Terms and Conditions

Effective Date: 24 May 2021

Last Updated: 24 May 2021

These terms and conditions (the “Terms”) shall govern all your use of the Interleukin platform, services, softwares, and support (collectively, the “Platform”) that Interleukin Innovations Inc. (“Interleukin”, “us”, “we”) offers.  If you do not agree with these Terms, immediately discontinue your use of the Platform by closing this page and do not proceed with any further use of the Platform.

  1. Definition of Terms
    1. Agreement refers to any written agreements between you and Interleukin, including the Buyer Agreement or Supplier Agreement, as the case may be.
    2. Buyer refers to a User who buys Products from Suppliers through the Platform.
    3. Order refers to an order made by a Buyer to purchase Products from the Supplier.
    4. Products refers to goods, merchandise, and products that Suppliers offer for sale on the Platform.
    5. Supplier refers to a User who offers Products on the platform for sale to Buyers.
    6. User, you, or your refers to you as the user of the Platform.
  1. Application
    1. These Terms set out the general terms governing your use of the Platform and the terms of the relationship between Interleukin and you. Unless otherwise provided, these provisions apply to all Users. 
    2. These Terms are a binding contract between you and us and it sets out your and our rights and obligations with respect to your use of the Platform. 
    3. The Platform is only made available to persons with the legal capacity to enter into contracts under Philippine law. By using the Platform, you warrant and represent that you are at least eighteen (18) years of age and possess the necessary legal capacity to be bound by a contract. 
    4. We may modify these Terms at any time at our sole discretion. Any modification will be posted on this page and will be immediately effective. Your continued use of the Platform after any modification will signify your consent to the Platform as modified.
  1. The Platform
    1. Interleukin operates a Platform which allows Buyers to connect with Suppliers of the Products. As an operator of the Platform, Interleukin is not a party to any contract between the Buyer and the Suppliers using the Platform.
    2. Interleukin does not control the quality, safety, morality, or legality of any aspect of the Products. 
    3. Interleukin does not control any aspect of a Supplier’s decision to sell Products or a Buyer’s decision to buy or pay for Products. 
    4. Interleukin does not verify the truth or accuracy of the Product listings on the Platform, nor does it warrant or represent that information available on the Platform is accurate. 
    5. You understand that We may implement new features, change existing features, set conditions for access, suspend or permanently discontinue service or features without prior notice. You will be given notice and sufficient time as determined solely and reasonably by Us if there will be changes, temporary suspension, and or permanent discontinuance of Your Account, a service, or feature. Should We exercise our rights under this section, We will not be liable for any loss or damage suffered by You or your Buyers.
    6. The Platform may refer you to services provided by third parties (“Third Party Partners”) either through links or some other method (“Third Party Services”). Such Third Party Services may include but shall not be limited to logistics providers and payments systems For the avoidance of doubt, the Platform shall not include such Third Party Services. You acknowledge and understand that Interleukin is not the provider of such Third Party Services. Should you use such Third Party Services, you shall be bound by their respective terms of use and privacy policies.
  1. Account Creation
    1. In order to access the Platform, you will need to create an account (“Account”) in order to use and access the Platform.  In order to become a User, you must be either be:
      1. a natural person who is eighteen (18) years of age or over (“individual user”); or 
      2. a juridical or legal entity, including Single Proprietors, Cooperatives, Partnerships, or Corporations (“juridical entity user”); and in all cases possess all the necessary juridical capacity to enter into contracts in the Philippines. In executing these Terms, you warrant to us that you meet the criteria of an individual member or a juridical entity member and that you are not subject to the laws of any territory which would make your participation on the Platform unlawful.
    2. You agree to provide complete and accurate information required by the Platform and to keep such information up to date. We are entitled to rely on such information until we have received written notice from you of any change regarding such information. 
    3. If you are using the Platform on behalf of a juridical person or any other entity, you represent and warrant that you are duly authorized by such third person to represent it and bind it to these Terms and other transactions and activities you make through the Platform. If you are a juridical entity member, you must designate at least one (1) natural person to take action on your behalf. We refer to this person as your “Agent”. Your Agent is the person who provided his or her name as your appointed representative in the application form on the Platform. Should you wish to replace your Agent at any time, you may do so by having either the outgoing Agent or one of your directors or officers notify us. Your Agent is not an individual member, unless that he or she joins separately as such, and only has rights and obligations under these Terms to the extent that he or she is, or purports to be, acting for you. Throughout these Terms, any reference to “you” which relates to taking a particular action through the platform or doing anything else that only a natural person can physically do, shall be read as a reference to your Agent doing so on your behalf, while any other reference to “you” shall be read as a reference to you as a juridical entity member.
    4. You are personally responsible for maintaining the confidentiality of your password and other details in relation to your Account at all times. You agree that any person to whom your username or password is disclosed is authorized to act as your agent for the purposes of using (and/or transacting via) your Account. You agree to accept responsibility for all activities that occur under your account and notify us immediately of any unauthorized use or any other breach of security in relation to your account. 
    5. We may from time to time require you to provide us with such information or documentary proof in respect of the matters set out in the information you have submitted and in respect of your Account, and if so required, you shall provide such information and/or documentary proof as may be required by us.
  1. General Terms
    1. By creating an Account and using the Platform, You warrant and undertake to:
      1. Provide accurate, current, and complete information as you may be prompted by the Platform (“Registration Data”);
      2. Provide accurate and true information when making transactions or communications with other Users or with Us;
      3. Maintain the confidentiality of your password and account;
      4. Maintain and promptly update your Registration Data, and any other information you provide to Interleukin, and keep it accurate, current and complete; and
      5. Accept all risks of unauthorized access to the Registration Data and any other information you provide to Interleukin.
    2. You are solely responsible for all activities that occur using your Account, whether authorized by you or not.  You will (a) immediately notify Interleukin of any unauthorized use of your password or Account or any other breach of security of your Account or the Platform; and (b) ensure that you log out from your account each time you use the Platform.  
    3. We may terminate your account and access to our Platform if we gain knowledge and/or information that you have provided us with false or misleading Registration Data, create fraudulent and fake Accounts, as well as if you create, forward, or otherwise use the Platform for spam.  Interleukin reserves the right to suspend or cancel your Account, restrict your access to the Platform, under our sole discretion, if we suspect that it is being used in an unauthorized or fraudulent manner. 
    4. Without limiting other remedies, Interleukin reserves the right to limit or modify your access to the Platform or your Account, issue a warning, and/or impose fees and penalties, and charges pursuant to this Term and any supplemental policies which Interleukin may issue from time to time. Interleukin may also offset amounts owing from you to Interleukin against amounts which Interleukin may possess in trust for you.
    5. We may issue rebates and credits (“Points”) from time to time. Such rebates and credit shall be subject to separate terms and conditions which we shall provide accordingly. In all cases, you agree and understand that such Points are not in the nature of e-money, may not be redeemed for cash or its equivalent, and may not be transferred. Upon termination of your Account, such Points shall automatically be forfeited.
  1. Terms governing Suppliers
    1. As a Supplier, you may offer Products for sale on the Platform.
    2. You warrant that any information pertaining to any Product you offer for sale is complete and accurate.
    3. Once a Buyer has made an order for your Products on the Platform, a Buyer shall send you a purchase order (“Purchase Order”). 
    4. Upon receipt of the Purchase Order, you must either confirm or reject the Purchase Order within seventy-two (72) hours from receipt of the Purchase Order.
    5. By confirming a Purchase Order, you acknowledge that you are entering into a contract with the Buyer and you warrant that you are capable of fulfilling the Buyer’s Purchase Order and delivering the Products.
    6. You understand and agree that you will be responsible for delivery of the Products to the Buyer.
    7. You agree and understand that (i) Interleukin does not warrant that Buyers will purchase your Products, or that Buyers will send you Purchase Orders; and (ii) Interleukin is not a party to the sale transactions
    8. You shall promptly resolve all complaints and disputes communicated to you by Us or the Buyer. You agree to cooperate with any investigations conducted by Us, any government agency, or law enforcement agencies. You warrant and undertake that You are responsible for resolving any dispute arising from Your use of the Platform, including but not limited to the quality and quantity of the items sold and/or disposed of by You. You agree to maintain responsibility over product or item disputes raised by Your Buyers.
    9. As a Supplier, you agree to course all communications to the Buyer through the Platform. Should you wish to transact with Buyers outside the Platform, you must inform Interleukin and Interleukin must give its prior written consent for you to transact out of the Platform.  
    10. As an additional service, We may collect the payments due to you for Your Buyers. In such cases, you agree to appoint Us as Your collection agent for such purpose. 
  1. Terms governing Buyers
    1. As a Buyer, you may select the Products you wish to purchase from the Suppliers on the Platform. Where applicable, the Product pricing will include delivery fees and any applicable tax.
    2. Upon selection of the Products you wish to purchase, the Platform will generate  Purchase Order/s for each Supplier.
    3. You shall then upload the Purchase Order on the Platform which will be sent to the Supplier. You will receive a notification on the Platform once the Supplier confirms your Purchase Order.
    4. You understand that the purchase of Products may be subject to additional terms and conditions provided by the Supplier.  
    5. You have the right to cancel a Purchase Order only if a Supplier has not yet accepted your Purchase Order.
    6. Without prejudice to separate agreements we may conclude with you (if any), You agree and understand that Interleukin does not warrant that Suppliers will confirm your Purchase Orders, or that Suppliers will deliver your Products.
    7. As a Buyer, you agree to course all communications to the Supplier through the Platform. Should you wish to transact with Buyers outside the Platform, you must inform Interleukin and Interleukin must give its prior written consent for you to transact out of the Platform. 
  1. Ownership and Proprietary Information
    1. The content and information on the Platform, including the selection and arrangement of the content and information (“Platform Content”) is proprietary to Interleukin and/or its licensors, suppliers, publishers, rights holders, or other content providers. The Platform and all Platform Content is protected by all applicable trademark and copyright laws, including without limitation the Intellectual Property Code of the Philippines. 
    2. Interleukin, the Interleukin logo and all other product or service names or slogans displayed on the Platform are registered and/or common law trademarks of Interleukin and/or its licensors, suppliers, publishers, rights holders, or other content providers and may not be copied, imitated or used, in whole or in part, without the prior written permission of Interleukin or the applicable trademark holder. In addition, the look and feel of the Platform, including all page headers, custom graphics, button icons and scripts, are the service mark, trademark and/or trade dress of Interleukin and may not be copied, imitated or used, in whole or in part, without the prior written permission of Interleukin. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Platform are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Interleukin .
  1. Use Restrictions and Intellectual Property
    1. Subject to the terms, conditions and restrictions set forth in this Terms, Interleukin grants you a limited, non-exclusive, personal, non-sublicensable and revocable license to access and use the Platform and to view, copy and print portions of the Platform Content (the “License”).  The rights granted to you through the License are limited to the following: 
      1. you may only view, copy and print portions of the Platform Content for your own informational, personal and non-commercial use;
      2. you may not modify or otherwise make derivative uses of the Platform or the Platform Content, or any portion thereof; 
      3. you may not remove or modify any copyright, trademark or other proprietary notices that have been placed in the Platform Content; 
      4. you may not use any data mining, robots or similar data gathering or extraction methods;
      5. you may not use the Platform or the Platform Content other than for its intended purpose;
      6. you may not reproduce, prepare derivative works from, distribute or display the Platform or any Platform Content (other than for page caching), except as provided herein,
      7. you may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Interleukin, without express written consent of Interleukin; and 
      8. you may not use any meta tags or any other “hidden text” utilizing Interleukin’s name or trademarks; without the express written consent of Interleukin.  
    2. Except as expressly permitted above, any use of any portion of the Platform or Platform Content without the prior written permission of Interleukin is strictly prohibited and will terminate the License and these Terms.
    3. You agree not to access, search or otherwise use the Platform through the use of any engine, software, tool, agent, device, mechanism or automated means (including spiders, robots, crawlers, data mining tools or the like) in any way that is harmful or damaging to Interleukin (as determined by Interleukin in its sole discretion).
    4. Your unauthorized use of the Platform or Platform Content may violate applicable laws, including without limitation, copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes. Except as expressly stated in this Terms, you are not conveyed or granted, and nothing on the Platform may be construed as conveying or granting any right or license, by implication, estoppel or otherwise, in or under any patent, trademark, copyright, or other intellectual or proprietary right of Interleukin or any third-party.
    5. In addition, you are granted a limited, non-exclusive, personal, non-sublicensable and revocable right to create a text hyperlink to the Platform for non-commercial purposes, provided such link does not portray Interleukin, the Platform or any of the products or services on the Platform in a false, misleading, derogatory or otherwise defamatory manner and provided further that the linking Platform does not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable.
    6. The Platform may contain links to third-party Websites or platforms (“Third-Party Platforms”) and third-party content (“Third-Party Content”).  You use links to Third-Party Platforms, and any Third-Party Content, at your own risk.  Interleukin does not monitor or have any control over, and makes no claim or representation regarding, Third-Party Content or Third-Party Platforms. A link to a Third-Party Platform or Third-Party Content does not imply Interleukin’s endorsement, adoption or sponsorship of, or affiliation with, such Third-Party Platform or Third-Party Content.  Interleukin accepts no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of, Third-Party Content, Third-Party Platforms, or websites linking to the Platform.  You should review applicable terms and policies, including privacy policies and data gathering practices, of any Third-Party Platform, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third-party.
    7. You represent and warrant that your use of the, Platform and the Platform Content will be consistent with the License and this Terms, and will not infringe, misappropriate or violate the rights of Interleukin or any other party, or breach any contract or legal duty to Interleukin or any other party, or violate any law.  
    8. Interleukin will be free to use any suggestions, comments, ideas, improvements, or other feedback or materials (together, the “Suggestions”) that you (or any third party related to you) provide to Interleukin in connection with the Platform (including without limitation any functionality, technology, appearance, design, or business model modifications).
    9. You disclaim any and all ownership rights in such Suggestions. For purposes of this section, Interleukin’s use includes the ability to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing in any manner.
  1. Changes

Information on the Platform may be changed or updated without notice. Interleukin may also make improvements and/or changes in the products and/or the programs described in this information at any time without notice. Your continued use of the Platform after any modification will mean you agree to this Terms as modified. If you do not agree to any amended terms, do not use the Platform. If you do not agree with these changes, you must discontinue use of the Platform.

  1. Continuous Service
    1. Interleukin does not warrant or guarantee continuous, uninterrupted, timely, secure or error-free access to or use of the Platform.  You may experience interruptions to the operation or functionality of the Platform for many reasons including reasons outside of Interleukin’s control.  Interleukin does not warrant or guarantee that any defects or bugs will be corrected.
    2. Notwithstanding anything to the contrary, Interleukin has the right in Interleukin’s sole discretion to determine the content, appearance, design, functionality and other aspects of the Platform, including the right to re­design, modify, remove and alter the content, appearance, design, functionality, and other aspects of the Platform and any element, aspect, portion or feature thereof (including any product listings).
    3. WITHOUT PREJUDICE TO OTHER RIGHTS GRANTED TO INTERLEUKIN UNDER LAW AND CONTRACT, INTERLEUKIN RESERVES THE RIGHT, WITHOUT NOTICE AND IN ITS SOLE DISCRETION, WITHOUT ANY NOTICE OR LIABILITY TO YOU, TO (A) TERMINATE YOUR LICENSE TO USE THE PLATFORM, OR ANY PORTION THEREOF, (B) BLOCK OR PREVENT YOUR FUTURE ACCESS TO AND USE OF ALL OR ANY PORTION OF THE PLATFORM, PLATFORM CONTENT, (C) CHANGE, SUSPEND OR DISCONTINUE ANY ASPECT OF THE PLATFORM OR PLATFORM CONTENT, AND (D) IMPOSE LIMITS ON THE PLATFORM OR PLATFORM CONTENT.
  1. WARRANTY DISCLAIMER

THE PLATFORM AND THE PLATFORM CONTENT ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. INTERLEUKIN EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE PLATFORM, INFORMATION, PLATFORM CONTENT, CONTENT AND MATERIALS ON THE PLATFORM. INTERLEUKIN DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM, PLATFORM CONTENT, OR MATERIALS IN THE PLATFORM ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION AS TO THE ACCURACY OR PROPRIETARY CHARACTER OF THE PLATFORM, THE PLATFORM CONTENT OR ANY PORTION THEREOF.  WE DO NOT WARRANT THAT THE FUNCTIONS AND SOFTWARE CONTAINED IN THE PLATFORM WILL BE AVAILABLE, TIMELY, SECURE, OR UNINTERRUPTED. INTERLEUKIN WILL NOT RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS UNLESS MATERIALLY ATTRIBUTABLE TO INTERLEUKIN’S SOLE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

INFORMATION ON THE PLATFORM MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS.  INTERLEUKIN CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM OR ITS SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES.  USE OF THE PLATFORM IS SOLELY AT YOUR RISK.

  1. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT ALLOWED BY LAW, YOU WAIVE AND COVENANT NOT TO ASSERT ANY CLAIMS OR ALLEGATIONS OF ANY NATURE WHATSOEVER AGAINST INTERLEUKIN, ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, ATTORNEYS, EMPLOYEES OR AGENTS ARISING OUT OF OR IN ANY WAY RELATING TO YOUR USE OF THE PLATFORM, THE PLATFORM CONTENT, THE CONTENT OR THE MATERIALS CONTAINED IN OR ACCESSIBLE THROUGH THE PLATFORM, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS OR ALLEGATIONS RELATING TO THE ALLEGED INFRINGEMENT OF PROPRIETARY RIGHTS, ALLEGED INACCURACY OF PLATFORM CONTENT, OR ALLEGATIONS THAT INTERLEUKIN SHOULD INDEMNIFY, DEFEND OR HOLD HARMLESS YOU OR ANY THIRD-PARTY FROM ANY CLAIM OR ALLEGATION ARISING FROM YOUR USE OR OTHER EXPLOITATION OF THE PLATFORM.  YOU USE THE PLATFORM AT YOUR OWN RISK.

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL INTERLEUKIN OR ANY PARTIES PROVIDING PLATFORM CONTENT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES OF ANY KIND, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE, OR THE INABILITY TO USE, THE PLATFORM, THE PLATFORM CONTENT, OR THE MATERIALS CONTAINED IN OR ACCESSIBLE THROUGH THE PLATFORM, EVEN IF INTERLEUKIN OR AN INTERLEUKIN AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS OF THIS SUBSECTION WILL APPLY TO ANY THEORY OF LIABILITY.  IN NO EVENT WILL THE AGGREGATE LIABILITY OF INTERLEUKIN, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, EXCEED THE AGGREGATE AMOUNT YOU ACTUALLY PAID TO INTERLEUKIN, IF ANY, IN THE SIX MONTHS PRIOR TO THE EVENT WHICH GAVE RISE TO THE CLAIM. 

WHEN YOU USE THE INTERLEUKIN PLATFORM, YOU MAY BE USING THE SERVICES OF ONE OR MORE THIRD PARTIES OR OBTAINING PRODUCTS OR SERVICES FROM THIRD PARTIES.  YOUR USE OF THESE THIRD-PARTY PRODUCTS OR SERVICES MAY BE SUBJECT TO THE SEPARATE POLICIES, TERMS OF USE, AND FEES OF THESE THIRD PARTIES.  IN NO EVENT WILL INTERLEUKIN BE SUBJECT TO DAMAGES RELATED TO ANY SUCH THIRD PARTIES. INTERLEUKIN MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO SAID THIRD PARTY PRODUCTS OR SERVICES, WHETHER EXPRESS OR IMPLIED.

Some of the above limitations of liability may not apply to you. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages.  In such cases, Interleukin’s liability will be limited to the fullest extent permitted by the applicable law.

  1. Indemnification
    1. You agree to indemnify, defend and hold harmless Interleukin and/or Interleukin’s Representatives (as defined below) against any claim, loss, damage, settlement, cost, expense or other liability (each, a “Claim”) arising from or related to: (a) your use of the Platform in a manner that violates law, regulations, or this document; (b) (if you’re a Supplier) your Products, including without limitation, the sale and fulfilment of sales pertaining to your products, any actual or alleged infringement of any intellectual property rights in your Products and any actual or alleged personal injury, death, or property damage related to your Products; (c) any breach of your obligations under this Terms; or (c) any taxes owed by you under applicable laws and regulations.
    2. You will use counsel reasonably satisfactory to Interleukin to defend any indemnified Claim, and Interleukin may control the defense of any indemnified claim (at Interleukin’s cost) to the extent Interleukin determines that any indemnified Claim might adversely affect Interleukin. “Interleukin’s Representatives” refers to Interleukin’s employees, officers, directors, investors, service providers, agents and advisors.
  1. Confidentiality
    1. You agree to hold all Confidential Information (as defined below) of Interleukin in strict confidence and not use any such Confidential Information for any purpose other than to perform your obligations and exercise your rights under the Terms. You shall not disclose Interleukin’s Confidential Information to any third party, except when such party may disclose such Confidential Information to your employees, affiliates, service providers, advisors and other representatives who need to know to perform this Terms and for internal purposes such as accounting, tax or regulatory matters.
    2. You agree to be responsible for any disclosure by your employees, affiliates, service providers, advisors and other representatives and for their compliance under the Terms. You shall take reasonable measures to protect the confidentiality and avoid the unauthorized use, disclosure or dissemination of Interleukin’s Confidential Information. Release of Confidential Information in response to a subpoena, court order, or other demand from a litigant or law enforcement entity will be permitted only if you provided us with advance notice (to the extent legally permitted) to permit us to seek a protective order or other appropriate remedy to protect our Confidential Information from release, and you shall limit the release of the Confidential Information to the extent reasonably possible under the circumstances.
    3. “Confidential Information” means all information in whatever form (e.g., written, verbal, electronic), tangible or intangible, whether disclosed or prepared upon review of such information, pertaining to the business of the disclosing party or its affiliates, subsidiaries or business associates. Confidential Information includes business, product or service plans; financial information and projections; designs, drawings, schematics, techniques, suggestions, development tools and processes; data and computer software; developments, inventions, and improvements; research and development; customer, market and marketing information (including personal information of other Users of the Platform, and Third Party Partners, which shall be considered Confidential Information) and the terms of this Terms. Sales data will be considered Confidential Information.
  1. Governing Law and Dispute Resolution

This Terms and performance hereunder will be governed by, and construed in accordance with, the laws of the Republic of the Philippines, without giving effect to conflicts of law principles.  You agree to submit any claim, dispute, or disagreement to mediation before a mutually-agreeable mediator prior to any other form of dispute resolution.  All mediation or any other form of dispute resolution will take place in Makati City, Philippines and/or through remote means.  You consent to the personal exclusive jurisdiction of courts located in Makati City, Philippines, and irrevocably waive, and covenant not to assert, any objection to such venue.

  1. Severability

The invalidity or unenforceability of any particular provision of any provision in the Terms will not affect the other provisions hereof, and this Terms will be construed in all respects as if such invalid or unenforceable provision were omitted.

  1. Transmissions
    1. Any material, information, or idea you transmit to or post on the Platform by any means will be treated as non-confidential and non-proprietary, and may be disseminated or used by Interleukin or its affiliates for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing its products. Notwithstanding the foregoing, all personal data that you provide to Interleukin, for example Registration Data, will be handled in accordance with Interleukin’s Privacy Policy, available at <link to privacy policy>.
    2. You are prohibited from posting, transmitting to or from, and/or otherwise using the Platform for any unlawful, threatening, harmful, damaging, libellous, defamatory, obscene, scandalous, inflammatory, false, pornographic, or profane material, or any other material that could give rise to any civil or criminal liability under the law.  You will not upload, post or otherwise make available on the Platform any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right.
  1. Termination

You may terminate your use and access of the Platform by refusing to use the Service. You may also terminate your Accounts by informing Us. 

In its sole and absolute discretion, with or without notice to you, Interleukin may suspend or terminate your use of and access to the Platform, terminate your account and/or remove and discard anything transmitted by you, or information stored, sent, or received via the Platform without prior notice and for any reason, including, but not limited to: 

  1. concurrent access of the Platform or Service with identical user identification
  2. permitting another person or entity to use your user identification to access the Platform or Service
  3. any unauthorized access or use of the Platform or Service
  4. any violation of these Terms or the Agreement
  5. tampering with or alteration of any of the software and/or data files contained in, or accessed through, the Platform
  6. failure to use the Platform on a regular basis.

The termination of your Account shall be without prejudice to obligations and rights that have accrued prior to such termination.

  1. Assignment

You may not assign or transfer your rights or obligations under the Terms to any third party without Interleukin’s prior written consent. Interleukin may assign any of its rights and obligations under the Terms in its sole discretion, including by way of merger or sale of stock, at any time, without need of prior notice.

  1. Force Majeure
    1. Interleukin shall not be liable to you or be deemed to be in breach of the Terms or the Agreement by reason of any delay in performing or any failure to perform any of Interleukin’s obligations if the delay or failure was due to any event or cause beyond Interleukin’s reasonable control (each an event of “Force Majeure”). Without prejudice to the generality of the foregoing, the following shall be regarded as events of Force Majeure:
      1.  Act of God, explosion, flood, tempest, fire or accident;
      2. War or threat of war, sabotage, insurrection, civil disturbance or requisition, act of terrorism or civil unrest;
      3. Acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority:
      4. Import or export regulations or embargoes;
      5. Interruption of traffic, strikes, lockouts or other industrial actions or trade disputes (whether involving employees of Interleukin or of a third party);
      6. Pandemics, health epidemics, and any government imposed restrictions or quarantine arising from such pandemics;
      7. Interruption of production or operation, difficulties in obtaining raw materials labour, fuel parts or machinery;
      8. Failures and breach by Third Party Partners;
      9. Failures by telecommunications networks, public utilities, cloud service providers; and,
      10. Power failure or breakdown in machinery.
      11. Upon the occurrence of any of the events set out in this section, Interleukin may, at its option, fully or partially suspend delivery/performance of its obligations hereunder while such event or circumstance continues.
      12. If any of the events set out in this section shall continue for a period exceeding one (1) month, Interleukin may forthwith terminate the service affected by the Force Majeure event.
  1. Cumulative remedies

All rights and remedies available to Interleukin under this Terms shall be cumulative remedies.