NexCard End User License Agreement (EULA)

1. DEFINITIONS

2. GRANT OF LICENSE

2.1 Limited License Grant

The Provider hereby grants the User a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install (if applicable) and use the Services, including the physical NexCard and the NexCard Web App, solely for the User's personal or internal business purposes, strictly in accordance with the terms of this Agreement and the specific Subscription Plan purchased.

2.2 Retention of Rights

This license does not constitute a sale of the Services or any copy thereof. The Provider retains all right, title, and interest in and to the Services, including all associated Intellectual Property Rights (IPR).

3. SUBSCRIPTION AND PAYMENT TERMS

3.1 Fee Obligation

By subscribing to any NexCard plan, the User agrees to pay the applicable Subscription Fees as listed at the time of purchase.

3.2 Term and Non-Refundability

Subscription Plans are prepaid and non-recurring. The subscription period begins immediately upon successful payment confirmation. All payments are final and non-refundable, except where explicitly required by the mandatory provisions of the Republic of the Philippines laws.

3.3 Service Suspension

The Provider reserves the right to immediately suspend or restrict the User's access to the Services, or downgrade the User to a non-premium feature set, in the event of failed payment attempts, chargebacks, or any indication of fraudulent payment activity.

3.4 Pricing and Taxes

All subscription prices displayed are deemed VAT-inclusive, reflecting the current registration status of UAS with the Bureau of Internal Revenue (BIR). The User is responsible for any applicable local taxes or fees related to the purchase.

4. USER OBLIGATIONS AND ACCEPTABLE USE

4.1 Lawful Use

The User covenants and agrees to use the Services lawfully, ethically, and solely for their intended purpose as a digital contact and profile management tool.

4.2 Prohibited Activities

The User is EXPRESSLY FORBIDDEN from engaging in, or enabling others to engage in, the following activities:

• Reverse Engineering: Attempting to decompile, reverse engineer, disassemble, or otherwise reduce the NexCard Web App, underlying software, or the physical NFC chip's encryption to human-perceivable form.
• Tampering and Duplication: Unauthorized reprogramming, duplication, sharing, or tampering with the physical NexCard or its unique NFC identifier.
• Malicious Use: Using the platform to upload, transmit, or store harmful code, malware, viruses, or any content that is fraudulent, defamatory, harassing, or illegal under Philippine law.
• Account Sharing: Sharing login credentials, sublicensing access, or otherwise allowing third parties to access the Services under the User's account.

4.3 Data Integrity

The User is solely responsible for maintaining the accuracy, quality, and legality of all User Content.

5. INTELLECTUAL PROPERTY RIGHTS (IPR)

5.1 Ownership

The User acknowledges and agrees that all proprietary rights, titles, and interests concerning the Services, including, but not limited to:

• The NexCard hardware, technology, and embedded components;
• The NexCard Web App, software, proprietary algorithms, and underlying source code;
• All copyrights, patents, trademarks, trade secrets, and trade names (including "NexCard" and "Nexbit Tech PH");

are and shall remain the exclusive property of the Provider (UAS/Nexbit Tech PH).

5.2 User Content License

The User grants the Provider a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and display the User Content solely for the purpose of operating and providing the Services to the User.

6. DATA PRIVACY, SECURITY, AND GOVERNANCE

6.1 Data Privacy Compliance

The Provider shall process all User personal data in compliance with the Data Privacy Act of 2012 (Republic Act No. 10173) and its implementing rules and regulations. Use of the Services is subject to the Provider's published Privacy Policy, which is incorporated by reference herein.

6.2 Security Responsibility

The Provider will implement commercially reasonable administrative, physical, and technical safeguards to protect the User's data. However, the User acknowledges that no electronic transmission or storage is 100% secure, and the Provider cannot guarantee the absolute security of User Content. The User is solely responsible for safeguarding their login credentials and device access.

7. WARRANTIES AND DISCLAIMERS

7.1 Limited Warranty

The Provider warrants that the Services will perform substantially in accordance with the documented specifications provided during the subscription period.

7.2 Disclaimer of Warranties

EXCEPT FOR THE LIMITED WARRANTY IN SECTION 7.1, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE PROVIDER DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

8. LIMITATION OF LIABILITY AND INDEMNIFICATION

8.1 Limitation of Liability

To the maximum extent permitted by law, the Provider shall NOT be liable for any indirect, incidental, punitive, special, or consequential damages (including loss of data, revenue, or business opportunities) arising out of or related to this Agreement or the use of the Services. The Provider's maximum aggregate liability to the User under this Agreement shall not exceed the total amount the User paid to the Provider for the Subscription Plans in the twelve (12) months immediately preceding the claim.

8.2 Indemnification by User

The User agrees to indemnify, defend, and hold harmless the Provider, its affiliates, directors, officers, and employees from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising out of or related to:

• The User's breach of the terms of this Agreement.
• The User's violation of any law or the rights of any third party.
• Any claim that the User Content infringes, violates, or misappropriates any third-party intellectual property or proprietary right.

9. TERMINATION

9.1 Termination by Provider

The Provider may suspend or immediately terminate this Agreement and the User's license to the Services, without liability, if the User:

• Violates any material term of this Agreement (e.g., Prohibited Activities).
• Engages in fraud, illegal conduct, or misuse of the system.
• Fails to comply with reasonable Provider instructions or policies.

9.2 Termination by User

The User may terminate this Agreement at any time by permanently discontinuing the use of the Services. No refunds for prepaid Subscription Plans shall be issued upon termination by the User.

10. GOVERNING LAW AND DISPUTE RESOLUTION

10.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines, without regard to its conflict of law principles.

10.2 Jurisdiction

Any dispute, claim, or controversy arising out of or relating to this Agreement shall be brought exclusively in the courts located in Pasig City, Republic of the Philippines.

11. MISCELLANEOUS

11.1 Modifications to Agreement

The Provider reserves the right to update or revise these terms at any time. Notice of material changes will be posted on the NexCard Web App or sent via email. Continued use of the Services after the effective date of the revised Agreement constitutes the User's acceptance of the new terms.

11.2 Entire Agreement

This Agreement, together with the Provider's Privacy Policy, constitutes the entire agreement between the User and the Provider concerning the Services and supersedes all prior agreements, proposals, and communications, whether oral or written.

11.3 Contact Information

For concerns, inquiries, or legal notices regarding this Agreement: