Terms of Use
Version 1.1 - July 29, 2015
Version 1.1 - July 29, 2015
Welcome to wspace.ph, an online service designed and offered by X-ACT ACTIVE CORE TECHNOLOGIES INC. ("X-Act"). These terms of use are intended to explain our obligations as a service provider and your obligations as a user and subscriber. IT IS IMPORTANT THAT YOU READ ALL THE TERMS AND CONDITIONS CAREFULLY.
If you use this web application (webapp), you are agreeing to be bound by these Terms of Use without any modification or qualification. IF YOU ARE DISSATISFIED WITH THE TERMS, CONDITIONS, RULES, POLICIES, GUIDELINES OR PRACTICES OF OPERATING OUR SERVICE, UNLESS EXPRESSLY SET OUT IN THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE. If for any reason you are unable to meet all the conditions set forth under this agreement, or if you breach any of the Terms of Use contained herein, your permission to use the wspace.ph or access any of the Services (defined below) offered by them immediately lapses and you must destroy any materials downloaded or printed from wspace.ph.
X-Act offers a number of Services in addition to the service offered via wspace.ph (“Additional Services”), and so please note that additional terms may apply. When you use an Additional Service, you also will be subject to the terms and conditions applicable to that specific Additional Service ("Specific Additional Service Terms"). Note that if these Terms of Use are inconsistent with the Specific Additional Service Terms, those Specific Additional Service Terms will control.
X-Act reserves the right to modify or change these Terms of Use at any time without giving prior notice. We shall, however, notify you of significant changes by posting an announcement on the Site and by sending you an email. Your use of the wspace.ph is subject to the most current Terms of Use posted on the Site at such time. The most current version can be reviewed at www.wspace.ph/terms-of-use.html
The following terms shall have the following meaning throughout the Terms of Use.
X-Act grants you a non-exclusive, non-transferable limited license to use wspace.ph and related resources in accordance with these Terms of Use. You agree not to infringe our intellectual property and the intellectual property of any third parties with whom we have partnerships, and you will comply with the terms of any applicable license agreements.
You acknowledge that you must provide for your own access to the World Wide Web and pay all costs associated with such access and with the use of the Services, as well as procure all equipment that is necessary in order to access the World Wide Web and use the Services, including but not limited to a computer, a modem, a printer, and in some cases a mobile device, tablet computer or other equipment. You shall also be responsible for the maintenance of such equipment.
You agree that any notices, disclosures, agreements and other communications that we may deliver or communicate to you from time to time comply with the terms of any applicable electronic documents legislation, including the requirement that such documents be in writing, are capable of being retrieved, reviewed, printed and stored for further use by you.
Subscribers may provide password access to authorized users on certain features of wspace.ph. An authorized user is a user designated by you via request to X-Act’s technical support staff or via the User Management functionality available in the web app. Such authorized users may have access to the information and perform various tasks as instructed by the subscribers which include but not limited to managing and sharing files, processing billing, collection and other financial transactions, and any other lawful tasks that the subscriber may prescribe. If you administer your wspace.ph account on behalf of a business or corporation, you represent and warrant that you have the right to provide passwords and access credentials to your users.
X-Act may, without notice or liability, add, discontinue or revise any aspect, mode or design of the Services which include but not limited to the scope of service, time of service, or to the software/hardware required for access to the Services. X-Act may also limit the geographic locations or jurisdictions where certain Services may be available.
Without prejudice to the foregoing, should there be a failure of or error, omission, defect, deficiency, delay causing downtime, or inability of a subscriber to access the Services for any length of time, including as a result of the permanent termination of service, the subscriber acknowledges and agrees that, except as otherwise set out herein, its only remedy for any error, omission, defect, deficiency, delay or other failure of the wspace.ph or the Services whatsoever is to discontinue using the wspace.ph and the Services.
Password Confidentiality
The subscribers and the users shall be responsible for maintaining the confidentiality of their usernames and password, and the subscriber will be responsible for all activities performed under their passwords, as well as unauthorized use.
Data Correctness
You assume sole responsibility for and shall ensure that any information, data, documents or materials used, disclosed, entered into or created using wspace.ph or in connection with the Services is accurate, reliable and complete and does not violate our content guidelines. You represent and warrant that you have obtained all required consents and comply with all applicable legislation, including without limitation privacy legislation, in connection with any use and disclosure of information relating to the use of wspace.ph and the Services. X-Act accepts no responsibility for the accuracy of any information, data, documents or materials entered into or created using wspace.ph or the Services except as otherwise set out herein. The input, posting or uploading of any information and the storage of any information, data, documents or materials on the Service by us does not constitute our endorsement nor warranty as to the compliance of such information or materials with applicable legislation, nor to the accuracy, timeliness, materiality, completeness, or reliability of such information or materials.
You agree to use wspace.ph and the Services for the purposes that they were intended and only in accordance with the terms of this agreement.
If you register an account, you agree, represent and warrant that you will provide us with true, current, complete and accurate information requested in the registration form and from time to time in connection with your use of wspace.ph. Your registration for any of the wspace.ph constitutes consent to use any personal information which you provide us in such registration for the purposes set out in our Privacy Policy and for all uses ancillary thereto for which your consent may reasonably be implied. You also will select a username and password. You are responsible for keeping your user name, password, account details, and all information required in connection with your use of wspace.ph (eg. client information if you use the Client Portal) confidential and up to date. If you are not the business owner and are registering an account on behalf of a business, you represent and warrant that you have been authorized and directed by your business's principals to open the account and that you have shared all user names, passwords and access credentials with other authorized representatives in your business and that you have provided us with the business contact information of at least one other person. If you leave the business and your business's principal contacts us we may be required to provide access to the wspace.ph account. You agree to hold harmless and release the X-Act Parties from any liability if we do so.
Furthermore, you are entirely responsible for any activities that occur under your account. You agree to notify us immediately of any unauthorized access to or use of your account. You agree to hold harmless and release the X-Act Parties from any loss or liability whatsoever that you may incur as a result of someone other than you using your username, password or account, either with or without your knowledge. You agree to indemnify the X-Act Parties for any damages, third party claims or liabilities whatsoever that we may incur as a result of activities that occur on or through your account, whether or not you were directly or personally responsible.
We are responsible for the security of Cardholder Data that is collected, transmitted, stored, or processed by Us on Your behalf. “Cardholder Data” is defined as being the cardholder’s primary account number, and where a full unmasked card number is present, any of the cardholder name, expiration date, and/or service code. X-Act has developed strict security features to protect Cardholder Data, and as such it is required that this data only be used in anticipated ways and stored in appropriate places. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE PROHIBITED FROM ENTERING CARDHOLDER DATA INTO ANY FORM OR DATA ENTRY FIELDS IN wspace.ph, EXCEPT INTO THOSE FIELDS INTENDED SOLELY FOR THAT PURPOSE (i.e. where wspace.ph explicitly requests such data be entered into such fields). Appropriate fields are clearly marked with labels such as ‘Card number’ or by having a credit card icon precede them. For clarity, it is not permissible to store cardholder data in fields with labels such as ‘memo’ or ‘note’. Similarly, excluding payment forms, you must never enter CVV2 data into any fields in wspace.ph. You assume all responsibility for any cardholder data entered into wspace.ph in violation of this Agreement.
In the event that a user is required to download or use software in connection with the Services (e.g. the Mobile Meter Reading Application for Android, Print Server, etc.), he or she shall be unable to download and access such software unless he or she first agrees to the license agreement relating to such software. Use of any such software is governed by these Terms of Use and any such license agreement.
X-Act and its licensors and suppliers own both the proprietary rights as well as the intellectual property rights to all URLs, materials, products, web content, webpage designs, webpage layouts, images, text, tools, utilities and software that make up the Services, but excluding your data and information which you provide to us or input using wspace.ph and the Services. The technical procedures, processes, concepts and methods of operation that are inherent within wspace.ph constitute trade secrets. The usage of our Services does not constitute a sale or transfer of any intellectual property rights to the users. Without any prejudice to the foregoing, any information or data entered using wspace.ph by a user or otherwise provided for accessing wspace.ph on the user's behalf shall at all material times remain the property of the user. The user hereby grants to X-Act a worldwide, perpetual, royalty free, non exclusive right and licence to use all content provided by the user in connection with wspace.ph and the Services for uses related to the delivery of the Services.
Materials on and relating to wspace.ph, including the content of wspace.ph and any software downloaded from wspace.ph, are protected by copyright, trade-mark and other intellectual property laws. Subject to your ownership of your user content and data, X-Act reserves all rights in and to such materials. The subscriber will not make store, download, transfer, sell, reproduce, redistribute, transfer to any other server, modify, reverse engineer or copy the Services or any of the materials or software or any part of wspace.ph or any content therefrom without X-Act's express written consent. You will also take all reasonable steps to forestall any unauthorized use, copying or transfer of materials on or relating to wspace.ph.
Notwithstanding the above, you may, subject to the following conditions, use individual screen displays (screenshots) which you generate as a subscriber using the Services. Your use of screenshots is subject to the following:
X-Act has rights to several trade-marks which it uses in connection with the operation of wspace.ph. X-Act does not grant the users any right or license to use X-Act or wspace.ph trade-marks or any logo, trade-name or other intellectual property other than as expressly set out herein and in other licenses between you and us.
The users shall access the information stored using the Services for lawful purposes only and may not use such information for the purpose of committing or furthering fraudulent acts or for committing any acts that would give rise to both or either civil and criminal liability.
The users agree not to publish, post, upload, distribute, provide or enter any material or information that is illegal, unlawful or can be regarded as fraudulent, libelous, malicious, threatening, offensive, profane, obscene, fanning ethnic or racial tensions, immoral or any such information which any reasonable person would consider objectionable on grounds of good conscience.
No user shall use any means to restrict or prevent another user from accessing or enjoying wspace.ph.
No user shall be permitted to upload material into wspace.ph that he or she ought to know infringes on the intellectual property of others, or upload material that places unnecessary load as to affect the performances of our websites, systems and equipment. You may not use wspace.ph and the Services in a manner which could block access to, impair, damage or otherwise disable wspace.ph or any of our servers. You may not attempt to gain unauthorized access to wspace.ph or to any other user's accounts, computer systems or networks through password miming, keystroke logging, hacking or any other means. You will not upload any files that contain viruses, Trojan horses, malware, spyware, worms, corrupted files or any other material or software that may damage the operation of other computers. Any and all materials uploaded are subject to applicable laws.
No user shall lease, sell, pledge, sublicense, assign or otherwise deal with the software belonging to X-Act in a manner that is inconsistent with our intellectual property rights over the software.
No user shall promote any commercial interest, falsify or delete any information on wspace.ph, collect personal information without express authority to do so, violate any applicable laws, create a false identity or utilize wspace.ph under false pretences.
THE SUBSCRIBERS AND THE USERS HEREBY AGREE TO RELEASE, REMISE AND FOREVER DISCHARGE THE X-ACT PARTIES FROM ANY AND ALL MANNER OF RIGHTS, LOSSES, COSTS, CLAIMS, COMPLAINTS, DEMANDS, DEBTS, DAMAGES, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS AND DISBURSEMENTS OF ANY NATURE WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY LOST PROFIT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES (COLLECTIVELY, A "CLAIM") WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED WITH (I) THIS AGREEMENT; (II) THE USE OF wspace.ph AND ITS SERVICES AND ANY RELATED APPLICATIONS INCLUDING THE PRO NETWORK AND THIRD PARTY SERVICES; (III) THE USE OF ANY SOFTWARE RELATED TO wspace.ph; (IV) VIRUSES, SPYWARE, SERVICE PROVIDER FAILURES OR INTERNET ACCESS INTERRUPTIONS; (V) LOSS OF USE, LOSS OF DATA, ERROR, INACCURACY OF DATA, PAYMENT FAILURE, PAYMENT DEFECT, INACCURATE CALCULATIONS (EXCEPT AS OTHERWISE SET OUT HEREIN), DOWNTIME, IDENTITY THEFT, FRAUD OR UNAUTHORIZED ACCESS; OR (VI) ANY INFORMATION, DOCUMENT, MATERIALS, TOOLS, UTILITIES, PRODUCT OR DATA THAT RELATING TO THE USE OF wspace.ph AND THE SERVICES; WHETHER SUCH CLAIM IS BASED IN CONTRACT OR TORT OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM, OR SUCH CLAIM WAS REASONABLY FORESEEABLE AND NOTWITHSTANDING THE SUFFICIENCY OR INSUFFICIENCY OF ANY REMEDY PROVIDED FOR HEREIN OR IN ANY LICENSE.
FOR GREATER CERTAINTY, IN NO EVENT SHALL WE (AND OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SITE OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, wspace.ph AND SERVICES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE, MISUSE, ERROR, OR LOSS OF DATA ARISING FROM SUCH ACCESS AND USE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO TEN THOUSAND PESOS (PHP 10,000.00). YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.
EXCEPT IN THE MANNER PROVIDED FOR IN THESE TERMS OF USE, X-ACT, ITS LICENSEES, AFFILIATES, AND THIRD PARTY SERVICE PROVIDERS, DISCLAIM, AND EXPRESSLY DO NOT PROVIDE ANY DIRECT OR INDIRECT, EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO TITLE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, OR MERCHANTABILITY OR MERCHANTABLE QUALITY; OR THAT wspace.ph, THE SERVICES, ANY THIRD PARTY SERVICES AND ONLINE SERVICES, AND ANY CONTENT, MATERIALS, TOOLS, UTILITIES, SOFTWARE AND FUNCTIONALITY WILL: (I) BE FIT OR SUITABLE FOR ANY SPECIFIC PURPOSE OR INTENDED USE; (II) MEET THE USERS' REQUIREMENTS AND EXPECTATIONS; (III) BE UNINTERRUPTED, FLAWLESS, TIMELY, ACCURATE, RELIABLE, SECURE OR ERROR FREE, OR; (IV) BE FREE OF VIRUSES OR OTHER HARMFUL ELEMENTS. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT wspace.ph AND THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS AND YOU AGREE TO USE wspace.ph, THE SERVICES, ANY THIRD PARTY SERVICES AND ONLINE SERVICES, AND ANY CONTENT, MATERIALS, TOOLS, UTILITIES, SOFTWARE AND FUNCTIONALITY RELATED TO wspace.ph AT YOUR OWN RISK. YOU AGREE TO DETERMINE THE SUITABILITY OF wspace.ph AND SERVICES FOR YOUR INTENDED USE AND AGREE TO VERIFY ALL RESULTS OBTAINED USING wspace.ph AND THE SERVICES.
X-Act may terminate this agreement and your use of wspace.ph at any time without notice if you breach any of these terms. Subscribers may use wspace.ph on an at-will basis until the agreement has been terminated by either party pursuant to the terms of this agreement or any related license agreement. The following are the ways in which the agreement between a subscriber and X-Act may be terminated.
Upon such termination, you must immediately cease using wspace.ph indefinitely. We may at our option immediately block your access to wspace.ph.
You own all of your business's private data, content and all information which you enter and use in connection with the Services. We do not claim any rights, proprietary or otherwise over any data or information which you may use or disclose in connection with the Service and wspace.ph. Notwithstanding the above, there may be circumstances in which we may be required to disclose data, such as the following:
If we are required to disclose your data or information, we will use our best efforts to provide you with reasonable notice in the circumstances and if appropriate the right to challenge any such request. X-Act’s Privacy Policy sets out in greater detail how we strive to protect your privacy and limit disclosure of your personal information.
You may when using our Site and Services be directed to websites maintained by other third party service providers.
Some of the functionality of the Services and wspace.ph interoperate with, and are highly dependent upon, application programming interfaces (APIs) from third parties, such as Google and Yahoo!. If at any point such third party services cease to make themselves or their APIs available to us on reasonable terms, we may cease to provide those third party services without entitling you to a refund, credit or other compensation.
Your only recourse shall be to stop using wspace.ph and the Services. In addition, if you authorize us to do so, we may grant third parties access to some or all (depending on the permission you give) of your private data, content and information through our own API for use in connection with their services.
You acknowledge that such sites and services are completely independent of wspace.ph and as we have no control over them, we accept no liability in respect of your use, ability or inability to use them or any of the content of such sites. In addition, we may at any time in our discretion and without notice to you, discontinue providing our API to such third party services.
You acknowledge that any use of the products and services offered by such third party services providers (eg. for the purposes of payment processing, direct deposit services, payroll tax return preparation, filing and government remittances) will be at your sole risk. You acknowledge that use of such third party service providers and their websites and services is, except where prohibited or modified by applicable law, subject to the terms, conditions and policies established by the third party service providers. You expressly hold us harmless and hereby release us from any liability whatsoever whether arising out of contract, tort or otherwise for and from any Claims (defined below) arising out of your use of, or inability to use, the products and services of third party service providers whether or not such use is ancillary to your use of wspace.ph. The availability of such third party services in connection with wspace.ph does not constitute an endorsement, warranty, or representation as to the fitness, suitability, merchantability, title, non-infringement, quality, or accuracy of the third party provider or its products or services.
The subscriber and the user acknowledge that we may retain a copy of his/her/its transactional information gathered through the use of wspace.ph and other information uploaded on the subscribers account. We may in certain circumstances export user information. We shall not share personal information with anyone except in the manner provided in our Privacy Policy.
Neither party should be held liable for a delay or failure in performance of the agreement for services caused by reason of any occurrence of unforeseen event beyond its reasonable control, including but not limited to, acts of God, natural disasters, power failures, server failures, third party service provider failures or service interruptions, embargo, labour disputes, lockouts and strikes, riots, war, floods, insurrections, legislative changes, and governmental actions. The party so affected by the unforeseen event shall be so excused on a day-to-day basis for the period of time equal to that of the underlying cause of delay.
All provisions of these Terms of Use are, notwithstanding the manner in which they have been grouped together or linked grammatically, are severable from each other. If any of these Terms of Use should be determined to be unenforceable the remaining Terms of Use shall survive and remain in full force and effect and continue to be binding and enforceable.
The laws of the Philippines shall govern this Agreement, and all matters arising out of or relating to this Agreement.
Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be settled amicably, as far as practicable, through friendly consultation by the parties. In the event that the parties are unable to settle such dispute or controversy to their mutual satisfaction within thirty (30) days of its submission in writing by one party to the other, then such dispute or controversy shall be submitted, upon written request of either party, to an arbitration, in accordance with the Philippine law on arbitration.
In the event of any legal action or dispute arising from this Agreement, CONTRACTOR and CUSTOMER both agree to submit to the jurisdiction of the courts of Makati City to the exclusion of all other courts and expressly waive other venues.
Websites under wspace.ph (www.wspace.ph, ws.wspace.ph, etc.) and the names X-Act and wspace.ph are property of X-Act Active Core Technologies, Inc. a company incorporated in the Philippines.
You and we expressly acknowledge and agree that this agreement and all related agreements, schedules, materials, licenses and policies be drafted in the English language only.
X-Act's Privacy Policy is hereby incorporated into this Agreement and applies to the collection, use, disclosure, retention, protection and accuracy of your personal information and your business' financial information (the "Information") collected for the purposes of the Services offered through our website. The Privacy Policy is based on applicable legislation as well as internationally recognized privacy principles, and may be updated from time to time.
Subscribers and users are responsible for maintaining the confidentiality of their usernames, passwords and other access credentials which allow them use wspace.ph and access the Services.
No delay or omission to exercise any right or remedy accruing upon any breach or default hereunder shall impair any such right or remedy nor be construed as a waiver of any such breach or default or of any similar breach or default thereafter occurring, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right or remedy. No waiver (or consecutive waivers) of any single breach or default shall operate or be construed as a waiver of any subsequent breach or default.