TERMS OF SERVICE
The User is instructed to carefully read and understand the provisions contained in the Terms herein. Should the User not agree with any of its terms, he or she is advised to refrain from using the Service.
Section I: Definition of terms.
For all intents and purposes, the following terminologies used herein shall mean as follows:
1. MAXIM – refers to Taxsee Philippines, Inc. operating under the name Maxim Rides & Food Delivery, its affiliates, subsidiaries, employees, and other corporate entities related to Taxsee Philippines, Inc.
2. Client – refers to any individual or entity subscribing, using, and utilizing the Service of MAXIM in order to place an Order to be performed by a Partner. Such Order may include an order for a service for transportation of passengers and luggage or delivery of parcels or packages.
3. Partner – refers to a person who has fully subscribed to the Terms and Policies of MAXIM’s Services and has voluntarily agreed to perform Orders.
4. User – refers to both the Client and/or Partner.
5. Application – refers to both the mobile software application installed in the User’s mobile device and online ordering services available in the official website of MAXIM. The mobile application and online ordering service have been integrated with the software and programs of MAXIM which allows and permits the processing of the Orders of the Users.
6. Service – refers to information services of receiving, processing, and transmission of information of the Client including, but not limited to, his or her Order, luggage, geolocation, and other personal information to the Partner. It shall also refer to the receiving, processing, and transmission of information of the Client including, but not limited to, his or her Order, luggage, geolocation, and other personal information to the Partner. It shall also refer to the receiving, processing, and transmission of the information of the Partner including, but not limited to, his or her name, geolocation, vehicle information, and other personal information to the Client. The Service also includes the provision of means of communication, collection, and settlement between the Client and Partner through the Application.
7. Order – means information placed in the Application and containing data about the demand for the provision of the Services and having certain parameters, whether for a transportation of passengers and luggage or any other service for a delivery of freights, services, and goods, including delivery of personal laundry, procurement of massage services, or other services being offered by the Application, placed by the Client in the Application containing the specific details and parameters which is to be processed and transmitted to the specific Partner completing and performing such order. This shall include Pre-Orders made by Clients.
8. Profile - refers to an account duly made and registered by the User in the system of MAXIM containing his or her personal information and details including, but not limited to, name, gender, address, location, and phone number. It shall also contain the statistical data of the services rendered by the Partners or the current status of the Client’s Personal Account, as the case may be. The Profile shall also display the Personal Account of the User indicating the total amount deposited by the User to his Personal Account including all the transactions including, but not limited to, advanced payments of the User and amounts of funds deducted as payment for the performance of the Order.
9. Personal Account – For Partners, it is an account wherein advance payments are recorded and from which funds are debited as a payment for Subscription Fees. For Clients, it shall refer to an account where Client’s advanced payments and written off or deducted amounts for payment of a Partner’s service are withheld.
10. Rating – refers to the score or grade of the User computed by the Application based on the accumulated ratings and reports made by other Users. This shall be made a basis for the frequency of the receipt of Order requests in the case of Partners.
11. Route – refers to a vehicle route between the departure and destination points.
12. Pre-Order – refers to an Order duly made and booked by the Client sixty (60) minutes in advance indicating the ideal arrival time taking into account the possibility of compliance thereof subsequently accepted by the Partner.
13. Database – refers to an organized structure, both physical and electronic, constituting set of materials, technical facilities, software and hardware, as well as methods and algorithms or program codes designated to systematize, store, process, or transform the materials in accordance with the database algorithms. The Database materials can be accessed through the Application.
Section II: the Service.
1. As defined, MAXIM, through the use of the Application, shall receive and process the information of the User and transmit the same to other Users related to the completion and performance of the Order. Specifically, the Service undertaken and to be performed by MAXIM, under and pursuant to this Agreement, shall include the following, to wit:
a) receiving the personal information given by the User voluntarily;
b) registering, encoding, and uploading the information of the User in the Application;
d) receiving the details of the Order of the Client;
e) uploading the Order to the Application for viewing;
g) provide a means of communication between the Client and the Partner while the completion of the Order is pending;
h) credit the balance of the User once a deposit is made to the Personal Account;
i)Debit and deduct the balance of the selected Personal Account of the Client once an Order has been completed and he or she has opted to use his or her Personal Account to pay the fees of the Order;
j) credit the Personal Account of the Partner once an Order has been completed and the Client has opted to use his or her Personal Account to pay his or her payables;
k) receive complaints from Clients regarding alleged improper performance of the Order, or other issues related to the Order or Partner and investigate the same;
l) as far as capable, provide the Client an avenue to pay for the completion of the Order using the following forms:
(i) deducting the selected Personal Account of the Client after he or she has credited funds thereto; or
(ii) upon integration of third-party payment gateway service, provide the Client an avenue to pay the Partner for the completion of the Order.
m) receive complaints from Partners regarding issues involving the Order or the Client being serviced and investigate the same; and
n) monitor and reprimand improper behavior committed by the User once a proper determination is made thereof and impose the necessary sanctions.
2. Means and methods. It is understood that MAXIM will retain the exclusive right to determine the methods and means to be employed to perform the Service contemplated for under this Agreement. MAXIM is not required to follow any particular routine or schedule to perform the Service at any particular place or to be available to perform the Service at any particular time.
Moreover, MAXIM does not possess control over the means and methods of the completion of the Order by MAXIM. The Partner may freely utilize the information he or she is able to possess by virtue of the Application, subject to the terms and conditions contained herein. MAXIM does not assign orders to the Partner, the Partner voluntary decides to accept or decline any available order in the Application.
Section III: Maxim's obligations, undertakings, representations and warranties.
1. In furtherance of the Agreement, MAXIM obligates and undertakes to perform the following duties:
a) perform the Service and comply with needs and requirements needed for the fulfillment of the obligation;
b) Routinely perform service maintenance to check for any errors and for the proper and efficient operation of the Application;
c) promptly inform, provide, and transmit to the User the information in relation to the Order;
d) monitor calls made through the Application for internal and quality control;
e) inform the Client about delays in the delivery of the Order;
f) inform the Client about availability of Partners within the vicinity of his or her Order;
g) prompt the Client about the inability of the Application to cater the Order made;
h) timely credit the advance payments to the Personal Account of the User;
i) transfer payments from the Client’s Personal Account to the Partner’s Personal Account at the Client’s request;
j) timely detect and prevent attempts of unauthorized access to the information provided by the Client, and any unauthorized transfer to the persons that are not directly related to the execution of the Order;
k) compute the estimated fees and costs to be paid by the Client taking into consideration the additional fees being requested by the Partner;
l) notify the Partner about the claim or report from the Client, shares the Client’s contact number with the Partner, and the content of the Client’s claim. Further conflict resolution shall be carried out between the Client and the Partner without the MAXIM’s participation;
m) accept Client’s Pre-Orders provided that the completion of such Order is possible;
n) in case of cancellation of the Order by the Client as well as in other similar cases wherein the Client’s Order was not fulfilled, should the Client opt to pay for the Order through non-cash payment, the funds appropriated shall be returned to the Client.
o) inform the Client of the arrival of the Partner, specifying Partner’s and his or her vehicle’s compulsory details as required by the relevant rules and regulations, and the cost of the services rendered by Partner;
p) to the best of its abilities, provide continuous, uninterrupted, and constant operation of the Database during the existence of this Agreement; and
q) other related activities necessary for the performance of the Service.
2. MAXIM represents and warrants the following representations and warranties:
a) MAXIM is the owner and holder of all rights related to the use of the Application and Service;
b) to its knowledge, the license granted by MAXIM for Users to use the Application found under this Terms of Service and attached License Agreement shall not violate any third-party intellectual rights;
c) MAXIM is an entity engaged in the business of providing an application or avenue for Clients to use in order to reach Partners who are willing and capable in complying with the Orders set forth by the Clients in the Application;
d) MAXIM is not a courier, messenger, laundry, or health and wellness business and does not represent that it is one. MAXIM does not provide the Client with services for transportation of passengers and luggage or any other service for a delivery of freights, services, and goods, including delivery of personal laundry, procurement of massage services, or other services indicated in the Application;
e) MAXIM is not involved in the transaction between the Client and Partner and does not warrant or guarantee the consummation and completion of the Order of the Client. MAXIM is not a beneficiary and shall not receive any profit from the payments made by the Client;
f)MAXIM and the Partners agree and accept that the Partners are independent contractors. MAXIM warrants and represents that the Partners are not part of any sort of association, company, partnership (implied or otherwise), joint venture or agency. There exists no employer-employee relationship or agency between MAXIM and the Partners;
g) MAXIM shall not impede the Users access to the information contained in the Application and Service related to the Order for as long as such is not in violation of the license Agreement, law, public policy, and other pertinent statutes and agreements;
h) MAXIM shall not change or revise the Client’s data without his or her consent;
i) non-cash payment using bank cards shall be carried out by MAXIM in accordance and conformity with the laws of the Philippines including pertinent and relevant banking laws.
Section IV: MAXIM’s rights.
1. MAXIM’S Rights. In addition to the rights and entitlements of MAXIM as provided for by law, it shall be entitled to the following rights:
a) cancel the Order of the Client once a determination is made that the contents of the information are false, untrue, inaccurate, or the contents of the goods are unlawful or illegal;
b)suspend the Personal Accounts of the Users should it be discovered that the provisions of this Agreement are violated or when legally mandated by the Courts, authorities, or pertinent laws to do so;
c) screen and determine the viability, fitness, and competency of the User who has applied as a Partner. If found MAXIM finds that the User is unfit to be a Partner, MAXIM reserves the right to deny his or her application as a Partner;
d) demand additional requirements and documentation for the completion of the registration of the User;
e) demand for reimbursement, remunerations, damages or compensation from the User for any damage sustained or brought about by improper, unlawful, or malicious use of the Service and/or Application by such User. Such shall be immediately demandable and shall not require any prior written demand;
f) in relation to the provision above, MAXIM shall subject all indebtedness or unpaid fees or reimbursements due to an interest of six percent (6%) per annum;
g) view the Ratings of the Users;
h)adjust the priority and frequency of Orders to Partners,the adjustments shall be based on the Ratings of the Partner and other factors as determined by MAXIM;
i) recalculate and adjust the computed fees of the Order should the Client alter, change, or modify his or her Order;
j) adjust or change the consideration or fees for the Service rendered, subject to the compliance of the notice requirement contemplated under Section 10, Paragraph 3 of this Agreement;
k) assess a penalty for every violation committed by a Partner. The list of violations is posted in the Application;
l) all other pertinent rights in relation to the Agreement.
Section V: Clients’ obligations, undertakings, representations and warranties.
1. Client’s Obligations. In furtherance of the Agreement, the Client obligates and undertakes to perform the following duties and obligations:
a) thoroughly read and understand the Agreement before availing the Service or using the Application;
b)provide truthful, actual, and accurate information in relation to his or her registration in the Database to be used for the Application including, but not limited to: (1) Name, (2) Contact Number with country code, (3) Gender, (4) Email Address, and (5) other relevant and necessary information;
c) provide MAXIM the necessary competent proof of identity or any other important documents when requested by MAXIM or any of its representatives;
d) provide truthful, actual, and accurate information in relation to his or her Order including, but not limited to: (1) his/her phone number, (2) time and address for the vehicle arrival, (3) vehicle type, trip route, and (4) required transportation or delivery conditions;
e)must regularly update the information contained in their respective Profiles and Personal Account;
f) book Orders responsibly by taking into account the time necessary for the vehicle arrival and other important factors such as traffic and distance, the number of seats and the space of the vehicle, as well as the need to equip the vehicle with child restraints, and other important matters;
g) use the provided vehicle or means for delivery for the intended purpose;
h) keep and maintain the cleanliness and orderliness of the Vehicle throughout the Route;
i) deal with MAXIM, its representatives, and the Partners cordially and respectfully, and must transact with MAXIM, its representatives, and the Partners in good faith during such dealings;
j) will not permit or authorize the use of his or her Personal Account by any party other than himself or herself, and keep and safeguard the security credentials of the Personal Account;
k) immediately notify MAXIM or any of its representatives of any unauthorized access or compromised Personal Account;
l) use the Application and Service for legal and lawful purposes only;
m)pay the Partner for the satisfaction and completion of his or her Order carried out by said Partner;
n) shall not impair the operations of MAXIM and the Application in any way and shall refrain from disturbing the Partners or MAXIM by doing the following:
(i) sending unnecessary, repetitive, and disruptive chats, spam, or messages;
(ii) sending, forwarding, or storing materials or messages which might infringe, violate, or encroach upon any rights or entitlements set forth by law;
(iii) forwarding messages or materials which might cause harm to the Database needed for the Service such as computer viruses, harmful programs, or other deleterious software or programs;
(iv) accessing or attempting to access the Personal Accounts of other Users without their consent or conformity;
(v) committing an act or fault that may cause damage and disparage the goodwill, name, and reputation of MAXIM and any of its subsidiaries;
(vi) change, reproduce, copy, rework (including translation), distribute (including sale, rental, lease, etc.), publish or modify the Application, in whole or in part;
(vii) decompile, disassemble, decrypt, and otherwise attempt to extract the object code of the Application and its components for the purpose of using them in a manner not expressly specified in this Agreement, which allows unauthorized access to the Application and algorithms embedded in it;
(viii) perform actions aimed at destabilizing the operation of the Application, attempt unauthorized access to the management of the Application or its closed sections (including sections that may be accessed only by the Service), and perform any other similar actions;
(ix) transfer the granted rights to use the Application, including the login and password, to third parties or by entering into a sub-license agreement or otherwise;
(x) perform other actions or use the Application in any other way not expressly provided for in this Agreement;
(xi) inform MAXIM or any of its representatives on cases of violation of the Client’s rights or entitlements made by the Partner in order to improve the quality of services provided as well as to ensure real-time interaction between the Client and the Partner. This shall be done through the means of the electronic feedback form found in the Application or in writing sent to the location of MAXIM.
(xii) will not use the Application or Service as a means to commit a crime nor further the performance of the same;
(xiii) assist MAXIM during investigations, whether internally or externally, as may be required by law, this Agreement, or MAXIM;
(xiv) undertake not to do any act in whatsoever manner, verbally, physically, explicitly or implicitly, including but not limited to the disparagement of MAXIM, which may cause the impairment to the latter’s reputation and goodwill;
(xv) voluntarily register the needed bank details should the Client opt to pay the fees and payables by way of bank transfer or transaction;
(xvi) the method of payment shall be determined by the Client out of the options provided in the Application;
(xvii) understand and agree that the performance of the Service and the use of the Application is subject to MAXIM’s rules and policies which may be amended by MAXIM anytime;
(xviii) receive information, as well as promotional information including, but not limited to, social media messaging applications distributed through mobile networks subject to the Consumer Act of the Philippines and other relevant advertising laws;
(xix) other obligations and undertakings necessary for the proper performance of the Service.
2. Client’s Representations and Warranties. The Client warrants and represents the following representations:
a) the Client is of legal age and is eligible to enter into agreements and contracts following the laws of the Philippines.
b) the information provided by the Client to MAXIM are truthful, accurate, and correct, and any damage caused by the false, inaccurate, and incorrect information provided by the Client shall be directly attributable to him or her.
c) the Client holds MAXIM free from any liability arising from the Partners or the improper use of the Application and Service.
d) the Client shall be responsible for the content and reliability of the information provided while placing an Order.
e) the Client hereby releases and forever discharges MAXIM from any and all action and claim for sum of money, benefits, damages, claims and demands whatsoever, which in law or in equity he or she ever had, now have or which he or she may have upon or by reason of any matter, cause or thing whatsoever related to the Order or Partner, up to the time of these presents, the intention hereof being to completely and absolutely release MAXIM, their employees, affiliates, and subsidiaries from the liabilities arising wholly or partially, directly or indirectly, from the Order they made;
f) the Client warrants and represents that the reports or complaints made to MAXIM about its Service or the Partners contain truthful, actual, and accurate allegations. Any damage resulting from the false, inaccurate, malicious, or incorrect reporting by the Client shall be directly attributable to the Client;
g) other pertinent warranties and representations necessary for the efficient performance of the Service.
Section VI: Partners' Obligations, Undertakings, Representations, and Warranties.
The Partner agrees to comply, perform, and conform with the provisions contained and stipulated under section V of the Terms of Service, provisions under the License agreement. In addition to these, the following are obligated, undertaken, represented, and warranted by the Partners:
a) the Partner must be fully eligible in complying with the Orders of the Clients, as such, Partners represent that they are duly registered and licensed to handle motor vehicles and possess the licenses, permits, certifications, and other documents needed to legally and lawfully comply with the Order;
b) the Partner must properly and truthfully complete the registration as a Partner and must comply with the requirements set forth by MAXIM;
c) the Partner represents to be an independent contractor and shall be responsible for the payment of taxes or the procurement of valid policies for insurance and shall solely be responsible for any damage caused to the Client in relation to the Order;
d) obey, follow, and abide by the laws, rules, and ordinances of the locality where the Order is to be completed;
e) obey, follow, and abide by the rules, conditions, and updates given by MAXIM through the Application;
f) use the information provided in the Application responsibly and not utilize such information to further an ulterior motive or crime other than for the completion of the Order;
g) must act cordially and responsibly when dealing or transacting with Clients; the Partner must not misrepresent or lie to the Client, nor shall he maliciously manipulate the information, system, or programs stored in the Application in order to gain any sort of pecuniary benefit;
h) guarantee the completion of the Orders made by the Clients;
i) the Partner shall be liable for all liabilities, damages, and obligations arising from or as a result of the Order and hereby releases and forever discharges MAXIM from any and all action and claim for sum of money, benefits, damages, claims and demands whatsoever, which in law or in equity he or she ever had, now have or which he or she may have upon or by reason of any matter, cause or thing whatsoever related to the Order or Client, up to the time of these presents, the intention hereof being to completely and absolutely release MAXIM, their employees, affiliates, and subsidiaries from the liabilities arising wholly or partially, directly or indirectly, from the Order they accepted;
j) pay the Subscription Fee according to the License agreement;
k) except as required by any governmental or other regulatory authority, or any competent court having jurisdiction, no public announcement or press release shall be made by or on behalf of MAXIM about the existence or contents of this Agreement, or the negotiations hereunder, without the prior written consent of MAXIM. Furthermore, any proposed announcement or press release shall be discussed with MAXIM with the views and wishes of MAXIM being duly taken into account in the drafting of such announcement or press release;
l) other obligations, undertakings, warranties, and representations specific to the Partners needed for the proper and efficient performance of the Service.
Section VII: Partners' Rights.
The Partner shall be entitled to demand and establish additional compensation or payment for the provision of extra services to the Client other than what is contemplated in the Order. The extra services subject to additional payment shall include, but not limited to:
1. Waiting for a considerable period of time for the Client despite notification of the Partner’s arrival.
2. Carriage of oversized luggage beyond the capabilities of the vehicle of the Partner.
3. Refusal of the acceptance of the Order by the Client despite notification of the Partner’s arrival. The amount of such penalty shall be calculated in proportion with the minimum fare of the Order at the time of creating Order and distance from the location of the Partner at the time of creating the Order to the address specified by the Client.
4. Other circumstances which are unreasonable and beyond the scope of the Order specified by the Client.
The Client possesses the right to question these additional payments with the Partner and to report this matter to MAXIM should the issue be not resolved among themselves.
In such circumstances, MAXIM reserves the right to investigate, determine, and decide on the correctness and appropriateness of the additional payments charged by reviewing the reports and contacting the respective parties. Should MAXIM decide that the Partner has improperly demanded additional payment, MAXIM shall reimburse the Client through crediting the improperly paid additional payment to the Personal Account of the Client. In like manner, the Partner shall be assessed a violation which shall affect his or her Rating.
Section VIII: Users' rights.
In addition to the rights and entitlements of the Users as provided by law, they shall be entitled to the following rights:
1. Demand for reimbursement for over-priced or underpaid Orders, as the case may be, after proper determination and investigation by MAXIM. The User shall be entitled to request payment of any indebtedness from the Service by sending an electronic request.
2. Seek assistance from MAXIM involving issues related to the Order or Partner completing the Order including, but not limited to, overpricing of extra services by Partners, handling of the Order by the Partner, improper behavior, treatment, and conduct of the Client or Partner, as the case may be, or other similar or relevant issues.
3. Negotiate, determine, and agree with the Partner involved on other forms of payment for the Order not provided for in this Agreement including, but not limited to, payment for services in cash and by other means that do not contradict the current laws of Philippines.
4. Partners who have not been delinquent in their payments of the Subscription Fee may reasonably request MAXIM to resolve any issue that may interrupt or impede the Partner from using and accessing the Application.
5. All other pertinent rights in relation to the Agreement.
Section IX: Ratings.
1. Each Partner shall be given a Rating which shall be automatically computed by the Application. The computation shall be based on ratings made by Clients on the performance of the Order.
2. These Ratings shall be made the basis for the frequency of received Orders notwithstanding the payment of additional fees for priority in the Application.
Section X: Payment and consideration.
1. Free use for Clients. The Client shall not be charged or assessed any fee or amount for the use of the Application or provision of the Service. However, the Client must fully pay the fees and expenses related to his or her Order as indicated in the Application.
2. Payment terms for Partners for the access granted by MAXIM to pertinent information in the Application are described in the License agreement.
Change of Fees. MAXIM reserves the right to assess fees or dues for the procurement of the Service and continued use of the Application should it deem the need to do so. Notices for such are given to the User prior to the institution of such change through the Application.
3. Taxes. Each Party shall, from its account, pay all taxes, fees, dues and other impositions that shall become due to them as a result of the performance of the Service. MAXIM shall withhold such taxes and fees from the contract price as may be required by law.
Section XI: Order cost estimation procedure.
1. The total cost of the Order shall be calculated automatically by the Application and shall be based on the parameters of the specific Order including, but not limited to, vehicle type, distance of transportation or delivery, the average cost of the relevant services formed in the region of the Partner's activity, and other relevant parameters.
2. The Partner, in case of non-conformity with the calculated Order cost, adjusted with the rates set by the Partner himself/herself, shall be entitled not to accept such Order.
3. The acceptance by the Partner of the Order is to be construed as full and unconditional consent of the Partner to the computed cost and conformity to the offered Order cost with the Partner's rates. MAXIM shall be entitled to apply penalties to the Partner up to the termination of access to the database in case of unilateral modification of the order cost by the Partner after its acceptance for execution or failure to execute the accepted order.
Section XII: BREACH AND LIABILITIES
1. It is understood that any contravention to the stipulations and terms in this Agreement and License agreement as integral part of this Agreement shall be considered a breach, and shall warrant all non-breaching Parties to demand the payment of damages from the breaching Party.
2. Breach of this Agreement shall include, but is not limited to, the following instances:
a) failure by any User to comply with the obligations stipulated herein;
b) any misrepresentation done by any User in the use, operation, and subscription to the Application and Service; and
c) all other acts or omissions committed by any Party which breaches or contravenes the stipulations of this Agreement.
3. The breaching Party shall be liable for the following:
a) actual damages: the actual damages shall be equivalent to the total pecuniary loss sustained by MAXIM as a natural and probable consequence of the breaching Party’s act.
b) liquidated damages: MAXIM may inflict and assess erring Partners fees for every continued violation made which shall be deducted from the Personal Account of such Partner;
after the expiration of one (1) month from the commission of the first violation, should the Partner not commit any subsequent violation, his record would be reinstated back to when he had no violation committed;
The above notwithstanding, such imposition of fees does not constitute as a waiver of MAXIM to terminate the Agreement in the instance of any material breach of this Agreement;
c. Attorney’s Fees. Attorney’s fees shall be equivalent to the total expenses of litigation, legal fees, and all other costs paid by MAXIM for the protection and furtherance of its interests against the breaching Party in the courts of law;
d) all other damages as are just and equitable under the circumstances.
4. Furthermore, the non-breaching Parties may, in addition to all other rights and remedies the Parties may have pursuant to this Agreement or otherwise in law or in equity, immediately cancel this Agreement.
5. If the User breaches any provision of this Agreement, MAXIM shall have the right to terminate this Agreement by giving written or electronic notice thereof to the User in breach, which termination shall go into effect immediately upon receipt.
6. In the event that the Agreement is terminated, the User shall provide access to and surrender its account to MAXIM. MAXIM shall remain the exclusive owner of its properties, assets, shares, and businesses, and in no case shall this Agreement be construed as a sale, merger, or acquisition.
7. Subject to the extent of applicability of Item No. V of LTFRB Memorandum Circular No. 2021-066, in all other cases, each Party shall be liable for the damage and liability attributable to them. In such case, each Party shall hold free and harmless the other Party for any resulting costs or damages. MAXIM shall exercise due diligence of a good father of a family in accrediting and supervising its Partners.
8. MAXIM shall not be held liable or accountable for any interruptions in the provision of the Service as a result of failures of software or hardware not belonging to MAXIM. MAXIM shall likewise not be held liable or accountable for complete or partial interruptions of the Application or the Service related to replacement of hardware, software or carrying out other works required to maintain performability and development of the Service or Application.
9. MAXIM shall not be liable for lost profit or damage incurred by the User as a result of the use of the Application or Service which may be attributable to the Partner or Client, as the case may be. MAXIM shall not assume any obligations or damages sustained by the User, Partner, or third parties caused by the Partner including, but not limited to, actual damages or lost profit.
10. MAXIM shall not be responsible for the Partner’s failure to perform his or her obligations in this Agreement. MAXIM shall not be held liable for acts of the Client, Partner, or third parties which may result in sustained damages on the part of the User.
Section XIII: Effectivity and termination.
1. This Agreement shall take effect immediately upon the procurement and use of the User of the Service and Application and shall remain in force for until the Agreement is terminated.
2. MAXIM may also terminate this Agreement for any cause without need of court action, effective upon written notice to the other party of such termination. In the event of termination on the ground of an intervening “force majeure” (natural disaster, war, pandemic, etc.) recognized under governing law(s), the User shall bear their own loss.
Section XIV: Personal data protection.
2. The User agrees that their access to the information contained in the Application is limited and controlled based on the rules and provisions of the Data Privacy Act of 2012, its implementing rules and regulations, and other data privacy laws.
Section XV: Miscellaneous provisions.
1. Assignment. The User is prohibited from assigning or transferring this Agreement, and any interest or rights it may have herein, to another person without the prior written approval of MAXIM.
2. Governing Law, Venue and Dispute Resolution. This Agreement shall be governed by and construed under the laws of the Philippines. The User agrees that any action arising from, or in connection with this Agreement shall be filed only before the proper courts of Cebu City, Philippines, to the exclusion of all courts.
The Parties shall use their best efforts to promptly and adequately resolve any dispute or difference regarding or emanating from the interpretation, implementation and/or enforcement of this Agreement or the rights, duties or liabilities of any party under or in connection with this Agreement, through amicable consultation, conciliation or other agreed upon means. In case of failure to resolve the dispute or in the event that no resolution or amicable settlement of the dispute is reached between the Parties, any Party may initiate the judicial action.
The period for response to claims and for submitting documents aimed at peaceful resolution of disputes and disagreements shall not exceed seven (7) working days from the moment the Party receives such claims and the necessity arises for submitting these documents.
3. General Compliance with Laws. The User warrants and agrees that it has complied and will comply with all applicable laws. The User agrees to indemnify MAXIM and hold it harmless from any claims, losses, damages, costs and legal expenses (including but not limited to attorneys’ fees), resulting from the any Party’s failure to comply with the foregoing, and in the event of such failure, the offended Party may, in addition to all other rights and remedies the offended Party may have pursuant to this Agreement or otherwise in law or in equity, immediately cancel this Agreement.
4. Headings. The headings and captions used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.
5. Amendments and Waivers. This Agreement may be amended, modified and supplemented in any and all respects by MAXIM. The waiver by MAXIM of any breach of any term, covenant or condition contained herein shall not be deemed a waiver of any other breach of the same or any other term, covenant or condition hereof.
6. Severability. Any provision of this Agreement which is invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof in such jurisdiction or rendering that or any other provision of this Agreement invalid, illegal or unenforceable in any other jurisdiction.
7. Entire Agreement. This Agreement, together with all Annexes hereto, constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, agreements, understandings duties or obligations between the Parties with respect to the subject matter hereof.
Note: MAXIM warrants that backriding is forbidden at the moment. MAXIM will keep you updated regarding the changes of rules of transportation.
Note: MAXIM warrants that backriding is forbidden at the moment. MAXIM will keep you updated regarding the changes of rules of transportation.