This vendor portal (“Vendor Hub”) is owned and operated by Vista Land and Lifescapes, Inc. , its subsidiaries and its affiliates (the “Company”, “us”, “we” or “our”).
By registering and logging in to the Vendor Hub, you acknowledge and agree that the Company makes no representation or warranty with respect to the accuracy, completeness or currentness of the Company Materials and all other information presented in the Vendor Hub or to the extent to which the Materials are secure from interception by unauthorized third parties. The Company disclaims and is not subject to any warranties, express, implied or statutory, including any warranty of applicability of any use or purpose. The Materials in the Vendor Hub shall be for your information only and should not be relied upon for accuracy, completeness or currentness unless it conforms to other records of the Company.
By using or accessing our Vendor Hub you irrevocably agree to be bound by these Terms.
2. Use of the Vendor Hub
a) You shall use the Vendor Hub or our Materials therein solely for your own use and you shall not:
i) Reproduce, resell, distribute or re-transmit the Materials by any medium of communication or to any other site on the Internet (i.e. screenshot of Vendor Hub contents and uploading on any site in the Internet);
ii) Make the Materials available to third parties on any terms; or
iii) Remove any copyright or trade mark notices contained on the Materials;
iv) Modify or copy the lay-out of the Vendor Hub or any computer software and/or code contained or forming part of the Vendor Hub.
b) You shall only use the Vendor Hub for lawful and authorized purposes. Your storage, transmission or distribution of any Material in violation of laws of the Philippines is prohibited. This includes Material that is viewed under law as threatening or obscene, or any Material that may be viewed by any entity as a protected trade secret.
c) You represent and warrant in relation to your Materials that:
i) Such Materials are current, complete, and accurate;
ii) You are authorized to provide your Materials and have the necessary rights in your Materials to grant the licenses, if applicable;
iii) You shall promptly update such Materials to maintain their completeness and accuracy or upon the instructions of the Company;
iv) You shall promptly submit to the Company, for its validation, the required hard copies of the Materials you submitted in the Vendor Hub and in case of conflict between any materials uploaded and the hard copies submitted, the hard copies shall prevail.
v) Your Materials are not defamatory or malicious or contain falsehoods in relation to any product, service, person or corporation or set of facts or circumstances;
vi) Your Materials are not the misrepresentation of any product or service and does not constitute unfair competition or infringe the rights of any person or corporation;
vii) Your Materials do not, and the Company’s use of your Materials shall not, infringe any IP Rights; and
viii) Your Materials do not infringe any laws.
d) You agree to comply with rules, regulations and policies that may be imposed by the Company and all the subsequent rules, regulations and policies the Company may issue from time to time regarding the use of this Vendor Hub. Otherwise, the Company shall terminate or suspend your access to the Vendor Hub.
e) You will at all times keep harmless and indemnify the Company and our affiliates, officers, employees and agents from and against any loss or liability incurred by the Company and our affiliates, officers, employees and agents arising from any claim, demand, suit, action or proceeding by any person against any of the Company and our affiliates, officers, employees and agents where such loss or liability arose out of, in connection with or in respect of:
i) Any breach by you of these Terms;
ii) Your Materials;
iii) Your use of this Vendor Hub;
iv) Your agreements/contracts/transactions with the Company.
f) By using this Vendor Hub you agree to:
i) Maintain only one (1) account in the Vendor Hub;
ii) Maintain the confidentiality of your account information including your user name, logins, passwords, and security questions and answers thereto that you shall use to access any feature of this Vendor Hub;
iii) Log off from your account and any protected areas of the Vendor Hub;
iv) Be responsible for all activities occurring under your account, user name, logins, passwords, and security questions and answers thereto, including those which may result from your negligence, carelessness, misconduct, or failure to use or maintain appropriate security measures; and
v) Report promptly to the Company any suspicious or unauthorized conduct concerning your account, user names logins, passwords, or security questions and answers thereto at the instance you become aware of it.
g) By uploading your Materials to the Vendor Hub, you agree to grant (or procure for) the Company, non-exclusive and payment-free license to reproduce, use and exploit the IP Rights in your Material to the full extent permitted by law in any jurisdiction in which the Vendor Hub is available to users for all purposes described in these Terms and any reasonably related secondary purposes; and allow the Company to sub-license to others the same rights herein granted to the Company.
h) Where you are using this Vendor Hub to access our Materials relating to, or to carry out a transaction on behalf of, another person:
i) You must be currently appointed and fully authorized by that other person to access the Materials or carry out that transaction on their behalf, and that appointment or authority has not been revoked;
ii) If that appointment is based on you holding a certain position, you must currently hold that position;
iii) If that appointment is based on you holding a certain qualification, you must currently hold that qualification and that qualification must not currently be suspended or cancelled; and
iv) You agree to comply with any request made by the Company for you to verify your appointment or authority to act.
3. Links to other Websites
a) This Vendor Hub may contain links to sites owned and operated by third parties and which are not under the control of the Company.
b) In relation to these other sites which are linked to the Vendor Hub, the Company:
i) Provides the links to other sites as a convenience to you and the existence of a link to other sites does not imply any endorsement by the Company of the contents of the linked sites;
ii) Is not responsible for accuracy or otherwise of the Materials contained on those linked sites; and
iii) to the extent permitted by law, accepts no liability in respect of those linked sites.
a) The Company does not warrant, guarantee or make any representation that:
i) the Vendor Hub, or the servers that make the site available on the Internet are free of any kind of viruses;
ii) the functions contained in any software contained on the Vendor Hub shall operate uninterrupted or are error-free; and
iii) errors and defects in the Vendors Hub shall be corrected.
b) To the extent permitted by law, the Company is not liable to you for:
i) errors or omissions in the Vendor Hub, or linked sites on the Internet;
ii) delays to, interruptions of or cessation of the services provided via the Vendor Hub, or linked sites;
iii) the Vendor Hub not being available or operative; and
iv) defamatory, offensive or illegal conduct of any user of the Vendor Hub, whether caused through the Company’s negligence or the negligence of its employees, independent contractors or agents, or through any other cause.
c) You agree to accept the full cost of any necessary repair, correction and maintenance of any of your computer software or hardware, which may be necessary as a consequence of you accessing the Vendor Hub.
d) Under no circumstances (including due to any act or omission on the part of the Company) will the Company be liable to you for any direct or indirect loss or damage (including special, consequential or exemplary damages or damages for loss of profits, goodwill, use, data or other intangible losses) suffered by you as a result of, or in connection with:
i) your use of the Vendor Hub (including any Materials or links made available through the Vendor Hub or reliance on any opinions or recommendations made available through the Vendor Hub);
ii) your use of any links and linked websites made available through the Hub or any Materials made available through such linked websites;
iii) unauthorized access to, or alternation of, your Materials (including during your transmission of Your Material over the Internet); and
iv) statements or conduct of any third parties on the Vendor Hub.
5. Intellectual Property(IP) Rights
a) All IP Rights comprised in or derived from the Vendor Hub, including copyright in our Materials or copyright comprised in the Vendor Hub itself or arising due to the provision of services by us via the Vendor Hub are owned by the Company or the relevant third party owners.
b) All logos, icons, brand names or service names that identify the Company remain the property of the Company. All other trademarks or service marks on this Vendor Hub are the property of their respective owners. Any unauthorized use of Materials appearing on the Vendor Hub may violate IP Rights of the Company or third parties.
6. Suspension/Termination of Access
a) The Company may terminate or suspend your access to the Vendor Hub at any time without giving any explanation or justification for said termination or suspension. The Company shall have no liability for any costs, losses or damages of any kind arising as a consequence of the termination of suspension of your access to the Vendor Hub.
b) The Company may also terminate or suspend the provision of the Vendor Hub Services at any time. When it is reasonably possible, the Company shall give prior notice of the termination or suspension of the provision of the Vendor Hub. The Company shall have no liability for any costs, losses or damages of any kind arising as a consequence of the termination of suspension of the provision of the Vendor Hub
7. Alteration of Terms
The Company may, at any time, and at the Company’s absolute discretion, vary these Terms by making available a varied copy of these Terms on the Vendor Hub. If you continue to use the Vendor Hub following a change to the Terms you shall be deemed to have accepted the new Terms.
8. Removal of Information
The Company may remove any Materials included on the Vendor Hub, including links to other sites on the Internet, at any time without giving any explanation or justification for removing the said Materials.
a. You shall not assign, sub-license or otherwise deal in any other way with any of your rights under these Terms without the Company’s prior written approval.
b. Each indemnity given by you under these Terms shall be a continuing indemnity which shall continue upon expiry or termination of your agreement with the Company or under these Terms.
c. You shall use all reasonable efforts to take, or cause to be taken, all appropriate action, do or cause to be done all things necessary, proper or advisable under applicable laws, rules and regulations, and execute and deliver such documents and other papers, as may be required to carry out the provisions of these Terms, to satisfy the conditions and your undertakings and to consummate and make effective your transactions with the Company or those contemplated by your use of the Vendor Hub.
d. You shall not make or issue, or cause to be made or issued, any press release, public announcement, whether oral or written, or other public disclosure with respect to these Terms, transactions related to your use of the Vendor Hub or any of your transactions with the Company, or otherwise communicate with any third party regarding these Terms, transactions related to your use of the Vendor Hub or any of your transactions with the Company without the prior written consent of the Company.
e. In the event that any one or more of the provisions of these Terms shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of the Terms
f. These Terms will be governed by and interpreted in accordance with the law of the Philippines.