Gateway Terms of Service Thank you for choosing Gateway. Gateway is a collection of services and products offered by Cobena through this platform. To maximize your Gateway experience, kindly ensure that you have thoroughly read this document and the Cobena Privacy Policy. These Terms of Service and the Cobena Privacy Policy apply to and are incorporated by way of reference into the service order (the “Order”) made by and between you (“You” or the “Customer”) and set forth the terms and conditions under which Cobena will provide the Customer with access to certain applications as set forth in the Order.

  1. Definition of Terms

    2. 1.1. Cobena refers to Cobena Business Analytics and Strategy, Inc., located at Unit 1001, 10/F One World Place, 32nd St., Bonifacio Global City (BGC), Taguig City, 1634 Philippines

    1.2. Gateway (or “Service”) is a geospatial analytics system developed by Cobena

    1.3. Cobena Services refers to all products and services provided by Cobena

    1.4. Data Layer/s are data sets from various government agencies, academic institutions, private organizations, non-government organizations, and other entities that were cleaned, processed, and organized by Cobena. This also includes data sets that were derived and/or developed by Cobena from the original data source.

    1.5. Points of Interest (or “POI”) are data on locations that are considered important or useful to the general population (schools, hotels, malls, etc.)

    1.6. Cobena-owned data are data layers resulting from creative innovations and/or extensive research conducted by Cobena. It also includes POIs that are gathered by Cobena’s field team

    1.7. Non-Cobena data are data layers and POIs cleaned by Cobena that were gathered from government agencies, academic institutions, private organizations, non-government organizations, and other entities

    1.8. Content refers to all data layers, POIs (both Cobena-owned data and Non-Cobena data), and all intellectual property of Cobena present in Gateway

    1.9. Gateway Terms refers to all legally binding conditions, restrictions, and permissions detailed in this document

    1.10. Additional Terms are the terms and conditions from other services or products of Cobena if used in conjunction with Gateway.

  2. You and Cobena

    3. 2.1. Use of the Service is subject to these terms and conditions. Your use of Gateway and any of its features is subject to the terms this agreement which is legally binding between you and Cobena (the “Terms”).

    2.2. The Terms include the Cobena Privacy Policy. Unless explicitly stated, the Terms shall include the following:

    1. Gateway Terms
    2. Cobena Privacy Policy
    Please ensure that you have read each of the above documents before using Gateway.

    2.3. Use of Other Services and Products from Cobena. If you use Gateway in conjunction with any other service or product of Cobena, your agreement with Cobena will include the Additional Terms applicable to those Cobena Services. If there is any contradiction between the Additional Terms and the Gateway Terms, the Gateway Terms will take precedence only on matters related to the Service, and not to any of the other Cobena Services.

    2.4. Publicity. We are glad to have you as a part of our Gateway community. By joining the Gateway community, you grant us a worldwide, non-exclusive, royalty-free, non-transferable license to use your trademarks and logos for the purpose of identifying you as a Gateway user and in order to promote Gateway.

  3. Accepting the Terms

    4. 3.1. Clicking to Accept or Using Gateway. By clicking “Accept” and/or by using Gateway, it is immediately understood that you accept the Terms.

    3.2. Legal Restrictions imposed by the Republic of the Philippines. You may not use Gateway if you are deemed legally prohibited to use such services.

    3.3. Authority to Accept the Terms. By accepting the Terms, it is understood that you have the authority to legally bind the organization/entity that you represent. If you do not have the legal authority to do so, please request such authority from your organization or discontinue your use of the Service.

    3.4. Changes in the Terms. Cobena reserves the right to make changes to the Terms from time to time. When these changes are made, Cobena will notify you by providing a URL of the updated Terms or through announcements posted in the Cobena website or Gateway. You understand and agree that if you use the Service after the date on which the Terms have changed, Cobena will treat your use as acceptance of the updated Terms. If a modification of the Terms is unacceptable to you, you may discontinue your use of Gateway.

  4. Privacy and Personal Information

    5. 4.1. Cobena Privacy Policy. The Cobena Privacy Policy applies to all users of Gateway. Cobena collects personal information to provide users access to Gateway. Cobena treats personal information with utmost care and respect. Furthermore, Cobena ensures that personal information are secure and only used to provide better services for its users. All users of Gateway must give consent to Cobena's use of personal information as specified in the Cobena Data Processing Consent Form. For more information on how Cobena treats personal information and protects the privacy of Gateway users, please read the Cobena Privacy Policy.For more information on how Cobena treats your personal information and protects your privacy, please read the Cobena Privacy Policy.

    4.2. Use of your data according to the Cobena Privacy Policy. All personal information that is collected through Gateway are treated with utmost care and respect. Cobena ensures that your data is secure and is only used to provide better services for you.

  5. Provisions of the Service

    6. 5.1. Limitations on the Use of the Service. You understand and agree that your use of Gateway is limited by your subscription. Applicable fees and/or penalties will apply if you use Gateway beyond your allowed usage.

    5.2. Display, Demonstration, and Advertising. If you are using Gateway or any of its products and/or derivatives (e.g. generated reports, screen captures, service descriptions, etc.) for presentations or advertising endeavors within or outside of your company, you must always indicate that these products are from Gateway and must include the Cobena and Gateway logos.

    5.3. Additional Attribution. Whenever applicable, you must also cite sources of the data (e.g. Department of **) and Google every time you use or display their products/data, subject to their terms. The sources of the datasets available through Gateway are provided in data reference tables provided upon the start of your subscription.

    5.4. Independent Terms. The use of the data layers and maps (Google Maps) on the Service are also subject to the terms and conditions of the original data sources and Google, respectively.

    5.5. Data and Feature Updates. Cobena reserves the right to update the features and content of Gateway with no prior notice. However, Cobena will inform you of relevant changes via announcements posted through the Cobena or Gateway websites.

  6. Your Gateway Account

    7. 6.1. Cobena will provide your Gateway account. Upon your subscription to Gateway, Cobena will provide you with your account details based on the subscription package that you availed of.

    6.2. Sharing of Gateway account details. Your Gateway account is for your sole use. You may only log in with a maximum of two devices. Under no circumstances shall you share your Gateway account details to other persons, even within your organization.

  7. Cobena’s Proprietary Rights

    8. 7.1. Ownership of legal rights and interests. This is a subscription agreement for access to and use of the Service. You acknowledge that you are obtaining only a limited right to the Service and no ownership rights are being conveyed to you under this Agreement. You understand and agree that by signing the Order, you irrevocably acknowledge that Cobena owns all legal rights and interests of the Service and in all software and Cobena materials, derivatives (including but not limited to derivatives such as reports, analysis, and/or other materials generated by the Service), including all intellectual property (e.g. algorithms) and Cobena-owned data, subject to any limitations associated with intellectual property rights of third parties. Cobena reserves all rights not specifically granted herein.

    7.2. Non-ownership of Non-Cobena data. Cobena does not claim ownership of Non-Cobena data. You agree that Cobena retains all rights, title and interest in and to all report templates and pre-existing content and materials of Gateway, methodologies, processes (including the process of curating, cleaning, and processing these datasets and transforming them into formats that are best suited for analysis), techniques, ideas, and know-how and all derivative works, modifications or improvement of any of the foregoing, as well as all comments, questions, suggestions or other feedback relating to the Service that you submit to Cobena. Further, you acknowledge that the Service is offered as an online, Software-as-a-Service (SaaS) solution, and that you have no right to obtain a copy of any underlying code or technology in the Service.

  8. Permitted Uses

    9. Your use of Gateway should only be for the purposes that:
    1. Are permitted by the Terms;
    2. Are compliant with the relevant laws and regulations of the Republic of the Philippines.

  9. Service License and Restrictions

    10. 9.1. Period of Agreement. All Service licenses and restrictions are only applicable during the course of this agreement between you/your organization and Cobena. However, any material or product derived from Gateway should be attributed to Cobena and Gateway, on top of any other required attributions, every time it is used, even after the duration of the license period.

    9.2. Service License. Subject to the Terms and to all limitations and restrictions contained herein and the Order, Cobena grants a non-exclusive, non-transferable, and non-sublicensable Service license to you/your organization and solely for internal business purposes, to perform the functions described in the user documentation that Cobena makes generally available in hard copy or electronic form to its general customer base in connection with the Service license. Unless otherwise expressly permitted in the Order and subject to the provision on number of authorized users, you shall not permit any subsidiaries, affiliated companies, or third parties to access Gateway.

    9.3. Content License. The extent of your Content access will be based on your subscription package. All data made available to you must not be shared outside your organization.

    9.4. Your Content. Cobena does not claim ownership of the data uploaded or hosted by you nor any derivatives thereof. Furthermore, Cobena, to the best of its capabilities, will ensure your data’s privacy and security when using the Service, subject to the terms of the Cobena Privacy Policy.

    9.5. Access to the Service. You should only access the Service through the Gateway platform or through application program interfaces (APIs) provided by Cobena to you. You agree not to access (or attempt to access) the Service through any automated means (use of scripts, web crawlers, or web scrapers) to extract, store, or cache any content of the Service, unless superseded by other terms or agreement between your organization and Cobena. Accessing the Service through other means, unless explicitly permitted by Cobena, will constitute a breach of these terms and may lead to the termination of your subscription to the Service and/or other penalties, including but not limited to potential legal action commensurate to the damages/potential damages to Gateway and Cobena.

    9.6. Customer Obligations. You agree that no employees or consultants of Cobena will be required to individually sign any agreement in order to perform any services hereunder including, but not limited to, access agreements, security agreements, facility agreements or individual confidentiality agreements. You shall be obliged to inform your authorized users before the beginning of the use of the Service about the rights and obligations set forth in the Terms. You will be liable for any violation of obligations by your authorized users or by other third parties who violate obligations within your control.

    9.7. Confidentiality. You understand and agree that your use of the Service implies a legally binding confidentiality agreement between you, your organization and Cobena. You must ensure that your use of Gateway materials and derivatives outside of your organization are permitted under the Terms. You agree to treat (both during and after the termination of this Agreement) as confidential all know-how and commercial or technical information including but not limited to information on the Service and Content, in whatever form disclosed to or made available by Cobena. All Cobena-owned data, algorithms, and designs are considered confidential and may only be used or displayed if explicitly permitted in writing by Cobena. Penalties for breach of this confidentiality clause will be determined by Cobena based on the magnitude of the breach, which may include, but is not limited to, payment of damages incurred by the breach, immediate termination of the Service, and/or perpetual ban on the use of the Service.

    9.8. Using Cobena and Gateway names and logo. Subject to the Terms, you may use the Cobena and Gateway logos (a) when citing results and derivatives from using the Service; and (b) when Cobena grants you the license to do so. However, you may NOT use the Cobena and Gateway logos:

    1. to imply a relationship, partnership, or affiliation with Cobena and Gateway, unless Cobena grants you permission to do so;
    2. on any material that contains adult content, illegal activities, gambling, illegal drugs, and the sale of alcohol to persons under legal age;
    3. to display in any material that aims to provide misinformation and/or malice to any person or the government.
    Furthermore, you may not remove or alter any element of the Cobena and Gateway logo.

    9.9. Notices. All notices, such as changes in the Terms, Privacy Policy, and major updates to the Service, will be sent through email and/or posted on the Cobena and Gateway websites. You must not, in any way, impede the notices provided for the Service on any medium as deemed necessary by Cobena.

    9.10. Determination of Usage and Compliance. To provide a better service for you and your organization, Cobena collects data to understand how you use Gateway and Cobena Services. With this, Cobena also reserves the right and discretion to determine whether you are using the Service and Content in compliance with the Terms.

    9.11. Fair Use of the Service. You will not use the Service unless as permitted under the Terms. Furthermore, you are not allowed to:

    1. lease the Service to any external party;
    2. sublicense the Service to an external party or charge a fee for products and derivatives from Gateway;
    3. print more than 100+ copies containing any Content of the Service for any purposes leading to commercial sales;
    4. interfere with the features of the Service either by directly using the Service (i.e. uploading very large data sets) or through any other means; and
    5. use the Service in ways not permitted by the Terms.

    9.12. Service Interruptions. You expressly understand and agree that your access and use of the Service may be temporarily unavailable, without prior notice, for any unanticipated downtime or unavailability of a part or all of the features of the Service caused by system failure or events beyond the reasonable control of Cobena, such as but not limited to delays, system failures or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the Internet. Should this occur, please advise Cobena immediately through email or landline with the following details:

    1. Your Username;
    2. Your Organization;
    3. Date and Time of Service Interruption;
    4. Device/Network Details; and
    5. Additional Details

    9.13. Upon receipt of your concern, we will issue a receipt of your message no later than 24 working hours, and we will exhaust all reasonable means to address the issues at the soonest possible time.

  10. Exceptions

    11. If you entered into a separate written agreement with Cobena, the written agreement must include which sections of the Gateway Terms are excluded and which are retained.

  11. Subscription Fees

    12. 11.1. Subscription Packages and Fees by Cobena. You shall pay Cobena the fees indicated in the Order. Unless otherwise provided in the Order, all fees are to be paid to Cobena within fifteen (15) days of the date of invoice. Cobena reserves the right to change the subscription packages’ content and fees as deemed necessary. However, changes in the content and fees will not affect subscriptions that are already active when the changes were implemented. In cases where it is necessary to change the content of an active subscription (e.g. Cobena changes cloud platform provider), you will be notified by Cobena through announcements made on the Gateway and Cobena websites or through other official channels.

    11.2. Training Fees. Cobena may charge a training fee agreed by you and Cobena for training sessions beyond the specified sessions in the Order, if any. If no such fees are agreed, Cobena shall not be obliged to provide additional training.

    11.2.11.3. Taxes. All Fees published by Cobena for the Service are considered to be tax-exclusive, unless otherwise stated.

    11.3.11.4. Account Disputes. You understand that Cobena will, to the best of its abilities, try to resolve any account disputes relating to the Service. To the fullest extent permitted by law, you understand and agree to waive any dispute or claim to the fees that are not brought to Cobena’s attention within 40 working days (not including weekends and legal non-working holidays) after payment. Furthermore, it is understood that refunds, if any, will be solely based on Cobena’s discretion.

    11.4.11.5. Delinquent Payments. Depending on the subscription package that your organization availed, late payments may incur either:

    1. delay in the access to the Service.
    2. interest of 2% per month of the amount due.
    Cobena reserves the right to suspend or terminate your access to the Service for any late payment.

  12. Termination of the Agreement

    13. 12.1. Optional Termination. You may terminate your legal agreement with Cobena by notifying Cobena of your intent to discontinue the use of the Service at least 30 working days from your intended date of termination. However, no refund will be given upon termination.

    12.2. Continuation of Terms. Unless terminated, your contract with Cobena will be deemed to continue with the latest Terms provided by Cobena.

    12.3. Suspension or Termination by Cobena. You understand and agree that Cobena may suspend or terminate your access to the Service, remove any data or content transmitted via Gateway without liability, and/or terminate this Agreement at any time: (i) if determined by Cobena that you have breached these Terms or are using the Service in violation of applicable law; or (ii) if requested by law enforcement or government agency or otherwise to comply with applicable law, provided that Cobena shall use commercially reasonable efforts to notify you prior to suspending the access to the Service as permitted under the Terms.

    12.4. Effects of Termination. Upon termination of this Agreement, the Customer shall no longer access the Service and shall not circumvent any security mechanisms contained therein.

  13. Exclusion of Warranties

    14. 13.1. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE AND THE CONTENT IS PROVIDED “AS IS.” YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND COBENA WILL NOT BE HELD LIABLE FOR ANY LOSS OR DAMAGES RESULTING FROM THE UNLAWFUL OR INAPPROPRIATE USE OF THE SERVICE AND ITS CONTENT.

    13.2. COBENA WILL ONLY BE LIABLE FOR THE WARRANTIES THAT COME WITH YOUR SUBSCRIPTION SUCH AS:

    1. ENSURING THAT YOUR USE OF THE SERVICE IS UNINTERRUPTED (UNLESS CAUSED BY ELEMENTS THAT ARE PHYSICALLY AND TECHNICALLY IMPOSSIBLE FOR COBENA TO ADDRESS)
    2. THE NUMBER OF PERSONS THAT ARE PROVIDED ACCESS TO THE SERVICE BASED ON YOUR SUBSCRIPTION PACKAGE AND THE NUMBER OF CREDITS THAT EACH ARE ALLOTTED FOR USE.
    TO THE EXTENT PERMITTED BY LAW, COBENA HEREBY DISCLAIMS ANY AND ALL WARRANTIES OTHER THAN THOSE MENTIONED IN THIS CLAUSE.

    13.3. COBENA MAINTAINS, TO THE BEST OF ITS ABILITIES, THE QUALITY OF ITS CONTENT THROUGH STRINGENT VERIFICATION AND DATA CLEANING PROCESSES AT POINT OF COLLECTION. HOWEVER, COBENA DOES NOT GUARANTEE THAT ITS DATASETS ARE FREE FROM ERRORS ARISING FROM FACTORS SUCH AS BUT NOT LIMITED TO (I) INHERENT DATA ERRORS, MISTAKES, AND/OR ISSUES STEMMING FROM THE ORIGINAL DATA SOURCES, (II) SYSTEMATIC ERRORS RESULTING FROM DATA PROCESSING AND THE LIKE, OR (III) CHANGES OR CORRECTIONS TO THE DATA AS NOTED IN SECTION 13.4. FURTHERMORE, COBENA DOES NOT GUARANTEE THE ACCURACY NOR COMPLETENESS OF THE DATASETS AVAILABLE THROUGH ITS PLATFORM. COBENA IS NOT LIABLE FOR ANY DAMAGES THAT MAY ARISE FROM SUCH ERRORS IN WHICH COBENA HAS NO PARTICIPATION.

    13.4. COBENA IS NOT LIABLE FOR ANY LOSSES AND/OR DAMAGES CAUSED BY ANY DELIBERATE CHANGE, CORRECTION, OR ERROR COMMITTED BY THE COMPANY, ORGANIZATION, OR GOVERNMENT AGENCY PROVIDING THE DATA, NOR ANY DISCREPANCY RESULTING FROM FORTHCOMING CHANGES SUCH AS: STORE OPENINGS OR CLOSINGS, CHANGES IN NAMES AND/OR OTHER DETAILS, ETC.

    13.5. ALL COMPUTATIONS, RECOMMENDATIONS, PROJECTIONS, PREDICTIONS, AND/OR ANY OTHER MODEL RESULTS PROVIDED BY COBENA ARE NOT PERFECT AND WILL ALWAYS FALL WITHIN A CERTAIN ERROR RANGE. THE ANALYSES ARE VALID ONLY INSOFAR AS THE LIMITATIONS OF THE DATA AND THE PROCESSES USED TO GENERATE THE ANALYSES ARE CONCERNED, AND IT IS THE USER’S RESPONSIBILITY TO EXERCISE JUDGMENT ON HOW BEST TO INTERPRET THE RESULTS OF ANY DATA OR ANALYSIS ON THE SERVICE.

    13.6. COBENA IS NOT LIABLE FOR ANY CONSEQUENCES RESULTING FROM THE USE OF ANY PRODUCT, MATERIAL, AND INFORMATION DERIVED FROM THIS SERVICE. IT IS THE USER’S RESPONSIBILITY TO DISCERN WHETHER OR NOT THE PRODUCTS, MATERIALS, AND INFORMATION AVAILABLE THROUGH THIS SERVICE MEET HIS/HER REQUIREMENTS.

    13.7. LINKS TO OTHER WEBSITES ARE PROVIDED TO THE USER ONLY AS POINTERS FOR POTENTIALLY USEFUL INFORMATION. COBENA HAS NO CONTROL OVER THE CONTENT OF SUCH WEBSITES AND THE LINKS SHOULD NOT BE INTERPRETED AS AN ENDORSEMENT OF COBENA OF THE PRODUCTS, SERVICES, AND CONTENT OF THESE WEBSITES. FURTHERMORE, COBENA HAS NO CONTROL OVER THE SECURITY OF THESE WEBSITES, AND WILL NOT BE LIABLE FOR ANY CONSEQUENCE ARISING FROM YOUR USE OF THESE WEBSITES. COBENA IS NOT LIABLE FOR NON-COBENA DATA ACCESSIBLE THROUGH THIS SERVICE OR ANY CONTENT (EITHER UPLOADED/HOSTED) FROM YOU/YOUR ORGANIZATION. HOWEVER, COBENA RESERVES THE RIGHT TO REMOVE ANY DATA OR CONTENT FOUND TO BE IN BREACH OF APPLICABLE LAWS.

    13.8. This Agreement shall not prevent Cobena from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.

  14. Indemnities; Limitation of Liability

    15. 14.1. Indemnifying Cobena. You will defend and indemnify Cobena and its directors, senior managers, employees, partners and licensors against all liabilities, damages, losses, and costs that may arise to any legal proceeding arising from:

    1. your use of the Service or the Content;
    2. your Content.

    14.2. Cooperation with Cobena. You will cooperate fully with Cobena relating to any legal proceeding concerning your use of the Service. Cobena has the right to take control of the legal matter if deemed necessary.

    14.3. Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COBENA BE LIABLE UNDER ANY THEORY OF LIABILITY, ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), ATTORNEYS FEES AND COSTS, OR OTHERWISE, FOR DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE AMOUNT OF THE FEES PAID BY CUSTOMER FOR THE SERVICES WHICH GAVE RISE TO SUCH DAMAGES.

    14.4. Disclaimer of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SERVICE PROVIDER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED INCLUDING, BUT NOT LIMITED TO, ATTORNEYS FEES AND COSTS, BUSINESS INTERRUPTION OR LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR GOODWILL.

  15. General Legal Terms

    16. 15.1. Written Consent. You understand and agree that by using the Service and accepting the Terms, Cobena will treat this as part of a written agreement.

    15.2. No Waiver. Cobena will not, in any way, waive any rights by not immediately exercising such rights under the Terms. A waiver will only take effect if Cobena explicitly states such in a written document, duly signed by an authorized representative of Cobena.

    15.3. Separability Clause. If any part of the Terms is considered invalid or illegal, the rest of the Terms will still remain in effect.

    15.4. Translations. If the Terms are translated into any other language and there are conflicts arising from the translation, the original version (English) of the Terms will govern.

    15.5. Venue and Governing Laws. THESE TERMS AND ALL RELATED CLAIMS WILL BE GOVERNED BY THE RULES AND REGULATIONS SET BY THE CITY OF TAGUIG AND THE REPUBLIC OF THE PHILIPPINES. ALL CLAIMS ARISING OUT OF THESE TERMS AND THE GATEWAY SERVICE SHALL BE LITIGATED IN THE COURTS OF TAGUIG CITY, PHILIPPINES, TO THE EXCLUSION OF ALL OTHER COURTS.