DESCRIPTION OF THE SOLUTION/S

1. Solution/s and Services
   • 1.1. The Solution/s to be made available by Innove has/have features and functionalities in accordance with Annex 1 (Features and Functionalities).
   • 1.2. Innove’s Core Offer, data or connectivity services (Services), which are based on suggested data connectivity for the Solution/s
   • 1.3. The Customer is granted a non-exclusive and non-transferable right to access the Solution/s during the contract term via the Web with the use of a username and password to log-in, subject to the End User License Agreements and/or Acceptable Use Policy EULA/AUP or applicable Master Agreement with relevant Third Party Vendor/licensors (Annex 2). Customer license includes the license to store, print, and display, provided that limited license shall be in accordance with the purpose of use, subject to the scope of the relevant End User License Agreements or Acceptable Use Policy EULA/AUP or applicable Master Agreement with relevant Third Party Vendor/licensors (Annex 2)
   • 1.4. Support of the Solution shall be rendered in accordance with the Service Level Agreements (Annex 5A, Service Level Agreement). To the extent validated and where applicable, Innove may, by way of exception, only when circumstances warrant, grant subject to a limitation Service Credits, subject to Customer’s written notification and verification by Innove in accordance with the calculation in Annex 5B.
   • 1.5. Customer acknowledges that access to the Solution/s is preconditioned and subject to the execution of the End User License Agreements and/or Acceptable Use Policy EULA/AUP or applicable Master Agreement with relevant Third Party Vendor/licensors (Annex 2), and the Scope of Work forming part of the Master Agreement to be executed between the Customer and the relevant Third Party Vendor/licensor (“SOW”), which by this reference is incorporated and adopted as if fully set forth herein.
     1. Customer shall mandate its End Users to read through and understand the relevant End User License Agreements and/or Acceptable Use Policy EULA/AUP or applicable Master Agreement with relevant Third Party Vendor/licensors (Annex 2).
     2. Acceptance of the End User License Agreements and/or Acceptable Use Policy EULA/AUP or applicable Master Agreement with relevant Third Party Vendor/licensors (Annex 2) is a prerequisite of this Agreement.
     3. Should the link for the End User License Agreements and/or Acceptable Use Policy EULA/AUP or applicable Master Agreement with relevant Third Party Vendor/licensors (Annex 2) be unavailable, on which the Customer’s End User will signify consent, the attached End User License Agreements and/or Acceptable Use Policy EULA/AUP or applicable Master Agreement with relevant Third Party Vendor/licensors (Annex 2) shall be disseminated to Customer End Users with acceptance thereof duly recorded.
   • 1.6. The Customer may be provided with basic training to its End Users subject to Fees and upon agreement by the Parties. Furthermore, the Customer agrees to pay the charges that may be associated with additional trainings and as agreed between the Parties, subject to the relevant End User License Agreements or Acceptable Use Policy EULA/AUP or applicable Master Agreement with relevant Third Party Vendor/licensors (Annex 2).
2. OBLIGATIONS OF THE PARTIES
   • 2.1. Obligations of Innove
     1. Based on Customer defined requirements which shall be provided to Innove by the Customer within the agreed timelines, Innove shall make available the Solution/s in accordance with the provided requirements and the agreed Documentation and in accordance with the Scoping, Implementation and Acceptance of Solution/s (Annex 4), subject to the assumptions and the limitation as to scope of the SOW between the Customer and the Third party Vendor Licensor which forms part of the EULA or the Master Service Agreement.
     2. Based on the agreed Documentation, Innove shall provide the Solution/s in accordance with the features and functions (Annex 1), which shall be agreed upon by the parties.
     3. Manage the Account of the Customer and bill and collect the charges arising from the access of the Solution
   • 2.2. Obligations of Customer
     1. Customer shall define its requirements during the scoping of the Solution/s, which will be documented in the Scoping, Implementation and Acceptance of Solution/s (Annex 4). Customer shall participate and validate the needed data prior to data migration and communicate its acceptance or if otherwise the correction needed to enable Innove to finalize migration process in accordance with Annex 4 (Scoping, Implementation and Acceptance of Solution/s).
     2. Customer shall pay Innove the fees as stated in the proposal.
     3. Customer and its End Users agree to abide by and comply with the applicable End User License Agreements and/or Acceptable Use Policy EULA/AUP or applicable Master Agreement with relevant Third Party Vendor/Licensors (Annex 2), and Customer shall likewise require the its End Users to abide by the following:
        1. Customer and its End Users are prohibited from reselling or redistributing the Solution/s and Services, either individually or in combination with any other products and services. Customer agrees to use the Solution/s or Services only to access the offered solution/s and only for the purpose of this agreement.
        2. Customer including its End Users agree not to copy, modify, reverse engineer, decompile or workaround Customer limitations in the Solution/s or any software that may be provided in connection with this Agreement, or use the Solution/s or Services in any way not expressly authorized by the End User License Agreements and/or Acceptable Use Policy EULA/AUP or applicable Master Agreement with relevant third-party vendor/licensors (Annex 2) or in the Service agreement.
        3. Customer including its End Users shall not cause infringement resulting from any modification of the Solution/s software, except when authorized by Third Party Vendors/Licensors; or use not in accordance with the Documentation or applicable law.
        4. Customer including its End Users agree not to upload, post, email or otherwise transmit any End User Content that:
           1. Is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, indecent, offensive, vulgar, obscene, libelous, invasive of another’s privacy, hateful, defamatory or racially, ethnically objectionable;
           2. Customer and its End Users do not have a right to transmit under any law or under contractual or fiduciary relationship (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
           3. Infringes any copyrights patent, trademark, trade secret, copyright or any other intellectual property, personal rights of any person, or violates any obligation of confidence or any other proprietary right of any party; violates any regulatory requirement or codes applicable under Philippine Laws, or other material protected by intellectual property laws, rights of privacy or publicity or any other applicable law, unless Customer own or control the rights thereto or have received all necessary consents to use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity that is not a Solution/s or Services End User any directory of the Service End Users or other user or usage information or any portion thereof other than in the context of Customer use of the Solution/s or Services as permitted under the this Agreement;
           4. Contains contaminating or destructive devices, features or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or provides information relating to or otherwise facilitating the use of malware or other destructive materials or mechanisms; contents that undermines the security or integrity of the Solution/s and/or the Services including without limitation by importing any viruses, worms, Trojan horses, or other disabling devices intended to detrimentally interfere, damage, surreptitiously intercept or expropriate such Solution/s, Services, equipment, systems or networks; contains any errors, whether technical or otherwise; or contains any material in any form that would otherwise render Innove liable or expose Innove to any proceedings whatsoever or deleterious programs; nor transmit or upload any material that contains time bombs, cancelbots, or any other harmful device;
           5. Contains any advertising and promotional message;
           6. Deceive a third party’s Personal Information except in connection with the posting and/or transmittal of grades or other information by an instructor or educational institution in a manner which may be accessed only by the relevant End User;
           7. Undermines the pedagogical purpose of the content on the Solution/s and the course with which it is used, including but not limited to answers to questions used in the Solution/s.
        5. Customer shall comply with the Content and Related User Conduct.
           1. Customer understands and shall apprise its End Users that Customer and its End User/s are responsible for any content that they post or transmit on or through the Solution/s and the Services.
           2. Customer shall require its End Users to agree that they shall not to cause, nor knowingly allow others to cause, any nuisance, annoyance, or inconvenience, whether to Innove, to its third party vendors, or to individual End Users of the Customer using the Solution/s or the Service by any means.
           3. Customer including its End Users agree to use the Solution/s in a manner consistent with all applicable laws and regulations and are solely responsible for all acts or omissions that occur under Customer account or password. Customer or its End Users shall not disclose to any person the password to login and shall not permit or authorize any other person to use the login name or password (access security) for any purpose whatsoever. Customer shall hold Innove free and harmless from any damage, claim or liability arising from the failure to enforce such access security policy by institutionalizing login and password security policy. Innove shall not be liable for security breaches for Customer’s failure to implement the same.
           4. Customer will not use the Solution/s and/or the Servicesto post, transmit, distribute, link to, or solicit content that:
              • Harvest or otherwise collect information about others, including email addresses, without their consent.
              • Create a false identity for the purpose of misleading others as to the identity of the sender or the origin of a message.
           5. Customer understands that while the Services has various internal security measures designed to protect its users, Customer hereby obligates itself to use the following precautions when using the Service, to further minimize the probability of hacking, fraudulence or any unauthorized transactions:
              • Customer including its End Users shall not reveal to other people any information that should only be known by the Customer/End User (user and password) to ensure that access to Innove`s Solution/s or Services shall only be to the designated credential enrolled;
              • Where applicable, the Solution/s may contain hyperlinks to other websites which are neither maintained nor controlled by Innove, or may contain content posted on or via the Solution/s by third parties vendors/licensors. Therefore, Innove shall not be responsible for any errors or omissions in any content in the Solution/s, or the content, products or services of any hyperlinked website or any content contained in a hyperlinked web site, nor for the privacy and security practices employed by these other websites, and shall not be liable for any loss or damage of any kind incurred as a result of the use of any content posted or contained in e-mails or otherwise transmitted or displayed via the Solution/s, or arising from access to those websites. Use of the Solution/s any hyperlinks and access to such hyperlinked websites are entirely at the own risk of Customer.
              • Customer acknowledges that Innove has no control over and excludes all liability for any material on the Internet which can be accessed by using the Solution/s or Services. Neither can Innove be deemed to have endorsed the content.
              • Use the Service for any purpose that is unlawful or prohibited by these terms and conditions, and notices. The Solution/s and/or Services are provided to Customer authorized individuals and only as for the purpose intended.
     4. Customer agrees to the proper use of the Solution/s and Services. Customer shall not use any device, software or routine to interfere or attempt to interfere with the proper working of the Solution/s or the Services, or to impose an unreasonable or disproportionately large load on the servers serving the Solution/s.
     5. Customer agrees and understands that the Third-Party Vendors/Licensors and its licensors may update/change the software version from time to time as part of Software upgrades, subject to the terms and conditions of the relevant End User License Agreements and/or Acceptable Use Policy EULA/AUP or applicable Master Agreement with relevant Third Party Vendor/licensors (Annex 2), which may include notification when practicable.
     6. Once the Customer’s account is established as In-Production/Go-Live stage, the management and administration of the Solution/s database and its content, shall, except in the event of violations of acceptable use policies, be assigned by the Customer to whoever it designates as a Customer Administrator (Admin).
     7. The Customer agrees to the following security, privacy and data protection measures and provisions:
        1. Customer shall adhere to and abide by the data privacy law and Innove’s data privacy policies;
        2. Customer shall appoint an Admin internally who shall be in charge of managing, operating and controlling the data that will be for use by its End Users. The Admin shall likewise function as the single point of contact SPOC with Innove for the necessary Documentation to be fulfilled as part of Solution/s implementation activities. The Customer or its Admin shall create and implement Customer’s data information security policy.
        3. Customer shall obtain all required consents under the applicable privacy and data protection law before providing personal information. This includes the obligation to obtain the End User’s acceptance of the Solution/s and if they are minors consent by the parents or guardians to signify consent to the processing of Customer Data/Information or personal identifiable information. Customer or through its Admin shall exercise strict confidentiality and employ reasonable measures to ensure that its Admin to hold such Customer Data Information with strictest confidence in accordance with this Agreement.
           1. The Roles and Responsibilities of Customer through its Admin include:
              • Viewing, getting access to, and navigating content inside the Solution/s
              • Providing access rights, imposing access restrictions, providing navigation help to end users, and confirming access activation to the Solution/s
              • Beyond content, Admin may coordinate with Innove Support for concerns related to the availability of their Brightspace environment
        4. Customer is responsible for data administration and the content of its End User transmissions, including any other customer data that relates to compliance with any laws, rules, regulations, manuals and instructions of the Department of Education and other government educational and or vocational regulatory agencies and government institutions regulating educational methods including but not limited to Commission on Higher Education and Technical Education and Skills Development Authority or such other agencies vested with analogous functions.
        5. Customer shall adopt a policy, where the End User upon learning that any other person has acquired knowledge of the password to login or has used the password provided to access of an End User or use the Solution/s or effect any transaction (whether with or without prior knowledge and consent), the Customer or its End User shall:
           1. Immediately notify the Admin and/or Innove thereof
           2. At Innove’s request, make a police report thereof
           3. Provide the Admin and/or Innove any other information relating thereto as Innove may require; and
           4. Admin to immediately change the password
        6. 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 data from, about or related to Customer, including any order of court
        7. With Customer consent, Innove may use Customer Data for planning, research, design and marketing of services. Customer acknowledges that upon access to the Solution/s, Innove may collect the following information:
           • Anonymous web statistics collected as End Users browse the Solution/s
           • Personal information that the Customer and its End Users knowingly provide via the Solution/s
        8. Subject to the terms and conditions of the relevant license agreement, the Customer accepts/consents that some portions of the Solution/s 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 Solution/s.
        9. Customer shall allow Innove or its third party vendor to gain access to Customer data as required for interoperation of such developer software or services with the products and services.
        10. Having been informed of the above, acceding to this agreement herein grants Innove, the Customer consent to the foregoing.
     8. 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 your personal information in this way.

PRICE AND PAYMENT TERMS

1. Payment shall be in accordance with the Fees as stated in the Price and Payment Terms (Annex 3).

• Non-payment and default payment:
  1. If Customer has not settled their outstanding balance after sixty (60) calendar days from billing / invoice date, Customer’s account will be considered in default and Customer’s Solution/s access may be temporarily suspended
  2. If Customer still has not settled their outstanding balance for another sixty (60) calendar days from date of defaulting, for a total of one hundred and twenty (120) days from billing / invoice date, Customer’s account and service will be terminated. Once Customer’s account is terminated, all information stored that relates to the account will be permanently deleted.
  3. Software access will be restored after the Customer settles their outstanding balance
  4. Customers may settle their outstanding balance in full, lump sum payment of their outstanding balance, via authorized Innove payment centers
• Billing:
  1. Innove shall bill the customer annually upon signing of the customer contract.
  2. For one-time payments, Innove shall bill the customer upon signing of contract

EFFECTIVITY OF OFFER AND CONTRACT

1. This offer shall be valid for thirty (30) days from the date of the proposal. Thus, rates quoted are subject to change after the 30-day period
2. Effectivity date of the contract shall be as indicated in this Agreement Clause E (Term) upon Customer’s acceptance of the commercial proposal and or upon signing thereof.

SUBSCRIPTION DURATION,TERMINATION, AND PRE-TERMINATION

1. Subscription Duration
   1. For the purchase of a Solution/s, where purchase does not coincide with existing Services (data or connectivity services), the minimum term shall be for 36 months (3 years), subject to lock-in for the same period.
   2. For the purchase of a Solution/s that coincides with a joint-offer of Innove’s core Services (data or connectivity services), the minimum term of the Solution follows the contract period of the Service availed by the Customer and shall not be less than 24 months (2 years).
   3. Additional FTEs or Additional Features acquired within the contract period will follow the minimum term of the subsisting contract and will be subject to applicable pro-rated billing.
   4. Except for commercial terms as indicated in the immediately following paragraph, this Agreement shall be renewed automatically under the same terms and conditions, provided that neither party has given a thirty (30) day notice of termination prior to the expiry of the Agreement.
   5. In the event of automatic renewal of this Agreement, notwithstanding renewal hereof, the terms and conditions relating to fees and commercial terms shall be subject to change and/or adjustment due to prevailing market price and other commercial terms or conditions not within the control of Innove.
2. Termination and Pre-termination
   1. Termination for Breach
      A party may terminate the contract on the ground that the other party has committed a material breach of the provisions of the contract 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.
   2. Pre-Termination Without Cause by Customer
      Should the Customer pre-terminate the contract without cause, and the Customer is subscribed to an annual subscription, a refund of fees is not applicable.
   3. Pre-Termination for Cause by Innove
      In the event that Innove pre-terminates the contract due to customer’s breach, and the Customer is subscribed to an annual subscription, a refund of fees is not applicable.
   4. Except for termination for breach under b (i) above and subject to Customer’s obligation to pay liquidated damages equivalent to the MSF multiplied by the number of months remaining within the contract term as stated in b (iii) above, the termination shall take effect at the end of the month of termination.
   5. In the event that the purchase of the Solution/s does not coincide with a joint-offer of Innove’s data connectivity services (Services), the termination of the Solution/s shall not affect the joint-offer Services; neither will the termination of the joint-offer Services affect the Solution/s subscription.
   6. The Customer should have downloaded and deleted its data from the Solution/s by the time the contract expires or is terminated. Any Customer data remaining in the Solution/s after the expiration or termination of the contract will be deleted.
   7. Innove reserves the right to terminate the service with prior written notice to the Customer in the event that circumstances arise which prevents Innove from providing the Solution/s. In such an event, the Customer shall be allowed to download its data from the Solution/s prior to the termination of the service takes effect.
   8. The Customer is required to provide a written notice of termination/pre-termination thirty (30) days prior to the effective date of disconnection. Otherwise, except for commercial terms which may change, the contract is deemed to have been renewed automatically as indicated in Clause IV, a – Sections iv & v.

INTELLECTUAL PROPERTY (IP) RIGHTS

1. “Intellectual Property (IP)” shall mean to be as that ascribed in the relevant End User License Agreements or Acceptable Use Policy EULA/AUP or applicable Master Agreement with relevant Third Party Vendor/licensors (Annex 2). Without limiting the generality of the foregoing, this may include patents, trademarks, service marks, design right (whether registerable or otherwise), domain names, applications for any of the foregoing, trade secrets, copyright, know-how, trade or business names and other similar rights or obligations whether registerable or not in any country; any and all technical or commercial information, including, but not limited to the following: software (object and source code), manufacturing techniques and designs; specifications and formulae; know-how, data, systems and processes; production methods; trade secrets; undisclosed inventions; financial and marketing information; as well as registered or unregistered intellectual property in the form of patents, trademarks, designs, and copyright in any works, including Applications, Software, hardware, Documentation, and other Intellectual Property for which Innove or itsthird party vendors has rights and interests to.
2. All Intellectual Property created prior to the commencement of this Agreement shall be and remain the property and right of the Party which created the same or for which it has license to or right thereto and shall be referred to as “Intellectual Property” (IP).
3. The Customer shall agree and acknowledges that it shall not acquire any right, title or interest in any copyright or other proprietary rights in the design of the Solution/s including modification, agrees not to remove, suppress or modify in any way any proprietary marking, including any trademark or copyright notice, on or in the Solution/s or which is visible during its operation or which is on any Documentation.
4. Except as permitted by these Terms and Conditions, the Customer and its End Users shall not:
   1. Attempt to decompile, disassemble, modify the source code of, or reverse engineer the IP;
   2. Use, reproduce, transmit, modify, adapt or translate the IP;
   3. Rent, lease, license, transfer, assign, sell or otherwise provide access to the IP on a temporary or permanent basis;
   4. Use or cause or allow a third party to use the Solution and Services in any way to develop competing solution or services;
   5. Use any third party Intellectual Property or components on a standalone basis unless such standalone use is authorized expressly by Innove or Innove’s Third Party Vendors/Licensors; nor alter, remove or cover proprietary notices in or on the IP.
5. Customer acknowledges that it shall comply with and require its End Users to adhere to the Terms and Conditions relating to Intellectual Property Rights in the relevant End User License Agreements or Acceptable Use Policy EULA/AUP or applicable Master Agreement with relevant Third Party Vendor/licensors (Annex 2), including but not limited to: notifying in the event of unauthorized access to, use or copy of any party of the Solution/s Documentation; permitting the third party vendor to check the use of the Solution/s Documentation in accordance with Solution/s Implementation activities; using all reasonable endeavors to safeguard the Intellectual Property Rights thereof by the relevant third party vendor; reporting promptly any claim relating to the Intellectual Property Rights in the Solution/s Documentation after such claim comes to the attention of the Customer, directly or indirectly.

LIMITATIONS OF WARRANTIES

1. Customer acknowledges that the Solution/s and Services may not fully satisfy Customer’s requirements, and that it provides no warranty for fitness for a particular purpose or merchantability.
2. Innove does not warrant that (I) the Solution/s, any update and enhancement to the Solution/s or that the Services are error free, or (II) the Customer will be able to operate the Solution/s or the Services without problems or uninterruptible, or the Solution/s and its update and enhancement are not susceptible to intrusion, attack or computer virus infection.
3. Innove does not warrant that the Customer’s data or any other data is fully secured and free from any harm, damage or loss even if security measures are taken and arranged by the Innove. Innove warrants to the Customer that Innove has reasonable and appropriate security measures for security of any Customer’s Data and however, warrants to rectify the breaches thereof within a reasonable time and without charge to the Customer.
4. Applicability of the software warranty is subject to the terms and conditions of the End User License Agreements and/or Acceptable Use Policy EULA/AUP or applicable Master Agreement with relevant Third Party Vendor/licensors (Annex 2) and warranty shall not be applicable if Solution/s is altered or not operated, maintained in accordance with all applicable instructions and requirements of Innove or its third party vendors/licensors.
5. Customer acknowledges that the Solution/s Documentation has been prepared to meet the Customer’s individual requirements and that it is the Customer’s responsibility to ensure that the facilities and functions of the Solution/s meet the Customer’s requirements.

6. Innove makes no express or implied warranties, representations or endorsements whatsoever with respect to the Solution/s, the Services or the Content. Customer waives and Innove makes no warranty and expressly disclaims all warranties of any kind, express, implied, statutory or otherwise, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, satisfactory quality or performance, arising from a course of dealing, usage or trade practice, or with regard to the Solution/s software, the Services, the content, and any product or service furnished or to be furnished via the internet generally as such. Innove does not warrant that defects in the software or the service will be corrected. Innove does not warrant the accuracy or completeness of the content, or that any errors in the content will be corrected nor warrant compatibility to hardware or with network operating systems environment not provided by Innove. The Solution/s, Services and the content are provided on an “as is” and “as available” basis. Innove shall not be liable for any cost or damage arising either directly or indirectly from any such transaction.

   The above shall be without prejudice to such other disclaimer of warranties as the third party vendor indicate in the relevant End User License Agreements or Acceptable Use Policy EULA/AUP or applicable Master Agreement with relevant Third Party Vendor/licensors (Annex 2).

7. Customer understands that Innove cannot and does not guarantee or warrant that files available for downloading through the Solution/s and Services will be free of infection or viruses, worms, Trojan horses or other code that manifest contaminating or destructive properties. Customer shall be responsible for implementing sufficient procedures and checkpoints to satisfy Customer’s particular requirements for accuracy of data input and output, and for maintaining a backup storage for the reconstruction of any lost data. Customer therefore assumes total responsibility and risk for Customer use of the Solution/s and Services.
8. Customer assumes total responsibility to evaluate the accuracy, completeness and usefulness of all opinions, advice, services, merchandise and other information provided through the Service or on the Internet generally when using the Solution/s. Innove disclaims all representations and warranties, expressed or implied, with respect to such information, services, products, and materials, freedom from computer virus, and implied warranties arising from course of dealing or course of performance. In addition, Innove does not represent or warrant that the information accessible via the Services is current.
9. Innove makes no warranty that (i) the Solution/s or the Services will meet all of the Customer’s requirements or will always be accessible, (ii) the Solution/s or the Services will be timely secured (iii) the results that may be obtained from the use of the Solution/s or the Services will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the Solution/s will meet your expectations, and (v) any errors in the Solution/s will be corrected.

INDEMNIFICATION AND LIMITS OF LIABILITY

1. Customer understands and agrees that it is responsible for End-User behavior on the Solution/s and 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 Customer’s use of these Solution/s or Services, misuse, improper use of data or content, unlawful exposure of data or inability to use the Solution/s and/or the Services, or unlawful use of content, or any breach by the Customer of the terms and conditions of this Agreement or Customer’s act, omission, fault, negligence, gross negligence, willful misconduct or for violation of any rights of another. These obligations will survive any termination of Customer relationship with Innove or Customer use of the Solution/s and/or the Services.
2. Innove’s liability for direct damages shall not exceed the contract amount for the preceding 12-month period.
3. In no event will Innove be liable for any damages whatsoever, including, but not limited to any indirect, incidental, consequential, special, exemplary or other indirect damages arising out of (i) the use of or inability to use of the Solution/s and/or the Service, or the content, (ii) any transaction conducted through or facilitated by the Solution/s; (iii) any claim attributable to errors, omissions, or other inaccuracies in the Solution/s, the Services and/or the content, (iv) unauthorized access to or alteration of customer transmissions or data, or (v) any other matter relating to the Solution/s, the Services, or the content, even if advised of the possibility of such damages.
4. Innove reserves the right to refuse liability outside of jurisdictions in which it can be held accountable.

TAX PROVISION

Fees and charges indicated herein are VAT exclusive. In addition to the Fees and charges, VAT and other applicable taxes shall be charged to the Customer.

MISCELLANEOUS PROVISIONS

1. Entire Agreement.
   This Contract contains the entire understanding between the parties and supersedes all prior communications and understandings with respect thereto. No waiver, alteration, modification, or amendment shall be binding or effective for any purpose whatsoever unless and until reduced to writing and executed by authorized representatives of all the parties.
2. Interpreting the Contract
   If any provision of this Contract or its application to any party or circumstance is restricted, prohibited or unenforceable, such provision shall, as to such jurisdiction, be ineffective without invalidating the remaining provisions of this Contract and without affecting the validity or enforceability of such provisions. Where possible, any such provision shall apply to the fullest extent permitted by law and be interpreted and applied to a lesser extent, where necessary to be valid. Other terms may apply if Customer purchases products or services from other Innove or Globe Solution/s products.
3. Assignment
   Neither party shall assign this contract without the consent of the other. Consent however, shall not be unreasonably withheld.
4. No Third Party Beneficiaries
   This Contract is solely for the parties benefit. It is not for the benefit of any other person, except for permitted successors and assigns.
5. Claims
   Claims must be filed within the period of time required by law.
6. Notices and Communication
   For customer support inquiries, please see the Sales and Support page on the Solution/s. For disputes, please contact us at the address indicated.
7. Governing Law
   Philippine Law governs the interpretation of this Contract and applies to claims for breach of it. All other claims, including claims regarding breach of contract, breach of warranty, consumer protection laws, will be subject to Philippine laws. Any dispute arising out of or in connection with this Contract, including any question regarding its existence, validity, or termination, will be referred to by exhausting good faith negotiations and dispute resolution/s and escalation between parties as stated in Clause F of this Agreement and subject to final resolution as judicially determined.