Terms and Conditions

The following terms and conditions (“Terms and Conditions” or “Agreement”), as well as all applicable laws, govern all use of the m360 website and all content, services and products available at or through the website (collectively, the “Service”). The Service is owned and operated by m360, Inc. (“m360”). The Service offered is subject to your acceptance without modification of all the terms and conditions contained herein and all other operating rules, policies (including, without limitation, m360’s Privacy Policy) and procedures that may be published from time to time on this Site by m360 (collectively, the “m360 Policies”).


Please read these Terms and Conditions carefully before accessing or using the Service. By accessing or using any part of the Service, you agree to be bound by these Terms and Conditions. If you do not agree to all the Terms and Conditions, then you may not access or use the Service. If these Terms and Conditions are considered an offer by m360, acceptance is expressly limited to these terms. The service is available only to individuals who are at least 18 years old.

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Your m360 Account

If you create or register an account on the Service, you shall be responsible for maintaining the security of your account, and you shall be fully responsible for all activities that occur under the account. You shall not describe or assign keywords to your content in any misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others. m360 reserves the right to change or remove any description or keyword that it considers inappropriate or unlawful, or otherwise likely to cause m360 liability. You shall immediately notify m360 of any unauthorized use of your account, your mobile services, or any other breach of security. m360, its directors, officers, employees and/or successors-in-interest shall not be liable for any and all acts or omissions committed by you or your representatives, including any damages of any kind incurred as a result of such acts or omissions.

Opting in

You understand that opting in to the system may entitle you to free SMS credits, which may automatically expire on a predetermined period, whether utilized or not. If you opted to pay through your credit card, you also understand that not terminating the service before the trial period shall automatically convert your account status to paid subscription service. On the other hand, not subscribing to the service and converting to paying status shall not terminate your subscription to m360’s email newsletters and marketing emails or messages, unless you specifically unsubscribe to the same.

Responsibility of Contributors

If you register an account, post material to the chosen SMS campaign Service, post links on the Service, or otherwise make (or allow any third party to make) any material available by means of the Service (any such material, “Content”) or other services, you shall be entirely responsible for the content of and any harm resulting from that Content. The same shall apply without regard to whether the Content in question, or any portion thereof, constitutes texts, graphics, audio file, or computer software. By making the Content available, you represent and warrant that:


  • the downloading, copying and use of the Content does not infringe the proprietary rights, including but not limited to, the copyright, patent, trademark or trade secret rights, of m360 or any third party;

  • if your employer or any person has rights to intellectual property you created, you have either (i) received permission from your employer or such person to post or make available the Content, including but not limited to, any software, or (ii) secured from your employer or such person a waiver of its or his claims as to all rights in or to the Content;

  • you have fully complied with any and all necessary licenses relating to the Content, and have done all things necessary to successfully pass the Content or any required terms through and/or to end users;

  • the Content does not contain or will not in any way install any viruses, worms, malware, Trojan horses or other harmful or destructive content;

  • the Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);

  • the Content is not pornographic, libelous or defamatory, does not contain threats or incite violence towards individuals or entities, and does not violate the privacy or publicity rights of any third party;

  • the Content does not violate the guidelines of the mobile network and telecommunications operators that are engaged directly or indirectly in the performance of the services (“Telecommunications Operators”), and the National TelecommunicationsCommission.

If you delete the Content or any part thereof, m360 will use reasonable efforts to remove the same from the Service, but you acknowledge that caching or references to the said deleted item may not be made immediately unavailable. Without limiting any of those representations or warranties, m360 has the right (though not the obligation), in its sole discretion, to: (i) refuse or remove any Content that, in m360’s reasonable opinion, violates any m360 policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Service to any individual or entity for any reason. m360 shall have no obligation to provide a refund of any amounts previously paid.

Sender ID Terms and Conditions

You understand that the use of a Sender ID, (also known as Sender Name, Sender Mask, AlphaMask), shall be an integral part of the effective provision of the service in the platform. A Sender ID is the name which appears as the sender of the SMS on the device of the message recipient. Sender IDs mask the number for sending SMS using the platform.


You undertake to use only sender IDs which do not: (i) misrepresent your product/services/brand; (ii) infringe the copyright of other individuals/entities/brands; (iii) convey or reflect any malicious or unlawful intent; (iv) reflect or include any spam/abuse/illegal activity.


You also agree to create a sender ID only when you represent and is duly authorized to do so by an individual/brand/entity. Creating a sender ID for an individual/brand/entity for which you have no authority shall entitle m360 to any remedy under the law and/or these Terms and Conditions.

Prohibited Content

The following content are prohibited from being posted or sent through the platform:


  • Content/Service that promotes violence or hatred against individuals or groups based on certain attributes such as:
    1. Race or ethnicity
    2. Religion
    3. Disability
    4. Gender
    5. Age
    6. Nationality
    7. Veteran Status
    8. Sexual orientation/gender identity
    9. Profession
    10. Etc.

  • Content/Service that is violent, gory, graphic, disturbing, immoral, indecent, obscene, profane, vulgar, derogatory, blasphemous, libelous, and/or primarily intended to be shocking, sensational, or disrespectful.

  • Content/Service that intends to incite violence, encourage dangerous or illegal activities, especially those that have an inherent risk of serious physical harm or death.

  • Content/Service that expresses support for groups that are involved in violent or criminal behavior (e.g., terrorist activity, organized criminal activity)

  • Content/Service for phishing activities and other harmful and illegal activities.

  • Malicious content/service

  • Content/Service that glorify criminals, condone crimes, and/or treat criminal acts in a light manner

  • Content/Service that connotes illegal behavior such as but not limited to drug use, pedophilia, physical assault, violence, and prostitution

  • National and Local Election-related content/service

Posting or sending any prohibited content through the service shall give m360 the right to blacklist you from the service.

Database Ownership and Consent

By using the Service, you hereby certify that:


  1. your Company is the rightful and sole owner of your customer or user database where the names, mobile numbers, and other information about your customers and users are indicated;

  2. the aforementioned database has been legally acquired and is being updated through the Company’s data gathering activities or lead generation efforts;

  3. each individual (customer, user, or lead) in the said database has given his/her full permission and/or consenttotheCompany sothatthelattermay sendhim/herSMSor anyformofmessage according to the rules and guidelines set by the National Telecommunications Commission, the Telecommunications Operators, and the Data Privacy Act of 2012 and its implementing Rules and Regulations;

  4. you have authorized custody and access to the above-mentioned database and you are authorized to issue this said certification and/or undertaking;

  5. are authorized to issue this said certification and/or undertaking; the Company shall undertake to indemnify and hold free and harmless m360, its representatives, successors and assigns, employees, officers, directors, agents, representatives, attorneys, and shareholders, from and against any and all claims, actions, damages, losses, liabilities, costs and expenses (including reasonable attorney’s fees) arising from or in connection with the implementation of the broadcast announcements, resulting to:
    1. violation of any laws and/or government rules and regulations;
    2. intellectual property infringement;
    3. violation of any right to privacy;
    4. violation of right of publicity;
    5. violation of right against spamming;
    6. defamation;
    7. violation of trademark and trade name rights;
    8. violation of other personal or proprietary right of any person; or
    9. violation of any agreements.
Subscription Plan

You agree to execute a recurring twelve (12) month Contract Term agreement with m360, unless a different term is stated in a separate agreement covering custom developed services or any special arrangement. You may opt to upgrade your service agreement to any other contract agreement that m360 or the m360 website is currently offering for sale at any time during your contract term. In the case of an upgrade, you shall be charged the amount representing the difference in the cost of the two contracts over the remainder of the original contract term. At the end of the contract initial term, the contract shall automatically renew for the same duration until explicitly cancelled.

Cancellation of your Plan

Cancellation must be done through notice duly sent via m360’s support addresses. Any cancellation shall be done at least thirty (30) days prior to the intended effectivity of contract termination to allow for adequate processing time.


m360 may terminate this Agreement at any time for any reason by giving at least thirty (30) days written notice.

Payment of Fees

In consideration of the services and/or products provided by m360, you shall agree to pay one hundred percent (100%) of the billed amount for any development or monthly fees or costs, whichever is applicable, within fifteen (15) days from receipt of the billing or Statement of Account without need of prior demand. Any late payment shall be subject to a penalty of one percent (1%) of the amount due per month of delay, provided that, non-payment of any billing for a continuous period of fifteen (15) days shall entitle m360 to terminate this Agreement.


All payments required to be made under this Agreement shall be in Philippine Peso, unless otherwise agreed upon by the parties. Where payment in another currency is agreed, the applicable Exchange Rate, which is the daily exchange rate of peso against US Dollar as published by the Philippine Dealing System of the Bangko Sentral ng Pilipines or Central Bank of the Philippines, shall apply.

Taxes

Each party shall be responsible for paying their respective taxes arising from the execution and implementation of this Agreement and from any payment made hereunder. If any taxes are required by the government to be withheld at source from payments to m360, you shall withhold such taxes and remit the same to the Philippine Bureau of Internal Revenue and provide m360 with the withholding tax certificate. For taxes payable in more than one taxing jurisdiction, you shall provide the Philippine Bureau of Internal Revenue certificate for tax treaty relief or tax sparing, and other necessary documents for you to avail of the preferential tax rates or tax exemptions, in the event that m360 is being required to withhold tax payments. Failure to do so, will authorize m360 to impose the maximum rate allowed under the relevant tax laws.

Billing Disputes

Whenever applicable to your chosen service or mode of payment, dispute of any item in the billing may be done by sending a notice to m360 within five (5) days from receipt of the billing, billing, otherwise, m360 shall consider the billing to be final and without error. Any dispute shall be resolved within five (5) days from receipt of the notice. and you agree to pay the same within five (5) days from the resolution of the dispute. However, if m360 finds out that the dispute has no basis, you may be permanently blacklisted and barred from use of the Service.

Price Changes

m360 may change the pricing at any time by giving at least thirty (30) days written notice before the implementation of the price change in your account.

Subscriptions/Product/Service Launch

You shall agree to the existing subscription approaches offered by m360 for m360 Services. The Service to be launched will be based on the subscription or plan you agree to avail: Pay-As-You-Go, Monthly, and Annual Plans, as well as the terms and conditions of the custom developed plans or services or any special arrangement contained in a separate agreement (if any).

Responsibility of Service Visitors

m360 has not reviewed, and cannot review, all of the material, including computer software, posted to the Service, and cannot therefore be responsible for any material’s content, uses or effects. By operating the Service, m360 does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. The Service may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The Service may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. m360 disclaims any responsibility for any harm resulting from the use by Users and/or visitors of the Service, or from any downloading by those Users or visitors of any Content there posted.

Content Posted on the Services

We have not reviewed, and cannot review, all of the material, including computer software, made available through the Services and webpages to which m360.com.ph links, as well as those that link to m360.com.ph. Moreover, m360 does not have any control over non-m360 services and web pages. As such m360, its directors, stockholders, officers, employees and/or successors-in-interest shall not be held responsible for the aforementioned material, their contents and/or their use. By linking to a non m360 website or webpage, m360 does not represent or imply that it endorses such website or webpage. You are thus solely responsible for taking precautions as may be necessary to protect yourself and/or your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. It is understood and you agree that m360, its directors, stockholders, officers, employees and/or successors-in-interest shall not be liable for any harm resulting from your use of non-m360 websites and webpages.

Copyright Infringement

As m360 asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on, or linked to by m360.com.ph or any m360 social network or mobile application, violates your copyright, you are encouraged to notify m360 at the soonest possible opportunity after discovery of the same. m360 shall respond to all such notices by providing the appropriate remedy, including, if the circumstances require it, removing the infringing material or disabling all links to the infringing material immediately. In the case a visitor infringes or repeatedly infringes, or has the tendency to infringe, on the copyrights or other intellectual property rights of m360 or others, m360 may, in its sole discretion, terminate or deny access and/or use of the Service to such visitor. In the case of such termination or denial of access, m360 shall have no obligation to provide a refund of any amounts previously paid to m360.

Intellectual Property

These Terms and Conditions herein do not transfer, and shall not be construed as allowing any transfer, of any m360 or third party intellectual property.It is understood that any right, title and interest in and to such intellectual property will remain (as between the parties) solely with m360. The names m360, m360, and m360.com.ph, the m360.com.ph logo, and all other trademarks, service marks, graphics and logos used in connection with m360.com.ph or the Service are trademarks or registered trademarks of m360 and/or its licensors. As such, your use of the Service shall not in any way grant you the right or license to reproduce said marks. Neither does your use of the Service allow you to reproduce or otherwise use any trademark belonging to a third party.

Changes

m360 reserves the right, at its sole discretion, to modify or replace any part of these Terms and Conditions. It shall be your responsibility to check these Terms and Conditions periodically for changes. Your continued use of or access to the Service following the posting of any changes to these Terms and Conditions signifies that you have been properly notified of and you have accepted those changes. m360 may also, in the future, offer new services and/or features through the Service (including, the release of new tools and resources and modification as well as termination of released features). Such new features and/or services shall likewise be subject to these Terms and Conditions unless otherwise stated.

Termination

You may cancel this Agreement with or without cause by sending a notice to m360 via m360’s support addresses at least thirty (30) days prior to the intended date of termination (or by simply discontinuing the use of the Service). Cancellations that shall take effect before the end of the Contract Term (whether Initial or Subsequent Terms) are subject to pre-termination fees (see Annex B – Pre-termination Fees), except for cancellations of pre-paid accounts after the expiration of the six-month lock-in period.


On the other hand, m360 may immediately terminate your access to all or any part of the Service at any time and without prior notice, even if without cause or for any causes such as, but not limited to:


  • Non-payment of any amount due for a continuous period of fifteen (15) days
  • Violation of any of the terms or warranties provided in this Agreement or the proposal;
  • Termination of the Agreement is done as part of the general shut down of m360’s service, or the happening of any event (whether the same may be caused by force majeure or act of man) which prevents m360 from delivering any of the Services provided herein.

All provisions of this Terms and Conditions, which by their nature should survive termination of the Service, including, but not limited to, ownership provisions, warranty disclaimers, indemnity and limitations of liability, shall survive such termination.

Chargeback/Refund Policy

If you cancel the Services, your cancellation shall take effect on your next billing cycle. Any and all fees paid prior to the said effectivity of cancellation shall be forfeited in favor of m360. If you have a question about charges made to your account, please contact us immediately. If any charges were made in error, m360 shall immediately credit your account or credit card account the appropriate amount charged in error upon confirmation made after an immediate investigation. Please note that m360 has a zero tolerance policy for charge backs. Thus, should you dispute any charge that is later discovered to be without any basis, you may be permanently blacklisted and barred from use of the Service.

Security Capabilities and Policy for Transmission of Payment Card Details

To ensure regulatory compliance and a secure transmission of payment card details, m360 has partnered with a payment solutions provider, Paynamics Technologies Inc. (“PTI”). PTI shall process all data in accordance with applicable data protection laws and in compliance with the Payment Card Data Industry Security Standard (“PCI-DSS”).

Disclaimer of Warranties

The Service is provided on an “as is” basis. m360 and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, but without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither m360, nor its suppliers and licensors, makes any warranty that the Service herein provided will be error free, or that access thereto will be continuous or uninterrupted. Further,m360 makes no warranty or representation as to the accuracy, correctness or completeness of any information furnished or made available through the Service.You understand that any information, data, content or services downloaded or otherwise obtained from or through the Service are thus downloaded or obtained at your own discretion and risk.

Limitation of Liability

In no event shall m360, its suppliers or licensors, or their respective stockholders, directors, officers, employees or successors-in-interest be held liable with respect to any matter subject of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement or substitute products or services; (iii) interruption of use or loss or corruption of data; (iv)loss of profits or trading losses; or (v) any amounts that exceed the fees paid by you to m360 under this agreement during the twelve (12) month period prior to the cause of action. m360 stockholders, directors, officers, employees or successors-in-interest shall have no liability for any failure or delay due to matters or causes beyond its reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.

General Representation of Warranty

By accessing and/or using the Service, you represent and warrant that (i) your access and/or use of the Service is and shall be made in strict compliance with the m360 Privacy Policy, with these Terms and Conditions and with all applicable laws, rules and regulations (including, but without limitation, any local laws or regulations of the country which you are a national or a resident, or of the state, city, or other governmental área where you are staying, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the Philippines or the country in which you reside) and; (ii) your use of the Service does not and shall not infringe on or misappropriate the intellectual property rights of any third party. As such, you shall be held solely responsible for any access and/or use of the Service in violation of the aforementioned laws, rules and/or regulations. Should m360, its shareholders, directors, officers, agents, employees and/or successors-in interest be held liable for any claim or damages arising from any of your acts, you hereby agree to indemnify m360 for any and all amounts paid therein.

Indemnification

You agree to, at your own expense, indemnify, defend, and hold harmless m360, and its shareholders, subsidiaries, affiliates, directors, officers, agents, co-branders or other partners, and employees from and against an and all losses, damages, liabilities, settlements, costs and expenses (including attorneys’ and professionals’ fees and other legal expenses) arising out of or related to any claim, demand, suit, action, or proceeding arising out of or relating to: (a) any breach by you of these Terms and Conditions or any policy or guidelines references herein, (b) any of your own services, content or other materials or services provided by you or your third party providers, (c) an allegation that the services or content provided by you to your customers violates any local or foreign law, rule or regulation, (d) your breach of any law or any rights of a third party, or (g) any Content uploaded or provided by you.

Severability

Whenever possible, each provision of these Terms and Conditions will be interpreted in such a manner as to be effective and valid under applicable law. However, if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision of the remaining provisions of this Agreement.

Assignment

You shall not assign or transfer any of its rights and obligations under your Agreement with m360 without the prior written consent of m360. For avoidance of doubt, you shall not subcontract or transfer voluntarily or involuntarily any of its rights, duties or obligations under this contract without the express written consent of the m360.

Miscellaneous

The Terms and Conditions contained herein constitute the entire agreement between m360 and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of m360, or by the posting by m360 of a revised version of these Terms and Conditions. The Terms and Conditions herein shall be governed by the laws of the Philippines and the proper venue for any disputes arising out of or relating to any of the same will be the courts located in the Philippines, specifically and exclusively the courts in Taguig City Philippines.

APPENDIX B

Pre-Termination Fees

Pre-termination fees are VAT exclusive and must be paid within thirty (30) days upon submission of service termination request.


Pre-termination Fee = (Monthly Service Fee + Average Monthly Excess Usage) x 30% x Remaining Months


Sample Computation

Monthly Service Fee (VAT inclusive): PhP 100,000.00

Average monthly excess usage (VAT inclusive): PhP 20,000.00

Remaining Months: 2 months

Pre-termination fee: 72,000.00 + 12% VAT