User Agreement of the LG DUALCOOL Partners Application

LG Electronics Philippines, Inc. ("LGEPH") welcomes you, the account user ("User(s)"), to our DualCool Partners Application (the "App"). By using the App, the User agrees and binds itself to the terms and conditions set forth herein as well as accepts the App Privacy Notice. This User Agreement constitutes as the contract between LGEPH and the User that sets forth the necessary information and processes for the terms and conditions to apply, and the content and services enabled by or through the App. This User Agreement does not apply to any other LGEPH products or services not specifically mentioned.

This User Agreement includes the following:

• How User may register and use the LG DualCool Partners Application and how LGEPH provides the service of the App to the User;
• Rights, responsibilities, and rules applicable to the User and LGEPH in connection with the use of the App;
• Process for incentive verification and payout;
• Intellectual property rights concerning the contents and software available on the App;

To use the App, User must register an account as a Dealer or Sub-Dealer through the following:

1. Use and Registration

a. Standard and Procedure for Registration

1. Dealer registration. In registering as a Dealer, User will receive their registration code from an official LGEPH representative. With the registration code, User may register with the LG DualCool Partners Application after reading and consenting to this User Agreement and the App Privacy Notice. Through successful email or SMS one-time password ("OTP") verification within the App, the User will be granted a Dealer App Account ("Dealer Account").
2. Sub-Dealer registration. In registering as a Sub-Dealer, User may register with the LG DualCool Partners Application upon reading and consenting to this User Agreement and the App Privacy Notice. Through successful email or SMS OTP verification, along with the uploading of the following documents, User shall undergo an approval process:
   • DTI Certificate or SEC Certificate of Incorporation
   • Business Permit
   • TESDA National Certificate
   • Tax Identification Number and BIR Form 2303
   • Sample Invoice/Receipt

   Once approved, the User will be granted a Sub-Dealer App Account ("Sub-Dealer Account") and be part of the Sub-Dealer Incentive Program.

3. Sub-Dealer, to be eligible to claim incentives, must be associated with only one (1) authorized Dealer under the Incentive Program from a list of Sub-Dealer installers to be submitted to LGEPH.
4. From this list, LGEPH has the sole authority to associate a Sub-Dealer to an authorized Dealer under the Incentive Program. LGEPH, in the exercise of its sole discretion, may change the association of the Sub-Dealer at any time for any reason upon notice; such changes shall be applied in the following month.
5. While Sub-Dealers may be shortlisted by multiple authorized Dealers, it may only be associated with one (1) authorized Dealer for purposes of claiming under the Incentive Program. In good faith and when circumstances allow, LGEPH will associate the Sub-Dealer to the authorized Dealer with the former's most installed units.

b. User Guidelines when accessing the App as a Dealer or Sub-Dealer

1. The User must consent to the processing of its personal data within the App.
2. The User must provide accurate, up-to-date, and complete personal and business information.
3. The User must update any changes to such personal and business information without delay.
4. The User must ensure that their login credentials are not leaked or shared with others in their use of the Dealer or Sub-Dealer Account.
5. The User must notify LGEPH immediately if they suspect that their Dealer or Sub-Dealer Account has been accessed without their authorization. The User is responsible for the use of their Dealer or Sub-Dealer Account, including taking reasonably necessary measures to protect their Account. The User will be held liable for any consequences arising out of acts attributable to them, including negligence in managing the Dealer or Sub-Dealer Account login credentials, and LGEPH shall not be held liable for such consequences.
6. The User must use the App only for its intended purpose/s.
7. The User must not use the App for any illegal purposes, or upload or distribute unlawful, abusive, or offensive content.
8. LGEPH may reject a Sub-Dealer's application in any of the following events:
   • For any reason or no reason whatsoever;
   • If User provides incorrect, incomplete, or fraudulent information during the registration process;
   • If User signs up to use the App for commercial or unlawful purposes; or
   • If LGEPH cannot admit User for reasons attributable to them, such as prior breach of this User Agreement.
9. LGEPH may immediately suspend or delete User accounts at its sole discretion for any reason. At the option of LGEPH, it may suspend or delete any User account after providing a notice of at least seven (7) calendar days prior to the effectivity of the suspension or deletion of the account.
10. LGEPH may terminate, delete, or discontinue the App for any reason, which shall be effective upon notice.

2. Sub-Dealer Incentive Program

1. General. LGEPH has set an Incentive Program for its authorized Dealers and Dealer-associated Sub-Dealers.
   1. LGEPH shall set the incentive rates which may change at any time and for any reason, at the sole discretion of LGEPH. Any changes to the incentive rates will be applied on the following month. The initial incentive rates are attached to this User Agreement as "Annex A" and shall be made an integral part hereof. Any changes to the incentive rates shall likewise form part and be made an integral part hereof.
   2. Each claim under the Incentive Program must originate from products installed by the Sub-Dealer through its associated authorized Dealer.
2. Claim.
   1. Sub-Dealers, through the App, shall submit complete and accurate claim requirements as prescribed by LGEPH for each eligible claim. Claims shall be accrued and accumulated on a monthly basis. LGEPH shall evaluate each claim within a reasonable period after the end of each month. Claim with incomplete or improper documentation, improper installation, or failure to comply with the prescribed Standard Operating Procedure (SOP) shall automatically rejected.
   2. The authorized Dealer associated to the Sub-Dealer, which is eligible for incentive, will receive a separate incentive based on the latter's approved claim.
   3. In case of a rejected claim, the Sub-Dealer may rectify or supplement the deficiencies and resubmit the claim within ten (10) calendar days from rejection. Failure to do so within the said period shall be deemed as a waiver, and the claim shall be considered abandoned and forfeited.
   4. Upon approval of claim, the corresponding incentive will be proceeded for crediting on the 15th day of the following month. On the other hand, Dealer's incentive will be credited on the same day.
3. Claim Process.
   1. Sub-Dealer submits the claim through the App along with all supporting documents prescribed by LGEPH such as:
      • Delivery receipts
      • Indoor and Outdoor Photos of the installed Unit
      • Serial Numbers of installed Unit
   2. LGEPH reviews the claim within a reasonable period after the end of each month.
   3. If the claim is incomplete or non-compliant with SOPs, LGEPH shall reject the claim.
   4. The Sub-Dealer has ten (10) calendar days from rejection to rectify and resubmit the claim.
   5. If resubmitted and found to be compliant, LGEPH shall proceed with the approval.
   6. Claim not resubmitted within the allowable period shall be deemed abandoned and ineligible for incentive.
4. Payout Process.
   1. Upon approval of the claim, LGEPH shall process the incentive. The incentive will be credited to the Sub-Dealer bank account, or any designated account on the 15th day of the following month.
   2. Any disputes regarding the credited amount must be submitted in writing by the Sub-Dealer within five (5) calendar days from receipt of incentive.
   3. Upon notification of the dispute, LGEPH shall review and validate the claim and, if warranted, process any necessary adjustments.
   4. Any approved adjustments shall be credited and included in the next payout incentive.
   5. Failure to raise a dispute within five (5) calendar days shall be considered acceptance of the payout as final and correct.
5. Waiver of Right. LGEPH has the sole authority to verify any and all Claims made in relation to this Incentive Program. The Dealer and Sub-Dealer irrevocably waive any right or interest it may have against LGEPH in relation to its authority to verify Claims, or those Claims that the Users may have that arose on or are alleged to have arisen as a result of, arising out of or in connection with this Incentive Program.

3. Installation Process by the Sub-Dealer

1. Standard Process. The Sub-Dealer shall strictly comply and follow the standard installation process set by LGEPH.
2. Authorized Agent. The Sub-Dealer shall be regarded as an authorized agent of the Dealer to install air-conditioning units. The Dealer further warrants that the Sub-Dealer has the necessary skill, expertise, and training to perform installation services in accordance with industry standards for installation.
3. Complaints by Customers. In case of complaint by end-user/customer, the Parties shall conduct a joint investigation to address and resolve the complaint in good faith.
4. Joint and Several Liability of the Dealer and Sub-Dealer.
   1. The Dealer and Sub-Dealer shall be jointly and severally liable for the cost and value of the labor, materials, and product, in the event of the product was damaged due to error in the installation by an act or omission, or fault or negligence of the Sub-Dealer, or when the standard installation process set by LGEPH was not complied with.
   2. Dealer and Sub-Dealer shall indemnify, protect and hold harmless LGEPH, its directors, officers, employees, affiliates, and agents, for any and all damages and claims which may be caused or materially contributed to by the fault, negligence, recklessness, intentional acts, unintentional acts, or any other acts of the Sub-Dealer arising or are alleged to have arisen as a result of, arising out of, or in connection with the Sub-Dealer's installation of air-conditioning units sold by the Dealer to the aggrieved end-user/customer.

4. Indemnification and Limitation of Liability

The User shall protect, defend, and hold harmless LGEPH and its respective directors, officers, employees, and agents for any violation committed by the Users under the law or this User Agreement. The User shall indemnify LGEPH and its respective directors, officers, employees, and agents of any claim, fees, liabilities, damages, amounts, attorney's fees, or cost of suit that LGEPH incurred in the event that any dispute, case, actions, demands or suit is filed due to violation of this User Agreement.

Under no circumstances whatsoever shall any liability of LGEPH, however arising and notwithstanding that the cause of claim be unexplained, shall exceed the amount of the Claim of the month prior to the disputed Claim.

In no case shall the User have any recourse of any kind against LGEPH, except the payment of the Claim to Sub-Dealer and only after submission of all supporting documents required by LGEPH to verify the Claim.

Upon payment and receipt of the Claim, User shall hereby release and forever discharge LGEPH, its subsidiaries, directors, officers and employees, related interests and affiliates from any action, sum of money, damages, other claims and demands whatsoever, which in law or in equity the User had, now have, or which, hereafter may have upon by reason of any matter, cause, or thing, the intention hereof being is to completely and absolutely release LGEPH, its officers, representatives and/or agents, related interests and affiliates, from any and all liabilities arising wholly or partially from this User Agreement upon payment and receipt of the Claim of the User.

In case of violation by the User of any provision of this User Agreement, liquidated damages of twice the value of the aggregated Claim amount paid to User shall be imposed by way of penalty.

5. Data Protection and Confidentiality

The specific terms and conditions of this User Agreement, including, but not limited to the financial terms and Incentive Program, are strictly confidential and shall not be disclosed to any third-parties without the prior written consent of LGEPH, unless otherwise required by law to be disclosed.

Users shall likewise comply with Republic Act No. 10173 otherwise known as the Data Privacy Act of the Philippines of 2012, its Implementing Rules and Regulations, and the App Privacy Notice. The User shall process, retain, handle and disclose personal and sensitive personal data in accordance with all applicable data protection laws. Any breach of this Section shall be deemed a material breach of this User Agreement.

6. User Rights & Obligations

a. Users' Legal Rights

This User Agreement shall not limit or deprive Users of their statutory rights to (1) a certain quality of service and (2) resolutions in case of any problems. Further, Users may enjoy any and all rights granted by applicable laws and regulations.

b. Users' Obligations

1. Users must comply with the following when using the App:
   • Comply with this User Agreement, App Privacy Notice, and the applicable laws and regulations;
   • Respect others' rights, including rights to personal data, privacy, and intellectual property;
   • Refrain from acts that may result in the abuse of, interfere with, suspend or damage the App;
2. In an effort to maintain the security and safety of all Users and to allow Users to freely access the App, Users must not commit any of the following:
   • Attempt to figure out the source code or algorithm of the App or the contents provided in the App ("Content") by engaging in, including but not limited to, reverse engineering of the software;
   • Attempt to arbitrarily modify or deactivate certain functions of the App or the Content;
   • Create derivative works based on the App or the Content;
   • Engage in services such as leasing, sub-licensing or hosting, of the use of the App or the Content;
   • Infringe intellectual property rights, including copyright of others including LGEPH, in connection with the use of the App or the Content;
   • Use the App or the Content for unlawful purposes or by unlawful means, in violation of this User Agreement, Privacy Notice, or the applicable laws and regulations;
   • Use the App or the Content in a malicious or harmful manner, including but not limited to, hacking or distributing malicious codes including viruses and any harmful data;
   • Use the App or the Content in a way that hinders other Users, damages, overloads, or deteriorates the App or increases the App's vulnerability to security risks;
   • Attempt to decode signals transmitted between the App and its servers or collect data or information from the App or its system.
3. Upon User's failure to comply with the above obligations, LGEPH may suspend or deny access to the App.

7. License

a. LGEPH App License

LGEPH grants Users the license to use the App. However, the license is provided on a limited, non-transferable, revocable and non-exclusive basis, and Users may use the App and the Content for the intended purpose only. The license granted includes software and other data necessary for the provision of the App and the Content, along with the applicable updates, upgrades, improvements, modifications, changes and additions. Upon consenting to this User Agreement, the User will be granted the license to use the App and the Content only within the conditions specified in this User Agreement. The User will never acquire any intellectual property rights or other proprietary rights relating to the App and the Content. Further, the details and the scope of the license, including the territory of the license, may vary depending on the country, device and type of operating system, internal policies of LGEPH and its business partners, and other operational or technical needs. Users agree that LGEPH has no liability to them for any non-interoperability between the App or its Content, and the Users' mobile device, and any damage caused by Users' erroneous input of the information concerning their device.

b. License to User-Created Content

1. In using the App, Users will upload photos, documents and other content ("User-Created Content") for purposes of submission under LGEPH's review of company information and installation verification. LGEPH make no representations or warranties as to the accuracy or completeness of the User-Created Content.
2. By uploading User-Created Content on the App, it shall be subject to review and verification of LGEPH. Furthermore, User grants LGEPH a global, non-exclusive, free of charge, revocable, transferable and sub-licensable license to use, copy, edit, distribute, translate, digitalize, publish, implement, indicate, modify and create derivative works of the User-Created Content to the extent necessary for the operation, implementation, and improvement of the Incentive Program.
3. Notwithstanding the foregoing, LGEPH holds the license to the User-Created Content only to the extent permitted to achieve the purposes of this User Agreement in accordance with applicable laws and regulations, and is not granted any right in excess of such limit.

8. Restriction of Use of the LGEPH App and Deletion of User-Created Content

a. Possible Measures

In any of the following events, LGEPH reserves the right to suspend or terminate your use of the App or delete your Dealer or Sub-Dealer Account and the User-Created Content:

• if the User or their User-Created Content are in material or repeated breach of this User Agreement, additional terms that may apply to your use of the App, LGEPH's other policies or applicable laws and regulations;
• if the User explicitly indicates their lack of intent to comply with this User Agreement and additional terms that may apply to the use of the App;
• if it is necessary to comply with legal obligations or court orders; or
• if User's behavior or their User-Created Content are reasonably deemed to cause damage to or create liability on the part of others, including other Users and LGEPH (e.g., hacking, phishing, harassment, transmission of spam, misleading conduct, false information, invasion of others' privacy, defamation, or unauthorized display of contents that do not belong to the User);

b. Users' Responsibility Relating to Measures

The applicable User, not LGEPH, shall be responsible for any damage and loss (including with respect to data and content) arising or are alleged to have arisen as a result of, arising out of, or in connection with the implementation of measures in accordance with this User Agreement, such as restriction of the User's use of the App or termination of the Dealer or Sub-Dealer Account.

9. Change, Suspension and Termination of the App

a. Change of the App

1. LGEPH may, from time to time, change the App as follows:
   • Change, add, or delete elements or functions of the App, for example, for enhanced functions, performance security, bug fixes, and service improvement;
   • Suspend or limit the use of or access to the App, including access to the Dealer or Sub-Dealer Account;
   • Examine, flag, modify, decline to post, block access to or delete any Content without notice or liability; or
   • Disable access to, block or modify remotely any function or service within the App, if LGEPH considers such actions necessary or appropriate in its sole discretion as a result of contractual obligations, changes in law, a court order, or for other reasons.
2. LGEPH may remove, disable access to, or otherwise block the User from accessing the App, for which the User shall not hold LGEPH liable for.

b. Suspension and Termination of the App

LGEPH may suspend, terminate, delete, or discontinue all or part of the App for any reason, which shall be effective upon notice.

10. LGEPH's Liability and Warranties

a. Liability

To the maximum extent permitted by applicable law, under no circumstances shall LGEPH, its directors, officers, employees, affiliates, agents contractors, principals, or licensors be liable for incidental, consequential, indirect, special, or punitive damages of any kind or for loss of information or data, loss of revenue, loss of business or other financial loss arising out of or in connection with the use of the App or the Content, whether based in contract, tort (including negligence), strict product liability or any other theory, even if LGEPH has been advised of the possibility of such damages and even if any limited remedy is deemed to have failed of its essential purpose. To the maximum extent permitted by applicable law, in no event will LGEPH be liable to you or any third party for any direct, indirect, punitive, exemplary, incidental, special, or consequential damages arising out of any application or open-source software, even if LGEPH has been advised of the possibility of such damages or losses.

b. Warranties

1. LGEPH's warranty with respect to the App including contents of the App, functions of the App, trustworthiness, availability and satisfaction of the Users' needs and the Content is limited to (1) the matters provided by this User Agreement and additional terms that may apply to your use of the App and the Content, or (2) the extent permitted under applicable laws and regulations. No other warranty is given in connection with the App and the Content.
2. To the maximum extent permitted by applicable laws, the App and the Content are provided 'as is' or 'as available' and is without any warranty of any kind, express or implied, including but not limited to, merchantability, maintenance of good quality, skilled manipulation of devices, fitness for a particular purpose, integrity, adequacy, no virus, calm environment and non-infringement with respect to the App and the Content.

11. Advertisement

LGEPH provides the App free of charge, and to this end it may include (customized) advertisements, which may be provided based on certain Users' preferences. The App may include advertisements and marketing information provided by LGEPH or a third party, and for those advertisements and marketing information provided by third party advertisers, LGEPH are unable to control the usefulness, accuracy, or completeness of such information. Accordingly, unless LGEPH is attributable, LGEPH will not be responsible for any liability arising out of such advertisements and communication or transaction between the User and such advertiser, including any damage that may arise out of any reliance by the User on such advertisements.

12. Dispute Resolution

This User Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines. Any dispute arising out of or in connection with this User Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved under the exclusive jurisdiction of Philippine courts.

13. Amendment of the User Agreement

1. LGEPH may from time to time amend this User Agreement and additional terms that may apply to the use of the App, to the extent permitted under applicable laws and regulations.
2. Use of the App after the amended User Agreement goes into effect will constitute your consent to such amendment. The User may revoke their consent to this User Agreement by terminating their Dealer or Sub-Dealer Account at any time, upon which the User will not be subject to the application of the amended User Agreement.

14. General Matters

1. This User Agreement sets forth the relationship between the User and LGEPH. Even if a third party benefits from the relationship between the User and LGEPH, no legal right shall inure to such third party.
2. In case of any conflict between this User Agreement and additional service-specific terms that may apply to the use of the App, the additional terms shall prevail with respect to the relevant App.
3. In the event any provision of this User Agreement is found to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of any of the remaining provisions shall not in any way be affected or impaired.
4. This User Agreement (including all incorporated or referenced documents) set forth the entire agreement between the User and LGEPH, and supersedes all prior agreements, whether written or oral, notwithstanding the terms or conditions of any such prior agreements. If LGEPH fails to enforce any right or provision in this User Agreement, such failure will not constitute a waiver of such right or provision.
5. LGEPH may assign, sub-contract or otherwise transfer any or all of its rights and obligations under this User Agreement to any company, firm or person. The User may not assign, sub-contract or otherwise transfer their rights or obligations under this User Agreement to anyone else unless the User first submits such a request to LGEPH in writing and the parties reach an agreement.
6. LGEPH is not liable or responsible for delay in performance of, or any failure to perform any of its obligations under this User Agreement that is caused by events outside our reasonable control ("Force Majeure"), in particular (but not limited to) (a) acts, decrees, legislation, regulations or restrictions of any government; (b) unavailability of public or private telecommunication networks; or (c) strikes, lock-outs or other industrial action, civil commotion, riot, invasion, terrorist attacks or threats of terrorist attacks, war (whether declared or not) or any natural disaster. Our performance under this User Agreement is deemed to be suspended for the period that Force Majeure continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable efforts to bring the Force Majeure to an end or to find a solution by which our obligations under this User Agreement may be performed despite the Force Majeure.

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