of the Philippines without giving effect to any international and supranational (contractual) laws, particularly the UN Convention on the International Sale of Goods.
- Any disputes arising out of or relating to the execution of this Agreement or the breach, termination, or invalidity thereof shall be attempted to be settled through good faith negotiations between the Parties during a period of up to thirty (30) days or such longer period to which the Parties may agree but not otherwise.
- After the lapse of the period stated in the immediately preceding paragraph, the disputes arising out of or relating to the execution of this Agreement or the breach, termination, or invalidity thereof, shall be settled by arbitration in accordance with the Alternative Dispute Resolution Act of 2004 (or R.A. No. 9285). In the event that the dispute has not been resolved by arbitration within sixty (60) days of initiating said procedure or if a party elects not to undergo such procedure, either party may bring the matter to the proper courts of _San Juan City?_, to the exclusion of all other courts.
CLAUSE 16: FINAL PROVISIONS
- This Agreement shall take effect from the date of signing or from the date of signing up..
- There shall be no oral ancillary agreements to this Agreement. Amendments and addenda to the Agreement shall be in writing. This shall also apply to the amendment or rescission of this clause. Except for documents as may be provided by VIVIAMO in accordance with Clause 12.3 and 12.4, documents provided in electronic form shall not comply with the written form requirement.
- Any subsequent Insertion Order and other agreements entered into after the effective date shall be an integral part of this Agreement and governed by all terms and conditions herein.
- Should individual provisions in this Agreement be invalid or unenforceable, this shall not affect the validity of the other provisions. The Parties shall endeavor to replace the invalid or unenforceable provision with one that best meets the contractual objective in legal and economic terms. The same shall apply in the event of a lacuna.
- If applicable, this Agreement is executed in two (2) originals in English. Each of the Parties shall keep one (1) original version for information and implementation.
- If this Agreement is being agreed to be a company or entity, then the person signing for and on behalf of that company or entity represents that he or she is authorized to legally bind that company or entity to this Agreement.
Should you have any queries, please do not hesitate to contact the VIVIAMO Affiliate Team at the following address: email@example.com