Terms and conditions (these “Terms”)
for the ImaGnation: GCash Innovation Challenge (“Challenge”) 

1. 1. Roles and Responsibilities of the Parties 
   
   1. G-Xchange, Inc. (the “Company”) shall:
      
      1. provide the Participant the list of qualifications for the Students and documentary requirements to be submitted for the Company’s evaluation in order for the Students to be admitted as participants to the Challenge;
      2. evaluate the list of Students and the documents submitted based on the Company’s evaluation and selection process;
      3. provide the Participant with a notice of admission to the Challenge;
      4. provide the Participant with the Challenge guidelines, rules, and criteria for judging;
      5. provide the Participant with the Company’s policies to be complied with by the Students;
      6. conduct orientation on the Company’s policies and Challenge rules and requirements prior to the start of the Challenge;
      7. provide coaching, mentoring and training to the Students throughout the Challenge period;
      8. provide information and documents to the Students to aid them in carrying out the Challenge;
      9. notify the Team’s representative/single point of contact (“SPOC”) of any concerns regarding the Students;
      10. assess the Students’ performance in relation to the Challenge and provide feedback to the Students;
      11. provide the Participant with feedback on the performance of the Students; and
      12. issue a Challenge Certificate to all participating Students who completed the Challenge;
      13. provide the prizes to the winning Students; and
      14. acknowledge and announce the winning Students and the Participant through various social media platforms.
   2. The Participant shall:
      
      1. provide the Company with the name of Team SPOC and list of Students compromising the Team and the documents requested by the Company during the evaluation process;
      2. provide Company with curriculum vitae of the Students;
      3. submit requirements required by Company in order for the Students to be admitted to the Challenge; and
      4. upon the Company’s request, withdraw the Student who is found to have misbehaved and/or violates Company’ policies, and Challenge rules, and regulations.
   3. The Parties agree that:
      
      1. the Company is not obliged to employ any of the Students upon completion of the Challenge;
      2. there is no employer-employee relationship between the Company and the Students;
      3. the Students are not entitled to the compensation/benefits accorded to the Company’s employee; and
      4. these Terms are exclusively between Students and the Company. The educational institution and any student organization are not bound by these Terms.
2. 2. Confidentiality
   
   1. For purposes of this section, “Confidential Information” means all information, reports, documentation, or data in any format produced, gathered, obtained, or otherwise processed, in connection with these Terms and all information relating to the Company, including its business, trade secrets, projects, finances, development plans, business opportunities, research development or know-how, disclosed by or on behalf of the Company or otherwise obtained by the Participant in the course of the implementation of these Terms.
      
      As used herein, the term "Confidential Information" shall mean all non-public, confidential or proprietary information disclosed hereunder, in any tangible or intangible form, such as but not limited to written, oral, visual, audio, those produced by electronic media, or through any other means, that is designated as confidential or that by its nature or circumstances surrounding its disclosure, should be reasonably considered as confidential.  Confidential Information shall include, but not be limited to: (a) products or planned products, processes and/or procedures, technological achievements and interests, customers and potential customers, business prospects, financial statements and information, financial situation and corporate plans, internal activities, future plans of both parties; (b) the fact that the Challenge is contemplated and any terms or facts relating to the Potential Transaction; (c) the fact that Confidential Information is being exchanged and discussions or negotiations have occurred, are occurring, or may occur between the parties; (d) the existence and contents of these Terms; and other information deemed proprietary or confidential by Company or any other matter in which Company may have any interest whatsoever. Confidential Information should be marked with a restrictive legend of the Disclosing Party.  If Information is not marked with such legend or is disclosed orally, the Information will be identified as confidential at the time of disclosure.  
      
      Each Disclosing Party hereby represents and warrants to the Receiving Party that it has lawful rights to provide the Confidential Information.
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   2. The Participant shall treat all Confidential Information as private and confidential, and not disclose or make available such information to any person except that the Participant may disclose Confidential Information:
      
      1. with the prior consent of the Company; or
      2. to any governmental authority having regulatory authority over the activities relating to these Terms; or provided that, in the case of Section 2.2(b), the Participant shall immediately notify the Company of any requirement by such governmental authority and must use its best endeavors, as may be consistent with the Participant’s legal obligations, to delay and withhold such disclosure until the Company has had an opportunity to oppose such disclosure by lawful means. The Participant shall not oppose action by the Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information.
   3. The Participant shall not publish, permit to be published, or disclose any particulars of these Terms in any paper, website, or elsewhere without the prior written consent of the Company. The Participant must not discuss these Terms with any media entity and must refer any inquiries concerning these Terms from any media entity to the Company as soon as reasonably practicable.
   4. The Participant's obligations with respect to the Confidential Information shall survive for one (1) year following the date of such termination of these Terms.
   5. The Participant will not permit copies of the Confidential Information to be made without the express written consent of Company.  Copies shall be deemed confidential and in all respects subject to these Terms.
   6. No other rights, and particularly no license and no assignment of intellectual property right including copyright, patent rights, design rights, trademarks, and mask work protection rights are implied or granted to the Participant under these Terms.  Neither Party shall make use of the existence of any bilateral business relationship between them for the purpose of their own advertisement.
   7. All Confidential Information, including but not limited to copies, summaries, excerpts, extracts or other reproduction thereof, shall be returned, within seven (7) days from receipt of notice, to the Company or, to the extent feasible, destroyed upon request of Company, and in any event, upon expiration of the Term.
   8. The parties acknowledge and agree that disclosure, divulgence, or unauthorized use of the Confidential Information could damage Company and that Company, therefore, has a strong interest in protecting the Confidential Information by all legal means. A party violating its obligations under these Terms shall fully indemnify the other for all damages caused by such breach.  Moreover, because money damages may not be a sufficient remedy for any breach of the foregoing covenants and agreements, the Company shall be entitled to specific performance and injunctive and other equitable relief as a remedy for any such breach of these Terms in addition to all monetary or other remedies available at law or in equity.
   9. Any failure of either party to insist upon the strict performance of any term or condition of these Terms shall not be deemed a waiver of any of the party's rights or remedies, including the right to insist on the strict performance of the same. The rights and remedies herein expressly provided are cumulative and not exclusive of any rights or remedies, which any of the parties would otherwise have.
   10. The Participant hereto shall in any way or in any form disclose, publicize, or advertise in any manner the discussions that give rise to these Terms nor the discussions or negotiations covered by these Terms without the prior written consent of Company.
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3. 3. Indemnification
   
   1. The Participant shall:
      
      1. protect, defend, indemnify, and hold the Company free from and harmless against any and all Claims which the Company may hereafter incur, become responsible for, or pay out as a result of any death or personal injury (including bodily injury) to any person; destruction, loss, or damage to any property, to the extent caused by the acts, errors, or omissions of the Students, which includes Claims against the originality or uniqueness of the submitted work, whether individually or collectively; and
      2. renounce and waive any claim against the Company for any loss, damage, injury, accident, or death that the Students may sustain or may suffer, in the performance of their duties and responsibilities during the Challenge, unless the same is directly caused by the sole fault or gross negligence of the Company.
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4. 4. Effectivity and Termination
   
   1. These Terms shall be valid from the date of Participants registration and acceptance of these Terms (“Effective Date”) and shall remain in full force until any of the Parties gives to the other Party a written notice of its intention to terminate these Terms, which termination shall take effect thirty (30) days from the receipt of such notice by the other Party (“Term”).  
   2. These Terms may likewise be terminated at any time by a Party upon violation and/or breach by the other Party of the terms and conditions of these Terms, and such breach is not remedied within thirty (30) days from receipt of a written notice from the innocent Party. For the avoidance of doubt, the Parties’ obligations which are expressed to, or by their nature, survive expiration or termination of these Terms, shall be enforceable at any time at law or in equity.
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5. 5. Governing Law, Dispute Resolution, and Venue of Actions
   
   1. These Terms shall be construed in accordance with the laws of the Republic of the Philippines.
   2. If any dispute, controversy, claim, or difference of any kind whatsoever shall arise between the Parties in connection with these Terms (each, a “Dispute”), the Parties shall attempt, for thirty (30) days from receipt by a Party of a written notice from the other Party stating the existence of a Dispute, to settle such Dispute in the first instance by mutual discussions between the duly authorized representatives of the Parties. If the Dispute is not settled by mutual discussions, all actions or Claims in connection with these Terms shall be shall be settled by arbitration in accordance with the Philippine Dispute Resolution Center, Inc. (PDRCI) Arbitration Rules in force at the time of the commencement of the arbitration.
   3. Any other cause of action the exclusive jurisdiction over which is conferred upon the regular courts shall be filed, prosecuted, or enforced exclusively with/through the appropriate court in Taguig City, Metro Manila.
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6. 6. Representations and Warranties
   
   1. The Parties herein represent and warrant that:
      
      1. they have the right, capacity, and requisite authorization to enter into these Terms and to carry on their respective obligations under these Terms;
      2. the execution, delivery, and performance of these Terms and the instruments or documents specified herein or necessarily related thereto, will not violate any applicable laws or any agreement/contract;
      3. they will execute, submit, and deliver all documents, forms, authorizations, and other requirements necessary to effectuate the objectives of these Terms; and
      4. they will not collect or impose other requirements to the foregoing agreements and/or include activities that will entail additional expenses to the other Party without the express written approval of such other Party.
   2. The Participant represents and warrants that he/she has complied with all of the school’s/university’s policies, rules, and regulations pertaining to his/her participation in the Challenge and has obtained all Required Approvals from school/university or his/her parents (as necessary) prior to his/her submission of application or registration for the Challenge. The Required Approvals must be valid for the duration of the Challenge. For the avoidance of doubt, Required Approvals include authorization, written consent, written approval, permit, certification, filing, or registration by or with the school/university/parents in connection with the Participant’s participation in the Challenge and the undertaking and performance of the Participant’s of all its obligations and responsibilities as specified in these Terms. The Participant acknowledges that the failure to obtain such required approvals may result in the Participant's disqualification from the Challenge. The Participant shall defend and hold the Company free and harmless from and against any Claims that may be charged against the Company for violation of this clause.
   3. The foregoing representations and warranties shall survive the termination of these Terms.
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7. 7. Intellectual Property Rights
   
   1. Definition.
      
      1. “Background IPR” means Intellectual Property Rights of a Party existing as of the Effective Date and developed or acquired by such Party independently of these Terms.
      2. “Claims” means all claims, demands, suits, actions, losses, liabilities, assessments, judgments, damages, costs, expenses, payments, fines, charges, and penalties.
      3. “Foreground IPR” or “Work Product” means Intellectual Property Rights developed, conceived, or created by the Parties pursuant to these Terms, including the Materials and all output or product generated, produced by, or that resulted from the Challenge and Parties’ performance of these Terms.
      4. “Intellectual Property Rights” means any and all intellectual property rights and interests, including any patents, trademarks, service marks, rights in designs, trade names, copyright, utility models, eligible layout rights, inventions, innovations, discoveries and/or improvements, trade secrets, know how, formulae, processes, methodology, technology, applications for, or right to apply for registration for any of them, rights under licenses and consents in relation to any of them, and other forms of protection of an equivalent nature or having equivalent effect to any of them, in the Philippines and the world, whether registered or unregistered, for the duration of the rights and interests.
      5. “Materials” means literary works or other works of authorship, such as programs, programming tools, methodology, manuals, reports, drawings, and other written documentation and machine-readable text and files created and developed in relation to, or in connection with, the Challenge.
   2. Materials
      
      1. Company will grant the Participant a limited, revocable, and non-exclusive license during the Term to use Company Materials, for the sole purpose of carrying out the Challenge. The foregoing notwithstanding, Company will be the sole and exclusive owner of the following:
         
         1. All Materials owned by Company as of the Effective Date; and
         2. All Materials developed by Company (independently of Team’s Material) after the Effective Date, and all Work Product, including Intellectual Property Rights in such Work Product but excluding Team’s Background IPR.
         3. that any submission, to the best of his/her knowledge will be his/her/or the Team’s original and unique work.
      2. Participant may not use Company Materials for any other purpose.
      3. With respect to Team Materials:
         
         1. Team will retain all rights in Materials independently developed by Team outside the scope of these Terms and used by Team in connection with the Challenge.
         2. Upon introduction of any Team Materials or any of Team’s Background IPR in the Challenge, the Team will grant Company, at no additional fee or cost, a revocable, nonexclusive, global, limited, and enterprise-wide license to use Team’s Materials for the purpose it was intended by Company.
      4. Notwithstanding anything contrary in these Terms, the Team shall exclusively own all, rights, title, and interests in, and to any of, Team’s Background IPR. Company shall exclusively own all rights, title, and interests in, and to any of, Company’s Background IPRs and all Foreground IPRs and may be used by the Company for whatever purpose.
   3. IPR Representations and Indemnification‍
      
      1. Each Party represents and warrants that:
         
         1. in performing its obligations in these Terms, it will not infringe the Intellectual Property Rights of third party; and
         2. it has sufficient Intellectual Property Rights to deliver the Work Products, and perform its obligations in accordance with these Terms.
      2. Each Party shall defend, indemnify, and hold harmless the other Party from and against any and all Claims incurred, threatened, or arising, directly or indirectly, from an actual or alleged infringement of any Intellectual Property Rights arising out of the use by a Party of third-party Intellectual Property Rights or the Work Products, and the effects thereof.
8. 8. Site Visit
   
   1. If the Participant is invited or required to travel in connection with the Challenge, the Participant fully understood all the information and instructions given to him/her during the site visit and the Participant is aware that his/her site visit may be accompanied with risks, which may or may not be anticipated by the Company and its subsidiaries.
   2. The Participant represents and warrants that she/he is physically fit to travel and has no medical condition that may be aggravated by the travel or the environmental conditions at the site. The Participant will promptly inform the Company’s representative in the event of any sickness, injury, or security incident the Participant may experience or encounter during the site visit. The Participant will exercise utmost care and prudence towards ensuring my safety and security.
   3. The Participant renounce and waive any claim against the Company, its subsidiaries, and their respective officers and employees for any loss, damage, injury, accident, or death that the Participant may sustain during the Challenge, in the performance of, as a result of, incidental to, or arising out of his/her duties, responsibilities, and participation in the Challenge, and during site visits. The Participant finally declares that he/she has read and understood these Terms and his/her written consent and waiver are made willingly, freely and voluntarily and with full knowledge of his/her rights under the law.
9. 9. Miscellaneous
   
   1. If any one or more of the provisions contained in these Terms or any document executed in connection herewith shall be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained herein or therein shall not in any way be affected thereby. No waiver of any breach hereof shall be held to be a waiver of any other or subsequent breach. Any failure by any Party to exercise, or any delay in exercising, any of such Party’s rights shall not operate as a waiver of that or any other right of such Party, and a defective or partial exercise of any of such rights shall not preclude any other, or the further exercise of that or any other right, and no act or course of conduct or negotiation on its part or on its behalf shall in any way preclude it from exercising such right.
   2. These Terms shall be binding upon and shall be enforceable against the Parties herein and their respective assigns. It is hereby understood that no Party shall have the right to transfer its respective rights and/or obligations hereunder without the prior written consent of the other Party.
   3. These Terms shall only be amended upon written agreement of the Parties.
   4. The remedies provided to the Party in these Terms are cumulative and in addition to, not exclusive of or in substitution for, any rights and remedies otherwise available under applicable laws.
   5. Nothing in these Terms shall be construed to establish a partnership, joint venture, agency or employee-employer relationship between the Parties.  A Party has no power to obligate, contract, supervise, or commit in any way the other Party.
   6. These Terms may be executed in any number of counterparts, each of which shall be considered an original, but all of which, taken together, shall be considered one and the same agreement. These Terms may be executed electronically or by way of electronic signature and such electronic signatures shall be deemed original signatures, have the same force and effect as manual signatures and binding upon the Parties.  If these Terms shall be executed electronically, the best evidence of this Contract shall be a copy of these Terms bearing an electronic signature, in portable document format (.pdf) form, or in any other electronic format intended to preserve the original graphic and pictorial appearance of a document.
10. 10. Data Subject Consent and Data Processing
    
    1. The Participant agrees that Company and its affiliates and subsidiaries, including G-Xchange Inc. and Fuse Financing Inc., directly or through its service providers (“GCash Group”), may collect, process, use and store Participant’s personal and sensitive personal information, including Participant’s photographs, full name, home and mobile number/s, e-mail address, university details, curriculum vitae/resume details (e.g. course, GWA, extracurricular activities), virtual curriculum vitae video, and other information required in Participant’s application for ImaGnation.
    2. Participant authorizes the GCash Group to share said information to individual entities within the GCash Group, for as long as Participant’s records and personal/sensitive personal information are required and/or allowed by law to be retained and processed, whether for Participant’s protection or for the protection and pursuit of the legitimate interests and/or business purposes of the GCash Group, such as  and for: identity verification, school affiliation, processing for internship or employment opportunities, content for promotional purposes, and participation in ImaGnation.
11. 11. Click to Accept.
12. In order to complete Participant’s registration, the Participant is required to electronically accept these Terms and Conditions (T&C). Participant acknowledges that he/she has carefully reviewed these T&C, to which Participant is a party, fully understands and is aware of these terms and understands his/her rights, obligations, and responsibilities hereunder. Participant acknowledges that Company has presented the Participant with the opportunity to review and agree to these T&C. In case the Participant is a minor, or is a person with intellectual, cognitive or developmental disability making the Participant incapacitated or challenged to give consent, the Participant shall be represented by his/her parent or legal guardian. By clicking accept in the button below, the same is equivalent to a signature and Participant agrees to these Terms and Conditions.

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