Effective Date: September 9, 2025

These Terms and Conditions constitute a legally binding agreement between you, whether personally or on behalf of an entity (“you”), and Urbantech Digital Solutions (“Company,” “we,” “us,” or “our”), concerning your access to and use of the https://urbantechdigital.com/homepage website, as well as any other media form, media channel, mobile website, or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”). By accessing or using the Site, you confirm that you have read, understood, and agreed to be bound by all of these Terms and Conditions. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms, conditions, or documents that may be posted on the Site from time to time are hereby expressly incorporated by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms and Conditions at any time and for any reason. We will alert you about any changes by updating the “Last updated” date, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms to stay informed of updates. Your continued use of the Site after the posting of revised Terms will be deemed as your acceptance of the changes.

The information on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation. Persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Site.

INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Site is our proprietary property, and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”), as well as the trademarks, service marks, and logos contained therein (the “Marks”), are owned or controlled by us or licensed to us. They are protected by Philippine and international copyright, trademark, and other intellectual property laws (including R.A. No. 8293 – Intellectual Property Code of the Philippines). The Content and Marks are provided on the Site “AS IS” for your information and personal use only.

Except as expressly provided in these Terms, no part of the Site, Content, or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever without our express prior written permission.

Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content, and the Marks.

USER REPRESENTATIONS

By using the Site, you represent and warrant that: (1) You have the legal capacity to enter into this agreement and agree to comply with these Terms; (2) You are at least 18 years of age (age of majority in the Philippines); (3) You will not access the Site through automated or non-human means, such as a bot or script; (4) You will not use the Site for any illegal or unauthorized purpose; and (5) Your use of the Site will not violate any applicable Philippine law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).

PROHIBITED ACTIVITIES

You may not access or use the Site for any purpose other than that for which we make it available. As a user, you agree not to engage in any of the following prohibited activities:

Systematically retrieve data or other content from the Site to create or compile a collection, compilation, database, or directory without our written permission.

Trick, defraud, or mislead us or other users.

Circumvent or interfere with security-related features of the Site.

Use any information obtained from the Site to harass, abuse, or harm another person.

Make improper use of our support services or submit false reports of abuse.

Use the Site in a manner inconsistent with any applicable Philippine laws or regulations.

Upload or transmit viruses, Trojan horses, or other harmful material.

Engage in any automated use of the system, such as using scripts.

Delete the copyright or other proprietary rights notice from any Content.

Attempt to impersonate another user or person.

Interfere with, disrupt, or create an undue burden on the Site.

Harass, annoy, intimidate, or threaten any of our employees or agents.

Copy or adapt the Site’s software or code.

Decipher, decompile, disassemble, or reverse engineer any of the software comprising the Site.

Use the Site to compete with us or for any commercial enterprise not endorsed by us.

Engage in any act that may constitute offenses under the Cybercrime Prevention Act of 2012 (R.A. No. 10175).

USER GENERATED CONTRIBUTIONS

The Site does not offer users to submit or post content. If we provide you with the opportunity to create, submit, or post content and materials (collectively, “Contributions”), you represent and warrant that:

Your Contributions do not and will not infringe the proprietary rights of any third party;

You are the creator and owner of your Contributions or have the necessary licenses/permissions;

Your Contributions are not false, inaccurate, or misleading;

Your Contributions are not defamatory, libelous, or slanderous, and do not ridicule, mock, disparage, intimidate, or abuse anyone;

Your Contributions do not violate any applicable Philippine law (including R.A. No. 10175 for cyber libel);

Your Contributions do not violate the privacy or publicity rights of any third party;

Your Contributions do not contain material that exploits people under the age of 18;

Your Contributions do not advocate violence or threaten physical harm.

Any use of the Site in violation of the above constitutes a breach of these Terms and may result in the termination or suspension of your rights to use the Site.

CONTRIBUTION LICENSE

You and the Site agree that we may access, store, process, and use any personal data you provide in accordance with our Privacy Policy and your choices. By submitting suggestions or other feedback, you grant us a non-exclusive, perpetual, worldwide, royalty-free license to use and share such feedback for any purpose without compensation to you.

We do not claim ownership over your Contributions. You retain ownership of all your Contributions and associated IP rights. You are solely responsible for your Contributions and agree to exonerate us from any and all liability related to them.

GUIDELINES FOR REVIEWS

If we provide areas on the Site for reviews or ratings, you must comply with the following criteria: (1) Reviews must be based on firsthand experience; (2) No offensive, abusive, racist, or hate language; (3) No discriminatory references; (4) No false or misleading statements. We may accept, reject, or remove reviews at our sole discretion. We assume no liability for reviews or for claims or losses resulting from reviews.

SITE MANAGEMENT AND USER DATA

We reserve the right, but not the obligation, to: (1) Monitor the Site for violations of these Terms; (2) Take appropriate legal action against any violator, including reporting them to Philippine law enforcement authorities; (3) Remove or disable any Contributions or content that is burdensome to our systems; (4) Otherwise manage the Site to protect our rights and property.

We will maintain certain data that you transmit to the Site. While we perform regular backups, you are solely responsible for all data you transmit. We shall have no liability for any loss or corruption of your data.

SUBMISSIONS AND FEEDBACK

Any questions, comments, suggestions, ideas, feedback, or other information regarding the Site or our services that you provide (“Submissions”) are non-confidential and shall become our exclusive property. By submitting, you grant us an unrestricted, perpetual, worldwide, irrevocable, royalty-free license to use, reproduce, modify, translate, transmit, distribute, and otherwise exploit such Submissions for any lawful purpose without acknowledgment or compensation. Under R.A. No. 8293, you waive any moral rights in such Submissions to the extent permitted by law.

THIRD-PARTY WEBSITES AND CONTENT

The Site may contain links to third-party websites (“Third-Party Websites”) and display content from third parties (“Third-Party Content”). We do not monitor such Third-Party Websites/Content and are not responsible for them. Accessing Third-Party Websites/Content is at your own risk. Review their terms, privacy, and data practices (including compliance with the Data Privacy Act of 2012 – R.A. No. 10173). We are not party to any transactions you make with third parties and disclaim liability arising from your use of their products/services.

ADVERTISERS

We may allow advertisers to display ads in designated areas. Advertisers are solely responsible for their ads and for products/services sold through them, and warrant compliance with Philippine law (including the Consumer Act – R.A. No. 7394). We are not responsible for ad content or legality beyond providing space.

PRIVACY POLICY

We care about data privacy and security. Please review our Privacy Policy: https://urbantechdigital.com/privacy-notice, which is incorporated into these Terms. By using the Site, you agree to be bound by it. We process personal data in accordance with the Data Privacy Act of 2012 (R.A. No. 10173) and its IRR.

SERVICES, ORDERS, FEES, AND TAXES (AGENCY CLAUSE)

Scope of Services. We provide digital marketing and related professional services as described on the Site, proposals, statements of work (SOWs), or order forms. In case of conflict, a signed SOW prevails over the Site.

Fees & Payments. Fees are due in the currency and on the schedule specified in the order/SOW/invoice. Unless otherwise stated, prices are exclusive of taxes (including Philippine VAT and any applicable withholding taxes). You agree to pay or gross-up for such taxes except those based on our net income. Late amounts may accrue interest at the maximum rate allowed by applicable law.

Subscriptions & Renewals. If a plan is subscription-based, it will auto-renew for the same term at the then-current rate unless canceled per the notice period in the order/SOW (or 30 days prior to renewal if none specified).

Refunds. Due to the nature of professional services and time-based work, fees are non-refundable once services commence, except as required by Philippine consumer law or as expressly stated in an order/SOW.

Client Cooperation. You will provide timely access to brand assets, approvals, product claims/substantiation, and platform logins reasonably required for performance. Delays in your inputs may extend timelines.

Platform Rules. You acknowledge and will comply with applicable advertising and platform policies (e.g., Meta, Google, YouTube, TikTok, email/SMS anti-spam rules), and you are responsible for content and claims in your ads.

No Guarantees. Marketing performance inherently varies. We do not guarantee specific results (e.g., leads, sales, rankings, ROAS), though we will perform services with reasonable skill and care.

CLIENT MATERIALS, LICENSES, AND AGENCY IP

Client Materials. You represent and warrant that you own or have rights to all materials you supply and that they do not infringe third-party rights, are lawful, and compliant with applicable advertising and consumer laws. You grant us a non-exclusive, worldwide, royalty-free license to use such materials to perform the services. You will indemnify us against claims arising from Client Materials.

Deliverables & IP. Subject to full payment, you receive a non-exclusive license (or the ownership expressly stated in an SOW) to use final deliverables for your internal business purposes. Our pre-existing materials, tools, templates, know-how, and software (including enhancements and general learnings) remain our property; we grant you a limited license to use them solely as embedded in the deliverables.

Portfolio Use. Unless you opt out in writing, you grant us the right to reference your name/logo and non-confidential excerpts of deliverables for portfolio, case studies, and credentials.

CONFIDENTIALITY

Each party may receive confidential information from the other. The recipient will use the same degree of care it uses to protect its own confidential information (and at least reasonable care) and will not disclose it except to personnel/contractors with a need to know under obligations of confidentiality. Exclusions include information that is public, independently developed, or rightfully obtained without restriction. Compelled disclosure is permitted with prior notice where lawful.

TERM AND TERMINATION

These Terms remain in effect while you use the Site or receive services. We may suspend or terminate access for violations of these Terms or applicable law, or if required by a platform or regulator. If we terminate or suspend your account, you are prohibited from creating a new account. We may pursue civil, criminal, or injunctive relief as appropriate. Termination does not affect accrued rights or payment obligations.

MODIFICATIONS AND INTERRUPTIONS

We may change, modify, or remove the contents of the Site at any time without notice. We are not obligated to update Site information. We may modify or discontinue all or part of the Site without notice. We are not liable for any modification, suspension, or discontinuance, or for downtime/maintenance.

GOVERNING LAW

These Terms and your use of the Site are governed by the laws of the Republic of the Philippines, without regard to conflict of law principles. Any legal action or proceeding shall be brought exclusively in the appropriate courts located in Cebu City, Philippines.

DISPUTE RESOLUTION

Amicable Settlement. Before filing suit, the parties will attempt in good faith to resolve any dispute within 30 days after written notice.

Legal Venue and Jurisdiction. If unresolved, the dispute shall be submitted to the exclusive jurisdiction of the competent courts in Cebu City, Philippines, and the parties submit to their personal jurisdiction.

Exceptions. The amicable settlement process does not apply to: (a) enforcement/protection/validity of IP rights; (b) theft, piracy, unauthorized use, or invasion of privacy; (c) claims for urgent injunctive relief.

CORRECTIONS

There may be information on the Site that contains typographical errors, inaccuracies, or omissions. We reserve the right to correct any errors and to change or update information on the Site at any time, without prior notice.

DISCLAIMER AND LIMITATIONS OF LIABILITY

THE SITE IS PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. YOUR USE OF THE SITE AND OUR SERVICES IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY PHILIPPINE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR: (a) ERRORS OR INACCURACIES; (b) UNAUTHORIZED ACCESS TO OR USE OF SERVERS AND PERSONAL INFORMATION; (c) INTERRUPTIONS OR CESSATION OF TRANSMISSION; (d) BUGS/VIRUSES OR HARMFUL COMPONENTS; (e) ERRORS OR OMISSIONS IN ANY CONTENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS/REVENUE/GOODWILL.

Nothing in these Terms excludes or limits liability that cannot be excluded under applicable Philippine law.

INDEMNIFICATION

You agree to defend, indemnify, and hold harmless us and our affiliates, officers, agents, and employees from and against any losses, damages, liabilities, claims, or demands (including reasonable attorneys’ fees) arising out of: (1) Your use of the Site or services; (2) Your breach of these Terms; (3) Your violation of the rights of a third party; (4) Any harmful act by you against another user; (5) Claims relating to Client Materials or ad content/claims.

USER DATA

We maintain certain data transmitted to the Site for performance management and backups, but you are responsible for your own data. Our collection, use, and processing of personal data are governed by our Privacy Policy and the Data Privacy Act of 2012 (R.A. No. 10173). You agree to hold us harmless from claims arising from loss/corruption of your data, except in cases of our gross negligence or willful misconduct.

ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

By visiting the Site, sending emails, and completing online forms, you engage in electronic communications. You consent to receive electronic communications and agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy legal requirements that such communications be in writing. You agree to the use of electronic signatures and records pursuant to the E-Commerce Act of 2000 (R.A. No. 8792) and waive any requirement for non-electronic originals where permitted by law.

DISPUTE AND COMPLAINT RESOLUTION (PHILIPPINES)

You may contact us for any complaints or disputes. If not satisfactorily resolved, you may seek assistance from appropriate Philippine agencies, such as the Department of Trade and Industry (DTI) for consumer-related matters or the National Privacy Commission (NPC) for data privacy concerns.

NON-SOLICITATION AND DATA USAGE

During your access to or use of the Site and for twelve (12) months thereafter (the “Non-Solicit Period”), you will not directly or indirectly solicit to hire or engage any talent you become aware of through interaction with us, nor refer such talent to affiliated entities for engagement outside of our relationship.

You own all data derived from work we perform for you (“User Data”). You grant us a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license to use User Data for internal, non-commercial purposes and to display anonymized, non-identifiable aggregates for promotional/portfolio purposes.

MISCELLANEOUS

These Terms and any policies or operating rules posted by us on the Site constitute the entire agreement between you and us regarding the Site. Our failure to exercise or enforce any right shall not operate as a waiver. If any provision is unlawful, void, or unenforceable, that provision is deemed severable and does not affect remaining provisions. You may not assign or transfer these Terms without our prior written consent; we may assign freely. No joint venture, partnership, employment, or agency relationship is created by these Terms. Force Majeure: We are not responsible for any failure or delay due to events beyond our reasonable control (e.g., acts of God, outages, platform policy changes, acts of government).

Company: Urbantech Digital Solutions
Registered Office:  Lahug, Cebu City, 6000, Philippines
Contact: [email protected]