Terms and Conditions, Acceptance User Policy (AUP) & Fair Usage Policy (FUP) for Postpaid Broadband Subscription Agreement

BROADBAND SERVICE AGREEMENT

This Broadband Service Agreement (the “Agreement) governs the terms and conditions of provision of Broadband Service (the “Service”) to the Customer. The Service is a Broadband service that encompasses diverse high-capacity transmission methods for efficiently transmitting data, voice, and video over long distances at high speeds. It utilizes mediums such as coaxial cables, fiber optic cables, and radio waves. Broadband ensures a constant connection, eliminating the need for dial-up connections. This Agreement embodies all the agreements of the parties and supersedes any and all prior written and oral agreements and representations. INNOVE COMMUNICATIONS, INC. (“INNOVE,” a wholly-owned subsidiary of Globe Telecom, Inc.) and [CUSTOMER NAME] (“Customer”) reserve the right to adjust, modify or amend this Agreement as the needs of the Service may require, with consent in writing of the parties.

Coverage of Agreement
1. This Agreement shall cover Service as described in Broadband Service Order Form (the “Order Form”).
2. In case of special promotions, a separate document setting forth the terms and conditions of such special promotion may supersede or supplement this Agreement.
Documents Forming Part of this Agreement and Order of Precedence
1. Broadband Service Order Form;
2. Broadband Service Agreement;
3. Supplemental Form to the Broadband Service Agreement, if any.
4. Customer acknowledges that it has read and understood this Agreement and it shall faithfully and strictly comply with its terms and conditions.
In the event of any conflict of interpretation or inconsistency:
1. between the Broadband Service Order Form and Broadband Service Agreement, the Broadband Service Order Form shall prevail;
2. between the Broadband Service Order Form and Supplemental Form, the Supplemental Form shall prevail;
3. between the Broadband Service Agreement and the Supplemental Form, the Supplemental Form shall prevail.
Application for Service
1. Innove shall process Customer’s application for Service only if all the following are provided and complied with:
  1. Signed copy of this Agreement;
  2. Signed copy of the Order Form;
  3. All required credit documentation;
  4. Payment of all fees and charges, including advances and deposits if required by Innove;
  5. Such other documents as may be required by Innove.
2. Approval of applications shall be at Innove’s sole discretion. Innove reserves the right to approve or disapprove any application for Service. Innove shall not be required to give any reason for disapproving any application. Customer acknowledges that it has no cause of action for the disapproval of its application.
Service Installation/Activation
1. Service activation shall take place on a specific date determined by Innove after the completion and testing of the installation.
Rates, Charges and Deposit
1. Monthly Service Fee (MSF) and One Time Charge (OTC) – Innove shall charge the Customer for its usage of the Service as indicated in the Statement of Account (SOA). In the event of any adjustment in rates, Innove shall charge the Customer the adjusted rate upon the effectivity of the order of the National Telecommunications Commission (NTC) approving the same.
2. Deposits – The Customer shall pay the deposit stated in the respective Order Form, if any.
Billing and Payments
1. Billing Commencement – Billing shall commence upon activation of the Service.
2. Due Dates – The full amount stated in the SOA shall be paid by the Customer on or before the due date stated therein, without need of any demand, such demand hereby expressly waived by Customer.
3. Place of Payment
  1. All payments of bills which are not overdue shall be made to Innove at any of its accredited payment channels. Innove shall not be bound to honor payments made to persons or entities or at places not authorized by Innove.
  2. Settlement of bills which are overdue shall be made only at any of Innove’s accredited payment channels in full and under such terms and conditions as Innove may impose and Innove’s legal rights and cause of action related to the collection of the entirety of such sums, penalties and other damages which the delayed payment shall have caused shall not be affected by payment whether in full or in part.
4. Penalty Interest – If Customer fails to pay the MRF within the said period, Customer shall pay a penalty interest on the overdue amount at the rate of 1.5% per month from date due until the same is fully paid. In addition, Innove reserves the right, without incurring any liability, to suspend or temporarily disconnect the Service until the overdue amount, plus interest, is paid in full.
5. Application of Payments – Any excess payment in respect of one bill may be used by Innove to offset outstanding charges, fees, costs or any other moneys in another bill or may be credited to the next month’s bill of the Customer. All payments shall be applied first to all overdue penalty interest, then billings in arrears and the balance, if any, to be applied to the current obligation.
6. Check Payments - Check payments shall be made payable to Innove Communications, Inc.
7. Denomination - The Customer shall pay based on the denomination set forth in this Agreement.
8. Disputed Billings
  1. All complaints or questions on billings shall be made by way of a written complaint emailed by the Customer or its authorized representative to [email protected] and [email protected]. Such complaints shall be filed not later than the due date. Otherwise, the SOA shall be deemed accepted, final, and conclusive against the Customer.
  2. Innove shall endeavor to settle all disputed billings with the Customer at the soonest possible time. The foregoing notwithstanding, Innove reserves the right to disconnect the Service without prior notice if any SOA remains unpaid after due date. Innove shall not be liable to the Customer in any way for the disconnection and Innove’s only obligation shall be to reconnect the Service without penalty or fee and rectify amount erroneously paid and such amount shall be credited to the next bill, in the event Customer’s complaint proves to be valid. Innove will decide the billing complaints based on its records.
9. Changes in the Billing Address - Customer shall inform Innove in writing of any change in billing address by emailing [email protected] and [email protected]. Innove shall not be responsible for the consequences of Customer’s inability to receive and pay its bills as a result of its failure to timely notify Innove.
10. Service Suspension, Disconnection and Reconnection – Innove reserves the right to suspend or disconnect the Service after notice is given to the Customer should the latter fail to pay all sums that are due Innove under this Agreement. Reconnection shall be at the sole discretion of Innove and shall be subject to such terms and conditions as may be imposed by Innove, including the payment of reconnection fee.
Credit Limit
1. Each Customer shall be assigned a credit limit, which shall include a limit on usage for data, domestic and international telephone. Innove reserves the right to suspend, redirect or temporarily disconnect the Service as soon as the Customer exceeds its credit limit, or when otherwise warranted by abnormal usage patterns or other circumstances, without prior notice to the Customer. Innove may also render an interim billing even before the end of any one month or any one billing cycle in the event the Customer exceeds its credit limit. Should the Customer fail to make payment within forty-eight (48) hours from receipt of the interim bill, or should Innove be unable to serve the interim bill on the Customer because the Customer is unreachable at the billing address which it has last registered with Innove, then Innove may likewise suspend, redirect or disconnect the Service at its discretion, without liability to Innove. Innove shall have no liability whatsoever to the Customer for such suspension, redirection or temporary disconnection and shall have no obligation to reconnect the Service unless the cause for such suspension, redirection or temporary disconnection has been cured to its satisfaction. Such temporary disconnection may be made permanent at Innove's option due to the Customer's failure to cure the cause of disconnection within thirty (30) days from receipt of notice of the breach, in which case Section 6.j (Service Suspension, Disconnection and Reconnection) above shall apply. Non-exercise of the remedies herein above stated shall not absolve Customer from liability for all charges incurred in excess of the credit limit.
2. Innove reserves the right to refuse any request for increase in the credit limit or to require as a condition for increased credit limit, additional deposit or revised billing cycles, at its sole discretion.
Service Modifications
1. Innove shall charge an administrative fee to cover internal processing of service modifications requested by the Customer, including but not limited to, transfer of ownership, change of telephone number, increase/reduction/modification of the Services, reconnection, and other modifications related to the Service.
Special Facilities and Installations; Alterations to Existing Service
1. Where the nature of Service to be provided to the Customer requires special facilities and installation of wiring, conduits, cabling or where the premises in which the Customer is located or wishes to locate the Service requires cabling, wiring or other services not provided in the standard installation package of Innove, Innnove’s staff and/or authorized agents shall decide on the route of wiring or cabling in the Customer’s premises, Innove shall not be obliged to utilize trunking or conduits provided by the Customer and the Customer shall be liable for the costs of such additional installation as a pre-requisite to the commencement of installation.
2. In the provision of Private Automatic Branch Exchange (PABX), electronic handling facilities, or other equipment related to the Service which are dependent on an external power supply, Innove may, if it deems the same necessary request the Customer to provide at its own expense the main power supply for the equipment connected to the Service, in accordance with Innove’s requirements. Innove shall not be liable for any damages brought about by the non-provision of an external power supply.
3. Should Innove decides that the Customer’s existing facilities are inadequate to cope with Service traffic and/or likely to cause congestion in Innove’s network or Service, Innove shall advise and the Customer shall promptly comply, within Innove’s timeline, with such advice to upgrade the existing facilities to cope with such Service traffic, at the Customer’s own expense.
4. Without any liability whatsoever, Innove reserves the right to withdraw/terminate the Service when installation and/or maintenance difficulties are anticipated without the provision of special facilities or power supply until such time that the Customer provides the cabling, including but not limited to conduit, pipe, etc., requested by Innove or Innove is able to provide the same subject to charges against the Customer.
5. Innove may, with prior notice to the Customer, make any alteration to its equipment, apparatus, installation or Service, if Innove considers such as necessary and desirable in the interest of public service. Innove shall not be liable for any loss or inconvenience to the Customer resulting therefrom. Similarly, Innove shall not be liable for any damage, whether direct or indirect, actual or consequential, or otherwise, for any interruption or failure in Service due to causes beyond the control of Innove. Innove shall not be liable to the Customer or to any third party claiming from or through the Customer for any damage, loss or injury, whether to persons or properties howsoever arising from or occasioned by the equipment or any part thereof.
6. Innove reserves the right to terminate the Service at premises which, in Innove’s sole discretion, is unauthorized or unsafe.
Customer Premises Equipment (CPE) and In House Wiring
1. The Customer shall provide its own internal facilities such as wiring and sockets within its premises according to Innove’s specifications and guidelines based on NTC’s Code of Practice. The Customer may request Innove or any of the NTC’s registered contractors/individual installers to provide the inhouse wiring and sockets at the Customer’s expense. The Customer shall exercise all due diligence to maintain the internal wiring and sockets, including cleanliness and protection of the same from pests, insects and rodents. Customer shall not however, attempt to make repairs on any damaged internal wiring and sockets and promptly report to Innove. Innove shall not be responsible for any damage to the telephone unit or line or other damages which may be caused by Customer’s own attempts at repairing or causing the repair of such damage to wiring or sockets by persons unauthorized by Innove.
2. Only type-approved CPE shall be permitted for connection to Innove’s network. The Customer shall ensure that Innove’s prior written permission is obtained before connection of other type-approved CPE to Innove’s network. Type-approved CPE refers to those equipment supplied by the holder of Innove’s Type Approval Certificate or its appointed agent(s).
3. The Customer shall ensure that the CPE is installed, maintained and operated in a proper manner so that no interference is caused to Innove’s Service and network, and the safety of Innove’s staff or authorized agents and the public are not endangered. Innove shall not be responsible for ensuring the compatibility of other CPE that Customer may decide to connect to Innove’s provided equipment, network or Service.
4. The Customer shall not make any adjustments, modifications or alterations to the CPE including the incorporation of any equipment or accessory without prior written approval of Innove. If, in the opinion of Innove, alterations, modifications or additions to the CPE are deemed necessary, Innove shall direct and the Customer shall, at its own expense, carry out such alterations, modifications or additions.
5. The Customer shall strictly comply with and ensure compliance with all instructions/notices given by Innove or NTC from time to time regarding the use and installation of the equipment. The Customer shall undertake to promptly disconnect the CPE and wiring not provided by Innove from Innove’s network or Service if requested by Innove to do so at any time.
6. The Customer shall be fully responsible for and shall fully indemnify Innove against all claims and suit for damages to property and/or any injury or death to any person or persons resulting from the operation, malfunctioning of its CPE, its power supply or any other cause whatsoever, or failure or delay of the Innove's system caused by such Customer-supplied-equipment, or for the failure in establishing connection between the Customer and another party or parties whatsoever because of such equipment.
7. Innove may charge the Customer for the cost of responding to a maintenance request at the Customer’s premises if it is ascertained that the cause of the problem is attributable to the Customer’s equipment or internal wiring.
8. The Customer is responsible for keeping the equipment in good condition, fair wear and tear excepted. The Customer shall exercise all due diligence to maintain any equipment, if any, provided by Innove or its authorized agent, including cleanliness and protection of the same from pests, insects and rodents. Customer shall not, however, attempt to make repairs on any Innove-provided equipment and promptly report any damage or malfunction to Innove. Innove shall not be responsible for any damage to any CPE or lines and cabling, or for the voiding of warranties on repair in the case of units acquired by the Customer through outright purchase, which may be caused by Customer's own attempts at repairing or causing the repair of such damage to wiring or sockets by persons unauthorized by Innove.
9. Innove shall not be liable for any delay or interruption in or failure to provide or restore the Service caused by or attributable to Customer’s equipment or facilities or any service provided by another person or entity.
Service Numbers
1. Service numbers are randomly assigned by Innove in accordance with the numbering plan assigned by the NTC. The Customer has no property right to the Service number assigned to it. Innove reserves the right to alter and/or allocate any Service number of, and or to, the Customer at any time without being liable for any loss or inconvenience attributable to the change/allocation of the Service number whatever may be the cause for the change/allocation.
Assignment or Transfer of Ownership or Rights: Transfer of Location of the Service
1. A Customer shall not, without Innove’s prior written consent and the filing of appropriate service modification request with Innove, assign this Agreement or any right, interest or benefit therein, nor transfer or cause the transfer of the location of the Service and any equipment owned by Innove, or the sub-lease of or transfer of ownership of the equipment owned by Innove (whether by itself or as part of a sale or lease of the premises in which the Service and equipment owned by Innove is located or incidental to any other commercial transaction) or mortgage or hypothecate the Service and equipment owned by Innove or allow any person to share the use of the Service or in the benefits of the Service and equipment owned by Innove or of this Agreement, whether for consideration or not.
2. In case of request for Service location transfer by the Customer, Innove reserves the right to deny the said transfer for such cause as may be determined by Innove, including among others, the unavailability of telecommunication facilities in the new location.
3. In the event Innove discovers that Customer has procured or caused any of the foregoing without Innove’s prior written consent, Innove reserves the right to immediately terminate the Service without any obligation whatsoever to provide the Service to the transferee or mortgagee, or honor any agreement between the transferor and/or the transferee, or to impose such terms and conditions as it may deem fit, including the terms and conditions of this Agreement, for the reconnection or continuation of the Service to the transferee.
4. Customer shall continue to be liable for all charges incurred on the Service, up and until it has personally notified Innove of any arrangements made with regard to the Service and Innove has approved such transfer or alternative arrangement, and shall in any event indemnify Innove for all sums for which it may be held liable by virtue of its refusal to render Service to the unauthorized transferee.
5. Furthermore, in the event Innove opts not to execute a new agreement with the transferee, Customer shall indemnify Innove against all expenses incurred with respect to removing any wires or posts used solely for the Service.
Responsibility of Customer

In addition to the other obligations of the Customer stated elsewhere in this Agreement, the Customer further agrees to:
1. Ensure that the Service shall not be used at any time to make calls which cause or may cause irritation, annoyance, embarrassment, harassment, vexation or nuisance of any kind whatsoever to others;
2. Use all equipment and instruments installed by Innove on the Customer’s premises in a proper manner such as but not limited to ensuring that the equipment is restored to its normal resting position when it is not being used;
3. Obtain the written approval of Innove whenever it contemplates using the Service as part of another telecommunications service, or as a medium for promotion, publicity for any campaign for whatever purpose, of whatever nature, by whatever name called which is likely to generate a change in the Service traffic in excess of its norm al daily usage of the Service, and/or likely to cause congestion in Innove’s network;
4. Keep equipment owned/provided by Innove, if any, in good condition (fair wear and tear only excepted) and be fully responsible for any loss or damage to Innove’s equipment in its premises whether the same be caused by fire, theft, vandalism, accident, fault or negligence by the Customer or other persons or otherwise. The cost of the repair rendered necessary thereby or the cost of replacement of lost equipment shall be paid for by the Customer;
5. Promptly report to Innove any problem with or damage to its Service, instruments, equipment owned and installed by Innove, and any circumstance or any act of other persons which may or which the Customer has reason to believe will cause damage to the Service, instruments or equipment of Innove;
6. Permit Innove’s staff and/or authorized agents at all reasonable times to enter its premises and every other place under its control through or over which any part of the equipment, or wire accessories pass or to which any part of the equipment, wire or accessories is/are fixed for the purpose of inspecting, testing, examining or altering Innove’s equipment, properties or Service;
7. Not allow the Service or equipment owned by Innove to be tapped, operated through a remote station, or messages transmitted therein to be recorded in violation of existing law except by an answering machine which duly notifies the caller of the fact that the message is recorded;
8. Not cause or allow the extension of such Service except with the prior written consent of Innove, nor allow Innove’s Service to be connected to a PABX without prior consultation with and written approval of Innove;
9. Exercise full control and responsibility for the use of and for all calls originating from the Service number/s assigned to the Customer, and therefore agrees and acknowledges that all calls made from the Service number assigned to it shall, absent concrete proof produced by the Customer of any specific fraud perpetrated by Innove on its Service, be conclusively presumed to be its or authorized by it and its accountability and obligation to Innove;
10. Customer shall obey all applicable laws relating to the Service and shall:
  1. abide by generally accepted standard of conducts and usage of Service;
  2. not engage in any other activity that threatens the integrity of any network system;
  3. ensure that its use of the Service does not improperly restrict, inhibit or degrade any other customer’s use of the Service nor represent an unusually large burden on the network itself as determined by Innove upon its sole discretion or does not improperly restrict, inhibit, disrupt, degrade or impede Innove’s ability to deliver and monitor the Service, backbone, network nodes and/or other services;
  4. not provide Internet access to other third party through dial-up connection, host shell account over the Internet, provide e-mail or news service, or send a news feed;
  5. not engage in any activity that may constitute transmission of voice or calls using Voice Over Internet Protocol (VOIP).
  6. For either user
    - Single User – Customer shall also obtain Innove’s prior written consent whenever it foresees possible expansion of subscribed network or when the circumstance warrants an update to a multi-user.
    - Multiple Users – Whenever Customer foresees any possibility of expansion outside the defined and delineated multi-user covered premises, Customer shall likewise obtain Innove’s written consent for any possible upgrade.
  7. Customer shall provide true, correct and complete information as may be required by Innove.
Representations and Warranties
1. Innove shall endeavor to provide the Service reasonably in accordance with industry standards.
2. The Service is provided “as is.” Except to the extent prohibited by law, or to the extent any statutory rights apply that cannot be excluded, limited or waived, Innove and its affiliates (a) make no representations or warranties of any kind, whether express, implied, statutory or otherwise regarding the Service, and (b) disclaimer all warranties, including any implied or express warranties (i) of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment, (ii) arising out of any course of dealing or usage of trade, and (iii) that the Service, will be uninterrupted, or that the Service is error free or free of harmful components, virus-free, or secure. The use of the Service, any information available and/or accessed to the Service and any security features provided for the Service shall be at Customer’s sole risk.
3. Innove shall not be responsible for loss of data. The Service is not intended to be the sole back-up location for any data. Customer is responsible for backing up its own data files to a location other than the Service. Customer assumes all the risks associated with accepting the Service.
4. Customer represents and warrants that it has not represented to any third party that Innove has made any warranty or representation of any kind with respect to the Service.
Indemnification/Limitation of Liability
1. The Customer shall indemnify, defend and hold harmless Innove from any third-party claim, suit or demand, which is due to gross negligence, fraudulent act or omission, or willful misconduct attributable to the Customer.
2. Innove shall not be liable to the Customer for any special, indirect, consequential or incidental damages, including loss of profits or revenues or loss of prospective business advantage, regardless of whether Innove had been advised of such damages or whether that liability arises in contract, tort, strict liability, breach of warranty, or otherwise
3. In no event shall Innove be liable for any damages arising from any unauthorized access by a third party to Customer’s network or data.
4. Except for accrued rights or payment obligations of the parties, neither party shall be liable for any loss, damage or cost arising out of or relating to failure to perform any of its obligations under this Agreement if such failure results from force majeure or fortuitous events.
5. Customer shall be fully responsible for all claims and suits for damages to property or any injury or death to any person or persons resulting from the operation or malfunctioning of the its equipment, power supply or any other cause whatsoever, or failure or delay of Innove’s system caused by such Customer-supplied equipment, or for failure in establishing connection between Customer and other party or parties whatsoever because of such equipment.
6. Without prejudice to the applicability of indemnity/compensation in the event of breach relating to Bypass Clause, neither party will be liable for direct damages in excess of what has been paid by the Customer within the twenty four (24) months period immediately prior to the event of claim.
Termination
1. By the Customer for Convenience – The Customer may terminate this Agreement by filing through Innove’s account manager a written notice of termination at least thirty (30) days prior to the intended effectivity of such termination. However, if the Customer chooses to terminate the Service before the expiration of the MSP, it shall pay Innove all outstanding bills and a termination fee of stated in the Order Form per pre-terminated line. The termination fee specified in the Order Form is without prejudice to the right of Innove to bill the Customer by way of supplementary bills for charges that it discovers after such termination and final billing, as well as for such other imposts, interest and penalties, as well as other remedial action, which Innove may impose/take against Customer.
2. By Innove for Cause – Innove reserves the right to terminate this Agreement and disconnect Service to the Customer, without liability whatsoever to said Customer, if; in the sole determination by Innove:
  1. The charges, fees, costs, rentals, or any other obligation payable under this Agreement or under any other agreement, including any agreement between the Customer and any other party whereby Innove derives pecuniary or other benefit and/or acts such as a billing and/or collecting agent for such other party, whether for arrears or otherwise, are overdue or in arrears;
  2. The Customer has otherwise materially breached any of the terms herein contained or performs acts otherwise prejudicial to Innove;
  3. The Customer fails to make deposits when required;
  4. The Customer shall be adjudged bankrupt, insolvent, or be subject to a petition for suspension of payments or receivership, or if it makes any composition or arrangements for the benefits of his creditors;
  5. The Customer has provided any particular or information which is incorrect, false or incomplete, which results to damages;
  6. The Customer resells or uses the Service in violation of existing laws or for an illegal purpose or the Customer uses the Service as part of a ringback, dialback or similar operation, or avails of ringback, dialback or similar services utilizing the Service issued by Innove, no matter how short, be it temporary or permanent, whether or not for value;
  7. Any law enforcement body objects to the provision of the Service to the Customer or any law enforcement body advises Innove that the Service provided by Innove to the Customer has been or is being used in violation of the law, or that it has reasonable ground to believe that such Service will be used in violation of the law;
  8. The Customer is engaged in any act which defrauds or tends to defraud Innove, whether the same is punishable under law or not.
  9. The Customer will use the Service:
    1. for spamming;
    2. in a manner that adversely affects, interferes with or disrupts the use of the Service by other parties;
    3. in violation of the Acceptable Use Policy;
    4. for any activity that is contract to law, morals, custom, public policy, rules and regulations.
3. By Customer for Cause – Customer reserves the right to terminate this Agreement if Innove has otherwise materially breached any of the terms herein contained or performs acts otherwise prejudicial to the Customer.
4. Innove reserves the right to summarily cut all Innove's services extended to the Customer under this and any/all subscription agreements and contracts, for non- payment or any other violation of the Agreement.
5. In the event of termination of the Agreement by Innove for any of the reasons stated in this Section, the Customer shall be liable as stipulated under Section 17 (Customer’s Liability on Termination).
Customer’s Liability on Termination
1. In the event of termination of the Agreement by Innove, the Customer shall be liable to Innove for all charges incurred up to the time of termination of the Service, and penalty interest from the date of termination and up until all such charges are paid and settled in full by the Customer. Where Innove is unable to retrieve its equipment from the premises of the Customer upon termination for reasons attributable to the Customer, the Customer shall also be liable for the full cost of such equipment. The foregoing is without prejudice to any civil or criminal action which Innove may have under law, or to Innove's claim for any and all damages which Innove may suffer by virtue of the illegal and/or prejudicial acts of the Customer and which Innove is entitled to claim under law and equity.
2. The Customer shall, from the date notice of termination of the Agreement is given, in addition to the liabilities stipulated in Section 17.a (Customer’s Liability on Termination) hereof, be responsible for the safe custody of all Innove’s properties until such time they are collected by Innove’s staff and/or authorized agents or surrendered by the Customer to Innove’s staff and/or agents, and allow Innove's staff and/or authorized agents to enter the premises where the equipment is installed or obtain the necessary authorization for the same so that Innove's staff and/or authorized agents may remove all Innove's properties.
Bypass
1. Customer shall use the Innove facilities and/or Innove services provide only for the purpose herein stated and shall not use the same to conduct any service such as callback, unauthorized audiotex, International Simple Resale (ISR), and other analogous services which are prohibited in the Philippines, or which operation or service constitutes a bypass defrauding Innove and/or its interconnect partners the rightful access charges and other interconnect revenues.
2. In the event that Customer uses Innove’s facilities and/or Innove services for any illegal or unauthorized service including but not limited to those enumerated above, Customer shall immediately compensate Innove upon demand an amount equivalent to the prevailing access and hauling charges or the appropriate revenue share (as agreed to be payable by Innove pursuant to its interconnection agreement, or any amendment or renewal thereof, with its interconnect partners) at the time the bypass was committed plus fifty percent (50%) of the total bypass compensation charges.
3. Such bypass compensation shall be payable, without limitation, from the time the bypass activity was conducted by the Customer until and the complete payment thereof by the Customer, and such bypass compensation shall be computed from the time the bypass occurred until the actual cessation of bypass. Innove shall likewise pass on, and Customer agrees to accept and immediately pay, all other claims and damages by Innove’s interconnect partners who may have been affected, directly or indirectly, by the unauthorized service. This shall not be subject to any limitation of liability provided under this Agreement.
4. The foregoing notwithstanding, Innove may, in the event of any violation of this provision, and in addition to its right to demand bypass compensation, immediately and without need of notice to the Customer, terminate this Agreement and disconnect or deactivate any of the interconnecting trunks or interconnection facilities for the purpose of severing the interconnection. Innove shall not be liable to offending Customer for any liability, loss or damage whatsoever, in such a case.
5. The foregoing is without prejudice to any civil or criminal action that Innove may have under the law or to Innove’s claim for any and all damages that Innove may suffer by virtue of any illegal and/or prejudicial acts of Customer and which Innove is entitled to claim under the law and equity.
Resale or Bundling of Service
1. Customer shall not resell or redistribute the Service or any portion thereof to any party, whether temporary or permanent, for value, or allow any such other party to occupy, use and/or gain access to the Service without Innove's prior written consent. Customer shall not use the Service as part of another telecommunication service or as a medium of promotion, publicity for any campaign for whatever purpose, of whatever nature, by whatever name called which is likely to generate a change in the usage of the Service in excess of its daily usage of the Service, and /or likely to cause congestion in Innove's network. In case of violation or suspicion of this prohibition, Innove shall immediately suspend or terminate the Service or this Agreement, without notice to the Customer and without any liability on the part of Innove. The foregoing is without prejudice to any civil or criminal action which Innove may have under law, or to Innove's claim for any and all damages which Innove may suffer by virtue of the illegal and/or prejudicial acts of the Customer and which Innove is entitled to claim under law and equity.
Data Privacy
1. Where applicable, each party agrees to the following security, privacy and data protection measures and provisions:
  1. Parties (where applicable), shall adhere to and abide by the provisions and obligations contained in Republic Act No. 10173 or the Data Privacy Act of the Philippines and its implementing rules and regulations, data privacy law and Innove’s data privacy policies which adopts Globe’s (Globe Telecom, Inc.) data privacy policy (http://www.globe.com.ph/privacy-policy). The use of personal information should also be specified to those authorized to process the personal data, and must be consistent with the purpose of this Agreement. Customer shall appoint an administrator internally who shall be in charge of managing, operating and controlling the data that will be for use by its end users. The administrator shall likewise function as the Single Point of Contact (SPOC) with third party vendor/licensor for the necessary documentation to be fulfilled as part of Service’s implementation activities. The Customer or its administrator shall create and implement Customer’s data information security policy.
  2. Customer shall obtain all required consents under the Data Privacy Act of 2012 and all Relevant Laws before providing personal information. This includes the obligation to obtain the end user’s acceptance of the Service to signify consent to the processing of Customer Data/Information or personal identifiable information pursuant to the purpose of this Agreement. Customer or through its administrator shall exercise strict confidentiality and employ reasonable measures to ensure that its administrator officers, directors, employees, agents, attorneys, predecessors, successors, and assigns will hold such Customer Data Information with strictest confidence in accordance with this Agreement.
  3. Customer acknowledges that Innove may use personal information to the extent necessary to comply with the requirements of the law and legal processes. Customer allows Innove to access and disclose to law enforcement or other government authorities, including any order of the court any data from, about or related to Customer, provided that Innove uses diligent reasonable efforts to assure that the personal information required to be disclosed is treated confidentially in the relevant proceeding and promptly notifies the Customer of the required disclosure to enable Customer the opportunity to prevent or control such disclosure.
  4. Subject to the terms and conditions of the relevant third party terms, the Customer accepts/consents that some portions of the Service may require that personal information be provided. Such personal information refers to any and all information relating to the end user/s (including, but not limited to the name, contact number, email address, and mailing address) obtained via Customer access to or use of the Service.
  5. With Customer consent, Innove may use Customer Data for planning, research, design and marketing of services. Customer acknowledges that upon access to the Managed Security Services, including Personal information that the Customer and its end users knowingly provide via the Service. With Customer consent, Innove may use Customer Data for planning, research, design and marketing of services. Customer acknowledges that its data is automatically forwarded to the service provider upon access to the Service, including Personal Information that the Customer and its end user knowingly provide via the Service.
  6. Any information disclosed in the public areas of the internet (such as message boards and forums) becomes public information. Customer should exercise caution when disclosing personal information in this way.
Counterpart and Electronic Signature
1. This Agreement may be executed in any number of counterparts, each of which is an original, but all of which together constitute one and the same agreement. This Agreement may be executed electronically or by way of electronic signature and such electronic signatures shall be deemed original signatures, have the same force and effect as manual signatures and binding upon the parties. If this Agreement shall be executed electronically, the best evidence of this Agreement shall be a copy of this Agreement bearing an electronic signature, in portable document format (.pdf) form, or in any other electronic format intended to preserve the original graphic and pictorial appearance of a document.
Taxes
1. Customer shall be responsible for all taxes such as Value Added Tax (VAT), sales, use or excise taxes, and similar charges of any kind imposed by any governmental entity for Services provided under this Agreement. Customers who are VAT exempt shall submit the necessary VAT exemption certificate.
  Aside from the MRF and/or OTC, whichever is applicable, VAT and such other applicable taxes shall be imposed on Customer unless Customer is exempt from paying such taxes. If the Customer is not subject to VAT (this includes Exempt or Zero-Rated entities), Customer's authorized representative/s must inform their designated account managers and submit appropriate supporting documents as required by the Bureau of Internal Revenue (BIR). The non-imposition of VAT will be effective on the next billing date after the submission of appropriate documents, and no retroactive adjustments shall be made by Innove.
  For Philippine Economic Zone Authority (PEZA) and other economic zone locators (eg. Subic Bay Metropolitan Authority [SBMA], Tourism Infrastructure and Enterprise Zone Authority [TIEZA]), yearly submission of updated zero-rated VAT certification is required to maintain the non-imposition of VAT.
2. Where applicable, Customer is responsible and shall pay for freight, shipping, handling insurance and other transportation charges, including, but not limited to all applicable import and export fees, duties and surcharges.
3. Customers who are designated withholding agents by the BIR shall submit electronically the BIR Forms 2307 and 2306, as applicable, via Globe’s eCWT Portal. The eCWT Portal is a platform that enables online end-to-end handling and processing of CWT certificates and is accessible via this link: https://ecwt.globe.com.ph/portal/.
Acceptable Use Policy (AUP)/Fair Use Policy (FUP)
1. Customer shall comply with Innove’s AUP/FUP found at https://www.globe.com.ph/business/sme/terms-conditions/globe-innove.html, which is made an integral part of this Agreement.
Miscellaneous
1. Abandonment of Location of Service – If the Customer vacates the premises or when/if Innove finds that the said premises is no longer occupied by the Customer, Innove reserves the right to summarily terminate the Service, without being liable to the Customer in damages or otherwise, and also without prejudice to Innove’s other rights under this Agreement.
2. Required Disclosure – Innove shall respect and comply with any and all laws, orders of the courts of law, government or law enforcement agencies and regulatory authorities, requiring disclosures of information regarding the Customer’s account. Customer acknowledges and agrees that such disclosures may be made and that it has no cause of action, in law or in equity, against Innove for such disclosures.
3. Easement – If Innove shall at any time be unable to obtain or maintain any license, way leave, permission, or easement necessary to the provision or maintenance of the Service, Innove may, by notice in writing to that effect, terminate this Agreement effective as of the date of such notice, and the Customer shall be entitled to no payment or compensation except a return of so much of the subscription as shall have been paid for a period in advance of the date of termination and the balance of any deposit standing in the books of Innove to the credit of the Customer, less the value of any charges, fees and rentals due to Innove under this Agreement.
4. Migration – Innove reserves the right to suspend or terminate the Service in case of migration.
5. Venue of Suits and Litigation Expenses – In the event of suit arising from or connected with this Agreement, venue shall be in Mandaluyong City, to the exclusion of all other venues. In case of suit, the Customer shall in addition to the amount due and collectible, pay twenty-five percent (25%) of such amounts as damages and another twenty-five (25%) of such amounts by way of attorney’s fees and costs of suit.
6. Separability – If any provision of this Agreement or the application thereof to any situation or circumstance shall be invalid or unenforceable, the remainder of this Agreement shall not be affected, and each remaining provision shall be valid and enforceable to the fullest extent.
7. Notices – Any notice demand, request, or other communication under this Agreement shall be in writing and shall be deemed to have been duly given or made: (a) if made by hand delivery, when delivered; and (b) if sent by mail, seven (7) days after being deposited in the post office postage prepaid, addressed as follows:
  Innove Communications, Inc. The Globe Tower, 32nd Street corner 7th Avenue, Bonifacio Global City, Taguig City, Metro Manila 1634, Philippines
8. Aftersales, Technical and Non-Technical Inquiries, the Customer may contact the following:
  1. Website: business.globe.com.ph (for Enterprise accounts) www.https://www.globe.com.ph/business/sme.html (Small and Medium Business accounts)
  2. Aftersales Support: [email protected], [email protected]
  3. Premium Support Center: 02.77301288 (toll-free from anywhere in the Philippines using your Globe phone)
  4. Technical Support Center: 02.79172888

Acceptance User Policy (AUP) and Fair Usage Policy (FUP)

INTRODUCTION

The Acceptable Use Policy (“AUP”) is designed to provide an understanding of the rules, limitations and restrictions regarding the use of Innove’s services by the Company. References to “you" and “your” are references to you, the Company. This AUP supplements Innove’s Service Agreement (“SA”). From time to time Innove may impose reasonable rules and limitations regarding the use of its Services. The AUP is not exhaustive and Innove reserves the right to modify the AUP at any time, effective upon either the posting of the modified AUP at https://mybusiness.globe.com.ph/terms-and-conditions or notification of the modified AUP to you.
By registering for and using the services, and thereby accepting the terms and conditions of the Terms of the Service Agreement (published at https://mybusiness.globe.com.ph/terms-and-conditions) or its equivalent, you agree to abide by the AUP as modified from time to time. You agree that you shall only use the Service for the following:

Personal or Business Use
Use that is within the bounds of the laws and any rules and regulations of any government agencies for the use of the Service
Use that does not in any way violate, impinge, interfere with the rights or affect the use by other users of the network.

Any violation of the AUP, direct and indirect, by you or by a third party on your behalf, may result in the suspension or termination of your account or such other action as Innove deems appropriate. An unlisted activity may also be a violation of the AUP if it is illegal, irresponsible, or disruptive use of the internet. No credits will be issued for any interruption in service resulting from policy violations.

VIOLATION OF THE AUP IS STRICTLY PROHIBITED AND MAY RESULT IN THE IMMEDIATE TERMINATION OR SUSPENSION OF THE SERVICES YOU RECEIVE FROM INNOVE. YOU SHALL REMAIN SOLELY LIABLE AND RESPONSIBLE FOR YOUR USE OF THE SERVICES AND ANY AND ALL CONTENT THAT YOU DISPLAY, UPLOAD, DOWNLOAD OR TRANSMIT THROUGH THE USE OF THE SERVICES. CONTENT INCLUDES, WITHOUT LIMITATION, YOUR ELECTRONIC MAIL, WEB PAGES, PERSONAL HOME PAGES, AND DOMAIN NAMES. IT IS INNOVE’S POLICY TO TERMINATE REPEAT INFRINGERS, INNOVE RESERVES THE RIGHT TO REFUSE SERVICE TO ANYONE AT ANY TIME.

Customer Security Responsibilities

You are solely responsible for any breaches of security affecting servers under customer control. If your server is involved in an attack on another server or system, it will be shut down and an immediate investigation will be launched to determine the cause/source of the attack. In such event, you are responsible for the cost to rectify the damage done to your server and any other requirement affected by the security breach. The labor used to rectify any such damage is categorized as emergency security breach recovery and Innove reserves the right to charge all costs related to rectifying the damage. Inquiries regarding security matters may be directed [email protected].
System and Network Security Violations of system or network security are prohibited, and may result in criminal or civil liability. Innove may investigate incidents involving such violations and may involve and could mean cooperation with law enforcement if a criminal violation is suspected. Examples of system or network security violations include, without limitation, the following:

Unauthorized access to or use of data, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without express authorization of the owner of the system or network.
Unauthorized monitoring of data or traffic on any network or system without express authorization of the owner of the system or network.
Interference with service to any user, host or network including, without limitation, mail-bombing, flooding, deliberate attempts to overload a system and broadcast attacks.
Forging of any TCP-IP packet header or any part of the header information in an e-mail or newsgroup posting.

High-risk services, which are services which tends to attract denial of service attacks, are strictly prohibited. This includes, but is not limited to, Internet Relay Chat (“IRC”) related services and selling of shell accounts.

Violators of the policy are responsible, without limitations, for the cost incurred by Innove to clean up and correct any damage done to he operation of the network and business operations supported by the network, and to respond to complaints including but not limited to labor costs. Such labor is categorized as emergency security breach recovery and Innove reserves the right to change all costs related to rectifying the damage. Inquiries regarding security matters may be directed to [email protected]. Innove is concerned with the privacy of online communications and web sites. In general, the internet is neither more nor less secure than other means of communication, including mail, facsimile, and voice telephone service, all of which can be intercepted and otherwise compromised. As a matter of prudence, however, Innove urges you to assume that all of your online communications are not secure, and we encourage you to make use of the following tools including but not limited to:

anti-virus software;
appropriate software and/or hardware firewalls;
privacy protection tools

Innove cannot take responsibility for the security of information transmitted over Innove facilities.

Password Protection

You are responsible for protecting your password and for any authorized and unauthorized use of your password. You will not use or permit anyone to use Innove Service or to access other systems or networks without authorization. Innove will fully cooperate with law enforcement authorities in the detection and prosecution of illegal activity.

Internet Etiquette

You are expected to be familiar with and to practice good internet etiquette (Netiquette) as stated in this AUP. You will comply with the rules, appropriate to any network to which Innove may provide access. You will not post, transmit, or permit Internet access to information you desire to keep confidential. You are not permitted to post any material that is illegal, libelous and/or tortuous, indecent or is likely to result in retaliation against Innove by offended users. You are not allowed to post any material that will result to rebellion, insurrection, coup d’ etat, sedition, conspiracy to commit sedition or inciting to sedition.

Innove reserves the right to refuse or terminate service at any time for violation of this section. This includes advertising services or sites via IRC or USENET in clear violation of the policies of the IRC channel or USENET group.

Copyright Infringement – Software Piracy Policy

The Innove network may only be used for lawful purposes. Transmission, distribution or storage of any information, data or material in violation of the law is prohibited. This includes, but is not limited to, material protected by copyright, trademark, trade secret, or other intellectual property rights. Making unauthorized copies of software is a violation of the law, regardless how many copies you are making. If you copy, distribute or install the software in ways that the license does not allow, you are violating copyright law. If caught with pirated software, you may be liable under both civil and criminal law, and you may be fined and/or imprisoned. In compliance with the laws relating to Intellectual Property, please send notifications of claimed infringements to [email protected]. Innove will cooperate fully with any civil and/or criminal litigation arising from the violation of this policy.

Network Responsibility

You have a responsibility to use the Innove network responsibly. This includes respecting the other subscribers of Innove. Innove reserves the right to suspend and/or cancel service of any subscriber who uses the Innove network in such a way that adversely affects other Innove network subscribers. This includes but is not limited to:

Attacking or attempting to gain unauthorized access to servers and services that belong to Innove or its subscribers (i.e. computer hacking), and/or participating in behavior which result in reprisals that adversely effect the Innove network or other subscribers access to the Innove network.

Innove will react strongly to any use or attempted use of an Internet account or computer without the owner’s authorization. Such attempts include, but are not limited to “Internet Scanning” (tricking other people into releasing their passwords), password robbery, security hole scanning, port scanning, etc. Any unauthorized use of the accounts or computer by an Innove subscriber, whether or not the attacked account or computer belongs to Innove, will result in severe action taken against the attacker. Possible actions include warnings, account suspension or cancellation, and civil or criminal legal action, depending on the seriousness of the attack. Any attempt to undermine or cause harm to a server or subscriber of Innove is strictly prohibited.

Lawful Purpose

All services may be used for lawful purposes only. Transmission, storage, or presentation of any information, data or material in violation of any applicable law, regulation or AUP is prohibited. This includes, but is not limited to:

Using any Innove service or product for the purpose of participating in any activity dealing with subject matters that are prohibited under the applicable law is prohibited.

Any conduct that constitutes harassment, fraud, stalking, abuse, spamming, the spread of viruses, or denial of service attacks in connection with use of Innove services or products is prohibited. Using the Innove network to solicit the performance of any illegal activity is also prohibited, even if the activity itself is not performed. In addition, knowingly receiving or downloading a file that cannot be legally distributed, even without the act of distribution, is prohibited.

Servers hosted within Innove network are open to the public. You are solely responsible for your usage of the Innove network and servers and any statement you make on servers hosted within the Innove network may be deemed “publication” of the information entered. Acknowledging the foregoing, you specifically agree not to use our service in a manner that is illegal or libelous.

Pornography on the Internet

Our policy on pornography is zero tolerance, Innove will cooperate fully with any criminal investigation into a subscriber’s violation of the Child Protection Act of 1984 concerning child pornography and the other laws on pornography. You are ultimately responsible for the actions of your clients over the Innove network, and will be liable for illegal material posted by your clients.

According to the Child Protection Act, child pornography includes photographs, films, video or any other type of visual presentation that shows a person who is or is depicted as being under the age eighteen years and is engaged in or is depicted as engaged in explicit sexual activity, or the dominant characteristic of which is the depiction, for a sexual purpose, of a sexual organ on the anal region of a person under the age of eighteen years or any written material or visual representation that advocates or counsels sexual activity with a person under the age of eighteen years.

Commercial Advertisements with E-mail

Innove takes a zero tolerance approach to the sending of Unsolicited Commercial E-mail (UCE) or SPAM over our network. This means that a subscriber of Innove may not use or permit others to use Innove’s network to transact in UCE. You may not host or permit hosting of sites or information that is advertised by UCE from other networks. Violations of this policy carry severe penalties, including termination of service.

Sending unsolicited messages to a number of recipients is by itself spamming, unless the individuals have specifically requested to be added to a mailing on the topic. This includes commercial advertisements and informational messages sent to recipients via electronic mail (e-mail) as well as off-topic messages posted in Usenet discussion groups where the recipients has not requested or invited the message. Mailing lists must be true opt-in mailing lists. Before sending any e-mail to listed user, a confirmation e-mail, with a tracking number, must be sent to the new subscriber, to which they must respond with a confirmation that they wish to be added to the list. You must keep these confirmations on file, so that in the case that a spam complaint is made against you, you have proof that the user did indeed opt-in. In addition, you must provide at least one easy way to opt-out. Opt-out requests must be honored immediately.

E-mail is a Person-to-Person Medium, Not a Broadcast Medium

You are strictly prohibited from using or permitting others to use UCE or SPAM over our network. As our Subscribers are ultimately responsible for the actions of their clients over the Innove network, it is advisable to develop a similar or stricter policy for your clients.

Violation of Innove’s SPAM policy as contained in this Agreement will result in appropriate legal action. Upon notification of an alleged violation of the SPAM policy, Innove will initiate an immediate investigation (within 48 hours of notification). During the investigation, Innove may restrict your access to the network to prevent further violation of the SPAM policy. Innove may, at its sole discretion, restrict, suspend or terminate your account. Further, Innove reserves the right to pursue civil remedies for any costs associated with the investigation of a substantiated policy violation. Innove will notify law enforcement officials if the violation is believed to be a criminal offence.

Violation if Innove SPAM policy may be reported to [email protected].

IP Address Overlap

Innove administers the network on which your servers reside. You cannot use IP addresses which have not been assigned to you by Innove staff. Any server found using IPs that have not been assigned will be suspended from network access until such time as the IP address overlap can be connected.

IRC POLICY

Innove does not allow use of IRC Servers on the Innove network without written authorization. This includes but is not limited to the use of server software, bits or the like. Violators’ servers will be suspended.

Billing

You understand that you are responsible for paying for any network resources that are used to connect your service to the Internet. You may request that your server be disconnected from the Internet, but you will still be responsible for paying for any network resources used up to the point of suspension or cancellation.

Suspension

Innove reserves the right to suspend network access to you if, in the judgment of the Innove network administrators, your server is the source or target of the violation of any of the other terms of the AUP or for other analogous grounds which in Innove’s reasonable judgment are violations of the terms of the AUP. If inappropriate activity is detected, all your accounts in question will be deactivated until an investigation is complete. Prior notification to you under these circumstances is no assured. In extreme cases, law enforcement will be contacted regarding the activity. You will not be credited for the time the customers’ machines had to be suspended. You will be credited on a prorated basis based on the monthly fees you pay for the servers that suspended for the time your machines had to be suspended.

Cancellation

Innove reserves the right to cancel service at any time. If inappropriate activity is detected, all your accounts in question will be deactivated until an investigation is complete. Prior notification to you under these circumstances is not assured. In extreme cases, law enforcement will be contacted regarding the activity. All fees paid in advance of cancellation are non-refundable if Innove institutes its right of cancellation. Any violation of policies which results in extra costs will be billed to you (i.e. transfer, space, etc.).

Indemnification

Innove wishes to emphasize that in signing the Innove Terms and Conditions Agreement, or its equivalent, you will indemnify Innove for any violation of Innove terms and conditions agreement, law or AUP that results in loss to Innove or the bringing of any claim against Innove by any third party. This means that if Innove is sued because of your or your customer’s activity, you will pay any damages awarded against Innove, plus costs and reasonable attorney’s fee.

Acceptable Use – Broadband Services

You must not use the service in manner which interferes with the rights of the other users or which breaches Internet Etiquette as likewise enumerated herein.
Among others, you must not:

disobey the rules of any newsgroup, forum, e-mail mailing list or other similar group
post the same or similar messages to more than one USENET newsgroups (including excessive cross-posting or multiple-posting, also known as “SPAM”)

Unauthorized Access

You must not use the service to obtain unauthorized access to computer, system or network.
If you do not have authorization, you must not:

access or use any data, systems or networks
probe, scan or test the vulnerability of a system or network
breach any security or authentication measures for a system or network
attempt to gain access to the account of any other user or system or network.

Unlawfully accessing or damaging data in a computer is not only a breach of the Acceptable Use Policy, it is also a criminal offense punishable by fine imprisonment or both according to law.

You must not use the service in manner which may interfere with the technical operation of the service or any other computer, system or network.

You must not attempt to interfere with the regular workings of the Innove systems or network connections or the Innove or its upstreams or any other network. The Innove may override any attempt by you to specify a particular traffic routing pattern.

You must not impair the ability of other people to use the Innove systems or the Internet or any other connected networks. You must not use the service as a staging ground to disable or interfere with other systems, for example DoS/DDoS attacks, Port Scans, etc. You must not use IRC (or other “chat” networks) bots or clone-bots on the service. An IRC bot is a program that runs and is connected to an IRC server 24 hours a day, automatically performing certain actions.

Legal Material

In using the service, you must not break any laws or infringe the rights of other persons.
For example, you must not:

distribute or make available any abusive, obscene, defamatory or pornographic material
distribute or make available any material which would be classified R or X (or refused classification) by the Classification Board or banned under the laws of the Republic of the Philippines
copy or attempt to copy any material if you do not have the owner’s permission to do so.

Detection/Co-operation

To detect and deal with the breaches of the AUP, Innove may take the following actions:

Co-operate with the other service providers to control unacceptable user behavior,
Co-operate with the Police (state or federal), or other law enforcement or intelligent agencies of the Republic of the Philippines, by providing the details and related data (i.e., log files) of users who are suspected of breaking any laws of the Republic of the Philippines
Co-operate with any court order requiring information about the activities or the service details. Innove may implement technical mechanisms to prevent behavior which breaches this policy (for example, which block multiple postings before they are forwarded to their intended recipients, access to peer-to-peer networks or websites or network addresses deemed to hold illegal content).
Innove may exercise any rights it has under its contract with you whose account is being used in breach of this policy. Such rights include the right to suspend or terminate your use of the service.

Innove may take any other action it deems appropriate, including taking action against offenders to recover costs and expenses of identifying them.

IP Address Allocation

An IP address is a number(s) that identifies a connection to the internet.

Residential grade services are assigned an IP address upon successful authentication. This means that an IP address from an allocated pool is assigned to you upon log-in and that IP address will change from time to time as set by the system.
Customers with static IP or those that do not form part of the allocated pool and will have a constant IP address
Residential Grade services are required to re-connect/re-authenticate to Innove network every 24-hour period (from initial log-in). This provides consistency and accuracy for usage and accounting purposes.
Premium/Business DSL and fiber services are exempt from the above.

Permitted Services

There are internet “servers” or “services” that are considered inappropriate to be hosted on Budget Grade and Fixed Wireless/Mobile Broadband services of Innove namely:

Anything that nay be defined as a “server”; examples are as follows:
- Web Server (port 80)
- Mail Server (port 25, 110, 143)
- Game Server (various ports)
- Any FTP Server (20, 21)
- DNS Servers (53)
- P2P Server (various ports)
- IRC (or other Chat) servers (various ports)
Services specifically exempt are:
- Non-Business VPN
- Remote Control (i.e., Remote administrator, PC anywhere, Terminal Services, Laplink, VNC, etc.)
- On the fixed Wireless/Mobile Broadband, no P2P or anonymous services although SMTP, FTP and alike are allowed

Innove reserves the right to block these or any other like services from operating on Innove’s network by utilizing access-lists, firewall, filtering or other bandwidth control technologies to limit the amount of bandwidth available to services that are not permitted.

Open Relay Mail Servers

Innove define an “Open-Relay” mail server as an SMTP mail server that allows third parties to send emails to other third parties. Third parties are those people/services that are not authorized to use an end-customer mail server.

One use of an Open-Relay server is that they are used to send spam/viruses to many people (perhaps hundreds of thousands). Open Relay servers cause significant stress on Innove’s network and are not allowed under any circumstances.

Business customers who choose to operate their own mail servers are responsible for the orderly administration of those servers. They must be configured not to be able to be used for “open relaying”. If you need assistance, please contact Innove.

Any customer, who operates an Open Relay mail server, whether purposefully or accidentally, will be liable for costs incurred by Innove in dealing with the situation.

Disclaimer of Responsibility

Innove is under no duty to look at each customer’s activities to determine if a violation of the AUP has occurred, nor do we assume any responsibility through our AUP to monitor or police internet-related activities. Innove disclaims any responsibility for any such inappropriate use and any liability to any person or party for any other person’s or party’s violation of this policy.

All Sub-Networks, resellers and managed servers of Innove must adhere to the above policies. Failure to follow any term or condition will be grounds for immediate cancellation.

*We’ve updated the Terms and Conditions for our new Vulnerability Assessment Scan promo.

APPENDIX 1

TERMS AND CONDITIONS BETWEEN INNOVE AND CUSTOMER

Service Schedule for Cyber Security Service

1. DEFINITIONS
2. “AFFILIATE” means any entity controlled, directly or indirectly, by, under common control with, or controlling a party, and specifically includes without limitation, subsidiaries, partnerships, joint ventures, and other entities or operations for which the Party has operational or management control. For the purposes of this definition, control means the power to direct, or cause the direction of, the management and policies of such an entity whether by contract, law, or ownership of the majority of the voting shares or assets of another entity, which shares ownership or assets comprises more than 51% of the entre entire shares, ownership, or assets.
4. “AGGREGATED DATA” means Customer Data that is (i) anonymized, and not identifiable to any person or entity, (ii) combined with the data of other customers or additional data sources, and (iii) presented in a manner from which Customer’s or Authorized Users’ identity may not be derived.
6. “AUTHORIZED USER” means an employee, agent, contractor, or other third party authorized by Customer and/or its Affiliates to access, use, download, deploy, or install the Products.
8. “CANCELLATION FEES” shall not be considered a penalty and equals sum of the Fee for the remainder of the then-current terms of the applicable Service(s).
10. “CUSTOMER” shall refer to purchaser and/or licensee or the Services as a signatory to this Agreement.
12. “CUSTOMER DATA” means all data or information submitted by or on behalf of Customer to the Products.
14. “DEPLOYMENT SERVICES” means the deployment services provided by INNOVE to CUSTOMER.
16. “EULA” shall mean the applicable end user agreements for use or purchase of software or third party products and/or services.
18. “EUSA” shall mean the applicable end user agreements for use of subscribed services or third party products and/or services.
20. “FEES” means any fees paid or to be paid for Products and/or Services under an Order.
22. “FORCE MAJEURE EVENT” means any circumstances which are unforeseeable, and beyond the reasonable control of the party affected, including but not limited to acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, Internet service provider or hosting facility failures or delays, hardware, software or power systems not provided by INNOVE, or acts undertaken by third parties, including without limitation denial of service attacks.
24. “INNOVE” shall mean INNOVE COMMUNICATIONS, INC.
26. “INTELLECTUAL PROPERTY RIGHTS” means copyrights (including, without limitation, the exclusive right to use, reproduce, modify, distribute, publicly display and publicly perform the copyrighted work), trademark rights (including, without limitation, trade names, trademarks, service marks, and trade dress), patent rights (including, without limitation, the exclusive right to make, use and sell), trade secrets, moral rights, right of publicity, authors’ rights, contract and licensing rights, goodwill and all other intellectual property rights as may exist now and/or hereafter come into existence and all renewals and extensions thereof, regardless of whether such rights arise under the law of the United States or any other state, country or jurisdiction.
28. “SERVICES” means the services, deliverables and/or product to be provided to CUSTOMER by INNOVE as described in an SERVICE ORDER or SOW, as applicable.
30. “SERVICE DESCRIPTION” means the description of work activities and deliverables, of any applicable to the SERVICES and included as part of the SERVICE ORDER or SOW, as applicable.
32. “STATEMENT OF WORK” or “SOW” means agreement between the parties, made subject to this Agreement, and identifies and includes the Services, Fees, SKUs, Service Descriptions and other transactional information and scope.
34. “TPP” are third party products, services, equipment and software that comprise, are integrated into, or used in connection with the SERVICES.
36. “TPP AGREEMENTS” are the end user agreements between CUSTOMER and the applicable third party as a “click-through” or “shrink-wrap” agreement or that otherwise accompanies the Third Party Product.
2. GENERAL TERMS
2. 2.1. DESCRIPTION OF THE SERVICE MADE AVAILABLE BY INNOVE
3. IDTBP’s NetSafety Scan is a real-time, no-install vulnerability assessment tool designed to quickly identify risks to your devices from web-borne threats. It offers a fast, user-friendly scan that detects exposures and vulnerabilities, providing immediate feedback and recommended action steps. Ideal for individuals, service providers, or businesses seeking peace of mind, NetSafety Scan delivers a prompt risk assessment and integrates seamlessly with Wontok’s broader suite of cybersecurity solutions. Whether used for free trial campaigns or as a lead generation touchpoint, it equips users with insight into their online risk profile, enabling them to take informed measures to safeguard their digital environments.
5. Components of the service which shall be detailed on Annex 1-A
  - IDTBP NetSafety Scan
7. 2.1.1. Documents Forming Part of this Agreement and Order of Precedence:
  1. APPENDIX 1 - Terms and Conditions between INNOVE and CUSTOMER
    1. ANNEX 1 - A Detailed Service Description and Scope of Work
    2. ANNEX 1- B Product Offer
      1. Exhibit A of ANNEX 1- B – ORDER FORM
    3. ANNEX 1- C – Escalation Matrix and customer handling
      1. Exhibit A of ANNEX 1- C - Service Level Agreement
    5. ANNEX 2 - SUPPLEMENTAL AGREEMENT TO THE TERMS AND CONDITIONS/SERVICE
    6. SCHEDULE FOR CYBER SECURITY
      1. Exhibit A of Annex 2 - Product/Service Specific Terms and Conditions
      2. Exhibit B of Annex 2 - End User License / Subscription Agreement
9. All of the above Appendices and Annexes shall constitute the entire agreement (“Agreement”) of the parties and shall govern their relationship.
11. Customer acknowledges that it has read and understood this Agreement and it shall faithfully and strictly comply with its terms and conditions.
13. In the event of any conflict or inconsistency:
  1. between the Terms and Conditions of this Agreement (Appendix 1) and the Annexes, the Terms and Conditions of this Agreement (Appendix 1) shall prevail;
  2. between the Terms and Conditions of this Agreement and the Price Payment terms, the Terms and Conditions shall prevail;
  3. between this Agreement and the Supplemental Agreement, if any, the latter shall prevail;
  4. between and among the Annexes of this Agreement, the order of priority shall be in accordance with the sequence provided in 2.1.1 of this Agreement.
15. 2.1.2. Contract Effectivity Date; Service Commencement Date
  1. Contract Effectivity Date shall commence upon the signing of the proposal by the Customer which shall cover the Initial Term as provided for in the relevant order document or in the ANNEXES or when this Terms and Conditions between Customer and INNOVE becomes binding between parties, subject to payment of relevant fees.
  2. Upon Contract Effectivity Date, the Parties shall be bound by the terms and conditions subject to the completion of the activities essential for the Service Commencement Date/Service Activation Date when Customer will commence to pay the relevant fees and expenses set forth in this Agreement.
  3. Service Commencement Date shall be the commencement of the billing (Billing Commencement Date) when Customer is deemed obligated to pay as stated on EXHIBIT A of ANNEX 1 - B
  4. This Customer Agreement shall be valid and effective for an initial period of 12 months subject for renewal as agreed upon between Innove and Customer.
2.2. OBLIGATIONS OF THE PARTIES
2. 2.2.1. OBLIGATION OF INNOVE
3. 1. Innove shall perform its scope/deliverables in Annex 1-A
    1. Performs functions relating to documentation and provisioning of the service that includes the following:
      1. Collect the necessary data and/or document, pursuant to the Service Terms and Conditions such as the Scoping Document;
      2. Process the application and inform the Customer of the status;
      3. Obtain the Customer’s consent to provide its contact details to Licensor to enable Customer to establish contact with Licensor and vice versa for product concerns;
    2. Perform the following Services to Customer:
      1. Scope the user requirements by;
        Defining the service and solution deliverables;
        Identifying the SOW/RACI and SLA details per engagement;
        Validating and executing the Customer terms and conditions;
      2. Innove shall perform the following services, as may be applicable:
        For Consulting services and Subscriptions for license only, Innove will not partake to any Program Management obligations but ensure the completion and quality of the order.
        For products that require Licensor's professional services, Innove will perform only the following Project Management functions:
        Overseeing the implementation to Customer;
        Ensuring that activities are delivered based on an agreed plan and timeline;
        For subscriptions that requires professional services and managed services from Innove or for subscriptions that would require professional services from the Licensor and Managed Services from Innove, Innove will perform the following Project Management functions:
        Ensuring that activities are delivered based on an agreed plan and timeline;
        Ensuring that the delivery of the project is within the scope. If there are changes in the scope, a change management process will take place.
        Monitoring the process of identifying and managing risk
        Ensuring that issues are cleared in a timely and reasonable manner;
        Monitor project status and provide project communications such as Status Report;
        Ensures project acceptance and proper documentation of the project;
        Monitor onboarding and transition of service with the customer.
    3. Process customer’s subscription to the product/service.
    4. Perform services in accordance with the detailed Service Description and Statement of Work in ANNEX 1-A.
    5. In so far as the scope that is strictly INNOVE’s, it will exert commercially reasonable efforts to meet industry standards.
  2. Innove shall perform Customer complaint handling in ANNEX 1-C (Escalation Matrix and Customer Handling)
5. 2.2.2. OBLIGATION OF CUSTOMER
  1. Customer shall pay INNOVE the fees in accordance with the terms and conditions on Fees (Section 5 of these Terms and Conditions) and as stated in Exhibit A of ANNEX 1- B Fees and Payment Terms).
  2. Customer shall provide consent for Innove to share Customer’s details to Third Party Vendor for the purpose of activation, provisioning of account and product support;
  3. Customer and its End Users agree to sign, abide by and comply with the applicable Agreement and Third Party terms
  4. Customer (Company Signatory) shall assign an internal “Administrator” as a single point of contact (SPOC) and provide their contact details. The administrator shall be the single source of communications for matters concerning:
    1. the access privileges of users/roles
    2. the management of user groups
    3. the assignment of purchased apps depending on assigned role
    4. all product concerns
  5. Cooperation. CUSTOMER acknowledges that INNOVE’s performance and delivery of the Services are contingent upon: (A) Customer providing safe and hazard-free access to its personnel, facilities, equipment, hardware, network and information as deemed reasonably necessary for INNOVE to perform or implement the Services, and (B) Customer’s timely decision-making, providing the requested information and granting of approvals or permissions. CUSTOMER must promptly obtain and provide to INNOVE any required licenses, approvals or consents necessary for INNOVE’s performance of the SERVICES. INNOVE will be excused from its failure to perform its obligations under this agreement to the extent such failure is caused solely by CUSTOMER’s delay in performing or failure to perform its responsibilities under this agreement.
  6. Connecting to Managed Devices. If and to the extent that INNOVE is providing managed or co-managed MSS Services, the obligations of INNOVE to comply with the Service Level Agreements applicable to the MSS Services are dependent on INNOVE’s ability to connect directly to the CUSTOMER devices on the CUSTOMER’s network through an authenticated server in INNOVE’s secure operations centre. If INNOVE is required to connect to CUSTOMER devices via a non-standard means, such as Customer’s VPN or other indirect connection, then, to the extent that INNOVE’s provision of MSS Services requires access to such managed or co-managed devices in connection with any incident response or help desk request, INNOVE (i) can does not make no any guarantees nor give any assurances of compliance with the Service Level Agreements , and (ii) has no responsibility or liability for any failure to perform or delay in performing its obligations or meeting its Service Level Agreements to the extent such failure or delay is caused by such indirect access.
3. VALIDITY OF OFFER
1. This offer shall be valid for thirty (30) days from the date of this proposal.
4. APPLICATION FOR THE SERVICE
1. INNOVE shall process Customer’s application for Service only if the following are provided:
  - Signed copy of the Application Form
  - All required credit documentation
  - Such other documents as may be required by INNOVE
3. Approval of applications shall be at INNOVE’s sole discretion. INNOVE reserves the right to approve or disapprove any application for Service. INNOVE shall not be required to give any reason for disapproving any application. Customer acknowledges that it/he/she has no cause of action for the disapproval of his application.
5. FEES; INVOICING AND PAYMENT TERMS
1. 5.1. The Billing Commencement Date is the same date as the Service Commencement Date when the Customer will commence to pay the relevant fees and expenses set forth in this Agreement.
3. 5.2. Change Order or Change Request. “Change” means any change to the Services that (i) would modify or alter the delivery of the Services, (ii) would alter the cost to Customer for the Services, or (iii) is agreed by Customer and INNOVE in writing to be Change. From time to time during the term of the Services, Customer or INNOVE may propose Changes to the Service. Any change to the Scope of Work shall be: (i) approved by both INNOVE and customer, (ii) executed by an authorized representative of Customer and INNOVE, and (iii) memorialized in change order (“Change Order”) or other written amendment that specifically identifies the portion of the BOM/SOW that is the subject of the modification or amendment and the changed or new provisions.
5. 5.3. Whenever applicable, and subject to Customer’s prior approval, travel and expenses in rendering the required Service, additional Invoice may be billed to Customer for whatever Licensor incurred as valid expense for the provisioning of additional services and other related or allied services that have been rendered.
7. 5.4. Without need of any demand, the Customer shall pay the full amount stated in the Statement of Account on or before the due date as stated in the Statement of Account.
9. 5.5. Late payment will be subject to interest at the rate of two percent (2%) per month from due date until full payment.
11. 5.6. In the event that Customer defaults in paying the charges, INNOVE reserves the right to immediately suspend the Service until full payment of the arrears plus interest; or to terminate the Service.
13. 5.7. Any reference to Fees to be paid by Customer or any commercial obligation of Customer to Licensor in the Licensor Terms in a purchase document shall be subject to this Agreement and shall be superseded by the structure on Fees to be paid by Customer to INNOVE as described in the Fees of this Agreement (Exhibit A of ANNEX 1- B). This is consistent with the interpretation that the product or service is offered through Innove as the Licensor’s Reseller, and all payments shall be invoiced by Innove.
15. 5.8. Where applicable as indicated in the relevant Order Document, Customer billing shall likewise cover such other valid expenses by Licensor relating to the provisioning of the product/ services, and such other related consulting services rendered. This shall be invoiced to the Customer apart from the fees described in Exhibit A of ANNEX 1- B as part of allied services.
17. 5.9. For a Multi-Year Contract, the Annual Subscription Statement of Account will be provided by INNOVE to the Customer at least one (1) month prior to the annual subscription anniversary date. CUSTOMER shall be liable to pay on or before the month prior to the annual subscription anniversary date. Failure of the Customer to pay on an annual basis, the full amount stated in the Statement of Account on or before the subscription anniversary date will result in termination of the services as well as a penalty interest rate of 2.0% per month on the full amount payable (In accordance with Section 5.5).
19. 5.10. The additional Terms and Conditions for the relevant Service/s are to be found in Exhibit A of Annex 2.
6. TAXES, SHIPPING, RISK AND LOSS
1. 6.1. Customer shall be responsible for all taxes such as value added tax, sales, use or excise taxes, and similar charges of any kind imposed by any governmental entity for Services provided under this Agreement. Customers who are VAT exempt shall submit the necessary VAT exemption certificate.
  
  Aside from the Monthly Recurring Fee (MRF) and/or One-Time Charge (OTC), whichever is applicable, VAT and such other applicable taxes shall be imposed on Customer unless Customer is exempt from paying such taxes. If the customer is not subject to VAT, is Exempt or enjoys Zero-Rate, customer’s authorized representative/s must inform their designated account managers and submit appropriate supporting documents as required by the BIR. The non-imposition of VAT will be effective on the next billing date after the submission of appropriate documents, and no retroactive adjustments shall be made by Globe.
  
  For PEZA and other registered business enterprises (eg. SBMA, TIEZA), yearly submission of updated zero-rated VAT certification and other documents to prove direct and exclusive use of services to the registered activity is required to maintain the non-imposition of VAT.
3. 6.2. Where applicable, the Customer is responsible and shall pay for freight, shipping, handling insurance and other transportation charges, including, but not limited to all applicable import and export fees, duties and surcharges.
5. 6.3. Customers who are designated withholding agents by the Bureau of Internal Revenue shall submit electronically the BIR Forms 2307 via Globe’s eCWT Portal based on the time prescribed by law. The eCWT Portal is a platform that enables online end-to-end handling and processing of CWT certificates and is accessible via this link: https://ecwt.globe.com.ph/portal. Globe reserves the right to collect the taxes withheld by the Customer in cash for failure to provide the CWT certificates on time.
7. 6.4. Purchases by Affiliates. Unless otherwise agreed in writing, Customer will procure that any Affiliate of Customer who submits an order to INNOVE for SERVICES, agrees to abide by the terms of this agreement and Customer is liable for any failure to comply or other breach of this agreement by any such Affiliate. INNOVE, in its sole discretion, may discontinue selling SERVICES to any Affiliate of Customer or may require additional payment and/or credit conditions for such Affiliate.
9. 6.5. Third-Party Product Purchases. If CUSTOMER is purchasing, or subsequently purchases, any third party products or services through INNOVE under a Statement of Work, then, as applicable, CUSTOMER will comply with the terms and conditions attached to this Agreement or Statement of Work relating to such third party product or service.
6.Taxes
1. 6.1. The Fees to be paid by Customer under this Agreement shall be net of any taxes. If Customer is required by law to make such a payment subject to the deduction or withholding of taxes, the sum payable by Customer in respect of which such deduction or withholding is required to be made shall be increased to the extent necessary to ensure that, after such deduction or withholding, Provider receives and retains a net sum equal to the Fees which it would have received had no such deduction or withholding been made or required to be made
3. 6.2. Purchases by Affiliates. Unless otherwise agreed in writing, Customer will procure that any Affiliate of Customer who submits an order to INNOVE for SERVICES agrees to abide by the terms of this agreement and Customer is liable for any failure to comply or other breach of this agreement by any such Affiliate. INNOVE, in its sole discretion, may discontinue selling SERVICES to any Affiliate of Customer or may require additional payment and/or credit conditions for such Affiliate.
5. 6.3. Third- Party Product Purchases. If CUSTOMER is purchasing, or subsequently purchases, any third party products or services through INNOVE under a Statement of Work, then, as applicable, CUSTOMER will comply with the terms and conditions attached to this Agreement or Statement of Work relating to such third party product or service.
7. FORCE MAJEURE
1. INNOVE shall not be liable to Customer for any loss, damage or cost arising out of or relating to failure to perform any of its obligations if such failure results from Force Majeure/ Fortuitous Events and for such other situations beyond the control of INNOVE.
  
  Force Majeure shall refer to acts of God; fires; explosions; vandalism; cable cuts; storms: hurricanes, floods, earthquakes or other similar occurrences; any law, order regulation, direction, action or request of the Republic of the Philippines, or of any other government, including state and local governments having or claiming jurisdiction over a Party or of any department, agency, commission, bureau, corporation, or other instrumentality of any local government, or of any civil or military authority; national emergencies; unavailability of materials or rights-of-way; insurrections; riots; terrorism; wars; strikes, lock-outs, embargoes, or work stoppages; pandemic, epidemic or other public health crisis (including any government-imposed quarantines, restrictions or measures responding to the outbreak of infectious disease), and other labor difficulties, supplier failures, shortages, and such other events analogous to the foregoing that lead to delays.
8. INDEMNIFICATION AND LIMITS OF LIABILITY
1. 8.1. Each Party (Indemnifying party) shall indemnify and hold the other (Indemnified Party) free and harmless from any claims or suits for damages, any loss, costs arising from the Indemnifying Party’s material breach of this Agreement, violation of applicable law or for such other fraud, gross negligence, willful misconduct, bad faith relating to its obligation.
3. 8.2. Customer understands and agrees that it is responsible for End-User behavior on the Services. Customer agrees to indemnify, defend and hold harmless INNOVE, its parent companies, business partners, licensors, directors, officers, employees, agents, and any third-party vendors from and against all claims, losses, expenses, damages and costs, expenses demands (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys’ fees, resulting from or arising out of misuse, or use of service offerings in any other manner or for any purpose other than expressly permitted by this Agreement, or any attempt to (a) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any Content included in the Service Offerings (except to the extent Content included in the Service Offerings is provided to Customer under a separate license that expressly permits the creation of derivative works), (b) reverse engineer, disassemble, or decompile the Service Offerings or apply any other process or procedure to derive the source code of any software included in the Service Offerings (except to the extent applicable law doesn’t allow this restriction), (c) access or use the Service Offerings in a way intended to avoid incurring fees or exceeding usage limits or quotas, or (d) resell or sublicense the Service Offerings; or any unauthorized use of IP rights-protected Trademarks, licensor marks. This includes improper use of data or content, unlawful exposure of data, or unlawful use of content, or any breach by the Customer of the terms and conditions of this Agreement and any breach to the Licensor terms. This includes reimbursement for all reasonable attorneys’ fees, all costs and expenses associated with the claim. Further, Customer acknowledges that the Service contains valuable trade secrets and proprietary information and that any actual or threatened breach of this Agreement constitutes immediate, irreparable harm for which monetary damages would be an inadequate remedy. Customer acknowledge that injunctive relief is an appropriate remedy for such breach. These obligations will survive any termination of Customer relationship with INNOVE or Customer use of the Services.
  
  Except for INNOVE’s obligations under this contract and subject to 8.1 hereof on Indemnity, INNOVE shall be held free and harmless from any damage, loss, claim, expense cost arising from Customer’s use of these Services, or inability to use the Services.
5. 8.3. Subject to 8.2 herein, each Party (Indemnifying Party) shall not be liable to the other (Indemnified Party) for any losses, special, indirect, consequential or incidental damages, including loss of profits or revenues, loss of prospective business advantage, loss of anticipated savings, loss of goodwill or reputation, loss data, loss of cover or losses arising from claims, or arising out of furnishing, performance or use of the services performed hereunder whether alleged as breach of contract, tort, negligence, strict liability, breach of warranty, regardless of whether the Indemnifying Party had been advised of such damages. INNOVE shall not be liable for any damages caused by delay in delivery and furnishing the services.
7. 8.4. In the event that INNOVE is held liable for damages to Customer, INNOVE’s liability shall NOT EXCEED THE AMOUNT THAT CUSTOMER ACTUALLY PAID TO INNOVE UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTH PERIOD BEFORE THE EVENT OF LIABILITY AROSE.
9. 8.5. In no event will INNOVE be liable for any damages whatsoever, including, but not limited to any direct, indirect, incidental, consequential, special, exemplary damages EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER INNOVE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER’S INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) INNOVE AND IT’S LICENSOR’S DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. IN ANY CASE, including but not limited to loss of profit, anticipated savings, loss of data, or other indirect damages, arising out of (i) the use of or inability to use of the Service, or the content, (ii) any transaction conducted through or facilitated by the Service; (iii) any claim attributable to errors, omissions, or other inaccuracies in the Service, (iv) unauthorized access to or alteration of customer transmissions or data, or (v) any other matter relating to the Services , or the content, even if advised of the possibility of such damages.
9. WARRANTIES
1. 9.1. Limited Warranty. Except as expressly stated in the preceding sentence and to the maximum extent permitted by law, INNOVE, including its Affiliates, subcontractors and agents and each of their respective employees, directors and officers (collectively, the INNOVE Parties) make no express or implied warranties, guarantees, representations or conditions with respect to any of the Products, Services or Customer Reports, including, but not limited to, any warranty of merchantability, fitness for a particular purpose, performance, suitability or non-infringement or any warranty relating to third party products or third party services.
3. 9.2. LICENSED EQUIPMENT (CPE). In the event of a defect in the materials or workmanship of the CPE, CUSTOMER shall have the right to return such defective CPE to INNOVE, and INNOVE shall, at INNOVE’s election and expense, either repair or replace such defective CPE. CUSTOMER shall be solely responsibility for all costs associated with repairing or replacing any CPE damaged by accident; unusual physical, electrical or electromagnetic stress; neglect; misuse; failure of electric power, air conditioning or humidity control; causes other than ordinary use; or any damages resulting from a breach of CUSTOMER’s obligations hereunder.
5. 9.3. PURCHASED EQUIPMENT. INNOVE warrants to CUSTOMER, for the benefits of CUSTOMER only, that any purchased equipment (excluding software) furnished by INNOVE pursuant to this Agreement will be free from defects in materials and workmanship for ninety (90) days from the date of shipment of the equipment. In the event of a defect in the materials and workmanship of the equipment during the said warranty period, CUSTOMER shall have the right to return such defective equipment to INNOVE, and INNOVE shall, at INNOVE’s election and expense, either repair or replace such defective equipment. After such warranty expires, INNOVE shall have no obligation to repair or replace such defective equipment. During such warranty period, CUSTOMER shall be solely responsible for all cost associated with repairing or replacing any equipment damaged by accident; unusual physical, electrical or electromagnetic stress; neglect; misuse; failure of electric power, air conditioning or humidity control; causes other than ordinary use; or any damage resulting from a breach of CUSTOMER’s obligations hereunder. This clause shall not apply to Third Party Products (TPP).
7. 9.4. CUSTOMER WARRANTIES. CUSTOMER represents and warrants to the following. Without limiting or other remedy that INNOVE may have, CUSTOMER agrees to indemnify and hold INNOVE and its affiliates harmless from and against all liabilities, losses, damages, costs and expenses, including without limitation reasonable legal fees and cost incurred by INNOVE resulting from CUSTOMER’s breach of this provision.
  2. 9.4.1. CUSTOMER TECHNOLOGY & INFORMATION. CUSTOMER represents and warrants and use of information, specifications and data provided by CUSTOMER to INNOVE will not constitute an infringement upon any patent, copyright, trade secret, other intellectual property right of any third party.
  4. 9.4.2. CUSTOMER’s USE OF SCANNING SERVICES. CUSTOMER represents and warrants that it has full right, power and authority to consent to have INNOVE, either directly or through any services, scan IP address and/or URL and/or domain names identified to INNOVE by CUSTOMER for scanning, whether electronically or by any other authorizations from any third parties necessary for INNOVE to perform the Services, including without limitation, third party data centers, co-locations and hosts. INNOVE will not be required to execute agreements with such third parties. CUSTOMER acknowledges and understands that accessing and scanning IP addresses and penetration testing involves inherent risks, including, without limitation, risk related to system or network performance and availability, and data corruption or loss.
  6. 9.4.3. CUSTOMER’s USE OF INNOVE PROVIDED TECHNOLOGY. CUSTOMER’s use of INNOVE portals, reports, and scanning solutions is subject to the following restrictions:
    2. 9.4.3.1. CUSTOMER may use the services and portals only to scan IP addresses, URLs and domain names owned by and registered by CUSTOMER;
    4. 9.4.3.2. Portals, services, and reports may only be used for the stated purposes in this Agreement for CUSTOMER’s internal business purposes in accordance with all applicable laws (including any export controls laws); and,
    6. 9.4.3.3. CUSTOMER shall limit access to portals to only those employees and/or contractors who have on obligation of confidentiality with CUSTOMER and have a requirement for such access on a “need to know” basis. CUSTOMER shall be solely responsible for disabling portal accounts for those employees and/or contractors who no longer require access. CUSTOMER agrees that all INNOVE provided portals, including without limitation its functionality and contents, are confidential information, and CUSTOMER’s use and/or access to any INNOVE Portal is subject to the terms of this Agreement. CUSTOMER shall not
      2. 9.4.3.3.1. Decompile, reverse engineer, disassemble, or otherwise derive any component of the portals including the software embedded therein;
      4. 9.4.3.3.2. Modify, enhance, translate, alter, tamper with, upgrade or create derivatives works of the portals, software or documentation;
      6. 9.4.3.3.3. Strip out or alter any trademark, service mark, copyright, patent, trade secret or intellectual property notices, legends, markings or indications on or within any component of the portals, software or documentation,
      8. 9.4.3.3.4. Merge TPP or any part of the SERVICE with other software; or attempt (9.4.3.3.1), (9.4.3.3.2), (9.4.3.3.3) and/or (9.4.3.3.4)
  7. 9.4.4. END USER. Unless specified otherwise in the applicable Statement of Work, CUSTOMER represents and warrants that it is the ultimate person to use or consume all Services provided pursuant to this Agreement.
10. TERMINATION OF CONTRACT
1. 10.1. TERMINATION If the Customer decides to pre-terminate the contract before its expiration or for any other reasons stated in this section “Section 10.1 Termination”, Customer shall ensure that all customer data are properly protected as provided below prior to notification of termination in accordance with this Customer Contract, please refer to Exhibit C of Annex 2 herein, specifically, Shared Responsibility Model, which presupposes that Customer has initiated the appropriate configuration prior to access to the services and accordingly observes the proper procedure for back-up prior to termination.
3. Termination procedure shall be as follows:
5. Customer shall:
  - Back-up any applications and data that the customer wants to retain in their premise. All resources and data that were stored in the account will be lost and cannot be recovered.
  - Provide INNOVE’s official channel, [email protected] a written notice of termination/pre-termination thirty (30) days prior to the effective date of termination. Customer shall be liable to pay the recurring charges until the effective date of termination as stated in Section 10.2 Effects of Termination.
7. It is important to note that INNOVE in accordance with processes, policies and procedures in terminating/closing an account shall terminate/close the Customer respective account in any circumstances stated in this section (Section 10.1 Termination).
8. 1. 10.1.1. Termination for Convenience.
    2. 10.1.1.1. Customer may terminate this Agreement for any reason by providing INNOVE with notice via its official channel, [email protected] and closing Customer account for all Services for which we provide an account closing mechanism.
    4. 10.1.1.2. INNOVE may terminate this Agreement for any reason by providing the Customer at least 30 days’ advance notice.
    6. 10.1.1.3. This shall be without prejudice to the Customer’s obligation to pay liquidated damages equivalent to the MSF multiplied by the number of months remaining within the contract term. Please refer to Exhibit A of ANNEX 1- B, Fees. Except for “on demand pay only if used” services.
  2. 10.1.2. Termination For Cause
    2. 10.1.2.1. By Either Party. Either party may terminate this Agreement for cause if the other party is in material breach of this Agreement and the material breach remains uncured for a period of 30 days from receipt of notice by the other party or when the other party is suffering from an Insolvency Event by sending a written notice of termination specifying the breach committed by the other party. The termination shall take effect thirty (30) days after the termination notice is sent unless the breach is curable and cured to the satisfaction of the terminating party and the latter sends written notice within the said 30-day period acknowledging that the breach has been cured. This shall be subject to Clause 10.2 a (ii) where Customer shall remain responsible for charges incurred up to the time of termination.
    4. Insolvency Event means the happening of any of these events:
      1. an application is made to a court for an order, or an order is made, that a party be wound up;
      2. a party enters into any financial arrangement, compromise or composition with or assignment for the benefit of any of its creditors;
      3. a party has a receiver, receiver and manager, trustee in bankruptcy, provisional liquidator, administrator, liquidator or other like person appointed to or over part or all of its assets or business; or
      4. Any act or event that has a substantially similar effect to any of the events specified above.
    6. 10.1.2.2. By INNOVE and/or its Licensor/Vendor.
      - INNOVE may also terminate this Agreement immediately upon notice to Customer
      1. for cause if INNOVE have the right to suspend
      2. if our relationship with a third-party partner who provides software or other technology INNOVE uses to provide the Service Offerings expires, terminates or requires INNOVE to change the way INNOVE provides the service on account of licensor software change, or
      3. END OF LIFE. If, during the term of this Agreement, INNOVE discontinues any SERVICE, then INNOVE shall provide CUSTOMER with written notice of such discontinuation as soon as reasonably practicable but not less than one-hundred eighty (180) days prior to such discontinuation and may, in its sole discretion, either (i) substitute the discontinued SERVICE with a service comparable quality and effectiveness; or (ii) terminate the discontinued SERVICES. If a substitution results in an increase of costs to INNOVE or from a Third Party Product (TPP) Provider of more than ten percent (10%), then INNOVE may increase the Fees proportionately.
      4. in order to comply with the law or requests of governmental entities
10. 10.2. EFFECTS OF TERMINATION
  2. 10.2.1 Generally. Upon the Termination Date:
    1. 10.2.1.1. All Customer rights under this Agreement will immediately terminate; except for the obligation to pay for accrued due and demandable payables, which is a condition to enable Customer to extract its data subject to INNOVE’s validation and further notification
    3. 10.2.1.2. In the event of Termination for Cause, Customer shall remain responsible for all fees and charges it has incurred up to the Termination Date.
    5. 10.2.1.3. In the event of pre-termination by the Customer by “Termination for Convenience”, Customer shall be responsible for any fees and charges multiplied by the remainder of the term depending on the service subscribed by the Customer;
    7. 10.2.1.4. Customer shall immediately return or, if instructed by us, destroy all Content in Customer possession, if any; and
    9. 10.2.1.5. The Termination of the rights to Customer is without prejudice to its obligations under the following sections of APPENDIX 1:
      
      As applicable, Section 1 (Definitions), Sections 2.2 (Obligations of the Parties); Section 5 (Fees; Invoicing and Payment Terms), Section 13 (Proprietary Rights) (except the license granted to Customer in Section 13.3 (Service Offering Licenses), Section 8 (Indemnification and Limits of Liability) will continue to apply in accordance with their terms.
    11. 10.2.1.6. In the event of termination for convenience under Section 10.1, the accrued rights and obligations of the Parties at the time of the termination shall be respected. Furthermore, and only when applicable, should the termination for convenience be initiated by Innove, Innove shall ensure the continuous, smooth and proper transition of the service/s provided to the Customer.
    13. 10.2.1.7. Termination or Expiration of a Statement of Work will not be construed, by implication or otherwise, to constitute this Agreement or any other existing Statement of Work. In the event that this Agreement is terminated, any open Statement of Works will also terminate.
  3. 10.2.2. Post Termination
    - During the 30-day period following the Termination Date and in accordance with the Customer Contract:
    1. INNOVE will not take action to remove from the systems any of Customer’s Content as a result of the termination subject to 10.2.2 hereof where Customer shall retrieve the content; and
    2. Customer is allowed to retrieve their Content from the Services, provided the Customer has paid all amounts due under this Agreement.
    3. INNOVE reserves the right to terminate the service with prior written notice to Customer in the event that circumstances arise which prevent INNOVE from providing the Service. In such an event, it will be the sole responsibility of the Customer to download and delete its data before the termination of the service takes effect.
11. 10.3. INNOVE reserves the right to terminate the service with prior written notice to Customer in the event that circumstances arise which prevent INNOVE from providing the Service. In such an event, it will be the sole responsibility of the Customer to download and delete its data before the termination of the service takes effect.
11. DATA PRIVACY
1. 11.1. Where applicable, each party agrees to the following security, privacy and data protection measures and provisions:
  1. 11.1.1. Parties (where applicable), shall adhere to and abide by the provisions and obligations contained in Republic Act No. 10173 or the Data Privacy Act of the Philippines and its implementing rules and regulations, data privacy law and INNOVE’s data privacy policies which adopts GLOBE’s (Globe Telecom, Inc) data privacy policy (http://www.globe.com.ph/privacy-policy). The use of personal information should also be specified to those authorized to process the personal data, and must be consistent with the purpose of this Agreement. Customer shall appoint an Administrator internally who shall be in charge of managing, operating and controlling the data that will be for use by its End Users. The Administrator shall likewise function as the single point of contact (SPOC) with Licensor for the necessary Documentation to be fulfilled as part of Service’s implementation activities. The Customer or its Administrator shall create and implement Customer’s data information security policy.
  3. 11.1.2. Customer shall obtain all required consents under the Data Privacy Act of 2012 and all Relevant Laws before providing personal information. This includes the obligation to obtain the End User’s acceptance of the Service/s to signify consent to the processing of Customer Data/Information or personal identifiable information pursuant to the purpose of this Agreement. Customer or through its Administrator shall exercise strict confidentiality and employ reasonable measures to ensure that its Administrator officers, directors, employees, agents, attorneys, predecessors, successors, and assigns will hold such Customer Data Information with strictest confidence in accordance with this Agreement.
  5. 11.1.3. Customer acknowledge that INNOVE may use personal information to the extent necessary to comply with the requirements of the law and legal processes. Customer allows INNOVE to access and disclose to law enforcement or other government authorities, including any order of the court any data from, about or related to Customer, provided that INNOVE uses diligent reasonable efforts to assure that the personal information required to be disclosed is treated confidentially in the relevant proceeding and promptly notifies the Customer of the required disclosure to enable Customer the opportunity to prevent or control such disclosure.
  7. 11.1.4. Subject to the terms and conditions of the relevant Licensor’s Terms, the Customer accepts/consents that some portions of the Service may require that personal information be provided. Such personal information refers to any and all information relating to the End User/s (including, but not limited to the name, contact number, email address, and mailing address) obtained via Customer access to or use of the Service.
  9. 11.1.5. With Customer consent, INNOVE may use Customer Data for planning, research, design and marketing of services. Customer acknowledges that its data is automatically forwarded to the Service Provider upon access to the Services, including Personal information that the Customer and its End Users knowingly provide via the service.
  11. 11.1.6. Any information disclosed in the public areas of the internet (such as message boards and forums) becomes public information. Customer should exercise caution when disclosing personal information in this way.
12. CONFIDENTIALITY
1. As used herein, the term "Confidential Information" shall mean all non-public, confidential or proprietary information disclosed hereunder, in any tangible or intangible form, such as but not limited to written, oral, visual, audio, those produced by electronic media, or through any other means, that is designated as confidential or that by its nature or circumstances surrounding its disclosure, should be reasonably considered as confidential.
  
  Herein parties shall hold in complete confidence any and all information that the other party may receive from the other party about its business, operations, clients, methods, means and content of its work, systems, equipment, shareholders, investors, contracts, agreement(s), properties, the nature of documents/parcels delivered and received, the identity of the sender(s) and recipients of the delivered and received documents/parcels and other information similar to the foregoing, in the course of the performance of the work hereunder except as are specifically indicated by the other party as being for the release to the general public. Herein parties expressly understood and acknowledged herein that all information whether relevant to this Agreement or not, are considered confidential and therefore entitled to the protection of this paragraph. This Clause shall survive the termination of the Agreement for a period of five (5) years.
  
  The parties agree to:
  1. Disclose Confidential Information only to its stockholders, directors, officers, personnel and employees who need to have access to it for the purpose set out above, and ensure that they adhere and abide by these terms and conditions, and
  2. Not copy or reproduce in whatever form any part of the Confidential Information except what may be reasonably necessary for the purpose set out above, in which event any copies or reproductions in writing so made shall be the property of the Disclosing Party.
  3. Obtain the prior written consent of the other party prior to any public releases or announcements concerning the Agreements, or the services
3. The above requirements shall not apply to any part of information supplied by the Disclosing Party, which:
  1. Is in or comes into the public knowledge without breach of this Agreement;
  2. Is lawfully received by the Receiving Party from a Licensor without breach of this Agreement; or
  3. Can be proven to have been in the Receiving Party’s lawful possession prior to disclosure of the Disclosing Party; or
  4. Information requested pursuant to any applicable statute, law, rule or regulation of any Government authority or pursuant to an order of any court or tribunal of competent jurisdiction; provided, however, that the Receiving Party shall advise the Disclosing Party in a timely manner of such order to enable the Disclosing Party to apply for such legal protection as may be available with respect to the Confidential Information.
5. The Receiving Party shall immediately notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information or any other breach of the confidentiality provisions, and shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.
13. PROPRIETARY RIGHTS
1. 13.1. Customer’s Proprietary Rights. CUSTOMER represents and warrants that it has the necessary rights, power and authority to transmit Customer Data to INNOVE under this Agreement. As between Customer and INNOVE, CUSTOMER will own all right, title and interest in and to (i) any data provided by CUSTOMER to INNOVE and/or Customer data accessed or used by INNOVE or transmitted by Customer to INNOVE or to INNOVE Equipment in connection with INNOVE’s provision of the Services, including, but not limited to, CUSTOMER data included in any written or printed summaries, analyses or reports generated in connection with the Services (“Customer Data”), (ii) all intellectual property, including patents, copyrights, trademarks, trade secrets and other proprietary information (“IP”) of CUSTOMER that may be made available to INNOVE in the course of providing Services under this Agreement, and (iii) all confidential or proprietary information of CUSTOMER or CUSTOMER Affiliates, including, but not limited to, Customer Data, Customer Reports (as defined in Section X.3), and other Customer files, documentation and related materials, in each case under this sub-clause (iii), obtained by INNOVE in connection with this Agreement.
  
  During the Term, Customer grants to INNOVE a limited, non-exclusive license to use the Customer Data solely for the purposes contemplated by this Agreement and for INNOVE to perform the Services as contemplated in this Agreement. This Agreement does not transfer or convey to INNOVE or any third party any right, title or interest in or to the Customer Data or any associated IP rights, but only a limited right of use as granted in and revocable in accordance with this Agreement.
3. 13.2. INNOVE’s Proprietary Rights. As between CUSTOMER and INNOVE, INNOVE will own all right, title and interest in and to the Software, Equipment and Documentation. This Agreement does not transfer or convey to CUSTOMER or any third party any right, title or interest in or to the Software, Equipment or Documentation or any associated IP rights, but only a limited right of use as granted in and revocable in accordance with this Agreement. INNOVE will retain ownership of all copies of the Documentation. INNOVE agrees to transfer all right, title and interest to any CUSTOMER purchased equipment (not including any INNOVE IP loaded onto such equipment) purchased by CUSTOMER pursuant to a Statement of Work. In addition, CUSTOMER agrees that INNOVE is the owner of all right, title and interest in all IP in any work, including, but not limited to, all inventions, methods, processes, and computer programs including any source code or object code, (and any enhancements and modifications made to them) contained within the Services and/or Products, collectively, the “WORKS”), developed by INNOVE in connection with the performance of the Services and of general applicability across INNOVE’s customer base, and CUSTOMER assigns to INNOVE all right, title and interest in any copyright that CUSTOMER may have in and to such WORK; provided, however, that such WORK will not include information or data belonging, referencing, or pertaining to CUSTOMER or CUSTOMER Affiliates. Without limiting the foregoing, INNOVE will own all right, title and interest in all IP in any advisory data, threat data, vulnerability data, analyses, summaries, bulletins and information made available to Customer in INNOVE’s provision of its Cyber Security Services. During the Term, INNOVE grants to Customer a limited, non-exclusive license to use such Works solely to receive the Services for CUSTOMER’s or CUSTOMER’s Affiliate’s internal security purposes.
5. 13.3. CUSTOMER REPORT. CUSTOMER will own all rights, title and interest in and to any written summaries, reports, analyses, and findings or other information or documentation prepared exclusively for CUSTOMER in connection with the Consulting Services (the “Customer Reports”). The provision by CUSTOMER of any CUSTOMER Report or any information in it to any unaffiliated third party does not entitle such third party to rely on the Customer Report or its contents in any manner or for any purpose, and INNOVE disclaims all liability for any damages (whether foreseen or unforeseen, direct, indirect, consequential, incidental, special, exemplary or punitive) arising from or related to reliance by any third party on any Customer Report or its contents.
7. 13.4. Publicity, Trademarks and Logo. Without prior written approval signed by an authorized representative of INNOVE, CUSTOMER shall not, directly or indirectly, (i) use GLOBE’s or INNOVE’s name or any of GLOBE’s or INNOVE’s trademarks, service marks or logos, (ii) make any public announcement related to this Agreement or the Services or (iii) disclose any third party the fact that INNOVE’s is CUSTOMER service provider.
9. 13.5. Return of Proprietary Information. On termination of this Agreement, each party will, at the request of the other party and to the extent practicable, return, or on the other party’s request, destroy, all copies of the other party’s IP and/or Confidential Information, including any Customer Data, in such party’s possession, custody or control. For Customer purchased equipment, Customer must erase, destroy and cease use of all Software located on such Customer purchased equipment on expiry or termination of the Term.
14. THIRD PARTY PRODUCTS (TPP)
1. 14.1. END USER AGREEMENTS. CUSTOMER hereby accepts and agrees to comply with all applicable Third Party Agreements. Customer’s use of Third Party Product is conditioned upon acceptance. Third Party Product Agreements may be amended from time to time. If Customer does not accept the amended Third Party Agreement, Customer must cancel the service impacted by such Third Party Product. INNOVE may suspend or cancel CUSTOMER’s access to or right to use Third Party Product if Customer does not comply with or respond to a request from INNOVE or a Third Party Vendor to accept or agree to comply with an applicable Third Party Product Agreement. All applicable Third Party Products are incorporated by reference and made a part of this Agreement.
3. 14.2. THIRD PARTY PRODUCT LICENSE. Subject to CUSTOMER’s acceptance of and compliance with applicable Third Party Product Agreements, INNOVE will supply to CUSTOMER and the Third Party Product Vendor will grant to CUSTOMER a non-exclusive, non-transferable license for the Term of this Agreement, and not for commercial distribution or other trade dealing.
5. 14.3. THIRD PARTY PAYMENTS. INNOVE, acting in its capacity as a reseller for the Third Party Product vendor, will invoice CUSTOMER for Third Party Product. CUSTOMER appoints as its agent for ordering, accepting delivery and making payment to the THIRD PARTY PRODUCT vendor on client’s behalf.
7. 14.4. THIRD PARTY WARRANTIES. INNOVE makes no warranties, express or implied, as to Third Party Product, the only warranties for Third Party Product are set forth in all applicable Third Party Agreements.
9. 14.5. THIRD PARTY PRODUCT INDEMNITY. CUSTOMER agrees to indemnify INNOVE against damages which INNOVE may incur in connection with CUSTOMER’s violation of applicable Third Party Agreements.
11. 14.6. OTHER APPROVAL AND LICENSES. Where CUSTOMER uses third-party products or services that are not provided by INNOVE, CUSTOMER is responsible for obtaining all necessary approvals and licenses to authorize use of such third-party products or services in conjunction with the Service.
15. General Provisions
1. 15.1. These Terms and Conditions shall be governed by and construed in accordance with Philippine laws and Customer agrees to submit to the exclusive jurisdiction of the Philippine court with venue in Makati City.
3. 15.2. In the event of conflict between the provisions in the Terms and Conditions of this Customer Agreement, and the provisions in the specific Service Schedules, the provisions in the Service Schedules shall prevail.
5. 15.3. By exhausting good faith negotiations and dispute resolution, the parties hereto shall endeavor their best to settle any dispute, difference, claim or question arising out of or in connection with these Terms and Conditions or as between parties, including any question regarding its existence, validity, or termination, or any claim or as to any matter connected with or arising out of these Terms and Conditions or the operation thereof or the rights, duties or liabilities of either party, amicably between themselves by negotiations. The first level of which shall be between the negotiating team and the second level of which will be the relevant group head of respective parties and subject to final resolution as judicially determined.
7. 15.4. These Terms and Conditions may be amended or modified only with the mutual written consent of the Parties.
9. 15.5. Neither party can assign, transfer rights and obligations under this Contract, without the consent of the other, provided that such consent is not unreasonably withheld
11. 15.6. ASSIGNMENT: Neither party can assign, transfer rights and obligations under this Agreement, in whole and in part, without prior written consent of the other party; provided, that no written consent shall be required to assign this Agreement to any parent or wholly owned subsidiary of a party, and further provided that INNOVE may assign this Agreement with CUSTOMER’s prior consent to a successor by way of a merger, acquisition, sale, transfer or other disposition of its assets. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
13. 15.7. FEEDBACK. CUSTOMER agrees that any Feedback will be INNOVE’s exclusive property of INNOVE. To the extent CUSTOMER owns any rights in the Feedback, it agrees to assign to INNOVE all right, title and interest in and to the Feedback
15. 15.8. EXPORT CONTROL. Customer agrees to comply with all applicable local and foreign export laws, restrictions and regulations and not to export or re-export any product, technology or information it obtains or learns pursuant to its relationship with INNOVE in violation of any such laws, restrictions and regulations. CUSTOMER shall bear all expenses relating to any necessary licenses and/or exceptions with respect to the export from any country of the equipment purchased from INNOVE to any location in compliance with all applicable laws and regulations prior to the delivery of thereof by CUSTOMER. CUSTOMER shall indemnify and hold INNOVE harmless from all claims, damages and related expenses (including reasonable attorneys’ fee) incurred by INNOVE that results from CUSTOMER’s breach of this provision. INNOVE SHALL NOT BE LIABLE FOR CUSTOMER’s VIOLATION OF ANY EXPORT OR IMPORT LAWS, WHETHER UNDER THE PHILIPPINES OR FOREIGN LAW.
17. 15.9. INCORPORATION BY REFERENCE. Where and if applicable, the terms of the Service Description(s), DPA, EULA(s), EUSA(s) and TPP Agreement(s), are incorporated into and made a part of this agreement by reference.
19. 15.10. RELATIONSHIP. The relationship between the parties to this Agreement shall be that of an independent service provider. Nothing in this Agreement shall be construed to create or imply a partnership, joint venture, agency relationship or contract of employment.
21. 15.11. NO THIRD-PARTY BENEFICIARIES. Nothing herein expressed or implied is intended to or shall be construed to confer upon or give any person or entity, other than the parties hereto and their respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement.
23. 15.12. SUBCONTRACTORS. Customer expressly consents to INNOVE’s right to use subcontractors in connection with the performance of Services hereunder, provided that INNOVE shall remain responsible for its obligations under this agreement.
25. 15.13. HIGH RISK ACTIVITIES. THE SERVICES TO BE PROVIDED UNDER THIS AGREEMENT ARE NOT DESIGNED, MANUFACTURED, OR INTENDED FOR HIGH RISK ACTIVITIES. ACCORDINGLY, INNOVE SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANT OF FITNESS FOR HIGH RISK ACTIVITIES. CUSTOMER WILL NOT INCORPORATE (WITHOUT THE EXPRESS WRITTEN APPROVAL OF INNOVE) ANY SERVICES INTO ANY SUCH PRODUCTS.
27. 15.14. DIRECTIVES. CUSTOMER shall immediately notify INNOVE if CUSTOMER knows or has reason to believe that INNOVE has been or will be required, as a result of activity arising out of or related to this Agreement or the Services, by any court or administrative agency of the Philippines, by the PCI SSC, or by any legal process to respond to any subpoena, search warrant, discovery or other directive under the authority of such court, administrative agency, governmental inquiry or process in connection with any proceedings or investigation in which CUSTOMER or any of its affiliates, officers, directors, agents, employees, or subcontractors is involved. Whether or not such notice is given by CUSTOMER, CUSTOMER shall directly assist INNOVE in INNOVE’s attempt to reduce the burdens of compliance with any such directive, and CUSTOMER shall reimburse any and all reasonable expenses incurred by INNOVE and its affiliate in complying with such directives, including, but not limited to, attorney’s fees and INNOVE’s outside counsel attorneys’ fees for representation and advise, travel and lodging expenses, and an hourly rate for the time spent by INNOVE in responding to such matters.
29. 15.15. NOTICE. Except as otherwise provided in this Agreement, all notices, consents, or approvals required by this Agreement shall be in writing sent by certified or registered mail, postage prepaid, or by electronic mail (receipt confirmed) to, (i) in the case of INNOVE COMMUNICATIONS, Valero Telepark, 111 Valero Street, Salcedo Village, Makati City, Metro Manila, Philippines, Attn: Corporate Legal Department, Email : [email protected], and (ii) in the case of CUSTOMER, the address and email address set forth on the signature page hereto. Notices shall be deemed effective on the date mailing (for certified or registered mail) or the date that receipt is confirmed (for electronic mail). CUSTOMER agrees to accept communications from INNOVE via email.
31. 15.16. ENTIRE AGREEMENT; SEVERABILITY; SECTION HEADINGS. This Agreement and the Statements of Work are the entire agreement between INNOVE and CUSTOMER with respect to its subject matter and supersede all prior oral and written understandings, agreements, communications, and Customer terms and conditions attached to a purchase order or agreements, including, but not limited to, any security or privacy agreements executed by the parties. No amendment to or modification of this Agreement, in whole or in part, will be valid or binding unless it is in writing and executed by authorized representatives of both parties provided, however that the Service Level Agreements may be amended from time to time by INNOVE, as reasonably necessary, in its reasonable discretion as long as such amendments (a) will have no material adverse impact on the Services, Service Levels or service credits, (where applicable), currently being provided to Customer by INNOVE; and (b) are being affected with respect to all similarly situated INNOVE customers . If any provision of this Agreement is void or unenforceable, the remainder of this Agreement will remain in full force and effect. Section headings are for reference only and will not affect the meaning or interpretation of this Agreement.
33. 15.17. COUNTERPART AND ELECTRONIC SIGNATURE. This Agreement and/or STATEMENT OF WORK may be executed in any number of counterparts, each of which is an original, but all of which together constitute one and the same agreement. This Agreement and/or STATEMENT OF WORK may be executed electronically or by way of electronic signature and such electronic signatures shall be deemed original signatures, have the same force and effect as manual signatures and binding upon the parties. If this Agreement shall be executed electronically, the best evidence of this Agreement shall be a copy of this Agreement bearing an electronic signature, in portable document format (.pdf) form, or in any other electronic format intended to preserve the original graphic and pictorial appearance of a document.

ANNEX 1 - A

DETAILED SERVICE DESCRIPTION AND SCOPE OF WORK

SERVICE DESCRIPTION
1. IDTBP’s NetSafety Scan is a real-time, no-install vulnerability assessment tool designed to quickly identify risks to your devices from web-borne threats. It offers a fast, user-friendly scan that detects exposures and vulnerabilities, providing immediate feedback and recommended action steps. Ideal for individuals, service providers, or businesses seeking peace of mind, NetSafety Scan delivers a prompt risk assessment and integrates seamlessly with Wontok’s broader suite of cybersecurity solutions. Whether used for free trial campaigns or as a lead generation touchpoint, it equips users with insight into their online risk profile, enabling them to take informed measures to safeguard their digital environments.
3. Product Benefits
  - Rapid Risk Visibility: Instantly uncovers potential security exposures without requiring any installation, reducing friction and saving time.
  - User Empowerment: Provides clear, actionable feedback that helps users understand and strengthen their cybersecurity posture
  - Effective Lead Generation: Serves as an engaging free-entry tool to attract prospects, build trust, and guide them toward advanced security solutions.
  - Scalable and Accessible: Because it is browser-based, it can reach large audiences, including less technical users.
  - Seamless Integration: Works in tandem with other Wontok offerings, enabling an easy path from risk awareness to full protection.
  - Peace of Mind: Gives users confidence by highlighting vulnerabilities before they can be exploited.
SCOPE OF WORK
1. Project Scope
  - Enable customers to subscribe to NetSafety Scan.
  - Provide customers with access to a VA landing page to submit their website details.
  - Perform vulnerability scanning on submitted websites and generate reports.
  - Deliver VA reports to the customer.
2. RACI Matrix
  2. Task / Activity
    PM
    TL
    Client
    Support Team
    QA
    Requirements Gathering A S C I
    Solution Design C A I
    Development I R S
    Testing I S A
    Post-launch Support & Monitoring I I A C

Task / Activity	PM	TL	Client	Support Team	QA
Requirements Gathering	A	S	C		I
Solution Design	C	A	I
Development	I	R		S
Testing	I	S			A
Post-launch Support & Monitoring	I		I	A	C

ANNEX 1 - B

PRODUCT OFFER

PRODUCT OFFER
1. IDTBP’s NetSafety Scan is a real-time, no-install vulnerability assessment tool designed to quickly identify risks to your devices from web-borne threats. It offers a fast, user-friendly scan that detects exposures and vulnerabilities, providing immediate feedback and recommended action steps. Ideal for individuals, service providers, or businesses seeking peace of mind, NetSafety Scan delivers a prompt risk assessment and integrates seamlessly with Wontok’s broader suite of cybersecurity solutions. Whether used for free trial campaigns or as a lead generation touchpoint, it equips users with insight into their online risk profile, enabling them to take informed measures to safeguard their digital environments.
3. Product Features
  - No-Install, Web-Based Scan: Users can initiate the scan directly in their browser; no download or installation needed.
  - Real-Time Vulnerability Detection: Identifies web-borne threats and exposures as soon as the scan is run.
  - Quick Risk Assessment: Provides an immediate, easy-to-understand summary of security issues and risk level.
  - Guided Remediation Suggestions: Recommends steps or Wontok solutions to address identified risks.
  - Lead Generation-Friendly Design: Suitable for marketing campaigns, free trials, or other customer engagement channels.
  - Device-Agnostic: Works across a range of devices, without needing device-specific software installations.
  - Engagement Tool: Helps organisations initiate cybersecurity conversations with users by making risk visible and actionable.
  - Brand Alignment with Full Product Portfolio: Leverages Wontok’s reputation and integrates into their “Engagement Tools” family, leading into more comprehensive device- or family-protection offerings.

EXHIBIT A of ANNEX 1 - B

ORDER FORM

Cyber Security Order Form

Submission Date:

Type of Request:

New Activation
Renewal
1. Please provide existing Circuit ID: _________________
Service Modification
- Upgrade (Please provide existing CID: ________)
- Downgrade(Please provide existing CID: ______)
- Termination (Please provide existing CID: _____)

To Business Solutions Consultant: Please identify the project for the request

I. CYBER SECURITY SERVICE INFORMATION
1. By this Order Form relating to the new Service order, the Parties, Innove Communications, Inc. (“Innove”) and Customer, to the Cyber Security Service Proposal/Service Schedule/Customer Agreement (“Agreement”) agree to be bound by these Order Form terms pursuant to and subject to the terms and conditions of the Agreement/the Service Schedule and the Annexures and Attachments thereto, inclusive of the MSA (if any).
Product Number / SKU
Description
Quantity
Unit
Unit Price
Total Price
MRC
ARC
OTC
Currency:
Total MRC:
Total OTC:
Contract Term:
(from Billing Commencement Date [and Billing Commencement Date is defined to be reckoned from Service Acceptance]):
II. NOTES
1. Contract Term. Defined in number of months, with a minimum contract term of twelve (12) months.
2. Renewal Contract Period. Renewal shall be subject to mutual agreement of the Parties no later than three (3) months prior to the expiration of the Contract Term.
3. Pre-termination Fee. Equivalent to the Monthly Recurring Charge (MRC) multiplied by the remaining number of months in the subscription. (MRC x Remaining No. of Months of Subscription).
4. Fees & Payment Terms.
  1. Customers shall pay Innove based on the payment terms defined in the Bill of Materials or pricing table above.
  2. Subsequent add-ons to the Service. All subsequent add-ons to the service shall be coterminous with the initial license subscription agreement availed of which shall be computed and charged as prorated.
5. Billing Commencement. Service Commencement Date shall be the commencement of the billing (Billing Commencement Date) when the Customer is deemed obligated to pay.
  2. New subscription:
    1. For license activation only, billing commencement will be when the license is received and the customer is able to activate and access the applicable Customer portal or application.
    2. For platform/application, billing commencement will be when the designated Customer SPOC has received login details and is able to access the applicable Customer portal or application.
    3. For professional, deployment advisory and consulting services, billing commencement will be upon sending onboarding call or welcome email to the customer.
    4. For the professional Service, billing commencement will be upon successful transition of the in scope domain/web application from Staging to Live environment. Confirmation from Customer shall be via signed PCA or email confirmation whichever comes first.
  4. Renewal:
    1. For platform/application, billing commencement will be when the licenses activation is extended and the customer is able to access the applicable Customer portal or application.
6. Exchange Rate. The Customer shall pay based on the currency set forth in this contract.
7. Taxes. Twelve percent (12%) value-added tax (VAT) is excluded and will be charged to Customer.
8. Other Charges (if applicable)
  1. Customer billing shall likewise cover such other valid expenses by Licensor relating to the provisioning of the product/ services, maintenance of the device/ HW or CPEs and such other related consulting services rendered. This shall be invoiced to the Customer apart from the MRF as part of allied services.
  2. Excludes cost of airfare, accommodation, and shipping of devices (when necessary).
9. Pricing Adjustments. Innove reserves the right to modify rates prior to the end of the Minimum Subscription Period (MSP) or Term (if MSP is not applicable) in cases such as market price changes, inflation, change of law, or other material factors beyond Innove’s control (e.g., consumer price index, exchange rates, fuel/power costs).
10. Validity of Offer. Proposal is valid for thirty (30) days from the date issued; prices may change after this period.
11. Demo-to-Purchase (if applicable)
  1. The Customer may use the service, at no charge, for a duration of two (2) weeks from Acceptance of the Service. Beyond this two (2) weeks demo-to-purchase duration, the actual subscription period takes effect and normal billing shall commence.
  2. The commercial negotiation is required to be concluded/agreed upon by both parties and Customer must notify Innove in writing at least 24 hours before the end of the Demo to Purchase period.
12. Conflict of Interpretation. In the event of conflict, the Service Schedule shall prevail regarding service terms and conditions, while the Order Form shall prevail regarding specific order details.

III. CUSTOMER AND ACCOUNT MANAGER INFORMATION

COMPANY/SUBSCRIBER INFORMATION
Company Name
Full Address
COMPANY BILLING INFORMATION
Electronic Bill
Billing Address
Billing Email Address
Billing Contact First Name
Billing Contact Last Name
Billing Contact Email Address
COMPANY AUTHORIZED SINGLE POINT OF CONTACT (SPOC)
First Name
Last Name
Mobile Number
Email Address
Position in the company
COMPANY AUTHORIZED SIGNATORY
First Name
Last Name
Mobile Number
Email Address
Position in the company
ACCOUNT MANAGER DETAILS
Account Manager
Account Manager Email
Mobile Number

IV. APPLICATION REQUIREMENTS
- Proof of Identity of Authorized SPOC - Driver’s License/Company ID/Passport/SSS/TIN/GSIS ID/Major Credit Card (with or without picture)/PRC/IBP ID
- Proof of Identify of Company - SEC Registration of Corporations/Partnerships/NOGs/Foundations, CDA Registrations of Cooperatives, Business Permits/DTI Registration for Small and Medium Businesses
- Proof of Authority - Original Notarized Secretary’s Certificate, Board Resolution, Standard Letter of Authority
- Proof of Billing Address (latest copy) - Public Utility Bill, Credit Card Statement, Club Statement, Bank Statement Authority
- Proof of Financial Capacity (latest copy) - Bank Statement/Passbook, Audited Financial Statement, ITR, Certificate of Paid-up Capital for Pre-operating Companies (copy issued to SEC), Business Permit
- Tax Exemption Certificate (if necessary)
- Notarized Contract of Lease - Authorization Letter issued by the Landlord (with Landlord’s Proof of ID)
- Provisionary Authority (PA) (if necessary)
- *All applications are subject to approval by Innove. Additional documents may be requested if deemed necessary.
- *All listed document requirements are subject to change without prior notice
V. SOLUTION SUMMARY OR TECHNICAL DIAGRAM

ANNEX 1 - C

ESCALATION MATRIX AND CUSTOMER HANDLING

SUPPORT CHANNELS
1. L1 Support: Globe Support Portal
  2. Details
    Contacts
    CARE (Technical)
    https://business.globe.com.ph/support/s/login/
2. L2 Support: Technical Support via IDTBP
  2. Service Description
    Contacts
    Email
    [email protected]
    Portal
    support.wontok.com
3. Billing Support
  2. Details
    Contacts
    CARE (Non-Technical)
    Portal: https://business.globe.com.ph/support/s/login/
    Email: [email protected]

ESCALATION MATRIX

Product/Commercials

Level	Name	Support Designation	When to Escalate	TAT
1	Assigned Account Manager	Assigned Account Manager		8x5 Business Hours Except Holidays
2	Marie Sia	B2B Cybersecurity Product Manager Email Address: [email protected] Contact Number: +63 (917) 6885511	Support team did not acknowledge the request regarding product support
	Katrina Santiago	B2B Cybersecurity Product Manager Email Address: [email protected] Contact Number: +63 (917) 5880853
	Mico Celestial	B2B Cybersecurity Product Manager Email Address: [email protected] Contact Number: +63 (917) 6885226
3	Melvin A. Esperas	Director – Product Development and Engineering (B2B Cybersecurity) Email Address: [email protected] Contact Number: +63 (917) 7976969	If escalation 2 are unresponsive

IDTBP Escalation Matrix

Level	Contact Point	Role	Response Time	Escalation Criteria
Level 1	Support Helpdesk [email protected]	Customer Support Agent	Within 4 hours	First point of contact for general support
Level 2	Technical Support Team [email protected]	Tier 2 Engineer	Within 8 hours	Issue unresolved or requires technical input
Level 3	Support Manager [email protected]	Regional Support Lead	Within 1 business day	Ongoing issue or SLA risk
Level 4	Account Manager [email protected]	Dedicated Client Relationship Mgr	Within 1 business day	Commercial impact or urgent client concern
Level 5	Executive Escalation [email protected]	Head of Customer Success / COO	Immediate (as required)	Critical issue affecting business operations

B2B Non-Technical Support
1. Disputed Billings
  - All complaints or questions on billings shall be made by way of a written complaint emailed by the Customer or its authorized representative to [email protected]. Such complaints shall be filed not later than the due date. Otherwise, the Statement of Account shall be deemed accepted, final, and conclusive against the Customer.
  - Innove shall endeavor to settle all disputed billings with the Customer at the earliest possible time. The foregoing notwithstanding, Innove reserves the right to disconnect the Service without prior notice if any Statement of Account remains unpaid after the due date. Innove shall not be liable to the Customer in any way for the disconnection and Innove’s only obligation shall be to reconnect the Service without penalty or fee and rectify any amount erroneously paid and such amount shall be credited to the next bill, in the event the Customer's complaint proves to be valid. Innove will decide the billing complaints based on its records.
2. Changes in Billing Address
  - The Customer shall inform Innove in writing of any change in billing address by emailing [email protected]. Innove shall not be responsible for the consequences of Customer’s inability to receive and pay its bills as a result of its failure to timely notify Innove.
3. Escalation Matrix
  2. Details
    Contacts
    Business Hours
    CARE (Non-Technical) [email protected] Mon-Sun, 8AM-8PM
    Customer Email Escalation touch point [email protected]

EXHIBIT A of ANNEX 1 - C

SERVICE LEVEL AGREEMENT

IDTBP Severity Matrix

Severity Level	Description	Impact	Expected Response Time	Escalation Path
Severity 1 (Critical)	System or service completely down; no workaround available.	Major business operations halted.	Immediate response	Escalate directly to Executive Escalation (Level 5)
Severity 2 (High)	Major functionality impaired; no workaround available.	Significant impact on operations or SLA.	Response within 4 hours	Escalate through Support Manager to Executive if unresolved
Severity 3 (Medium)	Partial loss of functionality; workaround available.	Moderate business impact, non-critical.	Response within 8 hours	Escalate from Technical Support Team upwards if needed
Severity 4 (Low)	Minor issue; no significant impact.	General inquiries, cosmetic defects, or requests.	Response within 1 business day	Handled by Support Helpdesk, escalate if unresolved
Severity 5 (Request)	Non-urgent questions, feature requests, or enhancements.	No immediate impact.	Response as per agreed SLA	Managed at Level 1, escalate only if required

ANNEX 2

SUPPLEMENTAL AGREEMENT TO THE TERMS AND CONDITIONS/SERVICE SCHEDULE FOR CYBER SECURITY

This Supplemental Agreement to the Terms and Conditions/Service Schedule for Cyber Security (Appendix 1) which forms part of this Agreement shall reflect mutually agreed modifications, revisions, alterations of the Terms and Conditions/Service Schedule for Cyber Security (Appendix 1) which shall supplement and supersede the Service Schedule for Cyber Security (Appendix 1) in the following clauses:

EXHIBIT A OF ANNEX 2

PRODUCT/SERVICE SPECIFIC TERMS & CONDITIONS

TERMS APPLICABLE TO CERTAIN SERVICES
1. Applicable to Professional Services. Professional Services will commence on a mutually agreed upon date. Estimates provided for Professional Services performed on a time and material basis are estimates only and not a guaranteed time of completion.
2. Applicable to Support Services. Support subject to the Technical Support and Maintenance Terms and Conditions. The support period begins at the date the Support is resold and may be renewed by the Customer subject to the payment of applicable support fees and end-of-life policy. If the Customer fails to maintain support continuously and the Customer wants Support to be reinstated, the Customer must purchase support to cover the period from the expiration of the previous Support period until the Support is Current. Innove may also charge an out-of-compliance fee.
3. Applicable to Security Services. Should a Statement of Work include security scanning, testing, assessment, forensics, or remediation Services (“Security Services''), Customer understands that INNOVE may use various methods and software tools to probe network resources for security-related information and to detect actual or potential security flaws and vulnerabilities. CUSTOMER authorizes INNOVE to perform such Security Services (and all such tasks and tests reasonably contemplated by or reasonably necessary to perform the Security Services or otherwise approved by CUSTOMER from time to time on network resources with the IP Addresses identified by CUSTOMER. CUSTOMER represents that, if CUSTOMER does not own such network resources, it will have obtained consent and authorization from the applicable third party to permit INNOVE to provide the Security Services. INNOVE will perform Security Services during a time frame agreed with CUSTOMER. The Security Services, such as penetration testing or vulnerability assessments, may also entail buffer overflows, fat pings, operating system specific exploits, and attacks specific to custom coded applications but will exclude intentional and deliberate DOS (“Denial of Service'') attacks. Furthermore, CUSTOMER acknowledges that the Security Services described could possibly result in service interruptions or degradation regarding the CUSTOMER’s systems and CUSTOMER accepts those risks and consequences. CUSTOMER consents and authorizes INNOVE to provide any or all of the Security Services with respect to the CUSTOMER’s systems. CUSTOMER further acknowledges that it is the Customer’s responsibility to restore network computer systems to a secure configuration after INNOVE’s testing.
4. Applicable to Compliance Consulting Services. Should a Statement of Work include compliance testing or assessment or other similar compliance advisory Services (“Compliance Services”), Customer understands that, although INNOVE’s Compliance Services may discuss or relate to legal issues, INNOVE does not provide legal advice or services, none of such Services will be deemed, construed as or constitute legal advice and that Customer is ultimately responsible for retaining its own legal counsel to provide legal advice. Furthermore, the Customer Reports provided by INNOVE in connection with any Compliance Services will not be deemed to be legal opinions and may not and should not be relied on as proof, evidence or any guarantee or assurance as to Customer’s legal or regulatory compliance.
5. Applicable to Payment Card Industry Compliance Consulting Services. Should a Statement of Work include payment Card industry (“PCI”) compliance auditing, testing or assessment or other similar PCI compliance advisory Consulting Services (“PCI Compliance Services”), Customer understands that INNOVE’s PCI Compliance Services do not constitute any guarantee or assurance that security of Customer’s systems, networks and assets cannot be breached or are not at risk. These PCI Compliance Services are an assessment, as of a particular date, of whether Customer’s systems, networks and assets, and any compensating controls meet the applicable PCI standards. Mere compliance with PCI standards may not be sufficient to eliminate all risks of a security breach of Customer’s systems, networks and assets. Furthermore, INNOVE is not responsible for updating its reports and assessments, or enquiring as to the occurrence or absence of such, in light of subsequent changes to Customer’s systems, networks and assets after the date of INNOVE’s final report; unless a signed Statement of Work expressly requiring the same is signed and entered into between the parties.
FEES; INVOICING
1. Customer Subscription. The terms of Customer’s subscription begin on the start date set forth in EXHIBIT A of ANNEX 1 - B and will continue for the period of time stated in APPENDIX 1 (“Initial Subscription Term”). Prior to the end of the initial subscription Term, the length and pricing for renewal terms will be agreed to (“Renewal Subscription Term”); otherwise, Customer’s subscription will terminate at the end of the initial subscription Terms (or the then applicable renewal subscription term).
2. Customer Order. Customer’s Orders are non-cancellable and non-refundable by Customer and delivery/performance dates may be changed only upon Innove’s written consent. Innove may reject without liability any Order submitted by Customer that is inconsistent with this agreement or Innove’s quote/order. Innove may discontinue Products or Service offerings at any time but shall provide the Customer written notice of such discontinuance and shall fulfill an Order previously accepted by the Customer and/or provide for end of life notices to pre-existing Customers.
3. Professional Services Fees. The fees and billing milestones for Professional Services are set forth in EXHIBIT A of ANNEX 1 - B.
4. Consulting Service Fees. The fees and billing milestones for Consulting Services are set forth in EXHIBIT A of ANNEX 1 - B.
5. Usage Fees. The fees are set forth in EXHIBIT A of ANNEX 1 - B.
6. Temporary Disconnection. In the event that the Customer’s subscription is temporarily disconnected due to (a) non-payment of fees or (b) a request initiated by the Customer, the contract duration shall remain unaffected. The subscription term shall continue to run as originally agreed, without any extension or suspension of the contract period.
7. Reconnection and Associated Fees. If the Customer requests reconnection of the service during the contract period and reconnection is applicable, the Customer shall be required to pay any applicable reconnection fees.
8. Customer Obligation. Any temporary disconnection does not waive their obligation to fulfill all contractual payments, and any outstanding balances, reconnection fees, or other applicable charges must be settled prior to service restoration.
GENERAL ASSUMPTIONS
1. In order to effectively work with the Customer to resolve any technical issues that may arise, it is important that complete and timely information is provided.
  - Designated Contacts (Customer Authorized Representatives) -- Customers’ primary point-of-contact (POC) or a designee, must be available to Innove and its authorized partner during the entire engagement. The representative must have sufficient authority to schedule testing and address any issues that may arise.
  - Technical Scoping and Solution Summary. The information above is based on data gathered by INNOVE’s Business Consultant team during discovery meetings and conversations with customers leading up to the creation of the Statement of Work for proposed services to be delivered by Innove and its authorized partner. The information documented and recorded in this Scope of Work section will confirm the Customer’s environment with all its included features and services are being deployed and identify any issues up front, avoiding potential implementation issues that could potentially arise in the provisioning process.
2. Innove and its authorized partner shall provide a group of qualified resources and engagement will be housed in the Innove facility for proper management. Innove and its authorized partner shall be responsible for the deployment of resources involved in rendering the service. Any project related expenses incurred such as onsite services which require travel, accommodations and other miscellaneous expenses that are not identified in this proposal shall be billed to the Customer.
3. It is also important for customers to involve the assigned INNOVE CyberSec Business Consultant in discussions regarding deployed solutions, and product roadmaps. This will ensure full product potential is realized in the Customer environment.
4. Customer shall use the prescribed communication channels by Innove for service delivery.
5. Customer should have internet connectivity.
6. Customer should enable infrastructure for remote management.
7. Customer should have a Local Area Network (LAN) or request a new solution if needed.
8. Complete and timely information is crucial for effective technical issue resolution.
9. Customer should provide appropriate credentials and access for support activities.
10. Contract renewal is subject to the agreement between the Innove Account Manager and the Customer. Contract will be reviewed prior to the renewal to validate if there are any changes in the price.
11. Any service modification in the subscription may be requested through the assigned Account Manager or CARE (Non-Technical) [email protected].
LIMITATIONS AND EXCLUSIONS
1. Only those services defined in the Scope of Work section will be part of the scope.
2. Innove will not be liable for any delay or impact on the service level targets that may be caused by any third parties.
3. Integration costs for third party applications, service requests beyond the scope, requires extra manpower support and any project related expenses that are not identified in this proposal will be charged separately. A separate proposal of add ons will be sent upon assessment. This is subject to the approval of the Customer.
4. Any incident not related to the base product design shall be out of scope and will be referred to as the Change Request and Service Request Process. Service-related organizational changes shall be handled by the customer.
5. Data backup / data migration and configuration of database. Innove and its authorized partner are not liable to any data loss, so we suggest that the customer should properly back up everything before engagement. Customer will be responsible for ensuring that there is appropriate backup, security and virus-checking procedures in place for any computer facilities provided or which may be affected by the Services.
6. Implementation of failover, high availability, and/or disaster recovery, unless specifically defined herein.
7. Attack Remediation. The process of dealing with attacks or security breaches is not included in the service unless specified otherwise.
8. Might violate legal or regulatory requirements.

EXHIBIT B OF ANNEX 2

END USER LICENSE / SUBSCRIPTION AGREEMENT

IDTBP EULA

https://www.wontok.com/end-user-license-agreement

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Product Number / SKU	Description	Quantity	Unit	Unit Price	Total Price

					MRC	ARC	OTC

Details	Contacts
CARE (Technical)	https://business.globe.com.ph/support/s/login/

Service Description	Contacts
Email	[email protected]
Portal	support.wontok.com

Details	Contacts
CARE (Non-Technical)	Portal: https://business.globe.com.ph/support/s/login/ Email: [email protected]

Details	Contacts	Business Hours
CARE (Non-Technical)	[email protected]	Mon-Sun, 8AM-8PM
Customer Email Escalation touch point	[email protected]	Mon-Sun, 8AM-8PM

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