Real Deals Phil TERMS AND CONDITIONS

This E-Commerce Online Vendor Agreement (“Agreement”) is entered into between Real Deals Phil (including its parents, affiliates, and subsidiaries), C.M. Street, Davao City, Philippines (“Real Deals Phil”) and Online Vendors. The parties agree as follows:

Scope. The purpose of this Agreement is to provide qualifying vendors with the opportunity to sell products through Real Deals Phil web store. This Agreement supplements any other agreements governing the buying and selling of products between Real Deals Phil and Vendor, including any vendor buying agreements and/or purchase orders.

E-Commerce. For purposes of this Agreement, E-Commerce means sales of products by Real Deals Phil web store to its retail customers via the Internet, RD Phil’s website, or any on-line system or computer network. E-Commerce also includes any related business and marketing activities supporting such sales.

Term. The Term of this Agreement begins on the Effective Date and continues until either: (1) RD Phil or Vendor terminates this Agreement upon thirty (30) days written notice to the other; or (2) Vendor ceases selling products through RD Phil’s web store. If terminated by either Party, the Agreement will continue to govern the sale of Vendor products purchased for E-Commerce prior to termination until such products are sold, returned, or removed from inventory so that no inventory of such products remains.

Representations and Warranties. Vendor represents and warrants that: (1) it has the power to authorize the sale and/or display of its products on-line and as part of RD Phil’s web store business; (2) all product information, data, images, and/or intellectual property provided by Vendor to RD Phil web store (a) complies with all applicable laws; (b) are accurate and that all claims contained therein have been substantiated; and (c) have been cleared for the uses contemplated hereunder; and (3) it has secured any and all clearances, permissions, approvals, authorizations, rights and licenses necessary for the use or display of all Vendor product information, data, images, and/or intellectual property provided to RD Phil as part of its E-Commerce business.

Listings and Content

Vendors are responsible for their listings and content. Even if we host and display the products on Real Deals Phil website, vendors are solely responsible for the contents of their web store. Vendors must ensure that all web store content are true, accurate and complete at all times, including, without limitation, the description, price, applicable taxes or fees, delivery information, required legal disclosures and other advertisement, offer or promotional content. Vendors are solely responsible for setting their price of products or services you offer. If we provide guidance regarding a suggested price for products or services you offer, such guidance is informational only and the decision to accept or reject such guidance is solely yours.

Vendors must ensure that their Product Listing provides Users with the terms, conditions and policies that apply to the transaction for that product. Vendors are responsible for displaying, keeping up to date and honouring any sales, returns and/or privacy policies, and all other relevant terms or information or disclosures related to your Product Listings that they want to apply to their interactions with Users or that are otherwise required by law. Any such terms, information or disclosures do not bind us and must not conflict with these Seller Terms or our other applicable terms and policies.

Vendors are responsible for applicable taxes relating to their listings and content. Even if we host and display you’re their products on Real Deals Phil website, vendors are the seller of record and agree to comply with all applicable tax laws and ordinances. Except as otherwise provided in the Payment Terms, vendors are solely responsible for all determinations, calculations, collections, withholdings, reporting and remittance of applicable taxes, duties, fees, surcharges and additional charges (“Taxes & Fees”) for sales that result from your use of Real Deals Phil web store. Vendors are solely liable for all liabilities, including, without limitation, any penalties or interest, taxing jurisdictions may as a result of the under remittance or non- remittance of any Taxes and Fees imposed on your products or services.

Products and Services

Sales of counterfeit or pirated products and sales prohibited by government sanctions are strictly prohibited. Without limiting the generality of the policies set forth above, vendors are expressly prohibited from displaying, promoting, offering, marketing or selling counterfeit or pirated products or services through the Real Deals Phil web store. Vendors may not use the web store in connection with any activities, individuals or entities that are located in a country or region that is subject to comprehensive Philippine sanctions law or in a manner that would otherwise violate applicable Philippine or non-Philippine trade sanctions laws.

Vendors are responsible for providing customer service to Users in connection with their products and services. Vendors are responsible for providing, managing, paying for and fulfilling any sales, warranty and customer service, returns, refunds or accommodations to Users in connection with your use of Real Deals Phil web store.

Fees and Payments.

A. Percentage Fee.  As compensation for using Real Deals Phil web store, Vendor agrees to pay RD Phil a 5% commission of every product sold through its website. Payment shall be made through G-Cash or Bank Transfer every week.

B. Subscription. Vendor will enjoy a 1-year free subscription and agrees to pay starting at P899.00 as yearly subscription in the following year.

C. Failure of Payment. Real Deals Phil has the right to cancel registration/subscription of vendor for failure of weekly or yearly payment.

Authorizations. Vendor grants to RD Phil the non-exclusive, worldwide, royalty-free right and license to use and display any product information, specifications, warranty information data, images, and/or intellectual property Vendor furnishes RD Phil for use in its E-Commerce business during the Term of this Agreement (“Vendor Content”). RD Phil may use Vendor Content for any purpose related to its E-Commerce business or in furtherance of promoting Vendor’s products, including use in RD Phil’s websites, emails, social media campaigns and marketing or advertising campaigns. Vendor acknowledges that RD Phil is relying upon Vendor to ensure that all Vendor Content is accurate and complete, and Vendor agrees to notify RD Phil and revise and resubmit Vendor Content promptly upon discovery that it is inaccurate or incomplete.

A. RD Phil agrees that it will not make modifications or alterations to Vendor Content without Vendor’s prior written approval.

B. Except for the limited license granted to RD Phil herein, Vendor retains all right, title, and interest to Vendor Content.

 Intellectual Property of RD Phil. Vendor acknowledges and agrees that all patents, designs, trade names, trademarks, copyrights, trade secrets, or other intellectual property owned or controlled by RD Phil shall be and remain the sole property of RD Phil.

 INDEMNIFICATION. VENDOR SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS RDPHIL, ITS PARENTS, AFFILIATES, SUBSIDIARIES, OFFICERS, MANAGERS, PARTNERS, EMPLOYEES, AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, LAWSUITS, JUDGMENTS, LOSSES, CIVIL PENALTIES, LIABILITIES, DAMAGES, COSTS, AND EXPENSES, INCLUDING REASONABLE ATTORNEY’S FEES AND COURT COSTS, ARISING OUT OF OR RELATED TO ANY (A) ALLEGED DEFECT IN OR INJURY FROM VENDOR’S PRODUCTS; (B) ALLEGED FAILURE OF VENDOR OR VENDOR’S PRODUCTS TO COMPLY WITH THIS AGREEMENT OR ANY LAWS, REGULATIONS, WARRANTIES, GUARANTEES, OR REPRESENTATIONS OF VENDOR; (C) ALLEGATIONS CONCERNING VENDOR CONTENT; (D) NEGLIGENT OR GROSSLY NEGLIGENT ACTION, INACTION, OMISSION OR INTENTIONAL MISCONDUCT OF VENDOR; AND/OR (E) USE OF OR INFRINGEMENT UPON ANY INTELLECTUAL PROPERTY RIGHT OF VENDOR. RDPHIL SHALL MUTUALLY INDEMNIFY VENDOR FROM ANY (A) ALLEGED FAILURE OF RDPHIL TO COMPLY WITH THIS AGREEMENT; (B) NEGLIGENT OR GROSSLY NEGLIGENT ACTION, INACTION, OMISSION OR INTENTIONAL MISCONDUCT OF RDPHIL; AND/OR (C) USE OF OR INFRINGEMENT UPON ANY INTELLECTUAL PROPERTY RIGHT OF RD PHIL

Choice of Law. The laws of the Philippines govern this Agreement and any disputes arising hereunder. Except injunctive or other equitable relief, RD Phil and Vendor agree that, as a condition precedent to the institution of any action regarding disputes arising under this Agreement, such disputes shall first be submitted to mediation before a professional mediator selected by the parties, at a mutually agreed time and place, and with the mediator’s fees split equally between the parties. If mediation is unsuccessful, the parties agree to submit disputes to state or court in the country.

Assignment. Either Party may assign this Agreement to a present or future parent, subsidiary, or affiliated entity, including a future successor or party acquiring all or part of the Party’s business. All other assignments, transfers, or delegations require written consent of both Parties. Any attempted assignment or transfer in contravention of this Section shall be void.

Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes any and all prior or contemporaneous agreements, understandings, negotiations, representations or proposals or any kind, whether written, oral or otherwise. Neither party has relied upon any statements, representations or other communications that are not contained in this Agreement.