1. INTRODUCTION
1.1. Market Innovators, Inc. (“Company”) is a technological company that operates the website www.dingdong.ph and the mobile application named Dingdong Powered by RiderKo (“Software”). The Software links you (“User/s”) to third-party service providers such as logistics service providers (“Rider/s”) and third-party entities engaged in the sale of various goods and services (“Merchant/s”) and vice versa (“Services”). The Company does not provide delivery services, is not a logistics service provider, is not engaged in the activities of a common carrier or public utility and is not engaged in sale of goods and services.
1.2. This Terms of Use shall apply to Users, Riders, and Merchants (collectively referred to as “You” or “Your”), govern your access to and use of the Software and shall constitute a legal agreement between you and the Company. By using the Software, you affirm that you are of legal age and possess the legal authority to enter into this Terms of Use and to use the services of the Software, or if you are not, that you have obtained parental or guardian consent to enter into this Terms of Use. If you violate or do not agree to this Terms of Use, then your access to and use of the Software is unauthorized. Additional terms and conditions and agreements shall apply to some services offered and are incorporated into this Terms of Use by reference.
2. ACCEPTANCE
2.1. Please read the Terms of Use set out below, which includes important matters of interest to users generally. By pressing the “Agree & Continue” button or any other button which expresses your assent to this Terms of Use or by accessing and using the Software, you have signed this Terms of Use and you acknowledge that you have read and understood this Terms of Use, you agree unconditionally to be bound by the same and all amendments, revisions, updates and additions which may at the Company’s absolute discretion effect from time to time, and you consent to the processing of your personal data as described in the Privacy Policy, the link of which is available in the Software.
2.2. You likewise agree to be bound by any and all laws, rules, regulations and issuances by the Company, now existing or which may hereinafter be issued, as well as such other terms and conditions governing the use of other facilities, benefits or services which may be made available to you through the Software or the Company.
3. UPDATES
3.1. The Company may update this Terms of Use from time to time at the Company’s absolute discretion without notice. You are responsible for regularly reviewing this terms and conditions and additional terms through the Software. Any such changes will not apply to any dispute between you and the Company arising prior to the date on which the Company posted the revised Terms of Use incorporating such changes or otherwise notified you of such changes.
3.2. By continuing to use or access any of the Software after the Company has posted any changes or by clicking the “Accept & Continue” button or any other manner which expresses your assent to the updates and changes, you accept the updated Terms of Use.
4. USE OF THE SOFTWARE
4.1. The Software enables Users to book a Rider for third-party logistics services, and/or to purchase goods or services from a Merchant. The relationship between the User and the Rider is governed by a separate Special Contract of Private of Carriage of Goods with the Rider, a copy of which is herein attached as Annex “A” and made an integral part hereof. The relationship between the User and the Merchant is governed by a separate sales or service contract.
4.2. You need to register for an account in order to use the Software. When you register for an account, the Company will ask you to provide your personal information. You certify that the Content you provide on or through the Software is true, complete and accurate. Failure to provide true, complete and accurate information may subject you to administrative, civil and criminal penalties. You are solely responsible for maintaining the confidentiality and security of your account including but not limited to username, email address, mobile phone number password and/or PIN. The Company is not responsible for any losses arising out of the unauthorized use of your account. You agree that the Company does not have any responsibility if you lose or share access to your device. Your account may be deactivated or suspended for any reason, at the Company’s sole discretion. Except as otherwise provided by law, at any time without notice to you, the Company may (1) change, restrict access to, suspend, or discontinue the Software or any portion of the Software, and (2) charge, modify, or waive any fees required to use any services, functionality or other content available through the Software.
4.3. The following are the types of conduct that are illegal or prohibited on the Software. The Company reserves the right but not the obligation to investigate and take appropriate legal and administrative action against any who, in the Company’s sole discretion, engages in any of the prohibited activities. Prohibited activities include, but are not limited to:
a. Using the Software for any purpose in violation of law, statute, ordinance, rule, regulation or this Terms of Use;
b. Posting any content that infringes the intellectual property rights, privacy rights, publicity rights, trade secret rights, or any other rights of any party or removing any copyright, trademark, or other proprietary rights notice from the Software, or using the Software or Company’s name, logo, or brand to (1) send any unsolicited or unauthorized Content, including advertising, promotional materials, email, junk mail, spam, or other forms of solicitation; or (2) use any meta tags or other hidden text or metadata utilizing the Company’s trademark, logo, URL, or product name without Company’s written consent;
c. Posting content that is unlawful, obscene, indecent, pornographic, derogatory, defamatory, threatening, harassing, abusive, slanderous, hateful, embarrassing, or otherwise objectionable to any other person or entity;
d. Posting content that is false, fraudulent, inaccurate, or misleading;
e. Posting content that constitutes cyber-bullying;
f. Posting content that depicts any dangerous, life-threatening, or otherwise risky behavior;
g. Posting content that contains your full name(s), telephone numbers, street addresses, or any other personal identifiable information of yourself or of any person;
h. Posting URLs to external websites or any form of HTML or programming code;
i. Posting anything that may be “spam”;
j. Impersonating another person when posting content;
k. Posting any content that is intended to cause harm, damage, disable, or otherwise interfere with the Software;
l. Harvesting or otherwise collecting information about others, including but not limited to e-mail addresses, without their consent, causing injury to any person or entity such as by showing the personal information of third parties in violation of any applicable law, creating a false identity for the purpose of misleading others or violating the legal rights of others or using the Software to restrict or inhibit any other user from using and enjoying the Services;
k. Posting any content that is intended to cause harm, damage, disable, or otherwise interfere with the Software;
m. Allowing any other person or entity to use your identification for posting or viewing comments;
n. Harassing, threatening, stalking, or abusing any person on the Software;
o. Engaging in any other conduct that restricts or inhibits any other person from using or enjoying the Software, or which exposes the Company or any of its customers, suppliers, or any other parties to any liability or detriment of any type;
p. Encouraging other people to engage in any prohibited activities as described herein;
q. Making available any Content through or in connection with the Software that is or may be in violation of the content guidelines set forth in this Section;
k. Posting any content that is intended to cause harm, damage, disable, or otherwise interfere with the Software;
r. Making available through or in connection with the Software any virus, worm, Trojan horse, Easter egg, time bomb, spyware, or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software, or equipment;
s. Using the Software for any commercial purpose, without the express consent of the Company, or for any purpose that is fraudulent or otherwise tortious or unlawful;
t. Interfering with or disrupting the operation of the Software or the systems, servers, or networks used to make the Software available, including by hacking or defacing any portion of the Softwares; or violating any requirement, procedure or policy of such servers or networks;
u. Reproducing, framing, mirroring, incorporating, modifying, adapting, translating, creating deriving works of, selling, renting, leasing, loaning, timesharing, distributing, or otherwise exploiting any portion of (or any use of) the Software except as expressly authorized in this Terms of Use, without the Company’s express prior written consent;
v. Reverse engineering, decompiling, or disassembling any portion of the Software’s code, except where such restriction is expressly prohibited by applicable law;
w. Systematically downloading and storing any content and materials available on or through the Software (“Materials”);.
x. Using any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather any Materials, or reproducing or circumventing the navigational structure or presentation of the Software, without the Company’s express prior written consent;
y. Using the services of the Software in connection with chain letters, surveys, contests, pyramid or ponzi schemes, matrix programs, other “get rich quick” schemes or certain multi-level marketing programs;
z. Using the services of the Software to purchase or sell annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card, traveler’s checks or money orders;
aa. Using the services of the Software for currency exchanges or check cashing businesses or to provide certain credit repair or debt settlement services;
bb. Attempting to do anything, or permitting, encouraging, assisting, or allowing any third party to do anything, prohibited in this Section, or attempting, permitting, encouraging, assisting, or allowing any other violation of this Terms of Use.
4.4. Always use caution when giving out any personal identifying information about yourself or your children in using the Software and its services. The Company does not control or endorse the Content found in the Software or any of its services and, therefore, the Company specifically disclaims any liability with regard to the Content in the Software and its services and any actions resulting from your participation in any Service. Users, Riders, Merchants, managers and hosts are not authorized Company spokespersons, and their views do not necessarily reflect those of the Company.
4.5. You expressly agree that use of the Software and its services is at your sole risk. Neither the Company nor any of their officers, directors, shareholders, or employees, agents, third-party content providers, merchants, sponsors, licensors, or the like, warrant that the services will be uninterrupted or error-free; nor do they make any warranty as to the results that may be obtained from the use of the services, or as to the accuracy, reliability, or currency of any information content, service, or merchandise provided through the Software.
4.6. The Company has no obligation to screen and monitor the contents and its services in the Software. However, the Company reserves the right to review the products and services being sold, traded, exchanged, bartered or advertised and other data posted at the Software and to remove such products or services in its sole and exclusive discretion. The Company reserves the right to administratively, civilly or criminally prosecute you for providing any form of false or misleading information or for breach of this Agreement or applicable laws and regulations, regardless of the nature of the information.4.5 The Company reserves the right but not the obligation to investigate complaints or reported violations of this Terms of Use and to take appropriate actions against those found to be in violation. You must inform the Company of any knowledge of unauthorized, improper or illegal use of the Software or your account immediately and not later than forty-eight (48) hours from receipt of knowledge thereof.
4.7. The Company shall not be liable for all losses, damages, claims, suits, third party claims, legal proceedings and otherwise, direct or indirect, arising from or in connection with any claim in connection with the unauthorized, improper or illegal use of the Software of.
5. CONTENT AND IDEAS
5.1. Submitting Content and Ideas. The Software provides a platform that enables users to make available information, product descriptions, reviews, comments, messages, reviews, communications, feedback, submissions, suggestions, questions, and other information, data, content, and materials (“Content”) and ideas, concepts, feedback, and know-how (“Ideas”) in connection with the Software. Any text made available as Content should be written in English. You acknowledge and agree that you are responsible for all Content and Ideas you make available in the Software. You represent and warrant that (1) you have the authority to grant the rights in such Content and Ideas as set forth in this Terms of Use; and (2) such Content and Ideas, and the use of such Content and Ideas, will not violate this Terms of Use and any law, regulations, or contract. This means you will be responsible and shall hold the Company and free and harmless from and against all losses, damages, claims, suits, third party claims, legal proceedings and otherwise, direct or indirect, arising from or in connection with any claim in connection with infringement of intellectual property rights as well as the legality, accuracy, appropriateness, originality of any Content, and your rights in any such Content and Ideas.
5.2. The Company’s Rights to Use Content and Ideas. You grant to the Company a royalty-free, perpetual, irrevocable, worldwide, unlimited, non-exclusive license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform and display (publicly or otherwise) any Content that you make available to the Software, in any media or medium, and in any form, format, or forum now known or hereafter developed. You further agree that the Company is free to use any Ideas for any purpose. The Company may sublicense its rights in any Content and Ideas through multiple tiers of sublicenses. The Company is, and will be, under no obligation (1) to maintain any Content or Idea in confidence; (2) to pay any compensation for any Content or Idea; or (3) to respond to any Content or Idea. You grant the Company the right to use any name associated with any Content or Idea that you make available to the Company., although the Company has no obligation to exercise such right, or to otherwise provide any attribution for any Content or Idea.
6. MONITORING BY THE COMPANY
6.1. The Company will have the right (but not the obligation), in the Company’s sole discretion, to screen, monitor, evaluate, and analyze Content, and any use of and access to the Software, to determine compliance with this Terms of Use and any other operating rules that may be established by the Company from time to time including, but not limited to, the right to review the goods and services being sold, traded, exchanged, bartered or advertised and other data posted to the Software and to remove such goods in its sole and exclusive discretion in order. The Company will also have the right (but not the obligation), in its sole discretion, to edit, move, delete, or refuse to make available any Content made available through, the Software, for any reason, including violation of this Terms of Use, whether for legal or other reasons. Despite this right of the Company, you are solely responsible for any Content you make available, and you agree to indemnify and hold the Company free and harmless from and against all losses, damages, claims, suits, third party claims, legal proceedings and otherwise, direct or indirect, arising from or in connection with any claim resulting from any Content you make available. The Company reserves the right to administratively, civilly or criminally prosecute you for providing any form of false or misleading information to the Company or for breach of this Terms of Use or applicable laws and regulations, regardless of the nature of the information.
7. FEES AND CHARGES
7.1. You will be charged a service fee in accordance with the prevailing rates at the time your booking/order has been accepted. The prevailing rates are indicated in the Software.
7.2. Additional charges, such as, but not limited to, toll fees, parking fees and such other fees and expenses, which are necessary, related and/or incidental to the completion of a booking/order shall be charged to your account and is not included in the fees and charges indicated in the Software;
7.3. In the event that the delivered item is not accepted and/or refused to be accepted by the recipient of the item and/or any of his/her representative/s, any and all expenses for the return of the item back to you shall be charged to you;
7.4. No cancellation fees are chargeable as long as an order is canceled and communicated within sixty (60) minutes before the start of the pick-up time. In the event that the cancellation was made after the pick-up time has started, you shall be charged with the service fee.
8. PAYMENT
8.1. Full payment must be made for booking/order either cash via Cash On Delivery (COD) or via credit/debit card or other means.
8.2. In the event that a credit/debit card payment fails, you will have the option to settle the balance via other means of electronic payment prior to arrival of the Rider or via COD.
8.3. If you choose online payment platforms, you must provide your payment details before the booking/order is completed. To ensure that online payment is secure, your debit/credit card details will be encrypted to prevent the possibility of someone being able to read them as they are sent over the Internet.
8.4. Any unauthorized transactions made via your credit/debit card should be immediately reported to your issuing bank. In compliance with the Data Privacy Act of 2012, the Company cannot and will not disclose to you the identity of any fraudulent user (if any) of your credit/debit card. The Company will coordinate with your issuing bank once they reach out to us regarding the fraudulent transaction.
8.5. Any agreement between you and the issuer of your credit card, debit card, or other forms of payment shall continue to govern the use of such payment method on the Software. You agree and acknowledge that the Company is not a party to any such agreement, nor is the Company responsible for the content, accuracy, or unavailability of any method used for payment.
8.6. For transactions using credit cards, you represent and warrant that you have the right to use any credit card or other means of payment that you provide to the Company, Rider and/or Merchant. All billing information you provide must be truthful and accurate. Providing any untruthful or inaccurate information is a breach of this Terms of Use and may result in cancellation of your order. Prior to accepting an order the Company may also request additional information from you. Verification of information may be required prior to the acknowledgment or completion of any purchase. The Company reserves the right to refuse or cancel an order for any reason including limitations on quantities available for purchase, inaccuracies, or errors in product or pricing information, or problems identified by the Company’s credit and fraud avoidance department. The Company will attempt to contact you if all or any portion of your order is canceled or if additional information is required to accept your order. The Company may request a pre-authorization for some orders placed online with a credit or debit card. This pre-authorization will not be billed to you; however, your card issuer may hold this amount for a short period. Your card issuer determines the length of time the pre-authorization is held. The Company does this to ensure that the card details are still valid and that you have sufficient funds to complete the transaction.
8.7. By confirming your purchase at the end of the checkout process, you agree to accept and pay for the Products, as well as all shipping and handling charges and applicable taxes.
9. PROMOTIONS
9.1. From time to time, the Company may provide marketing and promotional campaigns which may offer discounts, contests, raffles, surveys, games or other similar promotions (collectively, “Promotions”) to be used on the Sofware. These Promotions may be governed by rules that are separate from this Terms of Use.
9.2. If you avail of any of the Promotions, please review the applicable rules as well as the Privacy Policy. If the rules for a Promotion conflict with this Terms of Use, the Promotion rules shall govern.
10. INTELLECTUAL PROPERTY
10.1. The Software and all Materials, and all copyrights, trademarks, trade dress, and other intellectual property rights, whether registered or not, (collectively, the “IP”) are owned or controlled by or licensed to the Company, and are protected by trademark, copyright, and other intellectual property laws. The same protection is afforded to all intellectual properties of third parties which have authorized the Company to use such intellectual properties Materials are licensed (not sold) to end users. You may not use, copy, modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit any of the Content, Materials, and intellectual properties, in whole or in part. You may not upload, post, reproduce, or distribute in any way, Content and Materials protected by copyright, or other proprietary right, and intellectual properties, without obtaining express written permission of the Company and owner of the copyright or other propriety right. Subject to your compliance with this Terms of Use, and solely for so long as you are permitted by the Company to use the Software, you may access, view, download, and print the Materials for your personal, non-commercial use only; provided, however, that you (1) retain all copyright, trademark, or other proprietary designations contained on all Materials; (2) do not modify or alter the Materials in any way; and (3) do not provide or make available the Materials to any third party in a commercial manner. In addition, subject to your compliance with this Terms of Use, and solely for so long as you are permitted by the Company to use the Software, the Company permit you, on a limited, non-exclusive, revocable, non-transferable, non-sublicensable basis, to install and use the Software on a mobile device that you own or control, solely for your personal, non-commercial use. If you fail to comply with any of the terms or conditions of this Terms of Use, you must immediately cease using the Sofware and remove (that is, uninstall and delete) the Software from your mobile device.
10.2. No license, right, title, or interest in the Software or any Materials is transferred to you as a result of your use of the Software or your accessing, viewing, downloading, or printing of the Materials. You may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell, or participate in any sale of or exploit in any way, in whole or in part, any of the Materials or the Software. The Software and Materials may be used only as a personal resource. Any other use, including the reproduction, modification, distribution, transmission, republication, display, or performance, of the Software and the Materials is strictly prohibited. The compilation (meaning the collection, arrangement, and assembly) of the Company and Materials is the exclusive property of the Company and is also protected by laws.10.2 The Company’s names and logos, and all other graphics, logos, page headers, button icons, scripts, and service names included in or made available through any of the Software are trademarks or of the Company in the Philippines and other countries.
11. PRIVACY
11.1. You acknowledge that the Company collects and processes your personal data in accordance with its Privacy Policy, which may be updated, amended or modified by the Company from time to time at its absolute discretion. The Privacy Policy applies to the Software and its terms are made a part of this Agreement by this reference.
11.2. If you purchase an item sold by a Merchant or avail of the services of the Rider or the Software, the Company may share certain information with that Merchant or Rider or third person to permit the Merchant, Rider or third person as may be applicable, to fulfill and ship your order, process returns, and provide customer service.
11.3. Where applicable, you agree and consent to the Company collecting, using, processing and disclosing personal data as further described in the Privacy Policy.
11.4. You acknowledge that the Company may disclose personal data of other individuals to you in the course of your use of the Software. You represent and warrant that you will only use such personal data for the purpose for which it was disclosed to you by the Company, and not for any other unauthorized purposes.
12. TERMS APPLICABLE TO SERVICES OF MERCHANTS
12.1. Products. The Software may make available listings, descriptions, and images of goods and services (collectively, “Products”). Such Products are made available by third parties. The Company makes no representations as to the completeness, accuracy, reliability, validity, or timeliness of such listings, descriptions, or images (including any features, specifications, and prices contained on the Software). Such information and the availability of any Product are subject to change at any time without notice. The Company made efforts to accurately display the attributes of Products, including the applicable colors. However, as the actual colors you see will depend on your monitor, the Company cannot guarantee that your monitor's display of any color will accurately reflect actual product color or finish. In addition, certain weights, measures, and similar descriptions are approximate and are for convenience only. For Products available for children’s use, these Products are intended for sale to adults.
12.2. The Company has no liability for any content on the Software that you find to be offensive, indecent, or objectionable. For certain videos, movies, TV programs, video games, computer games, and other Products, these might be labeled with age restrictions or are intended for individuals of certain ages or “mature audiences” only. By ordering an age restricted item, you certify that you satisfy the age restrictions.
12.3. The Company is not responsible for, and cannot guarantee the performance of, goods and services provided by third parties, including any Merchandise or Supplier, advertisers, or other third parties to whose sites the Software is linked. While the Company’s goal is to provide accurate information, product packaging and material may contain more and/or different information than that provided on the Software. Always read labels, warnings, directions, and other information provided with the product before purchasing the product. It is your responsibility to ascertain and obey all applicable local, national, and international laws, statutes, ordinances, rules and regulations regarding the purchase, possession, and use of any Product.
12.4. By purchasing Products from the Software, you acknowledge that all orders will be fulfilled by the third-party Merchant and not the Company. The Merchant will be responsible for all processing, shipping, returns, and customer service related to your order. Products purchased from a Merchant can only be returned to that Merchant in accordance with its return policy.
12.5. To the fullest extent provided by applicable law, the Company has no responsibility or liability for any Merchant or their Products. the Company does not have control of or liability for the Products that are paid for or uploaded or provided for in the Software. The Company likewise does not ensure that buyer or Merchant will complete a transaction. The buyer and the Merchant are entirely responsible for the sales transaction between them. The actual contract of sale of the merchandise is directly between the buyer and the Merchant. It is understood that the Company is not a party to such contract or any other contract between the buyer and the Merchant and accepts no obligations in connection with the said contract such as breach of express and implied warranties, misdelivery, non-delivery, loss or damage to the merchandise.
12.6. Prices and availability of items on the Software is provided by the Merchant. The Company does not keep an inventory of any items that are being sold on the Software.
12.7. The Company cannot confirm the price or availability of an item. Pricing or availability errors may occur on the Software. The receipt of an order confirmation does not constitute acceptance of an order or confirmation of an offer to sell a Product. The Company or the Merchant reserves the right to cancel any orders containing pricing or availability errors, with no further obligations to you, even after your receipt of an order confirmation or shipping notice from the Software. the Company or the Merchant may, at its discretion, either contact you for instructions or cancel your order and notify you of such cancellation.
12.8. Use of the Software may subject to the payment of certain fees and the Company reserves the right to charge fees based on a Fees Schedule to be formulated by the Company and posted on the Software. The Company reserves the right to revise any and all fees from time to time, without notice.
12.9. The buyer and the Merchant shall be completely responsible for all charges, fees, duties, taxes, and assessments arising out of the use of the Software and its services, including, but not limited to, those arising from the transactions between them, in a timely manner through a valid payment method.
12.10. The Company reserves the right to cancel or terminate delinquent accounts or accounts that have failed to pay the necessary fees for such period of time as may be determined by the Company.
12.11. The Merchant warrants that all prices provided in the Software are accurate at the time of publication. However, the prices might change anytime during the day. The Merchant further warrants that the availability of Products listed in the Software is true and accurate at the time of publication. The Company does not guarantee that the same item will have sufficient quantity at the time of fulfillment.
12.12. The total price for Products and/or services ordered, including delivery charges and other charges, will be displayed in the Software upon checkout. You shall pay the final service fee in accordance to Section 7. In case of alteration of order and with full consent of the User, during the course of fulfillment, you agree to pay any excess amount incurred if such alteration will result in a higher amount than what was checked out in the Software.
12.13. The Company reserves the right to modify, add, or remove Products for sale on the website or mobile application without prior notice.
12.14. Products will be shipped to an address designated by you, if applicable, so long as such address is complete and complies with the shipping restrictions contained on the Software and upon confirmation of your booking with the Rider.
13. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITIES
13.1. The Software, and all content, materials, goods, services, functionality, and other items included on or otherwise made available to you through the Software, is provided by the Company on an “As Is”, “As Available” and “With All Faults” basis. The Company does not makes any representation or warranties of any kind, express or implied, as to the operation of the Software or the content, materials, goods, services, functionality, or other items included on or otherwise made available to you through the Software, or reliability, accuracy, timeliness, usefulness, or completeness of any Materials. The information, software, products, and services included in or available through the Software may include inaccuracies or typographical errors. Changes are periodically made to the content, layout, format and design of the Software and to the information therein. The Company has the right to make improvements, changes, revisions, or otherwise issue restrictions on the content, layout, format and design of the Software at any time at its sole and absolute discretion including posting of advertisements, links to third party websites and other contents. The Company will not be liable for the improvements, changes, revisions, or restrictions on the content, layout, format and design of the Software.
13.2. To the fullest extent permissible by applicable law, the Company disclaims all warranties, express or implied including implied warranties for any merchandise and of merchantability and fitness for a particular purpose, and all liability (whether arising in contract, in negligence or otherwise) for loss or damage which you or any third party may incur in connection with the Software and any Content posted on it. You acknowledge that to the fullest extent provided by applicable law, your use of the Software is at your sole risk. This Section does not limit the terms of any product warranty offered by the Merchant or Manufacturer of an item sold through the Software. This disclaimer constitutes an essential part of these terms of use. To the fullest extent permitted by applicable law, you assume full responsibility for your use of the Software and agree that any information you send or receive during your use of the Software may not be secured and may be intercepted or otherwise accessed by unauthorized parties. You agree that, to the fullest extent permitted by applicable law, the Company is not responsible for any loss or damage to your property or data that results from any materials you access or download from the Software.
13.3. The Company makes no representations about the suitability, reliability, availability, timeliness, lack of viruses or other harmful components and accuracy of the information, software, goods, services and related graphics contained in the Software for any purpose. All such information, software, goods, services and related graphics are provided "as is" without warranty of any kind. The Company hereby disclaims all warranties and conditions with regard to information, software, goods, services and related graphics, including all implied warranties and conditions of merchantability, fitness for a particular purpose, workmanlike effort, title and non-infringement. You specifically agree that the Company shall not be responsible for unauthorized access to or alteration of your transmissions or data, any material or data sent or received or not sent or received, or any transactions entered into through the Software. You specifically agree that the Company is not responsible or liable for any threatening, defamatory, obscene, offensive or illegal content or conduct of any other party or any infringement of another's right, including intellectual property rights. You specifically agree that the Company is not responsible for any content sent using and/or included in any Software by any third party. In no event shall the Company be liable for any direct, indirect, actual, moral, exemplary, punitive, incidental, special, consequential damages or any damages whatsoever including, without limitation, damages for loss of use, data, goodwill profits, work stoppage, computer failure or malfunction or any other commercial damages or losses, arising out of or in any way connected with the use or performance of the Software and its services, with the delay or inability to use the Software and its services, the provision of or failure to provide services, or for any information, software, products, services and related graphics obtained through the Software or otherwise arising out of the use of the Software whether based on contract, tort, negligence, strict liability or otherwise, or for any other cause, even if the Company has been advised of the possibility of damages. If you are dissatisfied with any portion of the Software or with any of these terms of use, your sole and exclusive remedy is to discontinue using the Software.
13.4. The Company will not be liable for any errors, omissions, loss of data, materials or functions by third party sites linked to or from the Software and operated by other entities. Third party websites linked to or from the Software are the responsibility of those other entities and the Company does not endorse the sites even if a link is established between the Software and the website of the other entity.
13.5. The Company and its suppliers may make available various Materials. The Materials are for informational purposes only, and errors may appear from time to time. Before you act in reliance on any Materials, you should confirm any facts that are important to your decision.
13.6. If you find an error or notice something that does not look quite right on the Software, the Company would appreciate it if you let us know by contacting us.
13.7. Third Party Sites. References on Software to any names, marks, goods, or services of third parties, or links to third-party sites or information, are not an endorsement, sponsorship, or recommendation of the third party or its information, goods, or services. The Company is not responsible for the content of any third-party linked site or any link contained in a linked site, including any third-party social media or mobile app platform with which the Software operate or otherwise interact, nor is the Company responsible for the acts or omissions of any operator of any such site or platform. Your use of any such third-party site or platform is at your own risk, and will be governed by such third party's terms of use, conditions and policies (including its privacy policy).
14. COMPLIANCE WITH APPLICABLE LAW
14.1. You must comply with all applicable laws, ordinances, rules and regulations regarding the proper use of the Software and its Services. Your unauthorized use of the Software or unauthorized, improper or fraudulent use of your account shall subject you or any Third-Party to a claim for damages, and/or civil or criminal liability in accordance with the applicable laws, ordinance, rules and regulations.
14.2. Hacking or cracking or interference in a computer system/server information and communication system; or any access in order to corrupt, alter, steal, or destroy using a computer or other similar information and communication devices without the knowledge and consent of the owner of the computer or information and communication system, including the introduction of computer viruses and the like resulting in the corruption, destruction, alteration, theft or loss of electronic data messages or electronic documents shall be punished by a minimum fine of One Hundred Thousand pesos ( Php 100,000.00) and a maximum commensurate to the damage incurred and a mandatory imprisonment of six (6) months to three (3) years. (Section 33(a) of the Philippine Electronic Commerce Act)
14.3. Piracy or the unauthorized copying, reproduction, dissemination or distribution, importation, use, removal, alteration, substitution, modification, storage, uploading, downloading, communication, making available to the public or broadcasting of protected material, electronic signature or copyrighted works including legally protected sound recording or phonograms or information material on protected works, through the use of telecommunication networks, such as, but not limited, to the internet, in a manner that infringes intellectual property rights shall be punished by a minimum fine of One Hundred Thousand Pesos (Php 100,000.00) and a maximum commensurate to the damage incurred and a mandatory imprisonment of six (6) months to three (3) years. Section 33(b) of the Philippine Electronic Commerce Act).
15. INDEMNIFICATION
15.1. You agree to defend (at the Company’s option), indemnify, and hold the Company or any of its officers, directors, shareholders, employees, representatives, and assigns free and harmless from and against any and all liabilities, claims, actions, obligations, losses, injuries, damages, costs, and expenses, including attorneys’ fees and costs, arising out of or in connection with: (a) your use of the Software and its services; (b) any transaction you made through the internet, whether or not using the Software and its services (c) your failure to comply with the laws, regulations, policies, warranties and representations under this Terms of Use; and (d) breach of this Terms of Use, or your violation of any law or the rights of a third party. The Company reserves the right to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in any case, you agree to cooperate with the Company if and as requested by the Company in the defense and settlement of such matter.
16. DEACTIVATION OR SUSPENSION
16.1. The Company has the right, in its sole discretion, to deactivate or suspend your access to the Software or any of its services or any portion thereof at any time, without notice. Upon termination of the Software or any of its services, your right to use the Software immediately ceases. The Company shall have no obligation to maintain any content or to forward any unread or unsent messages, bids, notices, materials or data to you or any third party. The Company shall have no obligation to maintain any content or to forward any unread or unsent messages, bids, notices, materials or any data to you or any third party.
16.2. The Company also has the right to deactivate or suspend unconfirmed accounts or accounts that have remained inactive for such period of time as may be determined at its sole discretion.
16.3. User/s at any point can go to Menu -> Profile -> Delete account to have their account deleted.
17. RELATIONSHIP OF PARTIES
17.1. This Terms of Use do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between you and the Company. Headings used in this Terms of Use are for reference purposes only and in no way define or limit the scope of the section.
18. SEVERABILITY
18.1. If any provision of this Terms of Use is held to be unenforceable for any reason, such provision will be reformed only to the extent necessary to make it enforceable and the other terms of this Terms of Use will remain in full force and effect.
19. NON-WAIVER
19.1. The failure of the Company to act with respect to a breach of this Terms of Use or any representations, warranties and obligations by you or others does not constitute a waiver and will not limit the Company’s rights with respect to such breach or any subsequent breaches.
20. ASSIGNMENT
20.1. You may not assign, transfer, or sublicense any or all of your rights or obligations under this Terms of Use without express prior written consent from the Company.
20.2. The Company may assign, transfer, or sublicense any or all of its rights or obligations under this Terms of Use without restriction. Any use of the term “including” or variations thereof in this Terms of Use shall be construed as if followed by the phrase “without limitation.”
21. ENTIRE AGREEMENT
21.1. This Terms of Use, the annexes and links constitute the entire agreement between you and the Company and shall supersede all prior agreements and representations between the parties with respect to the subject matter of this Terms of Use. If any provision of this Terms of Use or its annexes or links is found to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect other provisions of this Terms of Use or its annexes or links which shall remain in full force and effect.
21.2. The Company reserves the right to change the Terms of Use, its annexes, links and any conditions, policy and notices in the Software at any time without notice. You are responsible for regularly reviewing this terms and conditions and additional terms posted on the Software. Your continued use of the Software constitutes your agreement to all such terms, conditions, and notices.
22. GOVERNING LAW AND VENUE
22.1. This Terms of Use shall be governed and construed in accordance with the laws of the Republic of the Philippines.
22.2. Any suit or proceeding arising out or relating to this Terms of Use shall be instituted in the appropriate courts of San Juan City, to the exclusion of all other courts.
23. NOTICES
23.1. Notices to you (including notices of changes to this Terms of Use) may be made via posting to the Software or by e-mail, or by regular mail or by text message or telephone or mobile call or message through mobile or online applications. Without limitation, a printed version of this Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
24. CONTACT US
24.1. If you have any questions or comments, please contact us at https://dingdong.ph through the Software or by e-mail at hello@dingdong.ph
Please note that e-mail communications will not necessarily be secure; accordingly, you should not include credit card information or other sensitive information in your e-mail correspondence with us.
