PoodTrip – Terms of Use

Last updated on 27 May 2020

This PoodTrip application (the “Application”) is provided and operated by Audiowav Media Inc. (the “Company”). The Company provides to you as the “User” or the “Participating Driver” all the contents of this Application and the web-site https://bahay.poodtrip.com/.

As the “User” of or the “Participating Driver” for this Application, you hereby agree and conform to these Terms of Use, which constitutes a legally binding agreement between you and the Company governing your respective use of this Application and the web-site https://bahay.poodtrip.com/, and shall be binding without prejudice (and in addition) to any other written agreements between the User or the Participating Driver and the Company.

These Terms of Use and the contents of the Application and the web-site https://bahay.poodtrip.com/ are originally written in the English language. In the event of any conflict between the English and other language versions, the English versions of these Terms of Use and the contents of the Application and the web-site https://bahay.poodtrip.com/ shall prevail.

1.Definitions

1.1.“Company” means Audiowav Media Inc., a corporation duly organized and existing under and by virtue of the laws of the Philippines, with branch office at Unit 1004 10/F IT Hub, 2251 Chino Roces Avenue, Barangay Bangkal, Makati City

1.2.“Contract” refers to the special contract of private carriage as contemplated under Philippine laws which is automatically entered into between the Participating Driver and the User upon the acceptance by the Participating Driver of the User’s Order through the Application. The Contract covers the provision of Private Carrier Services and the fulfillment by the Participating Driver of the terms of the Order consisting of, but not limited to, its pick-up from the Participating Restaurant and its delivery to the User, subject to the terms and conditions expressly provided in Annex “A” hereof.

1.3.“Merchant Agreement” refers to the agreement executed between the Company and the Participating Merchant defining the terms and conditions of their business relationship under this Application.

1.4.“Order” refers to the proposal submitted by the User, through the Application, to engage Private Carrier Services for the pick-up and delivery of food/dish items from a Participating Merchant to the User; and for compensation in favor of the Participating Driver in terms of delivery fees as indicated in the Application and under terms and conditions provided in Annex “A” hereof.

1.5.“Participating Driver” means a licensed driver in the Philippines, or in such other countries where this Application is being provided by the Company, not registered as a common carrier or otherwise engaged in business as such, who has signed-up with and was accredited by the Company as part of a pool of drivers who may be willing, at his/her sole discretion, to provide Private Carrier Services to the User based on the Contract.

1.6.“Participating Merchant” refers to restaurants, eateries and other food establishments in the Philippines, or in such other countries where this Application is being provided by the Company, who had signed up and executed a Merchant Agreement with the Company as partners under this Application.

1.7.“Privacy Policy” refers to the policy provided by the Company for the processing of the personal information of the Users and the Participating Driver; which the User or the Participating Driver agrees with and conforms to at the same time he/she agrees with and conforms to to these Terms of Use of the Application.

1.8.“Private Carrier Services” means the services provided by a Participating Driver for the account of the User, which includes the pickup, transportation and delivery of the User’s Order from the Participating Merchant to the delivery location of the User.

1.9.“User” means any natural or juridical person who installs a copy of the Application on a mobile device, agrees with and conforms to these Terms of Use and the Privacy Policy of the Application and submits an Order through the Application for Private Carrier Services to be performed in the Philippines or in such other countries where this Application is being provided by the Company.

2.Use of the Application

2.1.User or the Participating Driver is permitted to install a copy of the Application in User’s or the Participating Driver’s mobile device for use in the Philippines, or in such other countries where this Application is being provided by the Company, provided that User or the Participating Driver shall not use the Application or the Services detailed below in Clause 2.5 for any commercial purposes. Other than the privilege to use the Application as herein provided, no other right is granted to the User or the Participating Driver and the ownership of the Application and all other intellectual property rights are hereby expressly reserved for the Company.

2.2.User or the Participating Driver shall not:

2.2.1.Rent, lease, sublicense, distribute or transfer copies of the Application or the privilege for the use of the Application to any third parties;

2.2.2.modify, adapt, reverse engineer, decompile, disassemble, translate the Application or create derivative works based on the Application;

2.2.3.interrupt the normal operation of the Application, or use any methods to export or modify the source code of the Application;

2.2.4.upload or send out any kinds of computer viruses, worms, trojans, or malicious codes;

2.2.5.install and/or execute the Application on any device other than the mobile device running the operating systems approved by the Company.

2.3.The Application is delivered to Users and the Participating Drivers on an “as is” and “as available” basis. Although the Company has used its best efforts to make the Application work properly on mobile devices, the Company does not warrant the performance of the Application nor the compatibility of the Application with the Users’ or the Participating Driver’s mobile devices.

2.4.User may use the Application to submit a proposal to engage Private Carrier Services for the pick-up and delivery of food/dish items from a Participating Merchant to the User; and the Participating Driver may use the Application to accept the User’s proposal for compensation in favor of the Participating Driver in terms of delivery fees as indicated in the Application and under terms and conditions provided in Annex “A” hereof.

2.5.The Company provides platform services to facilitate the perfection and performance of the Contract between the User and the Participating Driver (hereinafter referred to as the “Services”), as follows:

2.5.1.the computation and determination of the costs of the Order, the delivery fees and other charges, if any, for the fulfillment of the Order;

2.5.2.the publication of the details of the Order to eligible Participating Drivers for their acceptance;

2.5.3.upon the acceptance by a Participating Driver of the Order, the transmission to the User of the details of the Participating Driver who has accepted the Order;

2.6.The Orders submitted through the Application are completely and independently fulfilled by the Participating Driver pursuant to the Contract with the User. The Company is not a party to the Contract.

2.7.The Company reserves the right, but shall not be obliged, to pursue investigations and/or inquiries on the conduct and/or alleged violations by a Participating Driver based on User’s reports or complaints, and to impose appropriate penalties or consequences on the Participating Driver at the sole and absolute discretion of the Company.

2.8.In the rare event where any information provided to the User at the time the Order is booked (whether via this Application or the website https://bahay.poodtrip.com/) is inaccurate, or if the Company otherwise is of the view that it is appropriate to cancel the Order of the User, the Company reserves the right to cancel the Order.

 

3.Determination of Costs, Fees and Other Charges

3.1.The User will be charged, at the time of the Participating Driver’s acceptance of the Order, the total costs for the Order consisting of the costs of the food/dish items as determined by the Participating Merchant and the delivery fees in favor of the Participating Driver as indicated in the Application. Of the total delivery fees paid by the User as a result of the completed delivery of the Order, ninety percent (90%) shall be for the benefit of the Participating Driver, while ten percent (10%) shall be received by the Company for and in consideration of the provision of the Services.

3.2.Additional charges, including but not limited to toll, parking fees and such other fees and expenses which are necessary, related or incidental to effect the pick-up and delivery of the Order to the User shall be for the User’s exclusive account and are not included in the total costs of the Order mentioned in Clause 3.1. The Participating Driver is obligated to present the relevant receipts for these additional charges to get these reimbursed by the User as he/she delivers the Order.

3.3.In the event that the Order is not accepted or refused by the recipient or the recipient’s representative/s, the User’s account shall be deleted from the Application and the User’s name shall be blacklisted and blocked should he/she use the Application in the future.

3.4.The User shall pay the Participating Drivers in accordance with the agreed mode of payment selected through the Application upon the submission of the Order.

4.Cancellation of Orders and Refunds

4.1.Online payment Orders - The User has the right to a refund for a cancelled Order only if the Participating Merchant has not yet accepted his/her Order. Should he/she still decides to cancel his/her Order after it has been accepted by the Participating Merchant, he/she understands that no refunds (whether in whole or in part) will be issued to him/her and he/she forfeits the delivery of his/her cancelled Order.

4.2.Cash-on-delivery Orders – The User has the right to cancel his/her Order only if the Participating Merchant has not yet accepted his/her Order. Should he/she still decides to cancel his/her Order after it has been accepted by the Participating Merchant, he/she understands that he/she shall forfeit the delivery of his/her cancelled Order and cash-on-delivery shall be removed from his/her list of available payment methods for his/her future Orders, if he/she remains a holder of a PoodTrip account.

4.3.PoodTrip reserves the right to cancel any Order of the User and/or suspend, deactivate or terminate the User’s PoodTrip account in its sole discretion if it reasonably suspects or detects fraudulent behavior or activity associated with the User’s PoodTrip account and/or with the User’s Orders. In the case of termination, the User’s account shall be deleted from the Application and the User’s name shall be blacklisted and blocked should he/she signs-up and uses the Application in the future.

5.User’s Obligations, Warranties and Undertakings

5.1.User warrants that he/she has the legal capacity to enter into and form contracts under Philippine laws, or under laws of other countries where the Application is being provided by the Company.

5.2.By availing of the Company’s Services, the User conclusively agrees that the Private Carrier Services to be provided by the Participating Driver shall be subject to the terms and conditions herein provided, to those provided in Annex “A” hereof, and to the Privacy Policy of the Company.

5.3.By availing of the Company’s Services, the User shall provide the Company, through the Application, complete and accurate information in submitting the Order, such as the description of the food/dish items for pick-up and delivery included in the Order; the complete details of the Participating Merchant, such as the address, telephone number and the person-in-charge; and the handling instructions for the Order, if any.

5.4.The User warrants that he/she is either the owner or the authorized agent of the owner of the Order, and that he/she is authorized to accept and is accepting these Terms of Use and the Privacy Policy not only for himself but also as agent for and on behalf of the owner of the Order.

5.5.The User shall be responsible for the security of his/her account, shall safeguard any login name/information and password the Company may provide in relation to the use of the Application and the Services and shall not disclose them to third parties, and undertakes to immediately notify the Company if there is any reason to believe that the security of the account has been compromised.

5.6.The User is liable for any loss or damage suffered by the Participating Driver, the Company or any third party as a result of User’s violation/s of these Terms of Use, the Privacy Policy and/or the Contract with the Participating Driver.

5.7.The User agrees to hold the Company free and harmless from any legal liability to any third party as a result of any breach of the User’s obligations under these Terms of Use, the Privacy Policy and/or the Contract with the Participating Driver.

6.Disclaimer

The User or the Participating Driver hereby expressly agrees and acknowledges that:

6.1.The Company does not provide delivery or transportation services, and except to the extent that it provides the Services as defined herein, does not perform, manage, supervise or control the Private Carrier Services which are completely, exclusively and independently performed by the Participating Driver.

6.2.The Company is a technology company and is not, and does not represent itself to be, engaged in the activities of a common or private carrier or a public utility.

6.3.The Company does not warrant the availability of Private Carrier Services and the availability of  Participating Driver as may be requested by the User in an Order, the accuracy of the data or information provided as part of the Services, or the quality of the Private Carrier Services and the condition of the delivery vehicles provided by the Participating Driver.

6.4.The Company shall not be liable to the User for any damages, claims or costs whatsoever including any consequential, indirect or incidental damages; or damages to their mobile devices as a result of their installation and/or use of the Application, or their use of the Services or the Private Carrier Services using the Application, even if the Company or its representative has been advised of the possibility of such loss, damage or claim from the User.

6.5.The Company is not the agent, principal, partner or employer of Participating Drivers or the Users.

6.6.The rights, obligations and remedies between the User and the Participating Driver are set forth in their Contract, which is hereby expressly acknowledged by the User and the Participating Driver as a special contract of private carriage of food/dish items, as contemplated under the laws of the Republic of the Philippines, or under the laws of such other countries where the Application is being provided by the Company. The Company shall not be liable for any loss or damages, including any injury which the User or the Participating Driver may suffer as a result of the provision of the Private Carrier Services contracted by the User from a Participating Driver using the Application.

7.Personal Data and Privacy

7.1.The User and the Participating Driver may be required to submit personal data to the Company in order to create an account and use the Application, and the User and the Participating Driver confirm that the personal data he/she so provided are true, correct and up to date.

7.2.The User and the Participating Driver agrees to the Company’s Privacy Policy and acknowledges that the Company is entitled to collect, use, keep, store, update and otherwise process his/her personal data to such extent, for and at such time periods, as may be necessary for the Company to provide the Services, fulfill its contractual obligations related to the provision of the said Services. Specifically, the submitted personal data may be used for or in (a) the publication of an Order from the User for acceptance by the Participating Driver; (b) the confirmation/ clarification of the Order information between the User and the Participating Driver; (c) tracking the booked pick-up and delivery of the Order; (d) determining compliance with the terms and conditions of these Terms of Use and the Privacy Policy; (e) addressing User complaints against the Participating Driver; (f) verifying the truthfulness of the submitted personal data; (g) compliance with legal process and investigation; and (h) such other acts or procedures which are reasonably necessary or connected with the provision of the Services.

7.3.The User agrees that the Company shall not be liable for any misuse by the Participating Driver of the User’s personal data.

7.4.The User will receive and use the Participating Driver’s personal data (Participating Driver’s submitted name and contact number) for the purpose of completing the pick-up and delivery of the User’s Order pursuant to the respective obligations of the User and the Participating Driver under their relevant Contract.

7.5.The User shall not use the Participating Driver’s personal data for any illegal acts. The User agrees that he will be liable to the Participating Driver for any misuse of the Participating Driver’s personal data, and he/she agrees to hold the Company free and harmless from the misuse of the Participating Driver’s personal data.

8.Rules of Usage of the Application

8.1.The User and the Participating Driver shall not utilize the Application for or to promote any illegal acts.

8.2.The User and the Participating Driver shall not use the Application to produce any email advertisements or spam emails.

8.3.The User and the Participating Driver shall not use the Application in any way to track, stalk, harass or hurt any person.

8.4.The User and the Participating Driver shall not in any way interrupt/destroy the operation of the Application or the servers/network linked with the Application, or to violate the network requirements, process, or these Terms of Use and the Privacy Policy.

8.5.The User and the Participating Driver shall not use the Application in another person’s name without consent of its owner.

9.Confidentiality Agreement

9.1.The Company owns or controls all the intellectual property rights, proprietary information and other Confidential Information relating to the Company, the Application and the web-site https://bahay.poodtrip.com/.

9.2.Confidential Information include, but are not limited to, any information that is not of public knowledge and the intellectual property rights and proprietary information owned by the Company in relation to the Application, the Services and the web-site https://bahay.poodtrip.com/.

9.3.In the course of the use of the Application and/or provision by the Company of the Services, the User or the Participating Driver may become aware of intellectual property rights and proprietary information and other Confidential Information relating to the Company, the Services and the web-site https://bahay.poodtrip.com/. The User or the Participating Driver agrees that the disclosure of these Confidential Information to any third party, and in particular to a competing business entity, would cause serious loss and damage to the Company’s business interests.

9.4.The User and the Participating Driver agree that he/she shall not use such Confidential Information to his/her advantage in his/her own business or affairs, and/or to the detriment or prejudice of the Company and/or its representatives.

10.Miscellaneous

10.1.Non-circumvention - The User hereby agrees for himself or herself, their officers, and any related parties, that they will not, directly or indirectly, contact, deal with or otherwise become involved with the Participating Drivers for the purpose of avoiding the payment to the Company of delivery fees, or otherwise, without the specific written approval of the Company.

The Participating Driver hereby agrees, for himself or herself, that he/she will not, directly or indirectly, contact, deal with or otherwise become involved with the Users for the purpose of avoiding the payment to the Company of delivery fees, or otherwise, without the specific written approval of the Company.

10.2.Update and/or Amendment - By agreeing to these Terms of Use and the Privacy Policy, the User and the Participating Driver agree that the Company may from time to time update and/or amend these Terms and Use and the Privacy Policy by posting such updatings and/or amendments and additional terms and conditions on the website and/or by sending push notifications through the Application. The User and the Participating Driver agree that any such updatings and/or amendments to the Terms of Use and the Privacy Policy made by the Company shall be binding upon him/her, without the need of any confirmation from the User and the Participating Driver whatsoever.

10.3.Entire agreement - The User or the Participating Driver acknowledges that he/she has read these Terms of Use and the Privacy Policy, as may be updated and/or amended from time to time, understood it and agreed to be bound by their terms, and further agrees that these Terms of Use, together with any document referred to herein in connection herewith, constitutes the whole agreement and is the complete and exclusive statement of the Terms of Use between the Company and the User or the Participating Driver with respect to the subject matter hereof, which supersedes all proposals, and all other communications, regardless of the form thereof, between the Company and the User or the Participating Driver relating to the subject matter of these Terms of Use. No representation, promise or inducement has been made by the Company that is not embodied in these Terms of Use.

10.4.Governing Law - These Terms of Use shall be governed by and construed in accordance with the laws of the Republic of the Philippines.

Except, where applicable, the Contracts entered into and the Private Carrier Services availed of between the Users and the Participating Drivers outside of the Philippines shall be governed by and construed in accordance with the laws of such other countries where the Application is being provided by the Company.

10.5.Venue of Action - In the event of any dispute, controversy, or claim arising from or relating to these Terms of Use, or the interpretation thereof, or any arrangements relating thereto or contemplated therein, or the breach, termination, or invalidity thereof, the parties in the Philippines hereto agree that venue shall be exclusively and properly set in the courts of Makati City, Philippines; to the exclusion of all other courts.

Where applicable, venue of action in such other countries where the Application is being provided by the Company shall be those relevant courts in such countries.

10.6.Assignment - The Company reserves the right to assign any or all of its rights, duties and obligations hereunder to any third party without need of notice to or consent from the User and the Participating Driver. The User or the Participating Driver may not assign his/her rights and obligations under these Terms of Use without the prior written consent of the Company.

10.7.Non-waiver - Failure by the Company to exercise any or all of its rights hereunder, or any partial exercise thereof, shall not be construed as a waiver of such rights, and the Company may, at any time, exercise any or all of the rights and discretions granted to it hereunder, or by the laws, without having to wait for the occurrence or re-occurrence of another or similar event which gives rise to such rights.

10.8.Severability - If any provision of these Terms of Use is or becomes invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect, and for the invalid, illegal or unenforceable provision shall be substituted a valid, legal and enforceable provision which shall be as similar as possible in economic and business objectives as intended by the parties.

Annex “A”

Terms and Conditions of the Special Contract of Private Carriage of Food/Dish Items Between the User and the Participating Driver

The User, by the submission of his/her Order using the Application and his/her acceptance of the computation provided by the Company of the total costs of the Order and the delivery fees for the said Order; and the Participating Driver, by his/her acceptance of the Order; hereby agree to be bound by this special contract of private carriage of food/dish items (the “Contract”), subject to the terms and conditions hereinafter provided:

1.Definitions and Interpretation

1.1.Capitalized terms used in this Contract shall bear the meaning provided under the Terms of Use for this Application.

1.2.In case of conflict between the provisions of this Contract and the Terms of Use for this Application, the rights, duties and obligations and remedies between the User and the Participating Driver shall be governed by this Contract.

2.Special Contract of Private Carriage of Food/Dish Items

2.1.This Contract shall take effect automatically between the User and the Participating Driver upon the acceptance by the Participating Driver of the User’s Order and without the need of confirmation from either party whatsoever.

2.2.For and in consideration of the payment by the User of the total costs charged by the Participating Merchant for the Order and the delivery fees as computed through the Application, the Participating Driver shall provide the Private Carrier Services for the account of the User in accordance with the terms indicated by the User in the Order.

2.3.The User shall pay the Participating Driver in accordance with the agreed mode of payment selected through the Application upon the submission of the Order.

2.4.In the event that the Order is not accepted or refused by the recipient or the recipient’s representative/s, the User’s account shall be deleted from the Application and the User’s name shall be blacklisted and blocked should he/she signs-up and uses the Application in the future.

2.5.It is expressly understood that this Contract exclusively covers the carriage of food/dish items as specified in the Order so booked by the User and accepted by the Participating Driver through the Application.

2.6.The User and the Participating Driver acknowledge that any payment to the Participating Driver is made exclusively for the provision of Private Carrier Services and covers the total costs of the Order charged by the Participating Merchant and the delivery fees.

3.Participating Driver’s Warranties; Duties and Obligations

3.1.The Participating Driver warrants that he/she is a duly licensed driver in accordance with the laws of the Republic of the Philippines, or in accordance with the laws of such other countries where this Application is being provided by the Company and that he/she is the registered owner or the authorized driver of the delivery vehicle to be used in this Contract.

3.2.The Participating Driver shall be responsible for the security of his/her account, shall safeguard any login name/information and password the Company may provide in relation to the use of the Application and the Services as a Participating Driver and shall not disclose them to third parties, and undertakes to immediately notify the Company if there is any reason to believe that the security of his/her account has been compromised.

3.3.The Participating Driver undertakes to personally execute the duties and obligations of the private carrier under this Contract.

3.4.The Participating Driver represents and warrants to the User that he/she has the special skills, appropriate delivery vehicle and sufficient property to perform the Private Carrier Services under this Contract and in accordance with the instructions of the User as indicated in the Order.

3.5.The Participating Driver undertakes to faithfully comply with the Participating Driver’s Code of Conduct and with the terms and conditions of this Contract.

3.6.The Participating Driver agrees that he/she may be reported by the User to the Company for any violation of this Contract, and after due inquiry by the Company, may be penalized for his/her violation of the terms and conditions of this Contract and that he/she may be off-boarded from the Application as a consequence thereof.

3.7.The Participating Driver warrants that he/she is not engaged in the business of a public utility or a common carrier, and that he/she is not an employee, representative, agent, principal or officer of the Company.

3.8.The Participating Driver shall exercise the diligence of a good father of the family to transport and deliver the Order. He/She shall take reasonable precaution to prevent unauthorized persons from accessing the Order. He/She shall take reasonable precaution against loss of or damage to the Order while in transit.

3.9.The Participating Driver shall use reasonable effort to deliver the Order according to the instructions of the User and the estimated time of arrival so dictated by the Application. The Participating Driver shall not be liable (whether in contract, tort or otherwise) for any delays in effecting delivery thereof for whatever reasons, unless the delay is directly caused by the gross negligence or fault of the Participating Driver.

3.10.The Participating Driver shall not be liable for any loss or damage arising from or in connection with the User’s violations of warranties and obligations as stated in the Terms of Use and the Privacy Policy of this Application or in this Contract.

3.11.The Participating Driver shall not be liable for any delay in the delivery of the Order, loss of or damage to the Order due to force majeure, or any acts or omissions of any party other than the Participating Driver.

4.User’s Warranties; Duties and Obligations

4.1.The User warrants that he/she has the legal capacity to enter into this Contract under the laws of the Republic of the Philippines, or under the laws of such other countries where the Application is being provided by the Company.

4.2.The User conclusively agrees that the Private Carrier Services to be provided by the Participating Driver shall be subject to this Contract.

4.3.The User acknowledges and agrees that the Participating Driver is a private carrier, and is not a public utility or a common carrier and thus, the rules pertaining to public utilities or common carriers shall have no application to this Contract.

4.4.The User warrants that he/she has provided complete and accurate information in submitting the Order, through the Application, such as the description of the food/dish items for pick-up and delivery included in the Order; the complete details of the Participating Merchant, such as the address, telephone number and the person-in-charge; and handling instructions for the Order, if any; and agrees that the Participating Driver may rely upon the information provided by the User as true and correct without conducting an independent verification of the same whatsoever.

4.5.The User warrants to the Participating Driver that he/she is either the owner or the authorized agent of the owner of the Order, and that he is authorized to enter into this Contract not only for himself but also as agent for and on behalf of the owner of the Order.

4.6.The User agrees that the Participating Driver is not obliged to open and inspect the Order as picked-up and received from the Participating Merchant, and that Participating Driver shall bear no responsibility or any legal liability resulting from picking-up and receiving food/dish items not contained in the Order.

4.7.The User is liable for any loss or damage suffered by the Participating Driver or any third party as a result of User’s violation/s of this Contract.

4.8.The User agrees to hold the Participating Driver free and harmless from any legal liability to any third party as a result of any breach of the User’s warranties, duties and obligations.

5.Miscellaneous

5.1.Participating Driver’s limited liability - The liability of the Participating Driver to the User for loss or destruction of the Order shall be limited to Two Thousand Pesos (Php2,000.00). The User shall bear the risk of loss if he/she avails of the Private Carrier Services for Orders with a value exceeding this amount. Any and all claims for any loss or destruction of the Order must be submitted by the User to the Participating Driver within one (1) calendar day from the occurrence of the loss or destruction of the Order. Any claim submitted by the User beyond the prescribed time shall be deemed waived.

5.2.Entire agreement - Both parties acknowledge that they have read this Contract, understood it and agreed to be bound by its terms and further agree that this Contract, together with the contents of the relevant Order, constitutes as the complete and exclusive statement of the agreement between the parties with respect to the subject matter hereof, which supersedes all proposals, and all other communications, regardless of the form thereof, between the parties relating to the subject matter of this Contract. No representation, promise or inducement has been made by either party that is not embodied in this Contract, and neither party shall be bound by or liable for any alleged representation, promise or inducement not otherwise contained in this Contract.

5.3.Governing Law. This Contract shall be governed by and construed in accordance with the laws of Republic of the Philippines.

Except, where applicable, the Contract entered into and between the User and the Participating Driver outside of the Philippines shall be governed by and construed in accordance with the laws of such other countries where the Application is being provided by the Company.

5.4.Venue of Action. In the event of any dispute, controversy, or claim arising from or relating to this Contract or the relevant Order, or the interpretation thereof, or any arrangements relating thereto or contemplated therein, or the breach, termination, or invalidity thereof, the parties in the Philippines hereto agree that venue shall be exclusively and properly set in the courts of Makati City, Philippines; to the exclusion of all other courts.

Where applicable, venue of action in such other countries where the Application is being provided by the Company shall be those relevant courts in such countries.

5.5.Severability. If any provision of this Contract is or becomes invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect, and for the invalid, illegal or unenforceable provision shall be substituted a valid, legal and enforceable provision which shall be as similar as possible in economic and business objectives as intended by the parties.

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