Terms of service
Please read these Terms of Service ("Terms") carefully as they contain important information about your legal rights, remedies and obligations. By accessing or using the TADAH Platform, you agree to comply with and be bound by these Terms.
Please note: section 19 of these Terms contains an arbitration clause and class action waiver that applies to all TADAH Members. If your country of residence is the Philippines, this provision applies to all disputes with TADAH. If your country of residence is outside of the Philippines, this provision applies to any action you bring against TADAH in the Philippines. It affects how disputes with TADAH are resolved. By accepting these Terms, you agree to be bound by this arbitration clause and class action waiver. Please read it carefully.
Last Updated: September 23, 2020
Thank you for using TADAH!
These Terms constitute a legally binding agreement (" Agreement") between you and TADAH (as defined below) governing your access to and use of the TADAH website, including any subdomains thereof, and any other websites through which TADAH makes its services available (collectively, " Site"), our mobile, tablet and other smart device applications, and application program interfaces (collectively, " Application") and all associated services (collectively, " TADAH Services"). The Site, Application and TADAH Services together are hereinafter collectively referred to as the " TADAH Platform". Our TADAH Platform are incorporated by reference into this Agreement.
When these Terms mention " TADAH ," " we ," " us ," or " our ," it refers to the TADAH company you are contracting with. Regardless of your country of residence or establishment, you are contracting with Alrighty Corp.
Any and all payment processing services through or in connection with your use of the TADAH Platform (" Payment Services") are provided to you by one or more TADAH Payments entities (individually and collectively, as appropriate, " TADAH Payments") as set out in the payment terms of service (" Payments Terms").
Table of Contents
- Scope of TADAH Services
- Eligibility, Using the TADAH Platform, Member Verification
- Modification of these Terms
- Account Registration
- Service Fees
- Terms Specific for XJ's
- Terms Specific for / Purchasers
- Booking Modifications, Cancelations and Refunds, Resolution Center
- Ratings and Reviews
- Damage to XJ's Properties and Gifter's or Giftee's Properties and Disputes Between Members
- Rounding Off, Currency Conversion
- Prohibited Activities
- Term and Termination, Suspension and Other Measures
- Dispute Resolution
- Applicable Law and Jurisdiction
- General Provisions
1. Scope of TADAH Services
1.1 The TADAH Platform is an online marketplace that enables registered users (" Members") and certain third parties who offer services (Members and third parties who offer services are "Experience Jockeys (XJ's)" and the services they offer are " XJ Services") to publish such XJ Services on the TADAH Platform (" Listings") and to communicate and transact directly with Members that are seeking to book such XJ Services (Members using XJ Services are " Gifters and Giftees" or Purchasers who bought the Service/s ). XJ Services may include the offering of service experiences (" Talents, Skills and Other Personal or Company Services"), single or multi-day activities in various categories (" Experiences"), access to unique events and locations (" Events"), and a variety of other XJ Experiences and related services.
1.2 As the provider of the TADAH Platform, TADAH does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Listings or XJ Services, nor is TADAH an organizer or retailer of travel packages. XJ alone are responsible for their Listings and Services. When Members make or accept or buy a gift booking, they are entering into a contract directly with each other. TADAH is not and does not become a party to or other participant in any contractual relationship between Members, nor is TADAH an agent or manager of any member. TADAH is not acting as an agent in any capacity for any Member, except as specified in the Payment Terms.
1.3 While we may help facilitate the resolution of disputes, TADAH has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any Listings or XJ Services, (ii) the truth or accuracy of any Listing descriptions, Ratings, Reviews, or other Member Content (as defined below), or (iii) the performance or conduct of any Member or third party. TADAH does not endorse any Member, Listing or XJ Services. Any references to a Member being "verified" (or similar language) only indicate that the Member has completed a relevant verification or identification process and nothing else. Any such description is not an endorsement, certification or guarantee by TADAH about any Member, including the Member's identity or background or whether the Member is trustworthy, safe or suitable. You should always exercise due diligence and care when deciding whether to buy for someone or yourself or participate in an Experience or Event or use other XJ Services, accept a gift booking request from a Gifter and Giftee, or communicate and interact with other Members, whether online or in person. Verified Images (as defined below) are intended only to indicate a photographic representation of a Listing at the time the photograph was taken, and are therefore not an endorsement by TADAH of any XJ or Listing.
1.4 If you choose to use the TADAH Platform as an XJ or Co-XJ (as defined below), your relationship with TADAH is limited to being an independent, third-party contractor, and not an employee, agent, joint venturer or partner of TADAH for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of TADAH. TADAH does not, and shall not be deemed to, direct or control you generally or in your performance under these Terms specifically, including in connection with your provision of the XJ Services. You acknowledge and agree that you have complete discretion whether to list XJ Services or otherwise engage in other business or employment activities.
1.5 To promote the TADAH Platform and to increase the exposure of Listings to potential Gifter and Giftee Listings and other Member Content may be displayed on other websites, in applications, within emails, and in online and offline advertisements. To assist Members who speak different languages, Listings and other Member Content may be translated, in whole or in part, into other languages. TADAH cannot guarantee the accuracy or quality of such translations and Members are responsible for reviewing and verifying the accuracy of such translations if any. The TADAH Platform may contain translations powered by Google. Google disclaims all warranties related to the translations, express or implied, including any warranties of accuracy, reliability, and any implied warranties for merchantability, fitness for a particular purpose and non-infringement.
1.6 The TADAH Platform may contain links to third-party websites or resources (" Third-Party Services"). Such Third-Party Services may be subject to different terms and conditions and privacy practices. TADAH is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by TADAH of such Third-Party Services.
1.7 Due to the nature of the Internet, TADAH cannot guarantee the continuous and uninterrupted availability and accessibility of the TADAH Platform. TADAH may restrict the availability of the TADAH Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the TADAH Platform. TADAH may improve, enhance and modify the TADAH Platform and introduce new TADAH Services from time to time.
2. Eligibility, Using the TADAH Platform, Member Verification
2.1 In order to access and use the TADAH Platform or register a TADAH Account you must be an individual at least 18 years old or a duly organized, validly existing business, organization or other legal entity in good standing under the laws of the country you are established and able to enter into legally binding contracts.
2.2 You will comply with any applicable export control laws in the Philippine jurisdiction. You also represent and warrant that neither you are located or take place in a country that is subject to a Philippine Government embargo, or that has been designated by the Philippine Government as a "terrorist supporting" area or country, and (ii) you are not listed on any Philippine list of prohibited or restricted parties.
2.3 TADAH may make access to and use of the TADAH Platform, or certain areas or features of the TADAH Platform, subject to certain conditions or requirements, such as completing a verification process, meeting specific quality or eligibility criteria, meeting Ratings or Reviews thresholds, or a Member's booking and cancellation history.
2.4 User verification on the Internet is difficult and we do not assume any responsibility for the confirmation of any Member's identity. Notwithstanding the above, for transparency and fraud prevention purposes, and as permitted by applicable laws, we may, but have no obligation to (i) ask Members to provide a form of government identification or other information or undertake additional checks designed to help verify the identities or backgrounds of Members, (ii) screen Members against third party databases or other sources and request reports from service providers, and (iii) where we have sufficient information to identify a Member, obtain reports from public records of criminal convictions or sex offender registrations or an equivalent version of background or registered sex offender checks in local jurisdiction (if available).
2.5 The access to or use of certain areas and features of the TADAH Platform may be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions, before you can access the relevant areas or features of the TADAH Platform. If there is a conflict between these Terms and the terms and conditions applicable to a specific area or feature of the TADAH Platform, the latter terms and conditions will take precedence with respect to your access or use of that area or feature, unless specified otherwise in the latter terms and conditions.
2.6 In case TADAH platform launches its own Mobile APP, and if you access or download the Application from the Apple App Store, you agree to Apples Licensed Application End User License Agreement. Some areas of the TADAH Platform implement Google Maps/Earth mapping services, including Google Maps API(s). Your use of Google Maps/Earth is subject to the Google Maps/ Google Earth Additional Terms of Services.
3. Modification of these Terms
TADAH reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the TADAH Platform and update the "Last Updated" date at the top of these Terms. We will also provide you with notice of the modifications by email at least thirty (30) days before the date they become effective. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. We will inform you about your right to terminate the Agreement in the notification email. Please ensure to always update your current and latest email. If you do not terminate your Agreement before the date the revised Terms become effective, your continued access to or use of the TADAH Platform will constitute acceptance of the revised Terms.
4. Account Registration
4.1 You must register a account (" TADAH Account") to access and use certain features of the TADAH Platform, such as publishing or booking a Listing. If you are registering an TADAH Account for a business, organization or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.
4.2 You can register a TADAH Account using an email address and creating a password, or through your account with certain third-party social networking services, such as Facebook or Google (" SNS Account"). You have the ability to disable the connection between your TADAH Account and your SNS Account at any time, by accessing the "Settings" section of the TADAH Platform.
4.3 You must provide accurate, current and complete information during the registration process and keep your TADAH Account and public and TADAH Account profile page information up-to-date at all times.
4.4 You may not register more than one (1) TADAH Account unless TADAH authorizes you to do so in writing. You may not assign or otherwise transfer your TADAH Account to another party.
4.5 You are responsible for maintaining the confidentiality and security of your TADAH Account credentials and may not disclose your credentials to any third party. You must immediately notify TADAH if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your TADAH Account. You are liable for any and all activities conducted through your TADAH Account, unless such activities are not authorized by you and you are not otherwise negligent (such as failing to report the unauthorized use or loss of your credentials).
4.6 TADAH may enable features that allow you to authorize other Members or certain third parties to take certain actions that affect your TADAH Account. For example, we may enable Members to link their TADAH Accounts to businesses and take actions for those businesses, we may enable eligible Members or certain third parties to book Listings on behalf of other Members, or we may enable XJ to add other Members as Co-XJ (as defined below) to help manage their Listings. These features do not require that you share your credentials with any other person. No third party is authorized by TADAH to ask for your credentials, and you shall not request the credentials of another Member.
5.1 TADAH may, at its sole discretion, enable Members to (i) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the TADAH Platform (" Member Content"); and (ii) access and view Member Content and any content that TADAH itself makes available on or through the TADAH Platform, including proprietary TADAH content and any content licensed or authorized for use by or through TADAH from a third party (" TADAH Content" and together with Member Content, " Collective Content").
5.2 The TADAH Platform, TADAH Content, and Member Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of the Philippines and other countries. You acknowledge and agree that the TADAH Platform and TADAH Content, including all associated intellectual property rights, are the exclusive property of TADAH and/or its licensors or authorizing third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights and notices incorporated in or accompanying the TADAH Platform, TADAH Content or Member Content. All trademarks, service marks, logos, trade names, and any other source identifiers of TADAH used on or in connection with the TADAH Platform and TADAH Content are trademarks or registered trademarks of TADAH in the Philippines and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the TADAH Platform, TADAH Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.
5.3 You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the TADAH Platform or Collective Content, except to the extent you are the legal owner of certain Member Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by TADAH or its licensors, except for the licenses and rights expressly granted in these Terms.
5.4 Subject to your compliance with these Terms, TADAH grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) download and use the Application on your personal device(s); and (ii) access and view any Collective Content made available on or through the TADAH Platform and accessible to you, solely for your personal and non-commercial use.
5.6 TADAH may offer XJ the option of having professional photographers take photographs of their XJ Services, which are made available by the photographer to XJ to include in their Listings with or without a watermark or tag bearing the words "TADAH.ph Verified Photo" or similar wording (" Verified Images"). You are responsible for ensuring that your XJ Service is accurately represented in the Verified Images and you will stop using the Verified Images on or through the TADAH Platform if they no longer accurately represent your Listing, if you stop being XJ, the XJ Service featured, or if your TADAH Account is terminated or suspended for any reason. You acknowledge and agree that TADAH shall have the right to use any Verified Images in accordance with Section 5.5 for advertising, marketing and/or any other business purposes in any media or platform, whether in relation to your Listing or otherwise, without further notice or compensation to you. Where TADAH is not the exclusive owner of Verified Images, by using such Verified Images on or through the TADAH Platform, you grant to TADAH an exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to use such Verified Images for advertising, marketing and/or any other business purposes in any media or platform, whether in relation to your Listing or otherwise, without further notice or compensation to you. TADAH in turn grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to use Verified Images outside of the TADAH Platform solely for your personal and non-commercial use.
5.7 You are solely responsible for all Member Content that you make available on or through the TADAH Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available on or through the TADAH Platform or you have all rights, licenses, consents and releases that are necessary to grant to TADAH the rights in and to such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or TADAH use of the Member Content (or any portion thereof) as contemplated under these Terms will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
5.8 You will not post, upload, publish, submit or transmit any Member Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (ii) is defamatory, libelous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person or animal; (v) promotes illegal or harmful activities or substances; or (vi) violates TADAH content policy or any other TADAH policy. TADAH may, without prior notice, remove or disable access to any Member Content that TADAH finds to be in violation of applicable law, these Terms or TADAH's then-current Policies or Standards or otherwise may be harmful or objectionable to TADAH, its Members, third parties, or property.
5.9 TADAH respects copyright law and expects its Members to do the same. If you believe that any content on the TADAH Platform infringes copyrights you own. The relevant provisions on Copyright in Sec. 5 of the TADAH Terms of Service are also adopted and incorporated herein.
6. Service Fees
6.1 TADAH may charge fees to XJ (" XJ Fees") and/or Gifter or Giftee (" Customer Fees") (collectively, " Service Fees") in consideration for the use of the TADAH Platform.
6.2 Any applicable Service Fees (including any applicable Taxes) will be displayed to an XJ or Gifter or Giftee prior to publishing or booking a Listing. TADAH reserves the right to change the Service Fees at any time, and will provide Members adequate notice of any fee changes before they become effective. Such fee changes will not affect any bookings made prior to the effective date of the fee change.
6.3 You are responsible for paying any Service Fees that you owe to TADAH. The applicable Service Fees (including any applicable Taxes) are collected by TADAH Payments. TADAH Payments will deduct any XJ Fees from the Listing Fee before remitting the payout to the XJ. Any Gifter or Giftee Fees are included in the Total Fees collected by TADAH Payments. Except as otherwise provided on the TADAH Platform, Service Fees are non-refundable.
7. Terms specific for XJ (Experience Jockey)
7.1 Terms applicable to all Listings
7.1.1 When creating a Listing through the TADAH Platform you must (i) provide complete and accurate information about your XJ Service (such as listing description, location, and calendar availability), (ii) disclose any deficiencies, restrictions (such as guest rules) and requirements that apply (such as any minimum age, proficiency or fitness requirements for an Experience) and (iii) provide any other pertinent information requested by TADAH. You are responsible for keeping your Listing information (including calendar availability) up-to-date at all times.
7.1.2 You are solely responsible for setting a price (including any Taxes if applicable, or charges such as location cleaning or equipment fees) for your Listing (" Listing Fee"). Once a Gifter or Giftee requests a booking of your Listing, you may not request that the Gifter or Giftee pay a higher price than in the booking request.
7.1.3 Any terms and conditions included in your Listing, in particular in relation to cancellations, must not conflict with these Terms or the relevant cancellation policy for your Listing.
7.1.4 TADAH may enable certain XJ to participate in its " Events Program." The Events Program enables XJ to provide Listings to certain Gifter or Giftee, such as charity or promotional awareness, for free. You acknowledge that if you choose to participate in the Events Program, your ability to restrict your Listing to certain Gifter or GIitee, such as Gifter or Giftee with previous positive Reviews, may be limited.
7.1.5 Pictures, animations or videos (collectively, " Images") used in your Listings must accurately reflect the quality and condition of your XJ Services. TADAH reserves the right to require that Listings have a minimum number of Images of a certain format, size and resolution.
7.1.6 The placement and ranking of Listings in search results on the TADAH Platform may vary and depend on a variety of factors, such as Gifter or Giftee search parameters and preferences, requirements, price and calendar availability, number and quality of Images, customer service and cancellation history, Reviews and Ratings, type of XJ Service, and/or ease of booking. More information about the factors that determine how your Listing appears in search results can be found on our help center.
7.1.7 When you accept or have pre-approved a booking request by a Gifter or Giftee, you are entering into a legally binding agreement with the Gifter or Giftee and are required to provide your XJ Service(s) to the Gifter or Giftee as described in your Listing when the booking request is made. You also agree to pay the applicable XJ Fee and any applicable Taxes.
7.1.8 TADAH recommends that XJ obtain appropriate insurance for their Services. Please review any respective insurance policy carefully, and in particular make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy, including, but not limited to, whether or not your insurance policy will cover the actions or inactions of Gifter or Giftee (and the individuals the Gifter or Giftee has booked for, if applicable) while experiencing or participating in your Experience, Event or other XJ Service.
7.2 Listing Experiences
7.2.1 Unless expressly allowed by TADAH, you may not list more than 3 kinds of service per Listing.
7.2.2 XJ are not allowed to ask for a Security Deposit (i) after a booking has been confirmed or (ii) outside of the TADAH Platform.
7.2.3 You represent and warrant that any Listing you post and the booking of, or an Experiences at a Service/s will (i) not breach any agreements you have entered into with any third parties, such as neighborhood association, local governments or other agreements, and (ii) comply with all applicable laws (such as zoning laws), tax requirements, and other rules and regulations (including having all required permits, licenses and registrations). As an XJ you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals who reside at or are otherwise present at the Experience Service/s at your request or invitation, excluding the Gifter or Giftee and any individuals the Gifter or Giftee invites to the location of the service/s.
7.3 Listing Experiences, Events and other XJ Services
XJ's who list Experiences and Events other than Services agree to and are subject to the Additional terms for experiences as needed.
7.4 Co-XJ (manager/ officer handling the listing or booking arrangement)
7.4.1 TADAH may enable XJ to authorize other Members (" Co-XJ") to administer the XJ's Listing(s), and to bind the XJ and take certain actions in relation to the Listing(s) as permitted by the XJ, such as accepting booking requests, messaging and welcoming Gifter or Giftee, and updating the Listing Fee and calendar availability (collectively, " Co-XJ Services"). Any agreement formed between XJ and Co-XJ may not conflict with these Terms, the Payment Terms or any other Policies applicable to your XJ Service(s). Co-XJ may only act in an individual capacity and not on behalf of a company or other organization, unless expressly authorized by TADAH. TADAH reserves the right, in our sole discretion, to limit the number of Co-XJ an XJ may invite for each Listing and to limit the number of Listings a Co-XJ may manage. Co-XJ must be approved by TADAH before booking it.
7.4.2 XJ should exercise due diligence and care when deciding who to add as a Co-XJ to their Listing(s). XJ remain solely responsible and liable for any and all Listings and Member Content published on the TADAH Platform, including any Listing created by a Co-XJ on their behalf. Further, XJ remain responsible and liable for their own acts and omissions, including, but not limited to, conduct that causes harm or damage to the Co-XJ. Co-XJ remain responsible and liable for their own acts and omissions when engaging in their roles and responsibilities as a Co-XJ, including, but not limited to, conduct that causes harm or damage to the XJ service/s. In addition, both XJ and Co-XJ are jointly responsible and severally liable for third party claims, including Gifter or Giftee claims, arising from the acts and omissions of the other person as related to hosting activities, communications with Gifter or Giftee, and the provision of any Co-XJ Services.
7.4.3 Unless agreed otherwise by XJ and Co-XJ, XJ and Co-XJ may terminate the Co-XJ agreement at any time. In addition, both XJ and Co-XJ acknowledge that their Co-XJ relationship will terminate in the event that TADAH (i) terminates the Co-XJ service or (ii) terminates either party's participation in the Co-XJ service. When the Co-XJ agreement is terminated, the XJ will remain responsible for all of the Co-XJ actions prior to the termination, including the responsibility to fulfill any pending or future bookings initiated prior to the termination. When a Member is removed as a Co-XJ, that Member will no longer have access to any XJ or Gifter or Giftee information related to the applicable XJ's Listing(s).
7.4.4 As a Co-XJ, you will not be reviewed by Gifter or Giftee, meaning that your Co-XJ activities will not affect your Reviews or Ratings for other Listings for which you are a XJ. Instead, the XJ of such Listing(s) will be reviewed by Gifter or Giftee. XJ acknowledges that Reviews and Ratings from Gifter or Giftee for their Listing(s) may be impacted by a Co-XJ's conduct and performance.
8. Terms specific for GIfter (Gift Buyer) / Giftee (Gift Receiver)
8.1 Terms applicable to all purchase / bookings
8.1.1 Subject to meeting any requirements (such as completing any verification processes) set by TADAH and/or the XJ, you can purchase / book a Listing available on the TADAH Platform by following the respective booking process. All applicable fees, including the Listing Fee, Security or Safety or Sanitation Deposit (if applicable), Gifter or Giftee Fee and any applicable Taxes (collectively, " Total Fees") will be presented to you prior to purchase / booking a Listing. You agree to pay the Total Fees for any purchase /booking requested in connection with your TADAH Account.
8.1.2 Upon receipt of a purchase booking confirmation from TADAH, a legally binding agreement is formed between you and your XJ, subject to any additional terms and conditions of that apply, including in particular the applicable cancellation policy and any rules and restrictions specified in the Listing. TADAH payments will collect the Total Fees at the time of the purchase / booking request or upon the XJ's confirmation pursuant to the Payment Terms. For certain purchase / bookings, Gifter or Giftee may be required to pay or have the option to pay in multiple installments (if TADAH platform allows it)
8.1.3 If you purchase / book an XJ Service on behalf of additional Giftee, you are required to ensure that every additional Giftee meets any requirements set by the XJ, and is made aware of and agrees to these Terms and any terms and conditions, rules and restrictions set by the XJ. If you are purchasing / booking for an additional guest who is a minor, you represent and warrant that you are legally authorized to act on behalf of the minor. Minors may only participate in an Experience, Event or other XJ Service if accompanied by an adult who is responsible for them.
8.1.4 TADAH may enable a Gifter or Giftee who is purchasing / booking a Listing on behalf of one or more additional giftee (the " Organizer") to split the payment of the Total Fees for an eligible booking on a pro-rata basis between the Organizer and at least one other additional giftee (each a " Co-Payer") (the " Group Payment Service") if TADAH platform allows it. In order to participate in the Group Payment Service, each Co-Payer must have or register a TADAH Account prior to making a payment. All payments via the Group Payment Service are handled by TADAH Payments and are subject to the group payment Terms of service.
8.1.5 You are allowed to enjoy and take videos and photos with your XJ's and you can also share it in your personal social media pages. You are not allowed to sell or monetize videos or photos that were taken during the time you are with the XJ's. You and anyone are not allowed to sell or monetize the experience/s service/s that the XJ's have provided to you.
8.2 Buying or Booking Experiences / Services
8.2.1 You understand that a confirmed purchase / booking of a service/s ( "Experience / Service Booking") is a limited license granted to you by the XJ to experience their service/s experience/s, during which time the XJ (only where and to the extent permitted by applicable law) retains the right to provide service/s, in accordance with your agreement with the XJ.
8.2.2 You agree to leave the XJ Location when XJ specifies in the Listing or such other time as mutually agreed upon between you and the XJ. If you stay past the agreed time without XJ consent ("Overstay"), you no longer have a license to stay in XJ location and the XJ is entitled to make you leave in a manner consistent with applicable law. In addition, you agree to pay, if requested by the XJ, for service/s (or any portion thereof) that you experience, an additional fee of up to two (2) times the average purchase / Listing Fee originally paid by you or the gift purchaser to cover the inconvenience suffered by the XJ, plus all applicable Gifter or Giftee Fees, Taxes, and any legal expenses incurred by the XJ to make you leave (collectively, "Overstay Fees"). Overstay that do not impact upcoming bookings may be limited to the additional costs incurred by the XJ as a result of such Overstay. If you Overstay at XJ location, you authorize TADAH to charge you to collect Overstay Fees. A Safety or Security or Sanitation Deposit, if required by XJ , may be applied to any Overstay Fees due for a Gifter or Giftee Overstay in XJ Location.
8.3 Purchasing, Booking Experiences, Events and other XJ Services
8.3.1 You should carefully review the description of any Experience, Event or other XJ Service you intend to book for someone or yourself to ensure you (and any additional guests you are booking for) meet any minimum age, proficiency, fitness or other requirements which the XJ has specified in their Listing. At your sole discretion, you may want to inform the XJ of any medical or physical conditions, or other circumstances that may impact your and any additional guest's ability to participate in any Experience, Event or other XJ Service. In addition, certain laws, like physical health conditions, age allowed in the location of the Experience, Event or other XJ Service, may also apply. You (purchaser) or the Gift Receiver are responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to your participation in an Experience, Event or other XJ Service. You (purchaser) or the Gift Receiver are responsible for your own safety and health. TADAH Platform and Alrighty Corp. has no responsibility to all XJ, All Gifter/s or Giftee/s or Listing Purchaser/s in whatsoever, wherever, whoever and whenever. TADAH platform and Alrighty Corp. has no responsibility to any damages, accidents or any other situations or cases that may occur to All XJ, Gifter or Giftee or Listing Purchaser at anywhere, any day or at any time.
8.3.2 Before and during an Experience, Event or other XJ Service you must at all times adhere to the XJ instructions or rules related to his service/s and experiences.
8.3.3 You, Gifter or Giftee may not bring any additional individuals to an Experience, Event or other XJ Service unless such an individual was added by you as an additional giftee during the purchasing or booking process on the TADAH Platform.
8.4 TADAH Special Credits
TADAH Special Credits may be redeemed for eligible purchasing / bookings via the TADAH Platform as specified in the terms and conditions provided in credits. You may only redeem TADAH Credits after the TADAH Credits are reflected in your TADAH Account (if allowed by TADAH)
9. Purchasing, Booking Modifications, Cancellations and Refunds, Resolution Center
9.1 XJ and Gifter or Giftee are responsible for any modifications to a purchasing / booking that they make via the TADAH Platform or direct TADAH customer service to make (" Purchasing / Booking Modifications"), and agree to pay any additional Listing Fees, XJ Fees or Gifter or Giftee Fees and/or Taxes associated with such Purchasing / Booking Modifications.
9.2 XJ can cancel a confirmed booking at any time pursuant to the Listing's Cancellation Policy set by the XJ, and TADAH Payments will refund the amount of the Total Fees due to the GIfter or GIftee in accordance with such cancellation policy. Unless Extenuating Circumstances exist, any portion of the Total Fees due to the XJ under the applicable cancellation policy will be remitted to the XJ by TADAH Payments pursuant to the Payment Terms.
9.3 If an XJ cancels a confirmed booking, the Gifter will receive a full refund of the Total Fees for such booking. In some instances, TADAH may allow the Gifter to apply the refund to a new booking, in which case TADAH Payments will credit the amount against the Gifter or Giftee subsequent booking at the Gifter's direction. Further, TADAH may publish an automated review on the Listing cancelled by the XJ indicating that a booking was cancelled. In addition, TADAH may (i) keep the calendar for the Listing unavailable or blocked for the dates of the cancelled booking, and/or (ii) impose a Cancelation Fee unless the XJ has a valid reason for cancelling the booking pursuant to TADAH Extenuating Circumstances Policy, Extenuating Circumstances, exist or has legitimate concerns about the Gifter/s or Giftee/s behavior.
9.4 For any Experiences, Events and other XJ Services, if weather poses a safety risk to Gifter or Giftee, or if it prevents an XJ from carrying out an XJ Service that takes place primarily outdoors, XJ may cancel the XJ Service. XJ may also cancel the XJ Service if other conditions exist that would prevent the XJ from offering the XJ Service safely.
9.5 In certain circumstances, TADAH may decide, in its sole discretion, that it is necessary to cancel a pending or confirmed booking and initiate corresponding refunds and payouts. This may be for reasons set forth in the TADAH Extenuating Circumstances Policy or (i) where TADAH believes in good faith, while taking the legitimate interests of both parties into account, this is necessary to avoid significant harm to TADAH, other Members, third parties or property, or (ii) for any of the reasons set out in these Terms.
9.6 If a GIfter or GIftee who books an Experience Service/s suffers a Travel Issue as defined in the Refund Policy, TADAH may determine, in its sole discretion, to refund the Gifter part or all of the Total Fees in accordance with the Refund Policy. If a Gifter or Giftee who books an Experience, Event or other XJ Service suffers a Travel Issue as defined in the Experiences Refund Policy, TADAH may determine, in its sole discretion, to refund the Gifter part or all of the Total Fees in accordance with the Experiences Refund Policy.
9.7 If a Gifter or Giftee or TADAH cancels a confirmed booking, and the Gifter receives a refund in accordance with the Refund Policy, Experiences Refund, extenuating circumstances or the applicable cancellation policy set by the XJ and mentioned in the Listing, after the XJ has already been paid, TADAH Payments will be entitled to recover the amount of any such refund from the XJ, including by subtracting such refund amount out from any future Payouts due to the XJ.
9.8 Except as otherwise set out in these Terms, Members may use the Resolution Center to send or request money for refunds, additional XJ Services or Damage Claims related to bookings. You agree to pay all amounts sent through the Resolution Center in connection with your TADAH Account, and TADAH payments will handle all such payments.
10. Ratings and Reviews
10.1 Within a certain timeframe after completing a booking, Gifter or Giftee and XJ's can leave a public review (" Review") and submit a star rating (" Rating") about each other. Ratings or Reviews reflect the opinions of individual Members and do not reflect the opinion of TADAH. Ratings and Reviews are not verified by TADAH for accuracy and may be incorrect or misleading.
10.2 Ratings and Reviews by Gifter or Giftee and XJ must be accurate and may not contain any offensive or defamatory language. Ratings and Reviews are subject to Section 5 and must comply with TADAH Content Policy.
10.3 Members are prohibited from manipulating the Ratings and Reviews system in any manner, such as instructing a third party to write a positive or negative Review about another Member.
10.4 Ratings and Reviews are part of a Member's public profile and may also be surfaced elsewhere on the TADAH Platform (such as the Listing page) together with other relevant information such as number of bookings, number of cancellations, average response time and other information.
11. Damage to XJ Equipment/s / Material/s / Property, Disputes between Members
11.1 As a Gifter or Giftee, you are responsible for leaving the XJ Location. You are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals whom you invite to the location, or otherwise provide access to, the XJ location, excluding the XJ (and the individuals the XJ invites to the Location, if applicable).
11.2 If an XJ claims and provides evidence that you as a Gifter or Giftee have damaged any XJ Property or any personal or other property at the XJ location ("Damage Claim"), the XJ can seek payment from you directly. If an XJ escalates a Damage Claim to TADAH, you will be given an opportunity to respond. If you agree to pay the XJ, or TADAH determines in its sole discretion that you are responsible for the Damage Claim, TADAH via TADAH Payments will charge the experience / service purchaser, collect any such sums to cover the Damage Claim pursuant to the Payment terms. TADAH also reserves the right to otherwise collect payment to the experience service purchaser and pursue any remedies available to TADAH in this regard in situations in which you are responsible for a Damage Claim, including, but not limited to, in relation to any payment requests made by XJ under the TADAH XJ Guarantee.
11.3 Members agree to cooperate with and assist TADAH in good faith, and to provide TADAH with such information and take such actions as may be reasonably requested by TADAH, in connection with any Damage Claims or other complaints or claims made by Members relating to (i) Damages or any personal or other property located at XJ Location, (ii) Experiences, (iii) Co-XJ agreements, or (iv) a Group Payment Booking. A Member shall, upon TADAH's reasonable request and at no cost to the Member, participate in mediation or a similar resolution process with another Member, which process will be conducted by TADAH or a third party selected by TADAH or its insurer.
11.4 If you are a Gifter or Giftee or a Co-XJ, you understand and agree that TADAH may make a claim under your persona or company insurance policy related to any damage or loss that you may have caused, or been responsible for, to any personal or other property of the XJ .You agree to cooperate with and assist TADAH in good faith, and to provide TADAH with such information as may be reasonably requested by TADAH, to make a claim under your personal or company insurance policy, including, but not limited to, executing documents and taking such further acts as TADAH may reasonably request to assist TADAH in accomplishing the foregoing.
11.5 In case there's damage/s caused by or due to the fault nor negligence of the Gifter/s or Giftee/s in other places and not from XJ's location/ property, the XJ will not be responsible or liable on any damage/s. The Gifter or Giftee will be responsible and liable to settle or pay the damages
12. Rounding off
TADAH generally supports payment amounts that are payable from or to Gifter or Giftee or XJ to the smallest unit supported by a given currency (i.e., Philippines, U.S. cents, Euro cents or other supported currencies). Where TADAH's third-party payment services provider does not support payments in the smaller unit supported by a given currency, TADAH may, in its sole discretion, round up or round down the displayed amounts that are payable from or to Gifter or Giftee or XJ's to the nearest whole functional base unit in which the currency is denominated (i.e. to the nearest dollar, Euro or other supported currency); for example, TADAH may round up an amount of $101.50 to $102.00, and round down an amount of $101.49 to $101.00.
13.1 As an XJ you are solely responsible for determining your obligations to report, collect, remit or include in your Listing Service/s Fees any applicable VAT or other indirect sales taxes, occupancy tax, tourist or other visitor taxes or income taxes (" Taxes").
13.2 Tax regulations may require us to collect appropriate Tax information from XJ, or to withhold Taxes from payouts to XJ, or both. If a XJ fails to provide us with the required documentation under applicable law (e.g., a tax number) that we determine to be sufficient to alleviate our obligation (if any) to withhold Taxes from payouts to you, we reserve the right to withhold payouts up to the tax-relevant amount as required by law, until resolution.
13.3 You understand that any appropriate governmental agency, department and/or authority (" Tax Authority") where your Experience Service/s is located may require Taxes to be collected from Gifter or Giftee or XJ on Listing Fees, and to be remitted to the respective Tax Authority. The laws in jurisdictions may vary, but these Taxes may be required to be collected and remitted as a percentage of the Listing Fees set by XJ's, a set amount per time or day, or other variations, and are sometimes called "city taxes, "tourist taxes" or others ("Occupancy Taxes").
13.4 In certain jurisdictions, TADAH may decide in its sole discretion to facilitate collection and remittance of Taxes from or on behalf of Gifter or Giftee or XJ's, in accordance with these Terms ("Collection and Remittance") if such jurisdiction asserts TADAH or XJ have a Tax collection and remittance obligation. In any jurisdiction in which we decide to facilitate direct Collection and Remittance, you hereby instruct and authorize TADAH (via TADAH Payments) to collect Taxes from Guests on the XJ's behalf at the time Listing Fees are collected, and to remit such Taxes to the Tax Authority. In other jurisdictions TADAH may decide in its sole discretion to collect taxes and remit such Taxes to eligible and qualifying XJ's, based on tax information supplied by the XJ, for ultimate reporting and remittance by such XJ to the Tax Authority ("Pass-Through Tax Feature").Such XJ's using the Pass-Through Tax Feature will be solely responsible for informing TADAH about the correct Tax amount to be collected from the Gifter or Giftee in accordance with applicable law and directly remitting the Taxes to the relevant Tax Authority. TADAH does not assume any liability for the failure of a participating XJ to comply with any applicable tax reporting or remittance obligations. The amount of Taxes, if any, collected and remitted by TADAH will be visible to and separately stated to both Gifter or Giftee and XJ on their respective transaction documents. Where TADAH is facilitating Collection and Remittance, XJ's are not permitted to collect any Taxes being collected by TADAH relating to their Service in that jurisdiction.
13.5 You agree that any claim or cause of action relating to TADAH's facilitation of Collection and Remittance of Taxes shall not extend to any supplier or vendor that may be used by TADAH in connection with facilitation of Collection and Remittance, if any. Gifter/s or Giftee/s and XJ's agree that we may seek additional amounts from you in the event that the Taxes collected and/or remitted are insufficient to fully discharge your obligations to the Tax Authority, and agree that your sole remedy for Taxes collected is a refund of Taxes collected by TADAH from the applicable Tax Authority in accordance with applicable procedures set by that Tax Authority.
13.6 TADAH reserves the right, with prior notice to XJ's, to cease the Collection and Remittance in any jurisdiction for any reason at which point XJ'x and Gifter/s and Giftee/s are once again solely responsible and liable for the collection and/or remittance of any and all Taxes that may apply in that jurisdiction.
14. Prohibited Activities
14.1 You are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the TADAH Platform. In correction with use of TADAH Platform. you will not assist or enable others to:
- breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or our Terms, Policies or Standards.
- use the TADAH Platform or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies TADAH endorsement, partnership or otherwise misleads others as to your affiliation with TADAH;
- use the TADAH platform in connection with the distribution of unsolicited commercial messages ("spam");
- offer, as an XJ, any Experiences Services/s that you do not yourself have or have permission to make available as experience service through the TADAH Platform;
- unless TADAH explicitly permits otherwise, book any Listing if you will not actually be using the XJ Services yourself;
- contact another Member for any purpose other than asking a question related to your own booking, Listing, or the Member's use of the TADAH Platform, including, but not limited to, recruiting or otherwise soliciting any Member to join third-party services, applications or websites, without our prior written approval;
- use the TADAH Platform to request, make or accept a booking independent of the TADAH Platform, to circumvent any Service Fees or for any other reason;
- request, accept or make any payment for Listing Fees outside of the TADAH Platform or TADAH Payments. If you do so, you: (i) accept all risks and responsibility for such payment, and (ii) hold TADAH harmless from any liability for such payment;
- discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any violent, harmful, abusive or disruptive behavior;
- misuse or abuse any Listings or services associated with the TADAH program;
- use, display, mirror or frame the TADAH Platform or Collective Content, or any individual element within the TADAH Platform, TADAH's name, any TADAH trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the TADAH Platform, without TADAH's express written consent;
- dilute, tarnish or otherwise harm the TADAH brand in any way, including through unauthorized use of Collective Content, registering and/or using TADAH or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domain names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to TADAH domains, trademarks, taglines, promotional campaigns or Collective Content;
- use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the TADAH Platform for any purpose;
- avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by TADAH or any of TADAH's providers or any other third party to protect the TADAH Platform;
- attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the TADAH Platform;
- take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the TADAH Platform;
- export, re-export, import, or transfer the Application except as authorized by Philippine law, the export control laws of your jurisdiction, and any other applicable laws; or
- violate or infringe anyone else's rights or otherwise cause harm to anyone.
14.2 You acknowledge that TADAH has no general obligation to monitor Member Content nor to actively seek facts or circumstances indicating illegal activity, but has the right to review, disable access to, or edit any Member Content, in order to (i) operate, secure and improve the security of the TADAH Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Members' compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to Member Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Members agree to cooperate with and assist TADAH in good faith, and to provide TADAH with such information and take such actions as may be reasonably requested by TADAH with respect to any investigation undertaken by TADAH or a representative of TADAH regarding the use or abuse of the TADAH Platform.
14.3 If you feel that any Member you interact with, whether online or in person, is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to TADAH by contacting us with your police station and report number (if available). You agree that any report you make will not obligate us to take any action (beyond what is required by law, if any).
15. Term and Termination, Suspension and other Measures
15.1 This Agreement shall be effective until such time when you or TADAH terminate the Agreement in accordance with this provision.
15.2 You may terminate this Agreement at any time by sending us an email. If you cancel your TADAH Account as an XJ, any confirmed booking(s) will be automatically cancelled and your Gifter or Giftee will receive a full refund. If you cancel your TADAH Account as a Gifter or Giftee t, any confirmed booking(s) will be automatically cancelled and any refund will depend upon the terms of the Listing's cancellation policy.
15.3 Without limiting our rights specified below, TADAH may terminate this Agreement for convenience at any time by giving you thirty (30) days' notice via email to your registered email address.
15.4 TADAH may immediately, without notice, terminate this Agreement and/or stop providing access to the TADAH Platform if (i) you have materially breached your obligations under these Terms, Payment Terms our Policies or Standards, or (ii) you have violated applicable laws, regulations or third party rights, or (iii) such action is necessary to protect the personal safety or property of TADAH, its Members, or third parties (for example in the case of fraudulent behavior of a Member).
15.5 In addition, TADAH may take any of the following measures (i) to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body, or if (ii) you have breached these Terms, the Payment Terms our Policies or Standards, applicable laws, regulations, or third party rights, (iii) you have provided inaccurate, fraudulent, outdated or incomplete information during the TADAH Account registration, Listing process or thereafter, (iv) you and/or your Listings or XJ Services at any time fail to meet any applicable quality or eligibility criteria, (v) you have repeatedly received poor Ratings or Reviews or TADAH otherwise becomes aware of or has received complaints about your performance or conduct, (vi) you have repeatedly cancelled confirmed bookings or failed to respond to booking requests without a valid reason, or (vii) such action is necessary to protect the personal safety or property of TADAH, its Members, or third parties, or to prevent fraud or other illegal activity:
- refuse to surface, delete or delay any Listings, Ratings, Reviews, or other Member Content;
- cancel any pending or confirmed bookings;
- limit your access to or use of the TADAH Platform;
- temporarily or permanently revoke any special status associated with your TADAH Account;
- temporarily or in case of severe or repeated offenses permanently suspend your TADAH Account and stop providing access to the TADAH Platform.
In case of non-material breaches and where appropriate, you will be given notice of any intended measure by TADAH and an opportunity to resolve the issue to TADAH's reasonable satisfaction.
15.6 If we take any of the measures described above (i) we may refund your Gifter in full for any and all confirmed bookings that have been cancelled, irrespective of preexisting cancellation policies, and (ii) you will not be entitled to any compensation for pending or confirmed bookings that were cancelled.
15.7 When this Agreement has been terminated, you are not entitled to a restoration of your TADAH Account or any of your Member Content., except if the termination of the Agreement is pursuant to Secs. 15.2 and 15.3. If your access to or use of the TADAH Platform has been limited or your TADAH Account has been suspended or this Agreement has been terminated by us, you may not register a new TADAH Account or access and use the TADAH Platform through another TADAH Account of another Member, except if the termination of the Agreement is pursuant to Secs. 15.2 and 15.3.
15.8 If TADAH takes any of the measures described in this Section 15 you may appeal such a decision by contacting our customer service
If you choose to use the TADAH Platform or Collective Content, you do so voluntarily and at your sole risk. The TADAH Platform and Collective Content is provided "as is", without warranty of any kind, either express or implied.
You agree that you have had whatever opportunity you deem necessary to investigate the TADAH Services, laws, rules, or regulations that may be applicable to your Listings and/or XJ Services you are receiving and that you are not relying upon any statement of law or fact made by TADAH relating to a Listing.
If we choose to conduct identity verification or background checks on any Member, to the extent permitted by applicable law, we disclaim warranties of any kind, either express or implied, that such checks will identify prior misconduct by a Member or guarantee that a Member will not engage in misconduct in the future.
You agree that some Experiences, Events, other XJ Services, or the Group Payment Service may carry inherent risk, and by participating in such services, you choose to assume those risks voluntarily. For example, some XJ Services may carry risk of illness, bodily injury, disability, or death, and you freely and willfully assume those risks by choosing to participate in those XJ Services. You assume full responsibility for the choices you make before, during and after your participation in an XJ Service or the Group Payment Service. If you are bringing a minor as an additional giftee, you are solely responsible for the supervision of that minor throughout the duration of your XJ Service and to the maximum extent permitted by law, you agree to release and hold harmless TADAH from all liabilities and claims that arise in any way from any injury, death, loss or harm that occurs to that minor during the XJ Service or in any way related to your XJ Service.
The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.
You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the TADAH Platform and Collective Content, your publishing or booking of any Listing via the TADAH Platform, your participation in any Experience or Event or use of any other XJ Service, participation in the Group Payment Service, or any other interaction you have with other Members whether in person or online remains with you. Neither TADAH nor any other party involved in creating, producing, or delivering the TADAH Platform or Collective Content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) from the use of or inability to use the TADAH Platform or Collective Content, (iii) from any communications, interactions or meetings with other Members or other persons with whom you communicate, interact or meet with as a result of your use of the TADAH Platform, or (iv) from your publishing or booking of a Listing, including the provision or use of a Listing's XJ Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not TADAH has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. Except for our obligations to pay amounts to applicable XJ pursuant to these Terms or an approved payment request, in no event will TADAH's aggregate liability arising out of or in connection with these Terms and your use of the TADAH Platform including, but not limited to, from your publishing or booking of any Listings via the TADAH Platform, or from the use of or inability to use the TADAH Platform or Collective Content and in connection with any Experiences, Event or other XJ Service, the Group Payment Service, or interactions with any other Members, exceed the amounts you have paid or owe for bookings via the TADAH Platform as a****Gifter or Giftee in the twelve (12) month period prior to the event giving rise to the liability, or if you are an XJ, the amounts paid by TADAH to you in the twelve (12) month period prior to the event giving rise to the liability, or five thousand pesos (Php 5000.00), if no such payments have been made, as applicable. The limitations of damages set forth above are fundamental elements of the basis of the bargain between TADAH and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you. If you reside outside of the Philippines, this does not affect TADAH's liability for death or personal injury arising from its negligence, nor for fraudulent misrepresentation, misrepresentation as to a fundamental matter or any other liability which cannot be excluded or limited under applicable law.
To the maximum extent permitted by applicable law, you agree to release, defend (at TADAH's option), indemnify, and hold TADAH and its affiliates and subsidiaries, including but not limited to, TADAH Payments, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Terms or our Policies or Standards, (ii) your improper use of the TADAH Platform or any TADAH Services, (iii) your interaction with any Member, stay at XJ Location or your location, participation in an Experience, Event or other XJ Service, participation in the Group Payment Service, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, stay, participation or use, or (iv) your breach of any laws, regulations or third party rights. The indemnification obligation according to this Section 18 only applies if and to the extent that the claims, liabilities, damages, losses, and expenses have been adequately caused by your culpable breach of a contractual obligation.
19. Dispute Resolution and Arbitration Agreement
19.1 This Dispute Resolution and Arbitration Agreement shall apply if you bring any claim against TADAH in the Philippines (to the extent not in conflict).
19.2 Overview of Dispute Resolution Process. TADAH is committed to participating in a consumer-friendly dispute resolution process. To that end, these Terms provide for a two-part process for individuals to whom Section 19.1 applies: (1) an informal negotiation directly with TADAH's customer service team, and (2) a binding arbitration administered by the Arbitration Commission (CIAC) and the Philippines Resolution Center Inc (PDRCI) using its specially designed Consumer Arbitration Rules (as modified by this Section 19 and except as provided in Section 19.6). Specifically, the Consumer Arbitration Rules provide:
- Claims can be filed with the CIAC and the PDRCI
- Arbitrators must be neutral and no party may unilaterally select an arbitrator;
- Arbitrators must disclose any bias, interest in the result of the arbitration, or relationship with any party;
- Parties retain the right to seek relief in small claims court for certain claims, at their option, if the dispute is note resolved through informal negotiation.
- The initial filing fee for the consumer is capped by the Arbitration Commission (CIAC) and the Philippines Resolution Center Inc (PDRCI)
- The consumer gets to elect the hearing location and can elect to participate live, by phone or video conference.
- Arbitrators may require by submission of documents;
- The arbitrator can grant any remedy that the parties could have received in court to resolve the party's individual claim.
- 19.3 Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and TADAH each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact TADAH's customer service team by emailing us. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with the CIAC and the PDRCI
- the written Demand for Arbitration provided to the other party, as specified in the Arbitration Commission (CIAC) and the Philippines Resolution Center Inc (PDRCI) rules
19.3 Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and TADAH each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact TADAH's customer service team by emailing us. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with the CIAC and the PDRCI and the written Demand of the Arbitration must be provided to the other party, as specified in the CIAC and PDRCI rules.
19.4 Agreement to Arbitrate. You and TADAH mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the applicability, breach, termination, validity, enforcement or interpretation thereof, or to the use of the TADAH Platform, the XJ Services, the Group Payment Service, or the Collective Content (collectively, "Disputes") will be settled by binding individual arbitration (the "Arbitration Agreement"). If there is dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and TADAH agree that the arbitrator will decide that issue.
19.5 Exceptions to Arbitration Agreement. You and TADAH each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).
19.6 Arbitration Rules and Governing Law. This Arbitration Agreement evidences a transaction in interstate commerce and thus the Arbitration Act governs the interpretation and enforcement of this provision. The arbitration will be administered by CIAC and the PDRCI in accordance with the Consumer Arbitration Rules and/or other CIAC and PDRCI rules determined to be applicable by the CIAC and PDRCI then in effect, except as modified here.
19.7 Modification - Arbitration Commission (CIAC) and the Philippines Resolution Center Inc (PDRCI) Arbitration Hearing/Location. In order to make the arbitration most convenient to you, TADAH agrees that any required arbitration hearing may be conducted, at location to which you and TADAH both agree; via phone or video conference; or for any claim or counterclaim under $1,000, by solely the submission of documents to the arbitrator.
19.8 Modification of Arbitration Commission (CIAC) and the Philippines Resolution Center Inc (PDRCI) Rules - Attorney's Fees and Costs. You and TADAH agree that TADAH will be responsible for payment of the balance of any initial filing fee under the Rules in excess of $200 for claims of $1,000 or less. You may be entitled to seek an award of attorney fees and expenses if you prevail in arbitration, to the extent provided under applicable law and the rules. Unless the arbitrator determines that your claim was frivolous or filed for the purpose of harassment, TADAH agrees it will not seek, and hereby waives all rights it may have under applicable law or the Rules, to recover attorneys' fees and expenses if it prevails in arbitration.
19.9 Arbitrator's Decision. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant's individual claim.
19.10 Jury Trial Waiver. You and TADAH acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.
19.11 No Class Actions or Representative Proceedings. You and TADAH acknowledge and agree that, to the fullest extent permitted by law, we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney-general action, or any other representative proceeding as to all Disputes. Further, unless you and TADAH both otherwise agree in writing, the arbitrator may not consolidate more than one party's claims and may not otherwise preside over any form of any class or representative proceeding. If the "class action lawsuit" waiver or the "class-wide arbitration" waiver in this Section 19.11 is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute and the Dispute must proceed in court. If the "private attorney general action" waiver or the "representative proceeding" waiver in this Section 19.11 is held unenforceable with respect to any Dispute, those waivers may be severed from this Arbitration Agreement and you and TADAH agree that any private attorney general claims and representative claims in the Dispute will be severed and stayed, pending the resolution of any arbitrable claims in the Dispute in individual arbitration.
19.12 Severability. Except as provided in Section 19.11, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.
19.12 Changes. Notwithstanding the provisions of Section 3 ("Modification of these Terms"), if TADAH changes this Section 19 ("Dispute Resolution and Arbitration Agreement") after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within thirty (30) days of the date such change became effective, as indicated in the "Last Updated" date above or in the date of TADAH's email to you notifying you of such change. Rejecting a new change, however, does not revoke or alter your prior consent to any earlier agreements to arbitrate any Dispute between you and TADAH (or your prior consent to any subsequent changes thereto), which will remain in effect and enforceable as to any Dispute between you and TADAH.
19.14 Survival. Except as provided in Section 19.12, this Section 19 will survive any termination of these Terms and will continue to apply even if you stop using the TADAH Platform or terminate your TADAH Account.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the TADAH Platform (" Feedback"). You may submit Feedback by emailing us, through the contact section of the TADAH Platform, or by other means of communication. Any Feedback you submit to us may be used by us for any business purpose and will be considered non-confidential and non-proprietary to you.
21. Applicable Law and Jurisdiction
These Terms are governed by and construed in accordance with Philippine law. If you are acting as a consumer and if mandatory statutory consumer protection regulations in your country of residence contain provisions that are more beneficial for you, such provisions shall apply irrespective of the choice of Philippine law. As a consumer, you may bring any judicial proceedings relating to these Terms before the competent court of your place of residence or the competent court of TADAH's place of business in the Philippines. If TADAH wishes to enforce any of its rights against you as a consumer, we may do so only in the courts of the jurisdiction in which you are a resident. If you are acting as a business, you agree to submit to the exclusive jurisdiction of the Philippines courts.
22. General Provisions
22.1 Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement between TADAH and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between TADAH and you in relation to the access to and use of the TADAH Platform.
22.2 No joint venture, partnership, employment, or agency relationship exists between you and TADAH as a result of this Agreement or your use of the TADAH Platform.
22.3 These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.
22.4 If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.
22.5 TADAH's failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.
22.6 You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without TADAH's prior written consent. TADAH may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with thirty (30) days prior notice. Your right to terminate this Agreement at any time remains unaffected.
22.7 Unless specified otherwise, any notices or other communications to Members permitted or required under this Agreement, will be provided electronically and given by TADAH via email, TADAH Platform notification, or messaging service (including SMS)