Terms and Conditions
Komunidad Web Application & Data Services
A. Data Policy
All data displayed or delivered thereon are for internal use of USER only and may not be published or made accessible to third parties without the prior written consent of KOMUNIDAD All data displayed or delivered is informative only, and KOMUNIDAD shall not be held responsible for USER’s reliance on and use of data obtained from the Services. Moreover, KOMUNIDAD shall not be liable for the USER’s inability to access the Services for reasons beyond the control of KOMUNIDAD. The following representations and conditions shall hereby apply: (a.1) The main source of Meteorological data is compiled from reliable public and private sources. It provides its services according to the accepted rules of meteorological science and technology. Due to the large number of factors affecting the weather, the actual weather conditions cannot always be reliably forecast. Likewise it is not possible to precisely reconstruct the weather in retrospect. Rather, these reliable public and private sources constitute forecasts or attempts at reconstructing historical weather conditions that are based on experience and certain probabilities. Deviations from the actual weather conditions cannot be avoided. (a.2) The main source of other natural disaster data is compiled from reliable public and private sources. It provides its services according to the accepted rules of science and technology. (a.3) KOMUNIDAD hereby expressly informs USER that parts of the Services provided are not official meteorological measurement, forecast, and natural disaster information issued and/or distributed by, for example, government authorities. If USER is dependent upon official meteorological measurement, forecast, and natural disaster information and/or is obliged to obtain such Services he may not be able to fulfill these requirements solely through the use of the Services provided by KOMUNIDAD.
The USER will indemnify, keep indemnified, and hold harmless KOMUNIDAD against all claims, suits, loss, damage and expense (including any legal and other professional expenses) incurred or suffered by KOMUNIDAD directly or indirectly arising (in whole or in part) from (b.1) any use, reproduction or distribution by the USER (or any person authorized or permitted by the USER) of any part of the Services (b.2) any use, misuse, or reliance upon the Services of KOMUNIDAD by USER (or any person authorized or permitted by the USER) and (b.3) any templates and/or formatting requirements of the USER infringing any third party rights. As soon as the USER becomes aware of any unauthorized use of any Services material by any employee or agent of the USER, the USER shall give KOMUNIDAD full written details of such use. USER agrees that KOMUNIDAD has no adequate remedy at law for violation of the provisions of this Section B, and that KOMUNIDAD shall be entitled to an injunction prohibiting any actual or threatened use of the Services material proscribed hereby.
C. Warranty and Disclaimer, Limitation of Liability
(c.1) THE SERVICES ARE PROVIDED “AS IS” EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT AND NEITHER KOMUNIDAD NOR ANY OF ITS LICENSORS WARRANTS THAT EITHER THE SERVICES WILL BE FREE FROM ERROR OR UNINTERRUPTED OR THAT SPECIFIC ITEMS OF INFORMATION/MATERIAL WILL BE AVAILABLE. FURTHER, NEITHER KOMUNIDAD NOR ANY OF ITS LICENSORS WARRANTS THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR UNCORRUPTED; KOMUNIDAD HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, KOMUNIDAD MAKES NO GUARANTEE OR WARRANTY AS TO THE ACCURACY OF ANY WEATHER FORECAST AND OTHER DATA PROVIDED BY ITS PARTNERS. (c.2) ANY LIABILITY ON THE PART OF KOMUNIDAD ARISING FROM ANY INACCURACY IN ANY WEATHER FORECAST AND OTHER DATA PROVIDED BY ITS PARTNERS (INCLUDING, WITHOUT LIMITATION, ANY LIABILITY WITH RESPECT TO THE USER’S ACTIONS IN RELATION TO WEATHER SITUATIONS AND OTHER NATURAL DISASTERS) IS HEREBY EXCLUDED (WHETHER SUCH LIABILITY ARISES DUE TO BREACH OF CONTRACT, TORT, UNDER ANY INDEMNITY IN THIS AGREEMENT OR FOR ANY OTHER REASON) SAVE IN THE EVENT THAT SUCH INACCURACY ARISES SOLELY FROM KOMUNIDAD’S NEGLIGENCE. (c.3) KOMUNIDAD FURTHER DISCLAIMS ALL LIABILITY FOR FAILURES, INTERRUPTIONS, OR BREAKDOWNS IN TELECOMMUNICATIONS OR NETWORK CONNECTIONS AND/OR END-TO-END CONNECTIVITY ACROSS THE INTERNET, TELECOMMUNICATIONS OR OTHER NETWORKS AND/OR PERFORMANCE PROBLEMS EXPERIENCED ON ANY INTERNET, TELECOMMUNICATIONS OR OTHER NETWORKS OUTSIDE KOMUNIDAD & PARTNER’S DIRECT CONTROL, INCLUDING LIABILITY RESULTING FROM ANY CORRUPTION OF DATA CAUSED BY THE FOREGOING. (c.4) EXCEPT UNDER THE INDEMNITY IN SECTION B, NEITHER PARTY SHALL BE LIABLE UNDER THIS AGREEMENT OR THE TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, STRICT LIABILITY OR OTHER THEORY: (c.4.1) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUSBSTITUTE GOODS, SERVICES OR TECHNOLOGY, OR LOSS OF BUSINESS; (c.4.2) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOST PROFITS, LOST REVENUE, LOST CONTRACTS OR USERS, AND LOSS OF OR DAMAGE TO GOODWILL, (EVEN IF THE PARTY CONCERNED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS IN ADVANCE), PROVIDED THAT THIS EXCLUSION WILL NOT APPLY TO ANY LOSS OF REVENUE OR PROFIT THAT WOULD OTHERWISE HAVE BEEN OBTAINED BY OR DUE TO KOMUNIDAD UNDER OR IN RELATION TO THIS AGREEMENT. (c.5) EXCEPT UNDER THE INDEMNITY IN SECTION B, EACH PARTY’S LIABILITY ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT AND IN RELATION TO ANYTHING WHICH THE PARTY CONCERNED MAY HAVE DONE OR NOT DONE IN CONNECTION WITH THIS AGREEMENT (AND WHETHER SUCH LIABILITY ARISES DUE TO BREACH OF CONTRACT, NEGLIGENCE OR FOR ANY OTHER REASON) SHALL BE LIMITED, IN RELATION TO ALL EVENTS OR SERIES OF CONNECTED EVENTS OCCURRING IN ANY GIVEN YEAR, TO (IN ADDITION TO ANY SUMS PROPERLY PAYABLE UNDER THIS AGREEMENT) AN AMOUNT EQUAL TO THE TOTAL CHARGES PAYABLE BY THE USER TO KOMUNIDAD FOR THAT YEAR (AND PROVIDED THAT IF A SERIES OF CONNECTED EVENTS SPANS MORE THAN ONE CALENDAR YEAR, FOR THE PURPOSES OF THIS CLAUSE THEY WILL ALL BE TREATED AS HAVING OCCURRED IN THE CALENDAR YEAR IN WHICH THE FIRST OF THE SERIES OCCURRED). (c.6) Nothing in this Agreement shall limit either party’s liability: (c.6.1) for fraud, (c.6.2) for death or personal injury caused by either party’s negligence or that of its servants or agents, or (c.6.3) in relation to any other liability which cannot be excluded or limited by applicable law.
D. Confidentiality and Data Protection
(d.1) Each party agrees and undertakes that, both during and after the term of this Agreement, it will keep confidential, will not use for its own purposes and will not without the prior written consent of the other party disclose to any third party (other than, in the case of KOMUNIDAD, to any company in the KOMUNIDAD group) any information concerning the business and affairs of the other (including the terms (but not the fact) of this Agreement) which may become known to such party in connection with this Agreement unless such information is public knowledge other than as a result of a breach of this paragraph, has been independently acquired from a third party without restriction on disclosure, or is required by law or any regulatory body or for the purposes of litigation by or against either party to be disclosed. For the purposes of this Agreement, the “KOMUNIDAD” shall mean KOMUNIDAD, any direct or indirect holding company of KOMUNIDAD and each subsidiary of KOMUNIDAD or of any such holding company.
E. Term & Termination
(e.1) This Agreement shall continue for the Initial Term and shall continue thereafter until terminated by either party giving to the other party in writing the amount of notice of two (2) months before the end of subscription. (e.2) This Agreement may be terminated immediately by either party giving notice to the other if: (a) the other commits a material breach of this Agreement and, if such breach is remediable, it is not remedied within 21 days of receipt of notice requiring remedy; (b) the other ceases or threatens to cease to carry on trading; or (c) the other becomes subject to any proceeding under any insolvency or bankruptcy law, makes an assignment for the benefit of creditors, sells all or substantially all of its assets, or becomes subject to a receivership. Upon the occurrence of any event described in this Section e.2 with respect to USER, all amounts due to KOMUNIDAD shall become immediately due and payable without notice or demand. (e.3) Termination of this Agreement will be without prejudice to any rights or liabilities of either party which have accrued prior to such termination.
(f.1) All of the terms that have been agreed to between the parties in relation to the supply and licensing of the Services contained in this Agreement. No other terms shall apply unless the parties expressly agree otherwise in writing. Each party acknowledges that, in entering into this Agreement, it has not relied on any representation made by the other party that has not been set out in this Agreement. (f.2) No amendments to this Agreement shall be effective unless in writing and signed by an authorized signatory on behalf of each party. (f.3) Neither party will be liable to the other under or in connection with this Agreement for any failures, interruptions, delays or other matters of a similar nature arising out of circumstances beyond its reasonable control. (f.4) Neither party shall assign, sub-contract, sub-license or otherwise transfer its rights or obligations under this Agreement without the prior written consent of the other party, not to be unreasonably withheld or delayed, save that: (a) KOMUNIDAD may assign or transfer all or any of its rights or obligations to any KOMUNIDAD group company at any time without prior notice to USER; and (b) KOMUNIDAD may sub-contract the performance of its obligations provided that KOMUNIDAD’s liability for the performance of its obligations shall not be affected. (f.5) The failure or delay by either party to enforce at any time any one or more of the terms or conditions of this Agreement shall not be a waiver of such rights or any other rights. (f.6) This Agreement is solely for the benefit of the parties hereto, and the provisions hereof shall not inure to the benefit of or be enforceable by any other party. (f.7) If any provision of this Agreement is held to be void or unenforceable in whole or in part, this Agreement shall continue in force in relation to the unaffected provisions and the remainder of the provision in question, and the parties will renegotiate the provision in good faith to achieve the same objects. (f.8) This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines. (f.9) All inventions, discoveries, data, technology, designs, innovations, improvements, and other intellectual property (whether or not patentable and whether or not copyrightable) shall be the sole property of KOMUNIDAD.