‍[Note: Please confirm/modify as applicable]

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Last modified on: ______________

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These Terms of Service ("Terms") shall serve as your agreement with F(DEV) DIGITAL INNOVATIONS AND VENTURES, INC. (“F(DEV)”) and shall apply to your visit, access and use of its omnichannel business and financial solutions software (“Fastwire” or the “Software”), accessible via its website at: https://fastwire.ph/ (the “Platform”) and its Services, which are further defined below, as well as to all information, recommendations and/or services provided to you on or through the Platform.

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These Terms shall apply and be interpreted as an integral part of all the transactions by the Subscriber (as the term is defined below) made in the Platform. By downloading, using, and accessing the Platform, and/or any of the services available therein, you acknowledge that you have read, understood, accepted, and agree to be bound by these Terms.

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F(DEV) reserves the right to amend, change, add, or modify the Terms from time to time without prior notice to the Subscribers of Fastwire, except for material changes to the Terms to which you shall be promptly notified via e-mail. You are strongly recommended to regularly review and read these Terms. If you do not agree with the Terms, please close the Platform and/or exit the Platform, and do not use them and avail of the Services. Your continued access or use of the Platform after the posting or notice of such amendments, modifications and/or updates confirms your acceptance and consent to be bound by the Terms, as amended.

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You likewise agree that the provisions, disclosures, and disclaimers set forth herein are fair and reasonable and that your agreement to follow and be bound by these Terms is voluntary and is not a result of fraud, duress, or undue influence exercised upon you by any person or entity. 

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PLEASE READ THESE TERMS CAREFULLY AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND F(DEV).

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1. Definition of Terms

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1. “Control Panel” refers to the features or functionalities made available in the Platform which includes the Solutions (as the term is defined below). 

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2. “Clients” refers to an individual or entity that buys goods or services from Subscribers (as the term is defined below).

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3. “Fastwire” refers to an omnichannel business and financial solutions software and online platform developed by F(DEV) that provides end-to-end financial operations solutions to businesses’ money flow management problems. Fastwire connects the Subscribers to its Clients and to financial institutions or third-party service providers, and makes available certain proprietary technological services that facilitate seamless payments, collections and reconciliation for businesses.  

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4. “Partners” refers to the financial institutions or third-party service providers that has a partnership agreement with F(DEV). 

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5. “Solutions” refers to the online financial and business services/solutions of Fastwire that are made available in the Platform through the Control Panel, which may include but is not limited to: 

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1. Utilisation of the Platform principally consisting of Payment Collection Channels via Third-Party Payment Providers integrated with InstaPay and PESONet; 
2. Fastwire end-to-end Financial Operations Control Panel, consisting of: 

1. Centralized Payment Collections; 
2. Business Intelligence; 
3. Customized & Branded Invoicing; 
4. Security;
5. Access and Approval Management; 

1. Enterprise Resource Planning (ERP) Systems & Integration; 
2. Customer Communications; 
3. Account Management, consisting of: 

1. Access Management; 
2. Levels of Authority; 
3. Audit Trails;
4. Transaction History; 
5. Settlement; and 

1. Other features or functionalities that may be introduced by F(DEV) to the Software and/or the Platform at its sole and exclusive discretion from time-to-time.

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6. “Subscriber” refers to you, an individual or entity, that sells goods or services to Clients and contracts with F(DEV). It shall also refer to someone who has paid a subscription fee and has complied with the onboarding qualifications and documents as required by F(DEV), and is allowed to use the Solutions through a Subscriber Account. The term shall include the Subscriber’s employees and duly authorized agents or representatives that have been granted access rights to the Subscriber’s Account. You, as the User shall also be referred to as a Subscriber if you are qualified to use the services available on the Platform.

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7. “Subscriber Account” or “Subscription” refers to the designated account given to each Subscriber upon successful registration in the Platform. 

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8. “Subscriber Portal” refers to the set of options and menus where the Subscriber can view, manage, and utilize the Solutions through the Control Panel and other tools, including but not limited to Integrations and Account Management. 

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9. “Services” means the services made available in the Platform to the Subscribers, including the registration page, access to the Solutions through the Fastwire Control Panel, and access to the Platform’s settings menu.  

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10. “User”, “You” or “Your” shall refer to any person who visits or uses Fastwire, and includes a subscriber, its employees and duly authorized agents or representatives. 

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2. Overview

1. Each Subscriber is independent from F(DEV), and shall not be considered as an agent, partner, or employee of F(DEV). For the avoidance of doubt, a Subscriber is not authorized to make or enter into any commitments or agreements for or on behalf of F(DEV).

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2. A Subscriber is acting on its own behalf and not for the benefit of any other person.

3. F(DEV) is not responsible for, and does not endorse any Subscribers or any content in any posting made by the Subscribers in the Platform or on any other platform/s. Under no circumstances shall F(DEV) be held liable, directly or indirectly, for any loss or damage caused or alleged to have been caused to third parties in connection with any content in any posting made by the Subscribers in the Platform or on any other platform/s.

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F(DEV) SHALL NOT BE LIABLE FOR ANY ERRORS OR OMISSIONS IN RELATION TO ANY INFORMATION INPUTTED BY THE SUBSCRIBER IN OPERATING THE SOLUTIONS IN THE PLATFORM.

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THE TRANSACTIONS CONCLUDED BY THE SUBSCRIBERS THROUGH THE OPERATION OF THE SOLUTIONS IN THE CONTROL PANEL SHALL BE THE SOLE OBLIGATION OF THE SUBSCRIBERS TO ITS CLIENTS. THE SUBSCRIBER AND ITS CLIENTS SHALL HOLD FREE AND HARMLESS AND RELEASE F(DEV) FROM ANY AND ALL LIABILITY THAT MAY ARISE THEREFROM. IN THIS REGARD, THE PARTIES AGREE THAT F(DEV) IS NOT PRIVY TO THE UNDERLYING TRANSACTIONS BETWEEN THE SUBSCRIBER AND ITS CLIENTS.

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3. Account

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1. A Subscriber may access the Services available on the Platform. 

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1. If you are an individual sole proprietor, to create a Subscriber Account on the Platform, you must be at least eighteen (18) years of age. If you are under eighteen (18) but at least thirteen (13) years of age, you may create a Subscriber Account only with the involvement of a parent or guardian, who by accepting these Terms shall agree to take responsibility for your actions and any charges associated with your use of the Platform and/or payment of fees. 
2. If you are a corporate entity, you are duly organized and existing and have executed the corresponding agreement with F(DEV) to avail of the Platform and its Solutions. F(DEV) reserves its right to require documentation evidencing the authority of your authorized representative(s) as well as other documents/information as part of its onboarding process and upon its sole and exclusive discretion.

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2. By downloading, using, and accessing the Platform, and/or utilizing any Solutions therein, you represent that you are at least eighteen (18) years of age and of sound mind to form a legally binding contract with F(DEV) or that you are duly organized, validly existing and have duly executed the corresponding agreement with F(DEV).

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3. You shall be responsible for all the communications and/or transactions made by your authorized representatives via the Platform and/or the Platform using your account and password. F(DEV) shall not be responsible or liable for any loss, damage, cost, expenses, or liabilities arising as a result of or in connection with the wrongful or fraudulent use of your Subscriber Account. 

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4. You agree that by creating a Subscriber Account, you are consenting to the acceptance, use, and storage of your business information and personal information such as, but not limited to:

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1. Name of the Subscriber (Corporate Name, Business or Trade Name); 
2. Telephone number; 
3. Mobile phone number; 
4. Email address; 
5. Business address (Principal place of business, Head office address or branch address, if any);
6. Name of authorized representative(s) and Subscriber Account users;
7. Email address and contact number of of authorized representative(s) and Subscriber Account users;
8. [Note: Please add/modify, as applicable]; and
9. Such other information as may be required by F(DEV) which is necessary to verify and/or enable your access to the Platform and its Solutions.

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5. You represent that all information which you and/or your authorized representative(s) and Subscriber Account users will provide is true and accurate. You will keep your information up to date by informing us of any change/s through the management of your account.

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6. F(DEV) shall create your Subscriber Account; provided, that you have furnished F(DEV) with the requisite information/documentation pursuant to these Terms.

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7. Once your Subscriber Account has been created, you will have access and view of the Subscriber Portal which includes the Control Panel consisting of the Solutions and other set of options, menus and tools.

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8. You also agree that you will not choose or use a username that: (i) belongs to another person or Subscriber or is used with the intent of impersonating another person or Subscriber; or (ii) is subject to any rights of a person or Subscriber other than you without appropriate authorization. 

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9. You agree never to use another Subscriber’s Account or log-in details to access the Platform and/or Services.

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10. Your username and unique password are personal to you and you are solely responsible for maintaining the confidentiality and use of your Subscriber Account, username, unique password, and/or log-in details. You hereby acknowledge that F(DEV) shall not be liable for your choice of username and/or any liabilities attached thereto. F(DEV) is not liable for any harm caused or related to theft or misappropriation of your username, unique password, and/or log-in details, disclosure of your username and unique password, or your authorization of anyone else to use your username and unique password.

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11. You may grant access rights to your employees and other duly authorized agents or representatives. Each of them shall be given a unique log-in details and shall be allowed to access certain features or functionalities available in the Control Panel depending on the level of authority that you may confer. 

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12. If you wish to delete your Subscriber Account, please send us an email requesting the same or click the link provided in your Subscriber Account on the Platform. We may restrict, suspend, or terminate your Subscriber Account and/or use of the Platform, if we reasonably believe that:

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1.  someone other than you is using your Subscriber Account; or

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2. where you are suspected or discovered to have been involved in any activity or conduct that is in breach of these Terms, our policies and guidelines, or involved in activity or conduct which we deem in our sole discretion to be an abuse of the Platform.

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4. Services 

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1. Each Subscriber who has successfully subscribed and has been granted a Subscriber Account by F(DEV) shall be given access and view to the Subscriber Portal in the Platform, which includes the Control Panel and other set of options, menus and tools. 

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2. Each Subscriber will have direct access to the account dashboard, as well as the ability to edit the contents thereof including, but not limited to, the account details or information registered by a Subscriber, consisting of its business address, its contact details, and other details. Each Subscriber shall likewise have direct access to the account’s settings consisting of: access management, levels of authority, audit trails, transaction history and settlement. 

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3. Upon logging in on their Subscriber Account, Subscribers will be granted:

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1. Access to and use of the Subscriber Portal which allows the Subscribers to utilize the Solutions through the Control Panel, which may consist of:

1. Payment Collection Channels via Third-Party Payment Providers integrated with InstaPay and PESONet;
2. F(DEV) end-to-end Financial Operations Control Panel, consisting of:

1. Centralized Payment Collection Channels;
2. Business Intelligence;
3. Customized & Branded Invoicing;
4. Security;
5. Access and Approval Management;

1. Enterprise Resource Planning (ERP) Systems & Integration; 
2. Customer Communications; and/or
3. Such other features or functionalities as may be introduced by F(DEV) to the Software at its sole and exclusive discretion from time-to-time.

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2. Perform Standard Client Servicing from time-to-time as well as Standard Customer Support included;

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3. Set-Up and Implementation Services (“Implementation Services”), subject to additional Implementation Services Fees, if any;

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4. Access to notifications windows; and

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5. Access to and use of the Platform’s settings menu.

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4. Along with the use of the Software, you may use Solutions in the Platform that are intertwined with the online services provided by the Partners and not by F(DEV). You and your Clients acknowledge and expressly agree:

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1. that the Partners are independent of F(DEV) and that F(DEV) do not have control over the Partners;

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2. that your use of the online services provided by the Partners will be at your own risk;

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3. to hold harmless and release F(DEV) from any liability or claim relating to your use of, or inability to use, the online services provided by the Partners;

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4. that your access and use of such online services shall be governed and limited by the terms of service published by the Partners; and

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5. that you represent and warrant that you have the right to provide F(DEV) with the log-in details, necessary personal information, and other access credentials which F(DEV) may require to be able to access any online services provided by the Partners.  

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5. F(DEV) does not provide professional accounting services. In the use of the Solutions, you and your Clients agree that the utilization of the Solutions will be at your own risk. F(DEV) shall not be liable for any errors or omissions in relation to the information that may be inputted by the Subscriber in operating the Solutions available on the Platform. 

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5. Suspension of Access, Deletion of Subscriber Account, and Discontinuing Affiliation with F(DEV)

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1. F(DEV) shall have the right to terminate your affiliation as a Subscriber and to delete your Subscriber Account and/or to suspend your access to your Subscriber Portal on the Platform based on the following grounds:

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1. Violation of any provision of these Terms;

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2. Provision of false information and misrepresentation on your Subscription;

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3. Posting of illegal content on the Platform;

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4. Fraud complaint made by a Subscriber or by a Client, and confirmation in accordance with the standards set forth by F(DEV);

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5. Unauthorized use of the Platform’s Services;

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6. Conviction of any felony related to fraud, even if belatedly discovered by F(DEV) after your Subscription has been approved;

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7. Any legal impediment existing at the time of your affiliation as a Subscriber, even if belatedly discovered by Fastwire after your Subscription has been approved; and

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8. Any future legal impediment which hinders you from entering into contracts.

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2. Accordingly, your use of and access to the Platform as a Subscriber, and your use of and access to your Subscriber Portal and Control Panel shall be denied upon termination of your affiliation.

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F(DEV) RESERVES THE RIGHT TO REMOVE YOU AS A SUBSCRIBER AT ANY TIME IF IT DEEMS THAT YOU ARE NOT COMPLIANT WITH ITS RULES AND/OR ITS STANDARDS. MOREOVER, F(DEV) RESERVES THE RIGHT TO REMOVE YOU AS A SUBSCRIBER IF IT DEEMS THAT YOU ARE INVOLVED IN ANY CIRCUMSTANCE WHICH MAY ENDANGER / DAMAGE / ADVERSELY AFFECT F(DEV) OR THE PLATFORM. ACTUAL DAMAGE IS NOT A REQUIREMENT BEFORE F(DEV) MAY REMOVE YOU AS A SUBSCRIBER.   

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6. Use of Data of Subscriber and its Clients

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1. You may only use your and/or your Client’s data, content, or other information you receive and/or provide through your use of the Platform as follows:

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1. In accordance with these Terms and all documents and provisions which are made an integral part hereof, expressly or by reference;

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2. To support the transactions arising from your use of the Platform or the Solutions;

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3. In accordance with any Data Sharing Agreement that you have executed or will execute with F(DEV) subsequent to the creation of your Subscription Account; and

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4. In accordance with the provisions of the Data Privacy Act of 2012, any amendments thereto, its Implementing Rules and Regulations, and all issuances of the National Privacy Commission.

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2. You may not use the Data of Clients for your own commercial purposes, including for building of user profiles, unless:

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1.  Agreed upon in a Data Sharing Agreement;

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2. The Client expressly consents to the same; or

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3. You have received the same data from the Client outside of and prior to their use of the Platform, and obtained their consent to use the same for marketing purposes.

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7. Representations and Warranties

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1. You acknowledge and agree that the content on the Platform and its Solutions are provided on an “as is” and “as available” basis, and that your use of or reliance upon the Platform and any content or services accessed or obtained thereby is at your sole risk and discretion. 

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2. While F(DEV) makes reasonable efforts to ensure the provision of the Platform and the Solutions we offer, are available at all times, we do not warrant or represent that the Platform and the Solutions shall be provided in a manner which is secure, timely, uninterrupted, error-free, free of technical difficulties, defects or viruses. Please expect temporary interruptions of the Platform due to scheduled or regular system maintenance work, downtimes attributable to internet or electronic communications or events of force majeure.

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3. F(DEV) does not make any representation or warranties with respect to the online services provided by the Partners. 

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4. F(DEV) shall neither be liable for actions or omissions of the Subscriber in regard to its use of the Platform. Nothing in these Terms shall exclude any liability of the Subscriber arising from its gross negligence or willful misconduct.

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5. F(DEV) shall exercise best efforts to enable the Subscribers and the Clients to input necessary and accurate information in regard to the operation of the Solutions available on the Platform. However, F(DEV) shall not be liable for any inconsistencies or inaccuracies that have been inputted by the Subscriber and/or Clients on the Platform.

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6. You acknowledge and agree that F(DEV) shall act as your agent only to the extent of cascading your digital statement of accounts or digital invoices to your Clients, and that F(DEV) has no relationship with you other than to make the Platform available for the operation and utilization of the Solutions. At no time shall F(DEV) have any right, title, or interest to the underlying transaction/s between the Subscribers and its Client/s. 

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8. Information and Privacy Policy

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1. Please refer to F(DEV)’s Privacy Policy at https://fastwire.ph/privacy-policy which forms part of these Terms. [Note: Given that Fastwire will initially be owned and hosted on F(DEV)’s platform, the Privacy Policy to be applied will also be that of F(DEV)’s]

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9. Limitation of Liability

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1. F(DEV) shall exercise ordinary diligence in keeping all information on the Platform accurate. F(DEV) does not warrant that use of the Platform and the associated online services provided by the Partners will be error-free or fit for all purposes, or that the Platform and the server that makes it available are free of viruses or technical anomalies. However, F(DEV) shall ensure the maintenance of the Platform for continuous functionality.

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2. By accepting these Terms, you agree to release F(DEV) from any liability whatsoever, and waive your right to make any claim against it with regard to matters arising from your use of information from any third party, your use of any third-party website or platform including that of the Partners, and your operation of the Solutions through the Platform.

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3. F(DEV) disclaims any and all liability to you for your operation of the Solutions with your Clients  to the fullest extent permitted under applicable laws without breaching your statutory rights as a consumer.

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4. F(DEV) shall not be liable for any delays, failures, errors or omissions or loss of transmitted information, viruses or other contamination or destructive properties transmitted to you or your computer system due to usage of the Platform.

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5. F(DEV) shall not be held liable for any failure or delay in performing the Services or any of its obligations under these Terms where such failure arises as a result of any act or omission, which is outside its control, such as all overwhelming and unforeseen events caused directly and exclusively by force majeure that can be neither anticipated, nor controlled, nor prevented by the exercise of prudence, diligence, and care, including but not limited to: war, riot, civil commotion, compliance with any law or governmental order, rule, regulation or direction, acts of third parties, enforcement of area lockdowns and forced road and establishment closures by the government and private entities, pandemics, inclement weather, and other natural disasters.

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6. F(DEV) shall not be liable for any indirect loss, consequential loss, loss of data, loss of income or profit, loss of damage to property, and/or loss from claims of third parties arising out of their use of the Platform.

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7. F(DEV) shall exercise ordinary diligence to prevent Internet Fraud and shall secure any and all data collected from you. However, F(DEV) shall not be held liable in the event of unauthorized use or breach of your computer or server security or similar acts committed by third parties.

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8. F(DEV) reserves the right to block or refuse future service/s to any Subscriber when there is reasonable belief that fraud is committed or when the transaction involved fraud or attempt to commit fraud. 

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10. Complaints

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For inquiries and concerns, please contact our customer service department at help@fastwire.ph.

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11. Intellectual Property

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1. The Platform and all materials provided therein, including the software, HTML code, script, text, artwork, photographs, video, and audio (the “Materials”) are protected by Copyright Laws and/or Intellectual Property Laws. All Materials provided in the Platform shall be used only for personal and informational purposes. No right, title, or interest in the Platform shall be conveyed to you, the User. You may not copy, reproduce, publish, transmit, distribute, perform, display, post, modify, create derivative works from, sell, license, or otherwise exploit the Platform or any of its Materials without the written consent of F(DEV). You may also not access or use the Platform for any competitive or commercial purpose. You may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify these Materials in any way without our prior express written consent. You are not allowed to copy any of the Materials herein. Any unauthorized copying, alteration, transmission, performance, display or other use of these Materials is prohibited.

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1. F(DEV) shall retain exclusive interest in and ownership of its Intellectual Property and nothing in these Terms will function to transfer any of its Intellectual Property rights to any of the Subscribers.

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2. By providing your trademarks and other intellectual property to F(DEV), you agree to allow F(DEV) to use the same to fulfill the Solutions found on the Platform.

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3. At no time shall F(DEV) have any proprietary right, title, or interest to the Intellectual Property you provide to the former. 

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4. F(DEV) shall not have any control over or responsibility for the legality of the Intellectual Property you provide to the former, as well as those you communicate to their Subscribers or to third persons.

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5. F(DEV) shall not be liable for any damage, cost, fee, or litigation case arising from your ownership and use of the intellectual property you provide as well as those you communicate to your Clients.

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10. Restrictions

The following is a non-exhaustive list of the types of conduct that are illegal or prohibited on the Platform. F(DEV) reserves the right to investigate and take appropriate legal action against anyone who, in F(DEV)’s sole discretion, engages in any of the prohibited activities. Prohibited activities include, but are not limited to the following:

1. using the Platform for any purpose in violation all laws, regulations, orders, or issuances;
2. posting any content that infringes the intellectual property rights, privacy rights, publicity rights, trade secret rights, or any other rights of any party;
3. posting content that is unlawful, obscene, defamatory, threatening, harassing, abusive, slanderous, hateful, or embarrassing to any other person or entity as determined by F(DEV) in its sole discretion or pursuant to local standards;
4. posting content that constitutes cyber-bullying, as determined by F(DEV) in its sole discretion;
5. posting content that depicts any dangerous, life-threatening, or otherwise risky behavior;
6. posting telephone numbers, street addresses, or last names of any person;
7. posting URLs to external websites or any form of HTML or programming code;
8. posting anything that may be “spam,” as determined by F(DEV) in its sole discretion;
9. impersonating another person when posting content;
10. harvesting or otherwise collecting information about others, including e-mail addresses, without their consent;
11. allowing any other person or entity to use your identification for posting or viewing comments;
12. harassing, threatening, stalking, or abusing any person on the Platform;
13. engaging in any other conduct that restricts or inhibits any other person from using or accessing the Platform, or which, in the sole discretion of F(DEV), exposes F(DEV) or any of its customers, suppliers, or any other parties to any liability or detriment of any type; or
14. encouraging other people to engage in any prohibited activities as described herein.

F(DEV) reserves the right but is not obligated to do any or all of the following: investigate an allegation that any information inputted on the Platform does not conform to these Terms and determine in its sole discretion to remove or request the removal of the information; remove information which is abusive, illegal, or disruptive, or that otherwise fails to conform with these Terms; suspend or terminate a subscriber’s access to the Platform, or their Subscriber Account upon any breach of these Terms; monitor, edit, or disclose any content on the Platform; and edit or delete any content posted on the Platform, regardless of whether such content violates these standards.

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11. Miscellaneous Provisions

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1. These Terms shall be governed by and construed in accordance with the laws of the Republic of the Philippines. The parties hereto submit to the exclusive jurisdiction of the courts of [-].

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2. The Terms set forth herein shall remain effective and shall remain binding upon you until and unless your Subscription has been discontinued or upon the expiration of the term of your Subscription and that no renewal has been agreed upon. 

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3. F(DEV) shall not be liable for termination of these Terms. F(DEV)’s right to be indemnified pursuant to the Terms hereof, shall survive any termination of these Terms. Any such termination of these Terms shall not cancel your obligation to pay costs and fees for the use of the Services on the Platform as a Subscriber, as may be applicable, and shall not affect any liability that may have arisen under these Terms prior to the date of termination.

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4. You agree to indemnify, defend, and hold F(DEV), its affiliates, shareholders, directors, employees, agents, service providers, suppliers, subcontractors, successors and assigns, harmless from and against any and all claims, demands, actions, causes of action, damages, costs, and expenses, including reasonable attorney’s fees and other expenses of litigation, penalties, fines, damages, and losses, made by any third party due to or arising out of your breach of the Terms stated herein and the documents they incorporate by reference, or by your violation of any law or the rights of a third party.

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5. F(DEV) may subcontract any part or parts of the Services it provides to you at any time. 

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6. F(DEV) may assign or novate any part or parts of its rights under these Terms without your consent.

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7. F(DEV) may alter or vary the Terms at any time without prior notice to you and without your consent.

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8. Initiating any automated system or program in connection with the Platform or the Solutions is not allowed.

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9. Collecting any personally identifiable information from the Platform, including the use of communication systems provided on the Platform, for any commercial solicitation purposes is not allowed. Distribution, publication, or solicitation for any reason whatsoever to any users of the Platform, and hacking or scraping the Platform, are prohibited acts, which will be dealt with accordingly to the fullest extent available under the law.

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10. The Terms together with the Privacy Policy (and the respective amendments) and any undertaking you executed in relation thereto, shall constitute the entire agreement between you and F(DEV). In the event of any conflict between these Terms and any other term or provision on the Platform, these Terms shall prevail.

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11. If any of the Terms shall be deemed invalid, illegal, or unenforceable, such term or condition shall be deemed not written and the remainder shall continue to be valid and in force.

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12. No delay or failure on the part of F(DEV) to enforce its rights or remedies under these Terms shall constitute a waiver on its part of such rights or remedies unless such waiver is set forth and confirmed in writing by its duly authorized representatives.

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