Tala Account Terms of Use

Effective Date: July 12, 2021

Summary

These Terms and Conditions, together with the Privacy Policy, govern your use of the Tala Account and is entered into by and between you (“user”, “you” or “your”), Tala Financing Philippines Inc., a corporation organized and registered under the laws of the Republic of the Philippines, SEC Registration No.: CS201710582, TIN 009-614-758, Certificate of Authority (to operate as a financing company) No.: 1132 (“Tala”, “we”, “our”) which provides the Tala App and your Tala App Account, and Union Bank of the Philippines (the “Bank” or “EON”), which provides you with the Mobile Money Account / EON Account linked to your Tala App Account.

Your EON Account is an electronic money product regulated by the BSP and covered by the Anti-Money Laundering Act. It is not a deposit account and is not insured with the PDIC. It may only be redeemed at face value, and it does not earn interest, rewards, or similar incentives convertible to cash. You agree to comply with this Agreement when you use your EON Account. If you misuse your EON Account and violate the rules applicable to it, you agree that the Bank shall have the right to suspend or terminate your EON Account.

Section 1. DEFINITIONS AND INTERPRETATION

Terms used in this agreement shall have the following meanings:

“Account Card” means the virtual cobranded card linked to your EON Account and bearing the names and marks of the Bank and Tala;

“Agreement” means these Terms and Conditions;

“Bank” or “EON” means Union Bank of the Philippines, with principal office at UnionBank Plaza, Meralco Ave. cor. Onyx and Sapphire Roads, Ortigas Center, Pasig City, Philippines;

“BSP” means the Bangko Sentral ng Pilipinas;

“Business Day” means a day other than a Saturday, Sunday or national or public holiday in the Philippines;

“Credentials” means your personal credentials used to access the Tala App and operate your Account, such as but not limited to your ID, password, or your mobile PIN;

“Equipment” includes your mobile phone handset, SIM Card and/or other equipment which when used together enables you to access the Network;

“Force Majeure” means events, circumstances or causes beyond a party’s reasonable control and which make performance of the obligations inadvisable, commercially impracticable, illegal, or impossible, including but not limited to acts of God, war, strikes or labor disputes, embargoes or governmental orders;

“License Restrictions” means actions listed in Section 3 which constitute a breach of this Agreement;

“Mobile Money Account” / “EON Account” means a prepaid account with EON linked to your Tala App Account where the Mobile Money value equivalent of your funds will be stored;

“Mobile Money” means the money or monetary value of fiat currency stored in your Mobile Money Account / EON Account;

“Mobile Network Operator” means a mobile network operator duly registered in the Philippines;

“Multifactor Authentication” means the use of at least two (2) methods to validate and verify the identity and authorization of users through requiring information within the user’s knowledge or possession, such as but not limited to a mobile PIN or a one-time password;

“Network” means a mobile cellular network operated by a Mobile Network Operator;

“Personal Information” means your phone number, name, date of birth, identification number or passport number and/or such other information deemed to be personal data and/or personal information pursuant to the Data Privacy Act of 2012 and its Implementing Rules and Regulations;

“Privacy Policy” means the Tala privacy policy that sets out the basis on which Tala collects and processes your Personal Information;

“Relevant Information” means information including, but not limited to, data relating to your phone (including, without limitation, your phone’s history) from your Equipment, from any SMS sent to you by the Mobile Money Providers and any financial services providers relating to your use of the Mobile Money Service and such other information as Tala shall require for purposes of providing the Services;

“Request” means a request or instruction received by Tala or the Bank from you or purportedly from you through the Network and the System and upon which Tala or the Bank is authorized to act;

“SEC” means the Securities and Exchange Commission;

“Services” shall include the services or products described in Section 5 of Agreement as may be amended from time to time, and “Service” shall be construed accordingly;

“SIM Card” means the subscriber identity module which when used with the appropriate mobile phone handset enables you to access the Network and to use the Mobile Money Account;

“SMS” means a short message service consisting of a text message transmitted from your mobile phone to another;

“System” means electronic communications software enabling you to communicate with Tala for purposes of the Services. The System and the Services will for the purpose of this Agreement be accessed through a Mobile Network Operator’s system;

“Tala App” or “App” means the Tala Android application;

“Tala App Account” means your account created in the Tala App and used for you to access the Tala App.

In addition to the above definitions, unless the context requires otherwise, the singular shall include the plural and vice versa; a reference to any one gender, whether masculine, feminine or neuter, includes the other two; all the headings, subheadings and bullet points in this Agreement are for convenience only and are not to be taken into account for the purposes of interpreting it; the recitals and schedules shall be deemed to form part of this Agreement.

Section 2. ACCEPTANCE OF TERMS

You will be deemed to agree to these Terms and Conditions by clicking the “Accept” option on the Tala App asking you to confirm that you have read, understood and agreed to abide by the Agreement. If you do not agree, please do not click the “Accept” option. Please note that you will not be able to access the EON Account if you do not click “Accept”.

The Terms and Conditions may be amended or varied from time to time and it is your responsibility to track any amendments or variations. By your continued use of the Tala App, you acknowledge that you have read, agreed with and accepted the Terms and Conditions. Amendments or variations thereto take effect on their date of publication. Tala will take all reasonable measures to notify you of any such changes.

By using the Tala App or any of the Services, you consent to our collecting and using technical information about the Equipment and related software, hardware and peripherals for Services that are internet-based or wireless to improve Tala’s products and to provide any Services to you. If you use these Services, you consent to Tala’s and Tala’s affiliates’ and licensees’ transmission, collection, retention, maintenance, processing and use of your Personal Information and/or Relevant Data in connection with Tala’s credit scoring services and/or to improve Tala’s Services and/or your experience while using the Tala App. You also consent to Tala sharing your Personal Information and/or Relevant Data with the Bank for purposes of opening your EON Account.

Section 3. ACCESS TO ACCOUNT

You may submit an application to open an EON Account through the Tala App. The Mobile Money Account can only be utilized by persons over the age of 18. Tala and the Bank reserve the right to decline your application for a Mobile Money Account, or to revoke access previously granted, provided that Tala gives reasonable notice of such denial or revocation.
You shall ensure and certify that the information you provide the Bank through the Tala App are valid, true, correct, and complete. You fully understand and agree that any and all information provided to the Bank may be used by the Bank to provide the service or product you applied for or agreed to obtain from UnionBank. You fully understand that the contact information you have provided shall be used for all correspondences between you and the Bank, unless the Bank receives written notification of any change on said contact and/or other personal information directly from you or through Tala so please inform us immediately of any contact detail changes.
Acceptance of your application for an EON Account is at the sole discretion of the Bank as dictated by and subject to the Bank’s policies, processes, laws, or regulations. The Bank shall not be responsible for any failure in the registration / application process, and the Bank reserves the right to decline any applicant who fails to comply with Bank requirements if, in the Bank’s sole determination, your availment of an EON Account would expose the Bank to any risks. You agree to hold the Bank free and harmless from any and all costs, liabilities or damages which you may suffer resulting from the Bank’s exercise of this discretion.
Your EON Account comes with a virtual Account Card.

Section 4. PERSONAL INFORMATION AND DATA SHARING

You hereby agree and authorize both Tala and the Bank to use and verify your Personal Information and the Relevant Information (i) for the purposes set forth in the Privacy Policy and (ii) to the extent that either Tala or the Bank otherwise determine is necessary and/or advisable, in its sole discretion, to comply with applicable law.

To access the Services, you must provide the required account information. By submitting your information, you warrant that all the information you provide are true, complete and up to date. You acknowledge that your nominated e-mail address and/or mobile phone number maintained in Tala’s records are active and valid and shall be where all EON Account-related / Tala App Account-related information and other online correspondences will be sent by the Bank and/or Tala.

Tala reserves the right to require Multifactor Authentication and/or to request further information from you. Failure to provide such information within the time required by Tala may result in our declining to accept your application or Request. Failure to provide the evidence of your identity may be deemed by Tala as a possible fraudulent attempt to access the Tala App and/or the Services.

You hereby agree and authorize Tala to share your Personal Information to the Bank for purposes of your application for an EON Account, EON Account servicing, know-your-customer, and anti-money laundering compliance requirements. When you apply for an EON Account you agree to abide by the Bank’s EON Account Terms of Use which can be found at https://www.eonbankph.com/terms_of_use, and the Bank’s Privacy Policy found at https://www.eonbankph.com/privacy_policy. In case of conflict between these Terms and Conditions and the EON Account Terms of Use, the latter shall prevail with respect to the EON Account. For more information on your rights as a data subject, you may review both the Tala App Privacy Policy and the Bank’s Privacy Policy.

By opening an EON Account and availing of the Services, you agree that all Requests to the Bank are made through the Tala App. This Agreement serves as your written consent for the Bank to disclose EON account-related information to Tala so that you may use the Bank’s Services set forth in Section 5 through the Tala App.

Section 5. SERVICES

You may avail the following Services, provided by the Bank, through your Tala App:

● Balance inquiry. You may view the account balances of your EON Account in the Tala App.

● Add funds/ Cash in. You may add money to your EON Account by transferring funds from your other bank account(s) with other local banks or other partner institutions of the Bank and over-the-counter services.

● Send money/ Fund transfer. You may send money from your EON Account to another EON Account or to third-party accounts with other local banks and other remittance partners provided that: (1) there are sufficient funds available in your EON Account; (2), the information provided are complete, correct and valid; and (3) the total amount of the transaction(s) do not exceed the allowable limits set by the Bank. You hereby agree that all fund transfers initiated through the Tala App shall be subject to such transaction limits, cut-off periods, service fees, and other policies that may be imposed and by the relevant electronic funds transfer service provider or network such as, but not limited to, InstaPay and PESONet. The Bank shall not be liable for any omission to make all or any of the transfers or for late transfers due to circumstances beyond the Bank’s reasonable control. Likewise, the Bank shall not be liable for losses, costs or damages for failed or incorrect fund transfers resulting from an error or omission in the information you provided, or received by the Bank from Tala. You guarantee and warrant the validity and legality of the underlying transactions and payments every time you use this Service.

Managing your Account. You may manage your EON Account and place a Request for Account servicing through the Tala App or send email to accountsupport@tala.ph.

The Bank, in collaboration with Tala, may, from time to time, introduce new Services which will be available to you through the Tala App. Tala will inform you of these new features and services. The terms in this Agreement automatically apply to your use of these new Services in addition to the specific terms and conditions that will be made available to you concerning these Services.

Neither the Bank nor Tala guarantee the continuous availability of all Services mentioned in this Agreement. The Bank and/or Tala reserve the right to terminate or suspend, in its sole discretion, any of the Services and features in the Tala App.

Section 6. REQUESTS MADE BY THE USER

You hereby irrevocably authorize Tala and the Bank to act on all Requests received from you (or purportedly from you) through the System and to hold you liable in respect thereof. Tala and the Bank shall have no obligation to verify the authenticity of any transaction received from you or purporting to have been made by you through the Tala App other than by means of your Credentials and/or Multifactor Authentication. Tala or the Bank may nevertheless in their sole and absolute discretion refuse to carry out a Request in whole or in part.

Since some of the Services available on the Tala App are provided by the Bank, when you make a Request for these Services, you are irrevocably authorizing Tala to communicate this Request to the Bank for the Bank to act on. You agree to abide by the Bank’s requirements / instructions before your Request may be processed, and the Bank has the right to rely on your Requests sent through the Tala App. You confirm that Requests for Services are conclusive and binding on you insofar as the Bank is concerned.

You agree to keep track of transactions made in your EON Account through the Tala App. All transactions recorded on your EON Account shall be considered correct and authorized by you. If you find any discrepancies, please report it immediately to Tala by sending an email to accountsupport@tala.ph. The Bank will consider your transactions valid if we do not hear from you within thirty (30) calendar days from transaction date.

Tala and the Bank shall be deemed to have acted properly and to have fully performed all the obligations owed to you notwithstanding that the Request you initiated, sent or otherwise communicated to the Bank through Tala was erroneous or fraudulent, and you shall be bound by any Requests on which Tala or the Bank may act, believing in good faith that such instructions have been sent by you.

You agree to indemnify, and shall release, the Bank, Tala, and their respective directors, officers, employees, agents and representatives and affiliates (collectively, the “Indemnified Parties”), from and against all claims, losses, damages, costs and expenses howsoever arising in consequence of, or in any way related to Tala having acted (or failed to act) in accordance with the whole or any part of any of your Requests.

You acknowledge that, to the full extent permitted by law, Tala and the Bank shall not be liable for any unauthorized drawing, transfer, remittance, disclosure, any activity or any incident on your EON Account by the fact of the knowledge and/or use or manipulation of your Credentials, ID, Multifactor Authentication information, or any means whether or not occasioned by your negligence.

In the event of any conflict between any terms of any Request received by Tala or the Bank from you and this Agreement, this Agreement shall prevail.

Section 7. TRANSACTION FEES AND LIMITS

Tala and/or the Bank shall be entitled to set and charge Service Fees in connection with your use of the Services as indicated below, and from time to time amend or vary the Service Fees. If Tala decides to vary or amend the Service Fees, these will be displayed on the Tala App. Tala will use reasonable endeavors to try to notify you of any changes in relation to Service Fees within a reasonable period before such changes are implemented including displaying notices of the changes on the Tala App, via SMS, or Tala’s websites.

All payments to be made by you under this Agreement shall be made in full, free and clear of and without any deduction or withholding whatsoever. If you are at any time required to make any deduction or withholding from any payment to Tala, you shall immediately pay to Tala such additional amounts as will result in Tala receiving the full amount it would have received had no such deduction or withholding been required.

You agree to pay the charges that may be imposed by Tala and/or the Bank when availing of the Services. Neither Tala nor the Bank will be liable for dishonor of other debits to your EON Account resulting from our deduction of any charges as authorized by your acceptance of this Agreement. When availing of the Services through your Equipment, the standard SMS and call rates may apply. Charges will be deducted from your telco account balance as these are incurred. It is your responsibility to monitor these charges and to ensure that you have enough mobile credits to transact through the Tala App.

You may choose to decline fees by discontinuing the use of the Services to which these fees relate, but charges already incurred shall remain due from and payable by you. Tala reserves the option, in our business judgment, to waive, reduce or reverse charges or fees for individual situations. Tala also reserves the right to charge you an annual EON Account maintenance fee in case of inactivity, as further described in Section 10 below.

If there is any extraordinary increase or decrease in the effective purchasing power of the Philippine currency, Tala shall have the right to make corresponding adjustments in the Service Fees. A change of at least 15% in the Consumer Price Index for Manila from the date of this Agreement as set forth in the figures released by the BSP, or other agencies of the Philippine Government should the figures of the BSP be unavailable, shall be regarded as an extraordinary increase or decrease in the effective purchasing power of the Philippine currency.

Transaction Fees
Cash in via Online Banking Platform	Varies per E-wallet (Please confirm with your online banking provider.)
Cash in via E-wallet	Varies per E-wallet (Please confirm with your e-wallet provider.)
Cash in via Partner Outlet (e.g., 7-Eleven)	PHP 10.00
Cash in via UnionBank Branch	PHP 10.00
Send Money/ Fund Transfer via InstaPay	PHP 0.00
Transaction Limits
Monthly Cash in and Fund Transfer Limit	PHP 100,000.00
Daily InstaPay Fund Transfer Limit	PHP 50,000.00

Section 8. TAXES

All payments to be made by you in connection with this Agreement are calculated without regard to any taxes payable by you. If any taxes are payable in connection with your payment, you must pay Tala an additional amount equal to the payment multiplied by the appropriate rate of tax. You must do so at the same time as making the payment.

You hereby consent and agree that Tala may withhold amounts in your Account if any tax authority requires Tala to do so, or Tala is otherwise required by law or pursuant to agreements with any tax authority to do so, or if Tala needs to comply with internal policies or with any applicable order or sanction of a tax authority.

You hereby consent and agree to pay other charges as authorized by law which are enumerated in detail on the offer pages within the App, including but not limited to the documentary stamp tax, gross receipts tax, and other expenses necessary for the due execution, delivery, enforcement of this Agreement.

Section 9. USER’S RESPONSIBILITIES

You shall at your own expense provide and maintain in safe and efficient operating order your Equipment necessary for the purpose of accessing the System and the Services.

You shall be responsible for ensuring the proper performance of your Equipment. Neither Tala nor the Bank shall be responsible for any errors or failures caused by any malfunction of your Equipment. In the same manner, neither Tala nor the Bank shall be responsible for any computer virus or related problems that may be associated with the use of the System, the Services, and the Equipment. You shall be responsible for charges due to any service provider providing you access to the System, the Services and/or the Equipment and neither Tala nor the Bank shall be responsible for losses or delays caused by any such service provider.

You shall follow all instructions, procedures, and terms contained in this Agreement and any document provided by Tala or the Bank concerning your use of the System and the Services.

You hereby agree and acknowledge that you shall be solely responsible for the safekeeping and proper use of your Equipment and for keeping your Credentials and Multifactor Authentication information secret and secure. You shall ensure that your Credentials and Multifactor Authentication information do not become known or come into possession of any unauthorized person. Neither Tala nor the Bank shall be liable for any disclosure of your Credentials to any third party and you hereby agree to indemnify and hold the Indemnified Parties harmless from any losses resulting from any disclosure of your Credentials or Multifactor Authentication information.

You shall take all reasonable precautions to detect any unauthorized use of the System and the Services. To that end, you shall ensure that all communications from Tala are examined and checked by you or on your behalf as soon as practicable after receipt by you in such a way that any unauthorized use of and access to the System will be detected. You shall immediately inform Tala in the event that:

● You have reason to believe that your Credentials or Multifactor authentication information are or may be known to any person not authorized to know the same and/or have been compromised; and/or

● You have reason to believe that unauthorized use of the Services has or may have occurred or could occur and a transaction may have been fraudulent, or that your Tala App Account / EON Account has been compromised.

You shall at all times follow the security procedures recommended by Tala. You acknowledge that any failure on your part to follow the recommended security procedures may result in a breach of both your Tala App Account’s and EON Account’s confidentiality. In particular, you shall ensure that the Services are not used, Requests are not issued and/or relevant functions are not performed by anyone other than by you. If you believe that your Equipment or Credentials may have been lost/stolen or that someone has used your Tala App Account or EON Account without your permission, you shall notify Tala immediately and shall give the latter a reasonable period to deactivate your compromised Tala App Account. Any Requests made prior to letting Tala know that your Equipment, Tala Account, EON Account or Credentials may have been compromised, shall be conclusively presumed to have been made by you and are binding on you.

You shall not at any time operate or use the Services in any manner that may be prejudicial to Tala or the Bank.

Section 10. SUSPENSION AND TERMINATION

The Bank may at any time, with or without notice to you, terminate your EON Account. The Bank reserves the right at its sole discretion to suspend or close your EON Account for any reason, if:
you use your EON Account for unauthorized purposes or where Tala or the Bank detects any abuse/misuse, breach of content, fraud or attempted fraud relating to your use of the Services;
Tala or the Bank is required or requested to comply with an order or instruction of or a recommendation from any competent authority;
Tala reasonably suspects or believes that you are in breach of this Agreement which you fail to remedy (if remediable) within seven (7) days after service of notice by email, SMS or other electronic means requiring you to do so;

The Bank may at any time, close the EON Account immediately, at its sole discretion even without prior notice to you, in case the EON Account is:
Mishandled by you in any way or handled unsatisfactorily;
Is involved in or used or suspected to be used for any fraudulent, criminal or unlawful activities or transactions;
Have document deficiencies or there was/were misrepresentation(s) or falsity(ies) in the information you provided to the Bank at the time of application;
In the perception of the Bank, there exists circumstances that warrant termination or closure of the EON Account such as but not limited to your failure to abide by these Terms and Conditions.
The Bank shall waive the annual EON Account maintenance fee of PHP 85.00 for the 1^st year that your EON Account has been opened.
Tala shall shoulder the annual EON Account maintenance fee of PHP 85.00 for the second year that your EON Account has been opened. If ninety (90) days from the 2^nd anniversary date of your EON Account there are no transactions on your Mobile Money Account, you hereby authorize Tala to inform the Bank that your EON Account is inactive. Upon receipt of notification from Tala that your EON Account has been inactive for 90 days after your 2^nd anniversary date, the Bank:
- Shall charge the EON Account maintenance fee of PHP 85.00 from the remaining funds in your EON Account on your subsequent anniversary dates;
- Reserves the right to close the EON Account if:
  - Ninety (90) days prior to your 3rd anniversary date no transactions have been performed on your EON Account; and
  - There are no funds remaining therein to fully pay the EON Account maintenance fee on the 3^rd anniversary date.
- You agree that the closure of your EON Account pursuant to Section 10(D)(2) of this Agreement is considered closure with your consent and that the Bank shall not be liable for any loss, liabilities, or damages that you may suffer resulting from such closure.
You agree that Tala has the right to request the Bank to close your EON Account at any time if for whatever reason your Tala App Account is terminated by you or by Tala.
You may opt to close your EON Account for any reason by placing a Request for Account Servicing through the Tala App or sending an email to accountsupport@tala.ph.
In all instances of closure of your EON Account, you will remain responsible for all transactions performed on your EON Account, and the corresponding fees, charges and taxes which may be due thereon shall be debited from the EON Account prior to closure. You understand and acknowledge that deleting or uninstalling the Tala App will not automatically result in the deletion of your EON Account.

Termination shall not affect any accrued rights and liabilities of either party. If the Bank receive notices of your death, the Bank will not be obliged to allow any operation or withdrawal from your EON Account by any person.

Section 11. LIMITATION OF LIABILITY

Tala and/or the Bank shall not be responsible for any loss suffered by you should the Services be interfered with or be unavailable by reason of the failure of any of your Equipment, or any other circumstances whatsoever not within Tala’s or the Bank’s control including, without limitation, Force Majeure or error, interruption, delay or non-availability of the System, terrorist or any enemy action equipment failure, loss of power, adverse weather or atmospheric conditions, and failure of any public or private telecommunications system. You acknowledge that the App has not been developed to meet your individual requirements and that it is, therefore, your responsibility to ensure that the facilities and functions of the App, as described, meet your requirements.
Tala only supplies the App for domestic and private use. You agree not to use the App for any commercial, business or resale purposes, and Tala has no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity. Tala and the Bank will not be liable for any losses or damage suffered by you as a result of or in connection with:
any defect or fault in the App or any Services results from your having altered or modified the App, or your performance of any of the prohibited acts set forth in Sec. 3 of this Agreement;
any defect or fault in the App which results from your having used the App in breach of this Agreement;
your breach of the License Restrictions;
unavailability or insufficiency of funds in your Mobile Money Account;
failure, malfunction, interruption or unavailability of the System, your Equipment, the Network or a Mobile Money System;
the money in your EON Account being subject to legal process or other encumbrance restricting payments or transfers thereof;
your failure to give proper or complete instructions for payments or transfers relating to your EON Account, or inaccurate, incomplete or delayed information is received by Tala or the Bank due to disruption or failure of any information or communication facilities used in the System or due to disruption or delay in the telecommunication network, internet or network failure, or software or hardware error beyond the control of Tala and the Bank;
any fraudulent or illegal use of the Services, the System and/or your Equipment with or without your participation, such as but not limited to due to theft, unauthorized disclosure of Credentials, and disuse or misuse of Multifactor Authentication;
your failure to comply with this Agreement and any document or information provided by Tala concerning the use of the System and the Services; or
any indirect, incidental or consequential loss, loss of profit or damage suffered by reason of the use or failure or inability to use the Services, the System, and/or your Equipment.
Neither Tala nor the Bank shall be liable to you for any interference with or unavailability of the Services, however caused. Under no circumstances shall Tala or the Bank be liable to you for any loss of profit or anticipated savings or for any indirect or consequential loss or damage of whatever kind, however caused, arising out of or in connection with the Services even where Tala or the Bank knew the possibility of such loss or damage.
All warranties and obligations implied by law are hereby excluded to the fullest extent permitted by law.
Your acceptance of these Terms and Conditions and/or your continued use of the Mobile Money Account / EON Account means that you agree that the Bank is not liable for any loss or damage suffered by you or any third party as a consequence of:
Your use or misuse of the EON Account, Account Card or partner institutions of the Bank;
Any fraud or misrepresentation on your submissions or reports to the Bank whether or not the Bank relied on such misrepresentation;
Incomplete, inaccurate, or incorrect information you provide the Bank;
Your transactions;
The effect of the provisions of Republic Act No. 1405 or the Bank Secrecy Law, as amended; applicable provisions of the General Banking Act and pertinent laws or regulations related to said law or this Agreement;
Insufficient funding of your EON Account;
Bad faith, fraud or misrepresentation on your part or on the part of any third party;
Errors, breakdown or failure of third-party systems which the Bank is connected to or used by the Bank to in relation to the EON Account, Account Card or Services.

Section 12. INDEMNITY

You undertake to indemnify the Indemnified Parties and hold such parties harmless against any loss, charge, damage, expense, fee or claim which the Indemnified Parties suffer and you absolve the Indemnified Parties from all liability for loss or damage which you may sustain from Tala or the Bank acting on your instructions or requests or in accordance with this Agreement. Such indemnity shall also cover the following:

1. All demands, claims, actions, losses and damages of whatever nature which may be brought against the Indemnified Parties or which the Indemnified Parties may suffer or incur arising from Tala or the Bank acting or not acting on any Request or arising from the malfunction or failure or unavailability of any hardware, software, or Equipment, the loss or destruction of any data, power failures, corruption of storage media, natural phenomena, riots, acts of vandalism, sabotage, terrorism, any other event beyond Tala’s or the Bank’s control, interruption or distortion of communication links or arising from reliance on any person or any incorrect, illegible, incomplete or inaccurate information or data contained in any Request received by Tala or the Bank.

2. Any loss or damage that may arise from your use, misuse, abuse or possession of any third-party software, including without limitation, any operating system, browser software or any other software packages or programs.

3. Any unauthorized access to your Tala Account or EON Account, or any breach of security or any destruction or accessing of your data or any destruction or theft of or damage to any of your Equipment.

4. Any loss or damage occasioned by your failure to adhere to this Agreement and/or by supplying of incorrect information or loss or damage occasioned by the failure or unavailability of third party facilities or systems or the inability of a third party to process a transaction or any loss which may be incurred by the Indemnified Parties as a consequence of any breach by this Agreement.

5. Any damages and costs in respect of any claims against the Indemnified Parties for loss where the particular circumstance is within your control.

Section 13. SCOPE OF LICENSE

In consideration of your agreeing to abide by the terms of this Agreement, Tala grants you a non-transferable, non-exclusive license to use the App on your Equipment, subject to this Agreement. Tala reserves all other rights therein.

Except as expressly set out in this Agreement or as permitted by any local law, you agree:

not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the App;
not to make alterations to, or modifications of, the whole or any part of the App, or permit the App or any part of it to be combined with, or become incorporated in any other programs;
not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the App or attempt to do any such thing;
not make available the App in whole or in part (including object and source code), in any form to any person without prior written consent from Tala; and
to comply with all technology control or export laws and regulations that apply to the technology used or supported by the App or any Services.

License Restrictions:

not use the App or any Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with the Terms and Conditions, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the App, any Services or any operating system;
not infringe Tala’s intellectual property rights or those of any third party in connection with your use of the App or any Services, including the submission of any material (to the extent that such use is not licensed by this Agreement);
not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the App or any Services;
not use the App or any Services in a way that could damage, disable, overburden, impair or compromise Tala’s systems or security or interfere with other users; and
not collect or harvest any information or data from any Services or Tala’s Systems or attempt to decipher any transmissions to or from the servers running any Services.

Section 14. INTELLECTUAL PROPERTY RIGHTS

Some of the features of the Tala App and some of the Services offered by Tala have been made possible by the EON Account and you acknowledge that rights over these features and Services belong exclusively to the Bank. With the exception of the Services available to you when you open an EON Account which belong to the Bank, you acknowledge that all intellectual property rights in the App and the Technology anywhere in the world belong to Tala, that rights in the App are licensed (not sold) to you, and that you have no rights in, or to, the App or the Technology other than the right to use each of them in accordance with the terms of this Agreement. In the same manner, the Services in the Tala App which the Bank offers you belong solely and exclusively to the Bank and are subject to the same restrictions set forth in Sec. 13 above. You have no rights thereto other than those set forth in the relevant agreement governing the opening and use of the EON Account You acknowledge that you have no right to have access to the Tala App in source-code form.

Section 15. COMMUNICATION

If you wish to contact Tala in writing, or if any condition in this Agreement requires you to give Tala notice, you can send this through Tala’s official support channels. Tala will confirm receipt of this by contacting you by e-mail. If Tala has to contact you or give you notice in writing, Tala will do so by e-mail or by SMS to the mobile phone number or email address you provided to Tala.

Your Mobile Money Account / EON Account issued by the Bank is regulated by the BSP. In accordance with the BSP Financial Consumer Protection Framework, if you have concerns with your EON Account, you may also reach the Bank through the following, or the BSP’s Financial Consumer Protection Department at consumeraffairs@bsp.gov.ph or +632 8 708 7087. For any concerns regarding your EON Account, you may contact Tala directly by sending an email to accountsupport@tala.ph.

Section 16. GENERAL PROVISIONS

No failure by Tala or the Bank to exercise, and no delay in exercising, any right or remedy in respect of any provision of this Agreement shall operate as a waiver of such right or remedy. If any provision or part of a provision of this Agreement shall be or be found by any court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions or parts of such provisions of this Agreement, all of which shall remain in full force and effect. The Terms of Use (for the avoidance of doubt, including, but not limited to, this Agreement) constitute the entire agreement between you and Tala and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings, whether written or oral, relating to its subject matter. You acknowledge that in entering into this Agreement you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Terms of Use. You agree that neither you nor Tala shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

Section 17. DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the international arbitration laws and the laws of the Philippines. The parties shall use their good faith efforts to resolve any dispute, controversy or claim of any nature whatsoever arising out of or in relation to or in connection with this Agreement. To this end, the parties in dispute shall each promptly appoint representatives of appropriate standing who shall meet and attempt to resolve any dispute between them. In the event that an amicable settlement has not been reached within thirty (30) days of the parties’ representatives meeting as aforesaid, the following provisions of this clause shall apply.

Any dispute, difference or question whatsoever and howsoever arising out of or in connection with this Agreement shall be referred for final determination to a single arbitrator to be appointed by agreement between the parties hereto or in default of any such agreement within seven (7) days of the notification of any dispute by either party to the other then, upon application by either party, by the Chairman for the time being of the Philippines Branch of the Chartered Institute of Arbitrators. Such arbitration shall take place in Manila and shall be conducted in accordance with the Rules of Arbitration of the Institute. To the extent permissible by law, the determination of the arbitrator shall be final and binding upon the parties and shall not be subject to any appeal.

Nothing in this section shall restrict either party’s freedom to commence legal proceedings of any nature for the purposes of seeking preliminary injunctive relief or interim or conservatory measures from any court of competent jurisdiction pending the final decision or award of any arbitrator.

To the extent that your Tala App Account is linked to an EON Account, this Agreement shall also be governed by the EON Account Terms of Use, the rules and regulations of the BSP and applicable laws of the Philippines relating to the covered transactions herein. It shall be understood that access to and use of the Tala App and the Services shall be subject to applicable requirements and procedures of government telecommunications or other regulatory authorities and those prescribed by law.