Service Agreement

• 1. WeFund only accepts natural persons, legal entities and other organizations of the Republic of the Philippines with full civil capacity to register as Users. If You do not qualify, please do not register. WeFund reserves the right to suspend or terminate any User for failure to qualify as such.

• 2. You undertake to use the services and the KidlatPeso Platform of WeFund lawfully. You are prohibited to engage in any act that may violate the existing laws, rules, regulations and governmental directives of the Republic of the Philippines, or any unauthorized use of the KidlatPeso Platform, such as unauthorized access to non-public portion of the KidlatPeso Platform, improper use of the account passwords and any content of this Agreement.

• 3. User registration refers to the process of accessing this KidlatPeso Platform, filling in the relevant information as required and confirming/agreeing to perform this Agreement and other related user agreements. After your registration is completed, you may not assign your KidlatPeso username to any third party or authorize any third party to use it. KidlatPeso identifies Users by the registered usernames and passwords. The User hereby confirms that any actions performed by the User who logs into the KidlatPeso Platform using their username and password shall be deemed as actions of the registered User themselves. The electronic information registered by the User shall be the conclusive evidence of the identity of the User, and such User shall bear the legal consequence associated with their action on KidlatPeso.

• 4. You agree to register with a username that does not to violate the laws and social ethics of the Republic of the Philippines and provide your real information, and comply with the following requirements:

• • a. You must use your real name to register on this KidlatPeso Platform according to the governmental requirements, and provide KidlatPeso with the information required for the authentication of your identity.
  • b. You must provide true, up-to-date, valid and complete information.
  • c. You are obligated to maintain and update the registered user information and ensure that it is authentic, up-to-date, valid and complete. If you do not update the information in a timely manner which results in failure or mistakes in the service provided by WeFund, You may not cancel the transaction or refuse to pay. WeFund will not assume any responsibility and you shall bear all the consequences arising from such failure or mistake.
  • d. If you provide any inaccurate, false, outdated or incomplete information, or if WeFund, in its independent judgment, suspect that the information so provided is inaccurate, false, outdated or incomplete, WeFund has the right to suspend or terminate your registered account at this KidlatPeso Platform, and to deny you from using of some or all of the functions of this KidlatPeso Platform. In this case, WeFund assumes no liability whatsoever and you agree to bear any expenses or losses incurred directly or indirectly arising therefrom .

1. C. Guarantees and Obligations of User

• 1. User guarantees and undertakes that funds used within the KidlatPeso Platform are from lawful sources and that User is authorized to use and dispose of the same. Further, User as Borrower guarantees and undertakes that the loan shall be only for the personal use of the Borrower or that of his/her family and not for business or resale, barter or hire of house, lot, motor vehicle, appliance or furniture.

• 2. Authenticity and validity of information

User undertakes that the information he/she publishes through this KidlatPeso Platform shall be authentic and effective, and that any information he/she submit to WeFund shall be authentic, effective, complete and accurate. If WeFund or users of this KidlatPeso Platform suffer any loss due to breaching of the foregoing, the User shall be held liable.

• 3. Prohibition of commercial use of data obtained from this KidlatPeso Platform

The User undertakes not to make commercial use of any data obtained from this KidlatPeso Platform, including, but not limited to, the use of the information displayed on this KidlatPeso Platform in any way, such as reproduction, dissemination, etc. without the prior consent of WeFund. The above stated provision does not apply to the use of User’s own Personal Data.

• 4. Compliance with laws and regulations

In using the services of WeFund, Users must comply with the laws and regulations, rules and government directives of the Republic of the Philippines, and not to commit any illegal act, specifically:

• • a. Publish, communicate, disseminate, and store content that violates the lawful rights of others, such as intellectual property, personal rights, and/or commercial trade secrets;
  • b. Mislead, deceive others by fabricating false identities, publishing false information, make false transactions in violation of rules published in this KidlatPeso Platform, or such other similar actions;
  • c. Conduct acts that harm the safety of computer network, including, but not limited to, knowingly placing or planting any virus, trojan horse, computer worm, timed bomb or other computer program that intentionally destroy, maliciously interfere, secretly intercept or encroach on any system, data or personal data in any information he/she publishes; or
  • d. Publish information which the State prohibits to be published, or other information that may be illegal or which violate this Agreement and other rules and regulations.

Throughout the processing of the User’s Personal Data, his/her rights under the Data Privacy Act of 2012, such as the (1) right to be informed, (2) right to object, (3) right to access, (4) right to rectification, (5) right to erasure or blocking, and (6) right to damages, shall be upheld. Entities to whom WeFund shares User’s data shall also respect the same rights.

1. D. Services and Fees

The services that are available on the KidlatPeso Platform include, but are not limited to, the publishing of borrowing requests, access to available requests, credit evaluation services, signing and reviewing of contracts, recharging of balances, withdrawal, services provided by third-party providers and so on. Specific details shall depend on the services available on the KidlatPeso Platform at thetime.

1. 2. Service fees for all loan facilities and other transactions, will be explicitly disclosed before You enters into such transaction. WeFund reserves the right to adjust service fees and will notify users of any changes via the KidlatPeso Platform.

1. 3. Payment processing may involve third-party entities, such as banks or payment companies. Associated fees will be disclosed on the KidlatPeso Platform and are subject to the terms of the third-party service provider.

1. 4. User confirms that transactions confirmed by the User on the KidlatPeso Platform in accordance with WeFund’s service procedures shall become the irrevocable instruction of the User given to WeFund to execute relevant transactions or operations (including, but not limited to, paying or collecting money, freezing funds, concluding contracts, etc.) User agrees that the execution time of the relevant instruction shall be based on the actual execution time in the WeFund system. User agrees that WeFund shall have the right to deal with the relevant matters in accordance with this Agreement and/or WeFund related dispute handling policies.

1. 5. If User conducts transactions or accept payments in KidlatPeso Platform in violation of this Agreement or the operational instructions issued by WeFund, WeFund shall assume no responsibility whatsoever. If the above situation occurs and the money has been credited to the account of the User, the User agrees that WeFund has the right to deduct such money directly from the relevant account and to prohibit the User from requesting payment of such money. If the payment has been remitted to the User's bank account, the User agrees that WeFund has the right to request back the money concerned from the User, and the collection fee shall be borne by the User.

1. 6. If WeFund discovers a processing error caused by system failure or any other reason, WeFund shall correct the error regardless of whether such error is beneficial to WeFund or a User. If such error causes a User to receive more than what he/she is entitled to receive, regardless of the nature and reason of such error, the User shall return the excess amount or perform other operations in accordance with the specific requirements stated on the notice of rectification issued by WeFund, and WeFund has the right to take measures on its own to correct the above erroneous transaction. User understands and agrees that no interest will be payable to the overpayment or underpayment caused by the foregoing processing error. WeFund will not be responsible for any loss or liability arising from the aforementioned processing error (including the loss of interest, exchange rate, etc., which may result from the foregoing error).

1. 7. WeFund may temporarily stop, restrict or alter WeFund services. Using WeFund services means that the User agrees to this Agreement continuously until and unless User’s request for deregistration has been accepted and processed.

1. 8. User agrees and authorizes WeFund to provide user information to third party digital certificate service provider for the application of digital certificates. User undertakes that his/her identity information provided is true, complete and effective, and undertakes to accept the corresponding legal consequences therefrom. User agrees to use the digital certificate in the relevant agreement on this KidlatPeso Platform.

1. 9. User agrees, understands, and consents to the fact that WeFund may ask the User to supply or provide information, from time to time, including but not limited to, information to establish your identity (ex.name, background, addresses, contact and mobile numbers, email addresses, IP addresses, operating systems, browser types, contact details, financial data, creditworthiness information, audio recordings) and telecommunications usage data ("telco usage score”) and other information and data generated that you provide in relation to using, accessing, or availing of WeFund’s products and/or services (“ Personal Data”).

1. 10. User consents to the collection, use, processing and disclosure of his/her information and/or Personal Data to WeFund, its affiliates, subsidiaries, and partner institutions such as, but not limited to, Globe Telecom Inc., SMART Communications for the purposes such as credit investigation, credit scoring, data analytics, data profiling, and such other purposes as provided for in WeFund’s Privacy Policy.

1. 11. User may communicate their objection to the collection and processing of their Personal Data in accordance with the provisions as stated in WeFund’s Privacy Policy.

1. 12. Service Fee

• • a. When the User uses WeFund services, User agrees and consent to charging the User with the related service fee. Such service fees for all loan facilities and other transactions, will be explicitly disclosed before you enter into any transaction.
  • b. WeFund reserves the right to unilaterally set and adjust the service fees. The modified service fees will be published on the KidlatPeso Platform, which will come into effect upon publication and will be applicable to the transactions take place after the revision of the cost standard.
  • c. When using WeFund services (such as recharging or withdrawal), User may need to pay through third party entities (such as banks or third-party payment company, etc.). The specific fees are stated on the website or other relevant platform of the third party or in the KidlatPeso Platform.

1. 13. Verification

You agree that by giving details of your reference person/s, You are confirming that WeFund can contact them for screening, investigation and verification purposes.

1. E. Third-party services and websites

1. 1. Content of the KidlatPeso Platform may involve or contain links to other websites owned, controlled or operated by third parties, and services provided by third parties (hereinafter referred to as "Third-Party Services and Websites"). WeFund will add websites and/or services of business partners or public brand whenever WeFund deems necessary and of interest of User.

1. 2. WeFund cannot guarantee and has no obligation to guarantee the authenticity and validity of information on the Third-Party Services and Websites. User confirms that the use of the Third-Party Services and Websites is regulated by the relevant agreements and rules of the Third-Party Services and Websites and not by this Agreement. User shall assess and bear all the risks associated with the content, products, advertisements and any other information of the Third-Party Services and Websites, which has no relationship whatsoever to WeFund.

1. F. Linkage to bank cards

1. 1. Linkage to bank cards refers to the linkage relationship established by the User between the bank card owned by and linked to the KidlatPeso account registered by such User, so that the User can pay or collect money directly through KidlatPeso, or to recharge or withdraw money through his/her KidlatPeso account balance using such bank card. When establishing linkage to bank cards, User shall fill in the bank card’s issuing branch, card number, the User's real name and his/her identity card number and etc., which shall be validated by the issuing bank and/or KidlatPeso (but KidlatPeso is not responsible for the authenticity and accuracy of user information) before linkage is established.

1. 2. User shall ensure that he/she is the true and lawful holder of the bank card designated to establish linkage and using our services and may lawfully and validly use such bank card and authorize KidlatPeso to verify the authenticity and validity of the personal information provided by the User on its own or through a third-party channel. User warrants that the linkage and usage of such bank card do not infringe upon the lawful rights and interests of any third party, otherwise the User shall bear all the responsibility to compensate any loss suffered by KidlatPeso and/or the real cardholder and bear all the legal consequences thereof, and KidlatPeso shall not hold any liability. KidlatPeso also has the right to freeze any balance of the User's KidlatPeso account, terminate or discontinue services provided to the User by KidlatPeso.

1. 3. User agrees and authorizes WeFund to entrust the cooperative bank or the third-party payment organization to use the balance of the bound bank card when the User uses fast recharge or repayment options on the KidlatPeso Platform.

1. 4. User shall keep the bank card, the card number, KidlatPeso username, password, and the verification code sent by the third party payment organization and/or KidlatPeso to the User, and all the information and equipment related to the bank card or the User's KidlatPeso account in safe custody. If the User loses or exposes the foregoing information and/or equipment, the User shall promptly notify the issuing bank and/or KidlatPeso to reduce the potential loss. Whether or not the issuing bank and/or KidlatPeso have been notified, the User shall be solely responsible for the improper management of his or her information and/or equipment.

1. G.Disclaimer

1. 1. WeFund provides no warranties, express or implied, whatsoever to any user and/or any transaction except for those required by law. Information provided to the User on the KidlatPeso Platform is for reference only. Users shall make decisions based on his/her own independent judgments and bear the risks of his/her own transactions. User shall have no claim against WeFund for matters which result from User’s own failed or bad judgement on the risks involved. In the course of the transaction, the parties to the transaction shall resolve the dispute. Neither WeFund and its shareholders, founders, senior officer, directors, agents, affiliated companies, parent companies, subsidiaries and employees shall guarantee the authenticity, adequacy, timeliness, reliability, completeness and validity of the User-inputted data and the content provided for by third parties and disclaim any legal liability arising therefrom.

1. 2. Disclaimer of inherent instability of the Internet

Due to the inherent instability of the Internet, WeFund cannot guarantee that the service will not be interrupted. WeFund is not liable to the user or any other third party if the system is unable to function properly due to the foregoing reason causing inability to use any services by the Users or affecting any service provided by this KidlatPeso Platform, including but not limited to:

1. a. This KidlatPeso Platform’s system downtime maintenance period.
2. b. Telecommunications equipment failure causing failure in data transmission.
3. c. Service interruption or delay due to hacker attack, network supplier technical adjustment or malfunction, website upgrade, bank problem or other force majeure events.

1. 3. Force Majeure

WeFund does not assume any responsibility to the User for delay or failure to perform due to reasons beyond the reasonable control of WeFund, including, but not limited to, natural disasters (typhoons, earthquakes, tsunamis, floods), strikes or riots, demonstrations, acts of war, government acts, failure of communications or other facilities or serious casualties, etc.).

1. 4. Disclaimer to User’s own fault

Any loss caused by the User's own faults, including, but is not limited to, loss caused by decision making mistakes, improper operation, lost or leaked passwords, password being cracked by others, User's computer system being invaded by a third party, malicious or improper operation by the third party entrusted by the Users to conduct transaction.

1. 5. The above does not reflect all the risks associated with transactions through WeFund by the User and all the market situations. User shall fully understand the relevant transaction and make decisions with prudency and solely bear all the risks and consequences.

1. H.Monitoring of Content

User confirms and agrees that WeFund has the right to disclose, modify or delete information as necessary and appropriate in accordance with laws, regulations, and government requirements from time to times to operate WeFund better and protect its own and its legitimate users. User agrees to monitor the changes in the KidlatPeso Platform content which WeFund undertakes to make easily identifiable.

1. I.Privacy

1.WeFund’s privacy policy (the “Privacy Policy”) is prepared in compliance with the laws of the Republic of the Philippines. As defined under Republic Act No. 10173 (collectively “Personal Data”), otherwise known as the Data Privacy Act of 2012 (hereinafter referred to as the “ Data Privacy Act”), which regulates the processing and collection of information provided by Users, and for the collection, usage, storage, analysis and manipulation of the same by WeFund, its assigns, affiliates, and related companies, and from which the identity of the individual User may be apparent or can be reasonably and directly ascertained.

1. 2.WeFund values our customers and commit to protect all personal data which may be provided by Users.

1. 3.WeFund implements appropriate technical and organizational measures to secure your personal data against unauthorized access, alteration, or destruction.

1. 4.Detailed information about the handling of personal data is available in the WeFund Privacy Policy, accessible on the platform.

1. 5.Please read the Privacy Policy carefully before accessing or using the KidlatPeso Platform. This Privacy Policy contains important terms that affect your legal rights. It is understood that upon submission of the application form, you agree to be bound by the terms and conditions set forth therein, and is deemed to have given your consent to the collection, use, storage, analysis and manipulation of your data information accordingly. If you do not wish to be bound by these terms and conditions, you may choose not to continue with our Services.

1. J. Intellectual property

1. 1. Definition

Whether express or not, WeFund has intellectual property rights (including, but not limited to, trademarks, patents, copyrights, trade secrets, etc.) to information and content in all non-public domain areas of the KidlatPeso Platform. Such information includes, but is not limited to, text, graphics, software, audio, video, data, source code, platform architecture, proprietary technology, screen layout, web design and so on.

1. 2. Non-Infringement

It is the obligation of every user to respect intellectual property rights. User shall be liable to WeFund for all legal liability in the event of breach, such as damages.

1. K. Default

1. 1. When the behavior of a User is suspected to have violated laws and regulations or violated this Agreement and/or rules, WeFund has the right to take appropriate measures, including, but not limited to, direct blocking, deleting infringement information, or directly ceasing the provision of services to the User involved. If WeFund suffers any loss (including but not limited third party's claim, administrative penalty, etc.) caused by the negligence or intentional act of the User, the User shall compensate or indemnify WeFund for the losses suffered and/or the costs incurred, including the litigation costs, attorneys' fees, security fees, and other related expenses.

1. 2. User shall compensate WeFund in full and hold WeFund harmless from any claim or request for damage (including attorneys' fees) by any third party caused by the User’s breach of this Agreement, or of any agreement or document made or signed on the KidlatPeso Platform or by violation of any law or infringement of third party rights during the usage of the KidlatPeso Platform and Services.

1. 3. If WeFund violates the relevant laws and regulations or any terms of this Agreement and causes damage to the User, WeFund agrees to assume the liability for damages arising from such violation.

1. L. Communication and delivery

1. 1. Communication

For this Agreement and any other agreements, notices concerning the use by the User of his/her WeFund account and WeFund services, User agrees that the KidlatPeso Platform shall be allowed to communicate electronically through notices, emails, or other electronic means to User or by posting to the mailing address entered by the User at the time of registration. Electronic means include, but are not limited to, e-mail, SMS message, in-app notice or those that are published on the KidlatPeso Platform or partners’ websites, or through WeFund’s official social media accounts, etc.

1. 2. Delivery

If notice is made by means of publishing on the KidlatPeso Platform, the date of publication on the KidlatPeso Platform shall be deemed the date of delivery. Otherwise, other notices which are issued to User personally will be sent to the email address provided by the User at the time of registration, or intranet message delivered to the User’s personal account on the KidlatPeso Platform, or to the mobile phone number which the User provided to the KidlatPeso Platform after the registration, which shall be deemed to have been delivered upon issuance.

Please pay close attention to your e-mail, in-app message and mobile phone message. WEFUND is not liable for failure of information transmission and/or the late or non-receipt of such notices by reason of User’s own negligence.

1. M. Termination

This Agreement shall remain in force unless WeFund terminates this Agreement or the User applies for termination of this Agreement in accordance with standard WeFund procedure. WeFund has the right to terminate this Agreement or to restrict any User from using WeFund at any time without notifying the User.

1. N. Applicable laws and jurisdiction

Disputes arising from the provision of services by WeFund shall be governed by the laws of the Republic of the Philippines and by the courts with jurisdiction over WeFund’s principal office.

1. O. Miscellaneous

1. 1. Effectivity

This Agreement shall become effective as of the date on which Users show their consent of this agreement by ticking the relevant prompt or by providing their online signature and upon successful registration by them as a User of the KidlatPeso Platform. Unless WeFund terminates this Agreement or the User loses the qualification as a User of the KidlatPeso Platform, this Agreement will always be in effect. Termination of this Agreement shall not exempt the User from the pre-existing obligations and responsibilities under this Agreement or other relevant agreements and rules prior to such termination.

1. 2. Additional clause

There may be separate additional terms of service other than this Agreement in some sections or pages of WeFund. If these terms are in conflict, such additional terms in those sections and pages shall prevail. WeFund shall take efforts to ensure that Users shall be promptly notified of such additional clauses.

1. 3. Severability

If some of the terms of this Agreement are deemed invalid or unenforceable, the other provisions of this Agreement shall remain in force.

Annex I

USER ACCESSIBILITY TEST (UAT)

AGREEMENT

This USER ACCESSIBILITY TEST AGREEMENT (the “UAT”) is made and entered into by and between the parties as of the effective date of the Service Agreement (the “Effective Date”).

RECITALS

WHEREAS, WEFUND is in the process of developing and testing a financial technology platform known as Kidlat Peso, which is designed to provide exclusive cash loan services to Overseas Filipino Workers (OFWs).

WHEREAS, The platform aims to streamline the borrowing process by offering fast and simplified access to credit, thereby enabling the immediate provision of financial assistance to qualified individuals at any time and from any location.

WHEREAS, Kidlat Peso has not yet been launched to the general public and remains in a limited-access testing phase to gather user feedback and identify areas for improvement.

WHEREAS, the User has expressed interest in participating in the User Accessibility Testing (UAT) of the Kidlat Peso platform, with the intent to provide feedback, help identify usability issues, and contribute to the platform’s improvement;

WHEREAS, WEFUND intends to engage the User solely for the purpose of testing the Kidlat Peso platform, under specific conditions and limitations as outlined in this Agreement;

WHEREAS, both parties agree that participation in this UAT program does not imply commercial release, endorsement, or final product availability.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree to the following terms and conditions:

1. 1. Testing Only

The Kidlat Peso platform is being developed and made available to the User strictly for product testing and evaluation. It is not intended for public release or commercial deployment, and no representations should be made otherwise.

1. 2. Non-Commercial Use

The User agrees and acknowledges that the platform shall be used strictly for non-commercial purposes related to testing, as defined and authorized by WEFUND. The User shall not utilize the platform for any financial, operational, or commercial activities beyond the scope of the approved testing parameters.

1. 3. Feedback Obligation

The User agrees to provide timely, accurate, and constructive feedback to WEFUND, including but not limited to reporting system bugs, performance issues, user interface concerns, or suggestions for improvement. Such feedback shall be considered confidential and proprietary information of WEFUND.

1. 4. No Warranties or Guarantees

The Kidlat Peso platform is provided “as is” for testing. WEFUND does not make any warranties regarding functionality, reliability, availability, or suitability for any purpose during the UAT phase

1. 5. No Representation of Final Product

The User shall not, under any circumstances, present, market, or promote the Kidlat Peso platform as a final, fully developed, or publicly launched product. The User ackowledges that access to the platform is granted solely for the purposes of beta testing and evaluation, and that the platform remains in developmental and pre-release phase.

1. 6. Controlled and Limited Access

Access to the Kidlat Peso platform shall be strictly limited to designated test users as pre-approved in writing by WEFUND. The User agrees not to share login credentials, access tokens, or testing environments with any unauthorized individuals or third parties

1. 7. Data Protection and Security

The User agrees to implement and maintain appropriate administrative, technical, and organizational safeguards to protect any data accessed, transmitted, or generated during the use of the Kidlat Peso platform. This includes preventing unauthorized access, disclosure, alteration, or destruction of such data. In the event of any actual or suspected data breach, the User must immediately notify WEFUND and cooperate fully in any investigation or mitigation efforts.

1. 8. Use of Test Data

Any test data provided by WEFUND or generated within the platform during testing shall be used exclusively for testing purposes. The Userr shall not export, replicate, or use such data outside the scope of the agreed testing activities.

1. 9. Termination of Access

WEFUND reserves the right to revoke or suspend the User’s access to the Kidlat Peso platform at any time, with or without notice, in the event of a breach of these terms or for any other reason deemed necessary for the protection of the platform. Upon termination, the User shall immediately cease all use of the platform and return or destroy all related materials as instructed by WEFUND.

1. 10. Indemnification

The User agrees to indemnify, defend, and hold harmless WEFUND, its officers, employees, and affiliates from and against any and all claims, losses, damages, liabilities, costs, or expenses (including legal fees) arising from the User’s use of the Kidlat Peso platform in violation of these terms.

1. 11. Term and Termination

1. 11.1 This Agreement shall take effect on the effective date of the Service Agreement, upon execution of the parties,and shall remain in force and effect for the same duration, terminating concurrently therewith.

 

2. 11.2 This Agreement may also be terminated by mutual written agreement of both Parties, or by either Party for a material breach of this Agreement by the other Party.

 

3. 11.3 Termination of the Agreement shall not affect any rights or obligations of either Party that have arisen prior to the effective date of this Agreement.

 

4. 11.4 Despite the termination of this Agreement, the Parties shall store the transaction data and other relevant data in accordance with applicable laws and regulations. A Party shall promptly provide the other Party with access to relevant data that is necessary to solve any disputes and for other purposes as reasonably requested by the other Party, unless prohibited by law.

1. 12. Force Majeure

Neither party will be held liable for delays or failures in performance due to unforeseen circumstances beyond their control, such as acts of God, fire, strikes, or other force majeure events.

1. 13. Intellectual Property and Rights

1. 13.1 WEFUND owns and possesses the right, title and interests in and to all patents, trademarks, trademark registration, service mark registrations, trade names, copyrights, licenses, inventions, software, databases, know-how, Internet domain names, trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures and other intellectual property (collectively, “Intellectual Property”). This Agreement shall not be construed as a sale and does not convey to the User any rights of ownership in and to all the Intellectual Property of WEFUND in connection with this Agreement. WeFund retains perpetual ownership to all Intellectual Property.

 

2. 13.2 This Agreement does not constitute a trademark or service mark license. User acknowledges that:

 

1. a. the trademark and trade name of WEFUND and all trademarks and trade names derived from it, and the trademarks and other intellectual property rights in the Products (“Trademarks”) are the exclusive property of WEFUND its parent or one of its affiliated companies; and

 

2. b. User is not entitled, either by implication or otherwise, to any title in or use of the Trademarks. User shall further ensure that the employees engaged to discharge its obligations under this Agreement also comply with the provisions of Clause 10 (Intellectual Property & Trademark) of this Agreement.

1. 14. Anti Bribery

Each party to this Agreement hereby agrees that it shall not knowingly offer or give, or agree to give, to any employee, representative, or the third party acting on behalf of the other party, nor knowingly accept, or agree to accept, from any employee, representative or a third party acting on behalf of the other party, any unlawful payment, unlawful compensation and/or unlawful remuneration, be it monetary or other things of value, in connection with this Agreement. The parties shall promptly notify each other in writing if they become aware of any breach of this provision has occurred or may occur. Such notification must be submitted within three (3) working days via e-mail to  whistleblower@juanhand.com.

1. 15. Governing Law

This MEMORANDUM OF AGREEMENT shall be governed by and construed in accordance with the laws of the Republic of the Philippines.

1. 16. Entire Agreement

This Memorandum of Agreement constitutes the entire agreement between the parties and supersedes any prior understandings or agreements.

1. 17. Confidential Information

1. A. Each Party (the “Receiving Party”) agrees, during and following after the lapse of the Term of this Agreement for two (2) years, shall be obliged to treat as strictly confidential and shall not use for its own and/or other Party’s purpose(s) aside from as stated in this Agreement, any information related to the other Party (the “Disclosing Party”), members and/or customers including Information on the Disclosing Party’s business, trade secrets, Information with commercial value, all Information relating to Disclosing Party’s operations and affairs (“Information”) to which the Receiving Party may know as a result of this Agreement.

 

2. B. The Receiving Party shall not disclose such Information to any other party except if prior written approval has been obtained from the Disclosing Party.

 

3. C. Such prior written approval shall only be provided for information disclosures to which the Parties have agreed.

 

4. D. This provision shall not apply to any information consumed by the public domain other than through any breach on the Receiving Party or any third party’s part of this undertaking.

 

5. E. The Receiving Party agrees to undertake steps to ensure compliance with the requirements of the Disclosing Party secrecy provisions in the prevailing laws and regulations in The Philippines or any similar laws or regulations in other jurisdictions (as applicable).

 

6. F. The Receiving Party undertakes to the Disclosing Party to take all steps as necessary from time to time to ensure compliance with the provisions of this clause by its Affiliates, employees, agents, and sub-contractors.

 

7. G. Upon termination of this Agreement for any reason, the Receiving Party shall promptly destroy all Information in its possession and its copies (including all reports, analyses, and other documents incorporating part or all of the Information) or, at the Disclosing Party’s option, certify the destruction of the same, unless Applicable Laws require the retention.

1. 18. General Terms

1. A. Each Party shall not assign, transfer or otherwise subcontract all or any part of its rights or obligations under this Agreement, without the prior consent of the other Party.

 

2. B. Both Parties shall obtain in writing the prior approval and the consent of the other party before the release of any news item, article, publication, advertisement, prepared speech or any other information or material, pertaining to or related to any part or whole of this Agreement including but not limited to the Terms and Conditions of the terms to be performed under this Agreement. Such prior approval shall be sought in reasonable time.

 

3. C. This Agreement may only be amended or modified by a written document (addendum/amendment) signed by both Parties' authorized signatories.

 

4. D. If any provisions of this Agreement are held to be invalid, illegal or unenforceable, this will not affect the validity, legality or enforceability of the other provisions.

 

5. E. Nothing contained in this Agreement shall be construed to imply a joint venture partnership, employer/employee or principal/agent relationship between the Parties; and neither Party by virtue of this Agreement shall have the right, power or authority to act or create any obligation, express or implied, on behalf of the other Party. Neither shall this Agreement be construed to create rights, express or implied, on behalf of or for the use of any party, other than WEFUND, and User.

 

6. F. Failure of either Party at any time to require performance of any provision of this Agreement shall not affect the right to require full performance of the Agreement terms at any time thereafter, and the waiver by any Party of a breach of such provision shall not be taken or held to be a waiver of any subsequent breach or a nullification of the effectiveness of such provision.

 

7. G. The Parties represent that the provisions of this Agreement have been separately and jointly negotiated between the Parties and, therefore, if any conflicts arise between this Agreement and other standard business terms on WEFUND website and/or mobile application, the Service Agreement shall prevail.

1. 19. Acknowledgment and Execution

Each party acknowledges that they have read and understood this Agreement and agrees to abide by its terms and conditions. This Memorandum of Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one of the same documents. The parties also agree that electronic signatures, whether signed electronically or by sending a scanned copy to the other party, are acceptable for the purposes of this Agreement.

The User acknowledges and confirms that their participation in any lending-related activity with WEFUND, including but not limited to the testing of the Kidlat Peso platform, was undertaken voluntarily and independently. The User further affirms that no person or agency coerce, require, pressure, induce, or otherwise facilitate the User’s decision to apply for or obtain any loan or financial accommodation from WEFUND or any third party. This acknowledgment is made to ensure compliance with applicable laws and regulations governing OFW recruitment and the under this Agreement.

1. 20. Arbitration

Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be settled in accordance with the Rules of Arbitration of the Philippine Dispute Resolution Center, Inc. (PDRCI).

The seat or place of arbitration shall be Pasig City, Philippines. The arbitration proceedings shall be conducted in the English language. The arbitral tribunal shall be composed of one (1) arbitrator, unless the parties agree otherwise in writing.

The decision of the arbitrator shall be final and binding upon the parties, and judgment thereon may be rendered by any court of competent jurisdiction. Each party shall bear its own costs and expenses of arbitration, unless the arbitrator decides otherwise in the final award.

Nothing in this clause shall prevent either party from applying to a court of competent jurisdiction in Pasig City for interim or conservatory relief.