This ___ day of ______________, the parties have entered into and agreed to be bound by the terms and conditions of this Agreement with regards the use of an on-line market place as set forth below: 

________________________________________________, of legal age, married/single, Filipino, with business address at _________________________________________________________ ____________________________________________ ___________, and hereinafter referred to as the “FIRST PARTY”;

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IMAP WEB SOLUTIONS, INC., a corporation organized and existing under Philippine laws, with principal business address at 1050 EDSA, Magallanes, Makati City, Philippines as to the “SECOND PARTY”

WHEREAS, the FIRST PARTY is in the business of selling merchandise, including ready to wear garments and other articles of clothing.

WHEREAS, the SECOND PARTY is engaged in web-hosting and provision of internet enabled services, e-commerce platform and other related services.

WHEREAS, the SECOND PARTY has an on-line market place called the “GREENGROCERY.COM.PH SHOPPING” with web address at: https://www.greengrocery.com.ph, with B2B & B2C e-commerce functionalities.

WHEREAS, the FIRST PARTY desires to avail of the services of the SECOND PARTY to sell its products through the on-line market place, and the SECOND PARTY agrees to provide said services, under the terms and conditions provided below.

I. THE SERVICES PROVIDED IN “GREENGROCERY.COM.PH SHOPPING”

Section 1. GreenGrocery.Com.Ph Shopping is an online marketplace providing businesses with an alternative mode of selling products to consumers. It is a hosting facility where businesses can upload details and pricing of their products and to consummate sales transactions through electronic payment facilities.

Section 2. Nature of Hosting Services. SECOND PARTY solely provides a platform or a virtual “marketplace” for the FIRST PARTY’s use. All data and information provided with regards FIRST PARTY’s products such as pricing, shipping, listing, sourcing and the likes – is the sole responsibility of the FIRST PARTY. SECOND PARTY does not guarantee the existence, quality, safety, efficacy or accuracy of the products and/or posting. Neither does the SECOND PARTY guarantee the ability to pay of the Buyer or Consumer. It does not guarantee that the buyer or seller will actually deliver or complete a transaction or that the consumer will return the product in the event of non-payment.

II. CONSIDERATION AND USE OF THE ONLINE FACILITIES

Section 3. Access to the Service. The use, access or sign up to the service is for free, SECOND PARTY will only be entitled to compensation for consummated sales on a service fee basis, or sales paid by the Buyer or Consumer. However, additional fees may be charged for multiple photo fees, and enhanced marketing fees. These fees and charges will be subject to a quote for services, and no such additional fees or charges will be charged without the FIRST PARTY’s prior approval.

Section 4. Service Fee. SECOND PARTY receives payment from the Buyer or Consumer and shall be entitled to a service fee of 10% per cent share in all sales transactions done through GREENGROCERY.COM.Ph

SHOPPING. This Service Fee will be deducted from the sales price of products sold and shall be remitted by the SECOND PARTY to the FIRST PARTY’s nominated bank account.

Section 5. Notification to the Buyer or End User. SECOND PARTY will notify the FIRST PARTY of each sale made, the sale price, the service fee due, and other details through an Electronic Invoice. Buyer or Consumer will also be notified through email or other electronic means, and/or through SMS, in the event that electronic notification fails.

Section 6. Taxes. Each party shall be responsible for declaring their respective incomes and the payment of the correct tax to the government. SECOND PARTY shall declare as its income, only the service fee due and collected pursuant to Section 4 above.

Section 7. Credit Information. It is understood that pursuant to R.A. 9510 or the Credit Information System Act, SECOND PARTY may be required to disclose credit information in compliance with said law. Towards this end, FIRST PARTY authorizes the FIRST PARTY to disclose credit information if requested by the Credit Information Corporation.

III. POSTING OR LISTING

Section 8. Posting of Products. The primary responsibility of uploading, posting or listing the products for sale in SECOND PARTY’s page in GREENGROCERY SHOPPING’s website. FIRST PARTY shall abide by the terms and conditions set forth in this url: https://www.greengrocery.com.ph/info/terms-conditions. The terms and conditions may vary from time to time, and FIRST PARTY agrees to be bound by and shall observe the same. In addition to the same, FIRST PARTY shall:

a. be responsible for the content, accuracy and genuineness of the product posted for sale (this shall include the detailed title and sub title, price, quantity, picture and description);

b. not misrepresent or deceive prospective buyers or customers by providing false or misleading information about the products listed for sale;

c. ensure that the price listing is current and that products listed are available;

d. provide accurate time-line for delivery to the Buyer;

e. ensure that the product offered for sale is in good and saleable condition;

f. consents to the modification or deletion of listing or posting that violate any of SECOND PARTY’s policy, solely at SECOND PARTY’s discretion;

g. warrant that products listed, and the information provided shall not infringe on any intellectual property of other persons or entities;

h. ensure that the products listed for sale are licit and the SECOND PARTY have the legal capacity to transfer ownership and are not “smuggled” items; and,

i. understands that the posting or listing of a product is an offer to purchase, which if accepted and/or paid by the Buyer or end-user, will give rise to a valid contract of sale;

j. agrees that its account in GREENGROCERY.COM.PH SHOPPING may be suspended or terminated if it violates any of the terms and conditions of this Agreement and its Annexes or other applicable policies referred to in this Agreement.


Section 9. Rating and Ranking. To enhance customers, buyers and end users’ experience, SECOND PARTY shall maintain a listing and ranking of VENDORS in its website. FIRST PARTY consents to be listed and ranked for comparison with other VENDORS and agrees to the collection, compilation and analysis of pertinent sales and other data to accomplish the same.


Section 10. Consent to use Marks and other Content. FIRST PARTY grants to the SECOND PARTY a non-exclusive, worldwide, perpetual, royalty free, and irrevocable right or License to use its logos, trademarks, service marks, materials, product listings, images and data for the sole purpose of promoting FIRST PARTY’s products, and to drive sales and traffic to the website GREENGROCERY.COM.PH SHOPPING.

IV. BUYING, SELLING AND DELIVERY

Section 11. Purchasing. Purchases are made on-line, through computers and mobile devices, and payment is made through the agency of the SECOND PARTY who has the facilities to enable payment over multiple channels, through credit cards, on-line banking, pay pal and other payment platforms. The sale is generally considered to have been consummated upon payment and delivery, but subject to product refund.

Section 12. Delivery. Delivery of products sold shall be the responsibility of the SECOND PARTY, and it shall track and report delivery of the products through the on-line tracking module of the website.

Section 13. Product Return and Refunds. In the event that the customer finds the products to be broken, faulty, incomplete, damaged or in a condition not matching the description provided in the website,and the customer returns the product within 3 days or within the timeline of GREENGROCERY.COM.PH SHOPPING Return Policy, the customer shall be entitled to a Refund of payments made. The refunds shall be made either by reversing the credit card transaction or restoring the credit in Customer’s bank account and other such similar electronic means, or, if such means are cumbersome or expensive, by payment through check mailed to the Customer. The refund of the purchase price shall be the full responsibility of the FIRST PARTY and it shall not prejudice the SECOND PARTY’s entitlement to the sales service fee, which will be considered as its fee for reversing the transaction.


V. INTELLECTUAL PROPERTY RIGHTS PROTECTION

Section 14. Intellectual Property, Infringement. Both Parties shall endeavor to protect the Intellectual Property of either party. FIRST PARTY represents and warrants that all products and contents provided, uploaded or listed in its pages in GREENGROCERY.COM.PH SHOPPING website is owned or controlled by it, and does not and will not infringe any intellectual property rights of any third party.


VI. WAIVER AND LIMITATION OF LIABILITY

Section 15. No warranty and Limited Liability. FIRST PARTY agrees that the use of the Services provided by the SECOND PARTY is at the FIRST PARTY’s risk, and it is being provided on an “as is” and “as available” basis. As service provider, SECOND PARTY shall not be liable for any damages or losses resulting directly or indirectly from:

a. the content provided by the FIRST PARTY in using the Services;

b. the use of or inability to use the Services;

c. pricing, shipping and delivery;

d. delays or disruptions in the Services;

e. viruses or other malicious software obtained by accessing or linking to the internet to avail of Services; and,

f. damage to FIRST PARTY’s hardware devices.

Section 16. Waiver/Release. FIRST PARTY waives and releases SECOND PARTY (and its directors, officers, employees and agents) from any liability arising from any dispute with Buyers of its products of any kind or nature. VII. DISPUTE RESOLUTION

Section 17. Arbitration. All disputes or claims rising or arising from this Agreement shall be resolved exclusively through final and binding arbitration, rather than in court. However, if the claim or dispute can be resolved in a small claims court, no referral to Arbitration is necessary, and the dispute or claim can be adjudicated at the small claims court in the City of Makati to the exclusion of all other courts of equal jurisdiction. The arbitration will be conducted by a sole arbitrator of the Philippine Dispute Resolution Center under its Rules and Procedures.


VIII. MISCELLANEOUS PROVISIONS

Section 18. Liability and Indemnity. FIRST PARTY shall indemnify the SECOND PARTY and at its own cost, hold the latter harmless against any claim or action which alleges that the listed Product or Product Information infringes a patent, copyright, or other intellectual property or proprietary right of a third party or person recognized under Philippine Law.

Section 19. Review Process. The parties will adopt a Review and Rating Process which will be considered as an integral part of this Agreement. This process may provide for a system to rate and review Vendors and will be applicable to all Vendors in the GREENGROCERY.COM.PH SHOPPING website.

Section 20. Confidentiality. Both parties agrees that confidential information disclosed by reason of this Agreement, in any form whatsoever shall be kept confidential and shall not be disclosed or given to any third party unless with the prior consent of the disclosing party. This section shall not apply to information that are:
(a) already known or obtained by either party by independent means through no breach of any obligation of confidentiality;

(b) in the public domain; and,

(c) required to be disclosed under law or pursuant to an order of a Court.

Section 21. Mutual No-Hiring Clause. Both parties shall not hire any of the other party’s personnel during the duration of this Agreement and within two (2) years from its termination. Violation of this Agreement shall give rise to an action for damages, with the guilty party confessing to judgment in liquidated damages in the sum of FIVE HUNDRED THOUSAND PESOS (P500,000.00). The award and payment of liquidated damages provided herein does not bar recovery or prosecution of such other action or liability which the injured party may have under law.

Section 22. Effective Date and Termination. This Agreement shall take effect immediately upon its execution and shall continue for ___ (__) year and may be terminated at any time by either or both parties, by sending written notice of at least one (1) month prior to the intended date of termination, either by email, fax or postal mail.

IN WITNESS WHEREOF, we have hereunto affixed our signatures this ____ day of _______, 2018 in Makati City, Metro Manila.

For & on behalf of ___________________________ For & on behalf of IMAP WEBSOLUTIONS, INC. “FIRST PARTY” “SECOND PARTY”