These terms were last updated: January 18, 2019
websites,digitalresources and other market offerings (Solutions) made available by C3 Interactive Manila, Inc.
and/or by any affiliates controlled by, or under common control with, C3 Interactive Manila, Inc. (in each
C3 Interactive or we or us). Each organization or individual (you) wishing to make use of any of C3
Interactive's Solutions is
to these C3 Interactive Terms (Terms) together with any other Solution-specific terms that apply to the
Solution offered andused.
These Terms apply to your use of all information, recommendations and/or Solutions provided to you by C3
Certain Solutions have their own specific terms and/or additional agreements with C3 Interactive
Terms) that will apply to your use of that Solution. You should check and review any Solution-specific terms
that might apply to the particular C3 Interactive Solutions that you choose to order and/or use. To the extent
provisions of these Terms conflict with Solution-specific Terms, the Solution-specific Terms shall prevail.
These Terms and any Solution-specific Term are together jointly referred to as the Agreement.
- Where you acquire elements of a Solution via a third party outside the C3 Interactive, you may also be
to that third party’s terms.
- Our separate
you should check that you understand and are aware of those privacy-related provisions
- These Terms may be changed over time. You are advised to regularly read the terms that apply to the use of
our Solutions for possible changes.
BY CLICKING OR TAPPING ANY BUTTON OR BOX MARKED “ACCEPT”, “AGREE” OR “OK” (OR A
SIMILAR TERM) REFERENCING THESE TERMS, BY SIGNING UP TO A C3 INTERACTIVE SOLUTION VIA A WEBSITE,
APP OR OTHER DIGITAL CHANNEL, OR BY COMPLETING AND SENDING TO C3 INTERACTIVE AN ORDER FORM TO
WHICH THESE TERMS ARE LINKED OR ATTACHED, YOU AGREE TO BE BOUND BY THESE TERMS, AND
YOU AFFIRM THAT YOU ARE OF LEGAL AGE WHERE YOU LIVE AND HAVE THE LEGAL CAPACITY TO
ENTER INTO THIS AGREEMENT AS AN INDIVIDUAL OR AS AN AUTHORIZED REPRESENTATIVE OF YOUR
COMPANY. YOU SHOULD PRINT AND KEEP A COPY OF THESE TERMS FOR FUTURE REFERENCE.
C3 INTERACTIVE SOLUTIONS AND TERMS
C3 Interactive offers a number of Solutions to business users, which may include professional or
consultants for the purposes of improving farming methods and activity, and leveraging new and
digital technologies. For example, our Solutions may assist with farm management (work allocation,
tasks, inventory etc.), soil analysis, management of nutrient cycles, and related agronomic
We provide Solutions in a number of different forms. Such forms may include:
- web-based or downloadable software (Software) and printed material or other documentation
accompanying the Software (Documentation);
- mobile applications (Apps);
- remote-accessible or cloud-based or hosted services (Services);
- access to websites that are owned and/or branded by C3 Interactive Manila, Inc. and/or its
(together, C3 Interactive Websites), and other digital content or resources such as email reports
(a), (b), (c) and (d) together, Digital Content; and
- hardware, including repair and maintenance services (Hardware)
In addition to these Terms, each Solution may be governed by Solution-specific Terms. To the extent
the provisions of any of the Solution-specific Terms conflicts with these Terms, the Solution-specific
C3 Interactive offers and markets the Solutions to business users, which may include professional or
consultants. However, in jurisdictions where mandatory legislation dictates that professional or other
are to be considered consumers, such persons may be afforded certain augmented rights under applicable
local law; and, in such cases, these Terms will not affect any applicable statutory consumer rights
be waived under applicable law.
In the unlikely event that the provision or use of any Digital Content or Hardware pursuant to the
contradicts any mandatory local law applicable to you, your right to access Digital Content or use
may be terminated by C3 Interactive. In such circumstance, you agree not to use or access C3
any Digital Content or Hardware, in any way which might contravene applicable law.
There may be circumstances in which elements of a Solution are provided to you by a third party
or agent (Non-C3 Interactive Supplier) rather than direct from C3 Interactive. On such occasions, you
must still agree to
bound by these Terms in relation to C3 Interactive and your use of a C3 Interactive Solution. You may
also need to agree
additional terms, conditions and policies applicable to the relevant Non-C3 Interactive Supplier (such
purchase terms, terms of service or privacy policies) (Third Party Agreement). It is your
verify and accept any applicable terms of any Third Party Agreement. The Non-C3 Interactive Supplier,
is solely responsible for the performance of the Non-C3 Interactive Supplier’s obligations under any
ACCESSING DIGITAL CONTENT
You are responsible for making all arrangements, and for providing appropriate resources and
necessary to ensure that you have access to the Digital Content.
You are also responsible for ensuring that all persons employed or engaged by you who access the
Content through your Account are aware of these Terms and other applicable terms and conditions, and
they comply with them.
We may limit the availability of any Digital Content or any Solution to any person or geographic area
time. If you choose to access Digital Content or Solutions from outside the geographic areas where
C3 Interactive Manila, Inc.
makes them available, you do so at your own risk and you may be in breach of these Terms or applicable
INFORMATION SUBMITTED BY YOU
Certain Solutions allow you to upload information to a C3 Interactive Manila, Inc. App, C3 Interactive
Manila, Inc. Website, or other C3 Interactive Manila, Inc. or third
portal, or to send soil or tissue samples or other information (Samples) to C3 Interactive Manila,
Inc. for analysis. Such
information includes, but is not limited to, text, photos of crops, agronomic information, Samples and
content (User Content). You are solely liable for the User Content that you provide
You shall retain all intellectual property rights to any User Content that you upload.
C3 Interactive Manila, Inc. uses User Content to conduct its own agronomic and market research, and
you grant to C3 Interactive Manila, Inc. the
use, alter, publicly display, reproduce and distribute your User Content on any of C3 Interactive
Manila, Inc.’s digital
including third party marketing and distribution platforms. Your provision of such a right to C3
Interactive Manila, Inc.
You warrant that you are the owner of, or have the right to use, all uploaded User Content, and that
the right to license such right to C3 Interactive Manila, Inc. in accordance with these Terms.
You represent and warrant that any information which you provide in connection with the Solutions is
will remain accurate and complete, and that you will maintain and update such information as needed or
required under the circumstances.
submission of information
C3 Interactive Manila, Inc. is not responsible for any User Content. C3 Interactive Manila, Inc. will
not actively monitor any User Content, but
the right to review User Content and delete such User Content at its own discretion and in accordance
AUTHORITY TO ASSENT TO TERMS AND PROVISION OF DATA
If you are an individual, you represent and warrant that you are of legal age to form a binding
you are procuring Solutions on behalf of your employer or a business entity, you represent and warrant
you are authorized to enter into an agreement on behalf of, and bind, your employer or the business
and (if applicable) to subscribe to any Solution or agree to any applicable Solution-specific Terms.
If you do
not have such authority, you may not use the Solutions and we may immediately terminate your use of
access to the Solutions
You represent and warrant that you are authorized to process the data that you provide to C3
Interactive Manila, Inc., including Personal Data, and to make such data available to C3 Interactive
Manila, Inc. for uses as set out in
these Terms and our
end users, to our privacy policies (notwithstanding C3 Interactive Manila, Inc.’s ability and right,
to which you agree, to
consent and to provide notice and its privacy policies separately to such individuals).
To the extent that C3 Interactive Manila, Inc. acts as a processor to you as a controller in relation
to Personal Data
the European Economic Area, the terms of
C3 Interactive Manila, Inc. Data Processor Agreement
apply between you and C3 Interactive Manila, Inc.
For the purposes of these Terms, Personal Data means information that allows us to identify an
REGISTRATION: ACCOUNTS, USER NAMES AND PASSWORDS
Certain Solutions may require you to register a user account (Account) or otherwise enter a user
password or other data, information or credential (Access Credentials) in order to make full use of a
Solution. You agree to keep your Access Credentials and registration information accurate and
Failure to do so shall constitute a breach of these Terms and/or applicable Solution-specific Terms,
may result in the termination of your Accounts, and restrict your ability to access Digital Content
You may obtain a number of different Access Credentials for the people within your business who are
authorized to use a Solution for which you have validly registered or subscribed (Authorized Users).
you do so, you must notify us of each individual within your business who is an Authorized User either
(depending on the Solution) by registering such Authorized User with their own sub-Account or by
requesting us to do the same on your behalf. Each Authorized User must have their own Access
Certain Solutions may also allow you to refer persons in your organization, and/or others authorized
your Account (Licensees), using your Account Credentials. If you are an Authorized User or a Licensee,
must accept and comply with these Terms and any applicable Solution-specific Terms. If you register an
Account, you agree that you are solely responsible for any and all activity on your Account and for
that all Authorized Users and any Licensees comply with these Terms and any applicable
You may not register a user name that is illegal to use in any way, including names that can be
another person, legal entity or trademark or a name that is offensive in any way. C3 Interactive
Manila, Inc. may reject your
Access Credentials or other information that you provide to C3 Interactive Manila, Inc..
Your Access Credentials are for your use only and should be kept confidential. You, and not C3
Interactive Manila, Inc., are
responsible for any use or misuse of your username or password, and you must promptly notify C3
Interactive Manila, Inc. of
confidential breach or unauthorized use of your Access Credentials.
Unless a minimum duration applies to you under these Terms or any Solution-specific Terms, you are
close or stop using your Account at any time – although, if you do so, you will not be entitled to a
any Fees that you have pre-paid. C3 Interactive Manila, Inc. reserves the right to delete your Account
if it has been
more than 365 calendar days. Notice will be provided to your registered e-mail address at least 14
ACCEPTABLE USE RESTRICTIONS
You may use Digital Content and associated Documentation:
- in relation to your own farming operations; and
- in support of the uses permitted under these Terms, and you may make copies of Documentation as
are reasonably necessary for its lawful use.
In respect of certain Solutions, where specified in Solution-specific Terms you may also use Digital
and/or associated Documentation to provide remote services as part of your business on a contracting
other farmers or customers (Remote Services). At no time shall Digital Content be made available to
customers except to the extent necessary for the performance of the Remote Services being provided by
Before commencing any Remote Services, you agree to:
- collect from your customers their name, address and e-mail address to be uploaded by you on to the
relevant C3 Interactive Manila, Inc. digital or other interface;
- provide necessary information to, and obtain necessary authorization from, your customers to
and entitle you to upload the information set out in Section 6.2(a) and any other of their Personal
to any C3 Interactive Manila, Inc. and/or Third Party digital or other interface and direct them to
- obtain from your customers their consent that you can accept these Terms and any applicable
Solution-specific Terms on their behalf; and
- inform your customers that they should manage their own profiles on the relevant C3 Interactive
Manila, Inc. Portals, in
which case they also need to accept these Terms and any applicable Solution-specific Terms.
In relation to any Software provided as part of any Solutions, you must not:
- copy the Software or Documentation, except where such copying is incidental to normal use of the
Software or Documentation, or where it is necessary for the purposes of back-up or operational
- rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software or
- attempt, perform or allow any activities aimed at making alterations or modifications to,
or creative derivative works of the whole or any part of the Software or any part of it to be
with, or become incorporated in, any other programs;
- disassemble, decompile or reverse engineer the Software, except where such restriction is
prohibited by applicable law;
- provide, or otherwise make available, the Software in any form, in whole or in part, including,
limited to, object code and source code, to any person except where such access is incidental to
normal use of the Software or Documentation, or without the prior written consent from C3
Interactive Manila, Inc.; or
- use the Software or Documentation in any way which is unlawful, illegal, fraudulent or harmful, or
connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
In relation to any Digital Content, you must not:
- use any Digital Content in any unlawful manner, for any unlawful purpose, or in any manner
inconsistent with these Terms or any applicable Solution-specific Terms, or act fraudulently or
maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful
data, into any Digital Content;
- infringe C3 Interactive Manila, Inc.’s intellectual property rights or those of any third party in
relation to its use of
- transmit any material that is defamatory, offensive or otherwise objectionable in relation to its
any Digital Content;
- use any Digital Content in a way that could damage, disable, overburden, impair or compromise
C3 Interactive Manila, Inc.’s systems or security or interfere with other users;
- interfere or disrupt the operation of any Digital Content or the servers or networks used to make
Digital Content available, including by hacking or defacing any portion of the Site, or violate any
requirement, procedure or policy of such servers or networks;
- restrict or inhibit any other person from using any Digital Content;
- reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan,
distribute or otherwise exploit any portion of (or use any of) any Digital Content except as
authorized herein, without our express prior written consent;
- reverse engineer, decompile or disassemble any portion of any Digital Content, except where such
restriction is expressly prohibited by applicable law;
- frame or mirror any portion of any Digital Content, or otherwise incorporate any portion of any
C3 Interactive Manila, Inc.
Website into any frame or service, without our express prior written consent;
- systematically download and store Digital Content in a manner not permitted by these Terms or any
applicable Solution-specific Terms;
- use any robot, spider, site search/retrieval application or other manual or automatic device to
index, “scrape”, “data mine” or otherwise gather Digital Content, or reproduce or circumvent the
navigational structure or presentation of any Digital Content without C3 Interactive Manila, Inc.’s
express prior written
- attempt to decipher any transmissions to or from the servers running any service.
FEES AND PAYMENT TERMS
Certain Solutions may require you to pay a fee to C3 Interactive Manila, Inc. (Fee) and/or to enter
into a paid subscription
service agreement with C3 Interactive Manila, Inc. or one of C3 Interactive Manila, Inc.’s local
affiliates, under which you will pay a subscription
that will renew automatically with a frequency specified by C3 Interactive Manila, Inc. in the
the applicable Solution (Subscription). Solution-specific Terms may also set out any further services
provided to you, including service descriptions, service levels, Maintenance Services and any warranty
The Fees (if any) that you are required to pay for a Solution, and other details about a Solution and
associated Solution-specific Terms, will be available within the online interface and other materials
by C3 Interactive Manila, Inc. describing each Solution and any related services. In some cases, a Fee
will be payable to
Solution while, in other cases, Fees may only be payable either depending on your actual usage of the
Solution or to upgrade to a premium version of the Solution. You agree to pay any applicable Fees
associated with any Solution that you order and/or use at such payment frequency set out in the
Solution-specific Terms, and you are subject to these Terms with respect to your payments.
Any specific adjustments to the Solution, or further services that you require, may incur additional
Depending on the Solution, extended service levels may be agreed in writing between you and C3
Interactive Manila, Inc. if
have specific requirements for the Solution and the services that you require. Such written agreement
include details of your requirements and the scope of the service to be provided to you.
In relation to all Solutions and Solution-specific Terms, unless otherwise expressly stated by
The term of the applicable Subscription will be for a period of 12 months from its date of
commencement and, upon expiry, will automatically renew for additional 12 month periods until
terminated by you or C3 Interactive Manila, Inc..
C3 Interactive Manila, Inc. may issue you with an invoice specifying the Fees payable by you and
setting out the
or versions of the Solution, that you wish to purchase. In other circumstances, you may be obliged
submit valid payment information prior to entering into Subscriptions under the Solution-specific
Terms and receiving access to any applicable Solutions provided under such Solution-specific
All Fees are due upon or prior to first use of a Solution or as otherwise specified in the
Solution-specific Terms. If you enter credit or debit card information, or similar means of
C3 Interactive Manila, Inc. will automatically charge the listed amount.
Where applicable, you authorise C3 Interactive Manila, Inc. to collect payments by direct debit
from the bank account
you provide to C3 Interactive Manila, Inc., before you first use items in respect of which a Fee
is payable. You shall
instruct your relevant bank to redeem the direct debits drawn by C3 Interactive Manila, Inc. into
its account. You will
be entitled to claim a refund of the debited amount after the redemption has been implemented, but
you may instruct your bank not to redeem direct debits until your payment of Fees to C3
Interactive Manila, Inc. becomes
You or we can terminate any Subscription renewal to a Solution until the final day before the
automatic renewal of such Subscription as set out in the applicable Solution-specific Terms. You
do so by submitting a notice to C3 Interactive Manila, Inc. in accordance with these Terms
the following minimum information: Name, phone number, e-mail address and termination date. C3
Interactive Manila, Inc.
will submit any Termination Notices to you via e-mail.
Certain Solutions may offer you a free-trial period, or a demo or basic version of Digital
whereby you may use that Solution without paying a Fee for a specified time period, or for a
number of users, or in respect of a limited range of functionality. Once your free-trial period
an end, you will no longer be entitled to use the Solution and may be required, at your expense,
delete any Digital Content and/or return any Hardware to C3 Interactive Manila, Inc., unless you
complete the necessary
formalities which may include entering into Subscriptions under applicable Solution-specific Terms
and/or paying the applicable Fees. Where C3 Interactive Manila, Inc. provides you with a demo
version of Digital Content,
you will need to pay the applicable Fees in order to gain access to the full range of Digital
provided as part of the Solution.
Except as expressly set out in these Terms, you will not receive any kind of refund upon
of a Subscription.
You are responsible for paying any duties, customs fees, or taxes (other than C3 Interactive Manila,
Inc.’s income tax)
indirect taxes such as “goods and services tax” and “value-added tax” associated with the purchase of
Solution, and any related penalties or interest (Taxes), and will pay the Fees to C3 Interactive
Manila, Inc. without any
for Taxes. You acknowledge that in some jurisdictions, VAT or sales tax is due on the total purchase
the time of sale and must be collected by C3 Interactive Manila, Inc. at the time of the sale. Except
where expressly stated
otherwise, Fees quoted for the supply of the Solutions are stated exclusive of VAT or sales tax, for
shall be additionally liable at the applicable rate from time to time.
All payments are due in the currency stated in the applicable Solution-specific Terms. Any invoice or
payment disputes must be submitted before the payment due date.
We may charge interest at the lower of (i) two (2%) percent per month or (ii) the maximum rate
pursuant to applicable law (if any) on any overdue payments from time to time, from the payment due
until paid in full, whether before or after judgment. You will be responsible for all reasonable
(including legal fees) incurred by C3 Interactive Manila, Inc. in collecting such overdue amounts,
except where such overdue
amounts are due to C3 Interactive Manila, Inc.’s billing inaccuracies. If you are overdue on payments
for any of the
C3 Interactive Manila, Inc. may suspend or terminate all of the Services under Sections 15.2 and
You shall pay all amounts due to C3 Interactive Manila, Inc. in full without any deduction or
withholding except as required
and you shall not be entitled to assert any credit, set-off or counterclaim against C3 Interactive
Manila, Inc. in order to
withholding payment of any such amount in whole or in part. C3 Interactive Manila, Inc. may at any
time, without limiting any
other rights or remedies it may have, set-off any amount owing to it by you against any amount payable
C3 Interactive Manila, Inc. to you.
To the extent permitted under applicable law, C3 Interactive Manila, Inc. may, at any time and in its
the specification, functionality and content of the Solutions (including but not limited to changes
necessary to comply with any applicable safety or other statutory requirements or which do not
affect the nature or quality of a Solution). Where any changes are material or substantive, C3
Interactive Manila, Inc. will
you with reasonable advance notice of such changes, which may be by e-mail or posting through a
Solution-specific webpage or portal. C3 Interactive Manila, Inc. advises you to check regularly for
If C3 Interactive Manila, Inc. makes any modifications, you will either comply with such changes or
communicate to C3 Interactive Manila, Inc. your
non-acceptance, in which case that communication will have the effect of a Termination Notice and you
immediately cease using the applicable Solution. Your continued use of the Solution (including any use
of the Solution after a notice of non-acceptance from you) shall be deemed to be acceptance of any
changes. You agree that C3 Interactive Manila, Inc. shall not be liable to you or to any third party
as a result of taking
With regard to any Subscriptions that you have entered into with C3 Interactive Manila, Inc.:
You may terminate a Subscription following a Significant Price Change only, and you shall be
to a pro rata refund of Fees equal to any advance payment(s) that you have made to C3 Interactive
Manila, Inc. under the
Subscription and which relate to services or use of a Solution that would have occurred in any
of time after termination. You are not entitled to refunds retroactively or for services provided
of any Solution prior to termination.
For the purposes of this Section, a Significant Price Change means an increase in the aggregate
payable by you for the Solution during the term of the applicable Subscription of greater than
INTELLECTUAL PROPERTY RIGHTS
Where C3 Interactive Manila, Inc.’s provision of Solutions to you involves you downloading or using
Digital Content, C3 Interactive Manila, Inc.
to you a personal, non-exclusive, non-transferable and revocable license to use such Digital Content,
current and future versions.
Except as expressly set out in these Terms, you shall not have any rights in C3 Interactive Manila,
all intellectual property rights to the Digital Content and/or in any materials provided by C3
Interactive Manila, Inc. to
relation to any Solution belong to C3 Interactive Manila, Inc. or its licensors. You have no rights
in, or to, the Digital
and/or such materials other than the right to use such Digital Content in accordance with these Terms.
works are protected by copyright (and other) laws and treaties around the world. All such rights are
Where C3 Interactive Manila, Inc. provides you with Software, you acknowledge that you have no right
to have access to the
Software in source code form, other than as permitted by local statutory law or as expressly set out
applicable Solution-specific Terms.
Certain components of the Software (including open source software) may be subject to separate
agreements that C3 Interactive Manila, Inc. will provide to you along with such components.
You are permitted to read human-readable Digital Content and make copies for your own use, for
printing or storing them. All other use of Digital Content, for example the storage or reproduction of
of) such Digital Content in any external internet site or the creation of links, hypertext links or
between Digital Content and any other internet site, is prohibited without the express written consent
of C3 Interactive Manila, Inc..
Screen-scraping (or web-scraping) is prohibited without the express written consent of C3 Interactive
C3 Interactive Manila, Inc. shall retain the exclusive ownership of any amendments to its existing
any intellectual property rights created in the course of C3 Interactive Manila, Inc.’s provision or
delivery to you of any
Content or Hardware.
You shall not, without C3 Interactive Manila, Inc.’s prior written consent:
- sub-license, transfer, or otherwise deal with any intellectual property rights licensed to you
under these Terms;
- establish, register and/or adopt visual identities that use elements from C3 Interactive Manila,
- use C3 Interactive Manila, Inc.’s intellectual property rights, alone or in combination or in
connection with any company
name, trade name or trademark owned or used by you or any third party;
- alter, deface, make any addition or remove any reference to C3 Interactive Manila, Inc.’s
intellectual property rights,
reference to C3 Interactive Manila, Inc. or any other name displayed on the Digital Content or on
the Hardware (or their
packaging or labelling); or
- do, or omit to do, anything in your use of C3 Interactive Manila, Inc.’s intellectual property
rights that could
C3 Interactive Manila, Inc. will defend you from any intellectual property infringement claim made
against you by a third
alleging that any Digital Content or Solution provided by C3 Interactive Manila, Inc. infringes that
property rights (IPR Claim) provided that:
- we are notified promptly, and in any event, no later than ten (10) days of your receipt of notice
- we receive the required level of reasonable cooperation from you in order to perform our
- we have sole control over the defense and all negotiations for a settlement or compromise of the
The foregoing does not apply with respect to any Digital Content or Solutions and/or parts thereof
that are: (i)
not supplied by C3 Interactive Manila, Inc.; (ii) used in a manner not expressly authorized in these
Terms or any
Terms; (iii) modified by you; or (iv) if you continue the allegedly infringing activity after being
If any Software or associated Documentation is held by a court of competent jurisdiction to
infringement of a third party’s intellectual property rights, C3 Interactive Manila, Inc. reserves the
right, at its sole
discretion, to do
one of the following:
- procure for you the right to continue use of the Software or associated documentation;
- provide a modification to the Software or associated Documentation so that its use becomes
- replace the Software with software that is similar in functionality and performance; or
- if none of the foregoing alternatives is commercially reasonable, terminate our agreement with you
The foregoing is your sole remedy and C3 Interactive Manila, Inc.’s sole obligation with respect to
If you become aware of any infringements of C3 Interactive Manila, Inc.’s intellectual property
rights by a third party or
unlawful act prejudicial to C3 Interactive Manila, Inc.’s interests, you shall report such
infringement to C3 Interactive Manila, Inc.. You shall,
to the best
of your ability and in accordance with directions given by C3 Interactive Manila, Inc., assist C3
Interactive Manila, Inc. in the protection against
- Where you upload or otherwise provide us with User Content, we will periodically back up any data that
transfer to us. C3 Interactive Manila, Inc. will use virus scanners, firewalls, and other reasonable
measures to prevent unauthorized access to your data and/or the transmission of viruses. However, we do
guarantee that our platforms or any Digital Content will be secure or free from bugs or viruses, and you
acknowledge that complete protection of data, all of the time, may not be possible.
- You are responsible for configuring your information technology, computer programs and platform in
to access any Digital Content. You should use your own virus protection software.
- You must not misuse any Digital Content by knowingly introducing viruses, trojans, worms, logic bombs
other material which is malicious or technologically harmful. You must not attempt to gain unauthorized
access to any Digital Content, the server(s) on which any Digital Content is stored or any server,
database connected to Digital Content. You must not attack any Digital Content via a denial-of-service
attack or a distributed denial-of service attack. By breaching this provision, you may be committing a
criminal offence under applicable local laws. We will report any such breach to the relevant law
authorities and we will co-operate with those authorities by disclosing your identity to them. In the
such a breach or suspected breach, your right to use Digital Content will cease immediately.
THIRD PARTY RESOURCES (INCLUDING APPS)
Certain Solutions may facilitate or enable access to resources made available and owned by third
(Third Party Resources), or allow for the routing or transmission of Third Party Resources, including
via links. By using such functionality, you are directing us to access, route and transmit to you the
Third Party Resources
We neither control nor endorse, nor are we responsible for, any Third Party Resources, including the
accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or
Third Party Resources, or any intellectual property rights therein. Certain Third Party Resources may,
other things, be inaccurate, misleading or deceptive. Nothing in these Terms will be deemed to be a
representation or warranty by C3 Interactive Manila, Inc. with respect to any Third Party Resources.
We have no obligation to
monitor Third Party Resources, and we may block or disable access to any Third Party Resources (in
or part) through any Digital Content at any time. In addition, the availability of any Third Party
through Digital Content does not imply our endorsement of, or our affiliation with, any provider of
Third Party Resources even if such Third Party Resources are marketed or distributed via Digital
any of the other material provided by us, nor does such availability create any legal relationship
and any such provider.
You agree and acknowledge that:
- the relevant third parties, and not C3 Interactive Manila, Inc., are solely responsible for the
performance of their
(including technical support), the content on their websites and their use of your data;
- C3 Interactive Manila, Inc. will not have any liability to you for third parties or Third Party
- you will not use the Third Party Resources in any manner that would infringe or violate the rights
C3 Interactive Manila, Inc. or any other party.
Your use of Third Party Resources is at your own risk and is subject to any additional terms,
policies applicable to such Third Party Resources (such as terms of service or privacy policies of the
providers of such Third Party Resources). It is your responsibility to verify and accept any
of use or access for any Third Party Resources.
5 In relation to Apps that you download as part of any Solution:
Where you download an App on to a device made by Apple, Inc. (Apple) or from Apple’s App Store:
you specifically acknowledge and agree that the App is not endorsed, administered or
sponsored by Apple. By using the App on a device provided by Apple, you agree that you will
the use the App in accordance with Apple App Store Terms of Service in addition to these
Terms and any Solution-specific Terms;
you acknowledge that Apple has no obligation to furnish any maintenance or support service
with respect to the App. You further acknowledge that Apple bears no responsibility for any
claims that the use of the App infringes the intellectual property rights of third parties;
you acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries
these Terms and other agreements you enter into with C3 Interactive Manila, Inc. in relation
to the App, and Apple
will have the right (and will be deemed to have accepted the right) to enforce such Terms and
agreements against you as a third party beneficiary thereof; and
you represent and warrant that you are not located in a country that is subject to a U.S.
Government embargo, or that has been designated by the U.S. Government as a ‘terrorist
supporting’ country and that you are not listed on any U.S. Government list of prohibited or
Where you download an App from Google Play (or its successors) you specifically acknowledge and
agree that to the extent that there is any conflict between:
the Google Play Terms of Service and the Google Play Business and Program Policies or such
other terms which Google designates as default end user license terms for Google Play
(together, the Google Play Terms); and
the Google Play Terms shall apply with respect to your use of the App that you download from
Google Play, and you hereby acknowledge that Google does not have any responsibility or liability
related to compliance or non-compliance by C3 Interactive Manila, Inc. or you (or any other user)
under these Terms or
Google Play Terms.
DIGITAL CONTENT AND SOFTWARE
C3 Interactive Manila, Inc. will endeavor to monitor the functionality of Digital Content and to use
efforts, periodically or within a reasonable time, to correct any defects in Digital Content and to
improve or modify Digital Content to the extent that Digital Content (whether as a result of such
no longer substantially performs its key functions; or
gives incorrect results or otherwise fails to function materially in accordance with any
thereby rendering your use of the Digital Content impossible.
You may receive and use any free supplementary Software incorporating updates, “patches” and
of errors as may be provided by C3 Interactive Manila, Inc. from time to time.
C3 Interactive Manila, Inc.’s sole obligation with respect to the unavailability or interruption of
Digital Content and
Software is set out in Section 12.1. In no other circumstances will C3 Interactive Manila, Inc. be
liable to you, for any
Digital Content, including Software, is unavailable at any time or for any period.
You shall not allow anybody except C3 Interactive Manila, Inc. or a party authorized by C3
Interactive Manila, Inc. to carry out maintenance or
modification of Software and/or Digital Content.
Access to Digital Content is permitted and offered on a temporary basis, and we do not guarantee that
Content will always available or be uninterrupted. Further, you acknowledge that Digital Content is
to you on an “as is” basis and may not be free from errors or bugs.
Where we intend to suspend, withdraw, discontinue or change (each, an Alteration) Digital Content in
that would materially impact that Digital Content, we will provide you with reasonable notice of such
Alteration, as long as the decision to make the Alteration is within our control and has not been
upon us. In all other circumstances, we may suspend, withdraw, discontinue or change all or any part
Digital Content without notice.
This Section 13 applies where, as part of a Solution, C3 Interactive Manila, Inc. provides you with
Hardware subject to the
You may acquire from C3 Interactive Manila, Inc. branded Hardware that has been manufactured by
third parties (Third
Party Branded Hardware). Unless otherwise expressly stated in the applicable Solution-specific
Terms, C3 Interactive Manila, Inc. shall not be liable for any defects in, or inoperability of,
Third Party Branded
and you must rely upon any separate warranties provided by the relevant third party manufacturer
supplier in respect of any alleged defect of such Third Party Branded Hardware.
You may acquire Hardware from a Non-C3 Interactive Manila, Inc. Supplier rather than C3
Interactive Manila, Inc.. If so, unless otherwise
expressly stated in the applicable Solution-specific Terms, C3 Interactive Manila, Inc. shall not
be liable for any
or inoperability of, such Hardware, and you must rely upon the terms of your Third Party Agreement
in respect of any alleged defect of such Hardware.
Except where our agreement with you specifies otherwise (for example where we rent or lease Hardware
you), title to the Hardware will pass upon full payment except that, in the case of Hardware in
which pre-payment has been made, title to the Hardware will pass upon delivery. Risk of loss to, and
responsibility for, the Hardware pass to you upon delivery. Until title has passed from C3 Interactive
Manila, Inc. to you
(and in all
cases where we rent or lease Hardware to you), you must insure, maintain and store the Hardware in
satisfactory conditions, and you will return the Hardware to us at our request.
You shall maintain and operate the Hardware in accordance with the instructions provided by C3
Interactive Manila, Inc. and
only allow the Hardware to be operated by competent and authorized personnel. C3 Interactive Manila,
Inc. is not liable for
any maintenance or modification of Hardware not undertaken by, or in accordance with instructions
from, C3 Interactive Manila, Inc.
or its authorized representatives.
All delivery timings that C3 Interactive Manila, Inc. may provide to you in relation to Hardware are
estimates and not
commitments. However, if the delivery of Hardware is delayed by more than 90 days from the stated date
delivery notified to you by C3 Interactive Manila, Inc., and this is not due to your actions or
inactions, you will have a
right to: (1)
withhold payment (unless full payment has already been made) due in respect of delayed Hardware, or
terminate the Agreement under which you ordered the delayed Hardware, entitling you to a refund of any
Fees you have paid in relation to such Hardware.
You are responsible for:
- ensuring strict compliance with all applicable laws and regulations in relation to the import,
transportation, storage and use of Hardware in the country and place to which Hardware is delivered;
- obtaining and maintaining in full force and effect, at your own cost, any licenses,
approvals, permits and other consents in relation to the import, transportation, storage and use of
Hardware as required from time to time; and
- if required by C3 Interactive Manila, Inc., making copies of such licenses and consents available
to C3 Interactive Manila, Inc. prior to
Hardware is delivered to you strictly on the condition that you have satisfied yourself of its
your needs. Certain Hardware provided by C3 Interactive Manila, Inc. must be installed by a C3
Interactive Manila, Inc. employee or representative
(Installation). After Installation, the C3 Interactive Manila, Inc. employee or representative will
perform an operational
test of the
Hardware in the presence of you or your representative. During the test, you or your representative
confirm that the Hardware is working correctly and check for malfunctions or defects (Defects). Any
provided by C3 Interactive Manila, Inc. (or a C3 Interactive Manila, Inc. employee or representative,
as applicable) is given to the best of its
and will not relieve you from undertaking your own investigations and tests.
Where Hardware is delivered to you and/or installed, and you determine that there is a Defect with
Hardware, you must report the Defect to us within the earlier of (i) one month from the date on which
detected the Defect (or reasonably should have detected the Defect) or (ii) three months from the date
delivery to you of the Hardware (or, if later, the date of Installation by or on behalf of C3
Interactive Manila, Inc.) (the
Period) unless a longer reporting period is expressly required by applicable law. Your report must
sufficient information to allow us to identify and verify the Defect, including but not limited to: a
description of the Defect and Hardware (including any documentation or information showing that the
was present at the time of the delivery), and any applicable invoice and order numbers.
If, after examining the Hardware, C3 Interactive Manila, Inc. determines that there is a Defect, and
you have reported it to
the applicable Reporting Period, C3 Interactive Manila, Inc. will remedy the Defect or replace the
Hardware within a
time, and will reimburse you for any shipping costs already paid by you to C3 Interactive Manila, Inc.
or incurred by you,
that such Defect does not arise from any misuse, wilful misconduct or any other fault on your part. If
have not paid fully for the Hardware, you will be entitled to withhold payment until C3 Interactive
Manila, Inc. has remedied
Defect or replaced the Hardware. If, after examining the Hardware, C3 Interactive Manila, Inc.
determines that there is no
or if the Hardware shows clear signs that the Defect was caused by you or another third party, you
liable for any shipping, handling and related expenses, and any call-out or attendance costs incurred
by C3 Interactive Manila, Inc..
You may also be able to obtain maintenance services out-of-warranty as set out in any
Terms (Maintenance Services). Where C3 Interactive Manila, Inc. agrees to perform such Maintenance
Services, we shall do so
at your expense. Fees payable for such Maintenance Services shall include, but not be limited to,
C3 Interactive Manila, Inc.’s
reasonable expenses and travel costs, if C3 Interactive Manila, Inc. provides the Maintenance Service
at your premises.
If C3 Interactive Manila, Inc. provides remedial services in respect of any Defect or any
Maintenance Services on your
you shall be obliged to provide suitable working conditions in accordance with applicable labor law
health & safety requirements.
C3 Interactive Manila, Inc. will not be liable to you if Hardware differs from its specifications as
a result of changes
made to ensure
that the Hardware complies with applicable statutory or local requirements. In addition, C3
Interactive Manila, Inc. will not
liable for any Defects or inoperability of Hardware resulting from:
your failure to comply with this Section 13 and/or any applicable Solution-specific Terms; or
normal wear and tear
You shall not use any Hardware in the production or processing of illegal crops or substances, or for
other illegal purposes. If you resell the Hardware, you shall also use reasonable efforts to ensure
customers do not use the Hardware for any illegal purposes.
In addition to Section 19 (Indemnity), you shall defend, indemnify and hold harmless C3 Interactive
Manila, Inc. from and
all claims, losses, costs and expenses (including legal fees) arising out of:
a Defect in the Hardware due to an act or omission on your part or the part of your
C3 Interactive Manila, Inc. following any specifications supplied by you;
any damage to property, or injury or death of persons arising out of your loading, unloading,
transportation, storage, handling, use or disposal of the Hardware; and
in connection with any negligent act or wilful misconduct of or by you our your representatives.
TERM AND TERMINATION
The Agreement shall commence and become legally binding either when you enter into the applicable
Solution-specific Terms or when you first use the Solution that you have ordered. Subject to your
of any Fees, the rights granted by C3 Interactive Manila, Inc. under these Terms will continue for the
length of time that is
in the Solution-specific Terms applicable to the Solution you have purchased, or that you have agreed
C3 Interactive Manila, Inc. in relation to such Solution.
In case of late or missing payment of Fees due, C3 Interactive Manila, Inc. is entitled to
immediately suspend your access
Digital Content and/or your Account. Failure to pay upon 14 days from receiving a second payment
from C3 Interactive Manila, Inc. shall be deemed material breach, and C3 Interactive Manila, Inc. may
terminate the Agreement with immediate effect.
Subject to the limitations set out in the Agreement, either party may immediately terminate the
receipt of any Solution and/or the Agreement if:
the other party is in material breach of the Agreement and, if the breach is curable, fails to
breach within thirty (30) days after receipt of written notice;
the other party enters into an arrangement or composition with or for the benefit of its
into administration, receivership or administrative receivership, or is dissolved or otherwise
business operations or becomes subject to insolvency or bankruptcy proceedings and the proceedings
are not dismissed within ninety (90) days; or
the other party is in material breach of the Agreement more than twice, notwithstanding any cure
C3 Interactive Manila, Inc. may suspend the provision of Digital Content in the following
- if C3 Interactive Manila, Inc. has reasonable grounds to suspect a breach of Sections 6, 13.12 or
- where C3 Interactive Manila, Inc. has a right to terminate these Terms under Sections 15.2 or
15.3, C3 Interactive Manila, Inc. may also suspend
or terminate any, all, or any part of the Digital Content; and
- in order to comply with applicable law. If any suspension under this Section 15.4 continues for
than thirty (30) days, you may, at any time until use of the applicable Digital Content is
terminate your use of the applicable Solution immediately upon written notice; or
- in the event of non-payment of Fees by you within the relevant period set out in the applicable
You are obliged to pay for any remaining Fees and/or Subscription balance and applicable interest,
your Account is suspended due to your contractual breach or for any other reason.
If you become aware that any Digital Content, any part of a Solution, any User Content, or any other
information that you provide to C3 Interactive Manila, Inc. does not comply with these Terms or C3
Interactive Manila, Inc.’s
Policy, you will immediately suspend your use of the Solution and/or remove any User Content or
information (as applicable). If C3 Interactive Manila, Inc. becomes aware of the above circumstances,
C3 Interactive Manila, Inc. may specifically
request that you take the remedial steps described above as it considers necessary and/or may
suspend your use of the Solution until C3 Interactive Manila, Inc. is satisfied that the relevant
issues have been resolved.
On expiry or termination of the Agreement:
- the rights granted by one party to the other shall immediately cease and you must cease all
authorized by the Agreement;
- all Fees owed by you to C3 Interactive Manila, Inc. are immediately due upon termination; and
- upon request from C3 Interactive Manila, Inc., you shall delete any Digital Content, and any User
Content or other
information you have provided to C3 Interactive Manila, Inc. from the Solutions and immediately
destroy or return to C3 Interactive Manila, Inc.
(at C3 Interactive Manila, Inc.’s sole option) all copies of the Software and Documentation then in
In connection with your use of the Solutions:
- you may state publicly that you are a C3 Interactive Manila, Inc. customer and display C3
Interactive Manila, Inc.’s trademarks, logos, domain
names and any other distinctive brand features (Brand Features); and
- C3 Interactive Manila, Inc. may verbally state that you are a C3 Interactive Manila, Inc. customer
and include your name or Brand Features in a
list of C3 Interactive Manila, Inc. customers in C3 Interactive Manila, Inc.’s online or offline
Neither party requires approval for repeating a public statement that is substantially similar to a
allowed public statement.
A party may revoke the other party’s right to use its Brand Features under this Section by giving
notice to the other party and allowing a reasonable period of time to stop the use.
LIMITATION OF LIABILITY
C3 Interactive Manila, Inc. will not be liable to you for any loss or damage, whether in contract,
of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
- use of, or inability to use, the Digital Content; or
- use of or reliance on any content displayed on the Digital Content
C3 Interactive Manila, Inc. will not be liable for any loss or damage caused by a virus, distributed
attack, or other
technologically harmful material that may infect your computer equipment, computer programs, data or
proprietary material due to your use of a Solution or to your downloading of any Digital Content.
C3 Interactive Manila, Inc. shall further not be liable for damages resulting from the use of (or the
inability to use)
of communication of the Digital Content, including, but not limited to, damages resulting from failure
delay in delivery of electronic communications, interception or manipulation of electronic
by third parties or by computer programs used for electronic communications and transmission of
Nothing in these Terms excludes or limits either party’s liability for death or personal injury
negligence, or fraud or fraudulent misrepresentation, or any other liability that cannot be excluded
TO THE MAXIMUM EXTENT PERMITTED BY LAW, C3 SHALL NOT BE LIABLE FOR ANY
LOSS OF PROFITS, LOSS OF SALES, LOSS OF BUSINESS, BUSINESS INTERRUPTION, LOSS OR
CORRUPTION OF DATA OR INFORMATION, LOSS OF BUSINESS OPPORTUNITY, GOODWILL
AND/OR REPUTATION OR ANY OTHER DAMAGES, NOR FOR ANY INDIRECT OR
CONSEQUENTIAL LOSSES, IN EITHER CASE ARISING OUT OF OR IN ANY WAY CONNECTED
WITH THE PROVISION OR USE AND/OR INABILITY TO USE THE SOLUTIONS OR BY WAY OF
INDEMNITY. IN THE CASE OF DIGITAL CONTENT, YOUR SOLE REMEDY IN CASE OF
DISSATISFACTION SHALL BE TO DISCONTINUE YOUR USE OF DIGITAL CONTENT AND
REQUEST C3 TO CLOSE ANY ACCOUNTS THAT YOU MAY HAVE. TO THE MAXIMUM
EXTENT PERMITTED BY LAW, IN THE EVENT THAT C3 AND/OR ANY AFFILIATED ENTITY
IS LIABLE FOR YOUR LOSSES UNDER MANDATORY LAW, THE MAXIMUM AGGREGATE
LIABILITY OF C3 AND/OR ITS AFFILIATES UNDER THESE TERMS, WHETHER BY WAY OF
INDEMNITY OR OTHERWISE, SHALL BE LIMITED TO THE GREATER OF (A) THE FEES PAID BY
YOU IN RELATION TO THE SOLUTION IN RESPECT OF WHICH THE CLAIM OR CLAIMS ARISE
DURING THE ANNUAL SUBSCRIPTION PERIOD DURING WHICH SUCH CLAIM OR CLAIMS
ARISE, OR (B) €5,000.
DISCLAIMER OF WARRANTIES
Digital Content, Hardware and any products and third party materials are made available to you “as
without any warranties of any kind, whether implied or statutory. Except as expressly stated, C3
Interactive Manila, Inc.
all conditions, warranties representations or other terms which may apply to the Solutions (including
respect to Digital Content, Hardware and any products and third party materials), whether express or
to the fullest extent permissible under applicable law, including any implied warranties or conditions
satisfactory quality, fitness for a particular purpose, non-infringement and title.
Any information and recommendations conveyed as part of the Solutions is, to the best of C3
Interactive Manila, Inc.’s
correct and accurate on the date of issue, and are merely intended to serve as guidelines for the
use of the Solutions and for the appropriate use, handling and storage of any associated Hardware
Solutions, and may not be deemed as a guarantee or indication of quality or compliance with applicable
or regulations, or serve as a basis for liability towards C3 Interactive Manila, Inc. or its
representatives in any way
Because of the multitude of crops, grown in different production systems, on various soils, and under
countless climatic conditions, C3 Interactive Manila, Inc. disclaims all warranties, express or
implied, as to the accuracy
Content or any other information and recommendations provided under the Solutions, and takes no
for management decisions based on this information. When using Digital Content and related material,
accept that you will take full responsibility for all agronomic decisions, results and yields.
All exclusions or limitations of liability, and any disclaimers of any kind, (including in this
elsewhere in these Terms) are made on behalf of C3 Interactive Manila, Inc. and its affiliates and
directors, officers, employees, affiliates, agents, representatives, licensors, suppliers and service
Except to the extent prohibited under applicable law, you agree to defend, indemnify and hold
harmless C3 Interactive Manila, Inc.
from and against all claims, losses, costs and expenses (including legal fees) arising out of (a) your
use of, or
activities in connection with, the Solutions (including all submissions); and (b) any violation or
violation of these Terms by you.
INFORMATION OR COMPLAINTS
- have a question or complaint regarding the Solutions;
- are required to give us notice in writing in accordance with any condition in these Terms; or
- wish to contact us in writing for any other reason,
please contact C3 Interactive Manila, Inc. using the applicable communication method specified in
relation to the relevant
C3 Interactive Manila, Inc. will respond to all complaints or claims within reasonable time, and
will, in any event, confirm
of your message by contacting you in writing, normally by e-mail. Please note that e-mail
communications will not necessarily be secure; accordingly, you should not include credit card
information or other sensitive
information in your e-mail correspondence with us.
You may submit your ideas, feedback and suggestions (Suggestions) that might help us to improve both
and other users’ use of the Solutions. By sending us Suggestions, you grant us a non-exclusive,
perpetual, irrevocable, royalty-free, sub-licensable right to use, modify, distribute and use your
in any other way.
If you believe in good faith that materials available as part of the Digital Content infringe your
may write to us by mail or e-mail and request that we remove such material or block access to it.
precise about the identity and location of the allegedly infringing materials. If you believe in good
someone has wrongly filed a notice of copyright infringement against you, you may send us a written
ASSIGNMENT AND SUBCONTRACTING
C3 Interactive Manila, Inc. may transfer all or any part of its rights and obligations under these
Terms, and/or its
contract with you,
to another company within the C3 Interactive Manila, Inc. group of companies or any third party
organization. You may not
transfer your rights or obligations under these Terms to another person or legal entity without our
prior written consent.
C3 Interactive Manila, Inc. may subcontract or delegate any or all part of its obligations under
these Terms to another
within the C3 Interactive Manila, Inc. group of companies or any third party organization. You may not
subcontract or deal in
other manner with any of your rights or obligations under these Terms without our express prior
Neither party shall be liable for any delay or defect due to any act of God, war, strike, lock-out,
action, fire, flood, draught, tempest or any other event beyond the reasonable control of either
including if any failure is caused due to internet unavailability, lack of mobile data access, or
other measures impeding access to Software or Digital Content.
If any obligation under the Agreement cannot be performed for a continuing period of three (3) months
result of one or more of the events described in Section 22.1 then either party may terminate the
by notice in writing to the other at the end of this period.
OTHER IMPORTANT TERMS
- Any words following the terms including, include, in particular or for example or any similar phrase
construed as illustrative and shall not limit the generality of the related general words.
- If we fail to insist that you perform any of your obligations under these Terms, or if we do not
rights against you, or if we delay in doing so, that will not mean that we have waived our rights
and will not mean that you do not have to comply with those obligations. If we do waive a default by
we will only do so in writing, and that will not mean that we will automatically waive any later default
Each of the conditions of these Terms operates separately. If any court or competent authority decides
any of them are unlawful or unenforceable, the remaining conditions will remain in full force and
These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in
connection with these Terms are governed by Norwegian law. You and C3 Interactive irrevocably agree that
courts of Norway will have exclusive jurisdiction to settle any dispute or claim arising out of or in
with these Terms or its subject matter or formation, save that C3 Interactive (or any applicable C3
have the right, as claimant, to initiate proceedings against you in any other court of competent
relation to the non-payment of Fees or other amounts due, the protection of C3 Interactive’s
other rights, or any breach by you of these Terms.
other rights, or any breach by you of these Terms.
other rights, or any breach by you of these Terms.