TERMS AND CONDITION
CIBI Website is a digital web service offered by CIBI Information, Inc. (“CIBI”) whereby a secured on-line access to accurate and reliable information on companies and on individuals is afforded to its accredited clients. Through the CIBI Website , CIBI is able to provide convenient, and reliable credit scores, credit reports, industry-specific reports, solutions and analytics that mold and sustain the undertakings of businesses and individuals in accrediting suppliers and industry partners, hiring professionals and even evaluating market investments (hereinafter, the “Services”).
For the efficient and effective rendition of the Services, all clients who have duly executed and submitted the applicable Subscription Agreement and who have successfully registered with CIBI (hereinafter, the “Authorized Clients” or “User”) shall be provided with relevant and necessary access to the CIBI Website (hereinafter, the “Website”) and shall be authorized to use the specific information contained therein. The Website also includes a browser interface and data encryption, transmission, access and storage, online ordering, payment gateway, industry-related news articles, corporate-related write up, thought pieces, infographics, videographics, products and services and other communication pieces publicly shared hereto by CIBI for the purpose of providing and verifying required personal information and to request and receive authorizations, among others.
You are hereby notified that your registration with or use of the Website shall be deemed to be your agreement to abide by all the terms and conditions (“T&Cs”) contained herein, including any materials available in the Website such as but not limited to CIBI’s privacy and security policies, which are hereby incorporated by reference.
You agree and understand that in the course of providing the Services to you and/or to any of your authorized representatives, CIBI may engage the services and/or interact with other third parties such as but not limited to its parent company, affiliate companies, subsidiaries, financial advisors, accredited/affiliated third parties or independent/non-affiliated third parties and service providers, whether local or foreign (collectively referred to as “Affiliates”).
Privacy & Security Policies
The use of the Website shall be governed by such privacy and security policies which are adopted by CIBI from time to time, whether contained in this Website, in its corporate portals and/or CIBI’s relevant agreements and/or contracts with you. CIBI reserves the right to modify, alter, amend or enhance the privacy and security policies without need of prior notice or approval.
License Grant & Restrictions
All Authorized Clients are hereby granted an exclusive and non-transferable right to use the Website solely for the specific internal business purposes as declared in the Subscription Agreement and/or other related contracts executed with CIBI and always subject to the T&Cs.
By availing of the Services and/or accessing the Website , the Authorized Clients agree not to: (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party access or use of the Website or any of the audio and visual information, documents, software, products and services contained or made available to the Authorized Clients in the course of using and/or accessing the Website (collectively the “Contents”) in any way; (b) modify or make derivative works based on the Website or the Contents; (c) create Internet "links" to the Service or "frame" or "mirror" any of the Contents on any other server or wireless or Internet-based device; or (d) reverse engineer or access the Website in order to (i) build or create a competitive product or service; (ii) build or create a product using similar ideas, features, functions or graphics as that of the Website ; or (iii) copy any ideas, features, functions or graphics of Website . User licenses, if applicable, shall only be used by the designated or intended employee or individual duly authorized for the purpose. In this regard, you agree to provide any and all necessary authorizations, including a list of name/s of your authorized representatives and/or agents, prior to your registration with CIBI.
You may use the Website only for such specific internal business purposes as declared in your Subscription Agreement and/or any other contracts or agreements which you may have executed with CIBI and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Website or the data contained therein; or (v) attempt to gain unauthorized access to the Website or its related Website s or networks.
You are responsible for all activity(ies) occurring in or under your User accounts and shall abide by all applicable laws, whether national or local, treaties and regulations in connection with your use of the Website , including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) immediately notify CIBI of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) immediately report to CIBI and use reasonable efforts to immediately stop any copying or distribution of the Contents that is known or suspected by you or your Users; and (iii) not impersonate another Website User or provide false identity information to gain access to or use the Website.
Data / Contents / Account Information
- CIBI does not guarantee the accuracy, quality, integrity, legality, reliability and/or appropriateness of all the data, information or material that has been uploaded in the Website (the “Client/Authorized Clients’ Data”). In this regard, it is understood that CIBI shall not be responsible or liable for the inaccuracy of the Authorized Clients’ Data, the deletion, correction, destruction thereof, or any damage, loss or failure to store any [of] the Authorized Clients’ Data. CIBI further reserves the right to withhold, remove, amend, modify and/or discard Authorized Clients’ Data without need of notice whatsoever, particularly in case of breach of any of the terms hereof, including non-payment of the relevant fees/charges provided for herein. Upon termination for cause, your right to access or use the Authorized Clients’ Data immediately ceases, and CIBI shall have no obligation to maintain or forward any Authorized Clients’ Data and/or to allow access to your previous User account.
- You shall be directly and solely responsible for the accuracy, quality, integrity, legality, reliability and/or appropriateness of all the data, information or material that you submit to the Website (the “Account Information”). As such, you undertake to present and/or submit [to CIBI] any and all documents necessary to prove that appropriate authority is conferred upon your representatives, officers, agents and/or employees who are allowed access to the Website and/or to share any Contents found therein; to procure any and all consent/s necessary for purposes of gaining access to and/or sharing any Account Information in the Website ; to modify / amend the Account Information, from time to time, to ensure accuracy of the contents and to apprise CIBI of the need to rectify incorrect and/or outdated information.
- You hereby agree to hold CIBI, its Affiliates, as well as their respective directors, officers, employees and/or agents, free and harmless from and against any and all suits or claims, actions, or proceedings, damages, costs, and expenses, including attorney’s fees, which may be filed, charged, or adjudged against them or, in connection with or arising from the collection, processing, disclosure, storing, sharing, and/or deletion of Authorized Clients’ Data and/or the Account Information.
Intellectual Property Ownership
CIBI shall own any and all rights, title and interest as well as all Intellectual Property Rights, in and to the Website and its related network, the Contents, the Services as well as any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Products, Services and the Website . Nothing herein or in any contracts or agreements that may be entered into by us, hereinafter, shall be construed as a sale and as such, no right/s of ownership in or to the Client/Authorized Clients’ Data, the Services and/or the Website, and related Intellectual Property Rights, shall be conveyed and/or transferred to you. No right and/or license is and/or shall be granted to use the name, logo and product names associated with the Services and/or the Website of CIBI.
Third Party Interactions
During your use of the Website, you may freely enter into correspondence/s with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Website. Any such activity, however, as well as the terms, conditions, warranties or representations associated with such activity, are solely between you and the applicable third-party. CIBI shall have no liability, obligation or responsibility for any such correspondence/s, purchase/s or promotion/s. Be it understood that the Website does not endorse any sites on the Internet that are linked through Website, other than the corporate portals present on the Homepage and Products and Services sections which are owned and controlled by CIBI. CIBI provides these links to you only as a matter of convenience or information, and in no event shall CIBI be responsible for any content, products, or other materials on or available from such sites.
CIBI shall provide the Service to you pursuant to the terms and conditions of the relevant contracts and agreements and these T&Cs. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.
Charges and Payment of Fees
You shall pay all the fees and/or charges to your account in accordance with the fees, charges, and billing as provided for in your relevant contracts or agreements. In case of unauthorized use, you shall pay the fees, charges and billing therefor as stipulated in your relevant contracts, without prejudice to such other remedies as are available to CIBI. All pricing terms are confidential and you understand and agree not to disclose them to any third party.
Excess Data Storage Fees
Data storage size and fees shall be governed by your relevant contracts and agreements. CIBI shall use reasonable efforts to notify you when the agreed storage size reaches approximately ninety percent (90%) of the maximum. Note, however, that any failure by CIBI to so notify you shall not affect your responsibility to pay additional charges. CIBI reserves the right to establish or modify its general practices and limits relating to storage of Account.
Letter of Authorization (LOA)
You accept all the terms and conditions of the Letter of Authorization (“LOA”) that is issued by CIBI for approved Website access. You further agree that any access may be denied by CIBI under any of the following circumstances, the determination of the existence of which shall be reasonably made by CIBI and which shall be final, binding and conclusive upon you: (a) failure and/or refusal to present and/or submit [to CIBI] authorizations necessary to gain access to the Website ; (b) failure and/or refusal to procure any and all consent/s necessary for purposes of gaining access to the Website ; (c) failure and/or refusal to modify / amend the Account Information, from time to time, and/or to apprise CIBI of the need to rectify incorrect and/or outdated information; (d) breach of any contract and/or agreement which you have executed with CIBI and/or any of the T&Cs; (e) order from the relevant court or government agency and/or from the owner of the relevant information (hereinafter, the “Data Subject”) who may refuse to give consent to the collection, processing, and/or sharing of any information relating to him/her and/or who may otherwise withdraw his/her consent to such collection, processing and/or sharing which was previously given to CIBI; (f) any other case/s analogous to the foregoing.
- For Individual Authorized Clients. You hereby irrevocably authorize CIBI, being your Services provider, as your attorney-in-fact to: (i) obtain a copy of all your records in connection with the specific purpose/s which you declared in the relevant contract/s and/or agreement/s which you signed with CIBI, as may be deemed necessary by CIBI. Any information obtained relative to the authority herein given shall be confidential and shall not be disclosed, except to your employer (and/or potential employer) and/or its authorized representative/s or to your specific designees; and (ii) collect, process and/or share the information gathered by CIBI to such person/s as you may specify;
- For Corporate Authorized Clients. You hereby irrevocably authorize CIBI, being your Services provider, as your attorney-in-fact to: (i) obtain a copy of all the records of corporations and/or individuals in connection with the specific purpose/s which you declared in the relevant contract/s and/or agreement/s which you signed with CIBI, as may be deemed necessary by CIBI in complying with its contractual obligations with you. For purposes hereof, you hereby represent and warrant that you have procured the necessary consent/s / approval and authorities for CIBI to be able to collect, process and/or share such information. Any information obtained relative to the authority herein given shall be confidential and shall not be disclosed, except to you and/or your duly authorized representative/s or to your specific designees; and (ii) collect, process and/or share the information gathered by CIBI to such person/s as you may specify.
Your registration with CIBI and/or your access to the Website signifies that you agree to the above conditions, and your signature may not be required.
Data Gathering, Verification, and Disclosure of Information
- You freely and voluntarily give your consent, and hereby agree and authorize CIBI and/or its Affiliates to collect and process matter or information pertaining to yourself, including sensitive personal information and privileged information herein provided, collected or held or otherwise obtained separately by CIBI and/or its Affiliates, and to disclose the above information between and among the Affiliates for any legitimate business purpose/s as such Affiliates may deem appropriate, including but not limited to outsourced processing, marketing and research activities, providing advice or information covering products or services which the Affiliates believe may be of interest to you, to effectively administer or manage your account, enhance customer services, or to communicate with you for any purpose. The words collect and process are hereby understood to include any operation or any set of operations performed upon personal information and/or sensitive personal information including, but not limited to, the collection, recording, organization, storage, updating or modification, retrieval, consultation, use, consolidation, blocking, erasure or destruction of data.
- For Corporate Authorized Clients. You freely and voluntarily give your consent, and hereby agree and authorize CIBI and/or its Affiliates to collect and process matter or information pertaining to the corporations and/or individuals which or who you may be interested in and/or would like to investigate, including sensitive personal information and privileged information herein provided, collected or held or otherwise obtained separately by CIBI and/or its Affiliates, and to disclose the above information between and among the Affiliates for any legitimate business purpose/s as such Affiliates may deem appropriate, including but not limited to outsourced processing, marketing and research activities, providing advice or information covering products or services which the Affiliates believe may be of interest to you, to effectively administer or manage your account, enhance customer services, or to communicate with you for any purpose.
- You hereby agree to hold CIBI and its Affiliates free and harmless from and against any and all suits or claims, actions, or proceedings, damages, costs, and expenses, including attorney’s fees, which may be filed, charged, or adjudged against them or, in connection with or arising from the collection and disclosure of such information.
Billing and Renewal
Billing and renewal shall be governed by the terms and conditions set forth in the relevant contracts and agreements. You agree to provide CIBI and/or its Affiliates with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact. You agree to update this information within the period agreed upon, and in the absence of agreement, in no case more than ten (10) days from date the change occurred. If the contact information you have provided is false or fraudulent, CIBI reserves the right to terminate your access to the Website, without prejudice to any other legal remedies available to CIBI.
Non-Payment and Suspension
In addition to any other rights granted to CIBI, CIBI reserves the right to suspend or terminate the relevant contracts and agreements, as well as these T&Cs and your access to Website if your account becomes delinquent (falls into arrears).
Delinquent invoices (accounts in arrears) are subject to interest as provided for in your relevant contracts and agreements and in the case where there is no such agreement, at the rate of two percent (2%) per month on any outstanding balance, plus all expenses of collection. CIBI reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to Website. You agree and acknowledge that CIBI shall have no obligation to retain Client/Authorized Clients’ Data and/or the Account Information and that the same may be irretrievably deleted if your account is delinquent.
Termination upon Expiration/Reduction in Number of Licenses
These T&Cs shall commence once you click the “accept” button of these T&Cs. Any and all provisions contained in your relevant contracts and/or agreements with CIBI but which are not contained herein (for example, the Term, Termination and Renewal of Agreements) shall be governed by such contracts and agreements. In the case of free trials, notifications as to the number of days remaining thereon shall constitute an effective notice of termination. You agree and acknowledge that CIBI has no obligation to retain the Client/Authorized Clients’ Data and/or the Account Information, and may delete such Client/Authorized Clients’ Data and/or Account Information upon termination.
Termination for Cause
Any breach of your payment obligations and/or your unauthorized use of the Website shall be deemed by CIBI as a material breach. In this regard, CIBI, in its sole discretion, may terminate your password, account or use of Website in view of any breach and/or your failure to comply with these T&Cs or the relevant contracts and agreements. In addition, CIBI may terminate a free account at any time in its sole discretion. You agree and acknowledge that CIBI has no obligation to retain the Client/Authorized Clients’ Data and/or the Account Information, and may delete such Client/Authorized Clients’ Data and/or Account Information, if you have materially breached these T&Cs and the relevant contracts and agreements, including but not limited to your failure to pay your outstanding fees and such breach has not been cured within the period agreed upon.
Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this T&Cs. CIBI represents and warrants that it will provide the Services in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Website will perform substantially in accordance with the normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to Website.
You shall indemnify and hold CIBI and its Affiliates and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (a) a claim alleging that the use of the Client/Authorized Clients’ Data (and/or the Account Information, as applicable) infringes the rights of, or has caused harm to, a third party; (b) a claim, which if true, would constitute a violation by you of your representations and warranties; or (c) a claim arising from the breach by you or your Users of these T&Cs and the relevant contracts and agreements, provided in any such case that CIBI (i) gives written notice of the claim promptly to you; (ii) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CIBI of all liabilities and such settlement does not affect CIBI’s business or Service; (iii) provides you all available information and assistance; and (iv) has not compromised or settled such claim.
Disclaimer of Warranties
CIBI makes no representation, warranty or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the Services, the Website or the Contents thereof. CIBI likewise makes no representation or warranty on the following: a) that the use of the Service will be secured, timely, uninterrupted or error-free or shall operate in combination with any other hardware, software, Website or date; b) the Website and the Services will meet your requirements or expectations; c) the Contents will be accurate or reliable; d) the quality of any products, services, information or other material purchased or obtained by you through the Services and the Website will meet your requirements or expectations; e) errors or defects will be corrected; or f) the Services or the server(s) that make the services and the Website available are free of viruses or other harmful components. The Services, the Website and all Contents are provided to you strictly on an “as is” basis. All conditions, representations and warranties, whether express or implied (such as but not limited to any implied warranties as to merchantability, fitness for any particular purpose, or non-infringement of third party rights, are hereby disclaimed by CIBI to the maximum extent permitted by law.
CIBI’s Services may be subject to limitations, delays and other problems inherent in the use of the internet and electronic communications. CIBI is not responsible for any delays, delivery failures or other damages resulting from such problems.
Limitation of Liability
In no event shall CIBI’s aggregate liability (if any) exceed the amounts actually paid by and/or due from you in the twelve (12)-month period immediately preceding the event giving rise to such claim. In no event shall CIBI be liable to anyone for any indirect, punitive, special, exemplary or other damages of any type (due to loss of data, revenue, profit, use of other economic advantage) arising out of or in connection with the Services, the Website and the Contents including the use or inability to use the Website or for any Content obtained from or through the Website , any interruption, inaccuracy, error or omission, regardless of any cause, even if CIBI has been previously advised of the possibility of such damages.
Local Laws and Export Control
CIBI makes no representation that the Website, the Services and the Contents are appropriate or available for use in other locations. If you use Website outside the Republic of the Philippines, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Contents contrary to Philippine law is prohibited.
CIBI may give notice by any of the following means (a) general notice in the Website; (b) electronic mail to your e-mail address as recorded in the Account Information; or (c) by written communication sent by first class mail or pre-paid post to your address on record in CIBI. Unless otherwise agreed, such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent by registered mail) or twelve (12) hours after sending (if sent by email). You may give notice to CIBI at any time by any of the following means: (a) a letter sent by confirmed facsimile to CIBI, thru CIBI, at the following fax number: (632)890-0036 / 843-5375; or b) a letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to CIBI at the following address: 30th Floor BDO Equitable Tower, 8751 Paseo de Roxas, Makati City, Philippines.
Modification to Terms
CIBI reserves the right to modify the T&Cs or their policies relating to Website, the Services and the Contents at any time, effective upon posting of an updated version of these T&Cs. You are responsible for regularly reviewing these T&Cs. Continued use of Website after any such changes shall constitute your consent to such changes.
Assignment; Change in Control
Nothing herein may be assigned by you without the prior written approval of CIBI but may be assigned without your consent by CIBI to: (a) a parent or subsidiary, (b) an acquirer of assets, or (c) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of CIBI directly or indirectly owning or controlling fifty percent (50%) or more of you shall entitle CIBI to terminate these T&Cs and relevant contracts and agreements for cause immediately upon written notice.
These T&Cs shall be governed by the laws of the Republic of the Philippines, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with these T&Cs, the relevant contracts and agreements or the Services shall be subject to the exclusive jurisdiction of the proper courts of Makati City, to the exclusion of other courts.
If any provision of these T&Cs is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.
No joint venture, partnership, employment, or agency relationship exists between you and CIBI as a result of these T&Cs or use of Website.
The failure of CIBI and/or any of its Affiliates to enforce any right or provision in these T&Cs shall not constitute a waiver of such right or provision unless acknowledged and agreed to by CIBI and in writing. These T&Cs and the relevant contracts and agreements comprise the entire agreement between you and CIBI and supersede all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.