IMPORTANT - READ CAREFULLY: These Terms of Service ("Terms") are a legal contract between you ("You", “User”, “Medical Seller” or “Healthcare Customer”) and Skrooll.med e-Commerce Web Portal Services (“Skrooll” or the “Company”),a DTI-registered company with office address at Unit 706 Richville Corporate Center, 1314 Commerce Avenue Ext., Madrigal Business Park, Alabang, Muntinlupa for the use of this Internet Website (the "Website"), including the purchase of merchandise and services advertised on this Website ("Order" or "Orders"). Access to and use of this Website by any User is subject to these Terms, including any modifications or additions to these Terms from time to time issued by Skrooll and all applicable laws and regulations in the Philippines. BY ACCESSING OR USING THIS WEBSITE and CLICKING THE AGREE BUTTON BELOW, USER AGREES TO BE BOUND BY THESE TERMS, INCLUDING THE WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY AND TERMINATION PROVISIONS BELOW, AND REPRESENTS AND WARRANTS TO SKROOLL THAT USER IS AUTHORIZED TO ENTER INTO AND BE BOUND BY THESE TERMS ON USER'S BEHALF OR ON BEHALF OF THE ENTITY THAT USER REPRESENTS.


Skrooll shall have the right to modify the terms and conditions from time to time, as deemed necessary. Please check back periodically to review the changes in its sole discretion and without prior notice, at any time, and from time to time. Such modifications and additions shall be effective immediately upon posting to this Website. Notice may be given by any means, including, without limitation, posting the modified or additional terms and conditions on this Website. If User disagrees with the changes to these Terms, User should discontinue User's use of the applicable services on this Website. Any access to or use of this Website by User after posting of modifications or additions to these Terms shall constitute and be deemed to be such User's agreement to such modifications or additions.

Skrooll also has the right to modify or discontinue, temporarily or permanently, this Website, any merchandise or services advertised by Skrooll through this Website, or any User's right to access or use any portion of this Website, in Skrooll’s sole discretion, at any time and without prior notice, for any reason, including without limitation: (1) attempts to gain unauthorized access to this Website or assist others attempting to do so, (2) disabling any security features on this Website, (3) User's violation of these Terms, (4) failure to pay for ordered merchandise or services or the applicable shipping charges, (5) suspected or actual infringement of a third party's intellectual property rights, or (6) requests by law enforcement or other government agencies. The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of these Terms for all purposes.

1. To gain access and use some portions and features of the Service, you will need to register as a member. Registering as a member requires you to expressly signify your acceptance of the Agreement.
2. Only medical sellers and Healthcare customers are allowed to sign-up and register to the website.
3. All interested medical sellers may apply membership upon registration, filling-up company information and detail, submission of business documents, selection of Vendor Plan Subscription, verification, confirmation and approval.
4. Private healthcare customers will also follow the same procedure of registration, submission of all business documents, verification and approval.
5. Registration procedure requires all medical sellers and healthcare customers to complete online application by answering the Registration form and submission of electronic copies of documents. Needed are the following:
   • DTI Registration Certificate, or
   • SEC Registration Certificate
   • Business permit
   • BIR Certificate
   • Contact person
   • Contact number
   • Email address
   • Zip code
   • Tax Identification Number
   The above mentioned permits and certificates are required for verification and validation of business identities of all applicants.
6. Applicants are required to provide information that is true, accurate, current and complete. If you furnish information that is untrue, inaccurate, not current or incomplete (or becomes untrue, inaccurate, not current or incomplete) or if Skrooll suspects that such information is untrue, inaccurate, not current or incomplete), Skrooll reserves the right to suspend or terminate your membership.
7. Approved and Registered medical sellers will be provided their own mini-website or mini-store within Skrooll protected by its own chosen username and password. It has basic and necessary functionalities such as dashboard, a cloud storage for its product catalogue, customer management tools, inquiry, quotation submission, order management system, payment transactions, and sales reports. All information pertinent to the company, products, transactions, clients and other related data are encrypted and secured.
   These government-issued documents are also displayed in the seller’s mini-store and viewable by healthcare customers for purposes such as evaluation, validation and supplier’s accreditation. The validity of the information that will be posted in the website about the identity of the seller, its government permits and certificates, will be dependent on the data and records that will be provided by the said seller applicant.
8. All Registered Medical sellers and healthcare customers are responsible for maintaining the confidentiality of their respective User ID, Password, phone number and restrictions on access to their computer, computer system and computer network. Included are all activities that occur under their User ID and Password or email ID and phone number. You are solely responsible for all activities that occur under your account. You agree to notify Skrooll immediately of any unauthorized use of your account or breach of security.
9. All Healthcare buyers will also have their respective username and password to access its dashboard with tool for the management of their suppliers, product catalogue, pricing, order activities and history, procurement reports and other business transactions. All of which are also encrypted and accessible only to them.
10. Registered Seller shall ensure that proper exit from account at the end of each session must be practiced
11. All Communication and data transmission by Skrooll to all seller shall be made through electronic records such as website and email. Skrooll have permission to send transactional, promotional and commercial messages to the said seller. All agreement, notices, disclosures and other communication will be made through electronic record shall be deemed adequate service of notice to satisfy any legal requirement instead of in writing.
12. The veracity or accuracy of Information of all uploaded products, its description, specification, images, videos, prices and all other related matters will be accounted to its corresponding seller.
13. Reasons and grounds where Skrooll may limit seller’s activity, ending product listing and removal of information, and will warn all customers of any temporary/indefinite suspension, or termination of seller’s membership and complete inaccessibility in Skrooll website
    • breach of User Agreement or Privacy Policy, agreements rules, policies, terms and conditions
    • cannot verify or authenticate any information provided by seller 
    • any actions that may cause legal liability
    • Skrooll have sole discretion to reinstate suspended Users.

1. Public access is limited only to browsing or viewing of listed products and its information, and directory of all registered sellers . Business transactions such as comparison of brand, request for quotation, make an offer, receiving pricelist, cart, checkout and ordering, product review, seller reviews are exclusive to registered healthcare customers only. Upload of product, marketing, selling, sending pricelist or quotation, receiving orders are limited only to registered Medical sellers.
2. Consumer or private individuals who are not into healthcare business, will not be granted registration, membership and full use of Skrooll website.
3. Users who wish to order certain merchandise, transact or utilize the services being offered in this Website are required to register as a member prior to the transaction or utilization of services by completing and executing a Registration/Membership Agreement. Skrooll may accept or reject any Registration Agreement in its sole discretion. User represents and warrants that the information provided when registering is accurate, complete and current as of the date submitted and that User will update such information from time to time as necessary. These Terms shall be incorporated into, and form an integral part of, each Registration Agreement. As part of the registration process, User will select a user name (“User Name”) and a password (“Password”) to access the User Name. User’s User Name and Password are User’s credentials to access this Website. User may not have a User Name that is vulgar, attempts to impersonate another person, or violates the rights of others. Skrooll also may reject any User Name that Skrooll determines in its discretion is unacceptable for use on this Website. User is solely responsible for all use of this Website under its User Name and Password and for maintaining the confidentiality of its User Names and Passwords and will (i) promptly notify Skrooll of any actual or suspected unauthorized use of this Website and (ii) ensure that User exits from User’s account at the end of each session.
4. Skrooll shall not be liable for any loss or damage arising from User’s failure to comply with User’s obligations hereunder. Skrooll reserves the right to suspend or terminate any User Name or Password upon notice to User that it reasonably determines may have been used for an unauthorized purpose. Skrooll will not be liable for any damage, injury or other such loss that the User incurs by failing to maintain the confidentiality of the password or by otherwise failing to comply with these Termss.
5. By establishing a User Name with Skrooll, and each time User submits an Order through this Website, User authorizes Skrooll to contact User at User’s e-mail address or any registered contact number or medium.
6. User is responsible for changing its User Name and Password if either is compromised. User agrees that Skrooll, in its sole discretion, may terminate User's Password or User Name or use of this Website for any reason, including, without limitation, for lack of use, or if Skrooll believes that User has violated or acted inconsistently with the letter or spirit of these Terms. User agrees that any termination of User's Password or User Name or use of this Website may be effected with prior notice and acknowledges and agrees that Skrooll may immediately deactivate or delete User's account and all related information and files and/or bar any further access to such information and files. Further, User agrees that Skrooll shall not be liable to User or any third party for any termination of User's access, as provided herein.
7. User may use the records, documents and information obtained through this Website only as necessary to use this Website’s services or to place an Order with Skrooll. Without limiting the foregoing or expanding any User rights hereunder, User agrees that it will not (A) republish, reproduce, sell, resell, distribute (through linking or framing or otherwise) or make any commercial use of this Website (other than the ordering of merchandise in accordance with these Terms and the Registration Agreement) or any of the information available through this Website; (B) make any use of any such information or the facilities of Skrooll that would allow an unauthorized third party to have access to or the benefits of this Website; (C) collect or use other users’ e-mail addresses or other users’ information, ratings or listings, or otherwise conduct any data extraction or data mining whatsoever
8. User agrees that, while using this Website, User will not: (A) transmit or post on this Website any message under a false name; (B) transmit or post on this Website any unlawful, libelous, defamatory, threatening, abusive, harassing or otherwise objectionable information of any kind, including, without limitation, any transmission constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise under any applicable law; (C) transmit or post on this Website any record, document or information that discloses private or personal matters concerning any person, including, but not limited to, messages or information that would violate a person's rights of privacy or publicity; (D) transmit or post on this Website any record, document, information, file or software that contains a virus, worm, Trojan Horse or any other contaminating or destructive features; (E) transmit or post on this Website any record, document, information, data, image or program that would violate the property rights of others, including unauthorized copyrighted text, images or programs, trade secrets, confidential or other proprietary information, or use of trademarks or service marks in an infringing fashion; (F) interfere, in any way, with other use of or access to this Website; (G) offer for sale or sell illegal merchandise, including counterfeit merchandise or merchandise or services that violate or infringe upon the patent rights, copyrights, trade secrets, trademarks or other intellectual property rights or other rights of any person or entity; (H) modify, delete or alter any information or Order placed by or on behalf of any other User.
9. a. User agrees to comply with all applicable laws, rules and regulations regarding use of this Website, including ordering and/or purchasing merchandise. Skrooll may report fraudulent conduct to law enforcement authorities, and Skrooll will cooperate to ensure that violators are prosecuted to the fullest extent of the law. In addition, Skrooll reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. In order to cooperate with governmental requests, to protect Skrooll’s systems and customers, or to ensure the integrity and operation of Skrooll’s business and systems, Skrooll may access and disclose any information it considers necessary or appropriate, including, without limitation, User contact details, IP addressing and traffic information, usage history and posted content. Recognizing the global nature of the Internet, User agrees to comply with all local rules regarding online conduct and acceptable content. Specifically, User agrees to comply with all applicable laws regarding the transmission of technical data in accordance with the Data Privacy Act of 2012.

1. The information and materials posted on this Website by Skrooll or any other party may contain errors, omissions, or typographical errors or may be out of date. Skrooll may change, delete, or update any information or materials posted by Skrooll at any time, from time to time, without prior notice. The information and materials posted on this Website by Skrooll are provided for informational purposes only and are not binding on Skrooll in any way except as otherwise expressly agreed to in writing by Skrooll.
2. User understands that certain merchandise, services and information advertised on or through this Website are provided by third parties that are not affiliated with or under the control of Skrooll. Skrooll does not operate, control, endorse, guaranty, represent or warrant in any way any merchandise, services or information offered or provided by such third parties on or accessed through this Website.
3. Links and references on this Website to other Internet websites operated by third parties, if any, including Skrooll’s corporate partners, do not constitute sponsorship, endorsement, or approval by Skrooll of the content, policies, or practices of such linked or referenced websites. Linked and referenced websites are not operated, controlled, or maintained by Skrooll, and Skrooll is not responsible for the availability, content, policies, or practices of linked or referenced websites. Links and references to other websites are provided for User’s convenience only, and User accesses them at his/her own risk.
4. Skrooll is not liable for content that is provided by others. Skrooll cannot and does not screen the content provided by users of this Website. Notwithstanding the foregoing, Skrooll reserves the right to monitor content on this Website and to remove content that Skrooll, in its sole discretion, determines to be harmful, offensive, or otherwise in violation of applicable law, these Terms or the spirit of this Website. Skrooll is not responsible for any failure or delay in removing such material. Skrooll is not responsible for content made available on the Internet.

1. Seller represent and confirm to be the sole and exclusive legal owner of all items, goods or products that are to be marketed, advertised and on sale in the Website. Seller have absolute right, title and authority to deal in and offer for sale such items, goods or products.
2. Sellers must legally represent that all of its products have permission to market, advertise and to sell. Seller must also guarantee that all products in their listing are genuine and not counterfeit or stolen, or knock off items. Seller must further agree that no violation or infringement of any intellectual property, trade secret or other proprietary rights of any third parties.
3. Infringement may be in the form of affixing a registered trademark on any product that may have similar or identical trademark that could confuse all customers
4. Any claim or report from any customer or seller about infringement, Skrooll have full discretion to block any seller without prior notice. No claim or liability can be made against Skrooll on this decision.
5. Product listing must describe the actual present condition of all items being marketed, advertised or up for sale. Such products should be listed on its appropriate category or categories, but not multiple posting on single category. Skrooll reserves the right to delete multiple listing of same product in same categories.
6. Purchased items with product description that do not match with actual condition during acceptance of delivery, defective or damaged, wrong item, different packaging, incomplete are valid for replacement or returned or refund. The claim must be reported immediately to the seller or within the describe period stated or governed by condition of sale of each seller.
7. All products shall be subject to Seller's terms and conditions for warranty, service and maintenance, and Skrooll does not accept any responsibility for the same.
8. Skrooll specifically disclaims any liability with regard to any illegal, infringing, fake, duplicate, spurious, defective or counterfeit, refurbished, expired products purchased by the Buyer from the Seller and Skrooll shall not assume any liability if the product purchased or availed by the Buyer from the Seller is not exactly as per specifications detailed in the purchase confirmation of the order.
9. All information about the products, such as details, description, specification, images and videos among others, are dependent on the information provided by the seller. Skrooll cannot change, revise or edit such information, but has full discretion to decline or prevent posting of Seller’s product or information for reasons such as:
   • Product not related to the healthcare industry
   • Party is not registered with government regulatory bodies
   • Product is not fit for distribution
10. On product pricing, sellers may claim rights to post the price of any or all product in their listing, but can also withhold posting of such price for competitive reason or otherwise. If price is not available and Customer are interested on such item, they can send their intent to seller and request for price quotation.
11. Price inquiry submitted by any interested customer can be responded upon by corresponding seller with a digital quotation or pricelist by which can be transmitted through electronic data transfer. Such quotation may contain information about the seller, product detail and pricing, terms of sales and other related and important data.
12. The seller has discretion to not answer a price inquiry for reasons that include but not limited to questionable customer identity, malicious intent or bad transaction record.
13. Price inquiries, submission of quotation, price negotiation, and purchase order are direct business transactions between medical sellers and healthcare buyers.
14. All transactions in Skrooll that may cause or results to misdeclaration, misdeed, fraud, non-delivery or mis-delivery of product or any wrongdoing committed will be the responsibility of the seller and will exempt Skrooll from any lawsuits or legal liabilities.
15. Skrooll is free from any legal liability from any party for any transaction that may results from non-acceptance of delivery, returned items, partial payment or non-payment of any items by a transacting buyer.
16. Any business transaction, sales and contract are committed between the vendor and its customers. Skrooll has no obligation or liabilities in respect of such contract, sales or transaction. Any titles in the product, and other rights and interests in the product shall be pass directly by the seller to its buying customers.
17. Issues on business matter between the Registered Medical Seller and Healthcare buyer where Skrooll may not have any control:
    • Sellers refusal to Limit or reject inquiries
    • Seller’s Refusal to submit price quotation and proposal
    • Restrict or decline an order
    • Discrepancy on pricing
    • Variation on packaging
    • Changes on Information about the seller and its products without prior notice
    • Changes on Product pricing, specification, stock availability, order processing, delivery scheduling and rates without notice from the seller
    • Customer’s refusal to submit Purchase Order
    • Customer’s limit on order
    • Refusal to delivery
    • Returned delivery
    • Replacement of delivery

1. Order confirmation done by clicking “Submit Order” is a commitment to buy the product from the seller, and the customer has obligation to complete the said transactn with the corresponding seller
2. All purchases are bound to agreement in the condition of sale included in the item’s description that is set by the seller.
3. An advisory to all customers that any false purchases or testing the website for fraudulent purchases may have legal risk. Use of false company information, invalid/ unauthorized credit/debit/ cash card and other infrastructure directly through bank or financial institution infrastructure or indirectly through payment aggregator. Willfully entering erroneous or fictitious may result to legal prosecution
4. In the event of any inaccurate information provided by buyer regarding identity, Web browser can transmits a unique address to skrooll, which can be used by law enforcement officials to identify the perpetrator.

1. Any and all transactions made between the sellers and the buyers, such as exchange of messages, Inquiries, Quotation, Ordering, Acceptance of Order, Scheduling of Delivery, and Acceptance of Deliveries are between the concerned parties. Skrooll serves only as an online conduit to connect and complete their business dealing.
2. The Skrooll platform is open and available 24/7, however, Business response on communication between Sellers or Buyers may vary depending on their respective response time and working hour.
3. Communication or conversation thread between the buyer and seller are exclusive to them, stays with them and saved on their respective cloud storage unless otherwise deleted. These are all inaccessible by Skrooll, and any accidental or intentional erasure are no longer retrievable.
4. All registered sellers agree that uploaded product information and data, its description, specification, images, videos, prices and all other related matters can be used for online merchandising, promotion, marketing, advertising and selling activities.
5. Skrooll and Sellers and/or Customers agree to use the website on sending emails/data or transmitting information; as well as on receiving communications that includes transactional, promotional and/or commercial messages in digital form.
6. All agreements, notices, disclosures and other communications between the skrooll and the seller and/or customer will be provided electronically and shall be deemed to be an adequate service of notice/electronic record and satisfy any legal requirement that such communications must be in writing.
7. Speed and fluidity of online transactions and electronic business dealings maybe affected by the internet speed or capability of the internet provider or specification of the pc/laptop/gadget/ infrastructure of the seller or the customer. If internet and gadget is not the issue, the party may contact skrooll for assistance.

1. Contract or Agreement on use of Skrooll website by the seller. This is a mandatory Agreement between Skrooll and registered sellers before any seller will be accepted and approved to use the online services offered by the online marketplace with regards to product exhibit, display, marketing, advertising and offer to sell. The contract states information about the following:
   • Type of plan, Free or paid subscription
   • Duration of contract
   • Start and expiry of the contract
   • Number of product upload
   • Storage plan
   • Commission plan
   • Privileges such as:
     • Order Management System (OMS)
     • Upsell and Cross sell marketing
     • Product suggestion
     • Product advertisement
     • Product comparison
     • Request For Quotation
     • Submit Price
     • Receive Order
     • Order tracking
     • Online payment
2. a. There are different types of Vendor Plan contract with different features and pricing, depending on the capability and needs of every seller. All Vendor Plan has its maximum duration, and upon expiration, will terminate all services on product merchandising, marketing, advertising and selling. Data and information of the seller and its product will be deleted in the system unless otherwise contract is extended or renewed. A notice of termination through email and reminder in the website will be submitted to the seller a month before it ends.
3. Free Vendor Plan subscription can also be offered by Skrooll, but is optional. The company has the right to use it as an introductory offering, as privilege to loyal sellers or whatever reason it may see fit.
4. Skrooll reserves the right to change its Vendor plan Fee and Commission policies from time to time, it also has discretion without limitation the right to introduce fees for the new services offered or amend/introduce fees for existing services. Any modifications to the Fees and commission policies shall be communicated to all registered sellers via email and such notification shall be made in advance prior to its effectivity.
5. New paid modification shall not affect nor be enforceable to all valid Existing contract.
6. All fees shall be quoted in Philippine Peso and be payable to Skrooll.med E-Commerce Web Portal Services as specified in the invoice.
7. Sellers are responsible for paying all fees associated with the use of the Website and all and any applicable taxes or charges.
8. Skrooll reserves the right to issue a warning, temporarily /indefinitely suspend or terminate membership of the Website and right to refuse to provide with access to all current and future use of the Website in case of non-payment of fees. Skrooll also reserves the right to take legal action in case of non- payment of fees.

1. Skrooll do not have Fulfillment or delivery support, yet. Shipment of ordered items is the obligation of the seller or its outsourced delivery partners. All concerns and communication regarding this issue will be directed by the platform to the transacting party.
2. Skrooll is not responsible for any non-performance or breach of any contract entered into between seller and customer. skrooll cannot and does not guarantee that the concerned seller will perform any transaction concluded on the Website. skrooll shall not and is not required to mediate or resolve any dispute or disagreement between seller and its buyer

Skrooll introduces online payment system using third party payment providers to facilitate receiving of payments from customers to sellers or customer to skrooll or seller to skrooll. The platform takes utmost care to work with third party payment providers, but does not control their system, processes, technology and work flows, and therefore cannot be held responsible for any delay, erroneous transaction, cancellation or fault at the end of payment provider.

Skrooll holds the confidentiality of its Users in the highest regard and will take all commercially reasonable measures not to disclose information about User or User's communications to any other party, except when Skrooll believes, in good faith, that such action is reasonably necessary to: (i) comply with applicable law or with legal process; (ii) enforce these Terms; (iii) respond to claims that any content violates the rights of third parties; or (iv) protect the legitimate interests of Skrooll or others.

Registration data, and certain other information about User, is subject to Skrooll’s Privacy Policy. Skrooll does not sell, rent, or give personally identifiable information about Users to third parties, except as specified in these Terms or in its Privacy Policy, User must disclose certain Personally Identifiable Information to use this Website, register, and make purchases. As a condition of registering with this Website or making any purchases of any merchandise and/or services or conducts any transactions, User represents that User has first read Skrooll’s Privacy Policy and consents to the collection, use and disclosure of User's Information as described in Skrooll’s Privacy Policy. Skrooll’s Privacy Policy's terms and conditions will change from time to time, and as a condition of browsing this Website, using any features or making any purchase, User agrees that User will first review Skrooll’s Privacy Policy prior to making any initial or subsequent purchases.
While Skrooll takes reasonable steps to safeguard and to prevent unauthorized access to Users' personal information, Skrooll cannot be responsible for the acts of those who gain unauthorized access, and Skrooll makes no warranty, express, implied, or otherwise, that Skrooll will prevent unauthorized access to Users' private information. IN NO EVENT SHALL SKROOLL OR ITS AFFILIATES BE LIABLE FOR ANY DAMAGES (WHETHER CONSEQUENTIAL, DIRECT, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR OTHERWISE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, A THIRD PARTY’S UNAUTHORIZED ACCESS TO USERS' PERSONAL INFORMATION, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, STRICT LIABILITY, TORT OR OTHER THEORIES OF LIABILITY, AND ALSO REGARDLESS OF WHETHER SKROOLL WAS GIVEN ACTUAL OR CONSTRUCTIVE NOTICE THAT DAMAGES WERE POSSIBLE.

USER UNDERSTANDS AND AGREES THAT USER’S USE OF THIS WEBSITE IS AT USER’S SOLE RISK AND THAT THIS WEBSITE AND ALL INFORMATION, MERCHANDISE AND OTHER CONTENT (INCLUDING THIRD-PARTY INFORMATION, MERCHANDISE AND CONTENT) INCLUDED IN OR ACCESSIBLE FROM THIS WEBSITE ARE PROVIDED ON AN “AS IS”, “WHERE-IS” AND “WHERE AVAILABLE” BASIS, AND ARE SUBJECT TO CHANGE AT ANY TIME WITHOUT NOTICE TO USER. TO THE FULLEST EXTENT PERMITTED BY LAW, SKROOLL DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT OF PROPRIETARY RIGHTS) AS TO THIS WEBSITE AND ALL INFORMATION, MERCHANDISE AND OTHER CONTENT (INCLUDING THIRD-PARTY INFORMATION, MERCHANDISE AND CONTENT) INCLUDED IN OR ACCESSIBLE FROM THIS WEBSITE. NO LICENSE TO USER IS IMPLIED IN THESE DISCLAIMERS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, (I) SKROOLL MAKES NO WARRANTIES OR REPRESENTATIONS WHATSOEVER CONCERNING THIS WEBSITE OR ANY OTHER INTERNET WEBSITE, THE ACCESS TO, OR THE AVAILABILITY OR USE OF, THIS WEBSITE OR ANY OTHER INTERNET WEBSITE, THE INFORMATION, MATERIALS, RECORDS OR DOCUMENTS FROM WHATEVER SOURCE, POSTED ON OR REFERRED TO IN THIS WEBSITE OR ANY OTHER INTERNET WEBSITE OR THE CONTENT, ACCURACY, COMPLETENESS OR TIMELINESS OF SUCH INFORMATION, MATERIALS, RECORDS OR DOCUMENTS; (II) SKROOLL DOES NOT WARRANT OR REPRESENT THAT USER’S ACCESS TO, OR USE OF, THIS WEBSITE OR ANY OTHER INTERNET WEBSITE WILL BE UNINTERRUPTED OR FREE OF ERRORS OR OMISSIONS, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS WEBSITE OR ANY OTHER INTERNET WEBSITE IS, OR THE RECORDS, DOCUMENTS, SOFTWARE OR FILES FROM WHATEVER SOURCE AVAILABLE FOR USE OR DOWNLOADING ARE, FREE OF COMPUTER VIRUSES OR OTHER HARMFUL COMPONENTS; (III) SKROOLL DOES NOT REPRESENT OR WARRANT THAT ANY MERCHANDISE OR SERVICES LISTED ON, OR ACCESSED THROUGH, THIS WEBSITE WILL BE AVAILABLE FOR PURCHASE OR NOT WITHDRAWN BY THE LISTING VENDOR AT ANY TIME, AND IT MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER CONCERNING SUCH MERCHANDISE OR SERVICES; AND (IV) SKROOLL DOES NOT REPRESENT OR WARRANT THE ACCURACY, FUNCTIONALITY, SPECIFICATIONS OR ANY OTHER ASPECT OF MERCHANDISE FROM WHATEVER SOURCE POSTED OR ACCESSED THROUGH THIS WEBSITE. USER ACKNOWLEDGES AND AGREES THAT THE ONLY WARRANTIES ON ANY MERCHANDISE AVAILABLE ON THIS WEBSITE SHALL BE THE WARRANTIES INCLUDED WITH SUCH MERCHANDISE.

UNDER NO CIRCUMSTANCES WILL SKROOLL BE LIABLE TO USER OR ANY OTHER ENTITY OR PERSON FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL THEORY, ARISING IN ANY WAY OUT OF OR IN ANY WAY RELATED TO, ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THIS WEBSITE OR ANY OTHER INTERNET WEBSITE OR THE CONTENTS OF THIS WEBSITE OR ANY OTHER INTERNET WEBSITE, INCLUDING BUT NOT LIMITED TO LOST PROFITS, SALES, OR GOODWILL, BUSINESS INTERRUPTION, OR LOSS OF PROGRAMS OR OTHER DATA ON COMPUTER SYSTEMS OR OTHERWISE, EVEN IF SKROOLL IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. USER AGREES THAT USER’S ONLY REMEDY FOR ANY USE OF OR DISSATISFACTION WITH THIS WEBSITE OR SKROOLL’SS SHALL BE TO DISCONTINUE USE OF THIS WEBSITE.

Unless otherwise noted, the trademarks, logos, photography, brand names and service marks used on this Website are owned by Skrooll or by third parties that have licensed their use to Skrooll’s. User may print copies of the content of this Website, provided that these copies are made only for internal use, and that any notices contained in any such content, such as all copyright notices, trademark legends, or other proprietary rights notices, are maintained. Other use of these marks or Website content, except as specifically permitted in these Terms or in a writing signed by Skrooll, is strictly prohibited. Elements of this Website are protected by trademark, unfair competition, copyright and other relevant laws and, except as expressly permitted herein, may not be copied or imitated in whole or in part by any means. User shall not store electronically any significant portion of this Website contained in any such content, such as all copyright notices, trademark legends, or other proprietary rights notices, are maintained. Other use of these marks or Website content, except as specifically permitted in these Terms or in a writing signed by Skrooll is strictly prohibited.

User agrees to defend, indemnify and hold harmless Skrooll, its corporate affiliates and partners, and their affiliates and related entities and their respective directors, officers, shareholders, employees, and agents from and against all claims, losses, damages, liabilities and costs (including, but not limited to, reasonable attorneys’ fees and court costs), arising out of or relating to User’s breach of these Terms or User’s access to or use of this Website and any transactions under User’s affected User Name and/or Password. The foregoing indemnification obligation shall survive termination of these Terms and this Website and any merchandise or service provided to User arising out of or relating to User’s use of this Website.

1. The terms "herein," "hereof" and "hereunder" and other words of similar import refer to these Terms, and any agreement into which these Terms are incorporated by reference, including, without limitation, any Registration Agreement, as a whole and not to any particular provision. Any pronoun used shall be deemed to cover all genders. Wherever appropriate in the context, terms used herein in the singular also include the plural and vice versa. All references to laws and related regulations shall include any amendments of same and any successor statutes and regulations.
2. a. These Terms, together with any agreement into which these Terms are incorporated by reference, including, without limitation, any Registration Agreement, constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all previous written or oral agreements between the parties with respect to such subject matter.
3. a. These Terms may be waived only in writing signed by an authorized representative of Skrooll. No waiver by Skrooll of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default, and the failure to exercise any right arising from any default hereunder shall not be deemed a waiver of such right that may be exercised at any subsequent time.
4. If any provision hereunder shall be unlawful, void, or for any reason unenforceable, then such provision shall be deemed severable from the other provisions hereunder and shall not affect the validity and enforceability of any other provisions hereunder.
5. Skrooll shall not be liable for any nonperformance or delay in performance caused by any act or event beyond its reasonable control, including, but not limited to, acts or omissions of third parties, unavailability of supplies, equipment failure, war, strikes, lockouts, fire, flood or any other act of God, any law, regulation, ordinance or other act or Order of any court, government or governmental agency, or delays, unavailability, errors or other failures of the Internet or other data networks.
6. User’s agreement to these Terms shall be governed by and construed in accordance with the laws of the Philippines. In any dispute arising hereunder or otherwise connected with this Website or these Terms, the parties hereto consent exclusively to Philippine jurisdiction.
7. These Terms shall be binding on the successors and assigns of the parties, including, but not limited to, the indemnity obligations set forth herein, but User may not assign, transfer or delegate its rights or obligations under these Terms without Skrooll’s prior express written consent.