Terms and Conditions

INTRODUCTION

1.1. Welcome to the SMGWSSI platform (the “Site”). Please read the following Terms of Service carefully before using this Site so that you are aware of your legal rights and obligations with respect to Saint Michael Guard Watch Security Services Inc. and its affiliates and subsidiaries (individually and collectively, “SMGWSSI”, “we”, “us” or “our”). The “Services” we provide or make available include (a) the Site, (b) the services provided by the Site and by SMGWSSI client software made available through the Site, and (c) all information, linked pages, features, data, text, images, photographs, graphics, music, sounds, video, 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 SMGWSSI. 

1.2 The Services include an online platform service that provides information and resources related to our security services. SMGWSSI is not involved in any buying or selling transactions on the Site. SMGWSSI may or may not pre-screen Users or the Content or information provided by Users.  

1.3 By using the Site, 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 personal data as described in the SMGWSSI Privacy Policy linked hereto. 

1.4 SMGWSSI reserves the right to change, modify, suspend or discontinue all or any part of this Site or the Services at any time or upon notice as required by local laws. SMGWSSI 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. SMGWSSI may also impose limits on certain features or restrict your access to parts of, or the entire, Site or Services in its sole discretion and without notice or liability, including, but not limited to, your failure to comply with these Terms of Service. 

1.5 By using this Site, you agree to comply with these Terms and Philippine laws, including but not limited to: 

• The Data Privacy Act of 2012 (RA 10173) for personal data protection. 

• The Electronic Commerce Act (RA 8792) for electronic transactions. 

• The Consumer Act of the Philippines (RA 7394) to ensure consumer rights. 

1.6 SMGWSSI reserves the right to refuse to provide you access to the Site or Services for any reason. BY USING SMGWSSI SERVICES, YOU GIVE YOUR IRREVOCABLE ACCEPTANCE OF AND CONSENT TO THE TERMS OF THIS AGREEMENT, INCLUDING THOSE ADDITIONAL TERMS AND CONDITIONS AND POLICIES REFERENCED HEREIN. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE OUR SERVICES OR ACCESS THE SITE.  

TERMS OF USE

2.1 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, SMGWSSI may effect such termination with or without notice to you. 

2.2 You agree not to: 

(a) 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; 

(b) violate any laws, including without limitation any laws and regulations in relation to export and import restrictions, third party rights or our Prohibited and Restricted Items Policy; 

(c) upload, post, transmit or otherwise make available any Content featuring an unsupervised minor or use the Services to harm minors in any way; 

(d) use the Services or upload Content to impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity, including submission of any false or erroneous Verification Documents (as defined below); 

(e) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services; 

(f) remove any proprietary notices from the Site; 

(g) cause, permit or authorize the modification, creation of derivative works, or translation of the Services without the express permission of SMGWSSI; 

(h) use the Services for the benefit of any third party or any manner not permitted by the licenses granted herein; 

(i) use the Services or upload Content in a manner that is fraudulent, unconscionable, false, misleading or deceptive; 

(j) 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 SMGWSSI with respect to the Services and/or data transmitted, processed or stored by SMGWSSI; 

(k) harvest or collect any information about or regarding other users, including, without limitation, any personal data or information; 

(l) 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); 

(m) 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; 

(n) upload, email, post, transmit or otherwise make available any unsolicited or unauthorised advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other unauthorised form of solicitation; 

(o) 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; 

(p) 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; 

(q) 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; 

(r) 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; 

(s) 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; 

 (t) infringe the rights of SMGWSSI, including any intellectual property rights and any passing off of the same thereof; 

(u) use the Services to collect or store personal data about other users in connection with the prohibited conduct and activities set forth above. 

2.3 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 SMGWSSI, 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 SMGWSSI 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. 

2.4 You acknowledge that SMGWSSI 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, SMGWSSI and its designees shall have the right to remove any Content (a) that violates these Terms of Service; (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 SMGWSSI or submitted to SMGWSSI, including, without limitation, information in SMGWSSI Forums and in all other parts of the Site. 

2.5 You acknowledge, consent to and agree that SMGWSSI may access, preserve and/or disclose your 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 SMGWSSI 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; (c) respond to claims that any Content or conduct by you violates the rights of third parties, including intellectual property rights; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of SMGWSSI, its users and/or the public. 

2.6 You acknowledge, consent and agree that SMGWSSI may collect, use and/or process data relating to service performance for the purposes of improving SMGWSSI services and user experience. 

PRIVACY AND DATA PROTECTION

3.1. Compliance with the Data Privacy Act of 2012 

SMGWSSI values your privacy. We collect, process, and store personal data in accordance with the Data Privacy Act of 2012 (RA 10173). For details on how we handle your data, please refer to our Privacy Policy. 

3.2. User Rights 

Under Philippine law, you have the right to: 

(a) Access, correct, or delete your personal data. 

(b) Withdraw consent for data processing. 

(c) Report any data privacy concerns to the National Privacy Commission. 

YOUR REPRESENTATIONS AND WARRANTIES

4.1 You represent and warrant that: 

(a) you possess the legal capacity, right, and ability to enter into these Terms of Service and to comply with its terms; and 

(b) 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. 

5. INDEMNITY

5.1 You agree to indemnify, defend and hold harmless SMGWSSI, 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) your violation or breach of any term of these Terms of Service or any policy or guidelines referenced herein, (b) your use or misuse of the Services, (c) your breach of any law or any rights of a third party, or (d) any Content uploaded by you. 

6. SEVERABILITY

6.1 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. 

7. GOVERNING LAW

7.1 These Terms of Service shall be governed by and construed in accordance with the laws of the Republic of the Philippines without regard to its conflict of law rules. The United Nations Convention to the extent applicable, are expressly disclaimed. Unless otherwise required by applicable laws, any dispute, controversy, claim or difference of any kind whatsoever, including concerning the breach, formation, termination, scope, arbitrability or validity of these Terms of Service, or in connection with the determination of any matters which are subject to objective determination pursuant to these Terms of Service, arising out of or relating to these Terms of Service against or relating to SMGWSSI or any Indemnified Party under these Terms of Service shall be referred to and finally resolved by arbitration administered by the Philippine Dispute Resolution Center, Inc. (“PDRCI”) under the arbitration rules of the PDRCI (“PDRCI”) for the time being in force, which rules are deemed to be incorporated by reference in this Section. The seat of the arbitration shall be the Philippines. This arbitration agreement shall be governed by the laws of the Republic of the Philippines. The tribunal shall consist of three (3) arbitrators: one (1) appointed by each party within thirty (30) days of the receipt of a Notice of Arbitration by the receiving party and one (1) appointed by agreement of the arbitrators appointed by the parties within thirty (30) days of the appointment of the second arbitrator. In the absence of such agreement, the third arbitrator shall be appointed according to the PDRCI Rules. The language of the arbitration shall be English. 

8. GENERAL PROVISIONS

8.1 SMGWSSI reserves all rights not expressly granted herein. 

8.2 SMGWSSI 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 after such changes have been posted shall constitute your acceptance of such revised Terms of Service. 

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

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

8.5 The failure of SMGWSSI 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. 

8.6 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 SMGWSSI’s affiliates and subsidiaries (and each of SMGWSSI’s and its affiliates’ and subsidiaries’ respective successors and assigns). 

8.7 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. 

8.9 If you have any questions or concerns about these Terms of Service or any issues raised in these Terms of Service or on the Site, please contact us at: SMGWSSoffice@gmail.com. 

LEGAL NOTICES: Please send all legal notices to SMGWSSoffice@gmail.com.and Attention it to the “CSR”.