Terms of Service

 

Last Updated: July 2021

 

1.          General Terms

 

1.1.      This Terms of Service (“Terms”) is a legally binding agreement between you, in your capacity as a Customer or Merchant , as the case may be, and Apaylater Philippines Inc.. These Terms shall govern your use of the Platform and Our Services.

 

1.2.      Atome shall have full right to add, change or terminate any functions of the Platform as well as change this Terms at any time and without prior notice. The changes, amendments, supplementation or deletions will be effective immediately after being updated and uploading on the Platform.

 

1.3.      Atome does not warrant that the Platform and any product or services provided by Atome will meet the Customer’s requirements or the Platform’s operation will not be interrupted, delayed, refused, errored, lost or cancelled information.

 

1.4.      By clicking to accept these Terms, you are deemed to have executed these Terms electronically.

 

2.          Definitions

 

Other than stipulated in these Terms, the following definitions shall have the definition, meanings and interpretation as stipulated below:

 

Account” means the valid account of the Customer or Merchant in the Platform.

 

Agreement” means the agreement between the Customer and Atome in relation to the Deferred Payment Structure.

 

Atome Lending Partnermeans any Atome’s partner that provides the Deferred Payment Structure to the Customer through the Platform.

 

Atome or “we” or “us” or “our” (as the context may require) means Apaylater Philippines Inc., a company that is organized and existing under the laws of the Philippines, which operates and manages the Platform to access the Services.

 

Customer Service Center” means Atome’s Customer Service Center at cs@atome.ph (or other contact methods as may be changed from time to time by Atome and/or updated on the Platform).

 

Customer” means the Merchant’s customer which purchases the Merchant’s goods and/or services using Our Services, including the Deferred Payment Structure.

 

Deferred Payment Structuremeans the loan facility obtained by the Customer from Atome Lending Partner through the Platform.

 

Members” means any Customer and Merchant having an Account in the Platform.

 

Merchant” means any party that offers and sells its product to the Customer which is settled using the Deferred Payment Structure.

 

OTP” means a one-time password that is specifically given to the Customer which is valid for a certain period of time (if any).

 

Platform” means the website, including any subdomains thereof, and any other websites owned, operated and through which Atome makes the Services available, any mobile, tablet and other smart device applications, and application program interfaces operated by Atome.

 

Services” means the services performed by the Platform that facilitates the Deferred Payment Structure.

 

Terms of Service means these Terms of Service that governs the Customer’s and Merchant’s use of our Services in the Platform, and the relationship between the Customer and Atome and/or Atome Lending Partner.

 

You” or “Your” (as the context may require) means the Merchant or Customer (as the context may require) who uses Our Services

 

3.          Lending Services

 

3.1.      The Deferred Payment Structure that the Customer receives is entirely derived from and owned by Atome Lending Partner(s) having a cooperation with Atome. Atome only facilitates the Deferred Payment Structure process for any transaction concluded using the Platform. Therefore, the legal relationship arising with regards to the Deferred Payment Structure is between the Customer and Atome Lending Partner(s), thus all risk associated with the Deferred Payment Structure shall be borne by the Customer and Atome Lending Partner(s). Consequently, Atome’s Services do not constitute a lending or credit facility and Atome does not provide any credit to you, whether to Customers or Merchants. No payment made by Atome constitutes a loan or a credit facility. Any transactions for which Atome Services are provided are not subject to money lending or similar laws under any applicable laws.

 

3.2.      By submitting your Deferred Payment Structure application in the Platform, the Customer unconditionally and irrevocably agrees that the Customer has requested the signing of the Agreement and using the Services provided by Atome and/or Atome Lending Partner (including but not limited financial consultancy service for the Deferred Payment Structure and pledging service of Atome Lending Partner).

 

3.3.      By signing the Agreement, the Customer hereby confirms to have read, clearly understood, agreed and bound legally to the Agreement as well as all the content, forms as shown in such Agreement sent by Atome and/or Atome Lending Partner to the Customer.

 

3.4.      The details of the Deferred Payment Structure disbursed to the Customer, including any other fees (e.g., interest fees) shall be further stipulated in the Agreement and the Platform.

 

3.5.      The Customer is obliged to repay the Deferred Payment Structure and any other fees or penalties (if any) based on the agreed repayment period in accordance with the Agreement and as shown in the Platform.

 

 

3.6.      Any risk of misunderstanding, miscommunications, errors, damages, costs or losses incurred by the use of the Platform or in connection with the Agreement is entirely at your own risk. Atome is not responsible for any loss caused by a failure in accessing and usage method of the Platform and that is beyond Atome’s control or in breach of this Terms and Conditions.

 

3.7.      The Merchant remain fully responsible for its services. The sale and purchase of the Merchant’s goods and/or services between the Merchant and the Customer shall remain a contract between the respective Customer and Merchant. Atome does not:

 

(a)        take part in the performance of the Merchant’s obligations in the transaction;

 

(b)        own, create, engineer, manufacture, sell, resell, provide, control, manage, offer, deliver, transfer or supply any Merchant’s goods and/or services;

 

(c)        provide insurance of any kind in connection with the Merchant’s goods and/or services; or

 

(d)        make any representations and warranties of any kind in connection with the Merchant’s goods and/or services, express or implied, including any warranties that the Merchant’s goods and/or services are accurate, complete, reliable current, suitable, fit for purpose or error-free.

 

3.8.      THE PARTIES ACKNOWLEDGE THAT:

 

(a)        THE MERCHANT IS SOLELY RESPONSIBLE FOR ANY LIABILITIES INCURRED AND OBLIGATIONS ARISING FROM AND IN CONNECTION WITH THE PROVISION OF THE MERCHANT’S GOODS AND/OR SERVICES; AND

 

(b)        ANY FEES CHARGED BY THE MERCHANT FOR THE USE OF OUR SERVICES (IF ANY) ARE CHARGED IN THE SOLE DISCRETION OF THE MERCHANT, AND DO NOT REPRESENT ANY FEES CHARGED OR INTENDED TO BE CHARGED BY ATOME TO ANY CUSTOMERS IN ANY WAY.

 

 

4.          Eligibility; Account Creation; Member Verification

 

4.1.      Eligibility of Customer.

 

By creating an Account in accordance with Clause 4.4, the Customer makes the following representations and warranties, which are repeated at all times during which these Terms are in force:

 

(i)          he/she is an individual who is at least eighteen (18) years old and is capable of entering into a legally binding contract;

 

(ii)         he/she is living in the territory of the Republic of the Philippines;

 

(iii)        have met, and continue to meet, such eligibility requirements and verification checks and assessments and Terms of Service as may be required under the Platform from time to time in relation to the Services;

 

(iv)       have successfully completed any pre-authorization procedures under the Platform; and

 

(v)        he is an authorised holder of an eligible debit card, credit card or other payment method as may be accepted by Atome from time to time (“Payment Method”).

 

4.2.      Eligibility of Merchant.

 

By creating an Account in accordance with Clause 4.4, a Merchant makes the following representations and warranties, which are repeated at all times during which these Terms are in force:

 

(i)          it is a duly incorporated and validly existing business, organization or other legal entity in good standing;

 

(ii)         it is capable of entering into a legally binding contract;

 

(iii)        have met, and continue to meet, such eligibility requirements and verification checks and assessments and Terms of Service as may be required under the Platform from time to time in relation to the Services;

 

(iv)       have successfully completed any pre-authorization procedures under the Platform;

 

(v)        it is an authorised holder of an eligible debit card, credit card or other Payment Method; and

 

(vi)       the designated bank account provided by it is acceptable to Atome and is legally and beneficially held in the name of and under the sole control of the Merchant (the “Payout Bank Account”).

 

4.3.      Atome reserves the right to deny, suspend or terminate the provision of the Services or to restrict, suspend or terminate access to the Platform of any Merchant or Customer at our sole discretion should we discover any circumstances that may cause the representations and warranties under Clauses 4.1 or 4.2 to be inaccurate.

 

4.4.      Account.

 

(a)        Any Customer or Merchant wishing to access the Platform must create and register a password-protected account on the Platform. You will be required to provide such information as may be required by Atome from time to time, including, but not limited to, details relating to your Preferred Payment Method (defined in Clause 5.1(ii)), in the case of Customer, or the Payout Bank Account (in the case of Merchant).  Customer and Merchants holding an Account in the Platform shall be referred to as Members”.

 

(b)        Each Member may only hold one Account. 

 

(c)        Each Member agrees to the following:  

 

(i)          It promptly and at all times provide true, accurate, current and complete information about themselves as may be prompted by any registration forms or otherwise requested by Atome from time to time (“Registration Data”);

 

(ii)         It’s access to Atome’s Services or the Platform may be suspended until the requested Registration Data is provided;

 

(iii)        It maintains the security of your Account’s password and login details and to immediately inform Atome of any potential compromise of your password or login details;

 

(iv)       It will be solely responsible for all activities that occur within the Member’s Account, whether or not authorized by the Member, and, in the case of Customers, all transactions initiated through your Preferred Payment Method;

 

(v)        It maintains and promptly updates the Registration Data, and any other information the Member provides to Atome, to keep it accurate, current and complete at all times;

 

(vi)       It promptly notifies Atome regarding any material changes to information or circumstances that may cause the representations and warranties made under Clauses 4.1 or 4.2 to be inaccurate;

 

(vii)      It will be fully responsible for all use of it’s Account and for any actions that take place using it’s Account;

 

(viii)     It will immediately inform Atome upon any suspicion of fraudulent activities relating to it’s Preferred Payment Method or Payout Bank Account and to allow Atome to share such information with third party payment providers for, among others, the purposes of reducing further fraudulent activities;

 

(ix)       It will immediately notify us if it becomes aware of any suspected or actual or suspected loss, theft, fraud, or unauthorized use of it’s Account and Account password (“Security Breach”);

 

(x)        It ensures that its Account is used in a responsible and lawful manner in accordance with applicable law and to mitigate any risks of your Account’s involvement in any prohibited activities described in Clause 8; and

 

(xi)       It will comply with all our policies which we notify you from time to time.

 

(d)        We may terminate or suspend your Account in the event of a Security Breach, provided always that you shall remain responsible for any actions taken through the use of your Account before such termination or suspension. ATOME shall NOT bear any liability or responsibility for losses of any kind that A MEMBER may SUFFER as a result of ITS FAILURE TO MAINTAIN THE CONFIDENTIALITY OF ITS PASSWORD OR BY PROVIDING ACCESS TO your ACCOUNT TO ANY PERSON OTHER THAN yourself or as a result of A security breach.

 

4.5.      Verification and Other Checks.

 

(a)        For Customers. You authorize us to make, directly or through third parties, any inquiries necessary to verify your identity and to assess your capability to make payments in accordance with the Deferred Payment Structure. You further agree and authorise us to share such information with the Merchant, any company or business entity that is our subsidiary, our holding company or a subsidiary of our holding companies (our “Affiliates”) or any other third party as may be relevant or necessary to carry out the above assessment.

 

(b)        For Merchants. You authorize us to make, directly to or through local authorities or any other third party, any inquiries necessary to carry out anti-money laundering and know-your-client checks against you, including verifying the identity of your beneficial owner(s), performing credit checks, confirming your Payout Bank Account details, verifying and confirming the authority of your authorised signatories, and such other checks as we may deem necessary or appropriate. You further agree and authorise us to share such information with our Affiliates or any other third party as may be relevant or necessary to carry out the above assessment.

 

(c)        Atome does not assume any responsibility for the confirmation of any Member’s identity. Notwithstanding the above, for transparency, fraud prevention, anti-money laundering and counter-terrorist financing purposes, and as permitted by applicable laws, we may (i) ask Members to provide a form of government identification or relevant constitutional documents as the case may be, or other information or undertake additional checks designed to help verify the identities or backgrounds of Members, (ii) screen Members against third party databases, lists of prohibited countries, territories, entities and individuals including lists maintained by the United Nations,  or other sources; (iii) request reports from service providers, and (iv) where we have sufficient information to identify a Customer, obtain reports from public records of criminal convictions, tax offences or sex offender registrations or an equivalent version of background or registered sex offender checks in your local jurisdiction (if available).

 

4.6.      Atome may make access to and use of the Platform, or certain areas or features of the Platform, subject to certain conditions or requirements, such as completing a verification process, meeting specific quality or eligibility criteria, your repayment history and such other operating processes as may be imposed from time to time. The access to or use of certain areas and features of the Platform may therefore be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions, before you can access the relevant areas or features of the Platform. If there is a conflict between these Terms and such additional terms and conditions as may be applicable to a specific area or feature of the Platform, the latter terms and conditions shall prevail with respect to the subject matter, specific area or feature as specifically addressed in such terms and conditions, unless specified otherwise.

 

5.          Account Suspension

 

5.1.      Atome may suspend, block, restrict access to or close an Account (“Suspension”, and the term “Suspended” shall be construed accordingly) at any time and for any reason without a Member’s consent or prior notice. Without prejudice to the foregoing, Atome may, among others:

 

(a)        suspend or deactivate a Customer’s Account if any instalment payment pursuant to the Deferred Payment Structure is not received for whatever reason; and

 

(b)        close or permanently terminate a Member’s Account if:

 

(i)          we become aware that you have breached any terms in these Terms;

 

(ii)         we become aware that your Account is being used by a third party, has been compromised in any way whether as a result of your actions or otherwise or is in risk of a Security Breach; or

 

(iii)        if we consider that you are using the Account or Our Services inappropriately, illegally or in a manner inconsistent with these Terms or any applicable law. 

 

5.2.      A notice will be sent to the Member by e-mail to the e-mail address provided by the Member when creating the Account with us to inform the member of the Suspension, and if applicable, what instalment payment(s) have been missed or declined.

 

5.3.      ATOME SHALL NOT BEAR ANY LIABILITY OR RESPONSIBILITY FOR ANY LOSSES OF ANY KIND THAT YOU MAY SUFFER AS A RESULT OF YOUR ACCOUNT BEING SUSPENDED FOR ANY REASON. THIS SHALL INCLUDE ANY LOSSES THAT MAY BE SUFFERED IN RELATION TO ANY PAYMENT MADE ON ITEMS INCORRECTLY BILLED OR FOR ANY DELAY IN THE ACTUAL DATE ON WHICH YOUR ACCOUNT IS DEBITED OR YOUR PAYMENT METHOD IS CHARGED.

 

5.4.      Reactivation of Customer’s Account

 

(a)        In order to reactivate a suspended Customer’s Account, you will be required to pay any amounts due to Atome as well as any administration fees charged by Atome in its sole discretion in relation to the Suspension of the Customer’s Account (“Administrative Charge”). If you provide reasonable evidence to Atome that the Account is subject to Suspension as a result of error, system failure or a Security Breach caused by third parties outside your control, we may waive the Administrative Charge and reactivate your Account at our sole discretion upon considering copies of the relevant records provided by you. 

 

(b)        Notwithstanding that you have successfully reactivated your Account after being subject to a Suspension, Atome may, at its discretion, limit, restrict, suspend or terminate your access to the Platform, whether temporarily or permanently.

 

5.5.      If a Member is subject to a Suspension, we may revise the terms of your use of the Deferred Payment Structure, including changing the amount and due date of each instalment payment payable by a Member under the Deferred Payment Structure, even after you have successfully reactivated the Account and have paid all outstanding fees.

 

6.          Account Termination

 

6.1.      You may request to close your Account at any time by contacting us at dpo@apaylater.com. Your request may take up to thirty (30) business days to process.

 

6.2.      Your request to close your Account will be denied if:

 

(c)        any amounts or payments are outstanding or due to us, including under the Deferred Payment Structure or Administrative Charges. Atome will not close your Account until all outstanding payments have been made, but we may limit your ability to use your Account for further transactions;

 

(d)        you are subject to an investigation, including in relation to the use of Our Services or the Deferred Payment Structure; or

 

(e)        there is any pending dispute between you and Atome or between any Merchants and Customers, as the case may be, in relation to the Deferred Payment Structure or Merchant Services,

 

6.3.      You will remain liable for all obligations related to your Account even after your Account is closed. Atome will retain your information in accordance with our Privacy Policy at https://www.atome.ph/privacy-policy and any applicable law, rule or regulation.

 

7.          Prohibited Activities

 

7.1.      Atome will not provide the Services for any transaction which is prohibited by applicable laws and regulations or violates Atome’s internal policies, or which will result in Atome being considered to have breached any applicable laws. In particular, Atome will not provide the Services if you are using the Platform to buy or sell Merchant’s goods and/or services relating to any persons or articles prohibited or restricted under applicable laws and regulations, or if a Merchant or its Merchant Services are listed in Annex A of these Terms, which may be updated by Atome from time to time (“List of Prohibited Entities, Goods and/or Services”).

 

7.2.      You agree not to use any of Our Services for any unlawful or fraudulent activity and to immediately contact us if you believe that your Account may be subject to any unlawful or fraudulent activity. By using Our Services, you agree that you will not and will not assist or enable others to do any of the following:

 

(a)        breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or agreements with us, including these Terms;

 

(b)        provide false, inaccurate or misleading information to us;

 

(c)        provide information belonging to any person other than yourself;

 

(d)        use an Account that belongs to another person for yourself or on behalf of another person unless expressly authorised;

 

(e)        use any device, software, routine, file or other tool or technology, including any viruses, trojan horses, worms, time bombs or cancelbots, intended to damage or interfere with Our Services or to surreptitiously intercept or expropriate any system, data or personal information from Our Services;

 

(f)         take any action that imposes an unreasonable or disproportionately large load on our infrastructure, including denial of service attacks, “spam” or any other such unsolicited overload technique;

 

(g)        commit unauthorised use of Our Services, including unauthorised entry into our systems, misuse of passwords, or misuse of any information posted to Our Services; or

 

(h)        open or use multiple Accounts.

 

8.          Refunds

 

8.1.      Merchants may have policies in relation to refunds. All Customers should contact the Merchant directly to arrange refunds and refunds should be made in accordance with the refund policies of the Merchant, subject to these Terms. A Customer acknowledges that it is the Merchant’s decision to agree whether a refund should be made.

 

8.2.      The Merchant must follow the steps for refund as set out in the contract between Atome and the Merchant, should they decide to process a refund to a Customer.

 

8.3.      Upon Atome being notified by the Merchant of a decision to refund through initiating the refund the process on the Platform, Atome will return all amounts received from the Customer up to the time of refund in relation to the relevant terminated contract for Merchant Services to the Payment Method of the Customer.

 

8.4.      Atome reserves the right to charge administrative fees to handle the refund.

 

9.          Promotional Credits

 

9.1.      A Customer may be granted promotional payment credits (“Promotional Credit”) from time to time to reduce the corresponding amount of payment payable by them under the Deferred Payment Structure. The Promotional Credit may be granted by Atome to the Customer (“Atome Credits”) or by a Merchant to a Customer (“Merchant Credits”).

 

9.2.      The use of Promotional Credits is subject to the terms of the Promotional Credit applicable and notified to the Customer at the time of granting the Promotional Credits.

 

10.       Intellectual Property

 

10.1.    All content included in or made available through Our Services, such as text, graphics, logos, button icons, images, digital downloads, data compilations, and software is protected under applicable copyrights, trademarks and other proprietary rights (including intellectual property rights) are owned by Atome or Our Affiliates. The copying, redistribution, use or publication by you of any part of Our Services, unless expressly permitted in these Terms, is strictly prohibited. Use of Our Services does not give you ownership of any intellectual property rights in any of the content, documents or other materials you access. The posting of information or materials on Our Services does not constitute a waiver of any right in such information and materials. For the avoidance of doubt, the use of the term software herein shall include its respective components, processes and design in its entirety.

 

10.2.    If you believe that your intellectual property rights have been infringed, please contact us at cs@atome.ph.

 

10.3.    We aim to respond quickly to the concerns of rights owners about any alleged infringement and we reserve the rights to terminate repeat infringers’ access to The Platform.

 

11.       Trademark Notices

 

11.1.    The trademarks, service marks and logos (the “Trademarks”) used and displayed on Our Services are registered and unregistered Trademarks of Atome. Other trademarks, service marks and trade names may be owned by others. Nothing on Our Services should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark or any other Atome intellectual property displayed on Our Services. The name “APaylater”, “Atome” and any other Trademarks shall not be used in any way, including in advertising or publicity pertaining to distribution of materials on Our Services, without prior written permission from Atome.

 

12.       Transfers or Assignments

 

12.1.    You shall not transfer or assign any rights and obligations you may have under these Terms without our prior written consent.

 

12.2.    We may transfer, assign or novate these Terms, and any rights, obligations and conditions under these Terms, to a third party without your consent or notice. 

 

13.       Changes to these Terms

 

13.1.    We may vary or amend these Terms from time to time without requiring express or implied consent and without prior notice of such variations or amendments. Such variations or amendments to these Terms shall be effective upon such updated version being uploaded on our Platform. You agree that it shall be your responsibility to monitor the Platform for any changes to these Terms. Your continued use of Our Services after such variation or amendment of these Terms will constitute your acceptance of such variation or amendment. 

 

13.2.    You may not amend these Terms.

 

14.       Dispute Resolution

 

14.1.    In the event of a controversy, dispute or claim between the Parties arising from or relating to these Terms or the enforcement of any provision of these Terms or the Privacy Policy (a “Dispute”), Parties shall first:

 

(a)        issue a written notice of the Dispute (“Notice”) to the other Party; and

 

(b)        attempt to resolve such Dispute for at least thirty (30) calendar days upon receipt of such Notice.

 

14.2.    Your address for such Notices is the email address you have provided in your Account. Our address for such Notices is: by email to cs@atome.ph.

 

14.3.    All Notices must include:

 

(a)        name of the Party issuing the Notice;

 

(b)        Account information, including the login name of the Account of the Party issuing the Notice;

(c)        a brief description of the Dispute; and

 

(d)        contact information of the Party issuing the Notice.

 

14.4.    If the Parties are unable to resolve the Dispute by negotiation in accordance with Clause 15.1 above within thirty (30) calendar days upon receipt of such Notice, the Dispute shall be referred to and finally resolved by arbitration administered by the Philippine Dispute Resolution Center, Inc. (“PDRCI”) under the HKIAC Administered Arbitration Rules in force at the time the notice of arbitration is submitted, which rules are deemed to be incorporated by reference in this Clause 15.4 The appointing authority shall be the PDRCI. The seat of the arbitration shall be in Manila. The tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English.

 

14.5.    If there is any dispute between the Customer and Merchant relating to a certain Merchant’s goods and/or services, both Customer and Merchant agree to release us, Our Affiliates and our and their respective officers, directors, employees and agents from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. To the extent permitted by applicable law, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of such release to include only those claims which you may know or suspect to exist in your favor at the time of the release.

 

15.       Applicable Law and Jurisdiction

 

15.1.    Except as expressly provided otherwise, these Terms, and all non-contractual matters arising from or in connection with these Terms, are governed by, and will be construed under, the laws of the Philippines. The United Nations Convention on Contracts for the International Sale of Goods is not applicable to these Terms.

 

16.       Limitation of Liability

 

To the extent permitted by law, under no circumstances shall Atome or Our Affiliates, employees, officers, representatives, the Assignee and any third parties providing services for or on behalf of Atome (the “Indemnified Parties”) be liable to you for any indirect, incidental, consequential, special or exemplary damages (whether in contract, tort, equity or otherwise), arising out of or relating to the use of the Platform or of opening an Account on the Platform, the use of or inability to use an Account, the use of the Deferred Payment Structure or related Our Services, or our or your liabilities to third parties arising from any source.

 

17.       Indemnification

 

17.1.    You agree to release, indemnify and hold harmless the Indemnified Parties from and against any claims, liabilities, damages, losses and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way related to:

 

(e)        your access to, use of, or inability to use your Account or Our Services;

 

(f)         your breach or alleged breach of these Terms;

 

(g)        your violation of any rights of a third party, including any negligence or wilful misconduct of you, your employees, contractors, representatives or agents, if relevant and as the case may be, or a breach of any contracts or other relationships between you and third parties;

 

(h)        inability to repay your debts or any amounts due in relation to the Deferred Payment Structure;

 

(i)          your violation of any applicable law; or

 

(j)          your failure to provide and maintain true, accurate, current and complete information when creating and registering for an Account. You shall cooperate as fully and as reasonably required in the defense of any such claim.

 

17.2.    Atome reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. You agree not to settle any matter without the prior written consent of Atome. This Clause 18 will survive the termination of these Terms and of your Account.

 

18.       Disclaimer of Warranties

 

18.1.    OUR SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT REPRESENTATION OR WARRANTY, WHETHER IT IS EXPRESS, IMPLIED, OR STATUTORY. WITHOUT LIMITING THE FOREGOING, ATOME SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

 

18.2.    ATOME DOES NOT WARRANT OR GUARANTEE THAT:

 

(k)        OUR SERVICES ARE ACCURATE, RELIABLE OR CORRECT;

 

(l)          OUR SERVICES WILL MEET YOUR REQUIREMENTS OR FIT FOR PURPOSE;

 

(m)       THAT OUR SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, WITHOUT DEFECT OR SECURE;

 

(n)        ANY DEFECTS OR ERRORS WILL BE CORRECTED; AND

 

(o)        OUR SERVICES, INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH OUR SERVICES, THE PLATFORM OR ELECTRONIC COMMUNICATIONS SENT FROM ATOME ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

 

18.3.    TO THE FULL EXTENT PERMISSIBLE BY LAW, ATOME DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ATOME WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF ANY ATOME SERVICE, OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH ANY ATOME SERVICE, INCLUDING ANY INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING;

 

18.4.    Atome does not warrant, endorse, guarantee, or assume responsibility for any product or services advertised or offered by a Merchant. Atome does not have control of, or liability for, Merchant Services that are bought or sold by the Merchant, whether using the Platform or not.

 

18.5.    In addition, to the extent permitted by applicable law, the Indemnified Parties are not liable to you for any damages or losses (including loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect, or consequential damages) resulting directly or indirectly from:

 

(a)        the content you provide (directly or indirectly) when using Our Services;

 

(b)        your use of or your inability to use Our Services or the Platform;

 

(c)        delays or disruptions in Our Services or The Platform;

 

(d)        viruses or other malicious software obtained by accessing or linking to Our Services or The Platform;

 

(e)        glitches, bugs, errors, or inaccuracies of any kind in our Our Services or The Platform;

 

(f)         damage to your hardware device from the use of any Atome Service or access to The Platform;

 

(g)        the content, actions, or inactions of third parties, including items listed using Our Services or the destruction of allegedly fake items;

 

(h)        a suspension or other action taken with respect to your account in accordance with these Terms; or

 

(i)          your need to modify practices, content, or behavior, or your loss of or inability to do business, as a result of changes to these Terms or our policies.

19.       Miscellaneous

 

19.1.    These Terms, as amended from time to time, are effective until you terminate your Account or in the case of a Customer, until all amounts due under the Purchase Payment Contract are paid in full or otherwise cancelled or refunded. The following provisions of these Terms shall survive termination of your use or access to Our Services: Clauses 15 (Dispute Resolution), 16 (Applicable Law and Jurisdiction), 17 (Limitation of Liability), 18 (Indemnification), 19 (Disclaimer of Warranties), 20 (Miscellaneous), and any other provision that by its terms survives termination of your use or access to Our Services.

 

19.2.    If any provision of these Terms (or any portion thereof) is determined to be invalid or unenforceable, the remaining provisions of these Terms shall not be affected thereby and shall be binding upon the parties and shall be enforceable, as though said invalid or unenforceable provision (or portion thereof) were not contained in these Terms.

 

19.3.    These Terms constitute and contain the entire agreement between you and us with respect to the subject matter hereof and supersede any prior or contemporaneous oral or written agreements. You and we acknowledge and agree that the other has not made any representations, warranties or agreements of any kind, except as expressly set forth herein.

 

19.4.    No failure on our part to exercise and no delay on our part in exercising any right under the Terms will operate as a release or waiver thereof, nor will any single or partial exercise of any right preclude any other or further exercise of it.

 

19.5.    Unless indicated otherwise, a person who is not subject to these Terms shall have no right to enforce or enjoy the benefit of any terms under these Terms.

 

19.6.    Nothing in these Terms shall be deemed to constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in these Terms.

 

19.7.    Neither Party shall have any liability under or be deemed to be in breach of these Terms for any delays or failures in performance of these Terms which result from circumstances beyond the reasonable control of that party, except for payment obligations. The Party affected by such circumstances shall promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so.

 

19.8.    Any references to the collection of, processing and transfer of a Member’s personal data in these Terms shall be subject to our Privacy Policy which is available at https://www.atome.ph/privacy-policy.

 

20.       Questions

 

20.1.    If you have any questions, complaints or claims with respect to Our Services, please contact us at cs@atome.ph. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

 


 

ANNEX A: Prohibited Entities, Goods and/or Services

 

1.              Anonymous or fictitious entities;

2.              Any entities and individuals on sanction lists including but not limited to the such lists maintained by the United Nations or associated with such countries and territories on such sanction lists;

3.              Any entities affiliated with terrorists and individuals designated as terrorists;

4.              Confidential numbered accounts;

5.              Entities related to blacklisted persons;

6.              Shell banks or shell financial institutions;

7.              Bearer share companies;

8.              Unlicensed money lending;

9.              Unlicensed casinos and online casinos;

10.           Casino cruise ships;

11.           Unlicensed casino junkets;

12.           Cryptocurrencies;

13.           Firearms / weapons;

14.           Ammunition;

15.           Drugs, drug paraphernalia and drug test circumvention aids;

16.           Fireworks and hazardous materials;

17.           Miracle Cures;

18.           Currency and FOREX;

19.           Pornography, obscene and adult content;

20.           Sexually oriented materials or services;

21.           Counterfeit and replica goods;

22.           Items or downloads infringe or violate copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction;

23.           Pyramid or Ponzi scheme, matrix program and other get rich quick schemes;

24.           Telemarketing and investment scheme;

25.           Gold;

26.           Items that promote hatred, racism, religious persecution or contain offensive content;

27.           Items encouraging illegal activity;

28.           Human remains and body parts;

29.           Unlicensed multi-level marketing;

30.           Stolen goods including digital and virtual goods;

31.           Involves the sale of products or services identified by government agencies to have a high likelihood of being fraudulent; and

32.           Gambling, or any other activity with an entry fee and a prize, including, but not limited to casino games, sports betting, horse or greyhound racing, lottery tickets, other ventures that facilitate gambling, (whether or not it is legally defined as a lottery) and sweepstakes.