GoGo Xpress is owned and operated by QUADX, INC. (“QUADX”, “Gogo Xpress,” “We,” “Us,” or “Our”). When You (“Seller,” “You”, “User” or “Your”) use Gogo Xpress (“Website”, “Site” or “App”) and the websites or apps content and our technological solutions that facilitate payments and logistics services (the Site, software and such content, products, and services are collectively referred to herein as the “Services”, or “Service”), You have read, understood and accepted the Master Framework Agreement and other Related Policies (collectively, the “Terms”)—these constitute an Agreement between You and Us.

By signing up and/or using the Services, You understand and confirm that You are bound by these Terms.
The capitalized terms used in the Terms shall have the definition assigned to them in the Terms and
in ANNEX 14.

1. Terms and Conditions
   1. The Terms contain the terms and conditions on which We supply the Services. You agree to be bound by these Terms and all applicable laws, rules and regulations and You undertake and warrant (i) to be fully and wholly bound by these Terms in Your own free will and deed; (ii) that You fully understand and acknowledge the contents, meaning, implications and effects of these Terms; and that You would not use or access Our Services if You had any claim or reservation against any matter in these Terms. You may also be asked to click “I accept” at the appropriate place prior to Your use or access of the Services. If You do not agree to these Terms, please refrain from using the Service.
   2. In order to participate in certain Services, You may be required to agree to additional terms, conditions, and policies; those additional terms are hereby incorporated into these Terms. Unless otherwise explicitly provided, these Terms shall take precedence over the supplemental terms.
   3. You undertake to periodically visit these Terms for updates. You agree to be bound by these Terms and its subsequent updates, revisions or modifications (without prior notice). We reserve the right to change or update these Terms, or any of Our policies or practices, at any time, and will notify users by posting such changed or updated Terms on this page. Any changes or updates will be effective immediately upon posting. Your continued use of the Services constitutes Your agreement to abide by the Terms as changed. Under certain circumstances, We may also elect to notify You of changes or updates to Our Terms using other means such as pop-up or push notifications within the Services, email, or SMS.
2. Services Provision and Fees
   1. Services and Features. By signing-up, You will be required to create an Account with Us. The following are the Services offered to You when You sign-up and agree to the Terms:
      1. Book a Delivery
      2. Sell a Product
      3. Bulk Order Upload
      4. Dashboard
      5. Disbursal
   2. You may use the Services in order to facilitate e-commerce and online transactions between You and your customers (the “Buyers”), subject to the Terms.
   3. Service Changes. You understand that We may rollout new features, change existing features, set conditions for access, suspend or permanently discontinue service or features without prior notice. You will be given notice and sufficient time as determined solely and reasonably by Us if there will be changes, temporary suspension, and or permanent discontinuance of Your Account, a service, or feature. Should We exercise our rights under this section, We will not be liable for any loss or damage suffered by You or your Buyers.
   4. Transaction Fees. Unless the parties agree to the different terms regarding Transaction Fees, the following terms shall apply.
      1. Registration and subscription to the Services are without cost.
      2. We reserve the right to deduct any fees, charges, (including reversal or chargeback fees) incurred by Us or the Fulfillment Partners related to Your Use of the Service, as well as any
         applicable transaction fees from Your account, or Your accounts from Our other products and solutions.
      3. You may not place a surcharge or require your Buyers to pay extra fees on any of Your payment options.
   5. Service Fees. Unless the parties agree to different terms regarding Service Fees, the following terms shall apply:
      1. Shipping fees are inclusive of 12% VAT.
      2. Please see Our packaging options and shipping fees as detailed in the Pricing section of Our Site.
      3. All pickups and deliveries are subject to a Valuation fee. Please refer to our latest Fees.
      4. Insurance fees will be charged if Your Package exceeds Php500.00 in value.
      5. Non-cash payments may be subject to payment processing fees, Merchant Discount Rate (MDR), and other related fees charged by Our payment processor.
      6. If Your Package exceeds the specifications, We will be unable to accept the Package. However, if We choose to accommodate said Package, You agree to pay for any and
         all additional charges, fees, and penalties, that will be charged to You and may be deducted from any disbursal due to You or will become due to You.
      7. Shipping fees, Valuation fees, Insurance fees, Payment processing fees, MDR, and other related fees will be shouldered by either You or the Buyer depending on what was agreed upon. These fees may also be added on to or be made part of the value of the Item that is subject for sale.
      8. You will be responsible in paying Us said Shipping fees, Valuation fees, Insurance fees, Payment processing fees, MDR, and other related fees.
      9. Return-To-Sender (RTS) fees, except when waived in writing by Us at our sole discretion, will be shouldered by the Merchant. RTS fees are imposed after an undelivered package is returned to the point of origin (pickup address).
      10. The RTS fee is equal to the shipping fee (and other related fees) charged for the delivery, subject to change without further notice, and may (at Our sole discretion and without prior notice at each instance) be deducted from Your next disbursal or paid by You outright upon receipt of the returned package. We, at Our sole discretion, may also send invoices to You to collect owed RTS fees. Please refer to our latest section on Transaction Fees.
   6. Fees Changes. We reserve the right to modify the Transaction Fees, any and all applicable charges, and billing methods at any time, subject only to a seven (7)-day (calendar days) prior notice. This notice may be given through the Site or via other communication channels (including electronic mail and messaging applications). Your continuous use of the Service after the applicability of any change shall indicate your agreement to such change.
3. Merchant Responsibilities
   1. You warrant and undertake to comply with these terms and conditions and all related policies (collectively, the “Related Policies”) such as but not limited to:
      1. Registration Policy indicated in ANNEX 1.
      2. Privacy Policy indicated ANNEX 2.
      3. Product Quality Policy indicated in ANNEX 3.
      4. Cargo Restrictions, Prohibited Goods, and Packaging Policy indicated in ANNEX 4
      5. Merchant Behavior and Communications Policy indicated in ANNEX 5.
      6. Order Processing, Pickup, and Store Drop-off Policy indicated in ANNEX 6.
      7. Delivery Policy indicated in ANNEX 7.
      8. Disbursal Policy indicated in ANNEX 8.
      9. Service Guarantee Policy indicated in ANNEX 9.
      10. Claims Policy indicated in ANNEX 10.
      11. Sustainable Use Policy indicated in ANNEX 11.
      12. Fraud Policy indicated in ANNEX 12.
      13. Merchant Quality Policy indicated in ANNEX 13.
      14. Definition of Terms indicated in ANNEX 14.
   2. You warrant and undertake full, ultimate, and sole responsibility with all acts and interactions committed using the Account you create and all interactions and engagements with Your Buyers.
   3. You warrant and undertake to inform your Buyer about the Service’s ANNEX 15 Buyer Terms and Conditions.
   4. You are responsible for complying with all applicable consumer laws of the Philippines in relation to Your use of the Services.
   5. You warrant and undertake that You are responsible for resolving any dispute arising from Your use of the Services, including but not limited to the quality and quantity of the Items sold and/or disposed by You. You agree to maintain responsibility over product or item disputes raised by Your Buyers. You also agree to the following dispute terms:
      1. You should be responsible for actively resolving any disputes with Your Buyers within a period of seven (7) calendar days from the date of the dispute notification. In case of failure to do so, You agree that We have the right to limit or modify Your access to the Services, your Account, issue a warning, temporarily suspend, indefinitely suspend, or terminate Your registration and refuse to provide the Services. We may exercise any one or any combination of the foregoing remedies.
      2. We have no obligation to mediate any dispute (i) involving Your usage of the Services; (ii) between You and Your Buyer; or (iii) between You and another user of the Services; between You and any other third party (each, a “Merchant Dispute”). However, We reserve the right, but not the obligation, in Our sole discretion to (i) intervene in Merchant Disputes, (ii) cooperate and/or assist Buyers and third parties in their complaints regarding You, or (iii) cooperate and/or assist government agencies, courts, tribunals, and law enforcement agencies regarding Merchant Disputes.
      3. Any participation by Us in the instances described in the immediately preceding section is not an admission We are a party to the transaction between You and the Buyers. You agree and consent to the sharing of Your personal information (name, address, mobile number, e-mail address, transaction history, bank details, payment details) account information, and other information involving to or related to the disputed transaction, for purposes of mediating and/or resolving any dispute raised by Your Buyers, third parties, or law enforcement agencies, to the following: The Buyer, government offices, instrumentalities, and agencies, law enforcement agencies, law firms, and private investigative agencies.
   6. You are responsible for all applicable taxes and issuing sales transaction documents, as required by applicable laws and regulations, such as official receipt or sales invoice to your Buyer.
   7. You are responsible for filing the refund request on behalf of Your Buyer.
   8. You are responsible and shall be liable for all applicable taxes that are attributed to Your use of the Services.
   9. You warrant and undertake to comply with all Our Terms and Related Policies and permit Us to report sales transaction information as required by a government regulation and/or overseeing government agency.
   10. You covenant and undertake to fully cooperate in good faith with Us and Your Buyer should We suspect fraudulent activity of any kind on Your account or Your use of the Services. You also undertake to investigate the matter and/or cooperate with Us, Your Buyer, the payment provider, or other third parties, until the issue has been resolved
4. Service Restrictions
   1. You shall not transfer, sell or disclose Your account details and Registration Information such as the email address and password (the “Credentials”) to another party. You shall be solely responsible for keeping Your Credentials secure. If You are to share Your access to Your business partners, employees or any third parties for any intent, You will be held solely and ultimately accountable for their use of our Services.
   2. You accept the risks associated with the use of a website, app and software such as but not limited to: failure of the app and/or software, hacking of servers, failure or interruption of internet connection; the introduction of malicious software, failure of security of Your Credentials; failure of communication; service disruptions, and lack of telecommunications equipment or facilities and failure of information technology or telecommunications equipment or facilities. To mitigate these risks, We will exert reasonable efforts to secure the System.
   3. You warrant that You will not use the Services in any illegal manner or for any illegal purpose, or in any other manner that could damage, disable, overburden or impair the service or tarnish, blemish or damage Us, the Services, Our other products, or Our reputation.
   4. WITHOUT LIMITING OTHER REMEDIES, WE RESERVE THE UNQUALIFIED RIGHT TO LIMIT OR MODIFY YOUR ACCESS TO THE SERVICES, YOUR ACCOUNT, ISSUE A WARNING, AND/OR IMPOSE PENALTIES RELATED REGISTRATION AND ACCESS, PENALTY FEES, CHARGES, CHARGE YOU FOR LOSSES AND DAMAGES, OFFSET DAMAGES INCURRED BY US BORNE THAT ARE MATERIALLY ATTRIBUTABLE TO YOUR USE OF THE SERVICES OR VIOLATIONS OF THE TERMS, AND/OR TAKE LEGAL ACTION. IN ALL CASES, WE ALSO HAVE THE RIGHT TO RETAIN FUNDS IN OUR POSSESSION WHICH WE ARE OTHERWISE REQUIRED TO DELIVER OR MAKE TO YOU AGAINST ANY AMOUNTS WHICH YOU OWE TO US ARISING FROM THIS TERMS AND OTHER AGREEMENTS BETWEEN YOU AND US. THE OPTIONS ENUMERATED UNDER THIS SECTION SHALL BE CUMULATIVE REMEDIES AVAILABLE TO US.
   5. You understand that violation of the Terms will cause substantial and irreparable harm and damage to Us, Our reputation, goodwill, systems, servers, resources, and other assets, and to our other users and the public. As such:
      1. In the event that any of the provisions in the Terms is violated, You shall immediately be liable to pay Us in the amount of Five Million Philippine Pesos (Php5,000,000.00) by way of liquidated damages. Payment shall be made within five (5) calendar days after receipt of a written demand therefore made by or on behalf of us. Actual receipt by You of such written demand will be conclusively deemed properly accomplished by Us mailing the same to Your address as set forth above, or, in the alternative, sending such notice via electronic mail to You, whichever comes first
      2. It is hereby expressly agreed upon and understood that the payment by You of any amount as liquidated damages pursuant to this provision shall be in addition and without prejudice to any and all possible liability (for any manner of damages) it may or will incur in law and in equity. Neither shall the receipt by Us of such liquidated damages prejudice, preclude or diminish any other right, remedy, relief, amount, compensation or course of action available to Us under the law and equity.
      3. You understand and agree that GoGo Xpress has the right and authority to, at any time, offset against any payment or other remuneration due or become due to You, or anyone claiming through You, any debt or debts due or to become due from You to GoGo Xpress because of Your use of the Services or through other services owned or operated by QUADX Inc. (collectively, “Other QUADX Services”).
   6. You agree and acknowledge that any breach of these Terms shall also be a ground for the suspension and/or termination of your access to Other QUADX Services. You further agree and acknowledge that any breach of the Terms of Other QUADX Services shall be a ground for the suspension and/or termination of your access to these Services.
   7. Transactions or payments that are processed fraudulently or in violation of these Terms shall be revoked. Violations of our Fraud Policy (ANNEX 12), and/or failure to follow procedures implemented by Us shall be tantamount to having committed fraud.
5. Acceptable Use
   1. Sell A Product Link. You warrant and undertake that the Sell A Product Link feature is to be used solely for Buyers to purchase and book orders for Delivery from You. You agree and undertake not to take use (directly or indirectly through Your employees, personnel, agents, or associates) the Sell A Product Link feature to purchase on behalf of Buyers. Violating this term will subject You and YourAccounts to deactivation at Our discretion and void any claim against us.
   2. Book A Delivery Feature. You warrant and undertake that the information entered in the Book A Delivery Feature pertaining to Your Buyer (including but not limited to the Buyer’s name, contact information, address, item description) (collectively, the “Buyer Information”) is correct, not fictitious, or incomplete. Inaccurate or incomplete Buyer Information will impact your sustainable use metrics as indicated in ANNEX 11 Sustainable Use Policy.
   3. Bulk Uploader. You warrant and undertake that the Buyer Information You upload using the Bulk Uploader Feature is correct. You undertake to perform best efforts to verify the Buyer Information before approving these orders for processing. Incorrect, incomplete, or fictitious Buyer Information will impact your sustainable use metrics as indicated in ANNEX 11 Sustainable Use Policy and or subject You and Your Accounts under ANNEX 12 Fraud Policy.
   4. Plug-ins. You warrant and undertake that the Buyer Information you feed using Plug-in(s) Feature is correct You should undertake best efforts to verify these Buyer Information before approving these orders for processing. Incorrect, incomplete, or fictitious Buyer Information will impact your sustainable use metrics as indicated in ANNEX 11 Sustainable Use Policy and or subject You and Your Accounts to penalties as indicated in ANNEX 12 Fraud Policy.
   5. Manipulation of Ratings and Reviews. Ratings and Reviews Feature is created to increase public trust for Your business, protect Buyers, and maintain the integrity of the Service. You warrant and undertake not to manipulate ratings and reviews of your Account by allowing Buyers to independently rate and review their experience with You. If You are found to be manipulating your Ratings and Reviews through any means, you and Your Accounts will be subject to penalties as indicated in ANNEX 12 Fraud Policy.
6. Order Processing, Pick up, Store Drop-off, and Delivery
   1. You agree and understand the procedure for order processing and Item pick-up as indicated in ANNEX 6 Order Processing, Pickup, and Store Drop-Off Policy.
   2. You agree and understand the procedure for delivery in ANNEX 7 Delivery Policy.
7. Disbursal of Transactions Proceeds
   1. Sales and proceeds of sales from using the Services shall be treated as a sale by You.
   2. A sale is only concluded if and when: (i) an order is placed that contains all pertinent and required details via the Service; (ii) payment is received by Our account; and (iii) the goods have been delivered and actually received by the intended recipient.
   3. You agree and understand the procedure, schedule, and policy for Disbursal of Earnings as indicated in ANNEX 8 Disbursal Policy.
   4. Disbursement of the Earnings due to You (as provided in this Terms and other agreements), if applicable, shall be disbursed to You in accordance with our standard payout schedule as described in ANNEX 8 Disbursal Policy. We reserve the right to modify the payout schedule at any time, subject only to a 14-day prior notice.
   5. We have the right to withhold your Earnings and impose penalties against your Earnings as indicated in the Terms, including ANNEX 8 Disbursal Policy if violations have been made.
   6. In the event that there is an error in the computation of the Disbursements or Earnings given and paid out to You:
      1. You agree that We are authorized to deduct any amounts provided to you in excess of what was actually due to You in any of the succeeding Disbursements to be given to you. We shall inform you about such deductions; or
      2. We shall send you an invoice containing the amount due from You. You shall pay such invoice within ten (10) days from the date that it was sent to You. We may exercise our rights in this section at any time.
8. Dispute Resolution
   1. BY AVAILING OF OUR SERVICES YOU WARRANT AND UNDERTAKE TO COMPLY WITH DISPUTE RESOLUTION TERMS.
   2. All disputes arising out of, relating to, or in connection with penalties imposed on you based on ANNEX 13 Merchant Quality Policy can be settled by signing Release, Waiver, and Quitclaim agreement (RWQ agreement). If you do not sign the RWQ agreement, you agree and undertake that the remaining recourse for solution is to go through resolution to small claims courts.
   3. In the event of a claim or dispute, You agree to observe good faith and exert best efforts towards an amicable resolution of any claim or dispute. Any claim or dispute initiated by You arising out of or relating to the Terms or Your use of the Services that is not resolved amicably within twelve (12) months after the initial of the claim or dispute shall be finally resolved by arbitration, except that You and Us are not required to arbitrate any dispute in which either party seeks equitable relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. Arbitration will be initiated solely through the Philippine Dispute Resolution Center, Inc. (“PDRCI”) in accordance with its rules. The place of arbitration shall be the City of Taguig, Metro Manila, Philippines or another city in the Philippines if the parties so agree. Unless the parties agree to arbitration by a sole arbitrator, the dispute shall be resolved by three (3) arbitrators. We may choose to bring an individual action in court. This arbitration agreement will survive the termination of Your relationship with Us.
   4. These Terms shall be exclusively governed and interpreted under the laws of the Republic of the Philippines without regard to its conflict of law’s provisions.
   5. To the extent that the Parties are permitted under the Terms to initiate litigation in a court of law, You agree that all claims and disputes will be litigated exclusively in the courts of Makati City, Metro Manila, to the exclusion of all other courts.
9. Virtual credits
   1. We may provide a service that allows you to purchase credits (“GC Credits”). In the event that we provide such services, You shall comply with the terms under this Section:
      1. The purchase of any GC Credits must be made lawfully, under legitimate means, and with fiat currency. Notwithstanding your purchase or possession of such GC Credits, you acknowledge and agree that the amounts of any GC Credits do not refer to any credit balance of fiat currency, e-money, or its equivalent. The purchase and/or receipt of GC Credits grants you a limited license to use such GC Credits, including software programs that may manifest themselves as these credits, according to the terms and conditions we may provide from time to time.
      2. GC Credits may only be used to pay for services provided by Us and may not be transferred to another user or account. GC Credits may not be redeemed by You for fiat currency.
10. Disclaimers
    1. You undertake and warrant that the Items You are selling via the Services satisfy the standard expectations of a buyer (merchantability), do not and will not infringe any third party rights; are of an acceptable quality and consistent to Your released product information.
    2. In any event, You agree and understand that We shall not be a party to the transaction between You and Your Buyer. As such We shall not be liable for any damages or losses aside from actual losses sustained by You due to Our willful misconduct or gross negligence in accordance with the Terms. 
    3. Third Party Services. You may have access to services of third parties through Our Services (the “Third Party Services”). In those cases, said Third Party Services shall be subject to the terms, conditions, and limitations imposed by those third parties, which shall also be binding on You. We reserve the right to reject or refuse any Third Party Service used by You in conjunction with Our Services. You undertake to comply with the terms of service of such Third Party Services when used in conjunction with Our Services. Should you violate the terms of the providers of the Third Party Services, we shall consider such violation as a violation of Our Terms as well.
    4. Your correspondence or business dealings with, or participation in promotions of, third parties, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between You and such third party. We shall not be responsible or liable for any loss or damage incurred as the result of any such dealings or as the result of the presence of such third party advertisers on the Services.
    5. When You acquire goods or services from, or when You sell or offer to sell goods or services to a third party through any of Our Services, You understand and agree that (i) We are not a party to the contract between You and the third party; (ii) We are under no obligation to monitor the third party service used by You; (iii) the third party will be responsible for all obligations under the contract with You, including (without limitation) warranties or representations.
    6. We shall not be liable and/or responsible in respect of the title, quantity, quality or any other aspect related to the goods and/or services that You offer, and no warranty, or indemnity of any kind shall be given or deemed to be given by Us in respect thereof.
    7. You shall be solely liable for the loss incurred by You due to unauthorized transactions where the loss is due to an act or omission attributable to You, such as (but not limited to), where You have failed to secure Your Credentials or Account.
    8. You agree and acknowledge that nothing in this Agreement limits You from entering into similar arrangements or availing of similar services with third parties. Accordingly, You agree and acknowledge that we shall not be liable for any loss incurred by you due to such similar arrangements or services with third party.
    9. In using the Website, Site, or App, You acknowledge and accept that the operation of the same is dependent upon the proper and effective functioning of internet services and other third-party equipment and/or software. We disclaim all warranties related to network and telecommunication providers, third party providers, and do not accept any liability for these in any way. In all cases, You agree not to hold us liable for losses, damages, and cost arising from or related to the delay or failures by merchants, Your own network or infrastructure, telecommunication providers, third party service providers, terrorist attacks, hacking, government actors, force majeure, or any analogous circumstance.
11. Intellectual Property, Copyrights and Trademarks
    1. You shall not use the Services to promote or facilitate illegal actions, including but not limited to the sale or offering for sale of goods or services that infringe on the intellectual property rights of a third party.
    2. You shall not use the Service in a manner that violates the rules outlined in ANNEX 3 Product Quality Policy.
    3. You warrant that the materials You use on the Services do not infringe the intellectual property rights or other proprietary rights of any third party, including, without limitation, material protected by copyright, trademark, patent, trade secret, or other intellectual property right used without proper authorization.
    4. 4. Except for the content shared by You, We retain ownership and all intellectual property rights of the used in all components of the Services (including software, codes, notes) as well as ownership of all the hardware and software involved in development, maintenance and hosting of the Services.
    5. If You make reference to Our Services or technology and intend to use Our trademarks, service marks and logos, You shall strictly comply with all standards and guidelines made available to You from time to time. All uses of any Gogo Xpress Trademarks shall intend to solely benefit Gogo Xpress and its service.
    6. 6. You agree to allow Us to review all the User-submitted Information. We do not claim any ownership over the intellectual property rights over the content You make available in Your Account. You shall, however, grant to Us a perpetual, worldwide, royalty-free license over all User-submitted content, to allow Us to use, copy, display, broadcast, publish, modify, or otherwise communicate the same to the public, or to create derivative work from the User-submitted Information You will not be entitled to the payment of any fees should we exercise our rights under this section.
    7. You acknowledge and agree that the materials on the Service, including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like (“Materials”) and the trademarks (whether registered or unregistered), service marks and logos contained therein (“Marks”), are owned by or licensed to Us, and are subject to copyright and other intellectual property rights under Philippine laws, foreign laws and international treaties and/or conventions. The Service may display certain trademarks belonging to third parties. Use of these trademarks may be subject to license granted to Us by third parties. You shall not reverse engineer, decompile, or disassemble such trademarks and nothing herein shall be construed to grant You any right in relation to such trademarks. Materials on the Service are provided to You “as is” for Your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners.
    8. We reserve all rights not expressly granted herein to the Service and the Materials. You agree to not engage in the use, copying, or distribution of any of the Materials other than as expressly permitted herein, including any use, copying, or distribution of Materials of third parties obtained through the Service for any commercial purposes. If You download or print a copy of the Materials for personal use, You must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of the Service or features that prevent or restrict use or copying of any Materials or enforce limitations on use of the Service or the Materials therein.
    9. The Service is protected to the maximum extent permitted by copyright laws, other laws, and international treaties and/or conventions. Content displayed on or through the Service is protected by copyright as a collective work and/or compilation, pursuant to copyrights laws, other laws, and international conventions. Any reproduction, modification, creation of derivative works from or redistribution of the Service, the Materials, or the collective work or compilation is expressly prohibited. Copying or reproducing the Service, the Materials, or any portion thereof to any other server or location for further reproduction or redistribution is expressly prohibited. 
    10. You further agree not to reproduce, duplicate or copy content or Materials from the Service, and agree to abide by any and all copyright notices and other notices displayed in the Service. You may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in the Service. Without limiting the foregoing, You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any aspect of the Service.
12. Confidentiality
    1. You shall agree not to disclose or make Confidential Information (as defined below) available in any form to any third party not authorized by Us, or to use Confidential Information for any purpose other than as specified in the Terms.
    2. Confidential Information shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, receipts, communications, or financial information disclosed by Us to You.
    3. You shall agree that in the event of use or disclosure of Confidential Information other than as specifically provided for in the Terms, are entitled to equitable relief. Notwithstanding termination or expiration of Your use of the Services,, You acknowledge and agree to perform the obligations of confidentiality with respect to Confidential Information.
13. Indemnity and Limitation of Liability
    1. You shall indemnify, Us, Our officers, directors, stockholders or representatives and customers from and against any claims, damages, expenses and/or losses (including attorney’s fees) caused by or reasonable related to Your use of the Services, or any negligent act or omission by You, Your employees, or agents. 
    2. Notwithstanding any other provision herein, in no event shall We be liable for any indirect, incidental, special, punitive, exemplary or consequential damages of any kind, nor for any lost profits or revenues, in connection with or arising out of the agreement, the operation, use or access to the Services.
    3. The quality of the items purchased via the Gogo Xpress site and app and the accuracy of the claims are the responsibility of the Seller. We do not warrant, represent or guarantee the quality of the items or that the claims made by the You are accurate. To the full extent permissible by applicable law, We disclaim all warranties (whether express or implied), including but not limited to, merchantability, accuracy, status, fitness for a particular purpose, characteristics of the same, or non-infringement. We shall not be responsible for any loss or injury or damage incurred as a result thereby.
    4. The Service is provided “AS IS” and with all faults, without warranty of any kind, including without limitation the warranties of merchantability, fitness for a particular purpose and non-infringement. We make no warranty that the Service is free of defects or is suitable for any particular purpose. In no event shall We be responsible for loss or damages arising from the installation or use of the Service, including but not limited to any indirect, punitive, special, incidental or consequential damages of any character including, without limitation, damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses.
    5. Under no circumstances shall We be liable for any indirect, incidental, consequential, special or exemplary damages arising out of or in connection with the User’s access or use of or inability to access or use the Website, Site, or App, whether or not the damages were foreseeable and whether or not We were advised of the possibility of such damages.
14. Endorsement
    1. Our display of service registration or product information is not an endorsement of the Seller, Seller’s website, or of any goods offered on the Seller’s website. Any attempt to state or imply Gogo Xpress’s endorsement of Your Items constitutes grounds for the immediate closure of Your Account and a permanent removal of Your access to the Services.
15. General Terms
    1. All the provisions of the Terms are subject to all applicable Philippine laws, without regard to conflict of law’s provisions. 
    2. These Terms constitute the entire agreement between You and Us concerning the Services, and supersedes all prior communications or agreements, written or oral, and is intended to be a complete and exclusive statement of the terms and conditions between the parties.
    3. We will not be liable to You for any lack of performance, or the unavailability or failure, of the Services, or for any failure or delay by Us to comply with these Terms, where such lack, unavailability or failure arises from any cause beyond Our reasonable control or materially attributable to third parties such as but not limited to telecommunication providers, electricity providers and other suppliers.
    4. If We delay exercising or fail to exercise or enforce any right or interest available to Us under these Terms, such delay or failure does not constitute a waiver of that right or any other rights under these Terms. All remedies available to us under these Terms shall be cumulative.
    5. In these Terms, unless the context requires otherwise: (i) any phrase introduced by the words “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative only and shall not be construed as limiting the generality of any preceding words; and (ii) references to the singular include the plural and to the masculine include the feminine, and in each case vice versa.
    6. Applicable laws require that some of the information or communications We send to You should be in writing. When using the Services, You agree to transact with Us electronically, and that communication with Us will be mainly electronic. We may contact You by email or provide You with information by posting notices on the Services. You agree to this electronic means of communication and You acknowledge that all contracts, notices, information and other communications that We provide to You electronically comply with any legal requirement that such communications be in writing.
    7. Unless otherwise specifically indicated, all notices given by You to Us must be sent to customercare@gogoxpress.com. We may give notice to You at the email address You provide to Us when You register. Notice will be deemed received and properly served immediately when posted on the Services or when an email or other electronic communication is sent including SMS to the phone number or email address You registered when your registered for the Services. In proving the service and receipt of any notice or correspondence we made to You via email, it will be sufficient to prove that such email was sent to the specified email address of the addressee.
    8. If any of these Terms is declared or found to be unenforceable, illegal, void, or otherwise ineffectual, then that provision shall be deemed removed from these Terms without affecting the validity, efficacy, and enforceability of all other provisions.