ManilaPrime.com

Membership

This Terms of Use governs your access and use of our website including your membership in the ManilaPrime community. Your membership allows you full access to the membership portions of the Website located at www.ManilaPrime.com (referred to as the "Website"). The Website is operated by Studybites Inc. (referred to as the "Company"). Access and use of the membership portions of the Website are provided by the Company to you on condition that you accept the terms and conditions of its use. By accessing or using the membership portions of the Website, your agreement to and acceptance of our terms and conditions of use is implied. If you do not agree to accept and abide by this Terms of Use Agreement, you should not access nor use the Website or any of its portions.

The Company reserves the right, in its discretion, to change or modify all or any part of this Terms of Use Agreement at any time, effective immediately upon posting on the Website. Your continued use of the Website after such posting constitutes your binding acceptance of the terms and conditions in this Terms of Use Agreement, including any changes or modifications made by the Company as permitted above. If at any time the terms and conditions of this Terms of Use Agreement are no longer acceptable to you, you should immediately cease from using the Website including the membership portions thereof.

Privacy Statement

We VALUE your right to privacy and we take this right very seriously. We want you to know that your personal information will be kept secure and safe.

Use of Material

You acknowledge that the Website contains or may contain information, software, photographs, illustrations, audio files, video files, animations, flash files, data files, code snippets and other materials (collectively, "Material") which is protected by copyright, trademark or other proprietary rights of the Company and its affiliates or other third parties (including other members).

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, reverse engineer or in any way exploit any of the Material, in whole or in part, except as otherwise expressly permitted in this Terms of Use Agreement and any other agreement entered into at the time such Material was downloaded.

Passwords

You acknowledge and agree that the user identification provided by the Company to you so that you may access and utilize the membership portions of the Website, and the password selected and used by you in conjunction with your Personal Username are to be kept secret and confidential. You agree that you shall not disclose such Personal Username or password to any other party without the express written permission of the Company.

You acknowledge and agree that you will be responsible for each and every access or use of the membership portions of the Website that occurs in conjunction with your Personal Username and password, and that the Company is authorized to accept your Personal Username and password as conclusive evidence that you have accessed or utilized the membership portions of the Website. You acknowledge that such password(s) are unique to you and that, although the Company does require password(s) to meet certain requirements (such as a minimum or maximum number of characters) and has the ability to reset such password(s), the Company will not access the password(s) themselves.

Conduct

You agree that you will not use the Website for any purpose that is unlawful or not permitted by this Agreement. By way of example, and not as a limitation, you agree that when uploading to or communicating via the Website, through file transfer, instant message, texting, chat, voice, whiteboard, video, audio or other exchanges accessed on or through the Website, you shall not do any of the following:

Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights or rights of privacy of others.

Publish, post, distribute or disseminate any defamatory, infringing, obscene, pornographic, sexual, indecent or unlawful material or information.

Upload or otherwise transfer files that contain software or other material protected by intellectual property laws or by rights of privacy or confidentiality, unless you own or control the rights thereto or have received all necessary consents.

Upload or otherwise transfer files that contain viruses, corrupted files or any other similar software or programs that may damage or inhibit the operation of another computer.

Delete any author attributions, legal notices, or proprietary designations or labels in any file that is uploaded.

Falsify the origin or source of software or other material contained in a file that is uploaded.

Advertise or offer to sell any goods or services or conduct or forward surveys, contests or chain letters.

Download any file posted by another user, which you know, or reasonably should know, cannot be legally distributed in such manner.

Use any communications, content or other information obtained through the Website in a manner that is competitive with the Website or the Company's business.

You acknowledge that no communication or content coming from a third party is endorsed by the Company nor are they considered reviewed, screened or approved by the Company. As will be explained below, the Company reserves the right to remove without notice any communication, Material or any other Material posted to the Website.

You also agree not to use the Website in any manner that could damage, disable, overburden, or impair the Website or interfere with any other party's use and enjoyment of the Website. Likewise, you agree not to attempt to gain unauthorized access to any of the Company's or of the other member's accounts, computer systems or networks associated with the Website. Also you agree not to obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Website.

Services

Our services include, but are not limited to, providing online advertisements, user property postings, search engine facility, and other services, which is all done through our website and Licensed Software ( collectively called the "Service").

You are hereby informed that as an internet service, you are required to have an internet connection, hardware, software and other devices (collectively called "Devices") in order to use and access our services, and it is your sole responsibility to acquire and maintain such Devices at your own expense.

We may add, change or eliminate features, pricing, nomenclature and other aspects of the services and make other changes at any time and these Terms will continue to apply to the services as modified. We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the site or the services (or any part thereof) with or without notice. You agree that we will not be liable to you or to any third party for any such modification, suspension, or discontinuance of the site or the services.

Managing Material

The Company does not and cannot review all communications or Material uploaded to the Website and is not responsible for the content of such communications or Material. Notwithstanding the foregoing, the Company reserves the right to delete, move or edit any communication or Material that it may determine, in its sole discretion, to be in violation of or which may violate this Terms of Use Agreement or is otherwise deemed unacceptable. You shall remain solely responsible for all communications made or Material uploaded under your Personal Username. The Company shall have the right but not the obligation to correct any errors or omissions in any Material, as it may determine in its sole discretion. You acknowledge that any screening of Material performed by the Company to determine "Accepted Material" is done as a courtesy only.

The Company respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide the Company with notice of such infringement.

Confidential Information

You acknowledge that the Confidential Information which you obtain through entering into this Terms of Use Agreement and the use of the Website constitutes valuable, confidential, proprietary information of the Company and its licensors, and you agree that during the term of this Terms of Use Agreement and thereafter you shall not, without the express written consent of the Company, use or disclose to any other person any such Confidential Information, except as specifically authorized under this Terms of Use Agreement or as required by applicable law.

For the purposes of this Terms of Use Agreement, "Confidential Information" means any and all data, information, documents, software or materials relating to the business and management of the Company, its members, affiliates, licensors or licensees, that is designated as confidential or thought reasonably to be considered confidential, including but not limited to: their business model and operations, processes, products, designs, pricing, promotions, business plans, business opportunities, finances, research, development, know-how, trade-secrets, training materials, personnel, clients, methodologies, website content belonging to others and other intellectual property.

Indemnity

You agree to indemnify, defend and hold the Company and its affiliates, and their respective directors, officers, employees, shareholders, partners and agents, collectively referred to as the "Parties", harmless from and against any and all claims, liability, losses, costs and expenses (including lawyers' fees on a solicitor and client basis) incurred by any of the Parties in connection with or resulting from, (i) any use or alleged use of the Website under your Personal Username by any person, whether or not authorized by you; (ii) any communication made or Material uploaded under your Personal Username; or (iii) any breach by you of this Terms of Use Agreement. The Company reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with the Company's defense of such claim.

Term and Termination

This Terms of Use Agreement is effective until terminated. You may terminate this Terms of Use Agreement at any time by emailing admin@manilaprime.com or by such other means of written notice acceptable to the Company which enables confirmation of your identity and your intention to terminate. The Company reserves the right, in its sole discretion, to restrict, suspend or terminate your right to access the membership portions of the Website at any time for any reason without prior notice or liability. The Company may change, suspend or discontinue all or any aspect of the Website at any time, including the availability of any feature, database, or Material, without prior notice or liability.

The Company may also terminate or suspend your access to the membership portions of the Website for inactivity, which is defined as failing to access the membership portions of the Website for an extended period of time, as reasonably determined by the Company.

Termination of this Terms of Use Agreement does not relieve you of your responsibilities to pay any amounts due to the Company under this Terms of Use Agreement or your obligations to not use the membership portions of the Website or any Material other than in the manner permitted under this Terms of Use Agreement or any other agreement entered into at the time. Termination of this Terms of Use Agreement shall operate without prejudice to the the Company's rights, defenses and limitations of liability provided under this Terms of Use Agreement, which rights, defenses and limitations of liability shall survive termination of this Terms of Use Agreement.

Upon termination of your access to the membership portions of the Website, you agree to forfeit all credits remaining in your account.

DISCLAIMER OF WARRANTIES

THE WEBSITE, INCLUDING ANY MATERIAL CONTAINED THEREIN, ARE PROVIDED "AS IS" WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE OR THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR FREE.

THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE OR ANY CONTENT AVAILABLE FOR DOWNLOADING THROUGH THE WEBSITE WILL BE FREE OF VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.

LIMITATION OF LIABILITY

YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE WEBSITE INCLUDING WITHOUT LIMITATION ANY OF THE CONTENT OR INFORMATION CONTAINED THEREIN.

IN NO EVENT SHALL THE COMPANY OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, LICENSORS OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER, AS WELL AS DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS, IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS TERM OF USE AGREEMENT, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE WEBSITE, THE CONTENT OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.

IN ANY EVENT, THE COMPANY'S TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS TERMS OF USE AGREEMENT OR IN RESPECT OF THE USE OR EXPLOITATION OF ANY OR ALL PART OF THE WEBSITE OR THE CONTENT IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO THE LATEST PURCHASED AMOUNT.

SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF THE COMPANY OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, OR AGENTS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

Age and Responsibility

You represent and warrant that you are of sufficient legal age to use the Website and to create binding legal obligations for any liability you may incur as a result of the use of the Website. You agree to be responsible for all of your use of the Website (as well as for use of your Personal Username and password(s) by others, including without limitation, minors living with you. You agree to supervise all usage by minors of the Website under your name or account.

Links

The service or the website may provide links to Third Party websites. The Company has no control over Third Party websites, and you acknowledge and agree that we are not responsible for any Material, advertising, products, services or other related matters on or available from Third Party websites. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Material, advertising, products, services or other materials available on or through any Third Party websites or for any mistakes, defamation, libel, slander, omissions, falsehoods, obscenity, pornography, or profanity contained therein.

Cancellation of Subscription and Termination of Service

You may opt to cancel your subscription and terminate the use of our services at any time by simply accomplishing the cancellation form which can be found in the membership portion of the Website. In the event that you wish to avail of our services and subscribe again, you will have to re-register as a new account. There is no guarantee that your previous username will still be available for use in the event that your account has been previously cancelled.

Closing of User Accounts

We will maintain your account for a maximum of 30 Days from the date of your last scheduled session, within which you may still access the features and functions of the Website. During this period you can purchase a new package of sessions and extend your account. For accounts which have remained unused beyond 30 days, the Company reserves the right to delete all information, data and Materials relating to such account.

Applicable law

The Website is controlled, operated and administered by the Company from within the Republic of the Philippines. The Website can be accessed by other countries around the world. As each of these jurisdictions has laws that may differ from those of the Philippines, by accessing the Website, you acknowledge and agree that this Terms of Use Agreement will be governed under the laws of the Republic of the Philippines. You hereby irrevocably submit to the exclusive jurisdiction of the Courts of the Republic of the Philippines with respect to the subject matter of this Terms of Use Agreement. This Terms of Use Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

You consent to service of any required notice or process upon you by email, registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you at the time you are first granted access to the membership portions of the Website, or such other address as you may advise us in writing to use, from time to time.

Any and all disputes arising out of, under or in connection with this Terms of Use Agreement, including without limitation, its validity, interpretation, performance and breach, shall be submitted for judgement in the courts of Manila, Philippines.

If the Company is obligated to go to court to enforce any of its rights, or to collect any fees, you agree to reimburse the Company for its legal fees, costs and disbursements if the Company is successful.

General

You specifically agree and acknowledge to be bound by, this Terms of Use Agreement and any other agreements which may be incorporated by reference therein and to the extent of their incorporation.

The Company's failure to insist upon or enforce strict performance of any provision of this Terms of Use Agreement shall not be construed as a waiver of any provision or right.

If any provision of this Terms of Use Agreement, or if any part thereof, is wholly or partially unenforceable by the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place thereof an enforceable provision or provisions, or part thereof, that as nearly as possible reflects the terms of the unenforceable provision or part thereof. This Agreement is personal to you and is not assignable by you without the Company's prior written consent. The Company may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.

Contact

If you have concerns relating to the Website or this Terms of Use Agreement, please contact the Company at admin@manilaprime.com.

Acknowledgement

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS TERMS OF USE AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND THE COMPANY, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND THE COMPANY RELATING TO THE SUBJECT OF THIS TERMS OF USE AGREEMENT.