Agreement

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY:

This "Agreement" contains the terms and conditions governing and applicable to the use of the website identified as www.onebandila.com

This Agreement is entered into by and between VASCOMTREND ENTERPRISES INC., (hereinafter referred as "VASCOM") the registered and lawful owner of the website www.onebandilla.com (hereinafter called the "Site" ) and you as "User" thereof.

1. Application of and Acceptance of Terms and Conditions.

1.1 "User" defined. A "User" is defined as any person who accesses the Site for whatever purpose and regardless of the nature, kind and classification of registration of said User. A "User" includes the person using this Site and any legal entity which may be represented by such person under actual or apparent authority.
1.2 Acceptance of the Terms and Conditions. By accessing or using the Site, User is deemed to have bound , obliged , agreed and accepted all the terms and conditions set forth herein for the use and access of the Site , its upgrade, modification, addition or change of the same
1.3 Application to Platinum Services. As defined hereunder, this Agreement applies to each Platinum Service in addition to any terms and conditions that may be applicable to such specific Platinum Service provided, however, that (a) in the event of any conflict or inconsistency between any provision of the terms and conditions that may be applicable to such Platinum Service and any provision of this Agreement, such conflict or inconsistency shall (except as otherwise expressly provided or agreed) be resolved in a manner favorable to VASCOM and/or its affiliates; and (b) only to the extent that such conflict or inconsistency cannot be so resolved, the provisions of the terms and conditions applicable to such specific Platinum Service shall prevail.
1.4. Amendments . VASCOM may amend this Agreement at any time by posting the amended and restated Agreement on the Site. The amended and restated Agreement shall be effective immediately upon posting. Continued use of the Site shall be deemed to be acceptance of the amended terms. This Agreement may not otherwise be modified, except in writing by an authorized officer of VASCOM.

2. Platinum Services.

2.1. Right of Access. Limitations. User shall have free access to the Site with all its features except that VASCOM reserves the right, without prior notice, to restrict access to certain areas or features of the Site ("Platinum Services") to paying Users or Users who undergo a specific registration process. Access to and use of these Platinum Services are governed by additional terms and conditions under separate agreements in addition to this Agreement.
2.2. Right to Deny. VASCOM reserves its right to deny Platinum Services to any User when it is legally necessary to protect its interest.

3. Use of the Site.

3.1 Permissible Use of the Site. The Site shall be use for personal or internal purposes only and shall not copy, reproduce or download any information, text, images, video clips, directories, files, databases or listings available on or through the Site for commercial purposes or re-distributing the Site's content for whatever reason , mass mailing (via emails, wireless text messages, physical mail or otherwise), or operating a business that competes with the Site. Systematic retrieval of the Site's Content, through any means, to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from VASCOM is prohibited. In addition, use of the content or materials for any purpose not expressly permitted in this Agreement is prohibited.
3.2 Third Party Content or Display. Some of the Content displayed on the Site is provided or posted by third parties ("Third Party Content"). The Site or VASCOM is not the author of third-party content, whether contributed by anonymous users or paid content providers. Neither VASCOM nor any of its affiliates, directors, officers or employees has entered into any sales agency relationship with such third party by virtue of its display of the Third Party Content on the Site. Any Third Party Content is the sole responsibility of the party who provided the content. VASCOM is not responsible for the accuracy, propriety, lawfulness or truthfulness of any Third Party Content, and shall not be liable to any User in connection with such User's reliance of such Third Party Content. In addition, VASCOM is not responsible for the conduct of any User's activities on the Site, and shall not be liable to any person in connection with any damage suffered by any person as a result of such User's conduct.
3.3 Use of Third Party Content. VASCOM or the Site may allow Users access to content, products or services offered by third party hyperlinks (in the form of word link, banners, channels or otherwise) to such Third Party's web site. You are cautioned to read such sites' terms and conditions and/or privacy policies before using such sites in order to be aware of the terms and conditions of your use of such sites. User acknowledges that the Site has no control over such third party's web site, does not monitor such sites, and VASCOM shall not be responsible or liable to anyone for such web site, or any content, products or services made available on such a website.
3.4 Permissible Messages or Information . Messages or information sent to the Site by a User through any communication systems shall not contain any of the materials described in the provisions of Section 5.5 below.
3.5. Right to Limit, Deny or Create Different/ New Access or Features . The Site or VASCOM reserves the right to limit, deny or create different access to the Site and its features with respect to different Users, or to change any of the features or introduce new features without prior notice. User acknowledges that inability to use the Site wholly or partially for whatever reason may have adverse effects on its business. User hereby agrees that in no event shall VASCOM be liable to the User or any third parties for any inability to use the Site (whether due to disruption, limited access, changes to or termination of any features on the Site or otherwise), any delays, errors or omissions with respect to any communications or transmission, or any damage (direct, indirect, consequential or otherwise) arising from the use of or inability to use the Site or any of its features.
3.6. Unauthorized Access to Computer Systems. No User shall undermine the integrity of the computer systems or networks used by the Site or VASCOM and/or any other User. No User shall attempt to gain unauthorized access to such computer systems or networks.
3.7 Privacy Policy. User shall read the Site's Privacy Policy which governs the protection and use of User's information in the Site 's possession. User accepts the Privacy Policy and any updates and amendments thereto. User acknowledges that VASCOM may change the Privacy Policy from time to time provided that VASCOM or the Site shall make available the updated version of the Privacy Policy on the Site at all times. Continued use of the Site shall be deemed acceptance of the Privacy Policy which is then displayed on the Site at the time of such use.
3.8 Violation of Intellectual Property Rights. User shall not infringe the intellectual property rights of others. The Site or VASCOM will terminate the accounts of members or users who infringe the copyrights, or other intellectual property rights, of others. VASCVOM reserves the right to terminate the account and the rights of the user upon any single infringement, if it believes that User's conduct is harmful to the interests of the Site or VASCOM , its affiliates, or other users, or for any other reason in VASCOM's sole discretion.

4. Registered Users.

4.1. Registration. Any person who has filled out an on-line registration form on the Site by giving its information (such as name, address, telephone and fax number, email address, details of its business, etc.) is a registered "User" of the Site (a "Registered User"). The Site will establish an account ("Account") for each Registered User and each Registered User will be assigned a user alias ("User ID") and password ("Password") for log access to its own Account.

4.2. Assignment of web e-mail Account .VASCOM may assign a web-based email account with limited storage space for the User to send e-mail (the "Email Account"). The User shall be responsible for all users and the content of all the messages communicated through the e-mail Account, as well as the consequences of any such message.
4.3 Authority to Bind Business Entity . If the Registered User is a business entity, User represents that (a) it has the authority to bind the entity to this Agreement; (b) the address of the business entity is the principal and current place of business (c) that said business entity has been registered and/or authorized to do business and was issued business license and tax identification, and (d) all other information submitted to the Site during the registration process is true, accurate, current and complete . A branch or representative office will not be considered a separate entity and its principal place of business will be deemed to be that of its head office.
4.4 Inclusion in the Global Buyer Database. Registered User consents its inclusion of its personal data in VASCOM's or the Site's Global Buyer Database and authorize the same to share such information with other Users.
4.5 Termination of User's Account. The Site may suspend or terminate a Registered User's Account or Email Account at any time by giving no less than 24-hour notice to the Registered User; provided, however, that notice is not required for such termination if (a) in VASCOM's determination, there is any breach of the provisions of this Agreement by the Registered User; or (b) VASCOM has reasonable grounds to suspect that such information provided by a Registered User is untrue, inaccurate or is not current or complete, or (c) VASCOM believes that the Registered User's actions may cause financial loss or legal liability to such Registered User, the Sites' other Users, or VASCOM or its affiliates.
4.6 Use of e-mail Account. The Registered User shall not use the Email Account for junk mail, chain letters or spamming or the transmission of any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature. Further, the Registered User shall not use the Email Account to publish, distribute, transmit or circulate any unsolicited advertising or promotional information or any content that is obscene, indecent, seditious, offensive, defamatory, threatening, or which incites or results in causing racial hatred, discrimination, menace or breach of confidence.
4.7 Transfer of Account , ID or Passwords. A Registered User may not sell, attempt to sell, offer to sell, give, assign or otherwise transfer an Account, User ID or Password to a third party without the prior written consent of VASCOM . It may suspend or terminate the Account of a Registered User or the transferee of a Registered User in the event of a sale, offer to sell, gift, assignment or transfer in violation of this Section.
4.8. Right to Deny Registration and Issuance of Account. Notwithstanding Section 4.1 above,. VASCOM may refuse registration and deny the issuance of an Account and/or Email Account and associated User ID and Password to any User for whatever reason.

5. Users Who Post Information on onebandila.com

5.1. Right to Post Information. Only Registered User shall be allowed to post information on the Site using the self-help submit and edit tools provided through the Site. Status of a Registered User is governed by the provisions of Section 4 above.
5.2 No Agency Relationship. No sales agency relationship is created between any Users and VASCOM or its affiliates, directors, officers or employees by virtue of VASCOM's or the Site's display of any of the User's information on the Site or in any Site transactions.
5.3 User's Warranties as to Information. User represents, warrants and agrees to (a) provide with true, accurate, current and complete information to be displayed on the Site and (b) maintain and promptly amend all information to keep it true, accurate, current and complete. Each User hereby grants an irrevocable, perpetual, worldwide and royalty-free, sublicensable (through multiple tiers) license to the Site to display and use all information provided by such User in accordance with the purposes set forth in this Agreement and to exercise the copyright, publicity, and database rights you have in such material or information, in any media now known or not currently known.
5.4 User's Warranties as to Authority to Use Third Party's Property Rights. . User hereby represents, warrants and agrees that it does not violate third party proprietary right and that it has obtained all necessary third party's copyright, trademark trade secret or patent licenses and permissions, or such other licenses or permissions as may be required in connection with any other personal or proprietary rights of any third party (including but not limited to rights of personality and rights of privacy), for any material or information it posts on the Site or provides to the Site or authorizes the Site or VASCOM to display. User represents; warrants and agrees that it has the right to manufacture, offer, sell, import and distribute the products it offers and displays on the Site, and that such manufacture, offer, sale, importation and/or distribution of those products violates no Third Party Rights.
5.5. User's Warranties as to Contents of Information. Each User hereby represents, warrants and agrees that information submitted to the Site for display on the Site shall not:
a. contain fraudulent information or make fraudulent offers of items or involve the sale or attempted sale of counterfeit or stolen items or items whose sales and/or marketing is prohibited by applicable law, or otherwise promote other illegal activities;
b. be part of a scheme to defraud other Users of the Site or for any other unlawful purpose;
c. relate to sale of products or services that infringe or otherwise abet or encourage the infringement or violation of any third party's copyright, patent, trademarks, trade secret or other proprietary right or rights of publicity or privacy, or any other Third Party Rights;
d. violate any applicable law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti- discrimination or false advertising);
e. be defamatory, libelous, unlawfully threatening or unlawfully harassing;
f. be obscene or contain or infer any pornography or sex-related merchandising or any other content or otherwise promotes sexually explicit materials or is otherwise harmful to minors;
g. promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
h. contain any material that constitutes unauthorized advertising or harassment (including but not limited to spamming), invades anyone's privacy or encourages conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any law or regulation;
i. solicit business from any Users in connection with a commercial activity that competes with the Site or the business of VASCOM.
j. contain any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information;
k. link directly or indirectly to or include descriptions of goods or services that are prohibited under this Agreement;
l.. violate any provision in the Product Listing Policy;
m. otherwise create any liability to VASCOM or its affiliates.

5.6 Right to Remove Displayed Materials and to Disclose User's Identity . VASCOM or the Site reserves the sole discretion to remove any material displayed on the Site which it reasonably believes is unlawful, violates Section 5.6. , could subject the Site to liability, violates other provisions of this Agreement or is otherwise found inappropriate in VASCOM's opinion. It shall cooperate fully with government authority/agency , private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing and may disclose Users identity and contact information, if requested and VASCOM or the Site shall not be liable for damages resulting thereof. In connection of the foregoing, VASCOM or the Site may suspend or terminate the Account of any User. User agrees that VASCOM shall have no liability whatsoever to User for any and all actions provided herein. Instead, User shall bear all the risks as a consequence for any and all action taken by VASCOM.

6. Transactions between Buyers and Suppliers

6.1 Information Exchange Web-based Platform. No agency relationship. The Site provides an electronic web-based platform for exchanging information between buyers and suppliers of products and services. The Site or VASCOM is neither an agent of the seller nor the buyer in any Site transaction and does not charge any commissions for the completion or consummation thereof. Resultantly, the Site does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the products or services offered for sale on the Site or the ability of the suppliers to complete a sale or the ability of buyers to complete a purchase.
6.2 User's Beware ( Caveat Emptor). Users are hereby made aware that there may be risks of dealing with people acting under false pretenses. The Site or VASCOM uses several techniques to verify the accuracy of the information our users provide us when they register on the Site. However, because user verification on the Internet is difficult, the Site cannot and does not confirm each User's purported identity (including, without limitation, Trade Pass Members and Gold Suppliers) user is encouraged to use the various tools available on the Site, and to diligently evaluate the person with whom it is dealing with..
6.3. User's Assumption of Transaction Risk User fully assumes the risks of Site purchase and sale transactions and that it assumes consequential risks of liability or harm in connection with subsequent activity of any kind relating to products or services subject of Site transactions. The risks shall include, but are not limited to, mis-representation of products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective or dangerous products, unlawful products, delay or default in delivery or payment, cost mis-calculations, breach of warranty, breach of contract and transportation accidents. The risks also include the risks that the manufacture, importation, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Site may violate or may be asserted to violate Third Party Rights, and the risk that User may incur costs of defense or other costs in connection with third parties' assertion of Third Party Rights, or in connection with any claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants.The risk also include the risks that consumers, other purchasers, end-users of products originally obtained by Users of the Site as a result of Site purchase and sale transactions , may suffer harm or injuries and/or assert claims arising from the use of such products. Each User agrees that VASCOM will not be liable or responsible for any damages, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise a result of or in connection with any of the foregoing risks.
6.4. User's Responsibility to Transaction. Users are solely responsible for all of the terms and conditions of the transactions conducted on, through or as a result of use of the Site, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage.
6.5. User To Release the Site from Liability. In the event that any User has a dispute with any party to a transaction, such User agrees to release and indemnify VASCOM (and our agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such transaction.

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7. Limitation of Liability

7.1 THE FEATURES AND SERVICES ON THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND THE SITE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, LIABILITY, MERCHANTABILITY OR FITNESS FOR A PRTICULAR PURPOSE. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UDERTAKINGS AND TERMS ARE HEREBY EXCLUDED.

7.2 VASCOM MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY,ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH THE SITE. VASCOM DOES NOT REPRESENT OR WARRANT THAT THE MANUFACTURE, IMPORT DISTRIBUTION, OFFER, DISPLAY, PURCHASE, SALE AND/OR USE OF PRODUCTS OR SERVICES OFFERED OR DISPLAYED ON THE SITE DOES NOT VIOLATE ANY THIRD PARTY RIGHTS; AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND TO ANY PRODUCT OR SERVICE OFFERED OR DISPLAYED ON THE SITE SITE.

7.3 User's Risk as to Downloaded Materials. Any material downloaded or otherwise obtained through the Site is done at User's sole discretion and risk and User is solely responsible for any damage to its computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by any User from or through or from the Site shall create any warranty not expressly stated herein.
7.4. Acts of God. Force Majure: Delay of Services or Failure of Content. Under no circumstances shall the Site or VASCOM . be held liable for an delay or failure or disruption of the content or services delivered through the Site resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, Acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.
7.5 User's Warranty to Free And Save Site from Harm. User hereby agrees to indemnify and save the Site or VASCOM , its affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from such User's use of the Site (including but not limited to the display of such User's information on the Site) or from its breach of any of the terms and conditions of this Agreement. Each User hereby further agrees to indemnify and save VASCOM , its affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from User's breach of any representations and warranties made by User to the Site including but not limited to those set forth in Sections 5.3, 5.4 and 5.5 above. User hereby further agrees to indemnify and save VASCOM , its affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, as a result of any claims asserted by Third Party Rights claimants or other third parties relating to products offered or displayed on the Site. User hereby further agrees that the Site is not responsible and shall have no liability to it, for any material posted by others, including defamatory, offensive or illicit material and that the risk of damages from such material rests entirely with the User. User reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with VASCOM in asserting any available defenses.
7.6 . User's Warranty to Free VASCOM from Other Damages . VASCOM shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, strict liability or otherwise or any other damages resulting from any of the following:
a. the use or the inability to use the Site;
b. any defect in goods, samples, data, information or services purchased or obtained from a User or a third-party service provider through the Site;
c. violation of Third Party Rights or claims or demands that Users' manufacture, importation, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Site may violate or may be asserted to violate Third Party Rights; or claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants;
d. unauthorized access by third parties to data or private information of any User;
e. statements or conduct of any User of the Site; or
f. any matters relating to Platinum Services however arising, including negligence.

8. Intellectual Property Rights

8.1 ,VASCOM as Lawful Owner of the Site and its Contents. VASCOM or the Site is the sole owner or lawful licensee of all the rights to the "Site" and its content. The "Site" and its content embody trade secrets and intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Site and its content shall remain with VASCOM , its affiliates or licensors.. All rights not otherwise claimed under this Agreement by VASCOM are hereby reserved.
8.2 Registered Trademarks or Servicemarks. onebandila.com," and related icons and logos are registered service marks of VASCOM or the Site in various jurisdictions and are protected under applicable copyright, trademark and other proprietary rights laws. Unauthorized copying, modification, use or publication of these marks is strictly prohibited.

9. Notices
9.1. Proper Address . All notices or demands to or upon the Site or VASCOM shall be effective if in writing and shall be duly made when sent to in the following manner:
VASCOMTREND ENTERPRISES INC., onebandila.com 1606 16th Floor Taipan Place Building , F. Ortigas Jr. St., Ortigas Center, Pasig City ,Philippines; Attention: Legal Department.
9.2 Mode of Service. All notices or demands to or upon a User shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by the User to VASCOM or the Site or by posting such notice or demand on an area of the Site that is publicly accessible without a charge. Notice to a User shall be deemed to be received by such User if and when
a. VASCOM is able to demonstrate that communication, whether in physical or electronic form, has been sent to such User, or
b. immediately upon VASCOM's posting such notice on an area of the Site that is publicly accessible without charge.

10. General
10.1. Entire Agreement. Subject to any additional agreements relating to TradePass Services, this Agreement and the Privacy Policy constitute the entire agreement between the User and VASCOM with respect to access to and use of the Site, superseding any prior written or oral agreements in relation to the same subject matter.
10.2 No agency Relationship. VASCOM and the User are independent contractors, and no agency, partnership, joint venture, employee-employer pr franchiser-franchisee relationship is intended or created by this Agreement.
10.3 .Separability Clause If any provision herein is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.
10.4. Non Waiver . Failure to enforce any right or failure to act with respect to any breach by a User under these terms and conditions will not waive that right nor waives VASCOM's right to act with respect with subsequent or similar breaches.
10.5. Transfer of Rights VASCOM shall have the right to assign its obligations and duties in this Agreement and in any agreement relating to Platinum Services to any person or entity.
10.6. Governing Laws This Agreement shall be governed by the laws of the Republic of the Philippines and User hereby submits itself to the exclusive jurisdiction of the courts in Metro Manila.

VACOMTREND ENTERPRISES INC., USER