GENERAL TERMS AND CONDITIONS



1. DEFINITION OF TERMS

Application. Refers to the website and mobile application of My White Card.

Member. Any individual who uses the My White Card website and/or mobile application who may have not yet registered or has not subscribed to any products and services within the My White Card platform.

My White Card. Refers to Sante Primera Corp. doing business under My White Card.

Partner. Refers to an individual and/or corporate entity who has registered with the My White Card website/mobile application offering a certain product or service using the MY White Card platform and as referred to the Premium Terms.

Premium. The actual services and/or product offered by Partners and purchased and/or availed of by Members using the My White Card platform as evidenced by a Voucher.

Coupon. An electronic document that specifies the products and services offered by the Partner using the My White Card platform providing, among others, the exclusive discount and privileges offered.

2. TERM. This agreement shall be effective as stated in the period stated in the Premium Terms hereof.

Any renewal of this Agreement shall be through written agreement of My White Card and the Partner under mutually agreeable terms.

My White Card has the sole right to pre-terminate this Agreement on grounds based on material breach of the terms and conditions of this Agreement.

3. USE OF PARTNERSHIP

By signing up with My White Card, Partner agrees to provide My White Card Members exclusive discounts and privileges on Premiums as indicated in the Premium Terms. For this purpose, Partner shall ensure, for the duration of this agreement, that such discounts and privileges are only available to My White Card Members.

4. OBLIGATIONS AND GUARANTEES OF PARTNERS

4.1 For the duration of this Agreement, Partner undertakes that the Premium as described in the Premium Terms shall only be offered and made available using the My White Card Application. Such Premium may not be offered outside the My White Card Application. 4.2 For the duration of this Agreement, Partner shall ensure that the Premium as indicated in the Premium Terms is the most affordable among the products and services that it offer. 4.3 Partner shall ensure that the Premium as indicated in the Premium Terms shall be available for the whole duration of this Agreement. In case of unavailability of a certain Premium, Partner shall inform My White Card as soon as practicable. In case a Premium became unavailable after such has already been purchased and/or availed of, Partner shall cause the full refund and/or replacement of equivalent product or services, at the sole election of the Member. 4.4 Partner shall provide My White card of the complete information about the Premium including text and images to be listed in the My White Card platform or to be subject of sales traffic activities provided by My White Card in the format required by My White Card. Partner shall ensure that all content are accurate, complete and up-to date. Any changes in the content previously communicated to My White Card shall be immediately provided. For this purposes, My White Card shall rely on the information provided by the Partner and is not obliged to verify the accuracy, completeness and legality of the information provided. My White card, however, reserves the right to refuse to publish content or any information which are, based on its sole determination, inaccurate, inappropriate, illegal, obscene, violent and/or illegal. 4.5 Partner guarantees that all Premiums offered in the My White Card platform are legal, has passed the required governmental and/or organizational standards, are not prohibited under prevailing laws, rules, regulations, public policy or morals and that the Partner has the right to offer such Premium. My White Card reserves the right to require Partner to submit satisfactory proof for the right to offer and/or sell such Premium as well as the proof of its authenticity, validity, legality, merchantability and passing of required certifications. 4.6 Coupons issued by my White Card pursuant to the Premium Terms shall be honored by the Partner at all times. In case of reports of not honoring the coupons without valid grounds, my White Card shall have the right to suspend the Partner from the My White card platform pending the investigation of the report. 4.7 Partner guarantees that it has obtained the required certifications, licenses, permits, franchise, authorization and/or approvals for the Premiums that it offers using the My White Card platform. 4.8 Partner grants My White Card royalty-free, international, irrevocable, perpetual and non-exclusive right to use, reproduce, perform, display, alter, modfy, re-print, publish and create derivative works over contents, materials and information sent by the Partner for Premium offered using the My White Card platform without need of consent, express or implied. 4.9 Partner allows, without any reservation and liability, to make publicly available reviews and ratings relative to the Premiums and/or performance of the Partner. My White Card shall not be liable for any result, directly or indirectly, for the reviews and ratings made by Members relative to the Partners’ performance. 4.10 When necessary, Partner shall allow My White Card to inspect its facility, after prior notice at reasonable hours of the day, to ensure compliance with the terms and conditions of this Agreement. 4.11 Partner undertakes that it shall not, directly or indirectly, defraud the users and Members of My Whte Card relative to the Premium offered in the platform. 4.12 Partner shall conform with My White Card’s pricing policies in effect. 4.13 Partner shall ensure that all usernames, passwords and/or log-in credentials provided to it shall be secured and shall only be used on accordance with the terms and conditions of this Agreement. 4.14 Partner shall ensure that all information provided by the Members of My White Card shall are protected and shall be considered as confidential information. For this purpose, Partner shall ensure compliance with the Data Privacy Act of 2012, its Implementing Rules and Regulations and other relevant data privacy laws in its jurisdiction. Partner shall render My White Card free and harmless for any breach of personal information due to its non-compliance with the relevant data privacy laws. 4.15 Partner shall report to My White Cards if Premium has already been availed by a Member in its facility within twenty-four (24) hours form fulfillment. 4.16 Partner shall strictly comply with the Return and Exchange Policy of My White Card and shall ensure prompt payment of refund, reimbursement and/or furnishing and /or performance of alternative products and services, as may be determined by My White Card. 4.17 Partner shall render My White Card free harmless from any liability, cost or expenses relative to Premium it offers and/or sells to My White Card users and Members. 4.18 For Payments made through My White Card, Partner hereby authorized My White Card as its payment processing agent. My White Card may charge reasonable Processing Fee and/other fees relative to its performance as Partner’s processing agent. 4.19 Partner shall be responsible and shall ensure payment of taxes, tariffs, duties, fees and other charges relative to the Premium it offers using the My White Card platform. 4.20 Partner shall issue the required tax invoice and Official Receipt to My White Card Members.

5. RELATIONSHIP OF PARTIES

5.1 My White Card and Partner are independent contractors and nothing contained herein shall be deemed to create any association, partnership, joint venture, or relationship of principal and agent or master and servant, or employer and employee between the parties hereto or any affiliates or subsidiaries thereof, or to provide either party with the right, power or authority, whether expressed or implied, to create any such duty or obligation on behalf of the other party. 5.2 My White Card is not a party to the transactions between the Partner and My White Card users and Members. As such, Partner renders My White card free and harmless for claims, damages, demands, taxes and costs relative to the Premium offered in the My White Card platform and the performance of the terms and conditions of this Agreement. 5.3 This Agreement is non-exclusive and My White Card may enter into similar Agreement with other individuals and/or entities. However, Premiums offered by Partner in accordance with the Premium Term/s are exclusive and shall not be offered to any other customers, sales platforms (physical, online or any other application).

6. INTELLECTUAL PROPERTY RIGHTS

6.1 Partner represents and undertakes that it is the owner and has the legal rights, patents, copyrights, marks, trade secret and other intellectual property rights over the Premium it offers in the platform including the content and materials that it provides to My White Card. 6.2 Partner undertakes to render My White Card free and harmless and defend My White Card against any and all claims, expenses, costs, fines, penalties and losses relative to any claim, demand or action for infringement of any intellectual property right on the Premium, content and materials provided to My White Card. 6.3 Partner shall not use any intellectual property right belonging to My White Card without the written consent of My White Card.

7. CONFIDENTIALITY

7.1 Each party hereto agrees to keep secret and confidential all proprietary and other information obtained from any other party hereto, which information is designated or may be considered as confidential by the other party. The parties agree to take all necessary precautions in a manner acceptable to the party furnishing the proprietary or confidential information to keep secret such information and to restrict its use as aforesaid. The above provisions on confidentiality shall survive the termination of this contract by ten (10) calendar years. 7.2 Each Party shall comply with the Data Privacy Act of 2012, its Implementing Rules and Regulations and other relevant data privacy rules and regulations in its jurisdiction. For this purpose, Partner shall enter into a Data Sharing Agreement with My White Card which shall form part and made as an integral part of this Agreement.

8. Trade Secrets or Goodwill

No party shall acquire any rights to or under any good will, trademark, copyright, or other property of the other party. If, during the term of this contract, any such rights should become vested in one party by operation of law or otherwise, said party agrees that it will, on request of the party concerned, or, on termination or expiration of this contract, forthwith assign any and all such rights, together with any good will appurtenant thereto, to such party concerned.

9. DEFAULT.

9.1 An affirmative act of insolvency by a party or the filing by a party of a petition under any bankruptcy, reorganization, insolvency, or moratorium law, or any law for the relief of, or relating to, debtors;

9.2 The filing of any involuntary petition under any bankruptcy statute against a party, or the appointment of any receiver or trustee to take possession of property of a party, unless such petition or appointment is set aside or withdrawn or ceases to be in effect within fifteen (15) calendar days of the date of such filing or appointment;

9.3 A final judgment or the un-appealed decision of a regulatory officer or agency that results in temporary or permanent suspension of any permit or license, possession of which is a pre-requisite to performance by a party under applicable law;

9.4 Failure to make any payment required by this contract on the due date;

9.5 Failure to give anything required by this contract on the due date;

9.6 Failure to render service required by this contract on the due date;

9.7 Any intentional, material misrepresentation of a report that a party is required to make to the other party under this contract;

9.8 Failure to either contest any written report or to correct any condition or practice that is alleged in that report to be a violation of this contract but does not amount to a default under this section, within fifteen (15) calendar days after the report is made;

9.9. If a written report is contested, failure to cooperate in the arbitration procedure provided for in this contract or failure to correct the condition or practice within fifteen (15) calendar days after a decision of arbitrators that such condition or practice does in fact exists.

9.10 If conditions exist or occur that constitute a default of this contract by one or more of the immediately preceding subparagraphs, any and all rights of the party in default under this contract shall automatically terminate.

10. GOVERNING LAW

This Agreement and all implementing agreements contained herein or executed pursuant hereto shall be governed by the laws of the Republic of the Philippines.

11. ARBITRATION/DISPUTE RESOLUTION

11.1 If any dispute arises in connection with this contract, the parties mutually agree and undertake to exert best effort to settle such dispute amicably. Should the dispute remain unresolved notwithstanding efforts at amicable settlement, the dispute shall be settled by arbitration in accordance with the laws of the Republic of the Philippines.

11.2 If for any reason the stipulation for arbitration is not given full force and effect, the parties hereby submit to the exclusive jurisdiction of the trial court of Makati City, Philippines with respect to any dispute or matter arising out of or connected with this contract.

12. GENERAL PROVISIONS

12.1 In case of any conflict or inconsistency between this contract and its annexes, appendices, schedules and exhibits, the provisions of this contract shall prevail.

12.2 Except as specifically stated otherwise herein, this contract does not confer and is not intended to confer rights upon third parties, this contract being personal between the parties.

12. 3 No party hereto shall without the prior written consent of the other, assign any of its rights or delegate any of its obligations under this contract.

12.4 This contract constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and shall supersede any prior expressions of intent or understanding with respect to this transaction.

12. 5 No variation, modification or waiver of any provision of this contract and all implementing agreements contained herein or pursuant hereto or consent to any departure therefrom, shall be of any force or effect unless confirmed in writing and signed by the parties, and then only in the specific instance and for the purpose and to the extent for which it is made or given.

12.6 Each party hereby agrees to execute and deliver all other documents or instruments and to take any action as may be reasonably required in order to effectuate the transaction contemplated under this contract.

12.7 Failure of a party to insist upon strict and punctual performance of any provision hereof shall not constitute a waiver of, or estoppel against, asserting the right to require such performance, nor should a waiver or estoppel in one case constitute a waiver or estoppel with respect to a later breach whether of a similar nature or otherwise.

12.8 If any provision of this contract shall be void or unenforceable for any reason, such provision shall be ineffective to the extent of such voidability or unenforceability without invalidating the remaining provisions hereof, provided however, that the parties shall replace any void or unenforceable provision by a valid or enforceable language as comes nearest to the original provision in economic impact and intent.

12.9 Unless otherwise provided herein, the failure or delay of a party to perform any obligation under this contract solely by reason of acts of God, acts of government, riots, wars, accidents, force majeure, or other causes beyond its control, shall not be deemed to be a breach of this contract. Notwithstanding the foregoing, the party prevented from complying with this contract shall continue to take all actions within its power and control to comply as fully as possible with this contract, and to use its best efforts to remove or remedy the force majeure with all reasonable dispatch. Except where the nature of the event prevents it, the party suffering the force majeure shall notify the other party of such event within three (3) calendar days after its occurrence.

12.10 This contract may be executed in two (2) counter-parts, one copy for each party, where each copy shall be deemed an original copy. Each counter-part may be executed and/or acknowledged at different places and at different times, but each of which taken together shall constitute one contract.

12.11 This contract is written in the English language. In case of conflict between the English language text and any translation thereof, the former shall prevail. The parties hereto recognize that it is impossible to elaborate in advance any operating details of this contract. In discharging their respective duties and obligations hereunder, the parties shall apply the standards of good faith and due diligence, taking into consideration that the main purpose of this contract is to ensure utmost cooperation between and among the parties.

12.13 The parties to this contract shall cooperate with one another in order to achieve the objectives hereof and shall exercise their best efforts to accommodate each other's requests.