E-commerce Retailer Agreement ×

This E-commerce Retailer Agreement (“Agreement”) is executed between COMWORKS, INC., a corporation organized and existing under the laws of the Philippines, with principal address at CWI Corporate Center, 1050 Quezon Avenue, Quezon City (“COMWORKS”), and the person and/or business above-named, and on the date stated below (“RETAILER”).

1.PRODUCT PURCHASES FROM MERCHANTS THUR THE PLATFORM
1.1.COMWORKS owns and operates an e-commerce platform (the “Platform”) that shows the products and services (“Products”) of independent third-party merchants (“Merchant(s)”). The Platform allows RETAILER to purchase the Products from the Merchants on the Platform. RETAILER can access sales materials and information, and place queries or sales orders and make payments to the Merchants, thru the Platform.
1.2.For each purchase of RETAILER thru the Platform, the RETAILER acknowledges and understands that the contract of sale is between Merchant and RETAILER only. There shall be no contract of sale between COMWORKS and RETAILER. The Merchant shall issue a sales invoice or official receipt, as applicable, to the RETAILER.
1.3.The RETAILER further acknowledges and understands that COMWORKS is a Platform provider and not a merchant under this Agreement. The Products shall be covered by the warranty of the Merchants and/or its brand partners. COMWORKS does not provide any warranty for the Products and shall not liable for any replacement and warranty over the Products.
1.4.RETAILER shall place an order on the Platform and may select the pricing structures available on the Platform. For discounted transactions, RETAILER shall pay COMWORKS in cash, cleared funds or from the E-Wallet (defined below) of RETAILER, prior to processing by COMWORKS of the Product(s) with the Merchant. For transactions with third-party financing arrangements, COMWORKS shall process the order of the RETAILER for the Product(s) upon the approval of the loan of the RETAILER and/or the customer by the third-party financing company. COMWORKS may provide other options on the Platform for Product orders, payment and delivery. RETAILER acknowledges and understands that the price of the Products to the RETAILER may be amended by COMWORKS and/or Merchant from time to time.
1.5.COMWORKS shall deliver, or shall cause the Merchant to deliver, the Product(s) purchased by RETAILER to the delivery address instructed by RETAILER. If the Product(s) is delivered to the RETAILER, RETAILER shall be solely liable for loss or damage to the Product(s) upon delivery.
1.6.RETAILER, its employees, agents and representatives may be invited to attend trainings, seminars and assemblies arranged by COMWORKS for the Platform and/or the Products. COMWORKS may provide and distribute to the RETAILER marketing materials on the Platform, which RETAILER shall display in a visible location outside and/or within the store of RETAILER.
1.7.In performing its obligations hereunder, RETAILER shall be solely responsible for the operational costs and expenses of, and incidental to, the use of the Platform, including but not limited to computer/mobile hardware and internet connectivity.
1.8.RETAILER shall determine the selling price of the Products upon sale to the end-user customers of the RETAILER. RETAILER shall be solely responsible for its compliance with the relevant regulations of the Bureau of Internal Revenue.

2.SARI WALLET
2.1.RETAILER shall open an e-wallet linked to the account of the RETAILER on the Platform to facilitate payments for the purchase of Products on the Platform (the “E-Wallet”). RETAILER authorizes COMWORKS to deduct from the E-Wallet an amount corresponding to the purchase of Product(s) on the Platform and any fees and taxes applicable to the transaction. The funds deposited with COMWORKS for the E-Wallet shall be used solely for transactions on the Platform. RETAILER cannot withdraw or refund any amount credited to the E-Wallet.
2.2.RETAILER shall maintain sufficient balance in the E-Wallet to pay for any transaction on the Platform or as may be required by COMWORKS. The RETAILER understands and acknowledges that COMWORKS is not a bank or a remittance agent and is not acting as a trustee, fiduciary or escrow agent with respect to the E-Wallet. RETAILER further acknowledges that the E-Wallet is not a deposit account, does not earn any interest and is not covered by the Philippine Deposit Insurance Corporation.
2.3.COMWORKS may impose fees in connection with the use by RETAILER of the E-Wallet.
2.4.RETAILER shall be solely responsible for the security of the E-Wallet username and password and shall indemnify COMWORKS for any and all transactions accessed by any persons using the E-Wallet credentials of RETAILER. Any transaction performed using the credentials of RETAILER shall be deemed to be transacted by RETAILER.
2.5.RETAILER shall use the E-Wallet for lawful purposes and shall not violate any laws of the Philippines or the policies of COMWORKS in connection with the use thereof.
2.6.COMWORKS may, at its sole discretion and at any time, upgrade, modify, suspend or discontinue the E-Wallet and shall not be liable to RETAILER for any interruption in the use of the E-Wallet caused by such action. COMWORKS may suspend or terminate the access of RETAILER to the Platform or the E-Wallet for breach of this Agreement or the policies implemented by COMWORKS.
2.7.COMWORKS makes no warranty that the use of the E-Wallet will be uninterrupted, timely or error free and that the provision of the E-Wallet shall be as is, as available and with all faults. All warranties, representations, conditions, undertakings and terms, whether express or implied, are hereby excluded.
2.8.Any typographical, clerical or other error or omission in any transaction by COMWORKS shall be subject to correction without any liability on the part of COMWORKS. Any records (including records of any telephone conversations relating to the Platform or E-Wallet, if any) maintained by COMWORKS and/or its service providers relating to or in connection with the E-Wallet shall be binding and conclusive on RETAILER for all purposes whatsoever and shall be conclusive evidence of any information and/or data transmitted between COMWORKS and RETAILER. RETAILER agrees that all such records are admissible in evidence and that RETAILER 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.
2.9.To the fullest extent permitted by law, COMWORKS shall not be liable for any indirect, consequential, incidental, special or punitive damages, including damages for loss of profits or revenues, business interruption, loss of business opportunities, loss of data or loss of other economic interests, whether in contract, negligence, tort or otherwise, arising from the use of or inability to use the E-Wallet, Platform and related services. In any event, the total aggregate liability to RETAILER under this Agreement or in relation to the use E-Wallet shall not exceed the E-Wallet balance of RETAILER at the point in time when such liability arose.

3.WIFI AND ACCESS POINTS
3.1.RETAILER may procure the use of a mobile application from COMWORKS that shall allow RETAILER to sell limited internet access to its customers thru a wifi network. For this purpose, COMWORKS shall: (a) issue and install access point(s) at the store premises of the RETAILER; (b) provide, thru the mobile application, one-time ePINs for limited internet access of customers of RETAILER; (c) train the RETAILER on the use of the mobile application; and (d) provide merchandising materials, as may be available.
3.2.RETAILER shall pay COMWORKS for the equipment and use of the mobile application.

4.MARKETING AND OTHER PROGRAMS
4.1.COMWORKS may, at its sole discretion, conduct marketing activities featuring the RETAILER, directed to customers of RETAILER, using SMS messages and other mediums. RETAILER consents to participate in the marketing activities, shall provide the mobile numbers of customers to COMWORKS, and authorizes COMWORKS to use such mobile numbers for the marketing activity. In connection with such marketing activities, RETAILER authorizes COMWORKS to use the name of its store or business in the SMS messages or other marketing materials. RETAILER represents and warrants that it has the legal right to use the name provided for the marketing activity. The scope and duration of the marketing activity shall be at the sole discretion of COMWORKS.
4.2.COMWORKS may, at its sole discretion, endorse the RETAILER to third-party financing companies or Merchants to enable the RETAILER to avail of loans or credit terms, as applicable, in connection with its purchase of Products from the Platform. RETAILER authorizes COMWORKS to include it in financing or credit programs of third parties. RETAILER understands that any agreement or arrangement to be entered into with the financing company and/or Merchant shall be executed between the RETAILER and such third-party only, and that COMWORKS shall not be a party to such agreement or arrangement.
4.3.COMWORKS may, at its sole discretion, use payment portals or platforms to disburse amounts payable to RETAILER, if any, and RETAILER consents to any such payment methods as implemented by COMWORKS.

5.DATA PRIVACY
5.1.RETAILER warrants that any personal information disclosed to COMWORKS regarding RETAILER’s customers is collected, processed, stored and shared pursuant to the Data Privacy Act of 2012 or Republic Act No. 10173. COMWORKS warrants to use, disclose, store, retain, or otherwise process personal data solely for the purposes of performing its obligations under this Agreement.
5.2.RETAILER authorizes COMWORKS, its employees, duly authorized representatives and related companies, to collect, use, process, store, and share to third-party service providers, financing companies, and Merchants, the personal information or data, including sensitive personal information, of the RETAILER in connection with: (a) performing the purposes of this Agreement, (b) complying with the rules and procedures of Merchants, financing companies or payment portals, as applicable, (c) paying fees and amounts due to the RETAILER, and (d) complying with legal processes. The personal information of RETAILER shall be retained throughout the duration of this Agreement and/or until expiration of the retention limit set by laws and regulations, unless withdrawn in writing by the RETAILER. The data privacy officer of COMWORKS may be contacted at [email protected].

6.SECURITY RETAILER shall comply with all the prescribed processes of COMWORKS for the use of the Platform, E-Wallet, mobile application and access point. RETAILER shall ensure the security of the Platform, E-Wallet, mobile application and access point and shall further ensure that its use and access to the foregoing are guarded against unauthorized access, unauthorized connection or unauthorized modification. RETAILER shall not reverse engineer, decompile or disassemble the Platform, E-Wallet or any software or hardware products allowed access to RETAILER by COMWORKS.

7.TERM AND TERMINATION This Agreement shall be valid and binding from the date of execution and while the account of the RETAILER on the Platform remains active, unless otherwise earlier terminated by the parties pursuant to this Agreement. The parties may terminate this Agreement at any time, with or without cause, upon five (5) days written notice to the other party.

8.INDEPENDENT CONTRACTOR In the performance of its obligations and functions under this Agreement, each party hereby acknowledges and represents that it is an independent contractor, and shall not be deemed in any way as an employee, agent, joint venture partner, trustee or representative of the other party. A party is not authorized to make any representation, contract, or commitment on behalf of the other party, unless otherwise provided for in writing. There shall be no employer-employee relationship between a party and/or its employees, on the one hand, and the other party, on the other. Each party shall have the exclusive authority to select, engage and discharge its employees or otherwise direct the performance of its employee’s services hereunder.

9.CONFIDENTIALITY RETAILER shall maintain the confidentiality of the provisions of this Agreement, the operations of the Platform, mobile application and access point, including the discounted pricing available to RETAILER, and any and all matters relative hereto or thereto, except as required by law or regulation or as agreed upon with the RETAILER. All information and knowledge received by RETAILER or its employees, agents and representatives, under and by virtue of this Agreement shall be deemed to be trade secret and confidential. RETAILER undertakes to bind its employees, agents and representatives, to respect the confidential nature and secrecy of all such information and knowledge, and shall not disclose or cause to be disclosed such information or knowledge to others. RETAILER shall maintain the confidentiality of the Platform, mobile application, access point and other infrastructure related thereto and shall not disclose or in any manner make accessible to any third party the platform, system or information therein or related thereto.

10.NON-WAIVER The failure at any time, or from time to time, of COMWORKS to enforce or require the strict keeping and performance by the RETAILER of any of this Agreement shall not constitute a waiver by COMWORKS of such terms or conditions, and shall not affect or impair such terms or conditions in any way, or COMWORKS’ right at any time to avail itself of such remedies as it may have for any breach or breaches of such terms and conditions.

11.FORCE MAJEURE COMWORKS shall not be liable for non-performance, error, interruption or delay in the performance of its obligations under this Agreement or for any inaccuracy, unreliability or unsuitability of the Platform, E-Wallet, mobile application or access point if this is due, in whole or in part, directly or indirectly to an event or failure which is beyond the reasonable control of COMWORKS.

12.GENERAL PROVISIONS
12.1.This Agreement shall not be assigned, sub-contracted or transferred by RETAILER.
12.2.This Agreement shall be governed by and construed and enforced in accordance with the laws of the Philippines. Any dispute pursuant or relating to this Agreement shall be brought exclusively before the proper courts of Quezon City, to the exclusion of all other courts.
12.3.Except as hereinafter provided, this Agreement supersedes all representations, agreements and understandings between the parties with respect to the subject matter hereof, whether oral or written. This Agreement, together with any agreements entered into on or subsequent to the date hereof, constitute the entire agreement between the parties hereto. COMWORKS reserves the right to amend, modify or supplement this Agreement and the rules of the Platform and E-Wallet upon notice to the RETAILER.
12.4.If at any time any provision of this Agreement becomes illegal, invalid or unenforceable in any respect, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby, and shall continue in force as if such illegal, invalid or unenforceable provision was severed therefrom.
12.5.The provisions of this Agreement and the rights and remedies of COMWORKS hereunder are cumulative and are without prejudice and in addition to any rights or remedies COMWORKS may have in law or in equity, and no exercise by COMWORKS of any one right or remedy under this Agreement, or at law or in equity, shall operate so as to hinder or prevent the exercise of any other such right or remedy at law or in equity.
12.6.In any event and to the fullest extent permitted by applicable law, RETAILER shall not make any claim against COMWORKS under this Agreement after one (1) year from the date of occurrence of the matter giving rise to the claim.

I, the undersigned RETAILER, hereby agree to be bound by this E-Commerce Retailer Agreement.

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