Last updated May 11, 2020

 

Welcome to the Kumu platform. Please read the following terms and conditions carefully. The following Terms of Use govern your use and access of the Platform and the use of the Services. By accessing the Platform and/or using the Services, you have read, understood, and agreed to be bound by these Terms of Use. If you do not agree to these Terms of Use, do not access and/or use this Platform or the Services.

Access to and use of password protected and/or secure areas of the Platform and/or use of the Services are restricted to Users with accounts only. You may not obtain or attempt to obtain unauthorized access to such parts of this Platform and/or the Services, or to any other protected information, through any means not intentionally made available by use for your specific use.
If you are below eighteen (18) years old: you must obtain consent from your parent(s) or legal guardian(s), their acceptance of these Terms of Use and their agreement to take responsibility for: (i) your actions; (ii) any charges associated with your use of any of the Services or purchase of Products; and (iii) your acceptance and compliance with these Terms of Use. If you do not have consent from your parent(s) or legal guardian(s), you must stop using/accessing this Platform and using the Services.

1. Definitions and Interpretation

Unless otherwise defined, the definitions and provisions set out in Schedule 1 shall apply to these Terms of Use.

2. General Use of Services and/or Access of the Platform

2.1 Guidelines to the use of Platform and/or Services: You agree to comply with any and all guidelines, notices, operating rules and policies, and instructions pertaining to the use of the Services and/or access to the Platform, as well as any amendments to the aforementioned, issued by us, from time to time. Supplemental terms and conditions or documents that may be posted on the Platform from time to time are deemed expressly incorporated herein by reference. We reserve the right to revise these guidelines, notices, operating rules and policies, and instructions at any time and for any reason and you are deemed to have been made aware of and bound by any changes to the foregoing upon their publication on the Platform.

The information provided on the Platform is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Platform from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
2.2 Prohibited activities: Users may not access or use the Platform for any purpose other than that for which we make the Platform available. The Platform may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us. As a user of the Platform, you agree and undertake NOT to:

(a) impersonate any person or entity or to falsely state or otherwise misrepresent your affiliation with any person or entity, or to use a Username which does not belong to you without express authorization of the owner;

(b) use the Platform for illegal purposes;

(c) attempt to gain unauthorized access to or otherwise interfere or disrupt other computer systems or networks connected to the Platform or Services;

(d) systematically retrieve data or other content from the Platform to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us;

(e) make unauthorized use of the Platform by collecting Usernames and/or email addresses of Users by electronic or other means for the purpose of sending unsolicited email, or creating User accounts by automated means or under false pretenses;

(f) circumvent, disable, or otherwise interfere with security-related features of the Platform, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Platform and/or the Content contained therein;

(g) engage in unauthorized framing of or linking to the Platform;

(h) trick, defraud, or mislead us and other Users, especially in any attempt to learn sensitive account information such as User passwords;

(i) make improper use of our support services or submit false reports of abuse or misconduct;

(j) engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools;

(k) interfere with, disrupt, or create an undue burden on the Platform or the networks or services connected to the Platform;

(l) sell or otherwise transfer your profile;

(m) use any information obtained from the Platform in order to harass, abuse, or harm another person;

(n) use the Platform as part of any effort to compete with us or otherwise use the Platform and/or the Content for any revenue-generating endeavor or commercial enterprise;

(o) decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Platform;

(p) attempt to bypass any measures of the Platform designed to prevent or restrict access to the Platform, or any portion of the Platform;   

(r) harass, annoy, intimidate, or threaten any other Kumu Users or any Kumu Indemnitees engaged in providing any part of the Platform or Services to you;

(s) delete the copyright or other proprietary rights notice from any Content;

(t) copy or adapt the Platform’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code;

(u) use, upload, or transmit, or attempt to use, upload, or transmit, any software or material that contains, or which you have reason to suspect may contain, viruses, damaging components, malicious code, or harmful components which may impair or corrupt the Platform’s data, features, or functions, or damage or interfere with the operation of another User’s computer or mobile device or the Platform or Services;

(v) upload or transmit, or attempt to upload or to transmit, any material that acts as a passive or active information collection or transmission mechanism, including but not limited to clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”);

(w) except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Platform, or using or launching any unauthorized script or other software;

(x) post, promote, or transmit through the Platform or Services any Prohibited Materials;

(y) interfere with another’s utilization and enjoyment of the Platform or Services in any manner, including the use of spamming; and

(z) use the Platform or Services other than in conformance with the acceptable policies for use of any connected computer networks, any applicable Internet standards, and any other applicable laws or regulations.


2.3 Availability of Platform and Services: We may, from time to time and without giving any reason or prior notice, upgrade, modify, suspend or discontinue the provision of, or remove, whether in whole or in part, the Platform or any Services. We are not liable if any such upgrade, modification, suspension, or removal prevents you from accessing the Platform or any part of the Services or for any loss, damage, or inconvenience resulting therefrom. Nothing in these Terms of Use shall be construed to obligate us to maintain and support the Platform or to supply any corrections, updates, or releases in connection therewith.
2.4 Modifications: We reserve the right to change, modify, or remove the contents of the Platform at any time or for any reason at our sole discretion without notice and have no obligation to update any information on our Platform. We shall not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Platform.
2.5 Right to monitor content: We reserve the right, but shall not be obliged, to:
(a) monitor, screen, or otherwise control any activity, content, or material on the Platform and/or through the Services. We may, in our sole and absolute discretion, investigate any violation of the terms and conditions contained herein and may take any action deemed appropriate;
(b) prevent or restrict access of any User to the Platform and/or the Services;
(c) in our sole and absolute discretion, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any User Contributions or any portion thereof;
(d) in our sole and absolute discretion and without limitation, notice, or liability, to remove from the Platform or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems;
(e) report any activity we suspect to be in violation of any applicable law, statute, or regulation to the appropriate authorities and to cooperate with such authorities;
(f) to request any information and data from you in connection with your use of the Services and/or access of the Platform at any time and to exercise our right under this paragraph if you refuse to divulge such information and/or data or if we have reasonable grounds to suspect that you have provided inaccurate, misleading, or fraudulent information and/or data; and/or
(g) otherwise manage the Platform in a manner designed to protect our rights and property and to facilitate the proper functioning of the Platform.
2.6 Privacy Policy: Your use of the Services and/or access to the Platform is also subject to our Privacy Policy.
2.7 Terms & Conditions of Sale: The purchase of any Product using the Platform and/or Services will be subject to our Terms & Conditions of Sale.
2.8 Additional terms: In addition to these Terms of Use, the use of specific aspects of the Content and Services, more comprehensive, or updated versions of the Content offered by us or our designated sub-contractors, may be subject to additional terms and conditions, which will apply in full force and effect.

3. Use of Services

3.1 Application of this Clause: In addition to all other terms and conditions of these Terms of Use, the provisions in this Clause 3 are the additional specific terms and conditions governing your use of the Services.
3.2 Restrictions: Use of the Services is limited to authorized Users that are of legal age and who have the legal capacity to enter into and form contracts under any applicable law. Users who have breached or are in breach of the terms and conditions contained herein and Users who have been permanently or temporarily suspended from use of any of the Services may not use the Services even if they satisfy the requirements of this Clause 3.2.
3.3 General terms of use: You agree:
(a) to access and/or use the Services only for lawful purposes and in a lawful manner at all times and further agree to conduct any activity relating to the Services in good faith;
(b) not to access the Platform through automated or non-human means, whether through a bot, script, or otherwise;
(c) to ensure that any information or data you post or cause to appear on the Platform in connection with the Services is accurate and agree to take sole responsibility for such information and data; and
(d) to ensure that all registration information you submit is true, accurate, current, and complete, and to maintain the accuracy of such information and promptly update such registration information as necessary.
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Platform or any portion thereof.
3.4 Product description: While we endeavor to provide an accurate description of the Products, we do not warrant that any such description is accurate, current, or free from error.
3.5 Prices of Products: All Listing Prices are subject to taxes, unless otherwise stated. We reserve the right to amend the Listing Prices at any time without giving any reason or prior notice.
3.6 Third-Party Vendors: You acknowledge that parties other than Kumu list and sell Products on the Platform. Each agreement entered into for the sale of a Third-Party Vendor’s Products to a User shall be an agreement entered into directly and only between the Third-Party Vendor and the User.

4. Users with Kumu Accounts

4.1 Username/Password: Certain Services that may be made available on the Platform may require creation of an account with us or for you to provide Personal Data. If you request to create an account with us, a Username and Password may either be: (i) determined and issued to you by us; or (ii) provided by you and accepted by us in our sole and absolute discretion in connection with the use of the Services and/or access to the relevant Platform. We reserve the right to remove, reclaim, or change a Username selected by you if we determine, in our sole and absolute discretion, that such Username is inappropriate, obscene, or otherwise objectionable. We may at any time, in our sole and absolute discretion, request that you update your Personal Data or forthwith invalidate the Username and/or Password without giving any reason or prior notice and shall not be liable or responsible for any Losses suffered by or caused by you or arising out of or in connection with or by reason of such request or invalidation. You hereby agree to change your Password from time to time and to keep the Username and Password confidential and shall be responsible for the security of your account and liable for any disclosure or use (whether such use is authorized or not) of the Username and/or Password. You should notify us immediately if you have knowledge that or have reason for suspecting that the confidentiality of the Username and/or Password has been compromised or if there has been any unauthorized use of the Username and/or Password or if your Personal Data requires updating.
4.2 Purported use/access: You agree and acknowledge that any use of the Services and/or any access to the Platform and any information, data, or communications associated with your Username and Password shall be deemed to be, as the case may be:
(a) access to the relevant Platform and/or use of the Services by you; or
(b) information, data, or communications posted, transmitted, and validly issued by you.
You agree to be bound by any access of the Platform and/or use of any Services (whether such access or use is authorized by you or not) and you agree that we shall be entitled, but not obliged, to act upon, rely on, or hold you solely responsible and liable in respect thereof as if the same were carried out or transmitted by you. You further agree and acknowledge that you shall be bound by and agree to fully indemnify us against any and all Losses attributable to any use of any Services and/or or access to the Platform associated with your Username and Password.

5. Intellectual Property

5.1 Ownership: Unless otherwise indicated, the Platform is our proprietary property and all Content on the Platform and the Trademarks contained therein are owned, licensed to, or controlled by us, and are protected by copyright and trademark laws and various other intellectual property laws and unfair competition laws of the Philippines and United States, foreign jurisdictions, and international conventions. Except as expressly provided in these Terms of Use, no part of the Platform and no Content or Trademarks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our prior express written permission.
5.2 Restricted use: No part or parts of the Platform or any Content may be reproduced, reverse engineered, decompiled, disassembled, separated, altered, distributed, republished, displayed, broadcast, hyperlinked, mirrored, framed, transferred or transmitted in any manner or by any means or stored in an information retrieval system or installed on any servers, system, or equipment without our prior written permission or that of the relevant copyright owners. Subject to Clause 5.3, limited permission will be granted to users who are eligible to use the Platform to download, print, or use the Content for personal and non-commercial uses, provided that there is no modification of the Content and that we or the relevant copyright owners retain all copyright and other proprietary notices contained in the Content.
5.3 Trademarks: The Trademarks are registered and unregistered trademarks of us or third parties. Nothing on the Platform and in these Terms of Use shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use (including as a meta tag or as a hyperlink to any other website) any Trademarks displayed on the Services, without our written permission or any other applicable trademark owner.
5.4 Copyright infringements: We respect the intellectual property rights of others. If you believe that any material available on or through the Platform infringes upon any copyright you own or control, please immediately notify us at support@kumu.ph. A copy of your notification will be sent to the person who posted or stored the material addressed in the notification. Please be advised that pursuant to law, you may be held liable for damages if you make material misrepresentations in a notification. Thus, if you are not sure that material located on or linked to by the Platform infringes your copyright, you should first consider contacting an attorney.

6. Limitation of Liability

6.1 No representations or warranties: The Services, the Platform, and the Content are provided on an “as is” and “as available” basis. All data and/or information contained in the Platform, the Services, or the Content are provided for informational purposes only. No representations or warranties of any kind, implied, express or statutory, including the warranties of non-infringement of third-party rights, title, merchantability, satisfactory quality or fitness for a particular purpose, are given in conjunction with the Platform, the Services, or the Content. Without prejudice to the generality of the foregoing, we do not warrant:
(a) the accuracy, timeliness, adequacy, commercial value, or completeness of all data and/or information contained in the Platform, the Services, or the Content;
(b) that the Platform, the Services, or that any of the Content will be provided uninterrupted, secure, or free from errors or omissions, or that any identified defect will be corrected;
(c) that the Platform, the Services, or the Content are free from any computer virus or other malicious, destructive or corrupting code, agent, program or macros; and
(d) the security of any information transmitted by you or to you through the Platform or the Services, and you accept the risk that any information transmitted or received through the Services or the Platform may be accessed by unauthorized third parties and/or disclosed by us or our officers, employees, or agents to third parties purporting to be you or purporting to act under your authority. Transmissions over the Internet and electronic mail may be subject to interruption, transmission blackout, delayed transmission due to Internet traffic, or incorrect data transmission due to the public nature of the Internet.
6.2 Exclusion of liability: Kumu Indemnitees shall not be liable to you for any Losses whatsoever or howsoever caused and regardless of the form of action arising directly or indirectly in connection with:
(a) any access, use, and/or inability to use the Platform or the Services;
(b) reliance on any data or information made available through the Platform and/or through the Services. You should not act on such data or information without first independently verifying its contents;
(c) any system, server, or connection failure, error, omission, interruption, delay in transmission, computer virus, or other malicious, destructive, or corrupting code, agent program, or macros; and
(d) any use of or access to any other website or webpage linked to the Platform, even if we or our officers, directors, agents, or employees may have been advised of, or otherwise might have anticipated, the possibility of the same.
6.3 At your own risk: Any risk of misunderstanding, error, damage, expense, or Losses resulting from the use of the Platform is entirely at your own risk and we shall not be liable therefore.

7. User Contributions, Submissions, Reviews, and Information

7.1 User generated Contributions: The Platform may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Platform, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, “Contributions”). Contributions may be viewable by other Users of the Platform and through third-party websites. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Contributions, you thereby represent and warrant that:
(a) the creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party;
(b) you are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Platform, and other Users of the Platform to use your Contributions in any manner contemplated by the Platform and these Terms of Use;
(c) you have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Platform and these Terms of Use;
(d) your Contributions are not false, inaccurate, or misleading;
(e) your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation;
(f) your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us in our sole and absolute discretion);
(g) your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone;
(h) your Contributions do not advocate the violent overthrow of any government or incite, encourage, or threaten physical harm against another;
(i) your Contributions do not violate any applicable law, regulation, or rule.
(j) your Contributions do not violate the privacy or publicity rights of any third party;
(k) your Contributions do not contain any material that solicits personal information from anyone under the age of eighteen (18) or exploits people under the age of eighteen (18) in a sexual or violent manner;
(l) your Contributions do not violate any domestic or international law concerning child pornography, or otherwise intended to protect the health or well-being of minors;
(m) your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap; and
(n) your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation.
Any use of the Platform in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Platform.
7.2 Contribution license: By posting your Contributions to any part of the Platform or making Contributions accessible to the Platform by linking your account from the Platform to any of your social networking accounts, you automatically grant, and you represent and warrant that you have the right to grant to us an unrestricted, unlimited, irrevocable, continuous, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sub-licenses of the foregoing. The use and distribution may occur in any media format and through any media channel.
This license shall apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions.
We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Platform. You are solely responsible for your Contributions to the Platform and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.
We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations on the Platform; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. We shall not be obligated to monitor your Contributions.
7.3 User submissions: You grant us an exclusive license to use the materials or information that you submit to the Platform and/or provide to us, including but not limited to questions, reviews, ideas, comments, and suggestions (collectively, “Submissions”). When you post comments or reviews to the Platform, you also grant us the right to use the name that you submit or your Username in connection with such review, comment, or other content. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions. You shall not use a false email address, pretend to be someone other than yourself, or otherwise mislead us or third parties as to the origin of any Submissions. We may, but shall not be obligated, to publish, remove, or edit your Submissions.
7.4 Guidelines for reviews: We may provide you areas on the Platform to leave reviews or ratings. When posting a review, you must comply with the following criteria:
(a) You should have firsthand experience with the person/entity being reviewed;
(b) Your reviews should not contain offensive profanity, or abusive, racist, offensive, or hate language;
(c) Your reviews should not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability;
(d) Your reviews should not contain references to illegal activity;
(e) You should not be affiliated with competitors if posting negative reviews;
(f) You should not make any conclusions as to the legality of conduct;
(g) You may not post any false or misleading statements; and
(h) You may not organize a campaign encouraging others to post reviews, whether positive or negative.
We may accept, reject, or remove reviews in our sole and absolute discretion. We have absolutely no obligation to screen or delete any reviews regardless of the content. Reviews are not endorsed by us, and do not necessarily represent our opinions or the views of any of our affiliates or partners. We do not assume liability for any review or for any claims, liabilities, or losses resulting from any review. By posting a review, you hereby grant to us a continuous, non-exclusive, worldwide, royalty-free, fully-paid, assignable, and sub-licensable right and license to reproduce, modify, translate, transmit by any means, display, perform, and/or distribute all content relating to reviews.
7.5 Consent to receive emails and/or SMS: You give your full, free, and unequivocal consent and authority to the collection, processing, and use by us of any information provided by you (including Personal Data) for the purposes of sending informational and promotional emails and/or SMS and any and all communications, notices, updates, and other information to you. Your agreement to the provisions of this Clause 7.5 shall constitute your consent for the purpose of the provisions of any spam control laws (whether in Philippines or elsewhere). You may subsequently opt-out of receiving promotional emails and/or SMS by clicking on the appropriate hyperlink or following the appropriate instructions in any promotional email and/or SMS.
7.6 Privacy Policy: You acknowledge that you have read and agree to our Privacy Policy and consent to our collection, use, and disclosure of your Personal Data for the purposes set out in our Privacy Policy. Kumu may, from time to time, be required by government agencies to disclose certain information in connection with any audit or investigation. You understand that we are not required to contest any demand made by a government authority for such information.

8. Virtual Items

8.1 Virtual currency: We offer a feature allowing you to purchase (a) Coins for use in the Platform and/or (b) Gifts. Any Coins and/or Gifts that are gifted to Users (or received by you) within the Platform are converted to virtual “diamonds” in the receiving User’s account. The purchase of any Virtual Items must be made lawfully, under legitimate means, and with Real Currency. Notwithstanding your purchase or possession of such Virtual Items, you acknowledge and agree that you do not in fact own the Virtual Items, and that the amounts of any Virtual Items do not refer to any credit balance of Real Currency or its equivalent. The purchase of Virtual Items grants you a limited license to use the Service, including software programs that may manifest themselves as these items.
You acknowledge and agree that your distribution of any Virtual Items currently in your account (i.e. as a virtual “tip” to any other User’s account) may result in some revenue to such recipient User, as determined in our sole and absolute discretion, and is made solely at your own discretion. You further agree that once you have confirmed a transfer of any Virtual Item to another User’s account, the action cannot be undone and the Virtual Item cannot be withdrawn. Notwithstanding, we make no guarantee that the amount or value of the Virtual Items you may give a User will correlate to the revenue such User may receive.
The purchase of Virtual Items is a completed transaction upon our confirmation of electronic payment from you via the iTunes App Store, Google Play, or other channels. Any virtual currency balance shown in your User account does not constitute Real Currency or reflect any stored value or balance, but instead constitutes a measurement of the extent of your license to the Virtual Items within the Service. You will not be able to sell Virtual Items in exchange for virtual currency or Real Currency credited back to your account, nor will you be able to receive a refund of virtual currency or Real Currency for Virtual Items, including if your access to the Platform has been suspended, limited, or terminated pursuant to these terms and conditions.
The value (i.e. the exchange rate) of the Virtual Items is determined by us in our absolute and sole discretion, based on your country of origin, and we further reserve the right to modify the purchase exchange rate between Real Currency and Coins from time to time and for any reason. By your use of the Service, you confirm your understanding and acceptance of the exchange rate of any Virtual Items which shall be the current exchange rate at the time of your purchase of said Virtual Items.
Your use of any Virtual Items purchased shall be solely for legitimate purposes within the Service, and must comply with all applicable laws and regulations at all times (i.e. no exchanging of Virtual Items for any activity, product, conduct, or services deemed unauthorized by these Terms or our Community Policy).
You understand that any purchase of Virtual Items is made using Real Currency. If you disagree with any part of, or do not fully understand our exchange rate policy, please refrain from purchasing or using any Virtual Items in connection with the Platform.
You understand that we may change, modify, or update these Terms, or the terms of sale in connection with the Virtual Items from time to time, and that such revised terms will apply to all subsequent purchases of any Virtual Items, and you agree that you will review these Terms and any terms regarding the sale of Virtual Items prior to making any purchase.
In the event that your account balance is incorrect due to system maintenance or other technical failures as determined by us in our sole and absolute discretion, we agree to make all necessary corrections and adjustments with respect to your account balance. If you have any questions, concerns, or suggestions regarding purchases and/or payments regarding the Platform, please contact us at accounting@kumu.ph.
8.2 Virtual diamonds – cashing out: Notwithstanding the above restriction regarding refunds, any virtual diamonds stored in your User account that exceeds the value of fifty thousand (50,000) diamonds, either by your own purchase or by receipt from another User, may be “cashed-out” for Real Currency. The value of any Real Currency received from any Cash-Out shall be determined by the current exchange rate at the time of Cash-Out, which we may set and change from time to time in our sole and absolute discretion. The Cash-Out exchange rate may also change due to the fluctuating value of the Coins, which are subject to change between the time when they were purchased and the time that they are cashed-out by the User.

9. Mobile Application License

9.1 Use license: If you access the Platform via a mobile application, you are granted a revocable, non-exclusive, non-transferable, and limited right to install and use the mobile application on wireless electronic or mobile devices owned or controlled by you, and access and/or use of the mobile application on such devices strictly in accordance with the terms and conditions of this mobile application license contained in these Terms of Use. You shall not:
(a) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the application;
(b) make any modification, adaptation, improvement, enhancement, translation, or derivative work from the application;
(c) violate any applicable laws, rules, or regulations in connection with your access or use of the application;
(d) remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) posted by us or the licensors of the application;
(e) use the application for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended;
(f) make the application available over a network or other environment permitting access or use by multiple devices or users at the same time;
(g) use the application for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the application;
(h) use the application to send automated queries to any web platform or to send any unsolicited commercial email; or
(i) use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the application.
9.2 Apple and Android devices: The following terms apply when you use a mobile application obtained from either the Apple Store or Google Play to access the Platform:
(a) The license granted to you for our mobile application is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms of service;
(b) We are responsible for providing any maintenance and support services with respect to the mobile application as specified in the terms and conditions of this mobile application license contained in these Terms of Use or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the mobile application;
(c) In the event of any failure of the mobile application to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the mobile application, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the mobile application;
(d) You represent and warrant that (i) you are not located in a country that is subject to a Philippine or U.S. government embargo, or that has been designated by the Philippine or U.S. government as a “terrorist supporting” country, and (ii) you are not listed on any Philippine or U.S. government list of prohibited or restricted parties;
(e) You must comply with applicable third-party terms of agreement when using the mobile application (i.e. if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the mobile application); and
(f) You acknowledge and agree that the App Distributors are third-party beneficiaries of the terms and conditions in this mobile application license contained in these Terms of Use, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this mobile application license contained in these Terms of Use against you as a third-party beneficiary thereof.

10. Third-Party Web Platforms and Content

10.1 Third-Party Web Platforms: For your convenience, we may include hyperlinks to other web platforms (“Third-Party Web Platforms”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content on the Internet that are owned or operated by third parties (“Third-Party Content”). Such Third-Party Web Platforms and Third-Party Content are not investigated, monitored, or controlled by us, or checked for accuracy, appropriateness, or completeness by us ,and we are not liable for any errors, omissions, delays, defamation, libel, slander, falsehood, obscenity, pornography, profanity, inaccuracy, or any other objectionable material contained in the Third-Party Content, or the consequences of accessing any Third-Party Web Platform. Any hyperlinks to Third-Party Web Platforms or Third-Party Content are not an endorsement or verification of such web platforms or content and you agree that your access to or use of such linked websites or content is entirely at your own risk.
You should review the applicable terms and policies, including privacy and data gathering practices, of any Third-Party Web Platform to which you navigate from the Platform or relating to any applications you use or install from the Platform. Any purchases you make through Third-Party Web Platforms are through other web platforms and from other companies not associated with us, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Web Platforms and you shall hold us harmless from any damages caused by your purchase of such products or services. Additionally, you shall hold us harmless from any Losses sustained by you or damage caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Web Platforms.
10.2 Third-Party Accounts: As part of the functionality of the Platform, you may link your account with online accounts you have with third-party service providers (each such account, a “Third-Party Account”) by either: (1) providing your Third-Party Account login information through the Platform, or (2) allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account. By granting us access to any Third-Party Accounts, you understand that (1) we may access, make available, and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the “Social Network Content”) so that it is available on and through the Platform via your account, including but not limited to any friend lists, and (2) we may submit to and receive from your Third-Party Account additional information to the extent that you are notified when you link your account with the Third-Party Account. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the Platform. Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third-Party Account is terminated by the third-party service provider, then Social Network Content may no longer be available on and/or through the Platform. Please note that your relationship with the third-party service providers associated with your Third-Party accounts is governed solely by your agreements with such Third-Party service providers. We make no effort to review any Social Network Content for any purpose, including but not limited to accuracy, legality, or non-infringement, and we are not responsible for any Social Network Content. You acknowledge and agree that we may access your email address book associated with a Third-Party Account and your contacts list stored on your mobile device or tablet computer solely for purposes of identifying and informing you of those contacts who have also registered to use the Platform. You may remove the link between your account on the Platform and any of your Third-Party Accounts at any time by contacting us at support@kumu.ph or through your account settings (if applicable). We shall delete any information stored on our servers that was obtained through such Third-Party Accounts, except the username and profile picture that become associated with your account.
10.3 Promotions: We may attach banner and/or sidebar advertisements, java applets, and/or such other materials to the Platform for the purposes of promoting our Third-Party Vendors’ products and/or services. For the avoidance of doubt, you shall not be entitled to receive any payment, fee, and/or commission in respect of any such promotional materials.
10.4 Advertisers: We allow advertisers to display their advertisements and other information in certain areas of the Platform, such as sidebar advertisements or banner advertisements. Advertisers shall take full responsibility for any advertisements placed on the Platform and for any services provided on the Platform or products sold through said advertisements. Advertisers further warrant and represent that they possess all rights and authority to place advertisements on the Platform, including but not limited to intellectual property rights, publicity rights, and contractual rights, and that Kumu only provides the space for which such advertisements may be displayed and that we have no other relationship with the advertisers.

11. Termination

11.1 Term: These Terms of Use shall remain in full force and effect while you use the Platform. Without limiting any other provision of these Terms of Use, we reserve the right to, in our sole and absolute discretion and without notice or liability, deny access to and use of the Platform (including blocking certain IP addresses) to any person for any reason, including without limitation for breach of any representation, warranty, or covenant contained in these Terms of Use or of any applicable law or regulation. We may terminate your use or participation in the Platform or delete your account and any content or information that you posted at any time, without warning, in our sole and absolute discretion.
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of said third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including but not limited to pursuing civil, criminal, and injunctive redress.
11.2 Termination by us: In our sole and absolute discretion, we may with immediate effect, upon giving you notice, terminate your use of the Platform and/or Services and/or disable your Username and Password. We may bar access to the Platform and/or Services or any part thereof for any reason whatsoever, including a breach of any of these Terms of Use or if we believe that you have violated or acted inconsistently with any of the terms or conditions set out herein, or if in our opinion or the opinion of any regulatory authority, it is not suitable to continue providing the Services relating to the Platform.
11.3 Termination by you: You may terminate these Terms of Use by giving seven (7) days’ notice in writing to us.

12. Notices

12.1 Notices from us: All notices or other communications given to you if:
(a) communicated through any print or electronic media as we may select will be deemed to be notified to you on the date of publication or broadcast; or
(b) sent by post or left at your last known address, which shall be deemed to be received by you on the day following such posting or on the day when it was so left.
12.2 Notices from you: You may only give notice to us in writing sent to our designated address or email address, and we shall be deemed to have received such notice only upon receipt. While we endeavor to respond promptly to notices from you, we cannot guarantee that we will always respond with consistent speed.
12.3 Other modes: Notwithstanding Clauses 12.1 and 12.2, we may from time to time designate other acceptable modes of giving notices, including but not limited to email or other forms of electronic communication, and the time or event by which such notice shall be deemed given.

13. General

13.1 Cumulative rights and remedies: Unless otherwise provided, all rights and remedies existing under these Terms of Use are cumulative and are without prejudice and in addition to any other rights or remedies to which we are entitled under applicable law.
13.2 No waiver: No failure or delay on the part of Kumu in the exercise of any power or right under these Terms of Use shall operate as a waiver thereof, nor as an acquiescence in any default, nor shall any single or exercise thereof preclude any other or further exercise or any other power or right.
13.3 Severability: If at any time any provision of these Terms of Use is or shall become illegal, invalid, or unenforceable in any respect, the legality, validity and enforceability of the remaining provisions of these terms and conditions shall not be affected or impaired thereby, and shall continue in force as if such illegal, invalid, or unenforceable provision was severed from these Terms of Use.
13.4 Rights of third parties: A person or entity who is not a party to these Terms of Use shall have no right under any legislation in any jurisdiction to enforce any term of these Terms of Use, regardless of whether such person or entity has been identified by name, as a member of a class, or as answering a particular description. For the avoidance of doubt, nothing in this Clause 13.4 shall affect the rights of any permitted assignee or transferee of these Terms of Use.
13.5 Electronic Communications, transactions, and signatures: Visiting the Platform, sending us emails, and completing online forms constitutes electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Platform, satisfy any legal requirement that such communication be in writing. You hereby agree to the use of electronic signatures, contracts, orders, and other records, and to electronic delivery of notices, policies, and records of transactions initiated or completed by us or via the Platform. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
13.6 Indemnification: You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) use of the Platform; (3) breach of these Terms of Use; (4) any breach of your representations and warranties set forth in these Terms of Use; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Platform with whom you connected via the Platform. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
13.7 Governing law: Use of the Platform and/or the Services and these Terms of Use shall be governed by and construed in accordance with Philippine law. If any dispute arises in connection with these Terms of Use, the parties shall attempt, in fair dealing and in good faith, to settle such dispute. If the parties are not able to reach an amicable settlement pursuant to the preceding section, they shall try to agree on an appropriate ADR proceeding (i.e. mediation, conciliation, expert determination, dispute board, adjudication). If they do not reach agreement on the appropriate ADR proceeding within fourteen (14) days after failure of the settlement negotiations or if the dispute is not settled through an ADR proceeding within a period of two (2) months after initiation of the ADR preceding, each party may initiate an arbitration proceeding pursuant to the following paragraph.
All disputes arising out of or in connection with the present terms and conditions, including any question regarding its existence, validity, or termination, shall be finally and exclusively settled in accordance with the rules of the Philippine Dispute Resolution Center, Inc. (“PDRCI”) current during the time in which the arbitration proceeding is initiated. The PDRCI rules are deemed incorporated by reference into this clause. The arbitral tribunal shall consist of three (3) arbitrators to be chosen in accordance with PDRCI rules. The seat of arbitration shall be the Metro Manila, Philippines. The procedural law of this seat applicable to commercial arbitration proceedings shall apply where the rules are silent. The language to be used in the arbitration proceedings shall be English.
13.8 Injunctive relief: We may seek immediate injunctive relief if we make a good faith determination that a breach or non-performance is such that a temporary restraining order or other immediate injunctive relief is the only appropriate or adequate remedy.
13.9 Amendments: We may by notice through the Platform or by such other method of notification as we may designate (which may include notification by way of email), modify the terms and conditions of these Terms of Use, and such amendments shall be deemed to take effect on the date we specify through the abovementioned means. If you use the Platform or the Services after such date, you are deemed to have accepted such amendments. If you do not accept the amendments, you must stop accessing or using the Platform and the Services and terminate these Terms of Use. Our right to modify these Terms of Use in the manner aforesaid may be exercised without the consent of any person or entity who is not a party to these Terms of Use.
13.10 Correction of errors: There may be information on the Platform that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Platform at any time, without prior notice and without any liability on our part.
13.11 Currency: Money references under these Terms of Use shall be in Philippine Pesos.
13.12 Language: In the event that these Terms of Use is executed or translated in any language other than English (“Foreign Language Version”), the English language version of these Terms of Use shall govern and shall take precedence over the Foreign Language Version.
13.13 Entire agreement: These Terms of Use shall constitute the entire agreement between you and us relating to the subject matter hereof and supersedes and replaces in full all prior understandings, communications, and agreements with respect to the subject matter hereof.
13.14 Binding and conclusive: You acknowledge and agree that any records (including records of any telephone conversations relating to the Services, if any) maintained by us or our service providers relating to or in connection with the Platform and Services shall be binding and conclusive on you for all purposes whatsoever and shall be conclusive evidence of any information and/or data transmitted between us and you. You hereby agree that all such records are admissible in evidence and that you shall not challenge or dispute the admissibility, reliability, accuracy, or the authenticity of such records merely on the basis that such records are in electronic form or are the output of a computer system, and you hereby waive any of your rights, if any, to so object.
13.15 Sub-contracting and delegation: We reserve the right to delegate or sub-contract the performance of any of our functions in connection with the Platform and/or Services and reserve the right to use any service providers, sub-contractors, and/or agents on such terms as we deem appropriate.
13.16 Assignment: You may not assign your rights under these Terms of Use without our prior written consent. We may assign our rights under these Terms of Use to any third party.
13.17 Force Majeure: We shall not be liable for non-performance, error, interruption, or delay in the performance of our obligations under these Terms of Use (or any part thereof) or for any inaccuracy, unreliability, or unsuitability of the Platform’s and/or Services’ contents if this is due, in whole or in part, directly or indirectly to an event or failure which is beyond our reasonable control.
13.18 Miscellaneous: These Terms of Use operate to the fullest extent permissible by law. There is no joint venture, partnership, employment, or agency relationship created between you and us as a result of these Terms of Use or use of the Platform. You agree that these Terms of Use shall not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.


Schedule 1
Definitions and Interpretation
1. Definitions. Unless the context otherwise requires, the following expressions shall have the following meanings in these Terms of Use:
1.1 “App Distributor” means either Apple Store or Google Play, which are the digital distribution services used for the Kumu mobile application.
1.2 “Cash-Out” means a single transaction made by a User wherein an amount of virtual diamonds stored in the User’s account is converted to Real Currency.
1.3 “Coins” means virtual currency, including but not limited to virtual coins, available for purchase for use within the Platform.
1.4 “Content” means, collectively, all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Platform, including the information, images, links, sounds, graphics, video, software, applications and other materials displayed or made available on the Platform and the functionalities or services provided on the Platform.
1.5 “Gifts” means virtual in-service items.
1.6 “Intellectual Property” means all copyright, patents, utility innovations, trademarks and service marks, geographical indications, domain names, layout design rights, registered designs, design rights, database rights, trade or business names, rights protecting trade secrets and confidential information, rights protecting goodwill and reputation, and all other similar or corresponding proprietary rights and all applications for the same, whether presently existing or created in the future, anywhere in the world, whether registered or not, and all benefits, privileges, rights to sue, recover damages and obtain relief or other remedies for any past, current or future infringement, misappropriation or violation of any of the foregoing rights.
1.7 “Kumu Indemnitees” means Kumu and all of its respective officers, employees, directors, agents, contractors, and assigns.
1.8 “Kumu”, “we”, “our” and “us” refer to Kumu, Inc., a company incorporated pursuant to the laws of Philippines with principal offices at 7/F Robinsons Cybergate 3, Pioneer Street, Mandaluyong City.
1.9 “Listing Price” means the price of Products listed for sale to Users, as stated on the Platform.
1.10 “Losses” means all penalties, losses, settlement sums, costs (including legal fees and expenses on a solicitor-client basis), charges, expenses, actions, proceedings, claims, demands and other liabilities, whether foreseeable or not.
1.11 “Order” means your order for Products sent through the Platform in accordance with the Terms & Conditions of Sale.
1.12 “Password” refers to the valid password that a User who has an account with Kumu may use in conjunction with the Username to access the relevant Platform and/or Services.
1.13 “Personal Data” means data, whether true or not, that can be used to identify, contact, or locate you. Personal Data can include your name, email address, billing address, shipping address, phone number, and credit card information. “Personal Data” shall be deemed to include any data that you have provided to us when creating an account or placing an Order, regardless of whether or not you have an account with us.
1.14 “Platform” means (a) both the web and mobile versions of the website operated and/or owned by Kumu which is presently located at the following URL: www.kumu.ph; and (b) any other media form, media channel, or mobile application made available by Kumu or related, linked, or otherwise connected thereto, including the iOS and Android versions.
1.15 “Privacy Policy” means the privacy policy set out here.
1.16 “Product” means a product (including any installment of the product or any parts thereof) available for sale to Users on the Platform.
1.17 “Prohibited Material” means any information, graphics, photographs, data, and/or any other material that:
(a) contains any computer virus or other invasive or damaging code, program, or macro;
(b) infringes any third-party Intellectual Property or any other proprietary rights;
(c) is defamatory, libelous, or threatening;
(d) is obscene, pornographic, indecent, counterfeited, fraudulent, stolen, harmful or otherwise illegal under the applicable law; and/or
(e) is or may be construed as offensive and/or otherwise objectionable, in our sole discretion.
1.18 “Real Currency” means coin and paper money of the Philippines or of any other country that is designated as legal tender, circulates, and is customarily used and accepted as a medium of exchange in the country of issuance.
1.19 “Services” means services, information, and functions made available by us within the Platform.
1.20 “Terms & Conditions of Sale” means the terms and conditions governing a User’s purchase of Products set out here.
1.22 “Terms of Use” means the recitals, Clauses 1 to 13 and any Schedules to these terms and conditions.
1.23 “Third-Party Vendor” means a seller which, with Kumu’s permission, uses the Platform and/or Services to sell Products to Users, and excludes Kumu.
1.124 “Trademarks” means the trademarks, service marks, trade names, and logos used and displayed on the Platform, including the Kumu trademark.
1.25 “User” means an authorized user of the Platform and/or the Services.
1.26 “Username” refers to the unique login identification name or code which identifies a User who has an account with Kumu.
1.27 “Virtual Items” means Coins, Gifts, and virtual diamonds, referred to collectively.
1.28 “you” and “your” refer to the individuals over the age of eighteen (18) or otherwise under the supervision of a parent or legal guardian.
2. Interpretation: Any reference in these Terms of Use to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted, or extended at the relevant time. In these Terms of Use, whenever the words “include”, “includes”, or “including” are used, they will be deemed to be followed by the words “without limitation”. Unless expressly indicated otherwise, all references to a number of days mean calendar days, and the words “month” or “monthly” as well as all references to a number of months means calendar months. Clause headings are inserted for convenience only and shall not affect the interpretation of these Terms of Use. In the event of a conflict or inconsistency between any two (2) or more provisions under these Terms of Use, whether such provisions are contained in the same or different documents, such conflict or inconsistency shall be resolved in favor of Kumu and the provision which is more favorable to Kumu shall prevail.

TERMS & CONDITIONS OF SALE

1. Definitions

Unless otherwise defined, the definitions and provisions set out in Schedule 1 will apply to these Terms & Conditions of Sale.

2. Purchase of Products

2.1 Your compliance: You agree to comply with any and all guidelines, notices, operating rules, policies, and instructions pertaining to the purchase of Products through the Platform, as well as any amendments to the aforementioned, issued by Kumu (whether as part of use of the Platform or in relation to the purchase of Products, on behalf of Seller), from time to time. Kumu reserves the right to revise these guidelines, notices, operating rules, policies, and instructions at any time and you are deemed to be aware of and bound by any changes to the foregoing upon their publication on the Platform.
2.2 Sellers: Products are sold by “Sellers” or “Third-Party Vendors”. “Seller” or “Third-Party Vendor” refers to a party other than Kumu. Products sold to you by Sellers shall be governed by individual Customer Contracts (more details below in Clause 2.6), which shall be agreements entered into directly and only between the Seller and you.
2.3 Product description: While Seller endeavors to provide an accurate description of the Products, neither Kumu nor Seller warrants that such description is accurate, current, or free from error. In the event that the Product you receive is of a fundamentally different nature from the Product as described on the Platform and which you have ordered, Clause 6 of these Terms & Conditions of Sale shall apply.
2.4 Placing your Order: You may place an Order by completing the Order form on the Platform and clicking on the “Submit Order” button. Seller will not accept Orders placed in any other manner. You shall be responsible for ensuring the accuracy of the Order.
2.5 All Orders will be deemed to be irrevocable and unconditional upon transmission through the Platform and Seller shall be entitled, but not obliged, to process such Order(s) without your further consent and without any further reference or notice to you. Nevertheless, in certain circumstances as stated in Clause 8, you may request to cancel or amend the Order, to which Seller will endeavor to give effect to on a commercially reasonable effort basis. However, notwithstanding the foregoing, Seller is not obliged to give effect to any request to cancel or amend any Order.
2.6 Seller’s reservation of rights in respect of Orders: All Orders shall be subject to Seller’s acceptance in its sole discretion and each Order accepted by Seller (such accepted Order to be referred to as a “Customer Contract”) shall constitute a separate contract. You acknowledge that unless you receive a notice from Kumu confirming your Order, Seller shall not be party to any legally binding agreements or promises made between Seller and you for the sale or other dealings with the Product(s) and accordingly, Seller shall not be liable for any Losses which may be incurred as a result. For the avoidance of doubt, Seller reserves the right to decline to process or accept any Order received from or through the Platform in its sole and absolute discretion. Please note that there are cases when an order cannot be processed for various reasons. Kumu reserves the right to refuse or cancel any order for any reason at any given time. You may be asked to provide additional verifications or information, including but not limited to phone number and address, before the Order is accepted.
2.7 Termination by Seller in the event of pricing error: Seller reserves the right to terminate the Customer Contract, in the event that a Product has been mispriced on the Platform, in which event Kumu shall, on behalf of Seller, notify you of such cancellation. Seller or Kumu shall have such right to terminate such Customer Contract whether or not Products have been dispatched or are in transit and whether payment has been charged to you. Upon termination of the Customer Contract under this clause, the Seller shall refund the payment charged to you for the Product, subject to the process and timelines of payment providers and/or payment partners, as provided under clause 5.6.2 below.
2.8 Product Warranty: The warranties with respect to a Product (“Product Warranty”) sold under a Customer Contract shall be as stated by Seller via the Platform, under the “Specifications” tab in the field “Product Warranty” for the relevant Product, and shall be limited by the terms and conditions therein. The warranties and conditions, remedies for breach of warranty or condition, or other terms stated in the Product Warranty are, unless expressly prohibited by applicable mandatory law, in lieu of all other terms, warranties and conditions, whether expressed or implied, statutory or otherwise. Except as expressly provided in such Product Warranty, Seller excludes (unless expressly prohibited by applicable mandatory law) all other express or implied terms, warranties or conditions with respect to the Products supplied.
2.9 Customer’s acknowledgement: You acknowledge and warrant that you have not relied on any term, condition, warranty, undertaking, inducement or representation made by or on behalf of Seller which has not been stated expressly in a Customer Contract or upon any descriptions or illustrations or specifications contained in any document, including any catalogues or publicity material produced by either Kumu or Seller. You also acknowledge and agree that to the extent allowed under Philippine law, the exclusion of warranties, exclusion of liability, and exclusion of remedies in these Terms & Conditions of Sale and Customer Contracts allocate risks between the parties and permit Seller to provide the Products at lower fees or prices than Seller otherwise could and you agree that such exclusions on liability are reasonable.
2.10 No representations or warranties: Without prejudice to the generality of the foregoing Clause 2.9 and to the extent allowed under Philippine law:
2.10.1 no condition is made or to be implied nor is any warranty given or to be implied as to the life or wear of the Products supplied or that they will be suitable for any particular purpose or use under any specific conditions, notwithstanding that such purpose or conditions may be known or made known to Seller;
2.10.2 any actions arising from the breach of any warranty or representation, or any right to damages, whether express or implied, shall be extinguished if an action is not brought against Seller within six (6) months from the date of delivery, or from the scheduled delivery of the Product.
2.10.3 Kumu shall not be liable for any indirect, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, intangible losses, and any other type of damages caused by any breach of a Seller’s implied or express warranty on the Products;
2.10.4 for products shipped internationally, please note that any manufacturer warranty may not be valid; manufacturer service options may not be available; product manuals, instructions and safety warnings may not be in destination country languages; the products and any accompanying materials may not be designed in accordance with destination country standards, specifications, and labeling requirements;
2.10.5 Seller is not liable for any Losses suffered by any third party directly or indirectly caused by repairs or remedial work carried out without Seller’s prior written approval and the Customer shall indemnify Seller against all Losses arising out of such claims;
2.10.6 Seller shall be under no liability under the above warranty or any other warranty, condition, or guarantee if the total price for the Products has not been paid in cleared funds by the due date for payment; and
2.10.7 to the extent allowed under Philippine law, Seller shall be under no liability whatsoever in respect of any defect in the Products arising after the expiry of the applicable Product Warranty, if any.
2.11 Intellectual Property:
2.11.1 Unless the prior written consent of Kumu has been obtained, the Customer shall not remove or alter the trade marks, logos, copyright notices, serial numbers, labels, tags or other identifying marks, symbols, or legends affixed to any Products.
2.11.2 Where software applications, drivers, or other computer programs and/or all other design details, technical handbooks or manuals, drawing, or other data (all collectively referred to as “Product Materials”) are supplied to the Customer by Seller in connection with the Order, the use and retention of the Product Materials are subject to the terms and conditions of license or use (such as end-user licenses, restrictions or conditions of use) as may be prescribed by Seller or its licensors and must not be used other than strictly in accordance with such terms and conditions.
2.11.3 The Customer agrees and acknowledges that the Product Materials shall remain the property of Seller or its licensors. The Customer further agrees that any and all Intellectual Property embodied in or relating to the Product Materials shall remain the sole and exclusive property of Seller or its licensors. Unless otherwise expressly provided in the Order or the prior written consent of Seller has been obtained, the Customer undertakes to return the Product Materials and/or any copies thereof upon Seller’s request.

3. Delivery of Products

3.1 Address: Delivery of the Products shall be made to the address specified by you in your Order by the Seller.
3.2 Shipping & packing charges: Shipping and packing charges shall be as set out in the Order.
3.3 Tracking: You may track the status of the delivery at the “Order Tracking” page of the Platform.
3.4 Delivery timeframe: You acknowledge that delivery of the Products is subject to availability of the Products. Seller will make every reasonable effort to deliver the Product to you within the delivery timeframe stated on the relevant page on which the Product is listed, but you acknowledge that while stock information on the Platform is updated regularly, it is possible that in some instances a Product may become unavailable between updates. All delivery timeframes given are estimates only and delays can occur. If the delivery of your Product is delayed, Seller will inform you accordingly via e-mail and your Product will be dispatched as soon as it becomes available to Seller. The time for delivery shall not be vitally important, and Seller nor any of its agents shall not be liable for any delay in delivery whatsoever caused.
3.5 Deemed receipt: In the event you do not receive the Product by the projected delivery date and provided that you inform Seller within three (3) days immediately from such projected delivery date, Seller will try, to the best of Seller’s ability, to locate and deliver the Product. If Seller does not hear from you within three (3) days from such projected delivery date, you shall be deemed to have received the Product subject to your rights under Philippine law.
3.6 Customer’s failure to take delivery: If the Customer fails to take delivery of the Products (otherwise than by reason of any cause beyond the Customer’s reasonable control or by reason of Seller’s fault), Seller may terminate the Customer Contract without prejudice to any other right or remedy available to Seller.

4. Prices of Products

4.1 Listing Price: The price of the Products payable by a Customer shall be the Listing Price at the time at which the Order placed by the Customer is transmitted to Seller through the Platform. Kumu and/or Seller is determined to provide the most accurate pricing information on the Platform to its customers. However, errors may still occur, such as cases when the price of an item is not displayed correctly on the Platform. As such, Kumu and/or Seller reserves the right to refuse or cancel any order. In the event that an item is mispriced, Kumu and/or Seller may, at its own discretion, either contact you for instructions or cancel your order and notify you of such cancellation. Kumu and/or Seller shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card or bank account charged.
4.2 Taxes: All Listing Prices are subject to taxes, unless otherwise stated. Seller reserves the right to amend the Listing Prices at any time without giving any reason or prior notice.

5. Payment

5.1 General: You may pay for the Product using any of the payment methods prescribed by Kumu, which may be modified or amended from time to time. After a Customer places an Order, payment will be charged only upon Seller’s acceptance of said Order and formation of a Customer Contract. All payments shall be made to Kumu as Seller’s agent. You acknowledge that Kumu is entitled to collect payments from you on behalf of Sellers.
5.2 Additional terms: The payment methods may be subject to additional terms as prescribed by Kumu from time to time.
5.3 Payment methods: You agree that you are subject to the applicable user agreement of your payment method. You may not claim against Seller or any of its agents (which may include Kumu), for any failure, disruption, or error in connection with your chosen payment method. Kumu reserves the right to modify or discontinue, temporarily or permanently, any payment method without notice to you or giving any reason and at any time.
5.4 Invoicing: Seller may invoice you upon the due date of any payment under a Customer Contract.
5.5 Failure to pay: If the Customer fails to make any payment pursuant to the terms and conditions of the payment method elected or payment is cancelled for any reason whatsoever, Seller shall be entitled to cancel the Customer Contract or suspend delivery of the Products until payment is made in full without prejudice to any other right or remedy available to Seller.
5.6 Refund of Payment:
5.6.1 All refunds shall be made via the original payment mechanism and to the person who made the original payment, except for Cash on Delivery, where refunds may be made via bank transfer or store credit into the individual’s bank account provided that complete and accurate bank account details are provided to us.
5.6.2 We offer no guarantee of any nature for the timeliness of the refunds reaching your account. The processing of payment may take time and it is subject to the respective banks and/or payment provider internal processing timeline.
5.6.3 All costs associated with the refund process imposed by the processing bank and/or payment provider shall be borne by us.
5.6.4 All refunds are conditional upon our acceptance of a valid return of the Product.
5.6.5 We reserve the right to modify the mechanism of processing refunds at any time without notice.

6. Returns/Repairs/Replacements

6.1 Return Policy: All returns must be done in accordance with the instructions set out in this Return Policy. Seller is not obliged to agree to any return unless all such instructions are followed to Seller’s and Kumu’s satisfaction. Should Seller agree to the return, Seller will deliver the replacement Product to your specified address.
6.2 Permitted returns: Subject to Clause 6.1, within seven (7) days from the date of delivery of the Product, you may return a Product if:
6.2.1 you receive a product that is fundamentally different in nature from the Product specified in the Customer Contract;
6.2.2 you receive a faulty or damaged Product;
6.2.3 you receive a product that is not as advertised on the Platform;
6.2.4 the wrong item is delivered;
6.2.5 you receive a product that has missing parts/items; or
6.2.6 you receive a product that does not fit (applies only to fashion items).
6.3 Repair, replacement, or price reduction: As an alternative to returning faulty or damaged Products under Clause 6.2, a Customer may request for a repair or replacement of such Products. Such request shall be irrevocable upon notification of the request to Seller and the Customer may not later elect for a return under Clause 6.2. Where the Products have not been repaired or replaced within a reasonable time, Seller may, at its sole discretion, grant to the Customer a reduction of the price in proportion to the reduced value of the Products, provided that under no circumstance shall such reduction exceed 15 percent (15%) of the price of the affected Products. Upon repair, replacement, or price reduction being made as aforesaid, the Customer shall have no further claim against Seller.
6.4 Replacement Products: When Seller has provided replacement Products or given the Customer a refund, the non-conforming Products or parts thereof shall become Seller’s property and upon request, such Products or parts thereof should be shipped back to Seller.
6.5 Risk of damage or loss: Risk of damage to or loss of the Products shall pass to the Customer at the time of delivery, or if the Customer wrongfully fails to take delivery of the Products, the time when Seller has tendered delivery of the Products.
6.6 In cases where the Customer refuses to take possession of the product without sufficient cause or justification, or returns the item without sufficient cause or justification, as provided under Clause 6, Seller will safely keep the item for a period of fifteen (15) days, reckoned from the date Seller receives the product from customer. After the lapse of such period, the product or item is deemed abandoned by Customer, and Seller may dispose of the product or item. Notwithstanding the foregoing, Seller will use its best efforts to return the product to the Customer within the time frame provided.

7. Questions and complaints

If you have any questions or complaints, please contact Sellers directly.

8. Termination

8.1 Cancellation by Customer: You may cancel the Customer Contract before Seller dispatches the Products under such Customer Contract by written notice to Seller, subject to Clause 2.5. If the Products have already been dispatched, you may not cancel the Customer Contract but may only return the Products in accordance with Clause 6.
8.2 Cancellation by Seller: Without prejudice to any other right of termination elsewhere in these Terms & Conditions of Sale, Seller may stop any Products in transit, suspend further deliveries to the Customer, and/or terminate the Customer Contract with immediate effect by written notice to the Customer on or at any time after the occurrence of any of the following events:
8.2.1 the Products under the Customer Contract being unavailable for any reason;
8.2.2 the Customer being in breach of an obligation under the Customer Contract;
8.2.3 the Customer passing a resolution for its winding up or a court of competent jurisdiction making an order for the Customer’s winding up or dissolution;
8.2.4 the making of an administration order in relation to the Customer or the appointment of a receiver over or an encumbrancer taking possession of or selling any of the Customer’s assets; or
8.2.5 the Customer making an arrangement or composition with its creditors generally or applying to a Court of competent jurisdiction for protection from its creditors.

9. Risk and property in the Goods

9.1 Risk of damage to or loss of the Goods shall pass to the Customer at the time of delivery or if the Customer wrongfully fails to take delivery of the Goods, the time when Seller has tendered delivery of the Goods.
9.2 Notwithstanding delivery and the passing of risk in the Goods or any other provision of these Conditions, the property in the Goods shall not pass to the Customer until Kumu and/or Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by Seller to the Customer for which payment is then due.
For cross-border transactions or for products shipped from abroad or overseas, the contract of sale is deemed to have been entered into or perfected in the place where the Seller is located.
9.3 Until such time as the property in the Goods passes to the Customer, the Customer shall hold the Goods as Seller’s fiduciary agent and bailee and shall keep the Goods separate from those belonging to the Customer.
9.4 The Customer agrees with Kumu that the Customer shall immediately notify Seller of any matter affecting Seller’s title to the Goods and the Customer shall provide Seller with any information relating to the Goods as Seller may require from time to time until property in the Goods passes to the Customer.
9.5 Until such time as the property in the Goods passes to the Customer and provided that the Goods are still in existence and have not been resold, Seller shall be entitled at any time to demand the Customer to deliver up the Goods to Seller. In the event of non-compliance, Seller reserves its right to take legal action against the Customer for the delivery of the Goods and also reserves its right to seek damages and all other costs including but not limited to legal fees against the Customer.
9.6 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of Seller. In the event that the Customer does so, any amount of money owed by the Customer to Seller shall forthwith become due and payable without prejudice to any other right or remedy of Seller.
9.7 If the provisions in this Clause 9 are not effective according to the law of the country in which the Goods are located, the legal concept closest in nature to retention of title in that country shall be deemed to apply mutatis mutandis to give effect to the underlying intent expressed in this condition, and the Customer shall take all steps necessary to give effect to the same.
9.8 The Customer shall indemnify Seller and/or Kumu, all of its respective officers, employees, directors, agents, and contractors against all loss, damages, costs, expenses, and legal fees incurred by the Customer in connection with the assertion and enforcement of Seller’s and/or Kumu’s rights under this Clause 9.

10. Limitation of liability

10.1 Sole remedies of customer: The remedies set out in Clause 6 are the Customer’s sole and exclusive remedies for non-conformity of or defects in the products.
10.2 Maximum Liability: Notwithstanding any other provision of these Terms & Conditions of Sale, Seller’s maximum cumulative liability to you or to any other party for all losses under, arising out of, or relating to the sale of Products under each Customer Contract,shall not exceed the sums that you have paid to Seller under such Customer Contract.
10.3 Exclusion of liability: Kumu and Kumu Indemnitees shall not be liable to you for any losses whatsoever or howsoever caused, and regardless of the form of action, arising directly or indirectly in connection with: (i) amounts due from other users of the Platform in connection with the purchase of any Product; (ii) the sale of the Products to you, or its use or resale by you; and (iii) any defect arising from fair wear and tear, willful damage, misuse, negligence, accident, abnormal storage and/or working conditions, alteration or modification of the products, or failure to comply with Seller’s instructions on the use of the products, whether oral or written.

11. General

11.1 References to “Kumu”: References to “Kumu” in these Terms & Conditions of Sale apply both to Kumu’s actions as the operator of the Platform or as the agent of Sellers in respect of each and every Customer Contract.
11.2 Right to subcontract: Sellers shall be entitled to delegate and/or subcontract any rights or obligations under these Terms & Conditions of Sale to Kumu or any of Kumu’s designated service providers, subcontractors, and/or agents.
11.3 Cumulative rights and remedies: Unless otherwise provided under these Terms & Conditions of Sale, the provisions of these Terms & Conditions of Sale and Seller’s rights and remedies under these Terms & Conditions of Sale are cumulative and are without prejudice and in addition to any rights or remedies Seller may have in law or in equity, and no exercise by Seller of any one right or remedy under these Terms & Conditions of Sale, or at law or in equity, shall, except for the extent, if any, provided expressly in these Terms & Conditions of Sale or at law or in equity, operate so as to hinder or prevent Seller’s exercise of any other such right or remedy as at law or in equity.
11.4 Warranties: The implied warranty under the New Civil Code of the Philippines against hidden defects and the rights of a consumer under Title III, Chapter III of Republic Act No. 7394, or the Consumer Act of the Philippines, shall apply.
11.5 No waiver: No failure or delay on the part of Kumu and/or Seller to enforce these Terms & Conditions of Sale shall operate as a waiver of these terms, and such failure or delay shall not affect the right to later enforce these Terms & Conditions of Sale. All rights and remedies existing under these Terms & Conditions of Sale are cumulative and are not exclusive of any other rights or remedies to which Kumu and/or Seller is entitled to under applicable law.
11.6 Severability: If at any time, any provision of these Terms & Conditions of Sale shall be found illegal, invalid, or unenforceable in any respect, the legality, validity, and enforceability of the remaining provisions of these terms and conditions shall not be affected or impaired thereby, and shall continue in force as if such illegal, invalid, or unenforceable provision was severed from these Terms & Conditions of Sale.
11.7 Rights of third parties: A person or entity who is not a party to these Terms & Conditions of Sale shall have no right under any legislation in any jurisdiction to enforce any term of these Terms & Conditions of Sale, regardless of whether such person or entity has been identified by name, as a member of a class, or as answering a particular description. For the avoidance of doubt, nothing in this Clause shall affect the rights of any permitted assignee or transferee of these Terms & Conditions of Sale.
11.8 Governing law: These Terms & Conditions of Sale shall be governed by and construed in accordance with the laws of Philippines.
11.9 If any dispute arises in connection with these Terms of Use, the parties shall attempt, in fair dealing and in good faith, to settle such dispute. If the parties are not able to reach an amicable settlement pursuant to the preceding section, they shall try to agree on an appropriate ADR proceeding (i.e. mediation, conciliation, expert determination, dispute board, adjudication). If they do not reach agreement on the appropriate ADR proceeding within fourteen (14) days after failure of the settlement negotiations or if the dispute is not settled through an ADR proceeding within a period of two (2) months after initiation of the ADR preceding, each party may initiate an arbitration proceeding pursuant to the following paragraph.
All disputes arising out of or in connection with the present terms and conditions, including any question regarding its existence, validity, or termination, shall be finally and exclusively settled in accordance with the rules of the Philippine Dispute Resolution Center, Inc. (“PDRCI”) current during the time in which the arbitration proceeding is initiated. The PDRCI rules are deemed incorporated by reference into this clause. The arbitral tribunal shall consist of three (3) arbitrators to be chosen in accordance with PDRCI rules. The seat of arbitration shall be the Philippines. The procedural law of this seat applicable to commercial arbitration proceedings shall apply where the Rules are silent. The language to be used in the arbitration proceedings shall be English.
11.10 Injunctive relief: Seller may seek immediate injunctive relief if Seller makes a determination in good faith that a breach or non-performance is such that a temporary restraining order or other immediate injunctive relief is the only appropriate or adequate remedy.
11.11 Amendments: Seller may by notice issued jointly with Kumu through the Platform or by such other method of notification as Seller may designate solely through Kumu (which may include notification by way of e-mail), modify the terms and conditions of these Terms & Conditions of Sale, such amendments to take effect on the date Seller specifies through the above means. If you use the Platform or the Services after such date, you are deemed to have accepted such amendments. If you do not accept the amendments, you must stop accessing or using the Platform and the Services and terminate these Terms & Conditions of Sale. Seller’s right to modify these Terms & Conditions of Sale in the manner aforesaid will be exercised with the joint involvement of Kumu and subject to the foregoing, may be exercised without the consent of any person or entity who is not a party to these Terms & Conditions of Sale. The version of Terms & Conditions of Sale applicable to any particular Order is the latest version in force.
11.12 Correction of errors: Any typographical, clerical, or other error or omission in any acceptance, invoice, or other document on Seller’s part shall be subject to correction without any liability on Seller’s part.
11.13 Currency: Money references under these Terms & Conditions of Sale shall be in Philippines Pesos.
11.14 Language: In the event that these Terms & Conditions of Sale is executed or translated in any language other than English (“Foreign Language Version”), the English language version of these Terms & Conditions of Sale shall govern and shall take precedence over the Foreign Language Version.
11.15 Entire agreement: These Terms & Conditions of Sale shall constitute the entire agreement between you and Seller relating to the subject matter hereof and supersedes and replaces in full all prior understandings, communications, and agreements with respect to the subject matter hereof.
11.16 Binding and conclusive: You acknowledge and agree that any records, including records of any telephone conversations relating to the Services, if any, maintained by Seller or its service providers relating to or in connection with the Platform and Services shall be binding and conclusive on you for all purposes whatsoever and shall be conclusive evidence of any information and/or data transmitted between Seller and you. You hereby agree that all such records are admissible in evidence and that you shall not challenge or dispute the admissibility, reliability, accuracy or the authenticity of such records merely on the basis that such records are in electronic form or are the output of a computer system, and you hereby waive any of your rights, if any, to so object.
11.17 Subcontracting and delegation: Kumu reserves the right to delegate or subcontract the performance of any of its functions in connection with the performance of its obligations under these Terms & Conditions of Sale and reserves the right to use any service providers, subcontractors, and/or agents on such terms as Kumu deems appropriate.
11.18 Assignment: You may not assign your rights under these Terms & Conditions of Sale without Seller’s prior written consent. Seller may assign its rights under these Terms & Conditions of Sale to any third party.
11.19 Force Majeure: Neither Kumu nor Seller shall be liable for non-performance, error, interruption, or delay in the performance of its obligations under these Terms & Conditions of Sale or any part thereof or for any inaccuracy, unreliability, or unsuitability of the Platform’s and/or Services’ contents if this is due, in whole or in part, directly or indirectly to an event or failure which is beyond Kumu’s or Seller’s reasonable control.

Schedule 1
1. Definitions. Unless the context otherwise requires, the following expressions shall have the following meanings in these Terms of Use:
1.1 “Business Day” means a day (excluding Saturdays and Sundays) on which banks generally are open for business in Philippines.
1.2 “Customer” means an authorized user of the Platform and/or the Services.
1.3 “Customer Contract” shall be as defined in Clause 2.6.
1.4 “Goods” refers to Products contained in an Order placed by the Customer in accordance with the Terms & Conditions of Sale.
1.5 “Intellectual Property” means all copyright, patents, utility innovations, trademarks and service marks, geographical indications, domain names, layout design rights, registered designs, design rights, database rights, trade or business names, rights protecting trade secrets and confidential information, rights protecting goodwill and reputation, and all other similar or corresponding proprietary rights and all applications for the same, whether presently existing or created in the future, anywhere in the world, whether registered or not, and all benefits, privileges, rights to sue, recover damages, and obtain relief or other remedies for any past, current, or future infringement, misappropriation, or violation of any of the foregoing rights.
1.6 “Kumu” refers to Kumu, Inc., a company incorporated pursuant to the laws of Philippines and having its registered address at 7/F Robinsons Cybergate 3, Pioneer Street, Mandaluyong City.
1.7 “Kumu Indemnitees” means Kumu, its affiliates, and all of its respective officers, employees, directors, agents, contractors, and assigns.
1.8 “Listing Price” means the price of Products listed for sale to Customers, as stated on the Platform.
1.9 “Losses” means all losses, settlement sums, costs (including legal fees and expenses on a solicitor-client basis), charges, expenses, actions, proceedings, claims, demands, and other liabilities, whether foreseeable or not.
1.10 “Order” means your order for Products sent through the Platform in accordance with the Terms & Conditions of Sale.
1.11 “Password” refers to the valid password that a Customer who has an account with Kumu may use in conjunction with the Username to access the relevant Platform and/or Services.
1.12 “Personal Data” means data, whether true or not, that can be used to identify, contact, or locate you. Personal Data can include your name, e-mail address, billing address, shipping address, phone number, and credit card information.
1.13 “Platform” means (a) both the web and mobile versions of the website operated and/or owned by Kumu which is presently located at the following URL: www.kumu.com.ph; and (b) any other media form, media channel, or mobile application made available by Kumu or related, linked, or otherwise connected thereto, including the iOS and Android versions.
1.14 “Product” means a product (including any installment of the Product or any parts thereof) available for sale to Customers on the Platform.
1.15 “Product Warranty” means the warranty provided for a Product sold on the Platform.
1.16 “Return Policy” means the return policy set out herein.
1.17 “Third-Party Vendor” means a seller which, with Kumu’s permission, uses the Platform and/or Services to sell Products to Customers, and excludes Kumu.
1.18 “Seller” means a seller of Products as described in Clause 2.2, which includes a Third-Party Vendor.
1.19 “Services” means services, information, and functions made available by Seller on the Platform.
1.20 “Terms & Conditions of Sale” means Clauses 1 to 11 and any Schedules to these terms and conditions.
1.21 “Terms of Use” means the Terms and Conditions governing the Customer’s use of the Platform and/or Services.
1.22 “Trademarks” means the trademarks, service marks, trade names, and logos used and displayed on the Platform, including the Kumu trademark.
1.23 “Username” refers to the unique login identification name or code which identifies a User or Customer who has an account with Kumu.
1.24 “you” and “your” refer to the individuals over the age of 18 or otherwise under the supervision of a parent or legal guardian.
2. Interpretation: Any reference in these Terms & Conditions of Sale to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted, or extended at the relevant time. In these Terms & Conditions of Sale, whenever the words “include”, “includes”, or “including” are used, they will be deemed to be followed by the words “without limitation”. Unless expressly indicated otherwise, all references to a number of days mean calendar days, and the words “month” or “monthly” as well as all references to a number of months means calendar months. Clause headings are inserted for convenience only and shall not affect the interpretation of these Terms & Conditions of Sale. In the event of a conflict or inconsistency between any two (2) or more provisions under these Terms & Conditions of Sale, whether such provisions are contained in the same or different documents, such conflict or inconsistency shall be resolved in favor of Kumu and the provision which is more favorable to Kumu shall prevail.

 

CONTACT US

In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at:

KUMUMedia Technologies Inc
919 North Market Street, Suite 950
Wilmington, DE 19801

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support@kumu.ph