Article 1 About this Agreement

The purpose of the terms of use of “enspace Cebu” (hereinafter referred to as “this Agreement”)  is to establish the necessary conditions in order that Monthly Members (defined in Article 3) use “enspace Cebu service” (hereinafter referred to as “the Service”) provided by ENRISE GLOBAL INC (hereinafter referred to as “the Company”) in the facility “enspace Cebu” (hereinafter referred to as “the Facility”) 

By agreeing to these terms, Monthly Members can use this Facility and receive various optional services (such as the use of conference rooms/11F co-working space) according to the membership type described in Attachment 1, see Annex “C“.

Article 2 Changes to this Agreement and establishment or changes to Various Rules

1. The Company shall be able to establish various usage rules (hereinafter referred to as “Various Rules”) in addition to this Agreement as rules that Monthly Members must comply with.
2. The Company can amend or revise this Agreement and the Various Rules whenever it deems necessary. The amendment or revision shall take effect within eight (8) days from the time the Monthly Members are notified thereof, if no objection be had. In addition, the effect of these Terms and Regulations after the change shall be applied to all  Monthly Members regardless of the timing of joining of the new members.
3. When the Company establishes the rules in the preceding paragraph or changes the terms or rules, the Company shall post them on the website designated by the Company, post in writing in the facility, or the electronic membership registered by the Monthly Member. The Company shall notify the Monthly Member by sending an e-mail to the e-mail address as provided by the Monthly Member, or by the use of any other method which the Company deems appropriate. If there is no objection from the Monthly Member within eight (8) days after notification, it is assumed that the changes have been agreed.
4. In the event of any discrepancy between this Agreement and the Various Rules, the contents of the Various Rules will be given priority.

Article 3 About Monthly Membership

1. A Monthly Member is a corporation or a member of society who is eighteen (18) years of age or older, who has applied for the Service based on the Monthly Membership application form, see Annex “A”, specified by the Company, and has been accepted after the Company conducted the membership examination. In addition, with the consent between the Company and the Monthly Member, it is assumed that the Service usage contract based on this Agreement (hereinafter referred to as “Monthly Membership Contract”) has been concluded.
2. Monthly Members have the right to receive the use of this Facility and the provision of various optional services (such as the use of conference rooms/11F co-working space) according to the membership type indicated in Attachment 1, see Annex “C”,  upon membership application.
3. Even after the conclusion of this Agreement, Monthly Members may change the membership type after consultation with the company by signing the Monthly Membership Change Notification, see Annex ”G”. 

Article 4 About the use of the Facility

1. Monthly Members can use the Facility only for the time zone and available areas that are set according to the membership type described in Attachment 1, see Annex “C”.
2. Monthly Members can use the equipment installed in the Facility (hereinafter referred to as “Installed Equipment”) in accordance with this Agreement and the Various Rules.
3. Monthly Members cannot claim any rights, including ownership and lease rights to the Facilities and the Installed Equipment, and they must not act to change the original state of the Facilities, including the movement of the Installed Equipment. If a Monthly Member commits an act that is in violation of this, the company can cancel the Monthly Membership Contract due to the violation without prejudice to any other rights held by the company under the law.
4. Monthly Members are responsible for managing the personal property they own or possess in the facility (hereinafter referred to as “personal property”) and neither the Company nor its agents shall take any responsibility for the loss, theft, damage or defacement of the Monthly Member’s personal property. Any damage caused by a Monthly Member to the facility or to a third party is not the responsibility of the company, but rather the responsibility of the Monthly Member.
5. While using the Facility, Monthly Members must comply with the request from the Company or a person who is entrusted to manage the facility by the Company, by showing an identification, if required.
6. In addition, Monthly Members must comply with the usage conditions of the following items:

(1) Use of air conditioners and rental of electric fans

• Air conditioners shall operate only during business hours and reserved times.
• Fans can be rented at the reception on a first come, first served basis.

(2) About smoking

• Smoking is completely prohibited inside the Facility, including electronic cigarettes and other types of devices used as an alternative to smoking.
• The designated area for smoking shall be outside the facility. Any violation of this provision by the Monthly Member or its/his/her authorized representative shall entitle the Company to a penalty fee of Php50,000.

(3) About cleaning

• The staff will clean the shared space once a week.
• Office members stipulated in Article 6 should clean their own Private / Semi-private office divisions stipulated in the same article and keep them clean.

(4) About garbage

• Monthly Members must follow the rules of disposal prescribed by the company and throw out their own garbage. 

(5) About eating and drinking

• You can eat and drink in the common space as long as it does not disturb other Monthly Members.
• However, the bringing of odorous foods or alcohol shall be prohibited.

(6) Health and hygiene

• Monthly Members have a duty to stay clean at all times. Maintain good hygiene habits regardless of overnight work or workshops.

(7) In order to carry in and install furniture, equipment, IT equipment, etc. into the Facility, a written application and permission of our staff are required in advance. (Members will be responsible for the costs required for the delivery and installation.)

Article 5 Admission fee

1. Monthly Members shall pay the Admission fee (hereinafter referred to as the “Admission Fee”) at the time of Admission, which is described in Attachment 1, see Annex “C” according to the membership type.
2. The Admission fee shall be paid upon initial availability of the Service as referred in this Agreement and shall not be refundable to the members for any reason.
3. If the Monthly Member changes the membership type based on Article 3, Paragraph 3, he or she must separately pay the Admission fee, see Attachment 1 Annex “C”, equivalent to the changed membership type.

Article 6 Deposit

1. In order to guarantee the performance of the Monthly Member’s obligations under the Monthly Membership Contract, the Monthly Member shall deposit an amount equivalent to one month’s worth of the Monthly Usage fee for each type of member they wish to become a member of, as stated in Attachment 1, See Annex “C”. The term of the deposit is the contract period of the Monthly Membership Contract, and the deposit period will be automatically renewed in conjunction with the automatic renewal of the Monthly Membership Contract, and no interest shall be paid on the deposit.
2. If the Monthly Member changes the membership type based on Article 3, Paragraph 3, and the amount equivalent to one month’s Monthly usage fee according to the changed membership type exceeds the amount of deposit, the Monthly Member shall immediately pay the difference to the Company. (If payment of the difference is delayed, interest will be charged based on Article 17, Late Payment Charges). In addition, even if the amount equivalent to one month’s Monthly usage fee according to the changed membership type falls below the amount of the deposit, the Company will not return the deposit except in the cases specified in the following paragraph.
3. Within three months of the termination of the Monthly Membership contract (In the case of Monthly Members who are “Private or Semi private Office Members” (hereinafter referred to simply as “Office Members”), when the space allowed the use of Office Members is returned in original condition and completely surrendered), the company shall refund the remaining amount after deducting all debts owed to the company by the Monthly member  from deposit based on the Monthly Membership Contract.

In addition, even during the term of the Monthly Membership Contract, the company may apply the deposit to the Monthly usage fee and other obligations of Monthly Members under the Monthly Membership Contract without prior notice to the Monthly Member. When the Monthly Members are notified by the Company that the Company has applied the deposit to Monthly usage fee and other obligations of Monthly Members under the Monthly Membership Contract, Monthly Members must deposit an amount equivalent to the allocation amount as a separate deposit to the Company, immediately.

4. A Monthly Member cannot request a deposit to be used for repayment of the Monthly usage fee and other Monthly Member debts based on the Monthly Membership Contract.

Article 7 Membership Card

1. After signing the Monthly Membership Contract, the Company will issue the number of membership cards in accordance with the parties to the Monthly Membership Contract. The number of people who can use the Facility at the same time will be based on the number of issued membership cards. However, this limitation shall not apply to the number of people who can simultaneously use the conference room/11F co-working space provided as an optional service. This provision shall also be made applicable in the next section.
2. If the number of persons who use the Facility at the same time are more than the number of membership cards issued according to the preceding paragraph, those who do not have a membership card will be considered as time-based members, and a separate usage fee will be charged. In that case, the provisions of the “enspace Cebu Event/Time Use Member’s Facility Usage Agreement” shall be applied to the person concerned.
3. Monthly Members must be responsible in the handling and/or usage of their membership cards, and must not duplicate, lend, or transfer the main membership card to any person not authorized by this Agreement or any other third person. In the event of lending or theft of the membership card or any other reason, the Monthly Member who is the holder of the stolen card shall be solely liable to the Company for any damages caused by the same. In addition, if a person not authorized by this Agreement or any other third person uses the Facility with the membership card due to the negligence of the Monthly Member, the Monthly Member must pay the Company a penalty equivalent to one (1) month of the Monthly Usage fee corresponding to the membership type.
4. The Monthly Member must return the membership card to the Company immediately upon the termination of the Monthly Membership Contract is terminated regardless of the reason such as expiration or cancellation.
5. If the membership card is lost, stolen or damaged, the Monthly Member must immediately notify the Company. Monthly Members can request the reissuance of their membership cards by paying a membership reissuance fee and administrative fee of two thousand pesos (Php 2,000) to cover for value-added tax.

Article 8 Contract period

1. The contract period for the Office Membership Contract is twelve (12) months, Dedicated desk, Free desk, Virtual office Pro and Hybrid Membership and Virtual address membership Contract is six(6) months from the date of admission. However, if there is no application for cancellation by the method specified by the Company by either the Company or the Monthly Member by the 20th day of the month before the expiration date of the contract period (if the 20th is a closed day, the business day immediately before applies), the Monthly Membership Contract shall be automatically renewed for one (1) month starting from the day after the expiration date under the same conditions, and the same applies thereafter.
2. Monthly Members cannot cancel the contract during the contract period except as otherwise specified in this Agreement.
3. When the Company terminates the provision of the Service, the Monthly Membership Contract shall be terminated on the said termination date. In this case, the Company shall notify the Monthly Members by the method specified by the Company one (1) month before the end date. The Company shall not be liable for any damage incurred by the Monthly Member due to the measures taken by the Company based on this paragraph.
4. Regardless of the reason, if the Monthly Membership Contract ends, the Monthly Member must promptly submit its membership card and key (given at the time of admission) directly to the facility staff and complete the procedures prescribed by the Company. 
5. If the Monthly Member signs the Monthly Membership Contract again within six (6) months from the end date of the Monthly Membership Contract, the Admission fee will be reduced to half regardless of membership type. However, as for the use of office space or dedicated desk, a space that is available has to be chosen at the time of re-signing the Monthly Membership Contract. The Company does not guarantee the use by the Monthly Member of the same office space or dedicated desk under the previous Monthly Membership Contract.

Article 9 Closed days

1. Monthly Members shall be allowed to enter the facility 24 hours a day, 365 days a year. However, the 11F co-working space and each paid space can only be used during the hours listed in Attachment 1, see Annex “C“.
2. Notwithstanding the preceding paragraph, the company shall stop using all or part of the Service, set a temporary closed day and take other measures if it is necessary on management of  the facility or it is determined to be difficult to provide the Service due to power outage or other reasons. In such a case, the Company shall promptly notify the Monthly Member of the details of the suspension of the use or temporary closing days or the measures taken by the company.
3. The method of notification in the preceding paragraph shall be the posting on the homepage designated by the Company, or posting in writing in the Facility, or sending e-mail to the e-mail address registered by the Monthly Member, or any other method which the Company deems appropriate.
4. Even if the Facility is deemed temporarily closed on a day in accordance with paragraph 2 of this Article, Monthly Members shall not be allowed to claim reductions in usage fees or other damages.

Article 10 Items to be observed when using the facility

1. Monthly Members shall comply with this Agreement and Various rules established by the Company and use the Facilities and common areas of the building with the care of a good manager.
2. Monthly Members must comply with this Agreement and Various rules.

Article 11 Monthly usage fee and Common fee and Administration fee

1. As a consideration for the provision of this Service, the Monthly Member shall pay the Company the Monthly usage fee and Common fee/ Administration fee specified in Attachment 1 according to the member type. Even if a Monthly Member does not actually use the facility, the Monthly Member must pay the Monthly usage fee and Common fee/ Administration fee during the validity period of the Monthly Membership Contract. In addition, even if the number of installed equipment that can be used by Monthly Members decreases, Monthly usage fees and Common fee/ Administration fee will not be reduced.
2. Monthly Members are required to pay the Monthly usage fee and the Common fee/ Administration fee for the current month by the end of the previous month. Even if the Monthly Membership Contract ends in the middle of the month, the Company will not reduce or refund the Monthly usage fee and Common fee/ Administration fee by prorating.
3. Notwithstanding the preceding paragraph, the Monthly usage fee and Common fee/ Administration fee for the first month will be calculated on a per diem basis according to the usage period, and will be paid together with the Admission fee and deposit by the date specified separately by the Company.
4. If the Monthly usage fee or Common fee/ Administration fee is changed during the contract period, the Monthly Member must pay the changed Monthly usage fee and Common fee/ Administration fee from the month following the month in which the change is made.
5. Notwithstanding the preceding paragraph, for Monthly usage fees and Common fee/ Administration fee that are due within 3 months from the admission date, the Monthly usage fees and common area fee/ Administration fee as of the admission date shall be paid. 
6. Payment of Monthly usage fee, Common fee/Administration fee, Admission fee, and deposit will be automatically debited from the bank account designated by the Monthly Member or bank transfer or settled by the check. However, the Monthly Member may change the payment method after concluding the Monthly Membership Contract upon consultation with the Company.
7. Regarding the preceding paragraph, in the case of automatic debit settlement from a bank account, the transfer fee shall be borne by the Monthly Member.

Article 12 Cost Burden

1. The Monthly Member must pay the expense listed below with burden and responsibility:

(1) Expenses for repair or replacement when the Monthly Member damages, intentionally or by negligence, furniture (including but not limited to installed equipment) installed in the facility.

(2) Fees for using the paid services listed in Attachment 1, see Annex ”C”.

2. The cost of the preceding paragraph shall be paid by the same method as in paragraph 7 of the previous article.

Article 13 Repair costs

1. The Company will endeavor to maintain the facility relating to electrical equipment, equipment for water supply and fire protection system, and information equipment. In case other management needs are required, the Company shall carry out appropriate maintenance and repairs, and bear the cost is assumed.  
2. Regardless of the preceding paragraph, the Monthly Member shall bear the repair cost if the above-mentioned repair is necessary due to the intention or negligence of the Monthly Member.
3. If the Company performs maintenance or repairs in accordance with paragraph 1, the Company will notify in the homepage designated by the Company, or post in writing at the Facility, or sending e-mail to the e-mail address registered by the Monthly Member, or the use of any other method which the Company deems appropriate one day prior to the actual day of repair to be carried out. 
4. When the Company carries out the maintenance/repair of Article 1, as well as the modification or extension of the Facility and the installed equipment, the Company can suspend the use of all or part of the Facility for Monthly Members as necessary.
5. In the case of the preceding paragraph, the Monthly Member shall cooperate with the Company and cannot claim compensation, etc., for any reason.

Article 14 Meeting in facility

1. In the co-working space on the 11th floor of this facility, if a monthly member who has obtained the Company’s consent to conduct a reserved meeting for the purpose of explaining their products, etc. (hereinafter referred to as “In-Facility Meeting”), the Company may temporarily limit the use of all or part of the facility by the monthly member from anytime for the purpose of preparing for or conducting a meeting in the facility, and the monthly member shall agree to this without objection.
2. The Company shall notify the Monthly Members of the schedule for holding In-Facility Meeting by the method specified by the Company.
3. If the Monthly Member wishes to hold an In-Facility meeting on his/her own, he/she can discuss the details of the In-Facility Meeting with the Company in advance, and only if the Company has consented can the In-Facility meeting be held. In this case, the Monthly Member will have to pay the Company the space charter fee at the time of holding the meeting separately specified by the Company.
4. In addition to the provisions of each of the preceding paragraphs, the Company can take measures that are deemed necessary for the implementation of In-Facility meetings, and Monthly Members will comply with these without any objection.
5. Monthly Members agree to the guest policies specified in the following items.

(1) Visitors other than Monthly Members (hereinafter referred to as “Guests”) can use the Facility only when invited by Monthly Members.

(2) The Monthly Member shall be responsible for all the acts of its/his/her Guests. Any liability, loss, and/or damages caused by the Guest shall be borne solely by the Monthly Member.

(3) Guests invited by the Monthly Member must complete the prescribed entry procedures at the reception (11F reception) before using the facility.

(4) A fee of PHP 400 shall be paid for each guest who uses the facility (available area is limited to 11F co-working space only) for more than 2 hours between 9AM and 6PM.

(5) The Guest’s usage fee will be collected at the same time when the neck strap lent to the Guest by the Company at Reception has been returned with paragraph 5 (3).

(6) Guests may only use the Facility during normal business hours (9AM-6PM).

(7) Guests can use the installed equipment (water server, copy machine, etc.) within the extent available to the Monthly Member who invited the guest.

Article 15 Prohibited matters

The Company prohibits the Monthly Members from performing the following acts or acts similar thereto without the consent of the Company, and if the Monthly Members perform the prohibited acts, the use of the Facility will be suspended, and the membership can be taken away together, and other measures can be taken without prejudice to other rights to which the Company is entitled under the law:

(1) Entering the off-limits area of ​​the facility.

(2) Performing acts that generate noise (playing unauthorized music or TV Internet broadcasting that disturbs other users without using headphones), vibration, odor, etc. that may disturb other Monthly Members and other third parties who use the Facility.

(3) Soliciting for other Monthly Members and other third parties using the Facility for religion, politics, network business, etc.

(4) Placing personal items on desks, chairs, etc. set up in common areas, occupying them for more than one hour (including reservation of seats or work areas). In the event that the Company determines that a personal item left unattended for an extended period of time interferes with the use of other members, or is deemed to be a forgotten item, the Company shall move the personal item in question to another location and store it for one week from the date of discovery. When the owner of the item is unknown and the storage period has expired, the company notifies Monthly Members after turning in the valuable items to the local police station. In the case of the Items other than valuables, the company destroys it. 

(5) Eating or smoking outside the designated area of ​​the Facility.

(6) Using the Facility while being intoxicated.

(7) Laying down in the Building and Facility

(8) Using the passenger escalator or passenger elevator in the building to carry items other than baggage without the Company’s approval.

(9) The act of bringing or raising animals in the building or the facility. However, guide dogs, hearing dogs, service dogs, etc., who have signed the Application Form for Assistance Dog Companion (see Annex “J“) at the reception desk, are excluded.

(10) Advertising, such as signs and posters on the passageway, stairs, corridors, and outer walls of the building and the Facility without permission of the Company.

(11) Performing sales activities such as product sales, religious activities, or political activities without permission from the Company.

(12) Using fire or bringing in fire etc. in the building and the Facility.

(13) Bringing bicycles, motorcycles, cars, etc. into the building or the facility without the permission of the Company. Please note that there is no parking space available for Monthly Members within the building and facility.

(14) Use of premises in nude or nudity-inspired clothing or underwear, clothing which contains political or religious messages, or clothing that may be harmful to other members.

(15) Within the facility, conducting transactions involving the sale and repair of goods, and other transfers of money, or transactions involving an unspecified number of persons.

(16) Behaving in violation of laws and ordinances in the facility.

(17) Conducting acts that violate public order and morals, or other acts that the Company deems inappropriate.

(18) Allowing guests to use the Facility beyond normal business hours (9AM-6PM) without notifying the Company.

(19) Performing fraudulent acts such as network wiretapping and data theft.

(20) Conducting web conferences using telephone, Skype, etc. that may interfere or interrupt the work of other members.

(21) Mining cryptocurrencies.

(22) Using the facility as a residence.

Article 16 Obligation to notify changes

1. The Monthly Member must notify the Company in writing and submit the documents required by the Company within ten (10) days from the date of the change if any of the following items is changed.

(1) Contents of ID or General Information Sheet submitted by the Monthly Member at the time of Monthly Membership Contract.

(2) Name or business name, current address, telephone number, email address of Monthly Member.

2. The Company shall not be responsible to Monthly Members even if the documents etc. sent by the Company are delayed or do not arrive and any damage was caused to the Monthly Members due to the Monthly Member’s failure to submit the notification in the preceding paragraph.

Article 17 Delayed damages

If the Monthly Member does not fulfill the financial obligation under this Agreement, Various Rules or ancillary contracts by the specified date, damages due to the delay at the rate of 14.6% per year (proportionally calculated with 365 days per year), counted from the day after the due date until the fulfilment date, shall be added to the delayed amount then paid to the Company.

Article 18 Compensation of Damages

If the Monthly Member intentionally or negligently damages the building, the Facility, the Company or another third party (damage, breakdown, burnout, lawyer fee, etc.), the Monthly Member must promptly notify the Company of such fact and, in accordance with the request, immediately compensate the damage. In addition, in the event of damage to a third party other than the Company, the Monthly Member must deal with it in good faith and resolve it responsibly, and the Company assumes no responsibility.

Article 19 Disclaimer

The Company shall not be liable for any damage incurred by a Monthly Member due to any of the following items.

(1) Damages caused by earthquake, flood, fire, power outage, mob or theft.

(2) Damages due to damage, breakdown or system trouble of communication equipment such as IT infrastructure and other equipment caused by reasons that cannot be attributed to the Company.

(3) Damages incurred by other Monthly Members or other third parties.

(4) Damage caused by maintenance inspections and repairs of the Facility and installed equipment based on Article 13.

(5) Damage in relation to the package received by the Company based on the option contract for receiving mail, without our willfulness and negligence.

(6) Other damages caused by the operation of this service without our intention or negligence.

Article 20 Termination of Agreement due to force majeure

The Monthly Membership Contract and ancillary contracts may be terminated if, due to natural disasters and other reasons that cannot be attributed to the Company and Monthly Members, it is impossible to provide this Service due to loss or damage of all or part of the Facility, or, if it becomes extremely difficult. In such cases, the Company and the Monthly Member shall not be able to claim the damage suffered to the other party.

Article 21 Cancellation of contract

If the Monthly Member or its/his/her authorized representative performs any of the following acts, the Company can immediately cancel the Monthly Membership Contract without any notice or other procedure for the Monthly Member.

(1) When the Monthly Member or its/his/her authorized representative makes a fraudulent statement or other wrongdoing when concluding the Monthly Membership Contract.

(2) In case the Monthly Member violates the notification requirement of the changes in Article 16.

(3) When the Monthly Member has not paid the usage fee and other expenses specified in this Agreement or Various Rules as promised.

(4) When the prohibited items in each item of Article 15 are violated by the Monthly Member or its/his/her authorized representative.

(5) When there is a violation of this Agreement, Various Rules and in-Facility rules by the Monthly Member or its/his/her authorized representative.

(6) When there is a fact which results in the Monthly Membership losing credibility.

(7) When a petition for seizure, maintenance application, auction petition, bankruptcy, civil rehabilitation, corporate reorganization is filed by a third party against the Monthly Member or its/his/her property. And when the Monthly Member or its/his/her property petition for bankruptcy, civil rehabilitation, corporate reorganization is filed.

(8) When a credit card payment of the Monthly Member is not approved, tax delinquency is disposed of, or similar credit deterioration occurs.

(9) When the business of the Company is closed or dissolved.

(10) When a Monthly Member is appointed as a guardian, start judge, supporter start judge, assistant start judge, and/or voluntary guardianship supervisor (the effect of the proxy of the voluntary guardian takes effect).

(11) When a Monthly Member (including corporate officers under a corporation, the same shall apply hereinafter in this Article) is punished in accordance with law.

(12) When a Monthly Member is arrested, detained or prosecuted.

(13) When an act that damages the Company’s honor or credit is performed.

(14) When interfering with business of the Company, other Monthly Members or users of the Facility.

(15) When a Monthly Member dies or disappears.

(16) When the Company determines that any other act similar to the preceding items has been performed or may be performed.

2. If the Monthly Membership Contract is canceled in accordance with the preceding paragraph, the Monthly Member will be responsible for all damages suffered by the Company, without prejudice to any right to which the Company is entitled under the law.

Article 22 Special rules for Office Members

1. For Office Members, when the Monthly Membership Contract ends by expiry of contract period, cancellation, and other reasons, or, when the membership type is changed, by the end of the Monthly Membership Contract or change date (hereinafter referred to as “Office use end date”) of membership type, the office section shall be handed over to the Company after the original condition is restored. 
2. In the case of the preceding paragraph, works and other equipment installed by Office Members in the office section and furniture and equipment owned by Office Members are to be collected by the Monthly Members at their own expense, and they cannot request the Company to purchase the same.
3. Office Members must secure a contractor designated by the Company to restore the original condition of the room as stipulated in the preceding two paragraphs.
4. If an Office Member does not surrender the office area by the end date of office use, the Company can take measures to restore the original condition, and the Office Member shall pay the cost required for restoration to the original condition according to the request of the Company. If there is a property left by an Office Member in the office section, the Company will consider the ownership of the same as abandoned by the Office Member.
5. When an Office Member does not give up the office section by the end date of office use, from the day after the end of office use until the delivery has been completed, the Office Member shall pay the Company double the total amount of Monthly usage fee and Common fee / Administration fee as equivalent to damages. And if the Company suffers more damage due to delivery delay, the Office Member must compensate for the same.

Article 23 Elimination of antisocial forces

1. Monthly Members shall represent and guarantee the following:

(1) The Monthly Member’s officers, employees, etc., parent companies, subsidiaries, or affiliated companies (hereinafter collectively referred to as “Target Persons”)  are not applicable to members of gangs, gang-related companies, general meeting houses (hereinafter collectively referred to as “Antisocial Forces”)

(2) Monthly Members shall not allow Antisocial Forces conclude a Monthly Membership Contract using their own Monthly Member names.

2. In addition to the preceding paragraph, Monthly Members represent and warrant that the Target Persons will not directly or indirectly carry out the following actions:

(1) Acts of using this facility as an office of anti-social forces and other activities.

(2) Fraudulent acts, violent acts, threatening rhetoric, or unreasonable demands that exceed legal liability, using yourself or a third party.

(3) Acts that interfere with our business.

(4) Introducing capital and funds and building relationships, regardless of name from antisocial forces.

(5) Act of providing funds to antisocial forces, regardless of name.

(6) Antisocial forces involved in the business of Monthly Members.

3. If the Company determines that the Monthly Member violates the preceding two paragraphs, all contracts between the Company and the Monthly Member can be canceled without any notice or other procedure. The Monthly Member shall not make any objection to this.
4. The Company shall not be liable even if the Monthly Member suffers a loss due to cancellation of the Monthly Membership Contract or other contracts based on the preceding paragraph.
5. If the Monthly Membership Contract is canceled in accordance with paragraph 3, the Monthly Member will be responsible for compensation for damages suffered by the Company.

Article 24 Confidentiality

1. The Company and the Monthly Members agree that the terms of the Monthly Membership Contract and ancillary contracts, contract conditions and other contract details, and other personal information of the Monthly Members (“Data Privacy Act or Republic Act No. 10173”. The same shall apply hereinafter) shall not be made public to any third party. However, it does not apply when any of the following items is applicable.

(1) When it is required to disclose information to government agencies, stock exchanges or other public institutions due to laws and regulations.

(2) When information must be disclosed to the extent necessary for management and operation of this service.

2. The Company strictly manages personal information disclosed by Monthly Members.
3. Monthly Members shall endeavor to keep confidential business information disclosed by other members confidential, and should any trouble occur between members, the Company shall not be held responsible and shall resolve it between the members.
4. The provisions of this article shall be effective for one (1) year after the termination of the Monthly Membership Contract.

Article 25 Separability

The invalidity and unenforceability of any portion of this Agreement by law or otherwise will not and shall not be deemed to affect the validity of any other provision. In the event that any provision of this Agreement is held to be invalid or unenforceable, the parties apply the provision as reasonably construed to make it the closest valid or enforceable provision to its purpose.

Article 26 Governing law and court of jurisdiction

It is the intention of the parties that this Agreement and the performance under this Contract, and all suits and special proceedings under this Agreement, be construed in accordance with and under and pursuant to the laws of the Philippines and that, in any action, special proceeding or other proceeding that may be brought arising out of, in connection with, or by reason of this Agreement, the laws of the Philippines shall be applicable and shall govern to the exclusion of the law of any other forum, without regard to the jurisdiction in which any action or special proceeding may be instituted. In the event of a dispute between the Monthly Member and The Company in connection with the Monthly Membership Contract or ancillary contract, “the court of jurisdiction of Cebu City” is the exclusive court of jurisdiction.

Article 27 Discussion items

Regarding matters not stipulated in this Agreement, the Company and the Monthly Members shall discuss in good faith with each other in accordance with the Civil Code of the Republic of the Philippines and other related laws and regulations.