Terms of Service

1. Definitions and Interpretation

1.1 Definitions

In these Terms of Service, unless the context otherwise requires, the following definitions shall apply:

"Account" means the user account created by or for a User to access and use the Services, including all associated credentials, settings, and configurations.

"Administrator" means any User designated by the Subscriber to have administrative privileges within the Subscriber's Account, including but not limited to the ability to add or remove Users, modify settings, and access administrative functions.

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than fifty percent (50%) of the voting securities or equivalent voting interest.

"Agreement" means these Terms of Service, together with any Order Forms, Service Level Agreements, Data Processing Agreements, and any other documents incorporated by reference herein.

"API" means the application programming interfaces made available by LionBox that allow the Services to interact with third-party applications and services.

"Authorized User" means any individual who is authorized by the Subscriber to access and use the Services under the Subscriber's Account, including employees, contractors, and agents of the Subscriber.

"Confidential Information" means any information disclosed by one party to the other, whether orally, in writing, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to business plans, financial information, technical data, trade secrets, and Customer Data.

"Customer Data" means all data, including Personal Data, that is submitted, uploaded, or otherwise transmitted to the Services by or on behalf of the Subscriber or its Authorized Users in the course of using the Services.

"Data Processing Agreement" or "DPA" means the data processing agreement between LionBox and the Subscriber that governs the processing of Personal Data in connection with the Services.

"Documentation" means the user guides, technical manuals, help files, and other documentation made available by LionBox that describe the features, functionality, and use of the Services.

"Effective Date" means the date on which these Terms become effective, as specified at the beginning of this document, or the date on which a Subscriber first accesses or uses the Services, whichever is earlier.

"Employee Data" means Personal Data relating to employees of the Subscriber that is processed through the Services, including but not limited to names, contact information, government identification numbers, employment details, compensation information, and attendance records.

"Fees" means the subscription fees and any other charges payable by the Subscriber for the use of the Services, as set forth in the applicable Order Form or pricing schedule.

"Force Majeure Event" means any event beyond the reasonable control of either party, including but not limited to acts of God, natural disasters, war, terrorism, riots, civil unrest, government actions, labor disputes, epidemics, pandemics, power failures, telecommunications failures, and cyber attacks.

"Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, trade names, domain names, moral rights, rights in databases, and all other intellectual property rights, whether registered or unregistered, and all applications and rights to apply for any of the foregoing, anywhere in the world.

"Order Form" means any ordering document, online registration, or subscription agreement that specifies the Services to be provided, the Fees, the subscription term, and other terms applicable to the Subscriber's use of the Services.

"Personal Data" means any information relating to an identified or identifiable natural person, as defined under the Data Privacy Act of 2012 (Republic Act No. 10173) and its Implementing Rules and Regulations.

"Platform" means the LionBox software-as-a-service platform, including all web applications, mobile applications, APIs, and related infrastructure.

"Services" means the human resource information system (HRIS), payroll processing, and related services provided by LionBox through the Platform, as described in the Documentation and any applicable Order Forms.

"Service Level Agreement" or "SLA" means the agreement specifying the service levels, uptime commitments, and support obligations applicable to the Services.

"Subscriber" means the legal entity that has entered into an Agreement with LionBox for the use of the Services, as identified in the applicable Order Form or registration.

"Subscription Term" means the period during which the Subscriber is authorized to use the Services, as specified in the applicable Order Form.

"LionBox" means LionBox, Inc., a corporation organized and existing under the laws of the Republic of the Philippines, with its principal place of business in Metro Manila, Philippines.

"Third-Party Services" means any products, services, applications, or integrations provided by third parties that may be accessed through or used in connection with the Services.

"Updates" means any updates, upgrades, patches, bug fixes, enhancements, or other modifications to the Services that LionBox may make available from time to time.

"User" means any individual who accesses or uses the Services, including Subscribers, Administrators, Authorized Users, and employees.

1.2 Interpretation

(a) The headings in these Terms are for convenience only and shall not affect their interpretation.

(b) Words in the singular include the plural and vice versa.

(c) A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

(d) Any phrase introduced by the terms "including," "include," "in particular," or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

(e) A reference to writing or written includes email but not fax.

2. Acceptance of Terms

2.1 Agreement to Terms

By accessing, browsing, or using the Services, or by clicking a button or checking a box indicating acceptance, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you are entering into these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity and its Affiliates to these Terms, in which case the terms "you" and "your" shall refer to such entity and its Affiliates. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use the Services.

2.2 Eligibility

You represent and warrant that: (a) you are at least eighteen (18) years of age or the age of legal majority in your jurisdiction, whichever is greater; (b) you have the legal capacity to enter into a binding agreement; (c) you are not prohibited from accessing or using the Services under any applicable laws or regulations; (d) if you are a business entity, you are duly organized, validly existing, and in good standing under the laws of your jurisdiction of organization; and (e) your use of the Services will not violate any applicable law, regulation, or contractual obligation.

2.3 Additional Terms

Certain features or services offered through the Platform may be subject to additional terms and conditions, including but not limited to Order Forms, Service Level Agreements, Data Processing Agreements, and feature-specific terms (collectively, "Additional Terms"). To the extent there is any conflict between these Terms and any Additional Terms, the Additional Terms shall control with respect to the specific features or services to which they apply, unless the Additional Terms expressly state otherwise.

2.4 Entire Agreement

These Terms, together with any Additional Terms, constitute the entire agreement between you and LionBox regarding your use of the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. No oral or written information or advice given by LionBox or its representatives shall create a warranty or modify these Terms in any way.

3. Description of Services

3.1 Overview

LionBox provides a comprehensive cloud-based Human Resource Information System (HRIS) and Payroll platform designed specifically for private companies operating in the Republic of the Philippines. The Services are designed to help organizations manage their human resource operations, process payroll, ensure statutory compliance, and provide employee self-service capabilities.

3.2 Core Features

The Services include, but are not limited to, the following core features and functionality:

(a) Employee Information Management: Centralized storage and management of employee records, including personal information, employment history, organizational assignments, document management, and employee lifecycle tracking from onboarding through offboarding.

(b) Time and Attendance: Daily time record (DTR) management, shift scheduling, work schedule configuration, overtime tracking, undertime computation, tardiness monitoring, and integration with biometric devices and time clock systems.

(c) Leave Management: Leave request submission and approval workflows, leave balance tracking, accrual computation, service incentive leave (SIL) management, conversion processing, and compliance with Philippine labor law leave entitlements.

(d) Payroll Processing: Automated computation of gross pay, mandatory deductions, voluntary deductions, allowances, bonuses, and other pay components; generation of payslips; bank file generation for salary disbursement; and maintenance of payroll history and audit trails.

(e) Statutory Compliance: Computation and reporting of mandatory contributions to the Social Security System (SSS), Philippine Health Insurance Corporation (PhilHealth), and Home Development Mutual Fund (Pag-IBIG); withholding tax computation and Bureau of Internal Revenue (BIR) compliance including alphalist generation and BIR Form 2316 preparation.

(f) Loans and Advances: Management of government-mandated loans (SSS salary loan, SSS calamity loan, Pag-IBIG multi-purpose loan, Pag-IBIG calamity loan), company loans, cash advances, and other deduction schedules.

(g) Employee Self-Service: Employee portal for viewing personal information, submitting leave requests, accessing payslips, viewing attendance records, updating personal details, and submitting data privacy requests.

(h) Reports and Analytics: Standard and customizable reports for HR analytics, payroll summaries, attendance reports, government remittance reports, and management dashboards.

(i) Organization Management: Department and position management, organizational hierarchy configuration, role-based access control, and multi-branch or multi-company support.

3.3 Service Modifications

LionBox reserves the right, in its sole discretion, to modify, update, enhance, or discontinue any aspect of the Services at any time, with or without notice. This includes, but is not limited to: (a) adding new features or functionality; (b) removing features or functionality that are no longer supported or viable; (c) modifying the user interface or user experience; (d) updating the Services to comply with changes in applicable laws, regulations, or government requirements; (e) implementing security patches and bug fixes; and (f) optimizing performance and infrastructure. While LionBox will endeavor to provide advance notice of material changes that may adversely affect Subscribers, LionBox shall not be liable for any modification, suspension, or discontinuation of the Services or any part thereof.

3.4 Beta Features

From time to time, LionBox may offer access to features, functionality, or services that are designated as "beta," "preview," "early access," or similar designations ("Beta Features"). Beta Features are provided "as is" and "as available" without any warranties of any kind. LionBox may discontinue Beta Features at any time without notice or liability. The use of Beta Features is at your own risk, and you should not rely on Beta Features for any production or business-critical purposes.

4. Account Registration and Security

4.1 Account Creation

To access and use certain features of the Services, you must create an Account. During the registration process, you agree to provide accurate, current, and complete information as requested in the registration form. You further agree to maintain and promptly update your Account information to keep it accurate, current, and complete. LionBox reserves the right to suspend or terminate any Account that contains inaccurate, outdated, or incomplete information, or that LionBox reasonably believes may have been created for fraudulent or unauthorized purposes.

4.2 Account Credentials

You are solely responsible for maintaining the confidentiality and security of your Account credentials, including your username, password, and any other authentication factors. You agree to: (a) create a strong, unique password that is not used for any other accounts or services; (b) not share your Account credentials with any third party; (c) not allow any other person to access or use your Account; (d) notify LionBox immediately if you become aware of any unauthorized access to or use of your Account; and (e) log out of your Account at the end of each session, particularly when accessing the Services from shared or public devices.

4.3 Account Responsibility

You are fully responsible for all activities that occur under your Account, whether or not authorized by you. This includes, but is not limited to, all actions taken by Authorized Users using your Account, all data entered or modified through your Account, all transactions processed through your Account, and all communications sent from your Account. LionBox shall not be liable for any loss, damage, or harm arising from the unauthorized use of your Account, except to the extent caused by LionBox's gross negligence or willful misconduct.

4.4 Multi-Factor Authentication

LionBox may require or offer multi-factor authentication (MFA) as an additional security measure for accessing the Services. Where MFA is required, you agree to configure and use MFA in accordance with LionBox's instructions. Where MFA is offered but not required, LionBox strongly recommends that you enable MFA to enhance the security of your Account. You acknowledge that failure to use MFA may increase the risk of unauthorized access to your Account.

4.5 Account Types and Roles

The Services support multiple account types and user roles, each with different levels of access and permissions. The Subscriber is responsible for: (a) designating appropriate Administrators for the Account; (b) assigning appropriate roles and permissions to Authorized Users based on the principle of least privilege; (c) regularly reviewing and updating user access rights; (d) promptly removing or disabling access for users who no longer require access; and (e) ensuring that all Authorized Users are aware of and comply with these Terms.

4.6 Account Suspension

LionBox reserves the right to suspend or restrict access to your Account, without prior notice, if: (a) there is suspected unauthorized access to your Account; (b) there is suspected violation of these Terms or any applicable laws; (c) required by law, regulation, or legal process; (d) necessary to prevent harm to LionBox, other users, or third parties; (e) there are outstanding payment obligations; or (f) for any other reason that LionBox deems necessary to protect the integrity and security of the Services. LionBox will endeavor to notify you of any suspension as soon as reasonably practicable, unless prohibited by law or unless such notice would compromise the security investigation.

5. Subscription, Fees, and Payment

5.1 Subscription Plans

LionBox offers various subscription plans with different features, capacities, and pricing. The specific terms of your subscription, including the features included, the number of users permitted, the subscription term, and the applicable fees, will be set forth in your Order Form or as displayed during the online subscription process. LionBox reserves the right to modify its subscription plans and pricing at any time, provided that any changes will not affect your current subscription term unless you agree to such changes.

5.2 Fees and Payment Terms

You agree to pay all Fees specified in your Order Form or subscription. Unless otherwise specified: (a) all Fees are quoted and payable in Philippine Pesos (PHP); (b) Fees are exclusive of all applicable taxes, which you are responsible for paying; (c) Fees are non-refundable except as expressly set forth in these Terms; (d) Fees are payable in advance for each subscription period; and (e) LionBox may adjust Fees upon renewal of your subscription with at least thirty (30) days' prior notice. Payment must be made by the method specified in your Order Form, which may include credit card, bank transfer, or other payment methods accepted by LionBox.

5.3 Taxes

You are responsible for all applicable taxes, including value-added tax (VAT), withholding tax, and any other taxes imposed by any government authority in connection with your use of the Services, excluding taxes based on LionBox's net income. If LionBox is required to collect or remit any such taxes, LionBox will invoice you for such taxes and you agree to pay them. If you are required to withhold any taxes from payments to LionBox, you agree to provide LionBox with official tax receipts or other documentation as required by applicable law.

5.4 Late Payment

If you fail to make any payment when due, LionBox may: (a) charge interest on the overdue amount at the rate of two percent (2%) per month or the maximum rate permitted by law, whichever is lower; (b) suspend your access to the Services until payment is received; (c) engage collection agencies or take legal action to recover the amounts owed; and (d) terminate your subscription. You agree to pay all reasonable costs and expenses incurred by LionBox in collecting any overdue amounts, including attorneys' fees and court costs.

5.5 Subscription Renewal

Unless otherwise specified in your Order Form, your subscription will automatically renew for successive periods equal to the initial subscription term, unless either party provides written notice of non-renewal at least thirty (30) days before the end of the current term. Upon renewal, the Fees may be adjusted in accordance with LionBox's then-current pricing, provided that LionBox has given you at least thirty (30) days' prior notice of any fee increase.

5.6 Free Trials and Promotional Offers

LionBox may offer free trials, promotional pricing, or other special offers from time to time. Such offers are subject to additional terms and conditions specified at the time of the offer. Free trials are limited to new users and are subject to verification. LionBox reserves the right to terminate or modify any free trial or promotional offer at any time. At the end of a free trial, your account may be converted to a paid subscription unless you cancel before the trial expires.

6. User Obligations and Responsibilities

6.1 General Obligations

As a user of the Services, you agree to: (a) comply with all applicable laws, regulations, and government requirements in connection with your use of the Services; (b) use the Services only for lawful purposes and in accordance with these Terms; (c) ensure that all information you provide to LionBox is accurate, complete, and current; (d) cooperate with LionBox in any investigation of suspected violations of these Terms; (e) maintain adequate backups of your data; and (f) implement appropriate security measures to protect your Account and data.

6.2 Subscriber Obligations

If you are a Subscriber, you have additional obligations, including but not limited to: (a) ensuring that all Authorized Users are aware of and comply with these Terms; (b) obtaining all necessary consents from employees and other individuals whose data will be processed through the Services; (c) ensuring that your use of the Services complies with all applicable employment, labor, tax, and data privacy laws; (d) maintaining accurate employee records and ensuring timely updates to the Services; (e) verifying the accuracy of payroll computations and statutory contributions before processing; and (f) retaining appropriate records as required by applicable laws.

6.3 Compliance with Laws

You are solely responsible for ensuring that your use of the Services complies with all applicable laws and regulations, including but not limited to: (a) the Labor Code of the Philippines and its implementing rules and regulations; (b) the Data Privacy Act of 2012 (RA 10173) and its implementing rules and regulations; (c) the Social Security Act of 2018 (RA 11199); (d) the National Health Insurance Act (RA 7875, as amended); (e) the Home Development Mutual Fund Law (RA 9679); (f) the National Internal Revenue Code, as amended; (g) the Anti-Money Laundering Act (RA 9160, as amended); and (h) any other applicable national, local, or industry-specific laws and regulations.

6.4 Data Accuracy

You acknowledge and agree that the accuracy of the outputs generated by the Services, including payroll computations, statutory contributions, tax computations, and reports, depends on the accuracy and completeness of the data you input into the Services. You are solely responsible for: (a) verifying the accuracy of all data entered into the Services; (b) reviewing and validating all computations and outputs before processing or submission; (c) correcting any errors in a timely manner; and (d) maintaining appropriate audit trails and documentation. LionBox shall not be liable for any errors, penalties, or damages arising from inaccurate or incomplete data provided by you.

7. Acceptable Use Policy

7.1 Prohibited Conduct

You agree not to engage in any of the following prohibited activities in connection with your use of the Services:

(a) Illegal Activities: Using the Services for any purpose that is illegal, fraudulent, or harmful, or in connection with any illegal, fraudulent, or harmful activities, including but not limited to money laundering, tax evasion, identity theft, or any violation of applicable employment or labor laws.

(b) Unauthorized Access: Attempting to gain unauthorized access to the Services, other user accounts, computer systems, or networks connected to the Services, through hacking, password mining, or any other means.

(c) Security Interference: Interfering with or circumventing the security features of the Services, including any features that prevent or restrict use or copying of content, or that enforce limitations on use of the Services.

(d) Service Disruption: Taking any action that imposes or may impose an unreasonable or disproportionately large load on the Services infrastructure, or that could damage, disable, overburden, or impair the Services.

(e) Malicious Code: Uploading, transmitting, or distributing any viruses, malware, worms, Trojan horses, or other malicious code or content that could harm the Services, LionBox, or other users.

(f) Data Mining: Using any automated means, including robots, spiders, scrapers, or similar technologies, to access, collect, or harvest data from the Services without LionBox's express written consent.

(g) Reverse Engineering: Reverse engineering, decompiling, disassembling, or otherwise attempting to derive the source code, algorithms, or underlying structure of the Services.

(h) Unauthorized Reproduction: Copying, modifying, creating derivative works of, distributing, selling, reselling, or exploiting any portion of the Services without LionBox's express written consent.

(i) Impersonation: Impersonating any person or entity, or falsely stating or misrepresenting your affiliation with any person or entity.

(j) Harassment: Engaging in any harassing, threatening, intimidating, or stalking behavior toward LionBox employees, other users, or third parties.

(k) Competitive Use: Using the Services to develop or operate a competing product or service, or to benchmark the Services against a competing product or service.

(l) Resale: Reselling, sublicensing, or otherwise providing access to the Services to third parties for commercial purposes without LionBox's express written consent.

7.2 Enforcement

LionBox reserves the right to investigate any suspected violation of these Terms and to take appropriate action, which may include: (a) warning you about the violation; (b) suspending or terminating your access to the Services; (c) removing any content that violates these Terms; (d) reporting illegal activities to appropriate law enforcement authorities; and (e) pursuing any legal remedies available to LionBox. LionBox's failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

8. Data and Privacy

8.1 Data Privacy

LionBox is committed to protecting the privacy and security of Personal Data processed through the Services. Our collection, use, storage, and protection of Personal Data is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you acknowledge that you have read and understood our Privacy Policy and consent to the data practices described therein.

8.2 Data Processing Agreement

To the extent that LionBox processes Personal Data on behalf of the Subscriber in connection with the Services, the parties agree to be bound by the terms of LionBox's Data Processing Agreement, which sets forth the parties' obligations with respect to such processing. The Data Processing Agreement is available upon request and is incorporated into these Terms by reference.

8.3 Customer Data Ownership

As between the parties, you retain all right, title, and interest in and to the Customer Data. You grant LionBox a non-exclusive, worldwide, royalty-free license to use, copy, store, transmit, modify, and display the Customer Data solely to the extent necessary to provide the Services and as otherwise permitted by these Terms or the applicable Data Processing Agreement.

8.4 Data Security

LionBox implements and maintains appropriate technical and organizational measures designed to protect Customer Data against unauthorized access, loss, destruction, or alteration. These measures include, but are not limited to: (a) encryption of data in transit and at rest; (b) access controls and authentication mechanisms; (c) regular security assessments and penetration testing; (d) employee security training and awareness programs; (e) incident response and data breach notification procedures; and (f) physical security controls at data center facilities.

8.5 Data Retention and Deletion

Customer Data will be retained for the duration of your subscription and for a reasonable period thereafter to allow you to export your data. Upon termination or expiration of your subscription, you may request the return or deletion of your Customer Data, subject to any legal retention requirements. LionBox will delete or anonymize Customer Data within ninety (90) days of such request, except as required by applicable law or regulation. Backup copies of Customer Data may be retained for a longer period as part of LionBox's standard backup and disaster recovery procedures.

8.6 Data Export

During your subscription and for a period of thirty (30) days after termination or expiration, you may export your Customer Data using the export features provided in the Services. LionBox will provide reasonable assistance, at your expense, if additional data export assistance is required.

9. Intellectual Property Rights

9.1 LionBox's Intellectual Property

The Services, including all content, features, functionality, software, technology, data, text, graphics, logos, icons, images, audio, video, and other materials (collectively, "LionBox Content"), are owned by LionBox or its licensors and are protected by copyright, trademark, patent, trade secret, and other intellectual property laws. Except as expressly authorized by these Terms, you may not copy, modify, distribute, sell, lease, loan, or create derivative works based on the Services or any LionBox Content, in whole or in part.

9.2 Trademarks

"LionBox," the LionBox logo, and all other trademarks, service marks, trade names, and logos displayed on or in connection with the Services are registered or unregistered trademarks of LionBox or its licensors. You may not use any of these trademarks without LionBox's prior written consent, except as necessary to refer to LionBox or its products in a manner that does not imply endorsement or affiliation.

9.3 License Grant

Subject to your compliance with these Terms and payment of applicable Fees, LionBox grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your internal business purposes during the Subscription Term. This license does not include the right to: (a) sublicense, resell, or distribute the Services; (b) modify, adapt, or create derivative works of the Services; (c) reverse engineer, decompile, or disassemble the Services; or (d) remove any proprietary notices or labels from the Services.

9.4 Feedback

If you provide LionBox with any feedback, suggestions, ideas, or recommendations regarding the Services ("Feedback"), you hereby grant LionBox a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform, and publicly display such Feedback for any purpose, without any obligation to compensate you or to maintain the confidentiality of such Feedback.

9.5 Reservation of Rights

Except for the limited license granted to you under these Terms, LionBox reserves all right, title, and interest in and to the Services, including all Intellectual Property Rights therein. No rights are granted to you other than as expressly set forth in these Terms.

10. Third-Party Services and Integrations

10.1 Third-Party Services

The Services may integrate with or provide access to third-party products, services, applications, or websites ("Third-Party Services"). Such Third-Party Services are not under LionBox's control, and LionBox is not responsible for the content, functionality, accuracy, legality, or any other aspect of such Third-Party Services. Your use of Third-Party Services is at your own risk and is subject to the terms and conditions and privacy policies of those third parties.

10.2 Integration Partners

LionBox may partner with third-party service providers to offer integrations with biometric devices, banking systems, government portals, and other business applications. While LionBox endeavors to ensure the quality and reliability of such integrations, LionBox does not warrant or guarantee the availability, performance, or compatibility of any Third-Party Services. Any issues arising from Third-Party Services should be directed to the respective third-party providers.

10.3 Government Portals

The Services may facilitate the submission of reports and contributions to government agencies such as SSS, PhilHealth, Pag-IBIG, and BIR. However, LionBox is not affiliated with or endorsed by any government agency. You are solely responsible for ensuring the accuracy and timeliness of all submissions to government agencies, regardless of whether such submissions are made through the Services or through government portals directly. LionBox shall not be liable for any penalties, fines, or other consequences arising from late, incomplete, or inaccurate submissions.

11. Service Level Agreement

11.1 Availability

LionBox will use commercially reasonable efforts to make the Services available 99.5% of the time during each calendar month, excluding scheduled maintenance windows and force majeure events ("Availability Commitment"). Scheduled maintenance will be performed during off-peak hours when possible, and LionBox will provide at least 24 hours' advance notice of scheduled maintenance that may affect service availability.

11.2 Service Credits

If LionBox fails to meet the Availability Commitment in any given month, you may be eligible for service credits in accordance with LionBox's Service Level Agreement. Service credits are calculated as a percentage of the monthly Fees and are your sole and exclusive remedy for any failure to meet the Availability Commitment. Service credits must be requested within thirty (30) days of the end of the affected month and are subject to verification by LionBox.

11.3 Support

LionBox provides technical support for the Services in accordance with the support plan included in your subscription or as set forth in your Order Form. Support is available during business hours (9:00 AM to 6:00 PM Philippine Standard Time, Monday through Friday, excluding Philippine national holidays) through email and the support portal. Premium support plans with extended hours and faster response times may be available for an additional fee.

12. Warranties and Disclaimers

12.1 Limited Warranty

LionBox warrants that: (a) the Services will perform materially in accordance with the Documentation during your subscription term; (b) LionBox will not materially decrease the functionality of the Services during your subscription term; and (c) LionBox has implemented commercially reasonable security measures designed to protect Customer Data. Your exclusive remedy and LionBox's entire liability for any breach of this warranty shall be, at LionBox's option, to either: (i) correct the non-conforming Services at no additional charge; or (ii) refund to you the Fees paid for the non-conforming Services for the affected period.

12.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 12.1, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LIONBOX DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. LIONBOX DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ALL ERRORS WILL BE CORRECTED.

12.3 No Professional Advice

THE SERVICES ARE NOT INTENDED TO PROVIDE LEGAL, ACCOUNTING, TAX, OR OTHER PROFESSIONAL ADVICE. THE COMPUTATIONS, REPORTS, AND OTHER OUTPUTS GENERATED BY THE SERVICES ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE RELIED UPON AS A SUBSTITUTE FOR PROFESSIONAL ADVICE. YOU ARE SOLELY RESPONSIBLE FOR ENSURING COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS AND SHOULD CONSULT WITH QUALIFIED PROFESSIONALS AS NEEDED.

13. Limitation of Liability

13.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LIONBOX, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT LIONBOX WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Limitation on Total Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF LIONBOX AND ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, AND SERVICE PROVIDERS FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO LIONBOX DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED THOUSAND PHILIPPINE PESOS (PHP 100,000.00).

13.3 Exceptions

The limitations of liability set forth in this Section 13 shall not apply to: (a) either party's breach of its confidentiality obligations; (b) either party's indemnification obligations under these Terms; (c) your payment obligations; (d) claims arising from your violation of LionBox's Intellectual Property Rights; or (e) any liability that cannot be excluded or limited by applicable law.

13.4 Basis of the Bargain

You acknowledge and agree that the limitations of liability set forth in this Section 13 are an essential element of the bargain between you and LionBox and that the Fees charged by LionBox reflect the allocation of risk and limitations of liability set forth herein. The limitations of liability shall apply even if any limited remedy fails of its essential purpose.

14. Indemnification

14.1 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless LionBox and its Affiliates, directors, officers, employees, agents, licensors, and service providers from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and costs) arising out of or related to: (a) your use of the Services in violation of these Terms; (b) your violation of any applicable law, regulation, or third-party right; (c) any Customer Data or other content you submit to or through the Services; (d) any dispute between you and any of your employees, contractors, or other third parties; (e) your failure to obtain necessary consents for the processing of Personal Data; and (f) any claim by a government agency for unpaid taxes, contributions, or penalties related to your use of the Services.

14.2 LionBox's Indemnification Obligations

LionBox will indemnify, defend, and hold harmless you and your directors, officers, and employees from and against any third-party claim alleging that the Services, as provided by LionBox and used in accordance with these Terms, infringe any valid copyright, trademark, or trade secret of a third party. This indemnification obligation is subject to: (a) you providing LionBox with prompt written notice of the claim; (b) you allowing LionBox to control the defense and settlement of the claim; and (c) you providing LionBox with reasonable assistance in the defense of the claim at LionBox's expense.

14.3 Infringement Remedies

If the Services become, or in LionBox's reasonable judgment are likely to become, the subject of an infringement claim, LionBox may, at its option and expense: (a) procure the right for you to continue using the Services; (b) modify or replace the Services to make them non-infringing without materially reducing functionality; or (c) if neither of the foregoing options is commercially reasonable, terminate your subscription and refund any prepaid Fees for the unused portion of the subscription term.

15. Termination

15.1 Termination for Convenience

Either party may terminate these Terms by providing written notice to the other party at least thirty (30) days before the end of the current subscription term. Unless terminated, your subscription will automatically renew as described in Section 5.5.

15.2 Termination for Cause

Either party may terminate these Terms immediately upon written notice to the other party if: (a) the other party materially breaches these Terms and fails to cure such breach within thirty (30) days after receiving written notice thereof (or immediately if the breach is incapable of cure); (b) the other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings; or (c) required by law, regulation, or legal process.

15.3 Effects of Termination

Upon termination or expiration of these Terms: (a) your right to access and use the Services will immediately cease; (b) you must immediately cease all use of the Services and any LionBox Content; (c) you must pay any outstanding Fees for the period up to and including the date of termination; (d) LionBox will make your Customer Data available for export for a period of thirty (30) days; and (e) after the export period, LionBox may delete your Customer Data in accordance with its standard data retention policies.

15.4 Survival

The following provisions shall survive termination or expiration of these Terms: Sections 1 (Definitions), 8 (Data and Privacy), 9 (Intellectual Property), 12 (Warranties and Disclaimers), 13 (Limitation of Liability), 14 (Indemnification), 15.3 (Effects of Termination), 15.4 (Survival), 16 (Dispute Resolution), 17 (Governing Law), and 20 (General Provisions).

16. Dispute Resolution

16.1 Informal Resolution

Before initiating any formal dispute resolution procedure, the parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Services ("Dispute") through informal negotiation. The party raising the Dispute shall provide written notice to the other party describing the nature of the Dispute and the relief sought. The parties shall attempt in good faith to resolve the Dispute through negotiation within thirty (30) days after receipt of such notice.

16.2 Arbitration

If the parties are unable to resolve a Dispute through informal negotiation, either party may submit the Dispute to binding arbitration administered by the Philippine Dispute Resolution Center, Inc. (PDRCI) in accordance with its Arbitration Rules. The arbitration shall be conducted in Metro Manila, Philippines, in the English language, before a single arbitrator mutually agreed upon by the parties. The arbitrator's decision shall be final and binding on both parties and may be enforced in any court of competent jurisdiction.

16.3 Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND LIONBOX AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Unless both parties agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a class or representative proceeding.

16.4 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its Intellectual Property Rights or Confidential Information. Additionally, claims for unpaid Fees may be brought in any court of competent jurisdiction.

17. Governing Law and Jurisdiction

17.1 Governing Law

These Terms and any Dispute arising out of or related to these Terms or the Services shall be governed by and construed in accordance with the laws of the Republic of the Philippines, without regard to its conflict of laws principles.

17.2 Jurisdiction

Subject to the arbitration provisions in Section 16, the parties consent to the exclusive jurisdiction of the courts located in Metro Manila, Philippines, for any legal proceedings arising out of or relating to these Terms or the Services.

18. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms (except for payment obligations) if such failure or delay results from a Force Majeure Event. The affected party shall promptly notify the other party of the Force Majeure Event and shall use commercially reasonable efforts to mitigate its effects and resume performance as soon as reasonably practicable. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate these Terms upon written notice to the other party.

19. Modifications to Terms

19.1 Right to Modify

LionBox reserves the right to modify these Terms at any time. If LionBox makes material changes to these Terms, LionBox will notify you by email to the address associated with your Account and/or by posting a notice within the Services at least thirty (30) days before the changes take effect. Non-material changes may be made without advance notice.

19.2 Acceptance of Changes

Your continued use of the Services after any changes to these Terms take effect constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Services before the changes take effect. You may terminate your subscription as provided in Section 15 if you do not agree to the modified Terms.

20. General Provisions

20.1 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder, whether by operation of law or otherwise, without LionBox's prior written consent. LionBox may assign or transfer these Terms without restriction. Any attempted assignment in violation of this provision shall be null and void. Subject to the foregoing, these Terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

20.2 Notices

All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand; (b) when received by the addressee if sent by a nationally recognized overnight courier; (c) on the date sent by email if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours; or (d) on the third day after the date mailed, if sent by certified or registered mail, return receipt requested. Notices to LionBox shall be sent to the address specified in Section 21.

20.3 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its original intent. If such modification is not possible, the provision shall be severed from these Terms, and the remaining provisions shall continue in full force and effect.

20.4 Waiver

No failure or delay by either party in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. Any waiver must be in writing and signed by the waiving party to be effective.

20.5 No Third-Party Beneficiaries

These Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns and do not confer any rights on any third party.

20.6 Independent Contractors

The relationship between you and LionBox is that of independent contractors. Nothing in these Terms shall be construed as creating a partnership, joint venture, employment, agency, or fiduciary relationship between the parties.

20.7 Export Compliance

You agree to comply with all applicable export and import control laws and regulations in connection with your use of the Services. You represent and warrant that you are not located in, under the control of, or a national or resident of any country to which the export of the Services would be prohibited by applicable law.

20.8 Language

These Terms are written in the English language. Any translation of these Terms into another language is provided for convenience only, and in the event of any conflict between the English version and a translated version, the English version shall prevail.

21. Contact Information

If you have any questions about these Terms of Service, please contact us at: