Lista Bookkeeping App, Inc. ("the Company," “Lista,” "we," "us," or "our") provides registrants ("you," "your", "yours," or "user") with certain programs and services as set forth below (the “Programs” and/or “Services”). Lista operates a web/mobile application (the “Lista App”) available for download at the Google Play Store, the Apple App Store, and other similar platforms, and accessible at https://lista.com.ph. 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 and Conditions, including the Data Sharing Agreement, shall likewise serve as your User Agreement with the Company, and by downloading, using, and accessing the Lista App and/or availing of the Services found therein, you acknowledge that you have read, understood, accepted, and agree to be bound by these terms.

PLEASE READ THESE TERMS CAREFULLY AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND LISTA.

MODIFICATION OF TERMS​

Lista reserves the right at any time to amend, change, add, or modify these Terms by posting the new/updated version, without prior notice to the users of the Lista App, and to add new or additional terms or conditions on use of the Services. You shall be promptly notified via e-mail of any changes. You will also be required to indicate your consent to the updated Terms before you will allowed continued access to the Lista App and its Services. You are strongly recommended to regularly review and read these Terms, as well as any updated Terms before you indicate your consent. As such, if you do not agree with the Terms or updated Terms, please close the Lista App and do not use and avail of the Services.

Your continued access or use of the Lista App after such posting such amendments, modifications, and/or updates confirms your acceptance and consent to be bound by the Terms, as amended.
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.

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REPRESENTATION AND WARRANTIES​

These Terms including the Data Sharing Agreement 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, and

b) are 18 (eighteen) years of age or older.​

If you represent an entity, organization, or any other legal person, you confirm, represent and warrant that you have the necessary power and authority to bind such entity, organization, or legal person to these Terms.

You likewise agree that the provisions, disclosures, and disclaimers set forth herein are fair and reasonable and that your agreement to follow and be bound by these Terms is voluntary and is not a result of fraud, duress, or undue influence exercised upon you by any person or entity.

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I. DEFINITION OF TERMS​

1. Customers shall refer to the customers of the User.

2. Lista refers to Lista Bookkeeping App, Inc., a corporation duly organized and existing under the laws of the Republic of the Philippines.

3. Lista App is a mobile application specifically designed to assist individuals in effectively managing and meticulously monitoring their financial matters.

4. Offering refers to the provision and delivery of services by Lista to its Users, encompassing all activities available in the Lista App.

5. Product Listing Page refers to the page(s) of each partner in the Lista App and where their information and financial products are listed.

6. Services refer to the services made available to the Users in the Lista App.

7. User refers to a person who has successfully created and registered an Account in the Lista App.

8. User Account shall refer to a designated account given to each User, upon successful registration in the Lista App. 

II. PRIVACY​

Lista collects data in connection with the offering and providing the Services. These Terms also include our Privacy Statement, available on our website at https://www.lista.com.ph/privacy-policy (“Privacy Statement”), 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, and by clicking on the tick box, you signify your acceptance of the Terms.

In offering and providing the Services, this refers to the process by which Lista shall gather and obtain information that is directly related to the provision and delivery of its services. This data collection encompasses the acquisition, storage, and processing of various types of information, such as personal details, usage patterns, preferences, and any other relevant data that is necessary for Lista to effectively offer and fulfill its services to users.

We reserve the right to update our Privacy Statement from time to time at our sole discretion and without prior notice.

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III. DATA SHARING AGREEMENT 

The Data Sharing Agreement can be accessed at https://www.lista.com.ph/data-sharing-agreement or obtained by contacting our Data Privacy Officer.

By signifying your acceptance of the Terms through the tick box, or by your continued use of our services, you consent to the sharing of your data as described in the Data Sharing Agreement and in compliance with the data privacy laws of the Philippines.

IV. SERVICES​

Pursuant to the Data Sharing Agreement, the User, upon securing the consent of its Customers or upon securing other lawful basis for the processing of personal information, will share, provide, or disclose to Lista personal and sensitive personal information, in its possession and control, of its Customers for the purpose of processing an online digital ledger book/record book and payment links/reminders.

The Platform, currently for free, (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 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.​

1. Registration

   1. ​Registering for Services
      Only registrants are permitted to obtain Services. You may register on our Site, which has no charge. As part of the registration and account creation process, you will select a password and provide us with certain registration information. You are solely responsible for maintaining the confidentiality of your password(s) and for all usage or activity on your account, including the use of your account by any person using your password(s). You agree to comply with all applicable laws and regulations, and not take any action or direct any other person to take any action that is fraudulent or deceptive, infringes on the rights of others or Lista, or that you know is false or misleading.​
       

   2. Term
      ​Your access to Services shall begin on the day you register on the Lista App, and last until you notify Lista in writing at customersupport@lista.com.ph that you wish to cancel your access, or your access is otherwise restricted or terminated by Lista in accordance with these Terms or as indicated above.​
       

   3. Access to Services​
      Once you register with Lista, you may obtain access to the Services immediately. The available Services may be altered at any time without notice by Lista or, if applicable, the third party providing the Service.
      
      Some Services offered by third parties are subject to additional terms and conditions provided by those third parties. Lista is not liable for any Services provided by third parties, including a failure to provide those Services.

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V. ON-BOARDING, REGISTRATION, USER ACCOUNT, and USER DATA​

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 contact 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 contact numbers and details of its customers.

2. The User warrants that all information furnished in connection with its Profile are obtained with the consent of its customers, and shall remain accurate and true in all respects.

3. 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.

4. 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 customersupport@lista.com.ph, of any disclosure or unauthorized use of its Profile or any other breach of security with respect to its Profile.

5. 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.

6. Lista expressly excludes any liability for any unauthorized access to a User’s Profile.

7. 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.

8. Lista explicitly disclaims liability for any and all losses and damages arising from your failure to comply with this section.

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VI. KNOW YOUR CUSTOMER POLICY​

1. Lista is committed to complying with applicable laws and regulations, including those related to anti-money laundering (“AML”) and counter-terrorism financing (“CTF”). To ensure compliance and mitigate risks, the Company may require the Users to undergo a Know Your Customer (“KYC”) process.

2. The KYC process serves the purpose of establishing the identity and integrity of the Users, preventing the misuse of the Company's services for illicit activities, and meeting legal and regulatory obligations.

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

   • (a) Full name;

   • (b)  Date of birth;

   • (c)  Residential address;

   • (d)  Contact details (phone number, email address, etc.);

   • (e) Government-issued identification document (e.g., passport, driver's license, etc.);

   • (f)  Biometric Data; and

   • (g)  Any additional information or documentation deemed necessary by the Company.

4. The User may be requested to provide additional documentation or undergo further verification procedures at Lista’s discretion and/or when required by 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.

5. Lista reserves the right to verify the authenticity and validity of the information and documents provided by the Users through reliable and independent sources. The User hereby authorizes Lista and any third-party service provider the User 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 Statement and these Terms. It is hereby clarified that the third-party service provider shall be treated as a Personal Information Processor (PIP) of the Company, and as such, they shall be bound by the Company's instructions and contractual requirements as set forth in this statement. The permission granted to the third-party service provider for accessing and processing KYC Documents shall be subject to and governed by the privacy statement of such third-party service provider, ensuring compliance with the applicable data protection laws and regulations.

6. The personal information and documents provided by the User during the KYC process will be used solely for the purpose of complying with legal and regulatory requirements, including but not limited to AML and CTF obligations. Lista shall not disclose or share this information with any unauthorized third party, except as required by law or with the explicit consent of the User. The User’s information will be treated with utmost confidentiality and privacy. Lista is committed to protecting the personal data of Users in accordance with applicable data protection laws and regulations.

7. The User agrees and warrants to provide accurate, valid, true, complete, and up-to-date KYC Documents and Top-Up Documents. Any false, misleading, or fraudulent information provided by the User may result in immediate termination of their account and legal consequences.

8. The User shall promptly notify Lista of any changes to their personal information provided during the KYC process. Failure to do so may result in the suspension or termination of their account.

9. 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.

10. Lista may terminate the account of any User who fails to comply with the KYC requirements or violates any terms and conditions set forth by Lista.​​

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VII. ACCESS TO CREDIT SCORE AND REPORTS​

1. Users will be able to check their credit scores and reports immediately within the Lista App, pursuant to Lista’s partnership with local credit bureaus. By using the App to view your credit score and report, you understand that the credit bureaus' terms and conditions apply and you agree to abide by them.

2. By utilizing the credit score and report access function, you expressly allow the App to collect your credit score and report on your behalf from the cooperating credit bureaus. You acknowledge and agree that the App will have access to your personal and financial information in order to display your credit score and report inside the App.

3. While we endeavor to offer accurate and up-to-date credit scores and reports, we cannot guarantee the information's correctness, completeness, or timeliness. Credit scores and reports are supplied "as is" with no guarantees or claims. The availability of credit scores and reports may vary depending on the systems and procedures of the credit agencies, and we will not be held liable for any interruptions, delays, or errors in obtaining or retrieving this information.

4. Your personal and financial information will be treated in line with our Privacy Statement when you view your credit score and report. Please keep in mind that credit bureaus may have their own privacy rules and data protection methods, which we urge you study before using this function. We will not be held accountable for the credit bureaus' illegal access, disclosure, or abuse of your information.

5. We will not be liable for any direct, indirect, incidental, consequential, or punitive damages arising out of or in connection with the use of the credit score and report access function, to the fullest extent permitted by law. This includes, but is not limited to, any losses caused by mistakes in credit scores or reports, unauthorized access to your information, or inaccessibility or interruption of the feature.

6. We reserve the right, at any time and without notice, to amend, suspend, or discontinue the credit score and report access service. We have the right to change these terms and conditions at any time. Continued use of the feature following such changes constitutes acceptance of the updated terms and conditions.

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VIII. TRANSACTION INFORMATION​

1. The Users have the option to upload transaction-related information pertaining to their Customers or businesses onto the Platform. This information includes, but is not limited details regarding the sale of goods or services, costs, amounts paid and payable, and specific information about the goods and/or services exchanged (“Transaction Information”). The exchange of Transaction Information between Users and their Customers may occur through various electronic mediums such as calls, text messages, instant messaging applications like on WhatsApp, email, or other electronic means that are contingent upon 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 warrants that it shall inform such customers of its use of the Platform to record such Transaction Information to future transactions. In addition to the consent obtained upon accessing the Platform, the User, by clicking the tick box, warrants that it has actually obtained its customer’s consent to:​​

   • (a) The creation of a Customer profile on the Platform, which requires the sharing of the Customer’s personal information and sensitive personal information, including, but not limited to, phone number and contact details with Lista;

   • (b) Receiving communications from Lista including but not limited to: (i) information related to the transactions recorded on the Platform; (ii) payment requests; (iii) information about Lista and the Services; (iv) promotional offers and services from Lista and its third-party partners, and (v) any other relevant matters related to the Services;

   • (c) The use of the App’s Optical Character Recognition Reader(“OCR”) functionality to extract data from the Users’ receipts. The extracted data may include, but is not limited to expense items, expense amounts, transaction dates, and types of expense;

   • (d) The use of the App’s SMS Parsing functionality, which scans the Users’ text messages (“SMS”) to automatically track Money In Money Out transactions. The data collected may include but is not limited to, expense amounts, expense categories, transaction dates, merchant names, and bank names. The SMS Parsing functionality does not read or scan personal SMS messages. Lista assures its Users that there is no personal SMS read and scanned by the SMS Parsing functionality.​

   • (e) The company assures its Users that appropriate measures will be taken to safeguard the confidentiality, integrity, and security of the Customer's personal information and sensitive personal information in accordance with applicable data privacy laws and regulations in the Philippines.
      

3. In the event that any Customers fail to provide consent or with draw their previously given consent, the User shall promptly discontinue the use of the Services with respect to those specific Customers. The User acknowledges that without the necessary consent, the use of the Services in relation to such Customers is prohibited.

4. The User bears the sole responsibility for obtaining valid consent from its Customers. Lista shall assume that the User has obtained the necessary consent from its Customers upon the User’s submission of Transaction Information related to any of its Customers at any time during the use of the Platform. It is understood that the User has fulfilled its obligations regarding consent for the purposes of using the Services.​​​

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​IX. FINANCIAL PARTNERS AND/OR THIRD PARTY SERVICES​

1. The Services provided may encompass a range of services, content, documents, and information that are either owned by, licensed to, or otherwise made available by our financial partners and/or a third party (“Third Party Services”) or they may contain links to Third Party Services. Users explicitly acknowledge and understand that the Third Party Services offered are solely the responsibility of the respective third party that has created or provided them and the utilization of such Third-Party Services is solely at their own risk.

2. Lista explicitly disclaims any representations, warranties, and/or liabilities arising from or in connection with the Third-Party Services, including but not limited to their accuracy or completeness. Moreover, it is expressly stated that all intellectual property rights pertaining to the Third Party Services remain the exclusive property of the respective third-party owners.

3. In the future, Lista may facilitate payments through designated payment service providers (“PSP”) as partners. Users are hereby cautioned and advised to exercise utmost care and refrain from intentionally or unintentionally disclosing their personal identification numbers (“PIN”) or One-Time Passwords (“OTP”) to any third party. Lista categorically declares that it never solicits sensitive information such as OTP through phone calls or any other means. Users explicitly acknowledge that Lista shall bear no responsibility or liability whatsoever for any fraudulent activities that may arise as a result of the User’s disclosure of such confidential details. Similarly, the Third Party Services and PSP partners shall also be absolved of any liability arising from any fraud perpetrated due to the User’s sharing of such sensitive information. In the event that any fraudulent transactions occur and the injured party seeks resolution by contacting Lista through the appropriate channels, including the customer support number via customersupport@lista.com.ph, Lista may, at its discretion, share pertinent transaction information to aid in the resolution process.

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X. REFERRAL PROGRAM​

1. Users can apply for loans or credit cards through the Lista App, pursuant to Lista’s partnership with a third-party partner. By applying for a loan or a credit card, you acknowledge and agree to abide by the terms and conditions set forth by Lista and the third-party partner.

2. The User understands that any loan or credit card application or agreement made through the Lista App is a transaction between the User and the third-party partner. Lista is not the Lender and is not responsible for the terms, conditions, or actions of the lending company. Lista’s role is limited to connecting the User with this-party partners and facilitating the application process.

3. By applying for a loan or a credit card, you grant Lista permission to collect, hold, use, and share your personal data with Lista’s partners. This data will be retained and processed, for purposes including, but not limited to: (a) accepting, processing, and approving or disapproving, your loan or credit card application, (b) determining your eligibility, and (c) granting or disbursing, monitoring, collecting, releasing, implementing, and enforcing these Terms and Conditions.

4. You agree to provide accurate and truthful information and consent to the gathering, processing, storage, verification, and use of personal data in line with the Privacy Statement, and the terms, conditions, and permissions outlined therein.

5. You authorize Lista, to disclose and verify information with, agents and third-party service providers, including entities, like the Credit Information Corporation (CIC) or any similar central monitoring entities as defined in Republic Act No. 9510, for processing information, transactions, services, or accounts, on behalf of Lista;

6. You acknowledge that Lista, directly or through its Affiliates, agents, third-party service providers, and merchant partners, may collect, retrieve, process, and use, your Personal Data such as your name, age, photographs, fingerprints, other biometric data (e.g., facial recognition and voice recognition), mobile number, email address, mobile phone usage data, mobile phone device data, employment details, social media footprint, income, financial data, financial profile, credit standing, loan payment history, and other information required in the loan application process.

7. We shall limit the collection of Personal Data from you to those which are adequate, relevant, suitable, necessary, and not excessive in relation with the applicable know your customer (KYC) policies, rules and regulations, as well as those necessary for determining creditworthiness and preventing fraud. 

8. Throughout the processing of your Personal Data, you shall retain the rights under the Data Privacy Act of 2012, including your: (a) right to be informed, (b) right to object to processing of his/her personal data, (c) right to access, (d) right to rectification of his/her data, (e) right to erasure or blocking, (f) right to complain, and (g) right to damages. Entities to whom we share your Personal Data will also respect the same rights.

9. In the event your loan or credit card application is approved, you agree to the interest rates applicable to your loan or credit card as clearly stipulated in the loan or credit card agreement, and you commit to adhering to the repayment schedule set forth therein.

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XI. CREDIT BUILDER CARD 

1. Users can conveniently apply for a Lista Credit Builder Card (Card) directly within the Lista App, facilitated by Lista’s strategic partnership with financial technology service providers, specializing in lending, credit card issuance and processing.  

2. By applying for and using the Card, you hereby acknowledge and allow Lista to collect, hold, use, and share your Personal data with Lista’s partners for purposes related to credit underwriting, card issuance, processing, loan management, and card printing. This data sharing is essential for the provision of services associated with the Card. 

3. As part of the credit underwriting process, Lista may request for a copy of your payslips, BIR forms, or other relevant financial documents, a proof of address and a credit score and report. The information provided will be used internally by Lista and may also be shared to our lending license partner only for the abovementioned purposes.

4. Lista may collect data from your mobile devices, including but not limited to application names and usage patterns (time and frequency). This data collection is conducted to assess creditworthiness and enhance the accuracy of credit limit determinations. We shall at all times ensure the protection of your data. 

5. We are committed in maintaining the confidentiality and security of the data we collected and shared by you as part of the Card application process. Data collected will only be retained for as long as necessary to fulfill the purposes outlined in these Terms.

6. You shall be accorded your rights provided under the Data Privacy Act of 2012, including your: (a) right to be informed, (b) right to object to processing of his/her personal data, (c) right to access, (d) right to rectification of his/her data, (e) right to erasure or blocking, (f) right to complain, and (g) right to damages. Entities to whom we share your Personal Data will also respect the same rights.

7. The Card is issued exclusively for your personal use only and is non-transferable.

8. You certify that all information provided to us is accurate, complete, and up-to-date to the best of your knowledge. Any false or misleading information may result in the rejection of your application or the suspension/termination of your Card.

 

XII. LEGAL DOCUMENTS

1. Users can download legal documents available within Lista App. By using the App to download legal documents, you understand that AdMob banners, interstitials, and rewarded ads at times will be displayed on the App screen.

2. You acknowledge and agree that the Admob through Lista App will have access to your information such as mobile device data, ads usage and IP address.

3. Your personal information will be treated in accordance with our Privacy Policy. Please keep in mind that Google Admob may have their own privacy rules and data protection methods.

 

 

XIII. USER RESPONSIBILITIES​

1. The User hereby represents and warrants that all information provided through or in relation to the Services is valid, complete, true, and accurate as of the date of agreeing to these Terms, and shall remain valid, complete, true, and accurate throughout the User’s use of the Platform. The User acknowledges that Lista shall not be held responsible or liable for any loss or damage incurred by the User as a result of incorrect, incomplete, inaccurate, or misleading information, documentation, material, or data provided when availing the Services. The User further acknowledges that it has an obligation to disclose any material fact to ensure the accuracy and completeness of the information provided.

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

3. The User agrees to fully cooperate with Lista in the defense of any proceedings initiated against Lista as a result of the User’s breach of obligations or covenants under these Terms. The User understands that failure to provide such cooperation may result in adverse consequences.

4. While Lista undertakes commercially reasonable efforts to provide Users with a daily backup of their Transaction Information, Users are advised to regularly and independently save, backup, and archive such Transaction Information. The User acknowledges that Lista does not guarantee the completeness, accuracy, or availability of the backup, and therefore, it is the User's responsibility to ensure the preservation of their Transaction Information.

5. The User is strictly prohibited from using the Services in any manner that is not expressly permitted in these Terms. Without limiting the generality of the preceding statement, the User may not:

   • (a) Infringe upon any third-party proprietary rights, including but not limited to copyrights, patents, trademarks, or trade secrets, either directly or indirectly;

   • (b) Use the Services in any way, including but not limited to copying, displaying, distributing, modifying, publishing, reproducing, storing, transmitting, posting, translating, creating derivative works from, or licensing the Services, except as expressly provided in these Terms;

   • (c) Transmit any data or upload any material through the Services that contains viruses, trojan horses, or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;

   • (d) Use any robot, spider, automated device, or manual process to monitor or copy the Platform or Services, or any portion thereof;

   • (e) Use the Services in furtherance of or engage in any activity that is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous, invasive of another's privacy, hateful, racially or ethnically objectionable, disparaging, or encourages money laundering, gambling, or any other unlawful activity; or unlawfully threatens or harasses its Customers;

   • (f) 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; and

   • (g) Violate any applicable laws in any manner.

6. Users are required to exercise due diligence and conduct thorough research to ensure that the goods and services for which they generate payment links are in full compliance with all applicable laws. We strongly encourage Users to cross-check and verify the legality of the content before generating payment links. Users must refrain from generating payment links for prohibited content that may lead to the suspension or removal of their account.

7. The User is strictly prohibited from using the Services for or in furtherance of any sale or supply of prohibited products or services which includes, but is not limited to:

   • (a) The sale of regulated goods;​

   • (b) The sale of counterfeit, replicas and pirated goods, as well as 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 even if not currently in existence;

   • (c) The sale of tobacco, cigarettes, cigars, chewing tobacco, or any related products;

   • (d) The sale of liquor, narcotic drugs, psychotropic substances or any other goods or services that are not in the public interest and engaging in gambling or other prohibited activities; and

   • (e) The sale or supply of goods or services that results in non-compliance with any applicable law.

8. ​Any taxes arising from the transactions conducted by Users shall be the sole responsibility of the Users. While Lista provides a free service to assist Users with their transactions, Users acknowledge and agree that they bear full responsibility for any consequences that may arise from such transactions, including but not limited to any tax liabilities or obligations.

9. The User acknowledges that any violation of these provisions may result in the immediate suspension or termination of their account and may also incur legal consequences under relevant laws and regulations.

 

XIV. REPRESENTATIONS AND WARRANTIES​

1. You acknowledge and agree that the content on the Lista App is provided on an "as is" and "as available" basis, and that your use of or reliance upon the Lista App and any content, goods, products, or services accessed or obtained thereby is at your sole risk and discretion.

2. While Lista makes reasonable efforts to ensure the provision of the Lista App and the services we offer, are available at all times, we do not warrant or represent that the Lista App shall be provided in a manner that is secure, timely, uninterrupted, error-free, free of technical difficulties, defects or viruses. Please expect temporary interruptions of the Lista App due to scheduled or regular system maintenance work, downtimes attributable to the internet or electronic communications or events of force majeure.

3. Lista does not make any representation or warranties with respect to the availability of the Products on the Lista App as well as the merchantability thereof. Neither does Lista expressly or impliedly support or endorse the sale or purchase of Products on the Lista App. Lista shall not be liable for any errors or omissions regarding any information relating to the Products on the Product Listing Page.

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.

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XV. INTELLECTUAL PROPERTY​

1. The Lista App and all materials provided therein, including the software, HTML code, script, text, artwork, photographs, video, and audio (the "Materials") are protected by copyright laws and/or Intellectual Property Laws. All Materials provided in the Lista App shall be used only for personal and informational purposes. No right, title, or interest in the Lista App shall be conveyed to you, the User. You may not copy, reproduce, publish, transmit, distribute, perform, display, post, modify, create derivative works from, sell, license, or otherwise exploit the Lista App or any of its Materials without the written consent of Lista. You may also not access or use the Lista App for any competitive or commercial purpose. You may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify these Materials in any way without our prior express written consent. You are not allowed to copy any of the Materials herein. Any unauthorized copying, alteration, transmission, performance, display, or other use of these Materials is prohibited.

2. Lista shall retain an exclusive interest in and ownership of its Intellectual Property and nothing in this agreement will function to transfer any of its Intellectual Property rights to any of the Users of the Lista App. Subject to compliance with these Terms, Lista grants the User a non-exclusive, non-transferable, non-sublicensable, royalty-free, revocable, and limited license to use the Platform and Services in accordance with these Terms and its written instructions issued from time to time.

3. Lista, as the authorized entity, possesses the unrestricted authority to exercise the rights to use, duplicate, reveal, publish, exhibit, or distribute the User's intellectual property without any obligation to remunerate with royalties, acknowledge ownership, seek prior consent, or adhere to any other form of constraint derived from 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.​

 

​XVI. COMPLAINTS​​

For inquiries and concerns in relation to the Services found in the Lista App, please contact our customer service department at customersupport@lista.com.ph.

 

XVII. TERM AND TERMINATION​​

1. These Terms shall remain in effect unless terminated in accordance with the terms set forth herein.

2. Lista reserves the right to terminate a User’s access to or use of the Services, or any portion thereof, immediately and 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 be deemed terminated, 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 the termination of a User’s access to or use of the Services, all amounts or monies due by the User in relation to their use of or access to the Services shall become immediately payable.

5. The User acknowledges and agrees that Lista shall not be liable to the User or any third party for any losses or damages incurred as a result of the termination of their access to or use of the Services.

 
XVIII. LIMITATION OF LIABILITY 

1. Lista shall not be liable, unless proven to be guilty of fraud or gross negligence, for any errors in its Services (e.g., errors in the entries on the online digital ledger book/record book, and errors in the payment links) due to wrong or outdated information provided by the User.

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 arising 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 the proof of sale documentation (in electronic or physical form) in connection with each payment link it generates or sends to Customers.

3. You here by 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.

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

   • (a)  your use of, inability to use, or availability or unavailability of the Services, including any Third Party Services;

   • (b)  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, programs, services, server, or other infrastructure relating to the Services; or

   • (c)  the failure of the Services to remain operational for any period of time.

5. Notwithstanding anything to the contrary contained herein, neither Lista nor any of its affiliates, financial partners, 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, financial partners, 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.

6. 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 customersupport@lista.com.ph.

 
XIX. INDEMNITY​

You shall indemnify, defend at Lista’s option, and hold Lista, its parent companies, subsidiaries, affiliates, financial partners, and their officers, associates successors, assigns, licensors, employees, directors, agents, and representatives, free and 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, any and all applicable laws, rules or regulations, or any infringement by any third party who may use your account with Lista, of these Terms, any and all applicable laws, rules or regulations. 

XX. CONSENT TO USE DATA 

1. You agree that Lista and any third-party service providers it engages, may, in accordance with its Privacy Statement, 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.

 
XXI. MAINTENANCE OF RECORDS​

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

 
XXII. FEES/CHARGES​

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. 

XXIII. MODIFICATION OF SERVICES

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.

 
XXIV. MISCELLANEOUS PROVISIONS 

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

2. Severability. If any provision of these Terms or the Data Sharing Agreement is determined by any court or other competent authority to be unlawful or unenforceable, all 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. Non-waiver of Rights. Failure, omission, or delay on the part of Lista to exercise its rights under these Terms, or any offer of compromise made, shall not be construed as a waiver of its rights, unless the same is expressly indicated in writing. Lista reserves all rights to pursue all legal or judicial remedies to pursue its claims and enforce its rights.

4. 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, financial partners, subsidiaries, or parent companies, or to any successor in interest of any business associated with the Services without any prior notice to you.

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

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

7. 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.

8. Subcontract. Lista may subcontract any part or parts of the Services it provides to you at any time.

9. Amendment. Lista may amend or vary the Terms at any time without prior notice to you and without your consent.

10. Entire Agreement. The Terms, the Data Sharing Agreement, the Privacy Statement and the respective amendments), and any undertaking you executed in relation thereto shall constitute the entire agreement between you and Lista. In the event of any conflict between these Terms and any other term or provision on the Lista App, these Terms shall prevail.