Please read these Terms of Use (together with PLDT Online Inc.’s Privacy Policy, and Consent Language which are incorporated herein by this reference, the “Terms of Use”) fully and carefully before using https://vortex.ph or our other applicable/relevant websites (collectively, the “Site”) and the APIs, services, features, content, applications, and other media offered from time to time by PLDT Online Inc. (“PLDT Online”, “Vortex”, “we”, “us” or “our”) (together with the Site, the “Services”). These Terms of Use set forth the legally binding terms and conditions for your use of the Site and the Services. If you are accepting these terms of behalf of a company, you represent and warrant that you have the authority to do so.

1. Acceptance of Terms of Use.
   1. BINDING TERMS. BY REGISTERING FOR AND/OR USING THE SERVICES IN ANY MANNER, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND ACCEPT THESE TERMS OF USE AND ALL OTHER OPERATING RULES, POLICIES AND PROCEDURES REFERENCED HEREIN, EACH OF WHICH IS INCORPORATED HEREIN BY THIS REFERENCE AND EACH OF WHICH MAY BE UPDATED FROM TIME TO TIME AS SET FORTH BELOW, TO THE EXCLUSION OF ALL OTHER TERMS. You may not use the Services if you do not unconditionally accept these Terms of Use.
   2. Scope. These Terms of Use apply to all users of the Site and other Services, including, without limitation, users who send or submit content, information, and other materials or services, registered or otherwise, through the Services.
2. Modifications. Changes in the industry, carrier and other partner requirements, applicable law and regulations may require us to make changes to our Terms of Use and Services from time to time. We endeavor to timely provide notice of such material modifications; however, it is your responsibility to check these Terms of Use periodically for changes and we encourage you to do so. We reserve the right, in our sole discretion, to modify or replace any of these Terms of Use, or change, suspend, or discontinue the Site and Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending you notice through the Services, or by another appropriate means of electronic communication. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without liability or advance notice. You acknowledge that your continued use of the Services following notification of any changes to these Terms of Use constitutes acceptance of those changes.
3. Our Services. We offer a variety of communication enabling services further described here on our Site. These Terms of Use apply to all of our Services.
   1. Additional Service-Specific Terms. Certain Services may be subject to additional terms and conditions specified by us from time to time; your use of such Services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference. Please click on the following links for additional information regarding the following applicable Services:
      1. Top-up Load
      2. Bills Payment
      3. E-Gift
      4. PIN

   We reserve the right to modify, remove and amend the Services at any given time without prior notice. Any new services or features offered by us are subject to these Terms of Use and any other service-specific applicable terms and conditions specified by us from time to time.

   2. Changes. We strive to continually improve our Services and offerings. You acknowledge that we may change our APIs from time to time, and that it is your responsibility to ensure that your use of our Services is compatible with then-current APIs for the Service. While we endeavor to avoid changes to our APIs that are not backward compatible, in the event that such a change is implemented we will use reasonable efforts to inform you of any material changes with notice whenever possible so that you can adjust your applications.
   3. Third-Party Retailers. You shall be fully responsible for any Third-Party Retailer (downlines) created in accordance with Clause 3.a.v. These Terms of Use shall be applicable to such Third-Party Retailer to the maximum extent possible, and you shall assume full responsibility to execute the necessary/relevant contract or agreement with such Third-Party Retailer. You hereby hold and save harmless Vortex, PLDT Online and its authorized representatives from any and all claims, actions, cost or liability arising from the breach by a Third-Party Retailer of this Terms of Use, including any negligent act or omission (including any issue as to Personal Data or information as defined under applicable data protection laws), breach of representations and warranties by the Third-Party Retailer and its directors, offices and other authorized personnel as may be applicable.
4. Account. To access and use our Services, you will need to create a membership account on the Site (an “Account” or “My Account”). You must provide accurate and complete information and keep your Account information updated. By consenting to the creation of an Account, You are solely responsible for the activity that occurs on your Account, and for keeping your Account password secure; we will not be liable for losses caused by any unauthorized use of your Account by a third party. You may never use a third party’s account, registration information, or password on the Services without permission. You must notify us immediately of any change in your eligibility to use the Services (including any changes to or revocation of any licenses from applicable/relevant authorities), breach of security or unauthorized use of your Account. You should never publish, distribute or post login information for your Account. You have the ability to delete your Account by emailing support.noreply@vortex.ph.
5. Eligibility. You represent and warrant that you are at least 18 years of age and are legally authorized and competent to enter into and bind yourself or the company you represent (as used throughout these Terms of Use, “you”, “You”, “your”) to these Terms of Use. We may, in our sole discretion, refuse to offer the Services to any person or entity and change our eligibility criteria at any time. You will inform us if you are aware that these Terms of Use are not in compliance with any laws, rules and regulations applicable to you and the right to access the Services is revoked where these Terms of Use or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation.
6. License; Ownership; and Intellectual Property.
   1. Limited License to Services; Restrictions. Subject to your compliance on a continuing basis with all of the terms and conditions of these Terms of Use, we hereby grant you permission, on a limited, personal, non-exclusive, non-transferable, non-sublicenseable basis (save for Clause 3.a.v. “Third Party Retailers”) until these Terms of Use or your account is duly terminated (“Term”), to (i) use the documentation and APIs we make available to you to create an original application that interfaces with our Services as authorized in these Terms of Use (“Customer Application,” which term excludes our APIs, documentation and other Services, for the avoidance of doubt), and (ii) access and use the Services in accordance with these Terms of Use and the documentation provided by us on the Site, and provided that you shall not directly or indirectly (or authorize any third party to):
      1. resell any portion of the Services unless we otherwise specifically agree in writing and/or signed by our duly-authorized Officer in each instance;
      2. use the Services in any manner that violates our Terms of Use;
      3. (A) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services, except to the limited extent applicable laws specifically prohibit such reverse-engineering restrictions, (B) alter, modify, translate, or otherwise create derivative works of any part of the Services, or (C) copy, rent, lease, license, timeshare, distribute, or otherwise transfer any of the rights that you receive hereunder in any manner or medium; or
      4. use the Services in connection with any call types that would result in us incurring originating access charges, local exchange carrier “DIP” fees or other call types that may be subject to any reverse billing process, application or charge. In the event of a violation of this Section, Vortex may (i) immediately suspend or terminate the Service, and (ii) charge you an additional applicable cost for all inbound SMS and voice Services from and after the date of any violation, and you shall promptly reimburse any additional amounts VORTEX is required to pay a third party resulting therefrom.
   2. Ownership of Our Services and Our Website Content. We retain and own all right, title and interest in and to the Services and all improvements, modifications and derivative works thereof; and you hereby do and shall make all assignments necessary to effectuate the foregoing. Other than your Customer Application, which remains owned by you, and any messaging content (such as data, text, software, APIs, scripts, graphics, files, images, video, stickers, photos, sounds, audio, interactive features, games, and other information) originally provided by you or your third party users in connection therewith (“Application Content”), the content on the Site, and the content generated, provided, or otherwise made accessible on or through the Services, including without limitation, the data, text, software, scripts, graphics, files, images, videos, stickers, photos, sounds, audio, interactive features, information and the like (collectively, together with any third party Website Submissions (defined below) for purposes of these Terms of Use, “Content”) and the trademarks, service marks and logos contained therein (“Marks”), are as between you and us fully owned by or licensed to us, subject to copyright and other intellectual property rights under applicable and other foreign laws and international conventions. We reserve all rights not expressly granted in and to the Services and the Content. You agree to not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any other purposes whatsoever any Content, Marks, third party Website Submissions, or other proprietary rights not owned by you, (i) without the express prior written consent of the respective owners, and (ii) in any way that violates any right of any third party. If you download or print a copy of the Content for personal use, you must retain all copyright and other proprietary notices contained therein. Without limiting the foregoing, you shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right.
   3. Notices and Restrictions. The Services may contain Content specifically provided by us, our partners or our users that is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services.
   4. Trademarks. You may not include or make reference to us, the name Vortex, or any of our trademarks in connection with your use of the Services or otherwise without our prior written consent in each instance, and you hereby disclaim any and all right of ownership of or license to our trademarks. Without limiting the foregoing, in any event, Vortex owns and shall own all goodwill generated from or associated with its trademarks, including any use thereof. You hereby grant us a limited, non-exclusive, non-transferable (except as set forth in Section 15(g) below, license during the Term to display and have displayed your trade names, trademarks, service marks, logos, domain names and the like for the purpose of promoting or advertising that you use the Services (e.g. to identify you as a customer on our website and to include a general case study regarding your use of the Services, without disclosing any software code you have created in connection with your Customer Application, on our website and in our marketing and promotional materials). You may not issue any press releases or other publications that mention Vortex or the Services, or otherwise in connection with these Terms of Use without our prior written consent.
7. Fees and Payment.
   1. Paid Services. Certain of our Services are subject to payments now or may be in the future (the “Paid Services”). The pricing set forth on our Site or otherwise communicated to you in writing by us shall apply to your use of the applicable Services. Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of these Terms of Use. Unless otherwise indicated by us on the Services, or in a writing executed by an authorized signatory for Vortex, you agree to pay us in advance for the Services in the currency invoiced by us, without the right of set-off, deductions, or counterclaim. We will not be obliged to perform any Services under these Terms of Use if you have not provided payments when due.
   2. Billing. We use a third-party payment processor (“Payment Processor”) to facilitate your payments through a payment account linked to your Account on the Services (“Billing Account”) for use of the Paid Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms of Use. We are not responsible for error by the Payment Processor. By choosing to use Paid Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms referenced in Section 7(a) above, and you authorize us, through the Payment Processor, to obtain payment from your chosen payment provider (“Payment Method”).
   3. Payment Method. Subject to Section 7(a) above, the terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method.
   4. Current Information Required. You must provide current, complete and accurate information for your billing account. you must promptly update all information to keep your billing account current, complete and accurate.
   5. Changes. You acknowledge that we reserve the right to change our fees from time to time, in our sole discretion. Your continued use of the Services after a price change becomes effective constitutes your agreement to pay the changed amount.
   6. Taxes. Unless otherwise provided, all charges and fees for the Services are exclusive of any country, province, federal, state or local taxes, including without limitation, use, sales, value-added, privilege, or other taxes, levies, imports, duties, fees, surcharges, governmental assessments and withholdings (“Taxes”). You will be solely liable for and will pay upon demand all Taxes associated with your access to and use of the Services and shall not deduct any such amounts, or any other withholdings, set-offs or deductions, from amounts you owe us. Without limiting the foregoing, if either you or Vortex (or its applicable affiliated entity) is compelled to pay any such Taxes or make such deductions or withholdings, then you shall pay Vortex such additional amounts as are necessary to ensure receipt by Vortex of the full amounts which Vortex would have received were it not for such deductions, withholding and/or the payment of such Taxes. Upon our request, you will provide us with all information relevant to your payment or owing of all applicable Taxes.
   7. Refund Policy. Any Wallet balance on your Account remaining after termination of these Terms of Use may be repaid to you, provided you submit a written request to PLDT Online to claim the remaining wallet amount. This request will be subject for approval of PLDT Online, any unpaid fees or services will be deducted from the wallet amount. A decision will be released within thirty (30) business days following submission of the request to customer.support@vortex.ph. Except as otherwise expressly set forth above in these Terms of Use, any fees paid by you to Vortex are non-refundable. Without limiting the foregoing, any billing disputes must be initiated within thirty (30) days of payment (or invoice if sooner) to be considered, by contacting us at billing@vortex.ph, and upon expiration of such thirty (30) day period you will not be entitled to dispute any fees paid or payable to Vortex. The parties will work together to attempt to resolve any applicable dispute. Any disputes that cannot be resolved in accordance with the foregoing shall be handled in accordance with Section 14 below. Vortex reserves the rights to: (i) except with respect to Termination Refunds, issue any mutually agreed refunds in the form of a credit to your Account; (ii) deduct the costs of issuing any refund from any amounts otherwise payable (e.g. bank transfer fees and Payment Processor charges); (iii) issue any refunds in Vortex’s sole discretion either in the same currency that payment was originally made or in USD; (iv) negatively adjust any refundable amounts to reflect foreign currency exchange changes since the payment date, for which you bear the sole responsibility and risk; (v) withhold payment to the extent that Vortex determines in its reasonable discretion that payment to a country, individual or entity is illegal or reasonably impractical; and (vi) determine in its sole reasonable discretion the means by which it will issue any refunds.
8. Customer Obligations and Responsibilities.
   1. Account Activity and Use of Services. You are responsible for all of your activity and all activity on your Account in connection with the Services. You agree to handle your Account credentials (login/password) carefully and take responsibility for any and all use of your credentials. You shall notify us immediately if you have reason to believe that there has been or is likely to be an unauthorized or impermissible use of your Account or the Service. You will be solely liable for the accuracy, completeness and appropriateness of the content transmitted by you or anyone else using the Services on your behalf. As between you and us, you are solely responsible for (i) the User Content transmitted by you, on your behalf, or in connection with your Account, (ii) the acts or omissions of your users/Third-Party Retailers (including any data privacy implications, requirements and/or regulations) with respect to your User Content, and (iii) ensuring that your User Content complies with the specifications and guidance posted on our Site and policies. You shall not create any liability or obligations on behalf of us to any third party and you shall have a written and enforceable agreement with each of your users that allow us to perform the Services and that shall be at least as protective of us and the Services as these Terms of Use (including, without limitation, all license restrictions, terms regarding our intellectual property rights, warranty disclaimers, liability limitations, privacy notifications and consents, data privacy and arbitration provisions), and you shall enforce such terms and notify us of any violation that may affect our rights.
   2. Compliance with Law. You represent, warrant, and agree that you shall abide by all applicable and relevant laws and regulations then in effect at the time of your use of the Services, and you will not directly or indirectly use the Services for any illegal, immoral or improper purpose or in any manner which contravenes these Terms of Use, and you will not allow any third party to do so. You specifically represent that you are aware of and understand the applicable Data Privacy Laws, such as but not limited to: Republic Act No. 10173 or the “Data Privacy Act of 2012” of the Philippines, and the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) or the European Union’s “GDPR”, and other applicable and relevant data privacy laws in jurisdictions relevant to you, and that you shall comply with those laws, in addition to all other applicable laws, rules, and regulation, and requirements of the applicable Policies/Terms of Use in connection with your use of the Services at all times. You shall retain documentation evidencing your compliance with these Terms of Use (including without limitation documentation establishing that you have obtained all required consents, authorizations and approvals relating to your use of the Service) throughout all applicable limitations/ periods. We reserve the right, but without any obligation, to monitor and audit your use of our Services for any reason or no reason, without notice, to ensure your compliance with these Terms of Use. You agree to provide us with any information we reasonably request to investigate and resolve problems relating to your Account. We reserve the right in our sole discretion to investigate and take appropriate legal action against anyone who, we believe in our sole discretion, violates our Terms of Use, including without limitation, reporting information to law enforcement authorities.
   3. Internet Connectivity. You are responsible for providing suitable hardware or communications equipment, and for all other infrastructure necessary to ensure your access to our Services. You are also responsible, at your own expense, for the provision and the regular monitoring of telecommunication and access infrastructure between your operations center and our platform.
   4. Additional Representations. You represent and warrant that: (i) the information you provide in connection with your registration for the Services is accurate and complete, (ii) you are duly authorized to do business in the jurisdiction where you operate, and (iii) you are an authorized representative of your entity, duly authorized to access the Services and to legally bind the entity you represent to these Terms of Use and all transactions conducted under your Account.
   5. Indemnity. You shall defend, indemnify, and hold harmless us, our affiliates, suppliers, and partners, and each of our and their respective employees, contractors, directors, officers, and representatives from and against any and all damages, liabilities, claims, demands, obligations, losses, fines, penalties, and expenses, including without limitation reasonable attorneys’ fees and costs, that arise from or relate to (i) your User Content, (ii) your use or misuse of, or access to, the Services or Content, and/or (iii) your violation of these Terms of Use, or violation or infringement by you, or any third party using your Account, of any intellectual property, data privacy, or other right of any person or entity. We agree to promptly notify you of any such claim, to permit you to control the defense and/or settlement thereof (except to the extent such claim relates to our platform, other Services, or intellectual property or other rights, in which case we reserve the right to assume the exclusive defense and control of such matters and you will assist and cooperate with us in asserting any available defenses), and to reasonably assist you at your expense and reasonable request in connection therewith; provided that (i) we may participate in the defense of any such claim through counsel of our own choosing, (ii) you shall not admit liability or responsibility on our behalf, or settle or compromise any claim without our prior written consent (which shall not be unreasonably withheld).
9. Confidentiality.
   1. Personal Information. We respect the privacy of personally identifiable information provided to us through the Services (“PII”). We treat such information in accordance with the terms of our Privacy Policy, which is incorporated herein by this reference.
   2. Feedback. Your feedback, comments and suggestions for improvements to the Site, our solutions and proposed solutions, and other Services (“Feedback”) are welcome. We continually strive to improve our Services and provide you with a remarkable customer experience, and accordingly may seek to incorporate your Feedback into the Services. You acknowledge and agree that all Feedback is and shall be the sole and exclusive property of us and you shall and hereby do assign to us all right, title, and interest in and to all Feedback, including without limitation all worldwide moral and other proprietary and intellectual property rights therein, notwithstanding anything else, and you will execute documents and take such further acts as we may reasonably request to effectuate the foregoing ownership and rights.
   3. Other Confidential Information. “Confidential Information” means, excluding PII and Feedback, any information or data, regardless of whether it is in tangible form, disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure. “Confidential Information” does not include any information which: (i) is publicly available through no fault of receiving party, (ii) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party, (iii) was properly disclosed to receiving party, without restriction, by another person without violation of disclosing party’s rights, or (iv) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information. Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement (and for us to provide the Services) and it will not disclose such information to any third party without the other party’s prior written consent, except as otherwise permitted hereunder or for us to provide the Services or make other disclosures identified in our Privacy Policy. Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. Each party may also disclose the Confidential Information of the other party, in whole or in part to its employees, representatives, actual or potential investors and subcontractors who have a need to know in connection with the Services and are bound to keep such information confidential consistent with the terms of this Section. For the avoidance of doubt, either party may disclose the Confidential Information of the other party as required by law, legal process or court order.
10. Limited Warranty and Disclaimer.
    1. Representations. Vortex represents and warrants to you that it has the corporate power and authority to enter into this Agreement and perform its obligations hereunder. We will use commercially reasonable efforts to address faults reported with respect to our proprietary platform that are within our control in a timely manner. We may temporarily suspend the Services in order to undertake maintenance or upgrades. Except in the event of a force majeure, substantial or total outage of the Services or other matters beyond our reasonable control or that we cannot foresee, we will endeavor to give you five (5) days prior notice (on the Site or otherwise) of such suspensions.
       
       

       You represent and warrant that you have the power and authority to enter this Agreement and perform its obligations hereunder. Additionally, you represent that all documents uploaded by you are accurate.

    2. Assumption of Risk. We have no special relationship with or fiduciary duty to you. You acknowledge and agree that we have no control over and have no duty to take any action regarding and shall have no liability for: (i) acts, faults or omissions of any third party telecommunications systems, networks or operators (including, without limitation, suspension or termination of our connections, or faults in or failures of their apparatus’ or network), (ii) which users gain access to the Services, (iii) what Content you access or receive via the Services, or (iv) how you may be affected by, interpret, rely upon, or use the Content. You release us from all liability for you having acquired or not acquired Content through the Services. We make no representations concerning any Content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, or legality or appropriateness of material or Content contained in or accessed through the Services.
    3. No Responsibility for Third Party Information, Acts or Omissions. Similarly, we do not guarantee, warrant or accept responsibility for information provided by, or acts or omissions of, direct and indirect users of our Services. We do not verify or evaluate information or data provided by third parties through the Services, and neither we nor our suppliers make any guarantees or warranties, express or implied, about any of the information offered or provided, including, without limitation, warranties relating to accuracy, availability, or results of use. We also have no control over and we accept no liability in connection with the telephone numbers submitted for verification purposes on our customers’ websites. We prohibit use of our Services to impersonate others and for other fraudulent purposes, but we do not accept responsibility for third party actions. For example, if an end user has stolen, borrows, or has access to a phone and uses the relevant phone number for verification purposes through the Services, we are not responsible for such actions or any actions you may take based upon that information.
    4. Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH ABOVE IN THIS SECTION 10, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND CONTENT ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, QUALITY (E.G. AS TO LATENCY AND THROUGHPUT), AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR SUPPLIERS, PARTNERS AND LICENSORS, AND EACH OF OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, DO NOT WARRANT (AND HEREBY EXPRESSLY DISCLAM ALL WARRANTIES) THAT: (I) THE SERVICES (OR ANY MOBILE OPERATORS) WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED, (III) ANY CONTENT OR SOFTWARE AVAILABLE ON OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, (IV) THE CONTENT ON THE SITES OR SERVICES (OR ANY THIRD PARTY SITES OR SERVICES LINKED THERETO) IS ACCURATE, ERROR-FREE, OR COMPLETE, OR (V) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY CONTENT OF, COMMUNICATION BY, OR PRODUCT OR SERVICE ADVERTISED OR OFFERED BY, A THIRD PARTY THROUGH THE SERVICES, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTIES.
11. Suspensions and Terminations.
    1. Term and Termination.
       1. Term. This Terms of Use shall remain in full force and effect at all times relevant to your use of the Services.
       2. Termination for Convenience. You may terminate your use of the Services or your Account at any time for any reason by following the instructions for closing your Account on the Site or by contacting us at customer.support@vortex.ph. We may suspend your right to use any or all Services with immediate effect, or terminate these Terms of Use as between you and us in its entirety (and, accordingly, cease providing all Services to you), in our full discretion at any time by providing you fifteen (15) days’ advance notice.
       3. Termination for Cause. In addition to the above, we may suspend your right to use the Services or terminate these Terms of Use as between you and us in its entirety (and, accordingly, your right to use the Service), for cause: (A) if you are in breach of this Agreement and have failed to cure such breach within ten (10) days after written notice/request thereof, or (B) immediately if (i) we have reason to believe that you have violated any provision of these Terms of Use, (ii) there is an unusual spike or increase in your use of the Services for which we suspect such traffic or use is fraudulent or interfering with the Services, (iii) if we reasonably believe that your other use of the Services is materially adversely affecting our facilities, other customers, or reputation, (iv) we determine, in our sole discretion, that our provision of any of the Services to you is fraudulent or otherwise prohibited by applicable law, or has become impractical or unfeasible for any legal or regulatory reason, or has become detrimental to Vortex and/or the Services (v) if your User Content or use of your Account is found to be offensive or unacceptable by third parties, (vi) upon your liquidation, commencement of dissolution proceedings, disposal of your assets, failure to continue your business in the ordinary course, assignment for the benefit of creditors, or if you become the subject of a voluntary or involuntary bankruptcy or similar proceeding, or (vii) if you are in default of any payment obligation with respect to any of the Services or if any payment mechanism you have provided to us is invalid or charges are refused for such payment mechanism.
    2. Effect of Suspension. Upon our suspension of your use of any Services, in whole or in part, for any reason: (i) fees will continue to accrue for any Services that are still in use by you, notwithstanding the suspension, (ii) you remain liable for all fees, charges and any other obligations you have (or your Account has) incurred through the date of suspension with respect to the Services, and (iii) all of your rights with respect to the Services will be terminated during the period of the suspension.
    3. Effect of Termination and Survival. Upon termination of these Terms of Use for any reason: (i) you remain liable for all fees, charges and any other obligations accrued and owed by you through the termination, (ii) except as expressly set forth herein, all of your rights and licenses under these Terms of Use will immediately terminate and you shall cease using the Services, and (iii) any balance on your Account remaining after termination of these Terms of Use will be repaid to you based on the Refund Policy. All amounts accrued or owed to us in connection with these Terms of Use and Sections 6(a)(iii) (restrictions only); 6(b), (c), (d), (e), (f), (h); 7(k); 7(l); 8(a), (b), (d), (e); 9; 10(b), (c), (d), (e), (f), (g); 11(c); 12; 13; 14; and 15 shall survive any termination of these Terms of Use. Following any suspension or termination of this these Terms of Use or your Account other than for breach, you may request any post-termination assistance that we may elect to make generally available with respect to the Services such as data retrieval arrangements, subject to and conditioned upon your advance payment of fees and acceptance of all terms and conditions that we specify in writing with respect thereto.
12. Third Party Sites, Services, and Website Submissions. The Site and Services may contain, display, or transmit links to third party websites, services or resources on the Internet or otherwise, and other websites, communications or resources may contain links to the Services. When you access third party websites, services, communications or resources, even if through the Services, you do so at your own risk; they are not under our control, and you acknowledge that we are not responsible or liable for the content, policies, practices, functions, accuracy, legality, appropriateness or any other aspect thereof. The inclusion of any such link does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website, service or resource. We encourage you to be aware when you leave our Site and to read the terms and conditions and privacy policy of each third party website that you visit.
13. Limitation of Liability. NOTWITHSTANDING ANYTHING ELSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE OR OUR PARTNERS, SUPPLIERS, LICENSORS, OR CONTENT PROVIDERS, OR ANY OF OUR OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS, BE LIABLE UNDER ANY CONTRACT, TORT, WARRANTY, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES OR OTHER SUBJECT MATTER OF THIS AGREEMENT FOR: (I) ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, LOST PROFITS, REVENUE, INCOME OR BUSINESS, DATA LOSS, INTERRUPTION OF BUSINESS, COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, RIGHTS OR SERVICES (HOWEVER ARISING AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES); OR (II) USE OF OR INABILITY TO USE THE SERVICES IN CONNECTION WITH EMERGENCY SERVICES.
14. Governing Law and Disputes.
    1. Good Faith efforts to resolve disputes. Both parties must exert in good faith and exhaust all efforts and remedies available to resolve any dispute within 15 business days.
    2. Equitable Relief. Notwithstanding the foregoing, we shall be entitled to enforce our intellectual property rights and seek equitable relief in any court of competent jurisdiction at any time.
    3. Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration section will be null and void. This arbitration agreement will survive the termination of your relationship with us.
    4. Governing Law and Jurisdiction. This Agreement shall be governed by the Laws of Hong Kong. Any action relating to this Agreement must be filed in the court of competent jurisdiction in Hong Kong. If any provision of the Agreement is invalid under the law of a particular jurisdiction, that provision will not apply in that jurisdiction. We however, reserve the right to terminate the Agreement in the event a particular provision is void or unenforceable and such provision is, in our sole and reasonable opinion, a material in the provisioning of the Free Bee Services. PLEASE CEASE USING VORTEX IF THE LAWS OF YOUR DOMICILE OR RESIDENCY PROHIBIT YOU FROM USING THE SAME.
15. Miscellaneous.
    1. Modifications/Waivers. Except as expressly provided herein, these Terms of Use may not be changed or modified, nor may any provisions hereof be waived, nor may any consent or confirmation be considered to have been given, except by an agreement in writing signed by the party against whom enforcement of the change or modification is asserted, and any such modification, change, waiver, consent or confirmation on our behalf may only be given by an authorized signatory of PLDT Online Inc. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Our failure to enforce any part of these Terms of Use shall not constitute a waiver of our right to later enforce that or any other part of these Terms of Use. The waiver by either party of any default or breach of this Agreement will not constitute a waiver of any other subsequent default of breach.
    2. Severability. If any provision of these Terms of Use, or any part of such provision, is found to be unenforceable or invalid, that provision will be (to the minimum extent necessary) be replaced by a valid and enforceable provision the effect of which comes as close as possible to the intended economical effect of the unenforceable or invalid provision, so that these Terms of Use will otherwise remain in full force and effect and enforceable.
    3. Force Majeure. We shall not be liable for any delays or failures caused by occurrences beyond our reasonable control, including, without limitation, acts of God, natural disasters, flood, fire, accidents, decrees or restraints or other actions of governments, strikes or other labor disturbances, war, sabotage, outages of third party connections, utilities, or telecommunications networks, including, without limitation, carrier-related problems or issues, internet-access issues, shortage or unavailability of supplies, and other mechanical, electronic or communications failures or degradation.
    4. Notices. You hereby authorize us to send notices to you relating to this Agreement (e.g., notices of breach and/or suspension and regarding our Services) via a notification message displayed on your account on the Services or via e-mail to the e-mail address you provide to us in your Account or otherwise on the Services, in addition to the other means and methods set forth in this Agreement. It is your responsibility to keep your e-mail address current, and you will be deemed to have received any e-mail sent to the last known e-mail address we have on record for you. Notices that we send to you via e-mail will be deemed effective upon our sending of the e-mail. Notices provided to us under this Agreement shall be sent to the attention of your account manager, with a copy sent to PLDT Online Inc.’s General Counsel with respect to any legal matters) at:
       
       

       PLDT Online Inc.
       (c/o PLDT GLOBAL CORPORATION)
       Room 2002, 20/F Officeplus@Wanchai,
       No. 303 Hennessy Road
       Wan Chai, Hong Kong
       info@vortex.ph

       Unless otherwise specified in these Term of Use, all notices under these Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.

    5. No agency, JV, third party beneficiaries. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Use and neither party has any authority of any kind to bind the other in any respect (except as necessary for us to perform the Services on your behalf).
    6. Assignment. These Terms of Use are personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent; provided that you may assign this Agreement to a successor to all or substantially all of your business or assets with prior written notice to us; provided that such successor and its affiliates do not provide services that compete with us, such assignment may not constitute or result in a violation of applicable trade control or export or other law, such successor meets our credit requirements, and you shall remain liable for all of your obligations that accrued prior to such assignment. We may assign, transfer or delegate any of our rights and obligations hereunder without consent to an affiliate or successor to all or substantially all of our business or assets to which this Agreement relates.
    7. Questions. If you have any questions about these Terms of Use or our Services, you may contact us at:
       
       

       Vortex/
       PLDT Online Inc.
       (c/o PLDT GLOBAL CORPORATION)
       Room 2002, 20/F Officeplus@Wanchai,
       No. 303 Hennessy Road
       Wan Chai, Hong Kong
       info@vortex.ph