End-User License Agreement ("Agreement")
Last updated: 9 July 2019
Please read this End-User License Agreement ("Agreement") carefully before clicking the "I Agree" button or using the Day 1 Platform.
By clicking the "I Agree" button, downloading or using the Application, you are agreeing to be bound by the terms and conditions of this Agreement.
- Intellectual Property Rights
1.1. Nothing in this Agreement grants any Party the right to exploit intellectual property rights of the other Party such as copyrights, trademarks, patents, or trade secrets, except those reasonably necessary in the performance of their respective obligations under this Agreement.
1.2. Each Party who obtains access to trade secrets or other confidential information of the other Party through the performance of its obligations under this Agreement shall respect and maintain the secrecy of such trade secrets or confidential information until such time when the information is no longer secret or confidential.
1.3. All information, data, software, photographs, graphs, typefaces, graphics, music, sounds, and other materials (collectively ?Content?) contained in day1.ph and any intellectual property pertaining thereto are owned by DAY1.
1.4. CLIENT shall not modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works form, or in any way exploit any of the Content, in whole or in part. Further, CLIENT shall not upload, post, reproduce, or distribute the Content in any way, in whole or in part, without the prior written consent of DAY1.
1.5. Ownership in intellectual property, trade secrets or database rights over preparatory materials and other sources uploaded into or used in day1.ph, made available by or on behalf of either the CLIENT or DAY1, shall remain with the current owner who is either the CLIENT, DAY1, or a third party from whom the CLIENT or DAY1 derives the right to exploit such intellectual property.
1.6. Copyright over the assessments, visual user interface, materials, and other Content used in day1.ph shall remain exclusively with DAY1.
1.7. CLIENT shall not decompile, reverse engineer, or circumvent technical protection measures taken on any software owned by DAY1.
Each Party, its directors, officers, managers and employees are mandated to keep all information relating to or obtained in connection with this Agreement strictly confidential from the Execution Date up to one year from the expiration of the Term or of any renewed term (?Confidential Information?). In no case shall any Confidential Information be disclosed to any person or entity without the written consent of the other Party except when required by law or any governmental rules and regulations or by any court, quasi-judicial body or government agency in the Philippines.
3.1. The Parties hereby warrant and represent to each other that the following matters are true, correct and not misleading at the commencement of the Term of this Agreement, and shall remain true, correct and not misleading during the Term of this Agreement.
3.2. DAY1 warrants to the CLIENT that:
- it was duly incorporated and is validly existing under the laws of the Philippines;
- it has the power to enter into, exercise its rights, and perform its obligations under this Agreement;
- it has taken all necessary actions to authorize the execution of, and the performance of its obligations under, this Agreement;
- the obligations expressed to be assumed by it under this Agreement are legal, valid, binding and enforceable; and
- neither the execution nor the performance of this Agreement will contravene any provision of any existing law or rules and regulations, its Articles of Incorporation, and any obligation (contractual or otherwise) which is binding upon it or upon any of its assets.