Terms & Conditions

2 Dec, 2018

Hello! Gr8 day to you! Welcome to the Gr8life App/ Website. Before proceeding in using this website/ application, kindly read the following terms and conditions carefully. These terms and conditions will govern your use and access to the website/ application. In accessing these mediums, it will be understood that you have agreed to be bound by the Terms of Use, otherwise you will not have access to any of the aforementioned platforms. Gr8life International Corporation (Gr8life) may at any time modify this Agreement, and such modifications shall be effective immediately upon posting of the modified Agreement. You agree to review the Agreement periodically and your continued access or use of the said mediums shall be deemed your conclusive acceptance of the modified Agreement.

Access to and use of password protected and/or secure areas of the website/ application and/or use of other similar Services are restricted to registered and encoded Independent Distributors only. You may not obtain or attempt to obtain unauthorized access to such parts of this website/ application, or to any other protected information, through any means not intentionally made available by us for your specific use.

If you are below 18 years old: you must obtain consent and/or waiver from your parent(s) or legal guardian(s), their acceptance of these Terms of Use and their agreement to take responsibility for: (i) your actions; (ii) any charges associated with your use of any of the Services or purchase of Products; and (iii) your acceptance and compliance with these Terms of Use. If you do not have consent from your parent(s) or legal guardian(s), you must stop using/accessing this website/ application and other available services.

1. Definitions & Interpretation

Definition

a. “Independent Distributor” refers to registered and encoded distributors of Gr8life International Corporation who has paid for the corresponding package and were issued with their respective ________________.

b. “Intellectual Property” means all copyright, patents, utility innovations, trademarks and service marks, geographical indications, domain names, layout design rights, registered designs, design rights, database rights, trade or business names, rights protecting trade secrets and confidential information, rights protecting goodwill and reputation, and all other similar or corresponding proprietary rights and all applications for the same, whether presently existing or created in the future, anywhere in the world, whether registered or not, and all benefits, privileges, rights to sue, recover damages and obtain relief or other remedies for any past, current or future infringement, misappropriation or violation of any of the foregoing rights.

c. “Gr8life”, “we”, “our” and “us” refer to Gr8life International Corporation, a company incorporated pursuant to the laws of Philippines under registration with principal address at 15^th Floor Triumph Square Bldg., 1618 Quezon Avenue, Brgy. South Triangle, Quezon City.

d. “Official Price List” means the list containing all the official products distributed by Gr8life and the corresponding prices as likewise indicated in the website/ application.

e. “Losses” means all penalties, losses, settlement sums, costs (including legal fees and expenses on a solicitor-client basis), charges, expenses, actions, proceedings, claims, demands and other liabilities, whether foreseeable or not.

f. “Materials” means, collectively, all web pages on the website/application, including the information, images, links, sounds, graphics, video, software, applications and other materials displayed or made available and the functionalities or services provided on the website/ application.

g. “Order” means the Gr8life products you ordered through the website/ application in accordance with the Terms & Conditions of Sale.

h. “Password” refers to the valid password that an Independent Distributor may use in conjunction with the Username to access the relevant website/ application and other Services.

i. “Personal Data” shall be deemed to include any data that you have provided to us when you registered or when you were encoded as an Independent Distributor

j. “Platform/ Medium” means (a) both the web and mobile versions of the website operated and/or owned by Gr8life which is presently located at the following URL: www.gr8lifeintlcorp.com; and (b) the mobile applications made available from time to time by Gr8life , including the iOS and Android versions.

k. “Privacy Policy” means the privacy policy set out here (insert link of privacy policy).

l. “Prohibited Material” means any information, graphics, photographs, data and/or any other material that:

** i. contains any computer virus or other invasive or damaging code, program or macro;
** ii. infringes any third-party Intellectual Property or any other proprietary rights;
** iii. is defamatory, libelous or threatening;
** iv. is obscene, pornographic, indecent, counterfeited, fraudulent, stolen, harmful or otherwise illegal under the applicable law; and/or
** v. is or may be construed as offensive and/or otherwise objectionable, in our sole opinion.

m. “Services” means services, information and functions made available by us at the website/ application.

n. “Submission” refers to the submissions made by the independent distributor as will be defined below.

o. “Gr8life policy, rules and regulations” refers to the policy, rules and regulations issued by Gr8life for observance of all of its Independent Distributors.

p. “Terms of Use” means the recitals, all the clauses and any Annexes to these terms and conditions.

q. “Trademarks” means the trademarks, service marks, trade names and logos used and displayed on the website/ application, including the Gr8life trademark, which is property of Gr8life International Corporation.

r. “Username” refers to the unique login identification name or code which identifies an Independent Distributor of Gr8life.

s. “You” and “your” refer to the Independent Distributors of Gr8life.

Interpretation:

Any reference in these Terms of Use to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time. In the Agreement, whenever the words “include”, “includes” or “including” are used, they will be deemed to be followed by the words “without limitation”. Unless expressly indicated otherwise, all references to a number of days mean calendar days, and the words “month” or “monthly” as well as all references to a number of months means calendar months. Headings for each provision are inserted for convenience only and shall not affect the interpretation of these Terms of Use. In the event of a conflict or inconsistency between any two or more provisions under these Terms of Use, whether such provisions are contained in the same or different documents, such conflict or inconsistency shall be resolved in favor of Gr8life and the provision which is more favorable to Gr8life shall prevail.

2. General use of and/or access of Website/ application

a. You agree to comply with any and all the guidelines, notices, operating rules and policies and instructions pertaining to the use and/or access to the website/ application, as well as any amendments to the aforementioned, issued by us, from time to time. We reserve the right to revise these guidelines, notices, operating rules and policies and instructions at any time and you are deemed to be aware of and bound by any changes to the foregoing upon their publication on the website/ application.

b. You agree and undertake NOT to:

** vii. use the website/ application other than in conformance with the acceptable use policies of any connected computer networks, any applicable Internet standards and any other applicable laws.
** vi. use or upload, in any way, any software or material that contains, or which you have reason to suspect that contains, viruses, damaging components, malicious code or harmful components which may impair or corrupt the data or damage or interfere with the operation of another Independent Distributor’s computer or mobile device or the website/ application; and
** v. interfere with another’s utilization and enjoyment of the website/ application;
** iv. post, promote or transmit through the website/ application any Prohibited Materials;
** iii. attempt to gain unauthorized access to or otherwise interfere or disrupt other computer systems or networks connected to the website/ application;
** ii. use the website/application for illegal purposes;
** i. impersonate any person or entity or to falsely state or otherwise misrepresent your affiliation with any person or entity;

c. We may, from time to time and without giving any reason or prior notice, upgrade, modify, suspend or discontinue the provision of or remove, whether in whole or in part, the website/ application and shall not be liable if any such upgrade, modification, suspension or removal prevents you from accessing the website/ application.

d. We reserve the right, but shall not be obliged to:

** i. monitor, screen or otherwise control any activity, content or material on the website/ application. We may in our sole and absolute discretion, investigate any violation of the terms and conditions contained herein and may take any action it deems appropriate;
** iv. to request any information and data from you in connection with your use of the website/ application at any time and to exercise our right under this paragraph if you refuse to divulge such information and/or data or if you provide or if we have reasonable grounds to suspect that you have provided inaccurate, misleading or fraudulent information and/or data.
** iii. report any activity it suspects to be in violation of any applicable law, statute or regulation to the appropriate authorities and to co-operate with such authorities; and/or
** ii. prevent or restrict access of any Independent Distributor subject to further investigation;

e. Your use of the website/ application is also subject to the Privacy Policy as set out here (insert Gr8life Privacy Policy)

f. All other transactions made in the website/ application would be subject to the Gr8life policies, rules and regulations.

3. Use of Services

a. These terms refer to the use of other services as will be available in the website/ application limited to Gr8life Independent Distributors. Those who have breached or are in breach of the terms and conditions contained herein and Independent Distributors who have been permanently or temporarily suspended from use of any of the Services may not use the Services even if they satisfy the requirements of this section.

b. You agree:

** ii. to ensure that any information or data you post or cause to appear on the website/ application in connection with the Services is accurate and agree to take sole responsibility for such information and data.

** i. to access and/or use the Services only for lawful purposes and in a lawful manner at all times and further agree to conduct any activity relating to the Services in good faith; and

4. Independent Distributors

a. The use of the website/ application requires the creation of an account using the details provided to you by Gr8life once the Independent Distributor has been encoded/ registered to the system to provide Personal Data. If you request to create an account with us, a Username and Password may either be: (i) determined and issued to you by us; or (ii) provided by you and accepted by us in our sole and absolute discretion in connection with the use of the website/ application. We may at any time in our sole and absolute discretion, request that you update your Personal Data or forthwith invalidate the Username and/or Password without giving any reason or prior notice and shall not be liable or responsible for any Losses suffered by or caused by you or arising out of or in connection with or by reason of such request or invalidation. You hereby agree to change your Password from time to time and to keep the Username and Password confidential and shall be responsible for the security of your account and liable for any disclosure or use (whether such use is authorized or not) of the Username and/or Password. You should notify us immediately if you have knowledge that or have reason for suspecting that the confidentiality of the Username and/or Password has been compromised or if there has been any unauthorized use of the Username and/or Password or if your Personal Data requires updating.

b. You agree and acknowledge that any use and/or any access to the website/ application and any information, data or communications referable to your Username and Password shall be deemed to be, as the case may be:

** i. access and/or use of the website/ application; or
** ii. information, data or communications posted, transmitted and validly issued by you.
** iii. You agree to be bound by any access and/or use of the website/ application and you agree that we shall be entitled (but not obliged) to act upon, rely on or hold you solely responsible and liable in respect thereof as if the same were carried out or transmitted by you. You further agree and acknowledge that you shall be bound by and agree to fully indemnify us against any and all Losses attributable to any use and access of referable to your Username and Password.

5. Intellectual property

a. The Intellectual Property in and to the website/ application and the Materials are owned, licensed to or controlled by us, our licensors or our service providers. We reserve the right to enforce its Intellectual Property to the fullest extent of the law.

b. The use of intellectual property materials in website/ application shall be subject to the Gr8life Intellectual Property Policy.

c. No part or parts of the website/ application, or any Materials may be reproduced, reverse engineered, decompiled, disassembled, separated, altered, distributed, republished, displayed, broadcast, hyperlinked, mirrored, framed, transferred or transmitted in any manner or by any means or stored in an information retrieval system or installed on any servers, system or equipment without our prior written permission or that of the relevant copyright owners. Subject to Gr8life policies, rules and regulations, permission will only be granted to you to download, print or use the Materials for personal and non-commercial uses, provided that you do not modify the Materials and that we or the relevant copyright owners retain all copyright and other proprietary notices contained in the Materials.

6. Our limitation of responsibility and liability

a. Gr8life shall not be liable to you for any Losses whatsoever or howsoever caused (regardless of the form of action) arising directly or indirectly in connection with:

** i. any access, use and/or inability to use the website/ application;
** ii. reliance on any data or information made available through the website/ application. You should not act on such data or information without first independently verifying its contents;
** iii. any system, server or connection failure, error, omission, interruption, delay in transmission, computer virus or other malicious, destructive or corrupting code, agent program or macros; and
** iv. any use of or access to any other website or webpage linked to the website/ application, even if we or our officers or agents or employees may have been advised of, or otherwise might have anticipated, the possibility of the same.

b. Any risk of misunderstanding, error, damage, expense or Losses resulting from the use of the website/ application is entirely at your own risk and we shall not be liable therefor.

7. Your submissions and information

a. You grant us a non-exclusive license to use the materials or information that you submit to the website/ application and/or provide to us, including but not limited to, questions, reviews, comments, and suggestions (collectively, “Submissions”). When you post comments or reviews to the website/ application, you also grant us the right to use the name that you submit or your Username in connection with such review, comment, or other content. You shall not use a false e-mail address, pretend to be someone other than yourself or otherwise mislead us or third parties as to the origin of any Submissions. We may, but shall not be obligated to, publish, remove or edit your Submissions.

b. You give your full, free, and unequivocal consent and authority to the collection, processing and use by us of any information provided by you (including Personal Data) for the purposes of sending informational and promotional e-mails and any and all communications, notices, updates and other information to you. Your agreement to the terms of this provision shall constitute your consent for the purpose of the provisions of any spam control laws (whether in Philippines or elsewhere). You may subsequently opt out of receiving promotional e-mails by clicking on the appropriate hyperlink in any e-mail.

c. Gr8life may, from time to time, be required by government agencies to disclose certain information in connection with any audit or investigation. You understand that we are not required to contest any demand made by an (government) authority for such information.

d. You acknowledge that you have read and agree to the Privacy Policy set out here (Insert Privacy Policy link) and consent to our collection, use and disclosure of your Personal Data for the purposes as set out in the Privacy Policy.

8. Termination

a. In our sole and absolute discretion, we may with immediate effect, upon giving you notice, terminate your use of the website/ application and/or disable your Username and Password. We may bar access to the website/ application (or any part thereof) for any reason whatsoever, including a breach of any of these Terms of Use or where if we believe that you have violated or acted inconsistently with any terms or conditions set out herein, or if in our opinion or the opinion of any regulatory authority, it is not suitable to continue providing the services relating to the website/ application.

b. You may terminate these Terms of Use by giving seven days’ notice in writing to us. This, however, entails that you may no longer use the website/ application after termination.

9. Notices

a. All notices or other communications given to you if:

** i. communicated through any print or electronic media as we may select will be deemed to be notified to you on the date of publication or broadcast; or
** ii. sent by post or left at your last known address will be deemed to be received by you on the day following such posting or on the day when it was so left.

b. You may only give notice to us in writing sent to our designated address or e-mail address, and we shall be deemed to have received such notice only upon receipt. While we endeavor to respond promptly to notices from you, we cannot guarantee that we will always respond with consistent speed.

10. General

a. Unless otherwise provided, the provisions of these Terms of Use and our rights and remedies are cumulative and are without prejudice and in addition to any rights or remedies we may have in law or in equity, and no exercise by us of any one right or remedy under these Terms of Use, or at law or in equity, shall (save to the extent, if any, provided expressly in these Terms of Use or at law or in equity) operate so as to hinder or prevent our exercise of any other such right or remedy as at law or in equity.

b. Our failure to enforce these Terms of Use shall not constitute a waiver of these terms, and such failure shall not affect the right later to enforce these Terms of Use. We would still be entitled to use our rights and remedies in any other situation where you breach these Terms of Use.

c. If at any time any provision of these Terms of Use shall be or shall become illegal, invalid or unenforceable in any respect, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby, and shall continue in force as if such illegal, invalid or unenforceable provision was severed from these Terms of Use.

d. A person or entity who is not a party to these Terms of Use shall have no right under any legislation in any jurisdiction to enforce any term of these Terms of Use, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, nothing in this provision shall affect the rights of any permitted assignee or transferee of these Terms of Use.

e. Use of the website/ application and these Terms of Use shall be governed by and construed in accordance with Philippine law. If any dispute arises in connection with these Terms of Use, the Parties shall attempt, in fair dealing and in good faith, to settle such dispute.

All disputes arising out of or in connection with the present contract, including any question regarding its existence, validity or termination, shall be finally settled in accordance with the rules of the Philippine Dispute Resolution Center, Inc. (“PDRCI”) for the time being in force, which rules are deemed incorporated by reference into this provision. The arbitral tribunal shall consist of three arbitrators to be chosen in accordance with the rules of the PDRCI. The seat of arbitration shall be the Philippines. The procedural law of this seat applicable to commercial arbitration proceedings shall apply where the Rules are silent. The language to be used in the arbitration proceedings shall be English.

f. We may seek immediate injunctive relief if we make a good faith determination that a breach or non-performance is such that a temporary restraining order or other immediate injunctive relief is the only appropriate or adequate remedy.

g. We may by notice through the website/ application or by such other method of notification as we may designate (which may include notification by way of e-mail), vary the terms and conditions of these Terms of Use, such variation to take effect on the date we specify through the above means. If you use the website/ application after such date, you are deemed to have accepted such variation. If you do not accept the variation, you must stop access or use of the website/ application and terminate these Terms of Use. Our right to vary these Terms of Use in the manner aforesaid will be exercised with may be exercised without the consent of any person or entity who is not a party to these Terms of Use.

h. Any typographical, clerical or other error or omission in any acceptance, invoice or other document on our part shall be subject to correction without any liability on our part.

i. Money references under these Terms of Use shall be in Philippines Peso.

j. In the event that these Terms of Use is executed or translated in any language other than English (“Foreign Language Version”), the English language version of these Terms of Use shall govern and shall take precedence over the Foreign Language Version.

k. These Terms of Use shall constitute the entire agreement between you and us relating to the subject matter hereof and supersedes and replaces in full all prior understandings, communications and agreements with respect to the subject matter hereof.

l. You acknowledge and agree that any records (including records of any telephone conversations relating to the Services, if any) maintained by us or our service providers relating to or in connection with the website/ application shall be binding and conclusive on you for all purposes whatsoever and shall be conclusive evidence of any information and/or data transmitted between us and you. You hereby agree that all such records are admissible in evidence and that you shall not challenge or dispute the admissibility, reliability, accuracy or the authenticity of such records merely on the basis that such records are in electronic form or are the output of a computer system, and you hereby waive any of your rights, if any, to so object.

m. You may not assign your rights under these Terms of Use without our prior written consent. We may assign our rights under these Terms of Use to any third party.

n. We shall not be liable for non-performance, error, interruption or delay in the performance of its obligations under these Terms of Use (or any part thereof) or for any inaccuracy, unreliability or unsuitability of the website’s/ application’s contents if this is due, in whole or in part, directly or indirectly to an event or failure which is beyond our reasonable control.