TERMS AND CONDITIONS

1. INTRODUCTION

1.1. Welcome to RESILIENCE.PH platform (the "Site"). Please read the following Terms of Service carefully before using this Site or opening a Resilience.ph Merchant Account ("Account") so that you are aware of your legal rights and obligations with respect to Resilience.ph and its affiliates and subsidiaries (individually and collectively, "Resilience.ph", "we", "us" or "our").

The "Services" we provide or make available include (a) the Site, (b) the services provided by the Site and by Resilience.ph client software made available through the Site, and (c) all information, linked pages, features, data, text, images, photographs, graphics, music, sounds, video (including live streams), messages, tags, content, programming, software, application services (including, without limitation, any mobile application services) or other materials made available through the Site or its related services ("Content"). Any new features added to or augmenting the Services are also subject to these Terms of Service. These Terms of Service govern your use of Services provided by Resilience.ph.

1.2. The Services include an online platform service that provides a place and opportunity for the sale of goods/Items/Medicines/Medical Supplies between the buyer (“Buyer”) and the seller (“Seller”) (collectively “you”, “Users” or “Parties”). The actual contract for sale is directly between Buyer and Seller and Resilience.ph is not a party to that or any other contract between Buyer and Seller and accepts no obligations in connection with any such contract. Parties to such transaction will be entirely responsible for the sales contract between them, the listing of goods, warranty of purchase and the like. Resilience.ph is not involved in the transaction between Users. Resilience.ph may or may not pre-screen Users or the Content or information provided by Users. Resilience.ph reserves the right to remove any Content or information posted by you on the Site in accordance to Section 6.4 herein. Resilience.ph cannot ensure that Users will actually complete a transaction.

1.3. Before becoming a User of the Platform, you must read and accept all of the terms and conditions in, and linked to, these Terms of Service and you must consent to the processing of your business data as described in the Privacy Policy linked hereto.

1.4. Resilience.ph reserves the right to change, modify, suspend or discontinue all or any part of this Platform or the Services at any time or upon notice as required by local laws. Resilience.ph may release certain Services or their features in a beta version, which may not work correctly or in the same way the final version may work, and we shall not be held liable in such instances. Resilience.ph may also impose limits on certain features or restrict your access to parts of, or the entire Platform or Services in its sole discretion and without notice or liability.

1.5. Resilience.ph reserves the right to refuse to provide you access to the Platform or Services or to allow you to open an Account for any reason.

BY USING RESILIENCE.PH SERVICES OR OPENING AN ACCOUNT, YOU GIVE YOUR IRREVOCABLE ACCEPTANCE OF AND CONSENT TO THE TERMS OF THIS AGREEMENT, INCLUDING THOSE ADDITIONAL TERMS AND CONDITIONS AND POLICIES REFERENCED HEREIN AND/OR LINKED HERETO.

IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE OUR SERVICES OR ACCESS THE PLATFORM.

2. PRIVACY

2.1. To better protect your rights we have provided the Privacy Policy to explain our privacy practices in detail. Please review the Privacy Policy to understand how WE collects and uses the information associated with your Account and/or your use of the Services (the “User Information”). By using the Services or providing information on the Site, you:

  1. consent to RESILIENCE.PH collection, use, disclosure and/or processing of your Content, personal data and User Information as described in the Privacy Policy;
  2. agree and acknowledge that the proprietary rights of your User Information are jointly owned by you and RESILIENCE.PH; and
  3. shall not, whether directly or indirectly, disclose your User Information to any third party, or otherwise allow any third party to access or use your User Information, without RESILIENCE.PH prior written consent.

2.2. Users in possession of another User’s personal data through the use of the Services (the “Receiving Party”) hereby agree that, they will (a) comply with all applicable personal data protection laws with respect to any such data; (b) allow the User whose personal data the Receiving Party has collected (the “Disclosing Party”) to remove his or her data so collected from the Receiving Party’s database; and (c) allow the Disclosing Party to review what information have been collected about them by the Receiving Party, in each case of (b) and (c) above, in compliance with and where required by applicable laws

3. LIMITED LICENSE

3.1. RESILIENCE.PH grants you a limited and revocable license to access and use the Services subject to the terms and conditions of these Terms of Service. All proprietary Content, trademarks, service marks, brand names, logos and other intellectual property (“Intellectual Property”) displayed in the platform are the property of RESILIENCE.PH and where applicable, third party proprietors identified in the Platform. No right or license is granted directly or indirectly to any party accessing the Site to use or reproduce any Intellectual Property, and no party accessing the Site shall claim any right, title or interest therein. By using or accessing the Services you agree to comply with the copyright, trademark, service mark, and all other applicable laws that protect the Services, the Site and its Content. You agree not to copy, distribute, republish, transmit, publicly display, publicly perform, modify, adapt, rent, sell, or create derivative works of any portion of the Services, the Platform or its Content. You also may not, without our prior written consent, mirror or frame any part or whole of the contents of this Site on any other server or as part of any other website. In addition, you agree that you will not use any robot, spider, AI or any other automatic device or manual process to monitor or copy our Content, without our prior written consent (such consent is deemed given for standard search engine technology employed by Internet search websites to direct Internet users to this website).

3.2. You are welcome to link to the Platform from your website, provided that your website does not imply any endorsement by or association with Resilience.ph. You acknowledge that Resilience.ph may, in its sole discretion and at any time, discontinue providing the Services, either in part or as a whole, without notice.

4. SOFTWARE

Any software provided by us to you as part of the Services is subject to the provisions of these Terms of Service. RESILIENCE.PH reserves all rights to the software not expressly granted by RESILIENCE.PH hereunder. Any third-party scripts or code, linked to or referenced from the Services, are licensed to you by the third parties that own such scripts or code, not by RESILIENCE.PH.

5. ACCOUNTS AND SECURITY

5.1. Some functions of our Services require registration for an Account by selecting a unique user identification ("User ID") and password, and by providing certain personal and business information. If you select a User ID that RESILIENCE.ph, in its sole discretion, finds offensive or inappropriate, RESILIENCE.PH has the right to suspend or terminate your Account. You may be able to use your Account to gain access to other products, websites or services to which we have enabled access or with which we have tied up or collaborated. RESILIENCE.PH has not reviewed, and assumes no responsibility for any third party content, functionality, security, services, privacy policies, or other practices of those products, websites or services. If you do so, the terms of service for those products, websites or services, including their respective privacy policies, if different from these Terms of Service and/or our Privacy Policy, may also apply to your use of those products, websites or services.

5.2. You agree to (a) keep your password confidential and use only your User ID and password when logging in, (b) ensure that you log out from your account at the end of each session on the Platform, (c) immediately notify RESILIENCE.PH of any un-authorized use of your Account, User ID and/or password, and (d) ensure that your Account information is accurate and up-to-date. You are fully responsible for all activities that occur under your User ID and Account even if such activities or uses were not committed by you. RESILIENCE.PH will not be liable for any loss or damage arising from un-authorized use of your password or your failure to comply with this Section.

5.3. You agree that RESILIENCE.PH may for any reason, in its sole discretion and with or without notice or liability to you or any third party, immediately terminate or suspend your Account and your User ID, remove or discard from the Platform any Content associated with your Account and User ID, withdraw any subsidies offered to you, cancel, or suspend any transactions associated with your Account and User ID, temporarily or in more serious cases permanently withhold any sale proceeds or refunds, and/or take any other actions that RESILIENCE.PH deems necessary. Grounds for such actions may include, but are not limited to, actual or suspected (a) extended periods of inactivity, as determined by us from time to time, (b) violation of the letter or spirit of these Terms of Service, (c) illegal, fraudulent, harassing, defamatory, threatening or abusive behavior (d) having multiple user accounts, (e) buying products on the Platform for the purpose of commercial re-sale, (f) abnormal or excessive purchasing of products from the same Seller or related group of Sellers, (g) voucher abuse (including, but not limited to, selling of vouchers to third parties, selling of vouchers or other credits at a significant markup above face value, and/or abnormal or excessive use of vouchers on the Site), (h) failure to make timely payment of any outstanding amount (or other obligation) owed to Resilience.ph or any of its Affiliates (subject to applicable law), (i) creation, exploitation, or use of any unauthorized third-party software or products in conjunction with or operate the functions available on RESILIENCE.ph or (j) behavior that is harmful to other Users, third parties, or the business interests of RESILIENCE.PH Use of an Account for illegal, fraudulent, harassing, defamatory, threatening or abusive purposes may be referred to law enforcement authorities without notice to you. If a legal dispute arises or law enforcement action is commenced relating to your Account or your use of the Services for any reason, RESILIENCE.PH may terminate your Account immediately with or without notice.

5.4. Users may terminate their Account if they notify RESILIENCE.PH in writing (including via email at (support@resilience.ph) of their desire to do so. You understand and agree that your account will, at the earliest, be terminated within twenty-four (24) hours after the request for termination. Notwithstanding any such termination, Users remain responsible and liable for any incomplete transaction (whether commenced prior to or after such termination), shipment of the product, payment for the product, or the like, and Users must contact RESILIENCE.PH after he or she has promptly and effectively carried out and completed all incomplete transactions according to the Terms of Service. RESILIENCE.PH shall have no liability, and shall not be liable for any damages incurred due to the actions taken in accordance with this Section. Users waive any and all claims based on any such action taken by RESILIENCE.PH.

5.5. You may only use the Services and/or open an Account if you are located in one of our approved locations, as updated from time to time.

5.6. If you are a Seller/Merchant, you may be entitled to create sub-accounts (“Sub-Account”) on the sub-account platform operated by RESILIENCE.PH (“Sub-Account Platform”) that are linked to your Account(s). You acknowledge and agree that: (a) the purpose of the Sub-Accounts are to enhance the management of your Account(s) as a Seller, and you shall not use the Sub-Accounts for any other purposes (including, but not limited to, fraudulent or illegal activities); (b) while Sub-Accounts are not considered “Accounts” for the purposes of these Terms of Service, the provisions of this Section 5 shall apply mutatis mutandis to the Sub-Accounts, except that references to “Accounts” shall be to the Sub-Accounts; (c) Sub-Accounts can be configured to have access to your Account(s) and the same rights as your Account(s) (or parts thereof), and you expressly acknowledge and agree that: (i) you are solely responsible for creating and configuring Sub-Accounts, and granting and controlling third party access to the Sub-Accounts; (ii) any third parties to whom you grant access to your Sub-Accounts will have the ability to access and operate your Account; (iii) we shall be entitled to treat any actions of the Sub-Accounts as actions of your Account; and (iv) you shall be responsible for all actions of the Sub-Accounts; and (d) Resilience.ph reserves the right to amend or terminate the operation of the Sub-Account Platform and to close any Sub-Accounts at any time in its sole discretion. 

6. TERM OF USE

6.1. The license for use of this Site and the Services is effective until terminated. This license will terminate as set forth under these Terms of Service or if you fail to comply with any term or condition of these Terms of Service. In any such event, RESILIENCE.PH may effect such termination with or without notice to you.

6.2. You agree not to:

  1. upload, post, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, alarming, distressing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
  2. violate any laws, including without limitation any laws and regulation in relation to export and import restrictions, third party rights.
  3. upload, post, transmit or otherwise make available any Content featuring an unsupervised minor or use the Services to harm minors in any way;
  4. use the Services or upload Content to impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity;
  5. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services;
  6. remove any proprietary notices from the Platform;
  7. cause, permit or authorize the modification, creation of derivative works, or translation of the Services without the express permission of Resilience.ph;
  8. use the Services for the benefit of any third party or any manner not permitted by the licenses granted herein;
  9. use the Services or upload Content in a manner that is fraudulent, unconscionable, false, misleading or deceptive;
  10. open and/or operate multiple user accounts in connection with any conduct that violates either the letter or spirit of these Terms of Service;
  11. access the RESILIENCE.PH platform, open a user account, or otherwise access your user account using any non-official RESILIENCE.PH hardware or software, including but not limited to an emulator, simulator, bot or other similar hardware or software;
  12. manipulate the price of any item or interfere with other User's listings;
  13. take any action that may undermine the feedback or ratings systems;
  14. attempt to decompile, reverse engineer, disassemble or hack the Services (or any portion thereof), or to defeat or overcome any encryption technology or security measures implemented by RESILIENCE.PH with respect to the Services and/or data transmitted, processed or stored by RESILIENCE.PH;
  15. harvest or collect any information about or regarding other Account holders, including, without limitation, any personal data or information;
  16. upload, email, post, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
  17. upload, email, post, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
  18. upload, email, post, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail", "spam", "chain letters", "pyramid schemes", or any other unauthorized form of solicitation;
  19. upload, email, post, transmit or otherwise make available any material that contains software viruses, worms, Trojan-horses or any other computer code, routines, files or programs designed to directly or indirectly interfere with, manipulate, interrupt, destroy or limit the functionality or integrity of any computer software or hardware or data or telecommunications equipment;
  20. disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other Users of the Services are able to type, or otherwise act in a manner that negatively affects other Users' ability to engage in real time exchanges;
  21. interfere with, manipulate or disrupt the Services or servers or networks connected to the Services or any other User's use and enjoyment of the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;
  22. take any action or engage in any conduct that could directly or indirectly damage, disable, overburden, or impair the Services or the servers or networks connected to the Services;
  23. use the Services to intentionally or unintentionally violate any applicable local, state, national or international law, rule, code, directive, guideline, policy or regulation including, without limitation, laws and requirements (whether or not having the force of law) relating to anti-money laundering or counter-terrorism;
  24. use the Services in violation of or to circumvent any sanctions or embargo administered or enforced by the Philippine Laws.
  25. use the Services to violate the privacy of others or to "stalk" or otherwise harass another;
  26. infringe the rights of Resilience.ph, including any intellectual property rights and any passing off of the same thereof;
  27. use the Services to collect or store personal data about other Users in connection with the prohibited conduct and activities set forth above; and/or
  28. list items which infringe upon the copyright, trademark or other intellectual property rights of third parties or use the Services in a manner which will infringe the intellectual property rights of others.

6.3. You understand that all Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from whom such Content originated. This means that you, and not Resilience.ph, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available through the Site. You understand that by using the Site, you may be exposed to Content that you may consider to be offensive, indecent or objectionable. To the maximum extent permitted by applicable law, under no circumstances will Resilience.ph be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of, or reliance on, any Content posted, emailed, transmitted or otherwise made available on the Site.

6.4. You acknowledge that Resilience.ph and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, delete, stop, suspend, remove or move any Content, including without limitation any Content or information posted by you, that is available on the Site without any liability to you. Without limiting the foregoing, Resilience.ph and its designees shall have the right to remove any Content (a) that violates these Terms of Service or our Prohibited and Restricted Items Policy; (b) if we receive a complaint from another User; (c) if we receive a notice or allegation of intellectual property infringement or other legal instruction or request for removal; or (d) if such Content is otherwise objectionable. We may also block delivery of a communication (including, without limitation, status updates, postings, messages and/or chats) to or from the Services as part of our effort to protect the Services or our Users, or otherwise enforce the provisions of these Terms and Conditions. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including, without limitation, any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you have not and, to the maximum extent permitted by applicable law, may not rely on any Content created by Resilience.ph or submitted to Resilience.ph, including, without limitation, information in Resilience.ph Forums and in all other parts of the Platform.

6.5. You acknowledge, consent to and agree that Resilience.ph may access, preserve and/or disclose your Account information, Content, and any other materials or information you provide to us to any legal, regulatory, or governmental authority, the relevant rights owner, or other third parties if required to do so by law, pursuant to an order of a court or lawful request by any governmental or regulatory authority having jurisdiction over Resilience.ph or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms of Service or our Prohibited and Restricted Items Policy; (c) respond to claims that any Content violates the rights of third parties, including intellectual property rights; (d) respond to your requests for customer service; or € protect the rights, property or personal safety of Resilience.ph, its Users and/or the public.

7. VIOLATION OF OUR TERMS OF SERVICE

7.1. Violations of this policy may result in a range of actions, including, without limitation, any or all of the following:

  1. Listing deletion
  2. Limits placed on Account privileges
  3. Account suspension and subsequent termination
  4. Criminal charges 
  5. Civil actions, including without limitation a claim for damages and/or interim or injunctive relief

7.2. If you believe a User on our Site is violating these Terms of Service, please contact support@resilience.ph.

8. REPORTING INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT

8.1. As stated above, Resilience.ph does not allow listings that violate the intellectual property rights of brands or other intellectual property rights owners (“IPR Owner”). 

8.2. Except where expressly stated otherwise, the Users are independent individuals or businesses and they are not associated with Resilience.ph in any way and Resilience.ph is neither the agent nor representative of the Users and does not hold and/or own any of the merchandise listed on the Site.

8.3. If you are an IPR Owner or an agent duly authorized by an IPR Owner (“IPR Agent”) and you believe that your right or your principal’s right has been infringed, please notify us by submitting the online form to support@resilience.ph and provide us the documents requested below to support your claim. Do allow us time to process the information provided. Resilience.ph will respond to your complaint as soon as practicable.

8.4. Complaints under this Section 8 must be provided in the form prescribed by Resilience.ph, which may be updated from time to time, and must include at least the following: (a) a physical or electronic signature of an IPR Owner or IPR Agent (collectively, “Informant”); (b) a description of the type and nature of intellectual property right that is allegedly infringed and proof of rights; (c) a description of the nature of alleged infringement with sufficient details to enable Resilience.ph to assess the complaint; (d) URL(s) of the listing(s) which contains the alleged infringement; (e) sufficient information to allow Resilience.ph to contact the Informant, such as Informant’s physical address, telephone number and e-mail address; (f) a statement by Informant that the complaint is filed on good faith belief and that the use of the intellectual property as identified by the Informant is not authorized by the IPR Owner or the law; (g) a statement by the Informant that the information in the notification is accurate, that the Informant will indemnify us for any damages we may suffer as a result of the information provided by the Informant, and that the Informant has the appropriate right or is authorized to act on the IPR Owner’s behalf in all matters relating to the complaint.

8.5. Resilience.ph acknowledges that a brand or manufacturer may, subject to applicable law, have the right to enter into certain exclusive distribution agreements or minimum advertised price agreements for its products with other third parties. However, violations of such agreements do not constitute intellectual property rights infringement. As the enforcement of these agreements is a matter between the brand or manufacturer and the respective third parties with whom it contracts, Resilience.ph generally does not assist in the enforcement of such exclusive distribution rights or price-control matters except where required by law.

8.6. Without limitation to the indemnity at Section 32, each and every Seller agrees to indemnify and hold Resilience.ph and its Affiliates harmless from any and all claims, causes of action, damages and judgments arising out of or relating to (a) any intellectual property infringement claim, complaint, or violation relating to any Content or product listings, and/or (b) any removal of such Content or product listings pursuant to or in relation to any intellectual property infringement claim, complaint, or violation.

9. PURCHASE AND PAYMENT

9.1. Resilience.ph supports one or more of the following payment methods:

  1. Credit Card
    Card payments are processed through third-party payment channels and the type of credit cards accepted by these payment channels may vary depending on the jurisdiction you are in.
  2. Cash on Delivery (COD)
    Buyers may pay cash directly to the delivery agent upon their receipt of the purchased item.
  3. Other online payment channels
    Buyers may pay through the various online payment channels available on the Platform.

9.2. Buyers may only change their preferred mode of payment for their purchase prior to making payment.

9.3. Resilience.ph takes no responsibility and assumes no liability for any loss or damages to Buyer arising from shipping information and/or payment information entered by Buyer or a wrong remittance by Buyer in connection with the payment for the items purchased. We reserve the right to check whether Buyer is duly authorized to use a certain payment method, and may suspend the transaction until such authorization is confirmed or cancel the relevant transaction where such confirmation is not available.

9.3. It is the Seller/Merchant’s Responsibility to review, check and approve the Buyer/Customer/Patients’ uploaded Prescriptions for the purchase of prescription drugs before accepting the order.

9.4. The Merchant/Seller understand and agree to honor Senior (SD), Person with Disability (PWD) or any other government mandated discounts to privileged Buyer/Customer/Patient. It is the Seller/Merchant’s responsibility to review, check, approve and accept the uploaded government ID’s of the Buyer/Customer/Patient when discount is warranted.

9.5. The Merchant/Seller assumes the discounts mentioned above (Sec. 9.4) and absolves and free Resilience.ph any responsibility from them. 

9.6. The Merchant/Seller has the control whether to honor the discounts and prescriptions uploaded by the User/Buyer/Customer/Patient.

10. MERCHANT/SELLER SALES BALANCE

10.1. Merchant/Seller Sales Balance facilitates the storage of money Sellers receive from their sales. The sum of this money, minus any withdrawals, will be reflected as a Seller Sales Balance.

10.2. Resilience.ph shall make monthly remittance to Seller/Merchant with the remittance request of the Seller/Merchant.

10.3. Resilience.ph convenience fee if assumed by the Seller/Merchant shall be deducted on the Seller Sale Balance. (see 13.5 below as related clause).

10.4. The Merchant/Seller Sales Balance can be seen on their account dashboard in the Platform.

10.5. Money from a Seller's sale of items on Resilience.ph shall be credited to the Seller Sales Balance within three (3) days after the item is delivered to Buyer or immediately after Buyer has acknowledged that they have received the item. Money from refunds of items on Resilience.ph shall be debited from your Seller Balance within one (1) day of the return or refund request being approved.

10.6. Once submitted, Seller may not modify or cancel a Withdrawal Request.

10.7. If there is an error in the processing of any transaction, you authorize us to initiate debit or credit entries to your designated bank account, to correct such error, provided that any such correction is made in accordance with applicable laws and regulations. If we are unable to debit your designated bank account for any reason, you authorize us to resubmit the debit, plus any applicable fees, to any other bank account or payment instrument that you have on file with us or to debit the amount and applicable fees from your Seller Balance in the future.

10.8. You authorize us to initiate debit or credit entries to your Seller Balance:

  1. to correct any errors in the processing of any transaction;
  2. where Resilience.ph has determined that you have engaged in fraudulent or suspicious activity and/or transactions;
  3. in connection with any lost, damaged or incorrect items;
  4. in connection with any rewards or rebates;
  5. in connection with any uncharged fees;
  6. in connection with the settlement of any transaction dispute, including any compensation due to, or from, you;
  7. in connection with any liability or payment that Resilience.ph has determined is attributable to breach of your obligation/s to Resilience.ph, other Users or third parties, including any behavior that is harmful to other Users, third parties, or the business interests of Resilience.ph 
  8. in connection with any banned items or items that are detained by customs; or the FDA.
  9. in connection with any change of mind agreed to by both Buyer and Seller;
  10. in connection with the settlement of any outstanding amount (or other obligation) owed to Resilience.ph or any of its Affiliates, subject to applicable law; and

10.9. If your Account has been terminated, deactivated, or suspended in accordance with these Terms of Service, or your Account remains inactive (for such duration as Resilience.ph may prescribe from time to time), we shall be entitled to charge a fee for the administration of any remaining Seller Balance in your Account. The amount and frequency of such fee shall as Resilience.ph may prescribe from time to time.

11. DELIVERY

11.1. Resilience.ph will inform Seller when Resilience.ph receives Buyer’s Purchase Monies. Unless otherwise agreed with Resilience.ph, Seller should then make the necessary arrangements to have the purchased item be picked up tpo be delivered to Buyer and provide the delivery details of the Buyer.

11.2. Seller must use his/her best effort to ensure that Buyer receives the purchased items within, whichever applicable, within the day or the time period specified by Seller on Seller’s listing.

11.3. Users understand that Seller bears all risk attached to the delivery of the purchased item(s) and warrants that he/she has or will obtain adequate insurance coverage for the delivery of the purchased item(s). In the event where the purchased item(s) is damaged, lost or failure of delivery during the course of delivery, Users acknowledge and agree that Resilience.ph will not be liable for any damage, expense, cost or fees resulting therefrom and Seller and/or Buyer will reach out to the logistics service provider to resolve such dispute.

For the avoidance of doubt, for all delivery services, Resilience.ph responsibility is limited to facilitating Buyer's reports/complaints to the Seller and/or the courier/delivery service provider company concerned. If the Buyer does not give notice within a reasonable period of time the Buyer shall be deemed to have received the Product in accordance with the Resilience.ph Policies. Each Buyer and Seller understands and agrees that Resilience.ph will not be responsible for, and holds Resilience.ph harmless from, any damages, expenses, costs or fees arising from shipping the products. The Seller and/or Buyer will discuss any complaints with the logistics service provider, through Resilience.ph, to resolve the issue.

12. CANCELLATION, RETURN AND REFUND

12.1. Buyer may only cancel his/her order prior to the payment of Buyer’s Purchase Monies into Resilience.ph Account.

12.2. Buyer may apply for the return of the purchased item and refund prior to the expiry of Resilience.ph Guarantee Period, if applicable, subject to and in accordance with Resilience.ph Refunds and Return Policy. 

12.3. Resilience.ph reserves the right to cancel any transaction on the Site for valid/legal grounds, such as in certain cases where Seller and Buyer cannot or do not fulfil their obligations under the contract for sale between Seller and Buyer. Buyer agrees that Buyer’s sole remedy will be to receive a refund of the Buyer’s Purchase Monies paid into Resilience.ph Account.

13. MERCHANT’S/SELLER’S RESPONSIBILITIES

13.1. Seller shall properly manage and ensure that relevant information such as the price and the details of items, inventory amount and terms and conditions for sales are updated on Seller’s listing and shall not post inaccurate or misleading information.

13.2. The price of items for sale will be determined by the Seller at his/her own discretion. The price of an item and shipping charges shall include the entire amount to be charged to Buyer such as sales tax, value-added tax, tariffs, etc. and Seller shall not charge Buyer such amount additionally and separately.

13.3. Seller agrees that Resilience.ph may at its discretion engage in promotional activities to induce transactions between Buyer and Seller by reducing, discounting or refunding fees, or in other ways. The final price that Buyer will pay will be the price with this adjustment applied to it.

13.4. For the purpose of promoting the sales of the items listed by Seller, Resilience.ph may post such items (at adjusted price pursuant to Section 13.3) on third-party websites (such as portal sites and price comparison sites) and other websites (domestic or foreign) operated by Resilience.ph.

13.5. Resilience.ph imposed a convenience fee which can be assumed or not by the Seller. If assumed by the Seller, the indicated convenience fee by Resilience.ph shall be deducted on ever slod item/product of the Seller. If not assumed the convenience fee will appear as added cost on the price of the Seller’s item/product.

13.6. Seller shall issue invoices to Buyer.

13.7 Seller acknowledges and agrees that Seller will be responsible for paying all taxes, customs and duties for the item sold and Resilience.ph cannot provide any legal or tax advice in this regard. As tax laws and regulations may change from time to time, Sellers are advised to seek professional advice if in doubt. 

13.8. Seller acknowledge and agrees that Seller’s violation of any of Resilience.ph’s polices will result in a range of actions as stated in Section 7.1.

14. SELLER / MERCHANT FEES

14.1. Resilience.ph charges a fee for all successful transactions completed on the Site (“Transaction Fee”). The Transaction Fee is borne by the Seller and is calculated as 3% of the Buyer’s Purchase Monies before any Site rebates, discounts, vouchers, and rounded to the nearest peso. The Transaction Fee is inclusive of value-added tax.

14.2. In addition to the Transaction Fee, Resilience.ph charges a commission fee for all successful transactions completed by the Sellers on the Site (“Resilience.ph Commission Fee”) commencing after six (6) months from the Sellers’ first listing on the Site. Resilience.ph Commission Fee is borne by the Seller and is calculated as a percentage of the Gross Settlement Price, which percentage varies depending on the category of the product sold (“Commission Rate”) and as indicated by Resilience.ph. “Gross Settlement Price” means the final product price after deducting any Seller-sponsored shop discounts or vouchers, rounded to the nearest peso. For the avoidance of doubt, the Gross Settlement Price shall not be affected by Site rebates, discounts, vouchers, and any Resilience.ph promos. The Resilience.ph Commission Fee is inclusive of value-added tax.

14.4. If you are enjoying certain rights and privileges under any of Resilience.ph promotional programs, your continued enjoyment of such rights and privileges shall constitute your acceptance of the terms of service governing such programs, including the right of Resilience.ph to charge you the fees provided in such terms of services in addition to the fees provided in these Terms of Service. You may notify us in writing or through our authorized representative if you do not wish to participate in such programs. 

14.5. Following the successful completion of a transaction, Resilience.ph shall deduct the Transaction Fee and the Resilience.ph Commission Fee, from the Buyer’s Purchase Monies and remit the balance to the Seller. Resilience.ph shall issue official receipts for the Transaction Fee and Resilience.ph Commission Fee.

15. DISPUTES

15.1. In the event a problem arises in a transaction, the Buyer and Seller agree to communicate with each other first to attempt to resolve such dispute by mutual discussions, which Resilience.ph shall use reasonable commercial efforts to facilitate. If the matter cannot be resolved by mutual discussions, Users may approach the claims tribunal of their local jurisdiction to resolve any dispute arising from a transaction.

15.2. Each Buyer and Seller covenants and agrees that it will not bring suit or otherwise assert any claim against Resilience.ph or its Affiliates (except where Resilience.ph or its Affiliates is the Seller of the product that the claim relates to) in relation to any transaction made on the Site or any dispute related to such transaction.

16. DISCLAIMERS

16.1. THE SERVICES ARE PROVIDED "AS IS" AND WITHOUT ANY WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY RESILIENCE>PH OF ANY KIND EITHER EXPRESSED, IMPLIED OR STATUTORY WITH RESPECT TO THE SERVICES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. WITHOUT LIMITING THE FOREGOING AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RESILIENCE.PH DOES NOT WARRANT THAT THE SERVICES, THIS SITE OR THE FUNCTIONS CONTAINED THEREIN WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE OR ERROR-FREE, THAT DEFECTS, IF ANY, WILL BE CORRECTED, OR THAT THIS SITE AND/OR THE SERVER THAT MAKES THE SAME AVAILABLE ARE FREE OF VIRUSES, CLOCKS, TIMERS, COUNTERS, WORMS, SOFTWARE LOCKS, DROP DEAD DEVICES, TROJAN-HORSES, ROUTINGS, TRAP DOORS, TIME BOMBS OR ANY OTHER HARMFUL CODES, INSTRUCTIONS, PROGRAMS OR COMPONENTS.

16.2. YOU ACKNOWLEDGE THAT THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SITE/PLATFORM AND/OR THE SERVICES REMAINS WITH YOU TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

16.3. RESILIENCE.PH HAS NO CONTROL OVER AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DOES NOT GUARANTEE OR ACCEPT ANY RESPONSIBILITY FOR: (A) THE FITNESS FOR PURPOSE, EXISTENCE, QUALITY, SAFETY OR LEGALITY OF ITEMS AVAILABLE VIA THE SERVICES; OR (B) THE ABILITY OF SELLERS TO SELL ITEMS OR OF BUYERS TO PAY FOR ITEMS. IF THERE IS A DISPUTE INVOLVING ONE OR MORE USERS, SUCH USERS AGREE TO RESOLVE SUCH DISPUTE BETWEEN THEMSELVES DIRECTLY AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RELEASE RESILIENCE.PH AND ITS AFFILIATES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY SUCH DISPUTE.

17. EXCLUSIONS AND LIMITATIONS OF LIABILITY

17.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL RESILIENCE.PH BE LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY), OR OTHER CAUSE OF ACTION AT LAW, IN EQUITY, BY STATUTE OR OTHERWISE, FOR: (A) LOSS OF USE; (B) LOSS OF PROFITS; (C) LOSS OF REVENUES; (D) LOSS OF DATA; (E) LOSS OF GOOD WILL; OR (F) FAILURE TO REALISE ANTICIPATED SAVINGS, IN EACH CASE WHETHER DIRECT OR INDIRECT; OR (B) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THIS SITE OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING THEREFROM, EVEN IF RESILIENCE.PH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17.2 YOU ACKNOWLEDGE AND AGREE THAT YOUR ONLY RIGHT WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SERVICES IS TO REQUEST FOR TERMINATION OF YOUR ACCOUNT AND/OR DISCONTINUE ANY USE OF THE SERVICES.

17.3. IF, NOTWITHSTANDING THE PREVIOUS SECTIONS, RESILIENCE.PH IS FOUND BY A COURT OF COMPETENT JURISDICTION TO BE LIABLE (INCLUDING FOR GROSS NEGLIGENCE), THEN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ITS LIABILITY TO YOU OR TO ANY THIRD PARTY IS LIMITED TO THE LESSER OF: (A) ANY AMOUNTS DUE AND PAYABLE TO YOU PURSUANT TO THE RESILIENCE.PH GUARANTEE; AND (B) SG $100 (ONE HUNDRED SINGAPORE DOLLARS).

17.4. NOTHING IN THESE TERMS OF SERVICE SHALL LIMIT OR EXCLUDE ANY LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY RESILIENCE.PH’S NEGLIGENCE, FOR FRAUD OR FOR ANY OTHER LIABILITY ON THE PART OF RESILIENCE.PH THAT CANNOT BE LAWFULLY LIMITED AND/OR EXCLUDED.

18. LINKS TO THIRD PARTY SITES AND SHARING VIDEOS FROM YOUTUBE

18.1. Third party links provided throughout the Site/Platform will let you leave this Site. These links are provided as a courtesy only, and the sites they link to are not under the control of Resilience.ph in any manner whatsoever and you therefore access them at your own risk. Resilience.ph is in no manner responsible for the contents of any such linked site or any link contained within a linked site, including any changes or updates to such sites. Resilience.ph is providing these links merely as a convenience, and the inclusion of any link does not in any way imply or express affiliation, endorsement or sponsorship by Resilience.ph of any linked site and/or any of its content therein.

19. YOUR CONTRIBUTIONS TO THE SERVICES

19.1. By submitting Content for inclusion on the Services, you represent and warrant that you have all necessary rights and/or permissions to grant the licenses below to Resilience.ph. You further acknowledge and agree that you are solely responsible for anything you post or otherwise make available on or through the Services, including, without limitation, the accuracy, reliability, nature, rights clearance, compliance with law and legal restrictions associated with any Content contribution. You hereby grant Resilience.ph and its successors a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, copy, distribute, republish, transmit, modify, adapt, create derivative works of, publicly display, and publicly perform such Content contribution on, through or in connection with the Services in any media formats and through any media channels, including, without limitation, for promoting and redistributing part of the Services (and its derivative works) without need of attribution and you agree to waive any moral rights (and any similar rights in any part of the world) in that respect. You understand that your contribution may be transmitted over various networks and changed to conform and adapt to technical requirements.

19.2. Any Content, material, information or idea you post on or through the Services, or otherwise transmit to Resilience.ph by any means (each, a "Submission"), is not considered confidential by Resilience.ph and may be disseminated or used by Resilience.ph without compensation or liability to you for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products. By making a Submission to Resilience.ph, you acknowledge and agree that Resilience.ph and/or other third parties may independently develop software, applications, interfaces, products and modifications and enhancements of the same which are identical or similar in function, code or other characteristics to the ideas set out in your Submission. Accordingly, you hereby grant Resilience.ph and its successors a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to develop the items identified above, and to use, copy, distribute, republish, transmit, modify, adapt, create derivative works of, publicly display, and publicly perform any Submission on, through or in connection with the Services in any media formats and through any media channels, including, without limitation, for promoting and redistributing part of the Services (and its derivative works). This provision does not apply to personal information that is subject to our privacy policy except to the extent that you make such personal information publicly available on or through the Services.

20. THIRD PARTY CONTRIBUTIONS TO THE SERVICES AND EXTERNAL LINKS

20.1. Each contributor to the Services of data, text, images, sounds, video, software and other Content is solely responsible for the accuracy, reliability, nature, rights clearance, compliance with law and legal restrictions associated with their Content contribution. As such, Resilience.ph is not responsible to, and shall not, regularly monitor or check for the accuracy, reliability, nature, rights clearance, compliance with law and legal restrictions associated with any contribution of Content. You will not hold Resilience.ph responsible for any User's actions or inactions, including, without limitation, things they post or otherwise make available via the Services.

20.2. In addition, the Services may contain links to third party products, websites, services and offers. These third party links, products, websites and services are not owned or controlled by us. Rather, they are operated by, and are the property of, the respective third parties, and may be protected by applicable copyright or other intellectual property laws and treaties. Resilience.ph has not reviewed, and assumes no responsibility for the content, functionality, security, services, privacy policies, or other practices of these third parties. You are encouraged to read the terms and other policies published by such third parties on their websites or otherwise. By using the Services, you agree that Resilience.ph shall not be liable in any manner due to your use of, or inability to use, any website or widget. You further acknowledge and agree that Resilience.ph may disable your use of, or remove, any third party links, or applications on the Services to the extent they violate these Terms of Service.

21. YOUR REPRESENTATIONS AND WARRANTIES

21.1. You represent and warrant that:

  1. you possess the legal capacity (and in the case of a minor, valid parent or legal guardian consent), right and ability to enter into these Terms of Service and to comply with its terms; and
  2. you will use the Services for lawful purposes only and in accordance with these Terms of Service and all applicable laws, rules, codes, directives, guidelines, policies and regulations.

  3. you have the legal standing as a legitimate Pharmacy with certifications from:

    1. SEC / DTI
    2. The Bureau of Food and Drug Administration (FDA)
    3. BIR
    4. Local Government Units Permits

22. FRAUDULENT OR SUSPICIOUS ACTIVITY

22.1. If Resilience.ph, in its sole discretion, believes that you may have engaged in any potentially fraudulent or suspicious activity and/or transactions, we may take various actions to protect our company, other Buyers or Sellers, other third parties or you from Reversals, Chargebacks, Claims, fees, fines, penalties and any other liability. The actions we may take include but are not limited to the following:

  1. We may close, suspend, or limit your access to your Account or the Services, and/or suspend the processing of any transaction;
  2. We may hold, apply or transfer the funds in your Account as required by judgments and orders which affect you or your Account, including judgments and orders issued by courts of law or elsewhere and directed to Resilience.ph;
  3. We may refuse to provide the Services to you now and in the future;
  4. We may hold your funds for a period of time reasonably needed to protect against the risk of liability to Resilience.ph or a third party, or if we believe that you may be engaging in potentially fraudulent or suspicious activity and/or transactions;

For the purposes of this Section:

"Chargeback" means a request that a Buyer files directly with his or her debit or credit card company or debit or credit card issuing bank to invalidate a payment.
 
"Claim" means a challenge to a payment that a Buyer or Seller files directly with Resilience.ph.
 
"Reversal" means the reversal of a payment by Resilience.ph because (a) it is invalidated by the sender's bank, (b) it was sent to you in error by Resilience.ph, (c) the sender of the payment did not have authorization to send the payment (for example: the sender used a stolen credit card), (d) you received the payment for activities that violated these Terms of Service or any other Resilience.ph policy, or (e) Resilience.ph decided a Claim against you.

23. INDEMNITY

23.1. You agree to indemnify, defend and hold harmless Resilience.ph  and its shareholders, subsidiaries, affiliates, directors, officers, agents, co-branders or other partners, and employees (collectively, the "Indemnified Parties") from and against any and all claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, any other dispute resolution expenses) incurred by any Indemnified Party arising out of or relating to: (a) any transaction made on the Site, or any dispute in relation to such transaction (except where Resilience.ph or its Affiliates is the Seller in the transaction that the dispute relates to), (b) the platform other activities, (c) the hosting, operation, management and/or administration of the Services by or on behalf of Resilience.ph, (d) your violation or breach of any term of these Terms of Service or any policy or guidelines referenced herein, (e) your use or misuse of the Services, or (f) your breach of any law or any rights of a third party, or (g) any Content uploaded by you.

24. SEVERABILITY

24.1. If any provision of these Terms of Service shall be deemed unlawful, void, or for any reason unenforceable under the law of any jurisdiction, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions in such jurisdiction nor the validity and enforceability of the provision in question under the law of any other jurisdiction.

25. GOVERNING LAW

25.1. These Terms of Service shall be governed by and construed in accordance with the laws of the Republic of the Philippines. 

26. GENERAL PROVISIONS

26.1. Resilience.ph reserves all rights not expressly granted herein.

26.2. Resilience.ph may modify these Terms of Service at any time by posting the revised Terms of Service on this Site. Your continued use of this Site and/or receipt of any Services (including, for the avoidance of doubt, the continued provision of an Account to you by Resilience.ph) after such changes have been posted shall constitute your acceptance of such revised Terms of Service.

26.3. You may not assign, sublicense or transfer any rights granted to you hereunder or subcontract any of your obligations.

26.4. Nothing in these Terms of Service shall constitute a partnership, joint venture or principal-agent relationship between you and Resilience.ph, nor does it authorize you to incur any costs or liabilities on Resilience.ph’s behalf.

26.5. The failure of Resilience.ph at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing.

26.6. These Terms of Service are solely for your and our benefit and are not for the benefit of any other person or entity, except for Resilience.ph's affiliates and subsidiaries (and each of Resilience.ph's and its affiliates' and subsidiaries' respective successors and assigns).

26.7. The terms set forth in these Terms of Service and any agreements and policies included or referred to in these Terms of Service constitute the entire agreement and understanding of the parties with respect to the Services and the Site and supersede any previous agreement or understanding between the parties in relation to such subject matter. The parties also hereby exclude all implied terms in fact. In entering into the agreement formed by these Terms of Service, the parties have not relied on any statement, representation, warranty, understanding, undertaking, promise or assurance of any person other than as expressly set out in these Terms of Service. Each party irrevocably and unconditionally waives all claims, rights and remedies which but for this Section it might otherwise have had in relation to any of the foregoing. These Terms of Service may not be contradicted, explained or supplemented by evidence of any prior agreement, any contemporaneous oral agreement or any consistent additional terms.

 

I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE AND ANY REVISION THE SAME HEREAFTER. BY CLICKING THE “SIGN UP” OR “CONNECT WITH GOOGLE” BUTTON DURING REGISTRATION, I UNDERSTAND THAT I AM CREATING A DIGITAL SIGNATURE, WHICH I INTEND TO HAVE THE SAME FORCE AND EFFECT AS IF I HAD SIGNED MY NAME MANUALLY.

 

Last updated: 13 April, 2024