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TERMS AND CONDITIONS OF USE | LISTA

Lista operates a web/mobile application, “Lista” (the “App”) available on Google Play  Store, iOS and other similar platforms and also operates a website https://lista.com.ph (the “Website”) . The App and the Website shall be together referred to as the  “Platform”. These terms and conditions (“Terms”) govern the use of or access to the  Platform and the Services (as defined below). 

These Terms constitute a binding and enforceable legal contract between Lista and a  User (as defined below) or any end user of the Services (collectively, “you”). You  represent and warrant that you (a) have full legal capacity and authority to agree and  bind yourself to these Terms, (b) are 18 (eighteen) years of age or older, and (c) are a  Filipino resident. If you represent an entity, organization, or any other legal person, you  confirm and represent that you have the necessary power and authority to bind such  entity, organization, or legal person to these Terms. 

These Terms also include our privacy policy, available at (“Privacy Policy”) and any  internal guidelines, supplementary terms, policies, or disclaimers made available or  issued by us from time to time. By continuing to access or use the Platform, or any  

Service on the Platform, you signify your acceptance of the Terms. Further, you  understand that the Platform is intended for the use of Filipino residents only and by  your continuing access and/use of the Platform shall be construed as a deemed  declaration that you are a Filipino resident.    

Lista reserves the right to make changes to these Terms by posting the new/updated  version and your continued use and/or non-deletion of the Platform shall indicate your  agreement to such changes. Accordingly, we encourage you to kindly continue to review  the Terms whenever accessing or using the Platform so as to be abreast with the  changes that we may be carrying out to these Terms. 

By using the Services, you agree that you have read, understood, and are bound by  these Terms, and that you comply with the requirements listed herein. If you do not  agree to all of these Terms or comply with the requirements herein, please do not  access the Platform or use the Services.

• SERVICES 

The Platform (i) provides an online digital ledger book / record book wherein the users  (“Users”), can record their ledger entries with their respective customers and (ii) also  allows Users to generate a payment link which can be sent to their respective  customers, and the customers could use the payment link and make the payment of the  amount to the Users in settlement of their obligations towards the Users (collectively,  “Services”). For the purposes of this clause, Services would include any other future  services Lista provides/proposes to provide. 

• ON-BOARDING

 

1. To avail the Services, a User would be required to create a profile/sign-up on the  Platform (“Profile”) using his/her email ID and phone number among other  details. In addition to setting up username and password to create the Profile, the  User will be required to furnish certain details, including but not limited to phone  numbers and details of its customers and businesses. The User warrants that all  information furnished in connection with its Profile is and shall remain accurate  and true in all respects. The User further agrees and undertakes to promptly  update its details on the Platform in the event of any change or modification of  such details. 

2. The User is solely responsible for maintaining the security and confidentiality of  its username and password and agrees to immediately notify Lista in writing  at contact@lista.com.ph of any disclosure or unauthorized use of its Profile or  any other breach of security with respect to its Profile. 

3. The User expressly agrees to be liable and accountable for all activities that take  place through its Profile in furtherance of the use of Service or otherwise. Lista  expressly excludes any liability for any unauthorized access to a User’s Profile.

  

4. The User agrees to receive communications from Lista regarding: (i) information  relating to transactions recorded on the Platform; (ii) requests for payment; (iii) information about Lista and the Services; (iv) promotional offers and services  from Lista and its third party partners, and (v) any other matter in relation to the  Services. 

• KNOW YOUR CUSTOMER POLICY 

1. Lista may require Users to upload certain information and documents that may  be necessary to ascertain their eligibility to use certain features of the Services  including but not limited to their identification documents (“KYC Documents”). 

 

2. The User hereby authorizes Lista and any third-party service provider it may  engage with or interact with in connection with using the Platform to process KYC  Documents and ascertain the User’s eligibility. Any processing undertaken by  Lista shall be in accordance with its Privacy Policy and these Terms. It is hereby  clarified that as far as the permission of the KYC Documents by a third-party  service provider is concerned, the same shall be governed by the privacy policy  of such third party service provider. 

 

3. The User agrees that it may be required to submit additional documents as and  when required by Lista or any of its third party service providers and if, in such an  event, any additional information, data, or documentation is required (collectively,  “Top-Up Documents”), the User hereby agrees to share such Top-Up  Documents promptly upon request, and further, authorizes Lista to process such  Top-Up Documents. 

4. The User agrees and warrants to provide valid, true, complete, and up-to-date  KYC Documents and Top-Up Documents. The User further acknowledges that  any incorrect or misleading information provided shall constitute a material  breach of these Terms, and the User’s access to certain features of the Services  may be limited or denied in such event. 

 

5. The list of the KYC Documents and Top-Up Documents may be provided to the  User at the time of creating the Profile/signing-up or at a later stage. 

• TRANSACTION INFORMATION

1. The Users may upload information relating to transactions with their customers or  relating to their businesses, including the sale of goods or services, costs,  amounts paid and payable, and details of goods and services, on the Platform  (such information is referred to as “Transaction Information”). Transaction  Information may be exchanged between the Users and their customers through  telephonic calls, text message, WhatsApp, email, or other electronic mediums  that would depend on the contact details of Users and their customers provided  on the Platform. 

 

2. At the time of creating or uploading the first Transaction Information with respect  to their customers, the User shall inform such customers of its use of the  Platform to record such Transaction Information and Transaction Information  related to future transactions and seek such customer’s express consent in this  regard and to: 

 

1. The creation of a profile of the customer on the Platform, which will require  sharing such customer’s phone number and contact details with Lista; 2. receive communications from Lista regarding: (A) information relating to their  transactions recorded on the Platform; (B) requests for payment; (C) information  about Lista and the Services; (D) promotional offers and services from Lista and  its third party partners, and (E) any other matter in relation to the Services. 1. If such customers fail to provide consent, or withdraw consent, the User shall  immediately cease to use the Services in relation to such customers. 2. The User shall be solely responsible for obtaining such consent from its  customers and Lista shall assume that such consent as required under clause  4(b) above is sought and received by the User if the User provides details of  such Transaction Information relating to any of such customers at any time  during the use of the Platform. 

• THIRD PARTY SERVICES 

1. The Services may include services, content, documents, and information owned  by, licensed to, or otherwise made available by a third party (“Third Party  Services”) or contain links to Third Party Services. Users understand that Third  Party Services are the responsibility of the third party that created or provided it  and acknowledge that use of such Third-Party Services is solely at their own risk.

2. Lista makes no representations and hereby expressly excludes all warranties  and liabilities arising out of or pertaining to such Third-Party Services, including  their accuracy or completeness. Further, all intellectual property rights in and to  Third Party Services are the property of the respective third parties. 

3. Lista may enable payments in the future via payment service providers (“PSP”)  partners and the User should take care not to share his personal pin or OTP with  any third party intentionally or unintentionally. Lista never solicits information  such as UPI pin or OTP over a call or otherwise. Lista shall not be liable for any  fraud due to the sharing of such details by the User. The providers providing  Third Party Services / PSP partners shall not be liable for any fraud due to  sharing of such details by the User. If any of such fraudulent transactions occur  and where the User shares his debit/credit card or UPI information, Lista may  share relevant information of such transaction if the victim approaches Lista via  proper channels including customer support number and contact@lista.com.ph 

• USER RESPONSIBILITIES 

1. The User hereby represents and warrants that all information that is provided by  the User through or in relation to the Services is valid, complete, true, and correct  on the date of agreeing to these Terms and shall continue to be valid, complete,  true, and correct throughout the duration of the User’s use of the Platform. Lista  does not accept any responsibility or liability for any loss or damage the User  may suffer or incur if any information, documentation, material, or data provided  to avail the Services is incorrect, incomplete, inaccurate, or misleading, or if the  User fails to disclose any material fact. 

 

2. The User shall be solely responsible for ensuring compliance with applicable  laws and shall be solely liable for any liability that may arise due to a breach of its  obligations in this regard. 

3. The User shall extend all cooperation to Lista in its defending of any proceedings  that may be initiated against it due to a breach of the User’s obligations or  covenants under these Terms. 

4. While Lista uses commercially reasonable efforts to provide Users with a daily  backup of their Transaction Information, Users should regularly and  independently save, backup, and archive such Transaction Information.

5. The User shall not use the Services in any manner except as expressly permitted  in these Terms. Without limiting the generality of the preceding sentence, the  User may not: 

1. Infringe either directly or indirectly any third-party proprietary rights,  including but not limited to copyrights, patents, trademarks, or trade  secrets, of any party; 

2. except as may be provided hereunder, use in any manner including  copying, displaying, distributing, modifying, publishing, reproducing,  storing, transmitting, posting, translating, creating any derivative works from, or license the Services; 

 

3. use the Services to transmit any data or send or upload any  material that contains viruses, trojan horses or any other harmful  programmes or similar computer code designed to adversely affect  the operation of any computer software or hardware; 

 

4. use any robot, spider, other automated device, or manual process  to monitor or copy the Platform or Services or any portion thereof; 5. use the Services in furtherance of / to engage in any activity which  may be grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous, invasive of another's  privacy, hateful, or racially, ethnically objectionable, disparaging,  relating or encouraging money laundering or gambling, or otherwise  unlawful in any manner whatever; or unlawfully threatening or  unlawfully harassing including but not limited to "indecent  representation of women" within the meaning of the Indecent Representation of Women (Prohibition) Act, 1986; 

 

6. engage in the systematic retrieval of content from the Platform or  Services to create or compile, directly or indirectly, a collection, compilation, database or directory; or 

 

7. violate applicable laws in any manner. 

1. Users who are expected to conduct proper research to ensure that the goods  and services they send payment links for are in compliance with all applicable  laws and we encourage users to cross-check before generating payment link for  prohibited content may result in the suspension or removal of user’s account. 

2. The User shall not use the Services for / in furtherance of any sale or supply of  prohibited products or services including but not limited to: 

1. sale of regulated goods;

2. sale of counterfeit, replicas and pirated goods and goods infringing  any intellectual property rights including pirated recordings or copies of unauthorized copyrighted materials whether in electronic  or physical form or any other medium which may not be in existence at present; 

3. sale of tobacco and cigarettes which includes cigarettes, cigars,  chewing tobacco, and related products; 

4. sale of liquor or any narcotic drugs and psychotropic substances; 5. sale / supply of any good or service which may not be in public  interest; 

6. gambling or other prohibited activities; and 

7. sale / supply of good or service which results in non-compliance of  any applicable law. 

• INTELLECTUAL PROPERTY 

1. All rights, title, and interest in and to the Platform and Services, including all  intellectual property rights arising out of the Platform and Services, are owned by  or otherwise lawfully licensed by Lista. Subject to compliance with these Terms,  Lista grants the User a non-exclusive, non-transferable, non-sub licensable,  royalty-free, revocable, and limited licence to use the Platform and Services in  accordance with these Terms and its written instructions issued from time to time. 

2. The User should assume that everything the User sees or reads on the Platform  is protected under the Philippines Law, and other intellectual property laws of  Philippines and may not be used except with the prior written permission of Lista. 

 

3. Lista may freely use, copy, disclose, publish, display, distribute without any  payment of royalty, acknowledgement, prior consent, or any other form of  restriction arising out of the User’s intellectual property rights. 

 

4. Except as stated in these Terms, nothing in these Terms should be construed as  conferring any right in or license to Lista’s or any third party’s intellectual rights. 5. The contents of this Platform, including but not limited to the text and images  herein and their arrangements, unless otherwise noted, are copyright-protected  in the whole and every part of this Platform and the same belongs to Lista and may not be used, sold, licensed, copied or reproduced in whole or in part in any  manner or form or in or on any media to any person without the prior written  consent of Lista. 

 

• TERM AND TERMINATION 

1. These Terms shall remain in effect unless terminated in accordance with the  terms hereunder. 

2. Lista may terminate a User’s access to or use of the Services, or any portion  thereof, immediately and at any point, at its sole discretion, if the User violates or  breaches any of its obligations, responsibilities, or covenants under these Terms. 

 

3. Upon termination these Terms shall terminate, except for those clauses that  expressly or are intended to survive termination or expiry. 

 

4. Notwithstanding anything to the contrary contained in the Terms, upon  termination of a User’s access to or use of the Services, all amounts or  outstanding monies due by you in relation to your use of or access to the  Services shall become immediately payable. 

DISCLAIMERS AND WARRANTIES 

1. The use of the Services is at your sole risk. 

 

2. You acknowledge and agree that Lista is not engaged in the provision, grant, or  disbursement of any financial product. Lista is not and will not be responsible for  any claim or for any damages suffered, whether by the Users, the customers of  the Users or any other person or party, that are related, directly or indirectly, to or  arise out of the same including any payments made by the User or by the  customers of the User using the payment link generated using the Platform. The  User further agrees and undertakes to retain proof of sale documentation (in  electronic or physical form) in connection with each payment link it generates or  sends to customers. 

 

3. To the extent permitted by applicable law, the Services are provided on an “as is”  and “as available” basis. Lista does not warrant that operation of the Services will 

be uninterrupted or error free or that the functions contained in the Services will  meet your requirements. 

 

4. To the fullest extent permissible under applicable law, Lista expressly disclaims  all warranties of any kind, express or implied, arising out of the Services,  including warranties of merchantability, fitness for a particular purpose,  satisfactory quality, accuracy, title and non-infringement, compatibility,  applicability, usability, appropriateness, and any warranty that may arise out of  course of performance, course of dealing, or usage of trade. 

 

5. You hereby accept full responsibility for any consequences that may arise from  your use of the Services, and expressly agree and acknowledge that Lista shall  have absolutely no liability with respect to the same. 

 

6. To the fullest extent permissible by law, Lista, its affiliates, and its related parties  each disclaim all liability to you for any loss or damage arising out of or due to:

 

1. your use of, inability to use, or availability or unavailability of the  Services, including any Third Party Services; 

2. the occurrence or existence of any defect, interruption, or delays in  the operation or transmission of information to, from, or through the  Services, communications failure, theft, destruction or unauthorized  access to Lista’s records, programmes, services, server, or other  infrastructure relating to the Services; or 

3. the failure of the Services to remain operational for any period of  time. 

1. Notwithstanding anything to the contrary contained herein, neither Lista nor any  of its affiliates or related parties shall have any liability to you or any third party  for any indirect, incidental, special or consequential damages or any loss of  revenue or profits arising under, directly or indirectly, or relating, in any manner  whatsoever, to these Terms or the Services. To the maximum extent permitted by  law, you agree to waive, release, discharge, and hold harmless Lista, its affiliated  and subsidiary companies, its parent companies, and each of their directors,  officers, employees, and agents, from any and all claims, losses, damages,  liabilities, expenses and causes of action arising out of the Services. 

 

2. Lista currently is not a payment aggregator or payment gateway-it is enabling  payments for its users via third-party payments service providers. Any charges  levied by Lista for usage are service charges. In case you need an invoice for the  charges levied please email to contact@Lista.com.ph

• INDEMNITY 

You shall indemnify, defend at Lista’s option, and hold Lista, its parent companies,  subsidiaries, affiliates, and their officers, associates successors, assigns, licensors,  employees, directors, agents, and representatives, harmless from and against any  claim, demand, lawsuits, judicial proceeding, losses, liabilities, damages and costs  (including, without limitation, from all damages, liabilities, settlements, costs and  attorneys’ fees) due to or arising out of your access to the Services, use of the Services,  violation of these Terms or any infringement by any third party who may use your  account with Lista, of these Terms. 

 

• CONSENT TO USE DATA 

1. You agree that Lista and any third-party service providers it engages, may, in  accordance with its Privacy Policy, collect and use your information and technical  data and related information. 

 

2. Lista may use information and data pertaining to your use of the Services for  analytics, trends’ identification, and purposes of statistics to further enhance the  effectiveness and efficiency of the Platform. 

 

3. Subject to applicable laws, Lista may be directed by law enforcement agencies or  the government and related bodies to disclose data in relation to Users in  connection with criminal proceedings. You understand and agree that in such  instances, Lista shall have the right to share such data with relevant agencies or  bodies. 

 

• MAINTENANCE OF RECORDS 

 

You shall maintain the records of all payment transactions on the Platform  independently of the Platform (by way physical copies et cetera) and Lista reserves the  right to seek copies of such records for their own use including record keeping.

 

• FEES/CHARGES 

Lista reserves the right to charge convenience fee for the Services and non-payment  may result in denial of Services. 

 

• MODIFICATION 

Lista reserves the right at any time to add, modify or discontinue, temporarily or  permanently, the Services (or any part thereof) with or without cause. Lista shall not be  liable for any such addition, modification, suspension or discontinuation of the Services. 

 

• JURISDICTION, GOVERNING LAWS, AND DISPUTE RESOLUTION 

These Terms shall be governed by and construed and enforced in accordance with the  laws of Philippines. Subject to other provisions in this Clause, courts in Philippines shall  have exclusive jurisdiction over all issues arising out of these Terms or the use of the  Services. 

Any controversies, conflicts, disputes, or differences arising out of these Terms shall be  resolved by arbitration in Philippines for the time being in force. The tribunal shall  consist of 1 (one) arbitrator appointed by Lista. The language of the arbitration shall be  English. 

The parties to the arbitration shall keep the arbitration confidential and not disclose to  any person, other than on a need to basis or to legal advisors, unless required to do so  by law. The decision of the arbitrator shall be final and binding on all the Parties hereto. 

Each party to the arbitration shall bear its own costs with respect to any dispute.

• MISCELLANEOUS PROVISIONS 

1. Modification – Lista reserves the right at any time to modify these Terms  and to add new or additional terms or conditions on use of the Services.  Such modifications and additional terms and conditions will be  communicated to you and, unless expressly rejected (in which these  Terms shall terminate), will be effective immediately and will be  

incorporated into these Terms. In the event you refuse to accept such  changes, these Terms will terminate. 

 

2. Severability - If any provision of these Terms is determined by any court or  other competent authority to be unlawful or unenforceable, the other  provisions of these Terms will continue in effect. If any unlawful or  unenforceable provision would be lawful or enforceable if part of it were  deleted, that part will be deemed to be deleted, and the rest of the  provision will continue in effect (unless that would contradict the clear  intention of the clause, in which case the entirety of the relevant provision  will be deemed to be deleted). 

3. Assignment - You shall not license, sell, transfer or assign your rights,  obligations, or covenants under these Terms in any manner without Lista’s  prior written consent. Lista may grant or withhold this consent in its sole  discretion and subject to any conditions it deems appropriate. Lista may  assign its rights to any of its affiliates, subsidiaries, or parent companies,  or to any successor in interest of any business associated with the  Services without any prior notice to you. 

 

4. Notices - All notices, requests, demands, and determinations for Lista  under these Terms (other than routine operational communications) shall  be sent to contact@lista.com.ph 

 

5. Third Party Rights - No third party shall have any rights to enforce any  terms contained herein. 

 

6. Translations –Lista may provide you with translated versions of these  Terms solely to assist you with understanding these Terms in greater  detail. The English version of these Terms shall be controlling in all  respects. In the event of any inconsistency between the English version of these Terms and any translated version, the terms of the English version  shall prevail.

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