1. Description of the Service – The Services are Internet-based transaction management services performed by Dragonpay Corporation (“Dragonpay”), acting as an escrow agent in a Transaction, which Services are intended to facilitate the completion of the underlying transaction under the terms of this Agreement, the Site and the applicable Transaction Escrow Instructions.
2. Definitions – Capitalized terms not defined herein shall have the same meaning as set forth in the General Instructions found on the site.
2.1. “Agreement” refers to this Agreement, as well as, the current operating rules contained on the Site and the Transaction Escrow Instructions;
2.2. “Buyer’s Account” means an account of a buyer from which payment for the Transaction and related fees will be obtained;2.3. “Seller’s account” refers to an account to which payment for the Transaction and other payments will be credited, and related fees will be obtained;
2.4. “Transaction Detail Screens” means those screens on the Site where Users provide all requested information in connection with a Transaction;
2.6. “Buyer” refers to the person availing of the services of SureTayo to ensure delivery of the ordered item prior to actual payment to the Seller;
2.7. “Site” refers to the website for the Services which can be found at www.suretayo.ph.
2.8. “Transaction” refers to a specific or unique purchase agreement between a Buyer and a Seller, for which SureTayo is acting as a trusted 3rd party escrow to ensure that both parties perform their respective duties.
3. Limits on the Services – The Services are only available for lawful items and items not otherwise excluded by Section 4 below. Other limitations on the Services may apply and can be found on the Site or in the General Instructions or Transaction Escrow Instructions.
4. Prohibited Transactions – Users shall not utilize the Site or the Services in connection with any Transaction that is illegal or involves any illegal items, as defined and prohibited by law, or is for any illegal purpose such any obscene material, munitions or firearms, counterfeit goods, pirated software, media or item(s) otherwise infringing copyrighted works; illegal drugs or controlled substances; the sale or transfer of liquor licenses, sale of securities, payments for membership in multilevel or pyramiding marketing schemes, the sale of a business or bulk sales, and other items of similar nature or may later be declared by statute as illegal. In addition, SureTayo, in its sole discretion, may refuse to complete any Transaction that it has reason to believe is unauthorized or made by someone other than the legitimate Buyer or Seller, or may violate any law, rule or regulation, or poses danger in any shape or form. In such case and if SureTayo in the exercise of its discretion refuses to honor the transaction, both Buyer and Seller agrees to hold Dragonpay free and harmless for losses resulting from any use or attempted use of the Services in violation of this Agreement.
5. Rejection of Payment– Since the use of a bank account, or debit card account, or the making of an electronic funds transfer may be limited by Buyer’s agreement with the Buyer’s financial institution and/or by applicable law, or if a financial institution fails to honor any credit or debit to or from an Account then SureTayo is not liable to any Buyer should Dragonpay fail to complete a Transaction as a result of any such limit. SureTayo may post operating rules related to payment on the Site and change such rules from time to time.
6. General Conditions of Use
6.1. Only registered Sellers may use the Service. In order to register, Seller must supply all information required on the Site. Applicable Philippine laws and regulations may further limit the Services.
6.2. If you arrive at the Site through entities linked and/or integrated with SureTayo or otherwise by or through a third party (e.g., an auction, exchange, or Internet-based intermediary that hosts electronic marketplaces and mediates transactions among businesses), then you authorize such third party to transfer relevant data to SureTayo to facilitate the Transaction. The Buyer represents and warrants that all information provided to SureTayo or to such third party will be true, accurate and complete. The party entering into this Agreement on behalf of any Seller represents and warrants that he/she is authorized to do so and to bind the Seller and is a natural person of at least eighteen (18) years of age. In order to initiate and commence a Transaction, all Sellers to a Transaction must register at the Site, agree to all terms in the General Instructions and agree to the Escrow Instructions.
6.3. Should there be a future problem resulting from any misrepresentation by the Buyer, the latter shall hold SureTayo, Dragonpay, its officers and employees, free and harmless from any liability or damages resulting therefrom.
7. Obligations of Sellers – On the Transaction Detail Screens, each Seller to a Transaction must designate an Account to which payment for the Transaction will be made. Seller authorizes SureTayo to initiate credit entries to such Seller’s Account for payment of the purchase price, or to debit Seller’s Account to discharge Seller’s obligations subject to the following terms:
7.1. Each Seller in a Transaction shall deliver the items set forth in Transaction Detail Screens directly to the Buyer (or Buyers), at the address specified by such Buyer as shown on the Transaction Detail Screen and on the terms and conditions set forth in the Transaction Instructions and General Instructions.
7.2. Seller shall use a reputable courier delivery service that provides an online tracking facility to check the status of delivery, and Seller shall provide SureTayo and Buyer with a tracking or reference number for the shipment of the goods.
7.3. Seller gives SureTayo permission to act as its agent in communicating with the shipping company regarding the notice of the delivery of the goods. In the event Buyer does not receive notice of shipment from Seller within seven (7) calendar days of notification from SureTayo’s notice to Seller to ship the items, Seller authorizes SureTayo to return the escrowed funds (excluding fees) to Buyer.
7.4. In the event of a return of the items by Buyer, Seller shall notify SureTayo of the receipt of the returned items. Upon receipt of such notice from Seller, the Seller’s three (3) day inspection period shall commence. In the event Seller accepts the returned items within the inspection period or fails to act within the inspection period, SureTayo shall remit the escrowed funds (excluding fees) to Buyer.
7.5. If Seller notifies SureTayo of its non-acceptance of any returned items within the Seller’s inspection period, then SureTayo will retain the escrow funds pending resolution of the dispute or take other action as authorized. Notwithstanding anything to the contrary above, if all Buyers to a Transaction agree on the Transaction Detail Screens that there is no shipping required, then no party hereto will have any obligation under this Agreement with respect to shipping.
8. Obligations of Buyers
8.1. On the Transaction Detail Screens, Buyer must designate a payment mechanism from which the purchase price and related fees (unless such fees are to be paid by Seller) will be obtained for the deposit into escrow. Depending on the amount of the Transaction and the currency selected for the Transaction, Buyer may remit the necessary funds via any payment method made available in Dragonpay, which may include online transfers, check (cheque), ATM, mobile payments and cash payments.
8.2. Unless otherwise requested as specified in the following sentence, escrowed deposits do not earn interest for Buyer or Seller.
8.3. The Buyer shall notify SureTayo of the receipt or non-receipt of the items on the date the merchandise is received or the Buyer Inspection Period is started. Buyer shall notify SureTayo of his/her acceptance or rejection of the items before the Inspection Period expires, which is five (5) days from receipt of the item. Upon receipt of notice from User that the items have been received and accepted, SureTayo shall mark the completed Transaction for inclusion in its weekly payout cycle (less any fees) to Seller’s Account. SureTayo practices a weekly cut-off of Friday midnight for successfully completed transactions, and the Transfer to a Seller Account generally will be initiated by Wednesday of the following week. If Buyer has not notified SureTayo of the non-receipt or rejection of the items during the User’s Inspection Period, then the Buyer is deemed to have authorized SureTayo to remit the escrowed funds to the Seller. Buyer shall follow the procedures set forth on the Site in the event the items are rejected.
8.4. The Buyer agrees that all disclosures and communications regarding this Agreement and the Service shall be made by e-mail or on the Site, unless the parties make other arrangements as set forth in the General Instructions.
8.5. Unless otherwise agreed upon by each Buyer in the Transaction, Buyer agrees to pay the fees for the Services that are disclosed on the Site at the time the completed Transaction Escrow Instructions are agreed to by all such Buyers, as well as any other fees, including, without limitation, third party service fees (e.g., shipping, appraisal, inspection, etc.). Once paid, service fees are non-refundable. Service fees may change from time to time in SureTayo’s absolute and sole discretion. SureTayo is not responsible for payment of any sales, use, personal property or other governmental tax or levy imposed on any items purchased or sold through the Services or otherwise arising from the Transaction.
8.6. You expressly agree that your use of the Services is at your sole risk. You acknowledge and agree that neither SureTayo nor Dragonpay endorse Seller, the website of any third party, or assume responsibility or liability for the accuracy of any material contained therein, or any infringement of third party intellectual property rights arising there from, or any fraud or other crime facilitated thereby.
8.7. Non-Transferability of the Services – You may not assign this Agreement or the Escrow Instructions to any other person or entity. Your right to use the Services shall not be sold or transferred to any other person or entity without the prior written consent of Dragonpay. Dragonpay may assign this Agreement upon notice to you. Any assignment or transfer in violation of this provision shall be null and void.
9. Our Responsibilities – Dragonpay is obligated to perform only those duties expressly described in this Agreement and the General Instructions. Dragonpay shall not be liable for any error in judgment, for any act taken or not taken, or for any mistake of fact or law, except for gross negligence or willful misconduct. Dragonpay may rely upon any notice, demand, request, letter, certificate, agreement or any other document which purports to have been transmitted or signed by or on behalf of a Buyer indicated as the sender or signatory thereof and shall have no duty to make any inquiry or investigation. In the event that SureTayo is uncertain as to its duties or rights under this Agreement, receives any instruction, demand or notice from any Buyer or financial institution which, in SureTayo’s opinion, is in conflict with any of the provisions of this Agreement, or any dispute arises with respect to this Agreement, SureTayo may (i) consult with counsel of our choice (including our own attorneys) and any actions taken or not taken based upon advice of counsel shall be deemed consented to by you, or (ii) refrain from taking any action other than to retain the funds in escrow for delivery in accordance with the written agreement of the Users, the final decision or award of an arbitrator pursuant to an arbitration commenced and conducted in accordance with the General Instructions or a final, non-appealable judgment of a court of competent jurisdiction, or (iii) discharge our duties under this Agreement by depositing all funds by interpleader action with a court of competent jurisdiction in accordance with the procedures outlined in the General Instructions.
9.1. Dragonpay may, at any time, give notice of its intent to resign as Escrow Agent. If, within thirty (30) days of such notice, Dragonpay has not received notice from all Buyers in a Transaction that they have designated a substitute escrow agent (which notice shall identify the substitute escrow agent), Dragonpay may discharge its duties under this Agreement by depositing all escrowed funds with a court of competent jurisdiction. If an alternate Escrow Agent is so designated, Dragonpay shall be discharged from its duties under this Agreement, the General Instructions and the Transaction Escrow Instructions by delivering all escrowed funds to such person or entity. Upon payment of the escrow funds pursuant to this Agreement, Dragonpay shall be fully released from any and all liability and obligations with respect to the escrow funds and the Transaction.
9.2. Dragonpay may assign this Agreement to any current or future affiliated company and to any successor in interest. Dragonpay also may delegate certain rights and responsibilities under the Agreement to independent contractors or other third parties.
10. Cancellation of Transaction – If a Transaction cannot be completed for any reason, including cancellation by SureTayo for any reason, SureTayo will notify each Buyer in such Transaction by e-mail, to the e-mail address each has provided to SureTayo. In SureTayo’s sole discretion, SureTayo may cancel any Transaction if each Buyer to a Transaction fails to agree on the terms as required in the Transaction Details Screens by clicking the “Agree” button as requested on the Site. You may cancel a Transaction as provided in this Agreement, on the General Instructions or in the Transaction Escrow Instructions.
11. Questions about the Services – The Buyer may inquire about payments made through the Service by calling the numbers that appears on the Site or by filling out the customer service form. If you believe an error has been made or there has been any unauthorized use of your Account or the Services, you agree to call or send an e-mail as soon as possible, but no later than forty-eight hours after you became aware of an error. When you contact SureTayo, please be prepared to provide your name, payment reference number and the email address you have registered on the SureTayo site.
12. Security – SureTayo uses secure sockets layer (“SSL”), a security protocol that provides data encryption, server authentication, and message integrity for connections to the Internet to ensure that the data you provide SureTayo is not transmitted over the Internet unencrypted and cannot be viewed by unauthorized individuals. SureTayo has also implemented a security system requiring a Seller to secure an ID and a password to access their transactions on the Site. The Seller agrees not to give his/her password to any other person or entity and to protect it from being used or discovered by anyone else.
13. Disclaimers – The Services are provided on a strictly “as is” and “as available” basis. SureTayo MAKES NO EXPRESS OR IMPLIED WARRANTIES WITH REGARD TO THE UNDERLYING TRANSACTION, ANY ITEMS OBTAINED BY YOU THROUGH THE USE OF THE SITE OR THE SERVICES, THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES OR THE SITE WILL BE UNINTERRUPTED, TIMELY, OR ERROR FREE. Further, no warranties are made as to including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement offered by the Seller or any other third party, oral or written.
14. Limitation of Liability – TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER Dragonpay NOR ITS AFFILIATES, SHALL BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL, RELATING TO YOUR USE OF THE SITE OR THE SERVICES OR YOUR INABILITY TO USE THE SITE OR THE SERVICES. In no event will SureTayo be liable for any act or omission of any third party, including, but not limited to, your financial institution, any payment system, any third party service provider, any provider of telecommunications services, Internet access or computer equipment or software, any mail or delivery service or any payment or clearing house system or for any circumstances beyond SureTayo’s control (including but not limited to, fire, flood or other natural disaster, war, riot, strike, terrorism, act of civil or military authority, equipment failure, computer virus, infiltration or hacking by a third party, or failure or interruption of electrical, telecommunications or other utility services). Moreover, The Parties agree to indemnify and hold SureTayo, Dragonpay, Dragonpay affiliates and their respective officers, directors, shareholders, employees and assigns, harmless from any claim, demand, expense or damage, including reasonable attorneys’ fees and court costs, arising from or relating to your use of the Services or any violation of this Agreement, the rules contained on the Site or the Transaction Escrow Instructions, including, without limitation, payment of serivice fees and any charge backs from a card organization or reversal or nonpayment of any credit or debit entry.
15. Termination of Services – SureTayo may suspend or terminate your use of the Services at any time, without notice for any reason, in its sole discretion. Except as warranted by risk to the security, privacy or integrity of the Services, SureTayo will attempt to provide you with prior notice of the suspension or termination of the Services by sending you an e-mail, but SureTayo is not obligated to do so. The Parties shall remain liable for all Transactions initiated through the Services prior to such termination, and the performance of your obligations, including but not limited to, the delivery of the items and the payment of all amounts you owe prior to termination or discontinuation of your use of the Services. The parties agree to pay all costs and expenses (including reasonable attorneys’ fees) that SureTayo may incur in order to (a) collect any amounts you owe under this Agreement, the General Instructions, or the Transaction Escrow Instructions or (b) to initiate an arbitration or judicial proceeding to resolve a dispute between User and Seller, as set forth in the General Instructions.
16. Modifications – Dragonpay reserves the right to change this Agreement, or any portion of it, at any time, without prior notice, provided that no such change will apply to a Transaction once the Buyers to such Transaction have agreed to the Transaction Escrow Instructions. You understand that the most recent version of this Agreement will be located on the Site.