1. General Undertaking/Services.Ā PhilBIG operates www.PhilBIG.com which is a web platform for builders and investors to work together in transforming potential ideas and concepts into exceptional and sustainable real estate, construction, and property development ventures, and is configured to support third party advertisements. The Advertiser wishes to purchase advertising space (each, an ā€œAdvertisementā€ or ā€œAdā€) onĀ PhilBIG.comĀ to display either text-based descriptions or images of its advertising-based website (the ā€œAdvertised Siteā€), whichĀ  redirects visitors from www.PhilBIG.com to the Advertised Site when clicked. The Advertiser hereby engages the services of PhilBIG to run Advertisement(s) on www.PhilBIG.com pursuant to the terms and conditions set forth herein.

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  1. Submission of Advertisement(s).Ā The Advertiser will submit any and all Advertisements to PhilBIG according to its advertising submission specifications provided to the Advertiser in writing. PhilBIG may reject any Advertisement which is not in the proper format, and/or reject any link to an Advertised Site which is not materially functional and/or which PhilBIG considers unsuitable for linking to www.PhilBIG.com; provided, however, that PhilBIG shall first provide the Advertiser with a detailed description of any non-compliance along with a reasonable opportunity to cure any such defect(s) (subject to all applicable deadlines as set forth herein). If PhilBIG rejects an Advertisement and the Advertiser is unable or unwilling to comply with PhilBIGā€™s submission guidelines, then placement and hosting of the applicable Ad shall be deemed cancelled and Section 8, below, shall apply with respect thereto.

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  1. Ad Positioning, Fees & Payment Terms. (a)Ā Ad Positioning.The Ad placement(s) is based on the advertisement package that the Advertiser avails to PhilBIG. Details are outlined in Annex ā€œAā€.Ā (b)Ā Advertising Fee. An advertising fee (the ā€œFeeā€) will be paid by the Advertiser to PhilBIG as compensation for setting up, placing, and operating a specific Advertisement onĀ PhilBIG.comĀ pursuant to the terms hereof. The Fee shall be set forth in the PhilBIG Online Advertisement Order Form (attached hereto as Annex ā€œAā€ and incorporated herein by this reference), and due upon execution thereof by the parties.Ā (c)Ā Payments & Taxes. All payments in Philippine currency, exclusive of VAT and other government fees or changes.

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  1. Proprietary Rights.Ā Each party (or identified third party) owns its respective websites and all material and content contained in it. Nothing herein grants the other party any right, title, or license in a partyā€™s intellectual property rights, except only that the Advertiser grants to PhilBIG the limited, non-exclusive, non-transferable license to setup and display Advertisements (including any identifying marks contained therein) onĀ PhilBIG.comĀ pursuant to the terms hereof and any applicable in the Annex A. Upon termination or expiration of this Agreement, PhilBIG may promptly deactivate or extend the Advertisement(s) on its expense. Nothing herein grants either party the right to publish or use any trademark, service mark, logo, and/or other identifying mark of the other party in any advertisement, sales promotion, press release, and/or other publicity or marketing materials without such other partyā€™s prior written consent.

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  1. Neither party along with its directors, officers, employees, agents, advisors, subcontractors, independent contractors, subsidiaries, and affiliates (collectively its ā€œRepresentativesā€) shall, during the term hereof and for a period of [two (2) years] thereafter, without the other partyā€™s prior written approval, disclose or otherwise make available to any other person or entity (whether acquired on the Effective Date or during the continuance of this Agreement) any information relating to the disclosing partyā€™s business plans, products, advertising, innovations, fees, advertising or product concepts, Advertisers, technology, computer software, computer systems, marketing methods, sales margins, cost of goods, cost of materials, capital structure, operating results, or other business affairs (including without limitation, PhilBIGā€™s fees), or any other proprietary or confidential information of the disclosing party (the ā€œConfidential Informationā€).

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  1. Legal Compliance with Advertising Laws, Rules, and Regulations.Ā Advertiser acknowledges that it is the PhilBIGā€™s business policy to conduct advertising campaigns in general in a manner so as not to: send unsolicited (i.e., spam) email to recipients (unless authorized by the law); promulgate advertising that is false or misleading; misuse or misappropriate another partyā€™s intellectual property and/or other third party rights of any kind; send obscene messages to any recipients; and/or use email or other forms of messaging to conduct illegal or immoral activities of any kind as per current, applicable law. The Advertiser and PhilBIG each agree not to take any actions inconsistent with this policy, and to make all of each of its employees and agents aware of such policy in order to ensure compliance herewith. A breach of this Section shall be considered a material breach of this Agreement, giving rise to immediate termination rights. Each party further agrees that it will cooperate with the other party in all reasonable respects in its efforts to respect any userā€™s privacy wishes and requests to be unsubscribed from receiving email. Additionally, in connection with any and all tracking services (i.e., of online usersā€™ personal information and web searching history), the parties hereto acknowledge and agree that the protection of consumer privacy is a priority of the Advertiser and PhilBIG. The Advertiser and PhilBIG pledge the commitment to protecting the privacy of consumers, taking all commercially practicable steps to maintain such privacy, and adhering to fair information collection practices with respect to each of its performances under this Agreement.

 

  1. Regulation of Certain Content.Ā PhilBIG may refuse to assist in the publication of any advertising provided by Advertiser to PhilBIG hereunder if:Ā (i)Ā it does not comply with PhilBIGā€™s specific guidelines;Ā (ii)Ā the Advertised Site, and/or the publication of an Advertisement, violates any applicable law, rule, or regulation. and/orĀ (iii)Ā the Ad copy does not comply with reasonable moral standards promulgated by PhilBIG and/or society in general such as: (aa)Ā information deemed detrimental toĀ PhilBIG.comĀ and/or any individual or entity;Ā (bb)Ā information deemed abusive, profane, incendiary, defamatory, and/or harassing;Ā (cc)Ā any materials or information taking the form of, or linking to, a ā€œchain letter,ā€ or pornographic or obscene movies or graphic images.

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  1. Cancellations/Default.Ā If the PhilBIG Online Advertisement Order Form is not fulfilled as a result of Advertiserā€™s cancellation, or if the Advertiser does not provide PhilBIG with the requisite advertising material on or before the day it is due (as set forth in Annex ā€œAā€) and pursuant to PhilBIGā€™s reasonable specifications in connection therewith, the space purchased shall be deemed forfeited.

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  1. Mutual Representations & Warranties.Ā Each party represents and warrants that it is duly organized to enter into this Agreement and fulfill its obligations hereunder. The Advertiser further represents and warrants to PhilBIG that the contents of all final information and materials submittedĀ (i)Ā are true and accurate;Ā (ii)Ā do not violate any applicable law, rule or regulation (including any and all applicable advertising regulations) and/or the terms hereof; andĀ (iii)Ā do not violate the third party rights of any person or entity (including, without limitation, intellectual property, privacy, or publicity rights). PhilBIG further represents and warrants to the Advertiser that the it shall not make any changes to the final submitted Ad copy without the Advertiserā€™ prior written approval, and shall only use all such information and materials specifically as authorized by the Advertiser.

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  1. Each party shall indemnify, defend, and hold the other party harmless from and against any and all costs, damages, loss, or expenses, including, attorneyā€™s fees and related costs, to the extent arising out of a breach by such party hereunder, and/or the negligence or willful misconduct of such party. The indemnified party shall provide the indemnifying party with prompt written notice of any claim and give complete control of its defense and settlement to the indemnifying party, and shall cooperate in all reasonable respects with the indemnifying party, its insurance company and its legal counsel in its defense of such claim, at the indemnifying partyā€™s expense. This indemnity shall not cover any claims in which there is a failure to give the indemnifying party prompt notice, but only to the extent such lack of notice prejudices the defense of the claim. The indemnifying party may not settle any potential suit hereunder without the indemnified partyā€™s prior written approval (not to be unreasonably withheld, conditioned, or delayed).

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  1. Limitation of Liability.Ā The parties hereto acknowledge and agree that the following provisions are material conditions of this Agreement and reflect a fair allocation of risk between the parties:Ā (a)Ā PhilBIG make no express or implied warranty or representation to the Advertiser that the operation of theĀ PhilBIG.comĀ will be uninterrupted, have full functionality at all time, or be error free. PhilBIG will not be liable for consequences resulting from any interruption or service, malfunction, or error.Ā (b)Ā Advertiser makes no express or implied warranty or representation to PhilBIG that operation of the Advertised Site will be uninterrupted, have full functionality at all time, or be error free. PhilBIG will not be liable for consequences resulting from any interruption or service, malfunction, or error.Ā (c)Ā Except as expressly provided for in this Agreement, PhilBIG makes no warranty of merchantability, title, accuracy, integration, and fitness for a particular purpose with respect to theĀ www.PhilBIG.com.Ā (d)Ā Except for the partiesā€™ respective indemnification obligation hereunder, in no event shall either party by liable under this indirect, statutory, special, exemplary or punitive damages, including, but not limited to, lost profits, loss of use, loss of time, inconvenience, lost business opportunities, damage to good will or reputation, and costs of cover, regardless of whether such liability is based on breach of contract, tort, strict liability or otherwise, and even if advised of the possibility of such damages.(e)Ā Each partyā€™s aggregate liability for any claims relating to this agreement will be limited to an amount equal to the sum of the amounts paid by the Advertiser to PhilBIG.Ā (f)Ā Any claims made pursuant to this section must be made within one year of the incident to which they related or forever be barred.

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  1. Term & Termination. (a)Ā Ā The term (the ā€œTermā€) of this Agreement shall commence as of the Effective Date and continue through and including any period of time that the PhilBIG Online Advertisement Order is in effect (subject to termination as set forth below).Ā (b)Ā Termination.This Agreement may be immediately terminated by either party without further liability or obligation to the other party if:Ā (i)Ā the other party violates any applicable laws, rules, regulations, or ordinances (including, without limitation, any applicable advertising regulations);Ā (ii)Ā the other party otherwise materially breaches any provision, warranty, or representation of this Agreement (and/or violates the non-breaching partyā€™s fair and reasonable ā€œmorals clause,ā€ as such term is commonly understood in common law) and, if such breach or violation is curable, it remains un-remedied for a period of [seven (7) days] following receipt of written notice thereof detailing such breach or violation; orĀ (iii)Ā the other party becomes subject to any proceeding under bankruptcy laws or any other statute or laws relating to the insolvency or protection of the rights of creditors. Termination shall have no effect on the partiesā€™ rights and obligations hereunder with respect to those provisions which, by their very nature, are intended to survive any termination or expiration hereof, including, without limitation, representations & warranties, indemnifications, accrued payment obligations, limitations on liability, export regulations, and confidentiality.Ā (c)Ā Following Termination.In the event of any termination hereunder, [with the exception of a termination by Advertiser for material breach by PhilBIG,] Advertiser shall pay PhilBIG all amounts due to PhilBIG up through the effective date of termination. Additionally, upon termination of this Agreement, PhilBIG shall transfer to the Advertiser all of Advertiserā€™s materials in PhilBIGā€™s possession or control.

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  1. Independent Contractors.Ā The parties hereto are independent contractors with respect to each other and with respect to all matters arising under this Agreement. Nothing herein establishes a partnership, joint venture, association, or employment relationship between the parties and/or any exclusive course of dealing. Without limitation on the foregoing, neither party shall have the right to bind the other party to any agreement, covenant, or obligation of any kind without the prior written consent of such other party in each instance.

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  1. Neither party shall assign or otherwise transfer this Agreement, in whole or in part, without the prior written consent of the other party in each instance [such consent not to be unreasonably withheld, conditioned, or delayed]. [Notwithstanding the foregoing, either party may be free to assign this Agreement to anyĀ (a)Ā affiliate of such party; orĀ (b)Ā successor entity of such party that assumes all, or a majority of, such partyā€™s assets in writing.

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  1. This document and any attachments incorporated herein by reference constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all other communications, whether written or oral. This Agreement may be modified only by a writing signed by the party against whom enforcement is sought. Any provision hereof found by a tribunal of competent jurisdiction to be illegal or unenforceable shall be automatically conformed to the minimum requirements of law and all other provisions shall remain in full force and effect. Waiver of any provision hereof in one instance shall not preclude enforcement thereof on future occasions. Headings are for reference purposes only and have no substantive effect.

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  1. Authority of Entity.Ā If any party to this agreement is a corporation or other entity, each individual signing this Agreement on behalf of such corporation or entity of represents and warrants that he/she is duly authorized to execute and deliver this Agreement on behalf of the corporation or entity, and that this Agreement is binding on such corporation or entity in accordance with its terms.