The following Special Conditions shall supplement the General Terms and Conditions. Whenever there is a conflict, the provisions herein shall prevail over those in the General Terms and Conditions.
These General Terms and Conditions (hereinafter “Terms”) apply to the Merchant Agreement between Leasoton Enterprises Corp, with registered address Unit 2206 World Trade Exchange Building 215 Binondo Manila Philippines (hereinafter “Leasoton” or “Motobuy”) and a marketplace Merchant (hereinafter the “Merchant”) Leasoton Enterprises Corp and Merchant hereinafter refer individually as “Party” and collectively “Parties”, as the context may require) for the services provided by Leasoton to the Merchant of listing and selling products (hereinafter “Products”) on and through any of the following websites: www.promall.ph or any other internet domain property of Leasoton (hereinafter the “Platform”), collecting, reconciling and executing all transactions involving the Merchant through the Platform as a payment processing agent for the Merchant, and other related content production, sales traffic activities and/or Order fulfilment services or such other services provided by Leasoton to the Merchant (hereinafter “Services”), as agreed in writing between Leasoton and the Merchant.
1. These Terms shall prevail over any other terms or conditions, except as otherwise provided in the Merchant Agreement.
2. Leasoton may assign, transfer or subcontract all or part of its rights and/or obligations deriving from the Merchant Agreement. The Merchant cannot assign, transfer or subcontract all or part of its rights and/or obligations deriving from the Merchant Agreement, without the prior written consent of Leasoton.
3. The Merchant will provide a designated contact person that Leasoton can contact during business hours for matters relating to the execution of its services including but not limited to Deliveries, Inventory, Content, Pricing and Customer Service. A telephone number and an email account of the designated contact person must be provided by the Merchant to Leasoton Enterprises Corp.
4. Merchant agrees to provide all information and materials as may be reasonably required by Leasoton in connection with orders placed at Motobuy.com.ph. Leasoton has the right to suspend or terminate any Merchants account if the Merchants fails to provide the required information and materials or provides inaccurate or fraudulent information.
The Parties agree that Leasoton Enterprises Corp. will provide services to the Merchant in compliance on the agreed Terms and Conditions.
Leasoton may launch, change, upgrade, impose conditions to, suspend, or stop any Services (or any features within the Services) without prior notice except that in case of a fee-based Service, such changes will not substantially adversely affect the paying Users in enjoying that Service.
As a condition of your access to and use of the Site or Services, you agree that you will comply with all applicable laws and regulations when using the Site or Services.
Duties of the Parties
Leasoton Enterprises Corp. shall provide the Merchant with the Services considering the particular obligations coming about from the agreed fulfillment. Leasoton Enterprises Corp. shall receive fees in exchange for the duties.
Each Merchant represents, warrants and agrees that any Merchant Contents that they submit, post or display does not infringe or violate any of the copyright, patent, trademark, trade name, trade secrets or any other personal or proprietary rights of any third party (“Third Party Rights”).
Each Merchant further represents, warrants and agrees that the Product Content that you submit, post or display shall:
a) be true, accurate, complete and lawful;
b) not be false, misleading or deceptive;
c) not contain information that is defamatory, libelous, threatening or harassing, obscene, objectionable, offensive, sexually explicit or harmful to minors;
d) not contain information that is discriminatory or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
e) not contain any link directly or indirectly to any other web Site which includes any content that may violate the Terms.
Each Merchant further represents, warrants and agrees that you shall:
a) carry on your activities on the Site in compliance with any applicable laws and regulations;
b) carry on your activities in accordance with the Terms and any applicable Additional Agreements;
c) not use the Services or Site to defraud any person or entity;
d) not impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity;
e) not engage in spamming or phishing;
f) not engage in any other unlawful activities (including without limitation those which would constitute a criminal offense, give rise to civil liability, etc) or encourage or abet any unlawful activities;
g) not involve attempts to copy, reproduce, exploit or expropriate Motobuy.com.ph’s various proprietary directories, databases and listings;
h) not involve any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information;
i) not involve any scheme to undermine the integrity of the data, systems or networks used by Motobuy.com.ph and/or any user of the Site or gain unauthorized access to such data, systems or networks;
j) not engage in any activities that would otherwise create any liability for Motobuy.com.ph or our affiliates.
Terms and Conditions
In the event of conflict, the Special Terms and Conditions and the General Terms and Conditions will prevail, and in that specific order. The Merchant Agreement will prevail over any other agreement, terms or conditions regarding the subject matter, and to the prohibition of all other terms proposed, submitted or stipulated by the Merchant (including any terms or conditions which the Merchant purports to apply under any specification, confirmation order, purchase order, invoice, or any other document) and no terms or conditions endorsed upon, delivered with or contained in any other document or with the Goods or Products, will form part of the Merchant Agreement. The actual or future invalidity or ineffectiveness of any provision hereof will not affect the validity or effectiveness of this terms and conditions.