General Terms and Conditions

 

  • Last Updated: 20 May 2024
  • Effective Date: 21 December 2020

    These terms and conditions outline the rules and regulations for the use of vasu.global

    By accessing this website, we assume you accept these terms and conditions. Do not continue to use vasu.global, the web domain of VASU International Payment Solutions Inc., if you do not agree to take all of the terms and conditions stated on this page.

    The following terminology applies to these Terms and Conditions, Privacy Statement and Disclaimer Notice and all Agreements: “Client”, “You” and “Your” refers to you, the person log on this website and compliant to the Company’s terms and conditions. “The Company”, “Ourselves”, “We”, “Our” and “Us”, refers to our Company. “Party”, “Parties”, or “Us”, refers to both the Client and ourselves. All terms refer to the offer, acceptance and consideration of payment necessary to undertake the process of our assistance to the Client in the most appropriate manner for the express purpose of meeting the Client’s needs in respect of provision of the Company’s stated services, in accordance with and subject to, prevailing laws of the Philippines. Any use of the above terminology or other words in the singular, plural, capitalization and/or he/she or they, are taken as interchangeable and therefore as referring to same.

    Cookies

    We employ the use of cookies. By accessing VASU International Payment Solutions Inc., website you agreed to use cookies in agreement with the VASU International Payment Solutions Inc. Privacy Policy.

    Most interactive websites use cookies to let us retrieve the user’s details for each visit. Cookies are used by our website to enable the functionality of certain areas to make it easier for people visiting our website. Some of our affiliate/advertising partners may also use cookies.

    License

    Unless otherwise stated, VASU International Payment Solutions Inc., and/or its licensors own the intellectual property rights for all material on VASU International Payment Solutions Inc. All intellectual property rights are reserved. You may access this from VASU International Payment Solutions Inc. for your own personal use subjected to restrictions set in these terms and conditions.

    You must not:

      • Republish material from VASU International Payment Solutions Inc.,
      • Sell, rent or sub-license material from VASU International Payment Solutions Inc.,
      • Reproduce, duplicate or copy material from VASU International Payment Solutions Inc.,
      • Redistribute content from VASU International Payment Solutions Inc.,

    Parts of this website may offer an opportunity for users to post and exchange opinions and information in certain areas of the website. In such case, VASU International Payment Solutions Inc. does not filter, edit, publish or review Comments prior to their presence on the website. Comments do not reflect the views and opinions of VASU International Payment Solutions Inc., its agents and/or affiliates. Comments reflect the views and opinions of the person who post their views and opinions. To the extent permitted by applicable laws, VASU International Payment Solutions Inc., shall not be liable for the Comments or for any liability, damages or expenses caused and/or suffered as a result of any use of and/or posting of and/or appearance of the Comments on this website.

    VASU International Payment Solutions Inc., reserves the right to monitor all Comments and to remove any Comments which can be considered inappropriate, offensive or causes breach of these Terms and Conditions.

    You warrant and represent that:

      • You are entitled to post the Comments on our website and have all necessary licenses and consents to do so;
      • The Comments do not invade any intellectual property right, including without limitation copyright, patent or trademark of any third party;
      • The Comments do not contain any defamatory, libelous, offensive, indecent or otherwise unlawful material which is an invasion of privacy
      • The Comments will not be used to solicit or promote business or custom or present commercial activities or unlawful activity.

    You hereby grant VASU International Payment Solutions Inc., a non-exclusive license to use, reproduce, edit and authorize others to use, reproduce and edit any of your Comments in any and all forms, formats or media.

    Hyperlinking to our Content

    The following organizations may link to our Website without prior written approval:

      • Government agencies;
      • Search engines;
      • News organizations;
      • Online directory distributors may link to our Website in the same manner as they hyperlink to the Websites of other listed businesses; and
      • System wide Accredited Businesses except soliciting non-profit organizations, charity shopping malls, and charity fundraising groups which may not hyperlink to our Web site.

    These organizations may link to our home page, to publications or to other Website information so long as the link: (a) is not in any way deceptive; (b) does not falsely imply sponsorship, endorsement or approval of the linking party and its products and/or services; and (c) fits within the context of the linking party’s site.

    We may consider and approve other link requests from the following types of organizations:

      • commonly-known consumer and/or business information sources;
      • dot.com community sites;
      • associations or other groups representing charities;
      • online directory distributors;
      • internet portals;
      • accounting, law and consulting firms; and
      • educational institutions and trade associations.

    We will approve link requests from these organizations if we decide that: (a) the link would not make us look unfavorably to ourselves or to our accredited businesses; (b) the organization does not have any negative records with us; (c) the benefit to us from the visibility of the hyperlink compensates the absence of VASU International Payment Solutions Inc.; and (d) the link is in the context of general resource information.

    These organizations may link to our home page so long as the link: (a) is not in any way deceptive; (b) does not falsely imply sponsorship, endorsement or approval of the linking party and its products or services; and (c) fits within the context of the linking party’s site. If you are one of the organizations listed in paragraph 2 above and are interested in linking to our website, you must inform us by sending an e-mail to VASU International Payment Solutions Inc. Please include your name, your organization name, contact information as well as the URL of your site, a list of any URLs from which you intend to link to our Website, and a list of the URLs on our site to which you would like to link. Wait 2-3 weeks for a response.

    Approved organizations may hyperlink to our Website as follows:

      • By use of our corporate name; or
      • By use of the uniform resource locator being linked to; or
      • By use of any other description of our Website being linked to that makes sense within the context and format of content on the linking party’s site.

    No use of VASU International Payment Solutions Inc. logo or other artwork will be allowed for linking absent a trademark license agreement.

    iFrames

    Without prior approval and written permission, you may not create frames around our Webpages that alter in any way the visual presentation or appearance of our Website.

    Content Liability

    We shall not be hold responsible for any content that appears on your Website. You agree to protect and defend us against all claims that is rising on your Website. No link(s) should appear on any Website that may be interpreted as libelous, obscene or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of, any third party rights.

    Your Privacy

    Please read Privacy Policy

    Reservation of Rights

    We reserve the right to request that you remove all links or any particular link to our Website. You approve to immediately remove all links to our Website upon request. We also reserve the right to amen these terms and conditions and it’s linking policy at any time. By continuously linking to our Website, you agree to be bound to and follow these linking terms and conditions.

    Removal of links from our website

    If you find any link on our Website that is offensive for any reason, you are free to contact and inform us any moment. We will consider requests to remove links but we are not obligated to or so or to respond to you directly.

    We do not ensure that the information on this website is correct, we do not warrant its completeness or accuracy; nor do we promise to ensure that the website remains available or that the material on the website is kept up to date.

    Disclaimer

    To the maximum extent permitted by applicable law, we exclude all representations, warranties and conditions relating to our website and the use of this website. Nothing in this disclaimer will:

      • limit or exclude our or your liability for death or personal injury;
      • limit or exclude our or your liability for fraud or fraudulent misrepresentation;
      • limit any of our or your liabilities in any way that is not permitted under applicable law; or
      • exclude any of our or your liabilities that may not be excluded under applicable law.

    The limitations and prohibitions of liability set in this Section and elsewhere in this disclaimer: (a) are subject to the preceding paragraph; and (b) govern all liabilities arising under the disclaimer, including liabilities arising in contract, in tort and for breach of statutory duty.

    As long as the website and the information and services on the website are provided free of charge, we will not be liable for any loss or damage of any nature.

    COMPREHENSIVE Terms and Conditions
    (CUSTOMER AGREEMENT)

     

    Please read these terms of service (“Agreement”) carefully as this Agreement constitutes a binding contract between the user that accepts this Agreement (“Customer”) and Vasu International Payment Solutions Inc., a Philippines based corporation being the holder of an Operator of Payment System registration with the Bangko Sentral ng Pilipinas, OPS Registration No. OPSCOR-2022-0006 (the “OPS Registration”) with its registered place of business at Level 12 – Robinsons Summit, 6783 Ayala Avenue, Makati, Philippines, 1226 (“VASU”) governing your use of the services available through the VASU website at https://www.vasu.global (“Site”) any mobile applications (each, an “App”) through which they may be made available, and any Application Programming Interface (API) (the “Services”). By checking an opt-in box, clicking on “I accept” or otherwise accepting this Agreement on the sign-up page, installing the App, or otherwise accessing or using the Services, Customer acknowledges that they have read, understood, and agree to be bound by and comply with the terms of this Agreement. If Customer is using the Services on behalf of an entity, partnership, or other organization, then Customer represents that they: (i) are an authorized representative of that entity with the authority to bind that entity to this Agreement and (ii) such entity agrees to be bound by this Agreement. If Customer does not agree to the terms of this Agreement, then they are not permitted to use the Services.

    ARBITRATION NOTICE. Except for certain kinds of disputes described in the Arbitration provision below, Customer agrees that disputes arising under this Agreement will be resolved by binding individual arbitration, and BY ACCEPTING THIS AGREEMENT, CUSTOMER AND VASU ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. CUSTOMER AGREES TO GIVE UP CUSTOMER RIGHT TO GO TO COURT to assert or defend Customer rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a single ARBITRATOR and NOT a judge or jury.  See the Arbitration provision below.

    BANKING SERVICES: VASU is not a bank and does not itself provide any banking services. The VASU Services are, however, integrated with certain third party servicers, that we call Third Party Servicers that include, but are not limited to one or more banks (each, a “Bank”) is a Third Party Servicer.  By applying to be permitted access to the Services, which may include opening a deposit account through the Services with a designated Bank partner, Customer also hereby agrees to follow the Bank’s deposit agreement and related terms of service presented to you through the Services (collectively, the “Bank Agreement”).

    1. Services

    VASU will provide the Services to Customer for the term of this Agreement, subject to the payment of applicable Fees and compliance with the terms of this Agreement.  As part of the Services, VASU hereby grants to Customer a non-exclusive, non-transferable, non-assignable right to use the Services, as per the terms of this Agreement.  Customer acknowledges that the Services are cloud-based and hosted services and no copies of the Services or VASU System will be delivered to Customer, other than (where available) the App.  The Services shall be used by Customer solely for Customer own purposes and VASU does not convey any right, title or interest in the Services or VASU System to Customer.  Customer right to use the Services shall terminate upon any termination of this Agreement or any suspension or termination of the supply of the Services to Customer.

    FINANCIAL TRANSACTIONS

    VASU shall not perform any financial transactions for Customer.  Customer may, however, use the Services to communicate Customer instructions to a Third Party Servicer of Customer which Third Party Servicer may perform a financial transaction on behalf of Customer pursuant to the Third Party Servicer Agreement.  For example, if Customer opens a bank account with Bank, then a data Transaction through the Services may result in a financial transaction within the Customer account with Bank pursuant to the Bank Agreement.  VASU is not liable for any such financial transaction or the results thereof.

    ERRORS

    Customer shall immediately notify VASU of any errors by VASU or Customer in the supply or use of the Services. Where practicable, VASU shall use commercially reasonable efforts to investigate errors, but makes no representation as to its ability to correct the error.  Customer shall provide VASU with any information necessary to investigate an error in a Transaction.  Some payment transactions, such as wire transfers, are irreversible, so Customer agrees to exercise extreme caution when initiating any financial transaction by way of instructions delivered one of its Third Party Servicers through the Services.

    1. Third Party Servicer Agreements

    By signing this Agreement, Customer acknowledges that VASU is actively adding more products and partners to expand its global coverage in efforts to improve the Customer experience. Customer also acknowledges and agrees to comply with all applicable Third Party Servicer Agreements. Compliant and ethical use of our network is embodied in VASU’s legal agreements, and it is the responsibility of the Customer to review and understand these agreements. VASU will provide transparent and accessible information about these agreements before requiring Customer’s acceptance. Please note that some Third Party Servicer Agreements may require additional due diligence and may result in additional costs. VASU will not charge Customer without their prior notification and consent.

    1. VASU Account and Customer ID

    VASU shall provide Customer with a unique and private Account accessible through the payment gateway(s).  The Account shall be a record of Customer Transactions and Fees.  VASU shall provide Customer with access codes for the Account.  Customer shall not disclose such codes or permit any third party to use them.  Customer has exclusive responsibility for the use of Customer Account.  VASU will invite Customer to enter certain preferences and specifications within the Application or the Account that will apply to the Services; Customer assumes exclusive responsibility for such selections even if they contain errors by Customer or result in losses to Customer.  Any additional terms and conditions posted to the Site with respect to the Account or specific Services preferences selected by Customer are incorporated herein by reference.

    Except as required to deliver the Services or as otherwise required by law, VASU shall not grant any third party access to Customer Account.

    Customer shall notify VASU by email immediately of any loss or disclosure, whether voluntary or otherwise, of any Account password or access code to a third party.

    Upon Customer’s request, VASU will also issue Customer a Customer ID associated with the Account (“Customer ID”). Customer may share their Customer ID only with officers, directors, bookkeepers, accountants or other Customer personnel that are directly employed or engaged by Customer (“Customer Personnel”) provided that Customer binds such third parties to undertakings of confidentiality and to also honor the terms hereof. Customer Personnel may only access and use the Services through the Customer ID and in compliance with this Agreement; Customer will not allow Customer Personnel to share the Customer ID with third parties. Customer is responsible for all activity occurring under its Customer ID whether by Customer Personnel or otherwise. VASU reserves the right to replace the Customer ID in its sole discretion for any reason or for no reason.  Any Customer Personnel who access the Services does so subject to this Agreement.

    Customer shall provide, at Customer’s own expense, all necessary hardware, applications and internet connectivity necessary to access the Services. Customer acknowledges that the internet can be unpredictable in performance, unsecure and may, from time to time, impede access to the Services or performance hereunder. Customer agrees that VASU is not responsible for any internet outages, unsecure WIFI or other connections or any other interference with Customer’s use of or access to the Services or security breaches arising from any Customer Device and Customer waives all claims against VASU in connection therewith.

    1. Limitations

    PROHIBITED CUSTOMERS

    The following Persons are prohibited from using the Services: (i) Persons who appear on the U.S. Department of the Treasury, Office of Foreign Assets Control (OFAC), Specially Designated Nationals List (SDN); (ii) Persons who are less than 18 years of age; (iii) Persons, or their Affiliates who have procured services from VASU and have been terminated for cause by VASU; and (iv) individual consumers (each, a “Prohibited Person”).  Customer may not use the Services in respect of settlement of a payment to a Payee that is a Prohibited Person. The Services may not be used for individual consumer use.  Customer must be a business, charitable organization or not-for-profit organization to use the Services.  VASU reserves the right to decline to provide Services or terminate Services to one or another type of business; VASU shall notify Customer of prohibited business types through the Site, the Account or the App.  In any case, any business that is illegal or operates in support of illegal activity is prohibited from using the Services.

    LIMITATIONS ON USE

    Customer shall not use the Services for any illegal, fraudulent or other prohibited activity. If VASU suspects that Customer may be engaging in or have engaged in a fraudulent, illegal or prohibited activity, including any violation of this Agreement, your access to the Services may be suspended or terminated at the sole discretion of VASU. Additionally, VASU may report the transaction to the relevant law enforcement agency.

    Customer shall not itself and shall not permit any Customer Personnel or any other third party to: (i) permit any party to access or use the Services other than the Customer Personnel authorized under this Agreement; (ii) modify, adapt, alter or translate any software of VASU Systems underlying the Services; (iii) license, lease, rent, loan, distribute, or otherwise transfer the Services to any third party; (iv) except if, and solely to the extent that, such a restriction is impermissible under Law, reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or algorithms, structure or organization) of any software or VASU Systems underlying the Services; (v) use or copy the any software or VASU Systems underlying the Services except as expressly allowed hereunder; (vi) conduct or promote any illegal activities while using the Services; (vii) use the Services to generate unsolicited email advertisements or spam; (viii) use the Services to stalk, harass or harm another individual; (ix) use any high volume automatic, electronic or manual process to access, search or harvest information from the Services (including without limitation robots, spiders or scripts); (x) except if, and solely to the extent that, such a restriction is impermissible under Law, interfere in any way with the proper functioning of the Services or interfere with or disrupt any servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; (xi) attempt to gain access to secured portions of the Services to which it does not possess access rights; (xii) upload or transmit any form of virus, worm, Trojan horse, or other malicious code; (xiii) use any robot, spider, other automatic device, or manual process to extract, “screen scrape”, monitor, “mine”, or copy any static or dynamic web page on the Services or the content contained on any such web page for commercial use without our prior express written permission; (xiv) impersonate any person or entity, or otherwise misrepresent its affiliation with a person or entity; (xv) mirror or frame the Services or any content, place pop-up windows over its pages, or otherwise affect the display of its pages; or (xvi) publicly display or publicly perform any part of the Services. Customer may not use the Services for any purpose other than a purpose for which the Services are expressly designed. If Customer is prohibited under Laws from using the Services, Customer may not use them.

    1. VASU Intellectual Property Rights

    VASU expressly reserves all Intellectual Property Rights in the Services, VASU System and all materials provided by VASU hereunder. All right, title and interest in the Services and all other materials provided by VASU hereunder, any update, adaptation, translation, customization or derivative work thereof, and all Intellectual Property Rights therein will remain with VASU or its licensors. VASU reserves the right, in its sole discretion, to change, modify, add, or remove portions of the Services without prior notice to Customer or consent of Customer. Certain of the names, logos, trademarks, trade names, service marks, content, visual interfaces, interactive features, information, compilation, computer code, products, services, and other materials displayed on the Services (“VASU Materials”), are protected by Intellectual Property Rights Laws of appropriate or pertinent domiciled jurisdictions.

    1.    Customer Data Consent

    Customer hereby authorizes VASU to, directly or through third parties, make any inquiries and conduct any investigation to verify Customer identity.

    The Services requires certain information concerning Customer, including but not limited to Customer name, address, phone number, email address, Bank Account information and other Third Party Servicer account information.  Customer agrees that all information it provides to VASU shall be complete and accurate and Customer shall promptly correct any errors in the information provided to VASU.

    Subject to the VASU Privacy Policy, posted here www.vasu.global Customer and each of Customer Personnel hereby grant VASU the right to collect, store, use and disclose Customer Data for the purpose of providing the Services and its integration with Third Party Servicer Services selected by Customer.  Where Customer Data includes data concerning third parties, Customer states that it has obtained the necessary consents for VASU to collect, process, store such data hereunder from the relevant data subjects.  Data collected by VASU is subject to the VASU Privacy Policy, posted at the Site and incorporated herein by reference.  Subject to Law, where VASU is subject to a subpoena request for Customer Data, VASU shall provide Customer with an opportunity to contest the request, failing which VASU shall cooperate with the request.

    Customer hereby authorizes VASU, Bank and each Third Party Servicer to each obtain from the others and disclose to the others Customer Data in so far as is necessary to supply their respective services either hereunder or under their respective Third Party Servicer Agreements.

    Where required by Law, VASU will disclose Customer Data to law enforcement agencies.  VASU reserves the right to keep Customer Data for the term of this Agreement and for five (5) years thereafter.

    1. Customer Data

    ACCURACY

    Customer has sole responsibility for the accuracy, appropriateness and completeness of all Customer Data. VASU will use the Customer Data it is provided in performing the Services and is not responsible for reviewing, validating or otherwise confirming the accuracy, appropriateness or completeness of Customer Data.

    SECURITY

    VASU will take reasonable steps to help protect Customer Data. However, Customer understands and agrees that such steps do not guarantee that the Services are invulnerable to all security breaches or immune from viruses, security threats or other vulnerabilities. VASU reserves the right to cooperate with local, state and federal authorities in investigations of improper or unlawful activities and this may require the disclosure of Customer’s personal information. VASU may also report to other organizations about improper or unlawful user activities and this reporting may include disclosure of personal information relating to those individuals conducting such improper or unlawful activities.

    Customer shall secure Customer Data in its possession or under its control.  Customer assumes exclusive responsibility for ensuring the security of Customer Device and the Data on it.  VASU is not liable for the operation or failure of Customer Devices or those of any third party, including but not limited to processors, hosting services, internet service providers and other Third Party Servicers.  Customer shall not operate Customer Device in a manner that does not meet the applicable security requirements of VASU, indicated in the Account or on the Site, or those of Third Party Servicers.

    VASU is not responsible for performing, and is not liable for any failure to perform, any back-up of any Customer Data or other data provided, transmitted, processed, or stored by Customer in or through the Services. It is Customer’s responsibility to back-up onto a Customer Device all Customer Data, including all data and records that Customer submits to VASU.

    SHARING

    VASU shall disclose Customer Data to those representatives of Customer identified by Customer for such purposes and also to such Third Party Servicers as Customer has selected.  VASU has no liability for any collection, processing, storage, use or disclosure of Customer Data by any Third Party Servicer or any other third party. VASU reserves the right to decline to share Customer Data with any third party where VASU believes that such sharing may expose Customer or VASU to excessive security, financial or reputational risk, provided however that VASU shall never be liable for any act or omission of any third party with respect to Customer Data or otherwise. VASU makes no warranty, representation, endorsement, or guarantee regarding, and accepts no responsibility or liability for, the quality, content, nature, veracity or reliability of any Customer Data.

    FEEDBACK

    In the event that Customer provides VASU any ideas, thoughts, criticisms, suggested improvements or other feedback related to the Services (“Feedback”), Customer agrees that VASU may use the Feedback to modify the Services and that Customer will not be due any compensation, including any royalty related to the product or service that incorporates the Feedback. Customer hereby grants VASU a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, offer for sale, make, have made and otherwise exploit the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same. This is true whether Customer provides the Feedback on the Services or through any other method of communication with VASU.

    LIMITATIONS

    Customer shall not take possession of or enter into the Account any data: (i) that Customer does not have the lawful right to copy, transmit, distribute, and display (including any Customer Data that would violate any confidentiality or fiduciary obligations that Customer might have with respect to the Customer Data); (ii) for which Customer does not have the consent or permission from the owner of any personally identifiable information contained in the Customer Data; (iii) that infringes, misappropriates or otherwise violates any Intellectual Property Rights or violates any privacy rights of any third party; (iv) that is false or misleading; (v) that is defamatory, obscene, or offensive; (vi) that violates, or encourages any conduct that would violate, any Laws or regulation or would give rise to civil or criminal liability; or (vii) that contains any viruses, trojan horses, spyware, malware, worms, time bombs, cancelbots, or other disabling devices or other harmful component intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.

    FINANCIAL DATA STORAGE, NOT ADVICE

    The Services shall enable the storage and processing of Customer Data that is of a financial nature.  Customer acknowledges, however, that the Services do not include the supply of any accounting, investment, legal or other such professional advice. VASU is not a banking, accounting, legal or other professional services firm. VASU does not hold any licenses for the supply of any banking, accounting, investment, legal or other professional advice and none of the Services shall be construed as including any such services.  Data presented in the Services, such as financial information, for example, shall not be construed as reflective of the financial status of Customer. Customer shall be exclusively responsible for retaining third party any accounting, financial, investment, legal and other professional advice.

    CUSTOMER CALL MONITORING

    VASU may monitor and record support-related and other outbound calls to Customer, as well as inbound calls to VASU by Customer or Customer’s representatives, for compliance, support, training and other purposes. Customer agrees that VASU may record any call between Customer and VASU relating to the Services and agrees to (i) notify all relevant Customer employees that calls with VASU may be monitored and (ii) indemnify and hold harmless VASU from any claim arising as a result of VASU’s monitoring or recording of calls between VASU and Customer’s representatives.

    1. Indemnification

    Customer shall defend, indemnify, and hold harmless VASU, its employees, officers, directors Affiliates, suppliers, licensors, Third Party Servicers and other customers against any and all liability including damages, recoveries, deficiencies, interest, penalties, losses and reasonable attorney’s fees arising out of or relating to: (i) any breach of the terms hereof; (ii) any breach of a Third Party Servicer Agreement; (iii) any violation of any Laws; (iv) any use of Customer Data by Customer or a Third Party Servicer or other third party; (v) Customer use of the Services, including in combination with any third party service; (vi) any Transaction; (vii) any financial transaction occurring as a result of data communicated via the Services; (viii) any act or omission of any Third Party Servicer or Client; (ix) costs incurred by VASU enforcing the terms hereof or responding to any subpoena relating to Customer, Customer Data or a Third Party Servicer; (x) any claim by a governmental taxing authority; or (xi) any dispute between Customer and any third party or Customer Personnel.

    1. Term, Termination and Suspension

    TERM

    The term of this Agreement (“Term”) shall begin as of when Customer accepts this Agreement, completes the Application or obtains an Account and shall continue on a month to month basis until terminated in accordance with the terms hereof.

    TERMINATION

    Either party may terminate this Agreement at any time for any reason or for no reason. Customer may terminate by closing their Account or such other means as the Services may provide. VASU may terminate this Agreement by notice to Customer through the Account, by email to the contact information provided in the Application or by other electronic notice to other contact information provided by Customer to VASU.

    SUSPENSION

    VASU may, at its discretion, suspend Customer access to or otherwise modify, the Services and any component thereof, without notice in order to: (i) prevent damages to, or degradation of the integrity of, VASU’s internet network; (ii) comply with any Law; (iii) otherwise protect VASU from potential legal liability or harm to its reputation or business; or (iv) because VASU has opted to change the Services. VASU will use commercially reasonable efforts to notify Customer of the reason(s) for such suspension or termination action as soon as reasonably practicable. Nothing contained in this Agreement will be construed to limit VASU’s actions or remedies or act as a waiver of VASU’s rights in any way with respect to any of the foregoing activities. VASU will not be responsible for any loss or damages incurred by Customer as a result of any termination or suspension of access to or use of the Services.

    1. Customer Support

    VASU will use commercially reasonable efforts to provide Customer with technical support services relating to the Services via its technical support website, email, or telephone.

    VASU may update the Services in its sole discretion which updates may alter, add or remove functionality of the Services.

    VASU may also, from time to time, schedule downtime for maintenance and upgrades to the Services.

    1. Confidential Information

    Each party acknowledges that it may directly or indirectly disclose Confidential Information to the other party in the course of negotiation of and performance of this Agreement.  All such Confidential Information disclosed hereunder shall remain the sole property of the disclosing party (or other third party), and the receiving party shall have no interest in, or rights with respect thereto, except as set forth herein.  Each party agrees to treat such Confidential Information with the same degree of care and security as it treats its most confidential information.  Each party may disclose such Confidential Information to employees and agents who require such knowledge to perform services under this Agreement.  Except as otherwise contemplated by this Agreement, neither party shall disclose the Confidential Information of the other party to any third party without the prior written consent of the disclosing party, and the duty of confidentiality created by this section shall survive any termination of the Agreement. Customer Data shall, without limitation, be Customer Confidential Information. VASU Data shall, without limitation, be VASU Confidential Information.

    1.    Customer Representations and Warranties.

    Customer represents and warrants to VASU that:

    12.1. Customer has the legal authority to bind Customer organization to this Agreement and to perform hereunder and under each Third Party Servicer Agreement to which Customer is a party.  Customer is the exclusive owner of the Account and is not operating the Account on behalf of any third party.
    12.2. Customer has the legal capacity to enter into this Agreement and perform Customer obligations hereunder.
    12.3. Customer is a business, charitable organization or not-for-profit organization and shall use the Services for only business purposes and not for individual consumer purposes.
    12.4. Customer shall immediately advise VASU of defects in the Services or any claim or threatened claim against VASU. Customer shall immediately notify VASU of any defects in a Product for which a Third Party Servicer has been used as a payment method.
    12.5. Customer use of the Services conforms to all Laws and the terms of this Agreement.

    1. No Warranties by VASU

    CONTENT; THIRD PARTY SERVICERS

    Content from Third Party Servicers, other users, suppliers, advertisers, and other third parties may be made available to Customer through the Services. VASU does not control such content; Customer agrees that VASU is not responsible for any such content. VASU does not make any guarantees about the accuracy, currency, suitability, or quality of the information in such content and VASU assumes no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content made available by other users, advertisers, and other third parties or violation of any third party rights related to such content. The Services may contain links to websites not operated by VASU. VASU is not responsible for the content, products, materials, or practices (including privacy practices) of such websites. Customer understands that by using the Services, Customer may be exposed to third-party websites that Customer finds offensive, indecent or otherwise objectionable. VASU makes no warranty, representation, endorsement, or guarantee regarding, and accepts no responsibility for, the quality, content, nature or reliability of third party websites, products or services accessible by hyperlink or otherwise from the Site or Services including but not limited to Third Party Servicer Services. VASU provides these links for Customer’s convenience only and does not control such third parties. VASU’s inclusion of links to such links or integrations does not imply any endorsement of the materials on such third party services or any association with their operators. The Services may contain links to sites that are operated by VASU but which operate under different terms. It is Customer’s responsibility to review the privacy policies and terms and conditions of any other site Customer visits.

    CUSTOMER AGREES THAT IN NO EVENT WILL VASU BE LIABLE TO CUSTOMER IN CONNECTION WITH ANY WEBSITES, CONTENT, MATERIALS, OR PRACTICES OF ANY THIRD PARTY.

    SERVICES

    THE SERVICES AND ALL MATERIAL OR CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS”, “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VASU HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, REPRESENTATIONS OR CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. VASU DOES NOT WARRANT THAT THE SERVICE WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM THE SERVICES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE VASU ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THIS AGREEMENT. CUSTOMER ASSUMES ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM CUSTOMER’S USE OF OR ACCESS TO THE SERVICES, CUSTOMER’S DEALING WITH ANY OTHER USER, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES. CUSTOMER UNDERSTANDS AND AGREES THAT CUSTOMER USES THE SERVICES, AND USES, ACCESSES, DOWNLOADS, OR OTHERWISE OBTAINS MATERIALS OR CONTENT THROUGH THE SERVICES AND ANY ASSOCIATED SITES OR SERVICES, AT CUSTOMER’S OWN DISCRETION AND RISK, AND THAT CUSTOMER IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER’S PROPERTY (INCLUDING CUSTOMER’S COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICES), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OR USE OF MATERIAL OR CONTENT.
    SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND CUSTOMER MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION

    1. Limitation of Liability

    IN NO EVENT WILL VASU BE LIABLE FOR DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT EXCEEDING VASU’S FEES PAID IN RESPECT OF THE SERVICES DURING THE THREE (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY, VASU SHALL HAVE NO LIABILITY FOR FEES PAID TO THIRD PARTIES WHETHER OR NOT PAID, DIRECTLY OR INDIRECTLY, TO VASU IN PROVISION OF THE SERVICES. THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THE MAXIMUM LIABILITY AMOUNT. IN NO EVENT SHALL VASU’S SUPPLIERS OR THIRD PARTY SERVICERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.

    IN NO EVENT SHALL VASU BE LIABLE TO CUSTOMER FOR ANY (I) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, (II) LOST SAVINGS, PROFITS, DATA, USE, OR GOODWILL, (III) BUSINESS INTERRUPTION EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY, OR (IV) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, FUNDAMENTAL BREACH, BREACH OF A FUNDAMENTAL TERM) OR OTHERWISE. IN NO EVENT SHALL VASU BE LIABLE FOR PROCUREMENT OR COSTS OF SUBSTITUTE PRODUCTS OR SERVICES. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.
    TO THE EXTENT THAT VASU MAY NOT, AS A MATTER OF LAW, DISCLAIM ANY IMPLIED WARRANTY OR LIMIT LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF VASU’S LIABILITY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

    VASU shall not be liable for any claims, losses or liabilities related to any Product, Client or Third Party Servicer.

    1. Notices

    Notices sent to either Party shall be effective when delivered in person or by email, one (1) day after being sent by overnight courier, or two (2) days after being sent by first class mail postage prepaid to the official contact designated below and immediately after being received by the other party’s server. Notices must be in writing and addressed as follows:

    For VASU, addressed to compliance@vasu.global; and

    For Customer, to the addresses or email address provided by Customer on Application (as such address or email address may be updated by Customer from time to time in accordance with this Agreement).

    VASU may change its contact information by giving notice of such change to the Customer. Customer may change its contact information by using the currently available interfaces on VASU’s website. For contractual purposes, Customer (i) consents to receive communications from VASU in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, documents, disclosures, and other communications (“Communications”) that VASU provides to Customer electronically satisfy any legal requirement that such Communications would satisfy if it were in writing. Customer’s consent to receive Communications and do business electronically, and VASU’s agreement to do so, applies to all of Customer’s interactions and transactions with VASU. The foregoing does not affect Customer’s non-waivable rights. If Customer withdraws such consent, from that time forward, Customer must stop using the Services. The withdrawal of Customer’s consent will not affect the legal validity and enforceability of any obligations or any electronic Communications provided or business transacted between VASU prior to the time Customer withdraws its consent.

    By providing VASU with Customer’s mobile telephone number, Customer consents to receiving text messages at that number as requested for account verification, invitations, and other purposes related to the Services. While VASU does not charge a fee for text messages, Customer’s carrier may charge standard messaging, data, and other fees. Customer is responsible for these charges. VASU may send and receive text messages through cellular telephone operators or other networks, and the level of reliability may vary. VASU is not responsible for the timeliness or final delivery of the message, as this is out of our control and is the responsibility of the cellular telephone operator or other networks.

    1. Governing Law and Arbitration

    PLEASE READ THIS SECTION CAREFULLY, AS IT LIMITS THE MANNER IN WHICH CUSTOMER MAY SEEK RELIEF, AND REQUIRES YOU ARBITRATE DISPUTES WITH VASU.  If Customer has a dispute with VASU, VASU will first seek to resolve such a dispute through our support team.

    All disputes arising under or in connection with the Agreement will be submitted to binding arbitration in Makati, NCR, Philippines pursuant to the acceptable Commercial Arbitration Rules thereto and the procedures set forth below.

    Arbitration. All disputes that cannot be resolved pursuant to the internal issue resolution process identified above will be submitted to and settled by final and binding arbitration.   The decision of the arbitrator will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. The arbitrator will be bound by the warranties, limitations of liability, and other provisions of this Agreement. Notwithstanding the foregoing, each party may seek injunctive relief in a court of competent jurisdiction, where appropriate, to protect its rights pending the outcome of the arbitration.

    Jurisdiction/Venue; Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the Philippines. The parties hereby agree that any suit to enforce any provision of this Agreement or arising out of or based upon this Agreement or the business relationship between the parties hereto shall be brought in court in Makati, Philippines.  Subject to the arbitration provision set out above, each party hereby agrees that such courts shall have exclusive personal jurisdiction and venue with respect to such party, and each party hereby submits to the exclusive personal jurisdiction and venue of such courts.

    NOTICE:  BOTH CUSTOMER AND VASU AGREE TO HAVE ALL DISPUTES, CLAIMS OR CONTROVERSIES ARISING OUT OF OR RELATING TO THIS AGREEMENT DECIDED BY NEUTRAL BINDING ARBITRATION AND ARE GIVING UP ANY RIGHTS IT MIGHT POSSESS TO HAVE THOSE MATTERS LITIGATED IN A COURT OR JURY TRIAL.  BY AGREEING TO THIS AGREEMENT, BOTH CUSTOMER AND VASU ARE GIVING UP THEIR RESPECTIVE JUDICIAL RIGHTS TO DISCOVERY AND APPEAL EXCEPT TO THE EXTENT THAT THEY ARE SPECIFICALLY PROVIDED FOR UNDER THIS AGREEMENT.  IF ANY PARTY REFUSES TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, THAT PARTY MAY BE COMPELLED TO ARBITRATE UNDER FEDERAL OR STATE LAW.  BOTH CUSTOMER AND VASU CONFIRM THEIR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.

    1.    General Provisions

    17.1. E-SIGN CONSENT.  Under the Electronic Signatures in Global and National Commerce Act (“E-Sign”), this Agreement and all electronically executed documents related hereto are legally binding in the same manner as are hard copy documents executed by hand signature when (1) your electronic signature is associated with the Agreement and related documents, (2) you consent and intend to be bound by the Agreement and related documents, and (3) the Agreement is delivered in an electronic record capable of retention by the recipient at the time of receipt (i.e., print or otherwise store the electronic record). This Agreement and all related electronic documents shall be governed by the provisions of E-Sign. You agree (i) that the Agreement and related documents shall be effective by electronic means (ii) to be bound by the terms and conditions of this Agreement and related documents and (iii) that you have the ability to print or otherwise store the Agreement and related documents.
    17.2. Assignment. Customer may not assign this Agreement or any of its rights or obligations hereunder to any third party without prior written consent of VASU. Any assignment in violation of this section shall be void. VASU may assign this Agreement without restriction and without any notice to Customer. The terms of this Agreement shall be binding upon permitted successors and assigns.  Customer agrees that on a sale of all or substantively all of the assets of VASU, VASU may include in the sale the copy of Customer’s payment method (e.g. credit card information) used to pay Fees hereunder.
    17.3. Right to List as a Customer. Customer agrees that VASU may utilize Customer’s entity name in listings of current customers. Use of Customer’s name in any other marketing materials or press announcements will be submitted to Customer in advance for approval, and such approval will not be unreasonably withheld.
    17.4. Compliance with Export Regulations. Customer has or shall obtain in a timely manner all necessary or appropriate licenses, permits or other governmental authorizations or approvals; shall indemnify and hold VASU harmless from, and bear all expense of, complying with all foreign or domestic laws, regulations or requirements pertaining to the importation, exportation, or use of the technology to be developed or provided herein. Customer shall not directly or indirectly export or re-export (including by transmission) any regulated technology to any country to which such activity is restricted by regulation or statute, without the prior written consent, if required, of the administrator of export laws.
    17.5. European Union Residents. If Customer resides in the European Union (EU) or if any transfer of information between Customer and the Services is governed by the European Union Data Protection Directive or national laws implementing that Directive, then Customer consents to the transfer of such information outside of the European Union to its country and to such other countries as may be contemplated by the features and activities provided by the Services.
    17.6. Construction. Except as otherwise provided herein, the Parties rights and remedies under this Agreement are cumulative. The term “including” means “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect.
    17.7. Force Majeure. Customer acknowledges and understands that if VASU is unable to provide Services as a result of a force majeure event VASU will not be in breach of this Agreement and will not be liable for delays caused by such event. A force majeure event means any event beyond the control of VASU.
    17.8. Severable. NOTHING IN THIS AGREEMENT WILL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO CUSTOMER. Any provision hereof found by a tribunal of competent jurisdiction to be illegal or unenforceable shall be automatically conformed to the minimum requirements of law and the validity, legality, and enforceability of all other provisions shall remain in full force and effect.
    17.9. Waiver. The failure to exercise, or delay in exercising, a right, power or remedy provided in this Agreement or by law in one instance shall not preclude enforcement thereof on future occasions.
    17.10. Independent Contractors. Customer’s relationship to VASU is that of an independent contractor, and neither Party is an agent or partner of the other. Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of VASU.
    17.11. Entire Agreement. In the event of any conflict between this Agreement and the information provided during Application or otherwise on the Site, in the App, in the payment gateway(s) or in other form or location whatsoever, this Agreement shall control. In the event of any inconsistency between the body of this Agreement and the VASU Privacy Policy, the former shall prevail. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes any and all prior agreements, negotiations, or other communications, whether written or oral. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
    17.12. Amendments. VASU reserves the right to change this Agreement at any time and from time to time upon notice by posting revisions to this Agreement (including the description of the Services) on the Site. Continued use of the Services after Customer become aware of any such changes shall constitute Customer’s consent to such changes. Customer is responsible for regularly reviewing the most current version of this Agreement which is available on VASU’s website.
    17.13. Survival. Upon termination or expiration of this Agreement for any reason: (i) all rights and obligations of both Parties (except for Customer’s payment of all sums then owing), including all licenses granted hereunder, shall immediately terminate except as provided below; (ii) within thirty (30) days after the effective date of termination, each Party shall comply with the obligations to return or destroy all Confidential Information. The following Sections will also survive expiration or termination of this Agreement for any reason: the introductory paragraphs, Sections 2 Third Party Servicer Agreements, 4 Limitations, 5 VASU Intellectual Property Rights, 6 Customer Data Consent, 8 Indemnity, 11 Confidential Information, 12 Customer Warranties, 13 No Warranties by VASU, 14 Limitation of Liability, 15 Notices, 16 Governing Law and Arbitration, and 17 General Provisions.