1. Definitions

• Agreement - The agreement between the First Party and Second Party with respect to the First Party's use of the Service
• Customer - The person who places orders of the Products through the Service
• Effective Date - The date of commencement of the Agreement
• First Party - The merchant designated in the Agreement
• Products - The goods and services made available by the First Party for purchase through the Service
• Second Party - Agile Digital Ventures, Inc., the owner and operator of Pick.A.Roo
• Service - Pick.A.Roo, an online platform and app developed by the Second Party

2. Effectivity of Agreement

This Agreement shall remain in full force for a period of twenty-four (24) months from the Effective Date, and shall be renewed every year, unless the First Party notifies the Second Party in writing of its non-renewal at least ninety (90) calendar days prior to expiration.

3. Obligations of the Parties

First Party Obligations:

• Comply with registration and onboarding requirements
• Provide accurate product lists, operations details, and contact information
• Maintain accurate inventory and pricing information
• Process and fulfill orders meeting Key Performance Indicators (KPIs)
• Ensure proper packaging and handling of products
• Communicate with customers only through the Merchant App
• Address customer feedback and disputes promptly
• Comply with all applicable laws and regulations

Second Party Obligations:

• Provide and maintain the Service platform
• Manage online transactions
• Initiate marketing strategies
• Provide necessary internal data and analysis

4. Payment Terms

Payment schedules include Monthly, Bi-Monthly, or Weekly options. The Second Party shall send sales summaries with corresponding payment release dates as per the selected schedule.

For finance or accounting concerns, contact: billing@pickaroo.com

5. Representations and Warranties

Both parties represent and warrant compliance with all applicable laws, ordinances, regulations, and codes, including procurement of permits, licenses, and certificates.

The First Party warrants that products are not counterfeit and has full authority to execute this Agreement.

6. Return and Refund

The Parties agree to comply with applicable laws including Republic Act No. 7394 (Consumer Act of the Philippines). Perishable products cannot be returned, while non-perishable products must be returned within fourteen (14) calendar days from delivery.

7. Termination

This Agreement may be terminated in case of material breach, with fifteen (15) days to cure. Either party may terminate with ninety (90) calendar days written notice.

8. Data Privacy

Each Party shall comply with the Data Privacy Act of 2012 (RA 10173) and implement appropriate safeguards to protect Personal Information. Security Breaches must be notified within twenty-four (24) hours.

9. Confidentiality

Each Party undertakes to keep all Confidential Information secret and confidential, using the same degree of care as it uses for its own confidential information.

10. Intellectual Property Rights

All intellectual property rights remain vested in the providing Party. The First Party grants the Second Party exclusive royalty-free rights to use trademarks and copyrights.

11. Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the Republic of the Philippines. Disputes shall be resolved through consultation and negotiation, and if unresolved, through the proper courts of Taguig City.