::E-Games - Terms of Use::

IP e-Games TERMS AND CONDITIONS

e-Games is a fee-based service that is controlled and operated by Intellectual Property Ventures Group (referred to below as "IPVG" "we," "us," and "our"). By accessing and using this Site, you agree to be legally bound by these terms of use. If you do not agree to these terms, please do not use the Site. We reserve the right, at our sole discretion, to change, modify, add to, or otherwise alter these Terms and Conditions at any time. Such changes and/or modifications shall become effective immediately upon their posting, so please review the Terms and Conditions posted at this link periodically. Your continued use of the Site following the posting of changes and/or modifications will constitute your acceptance of the revised Terms and Conditions (including the e-Games Privacy Policy).

COPYRIGHT, TRADEMARK NOTICES AND INTELLECTUAL PROPERTY

All contents of this e-Games Portal are: Copyright 2003-2004 IPVG and/or its parent and affiliated companies (the "IPVG Family") and/or its suppliers. All rights reserved. The e-Games Portal is for the personal, non-commercial use of users. IPVG and the IPVG logo are registered trademarks of IPVG. The e-Games Portal and its logo are trademarks or servicemarks of IPVG. All other product and company names appearing on the e-Games Portal are the tradenames, trademarks or registered trademarks of their respective owners.

The e-Games Portal, including, without limitation, all IPVG Communication Features, contains copyrighted material, trademarks and other proprietary information including, without limitation, text, software, photographs, video, graphics, music and sound, and the entire contents of e-Games Portal and each area contained therein are copyrighted as a collective work under the Philippines copyright laws. IPVG owns a copyright in the selection, co-ordination, arrangement and enhancement of such content. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content contained on e-Games Portal (including, without limitation, content that e-Games Portal enables you to download) without the express written permission of IPVG and the copyright owner. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark, legend or copyright notice shall be made. The downloading of copyrighted material from e-Games Portal is allowed by you only for your own use. You acknowledge that IPVG and/or third-party content providers remain the owners of all materials posted on e-Games Portal, and that you do not acquire any of those ownership rights by downloading copyrighted materials.

Solely in connection with your fansite or your fansite pages dedicated to the IPVG games we can grant you, on a non-exclusive basis, permission to reproduce and redistribute on the fansite to end users, certain IPVG game-related images, graphics or artwork (the "IPVG Content") and certain IPVG trademarks and logos (the "IPVG Marks") that IPVG may expressly designate "for fansite use" on fansite pages at www.e-games.com.ph or its associated game sites, so long as you comply with the terms and conditions described here and on the fansite pages, as those terms and conditions may be modified from time to time in IPVG sole discretion.

As the operator of an independent, unaffiliated web site, you will have sole editorial control over the fansite, except that you represent and warrant to IPVG that the fansite will not post material that is illegal or infringes on the rights of third parties or harms the reputation of the Game, IPVG, its parent or affiliate companies, or its officers or employees. If at any time you post such disparaging material, or material that is illegal or infringes upon the rights of any third party, IPVG may terminate this permission. Your ownership in the fansite excludes the IPVG Content and IPVG Marks and excludes any derivative works based upon or including the IPVG Content and/or IPVG Marks.

You agree to include IPVG trademark, copyright or other proprietary rights notices, as provided on the fansite page for the IPVG Game referenced, when displaying IPVG Content or IPVG Marks, and agree to comply with usage guidelines that may be provided by IPVG from time to time. You shall not remove or alter any identifying information or copyright management information conveyed in connection with copies of IPVG Content or Marks, including in digital form; nor challenge IPVG ownership of the IPVG Content or IPVG Marks, nor use or adopt any trademarks that might be confusingly similar to such IPVG Marks.

IPVG reserves all rights, title and interest in and to the IPVG Content and IPVG Marks which are not expressly granted. You shall not rent, lease, reproduce, modify, translate or create derivative works of the IPVG Content except as expressly permitted herein, nor create any derivative works (including without limitation fiction or visual art) from, or in any way exploit, any of the characters or content contained in the game or on e-Games Portal, without the express written permission of IPVG.
IPVG does not consent to the protection under the copyright law of any unauthorized derivative work. The creation and sale of merchandise based on the game or upon IPVG Content or IPVG Marks is expressly prohibited.

If you intend to charge a subscription or access fee to generate revenue from the Fansite, we would require you to execute a simple license agreement with us. The limited permission granted here with respect to Fansite use of certain IPVG Content and IPVGMarks does not cover such circumstances.

Fansites that quote an article or patch message from an IPVG site (such as Knight Online or other game site associated with IPVG) are requested to limit the quote to a paragraph or less and provide a link back to e-Games Portal or associated game site for the full article or message, rather than reproducing on the Fansite the entire patch message or article. Permission to link from the fansite to e-Games Portal or the associated game site is granted in such circumstances.

Under no circumstances will IPVG be liable to you for any direct, indirect, incidental, consequential, special or exemplary damages of any kind in connection with this permission. IPVG reserves the right in its sole discretion to expressly refuse this permission to any particular fansite, or to revoke this permission at any time.

Claims of copyright infringement:
Address:
Unit 4 Bldg B Karrivin Plaza,
2316 Pasong Tamo Ext. Makati City, 1231,
Metro Manila,
Philippines
Telephone Number : (632) 886 7821
Facsimile Number: (632) 886 6510
Email Address: helpdesk@e-games.com.ph

Policy on Repeat Infringers:
IPVG has adopted and implemented a policy respecting the copyright law that provides for the termination in appropriate circumstances of users of IPVG online system or network who are repeat infringers. IPVG may terminate access for content providers or forum participants (e.g., StationChat, Message Boards, pagers) who are found repeatedly to provide or post protected material without necessary rights and permissions.

SUBMISSIONS, FAN FICTION, FAN ARTWORK AND PHOTOGRAPHS

IPVG is pleased to hear from its customers and welcomes your comments regarding IPVG online services. Unfortunately, however, IPVG company policy does not allow it to accept or consider creative ideas, suggestions or materials other than those it has specifically requested. We hope you will understand that it is the intent of this policy to avoid the possibility of future misunderstandings when projects developed by IPVG professional staff might seem to others to be similar to their own creative work. Accordingly, we must, regretfully, ask that you do not send us any original creative materials such as game ideas or original artwork. While we do value your feedback on our services and products, we request that you be specific in your comments on those services and products, and not submit any creative ideas, suggestions or materials.

IPVG hereby grants to each e-Game account subscriber that is in good standing and with the grant automatically revoked as of the moment that the subscriber's account is no longer in good standing (an "e-Game Subscriber"), a limited, personal, nonexclusive, nontransferable, nonassignable and fully revocable license to use (a) the e-game name, and (b) trademarks and copyrighted material from e-games including characters names and images, deity and monster names and images, geographical names, item names and images, character names and images, background art, and screenshots containing any of the foregoing (collectively, "the IPVG Property"), solely to be used for material (for example, so-called "fan fiction" and "fan artwork") that the e-Game Subscriber posts to and/or transmits through IPVG Communication Features ("Licensed Content") in accordance with these Terms of Service -- and for no other use. Each e-Game Subscriber promises IPVG that any Licensed Content that he or she provides shall comply in all respects with these Terms of Service.
Any and all creative suggestions, ideas, notes, drawings, concepts or other information that you send to us, whether at our specific request or despite our request that you not do so ("Submissions") and any and all Licensed Content shall be deemed, and shall remain, the property of IPVG from the moment of creation. Accordingly, IPVG shall exclusively own all now known or hereafter existing copyrights and all other intellectual property rights to all Submissions and Licensed Content of every kind and nature, in perpetuity, throughout the universe. To the extent that any of the above may be void or unenforceable, you agree that any and all Submissions and Licensed Content are hereby irrevocably assigned to IPVG, together with all intellectual property rights therein. In any event, you agree that IPVG shall be irrevocably entitled to, throughout the universe and in perpetuity, use, reproduce, modify, adapt, publish, broadcast, license, perform, post, sell, translate, create derivative works from and distribute any Submission and/or Licensed Content for any purpose whatsoever, commercial or otherwise, in any medium now known or hereafter devised, without compensation or credit to the provider of the Submission and/or Licensed Content. You also give up any claim that any use by IPVG and/or its licensee(s) of any Submission and/or Licensed Content violates any of your rights, including but not limited to moral rights, privacy rights, rights to publicity, proprietary or other rights, and/or rights to credit for the material or ideas set forth therein. If you provide any Submission or Licensed Content, you promise that you are eighteen years of age or older; if you are under eighteen years of age, you must first contact IPVG at helpdesk@e-games.com.ph to obtain an agreement for your parent or guardian to sign.

If you upload any photograph to or through any IPVG Communication Feature, you:

grant to IPVG the non-exclusive, worldwide right to use, post, publish and display your photograph on e-Games Portal, without royalty or compensation of any kind,
expressly waive any and all rights of privacy, moral rights or rights of attribution and integrity, in and with respect to the photograph,
promise that the photograph is either a picture of you or that duplication and distribution of the photograph will not violate any right of or require any compensation to any person or entity,
promise that you are the copyright owner of the photograph or have all rights necessary to authorize its unfettered use and distribution and
promise that you are eighteen years of age or older. You understand that, once your photograph is posted, anyone can download and/or distribute that photograph. You expressly waive any and all claims you may have against IPVG and release IPVG from any and all liability arising from or related to the submission and IPVG or any third party's use of the photograph.

Software Available on the e-Games Portal

Any software that is made available to download from this e-Games Portal ("Software") is the copyrighted work of IPVG and/or suppliers. Use of the Software is governed by the terms of the end-user license agreement, if any, which accompanies or is included with the Software ("License Agreement"). End users shall not install or use any Software that is accompanied by or includes a License Agreement unless the end user first agrees to the License Agreement terms. For any Software not accompanied by a license agreement, the following shall constitute the License Agreement: IPVG hereby grants to you, the user, a personal, non-transferable license to use the Software for viewing and other use of this e-Games Portal in accordance with these terms of use, and for no other purpose. Please note that all Software, including, without limitation, all HTML code contained in this e-Games Portal, is owned by IPVG and/or suppliers and is protected by copyright laws and international treaty provisions. Any reproduction or redistribution of the Software is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.

WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE LICENSE AGREEMENT. EXCEPT AS WARRANTED IN THE LICENSE AGREEMENT, IPVG HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SOFTWARE, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

E-GAMES MOBILE CONTENT SERVICE

The e-Games Mobile Content service allows you to preview and download via your Short Message Service ("SMS") ringtones, operator logos, caller group icons, picture messages, screen savers, SMS games and text based services such as horoscope, jokes, quotes and directory listings ("Item(s)") on to your download-compatible mobile phone at the price specified by IPVG to you ("Service") from time to time. You are responsible for all charges incurred if you accidentally erase, replace or delete one of the Items by receiving another Item or otherwise.

You shall be responsible to pay all fees and charges incurred through your account, including, but not limited to, subscription charges and charges for any products or services offered for sale through the Service by IPVG or by any vendor or service provider. At its sole discretion, IPVG reserves the right at any time to offer subscriptions to the Service at a discount or to provide premiums and promotions as a subscription incentive. You shall also pay any applicable taxes relating to use of the Service through your account.

You will need to provide all mobile phone equipment required to use the Service and you will be liable to pay IPVG for all costs incurred using the Service. You will need to provide all equipment necessary to access the Website, its content and the Service on the World Wide Web and be liable for payment for the telephone call charges at the rates published by the telephone operator with whom you make your calls.

By using the Service you confirm that you understand that your mobile phone must support the Item download function for the Service to operate. For the purpose of downloading ringtones, your mobile phone must support the respective ringtone format standard. If you are unsure whether your mobile phone supports the ringtone format standard, please consult your mobile phone handbook. IPVG cannot be held responsible should you attempt to download an Item onto an incompatible phone and you will be charged regardless. To discover whether your mobile phone can support the ringtone format standard, you may also refer to the Phone Compatibility Guide on the e-Games Portal.

After receiving your download request via SMS, IPVG will send the Item to the given telephone number. If your download request via SMS is insufficient or incorrect or if IPVG for any other reason considers it necessary, IPVG has the right to decline to send the Item without further notice to you.

IPVG shall not be liable in any way for failures, defects or delays in the delivery of the Item, which are caused by one or more of the following reasons:
(i)your phone does not support the specific item format: Nokia Smart Messaging Standard (NOK), EMS iMelody (iMelody), Motorola Ringtones SMS (MRS) and Ericsson Melody (eMelody) service (for download of ringtones),
(ii)your phone does not support SMS,
(iii)your phone is out of range or for some other reason cannot be reached, or
(iv)some other failure which is not due to IPVG occurs in communication or otherwise.

E-GAMES COMMUNICATION FEATURES AND RULES OF CONDUCT

The e-Games Portal's communication features (e.g., Message Boards) are free services provided to members of the e-Games Portal; other or similar communication features (e.g. in game chat, game related message boards and/or community areas) are services provided to some or all paying subscribers to certain games (collectively, "IPVG Communication Features"). By using any of IPVG Communication Features, you agree to be bound by IPVG Privacy Policy as well as the following terms and conditions. If you do not wish to be so bound, then please do not use any IPVG Communication Feature.

You understand that anything sent through or appearing in IPVG Communication Features are the sole responsibility of those persons posting the message. This means that you, and not IPVG, are entirely responsible for all information and material that you post there.

IPVG has adopted and implemented a policy respecting the copyright law that provides for the termination in appropriate circumstances of users of the IPVG system or network who are repeat infringers. IPVG may terminate access for content providers or forum participants (e.g., Message Boards) who are found repeatedly to provide or post protected material without necessary rights and permissions. IPVG does not control the content of any postings in IPVG Communication Features and does not guarantee the accuracy, integrity or quality of anything within them. You understand that by using IPVG Communication Features, you may be exposed to content that is offensive, indecent or objectionable. Under no circumstances will IPVG be liable for any errors or omissions in any postings or for any loss or damages of any kind incurred as a result of the use of any information contained within IPVG Communication Features. IPVG retains the right to terminate e-Games Portal membership and/or game subscription of any e-Games Portal member who violates the following Rules of Conduct.

You agree not to do any of the following while on e-Games Portal or in any IPVG Communication Feature:
(i)transmit any message, information, data, text, software or graphic files, or other materials ("Content") that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous, that may be invasive of another's right of privacy or publicity, hateful, racially, ethnically or otherwise objectionable;
(ii)impersonate any person or entity, including but not limited to, an e-Games Portal official, forum administrator, staff and non staff moderators, guide or host or falsely state or otherwise misrepresent your affiliation with a person or entity;
(iii)post or transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as nondisclosure agreements);
(iv)post or transmit any Content that contains a virus or corrupted data;
(v)delete any author attributions, legal notices or proprietary designations or labels that you upload to an IPVG Communication Feature;
(vi)use a IPVG Communication Feature in a manner that adversely affects the availability of its resources to other users (e.g., excessive shouting [use of all caps], flooding [continuous posting of repetitive text] or excessively large embedded images);
(vii)post or transmit any unsolicited advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
(viii)intentionally or unintentionally violate any applicable local, state, national or international law, rule or regulation;
(ix)upload or transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party.

By submitting (e.g., uploading or transmitting) Content to a IPVG Communication Feature, you automatically grant IPVG the royalty-free, perpetual, irrevocable, non-exclusive, and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such Content (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed. In addition, you warrant that any and all so-called "moral rights" in the Content have been waived.

IPVG and its designees shall have the right, but not the obligation, in their sole discretion to edit, refuse to post, or remove any Content posted in any IPVG Communication Feature. Without limiting the foregoing, IPVG and its designees shall have the right to remove any Content that is in violation of the provisions hereof or otherwise objectionable. You agree to indemnify and hold IPVG harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your violation of these terms and conditions or your violation of any rights of another.

DISCLAIMER AND LIMITATION OF LIABILITY

THIS SITE AND ALL MATERIALS CONTAINED ON IT ARE DISTRIBUTED AND TRANSMITTED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IPVG DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IPVG DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SITE OR MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVERS THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IPVG DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIALS IN THIS SITE WITH REGARD TO THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. THE ENTIRE RISK AS TO THE QUALITY, ACCURACY, ADEQUACY, COMPLETENESS, CORRECTNESS AND VALIDITY OF ANY MATERIAL RESTS WITH YOU. YOU (I.E., NOT IPVG) ASSUME THE COMPLETE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, IPVG, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, REPRESENTATIVES, AND THIRD PARTY PROVIDERS TO THE SITE WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND INCLUDING, WITHOUT LIMITATION, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR SIMILAR DAMAGES, THAT MAY RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE MATERIALS CONTAINED ON THIS SITE, WHETHER THE MATERIAL IS PROVIDED OR OTHERWISE SUPPLIED BY IPVG OR ANY THIRD PARTY.

NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL IPVG HAVE ANY LIABILITY TO YOU FOR ANY CLAIMS, DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEEDING THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THIS SITE.

THIRD PARTY LINKS

The Message Boards may provide and users may include in messages, links to other Web sites or resources. IPVG is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. IPVG shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on such external sites or resources.

UNAUTHORIZED LINKS TO SITE

IPVG allows users to link their site e-Games-related fan sites to the e-Games homepage (http://www.e-games.com.ph). However, by using this website, you specifically agree not to link to any pages within the e-Games site without IPVG’s express written approval. If you do not receive such express written approval prior to linking to an internal page on e-Games, you hereby consent to an injunction to be entered against you by a court of competent jurisdiction, as provided herein, permanently enjoining you from linking to any internal pages from the e-Games site.

FEE-BASED SERVICES

Some contents and/or services on e-Games Portal may be offered to you on a fee basis. If you elect to purchase fee-based content and/or services and transmit to IPVG a purchase request, you warrant that your use of the particular credit card is authorized and that all information that you submit is true and accurate (including, without limitation, your credit card number and expiration date), and you agree to pay all fees you incur. Any account name and password supplied to you in connection with fee-based content and/or service you purchase is personal to you and the members of your household, and you may not transfer or make available your account name and password to others, including, without limitation, your co-workers. Any distribution by you of such account name and password may result in cancellation of the fee-based content and/or service without refund and in additional charges based on unauthorized use.

You understand that online games, and system specifications necessary to play those games, may continuously evolve over time. Accordingly, IPVG reserves the right to modify and/or increase the system specifications necessary to play any online game - whether free or subscription based - at any time and without notice.

DENIAL OF ACCESS

IPVG, for any reason and at its sole discretion, may decide that any person shall be denied access to any part of the E-Games site. The sending of an e-mail notice by IPVG to any e-mail address used by a person who is subject to the denial shall constitute complete and sufficient notice of the denial. By agreeing to these Terms and Conditions, you agree to cease and desist immediately from any attempt to access the site upon issuance of a denial. If you do not cease and desist, you hereby consent to an injunction to be entered against you by a court of competent jurisdiction, as provided herein, permanently enjoining you from attempting to access the E-Games site.

TERMINATION

Either IPVG or you may terminate this Agreement at any time. Fees paid for any subscription term or pay-per-use are paid in advance and are not refundable in whole or in part.

You may terminate this Agreement at any time by not using E-Games. We can terminate the Agreement by asking you to stop using E-Games, and, if necessary, by preventing your access to E-Games. Upon termination of this Agreement, you shall have no further rights to use E-Games or its services. Your only right and remedy with respect to any dissatisfaction with E-Games is to terminate this Agreement, including, without limitation, any dissatisfaction with

any terms and conditions of this Agreement, or any policy or practice of IPVG in operating E-Games,
content available through E-Games, or any change therein, or
the amount or type of fees or billing methods, or any change thereof. Without limiting the foregoing, IPVG shall have the right to terminate this Agreement with you, effective immediately, and/or terminate or temporarily suspend your access to all or any part of E-Games, without notice, in the event of any conduct by you which IPVG, in its sole discretion, considers to be unacceptable, or for conduct that IPVG believes is a violation of the terms and conditions contained herein or any policies or guidelines posted by IPVG on E-Games, or for other conduct which IPVG believes, in its sole discretion, is harmful to IPVG, other E-Games users.

IPVG reserves the right to deny registration of any individual as a E-Games user and to deny access to E-Games to any individual. All of the Sections of the General Terms and Conditions of this Agreement survive termination of this Agreement.

INDEMNIFICATION

You agree to indemnify, defend and hold harmless IPVG, its affiliates, and their respective officers, directors, employees, agents, licensors, representatives, and third party providers to the site from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of these Terms and Conditions by you. IPVG reserves the right to assume, at its sole expense, the exclusive defense and control of any matter subject to indemnification by you, in which event you will fully cooperate with IPVG in asserting any available defenses.

TAXES

Where applicable, you may be required to report as taxable income the value of any prizes received by you. To collect a prize, you will be required to provide a valid Identity Card number and any other information reasonably required by IPVG. IPVG and/or any sponsor who provides a particular prize may report the value of the prize to the taxing authorities.

MISCELLANEOUS

This Agreement constitutes the entire agreement between IPVG and you with respect to the subject matter hereof, and supersedes all previous agreements between the parties with respect to such subject matter, whether written or oral. This Agreement shall be construed in accordance with the laws of Philippines. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not affect the interpretation of this Agreement. If any provision of these terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions.