Koala Workspace and Business Solutions
Terms of Use

These Terms apply to all visitors and users of Koala, including those browsing our website without creating an account and those who register for an account (whether on a free or paid plan). Additional terms may apply to specific features or paid services, and such terms will be provided when you sign up for those features. In case of any conflict, those specific terms will prevail for the applicable service.

By clicking “Agree” (or a similar button) or by using our Services in any manner, you confirm that you have read, understood, and accepted these Terms and our Privacy Policy. You represent that you have the legal capacity to enter into this agreement. If you are using our Services on behalf of an organization, you are agreeing to these Terms for that organization and warrant that you have the authority to bind the organization to these Terms.

To access certain features of our Services, you may need to create an account. You agree to provide accurate, current, and complete information during registration and to keep your account information updated. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify Koala immediately of any unauthorized use of your account or any other breach of security. Koala will not be liable for any loss or damage arising from your failure to comply with this obligation.

Eligibility

You must be at least 18 years old (or the age of majority in your jurisdiction) to create an account or use our Services. By creating an account, you affirm that you are legally capable of entering into these Terms. If you are under the age of majority, you may only use the Services with the involvement and consent of a parent or legal guardian, who agrees to be bound by these Terms.

You agree to use Koala’s Services only for lawful purposes and in compliance with these Terms and all applicable laws and regulations. As a condition of your use, you must not:

• Provide False Information: Register for an account using false information, or impersonate any person or entity, or misrepresent your affiliation with any person or entity.

• Unauthorized Access: Attempt to gain unauthorized access to any portion of the Services, other user accounts, or any systems or networks connected to the Services, by hacking, password mining, or any other illegitimate means.

• Prohibited Content: Upload, post, or transmit any content that is illegal, infringing, defamatory, obscene, offensive, harassing, or otherwise objectionable. This includes content that violates intellectual property rights or privacy rights of others, or any content that contains harmful or malicious code.

• Malicious Activities: Introduce viruses, malware, worms, Trojan horses, or any other harmful or malicious code. You must not use the Services to distribute unsolicited or unauthorized advertising or spam, and you must not engage in activities that could damage, disable, overburden, or impair our servers or networks.

• Interference: Interfere with or disrupt the integrity or performance of the Services or the data contained therein. You must not attempt to disable or circumvent any security or access control measures on our website.

• Unlawful Use: Use the Services for any fraudulent or unlawful purpose, or in a way that violates any applicable law or regulation (including data privacy, export control, or consumer protection laws).

• Resale or Misuse: Sell, resell, rent, or lease the Services to any third party, or exploit any portion of the Services for commercial purposes not expressly permitted by Koala. You also agree not to use the Services to develop or support any product or service that is competitive with Koala.

Koala reserves the right to investigate and take appropriate action (including suspension or termination of accounts and legal proceedings) against anyone who, in Koala’s sole discretion, violates these obligations. We may monitor usage of the Services (in accordance with our Privacy Policy) to enforce these Terms.

All content, features, and functionality available through the Services – including but not limited to text, graphics, logos, icons, images, audio clips, videos, software, and the overall look and feel of the website – are the exclusive property of Koala Workspace and Business Solutions or its licensors and are protected by copyright, trademark, patent, and other intellectual property laws.

• Koala’s Content and License: Koala grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Services and Koala’s content for your personal or internal business use, in accordance with these Terms. This license allows you to display and interact with the content on our site solely for using the Services. You may not, without Koala’s prior written permission, copy, reproduce, modify, create derivative works from, publicly display, republish, upload, post, transmit, or distribute any content from our Services. All rights not expressly granted to you in these Terms are reserved by Koala and its licensors.

• Trademarks: “Koala Workspace and Business Solutions,” the Koala logo, and any other Koala product or service names or slogans displayed on the Services are trademarks of Koala or its affiliates. You are not permitted to use these trademarks without Koala’s prior written consent. All other trademarks, logos, or service marks appearing on the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Koala.

Ownership: Except for the limited use rights granted above, these Terms do not transfer any intellectual property rights to you. Unauthorized use of Koala’s intellectual property is prohibited and may result in termination of your rights to use the Services, as well as legal action.

Our Services may allow you to upload, submit, store, or share content and materials, including but not limited to text, images, files, and business documents (collectively, “User Content”). You retain ownership of any intellectual property rights that you hold in your User Content. Koala does not claim ownership over your content; these Terms only grant Koala certain limited rights to use and process your content as described below.

• License to Koala: By uploading or submitting User Content to the Services, you grant Koala a worldwide, royalty-free, non-exclusive license to use, host, store, reproduce, and process your content for the purpose of operating and improving the Services and as otherwise necessary to provide the Services to you and other users. For example, we may need to display, reformat, or distribute your content to provide features like document sharing or collaboration that you choose to use. This license is limited to the purpose of providing the Services and does not grant Koala the right to use your content for unrelated commercial purposes. We will not publicly display or share your User Content without your direction or consent.

• Your Responsibilities for Content: You represent and warrant that you have all necessary rights to upload or share each element of User Content that you provide and that your content (and our use of it as permitted by these Terms) does not violate any law or infringe any rights of any third party. You are solely responsible for all User Content you upload, publish, display, or share via the Services. Koala is not responsible for any actions you take with respect to your content.

• Prohibited Content and Activities: You agree not to upload or transmit any User Content that violates the Acceptable Use provisions of these Terms (see above). This means your content should not include anything illegal, harmful, or infringing. Koala is not obliged to monitor User Content, but we reserve the right to remove or disable access to any User Content that we determine, in our sole discretion, violates these Terms or any applicable law, or that may threaten the security or integrity of our Services.

• Content Backup: We strongly encourage you to maintain your own backup copies of your User Content. While Koala employs measures to back up data as part of providing the Service, we do not guarantee that your User Content will never be lost or corrupted. To the maximum extent permitted by law, Koala will not be liable for any loss or recovery of User Content.

• Feedback: If you submit feedback, suggestions, or ideas about our Services (“Feedback”), you agree that we are free to use such Feedback for any purpose, without any obligation to you. Any Feedback you provide is entirely voluntary and may be used by Koala to improve or enhance the Services without any compensation or credit to you.

Your privacy is important to us. Our collection, use, and disclosure of personal information through the Services are described in our Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you confirm that you have read our Privacy Policy and understand how Koala collects and uses your information.

In particular, Koala is committed to complying with applicable privacy laws, including the Philippines Data Privacy Act of 2012 and the EU General Data Protection Regulation (GDPR), as described in the Privacy Policy. We implement appropriate technical and organizational measures to protect personal data, and we process personal information in accordance with the law and our Privacy Policy.

If you are a user of our Services, you agree that Koala can process your data in accordance with our Privacy Policy. If you do not agree to how we handle personal information as described there, please do not use the Services. For more details on how we handle user data (including names, emails, identification documents, business documents, and cookies), please review the Privacy Policy on our website.

Use at Your Own Risk: Koala provides the Services on an “as is” and “as available” basis. Your use of the Services is at your sole risk. To the fullest extent permitted by law, Koala and its affiliates, suppliers, and partners disclaim all warranties, conditions, and representations of any kind, whether express, implied, or statutory, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising out of course of dealing or usage of trade.

Without limiting the above, Koala makes no warranty or guarantee that:

• The Services will meet your requirements or expectations.

• The Services will be uninterrupted, timely, secure, or error-free, or that any defects will be corrected.

• The information or content obtained through the Services will be accurate, complete, or reliable.

• The Services (or any server that makes the service available) are free of viruses or other harmful components.

Any material downloaded or otherwise obtained through the use of the Services is accessed at your own discretion and risk, and you will be solely responsible for any damage to your device or loss of data that results from the download or use of any such material.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above disclaimers may not apply to you. In such cases, any warranties required by law are limited to the minimum period permitted by law.

To the extent permitted by law, Koala and its directors, officers, employees, agents, partners, and affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, business interruption, loss of data, or goodwill, arising out of or in connection with your use of (or inability to use) the Services, whether in contract, tort (including negligence), strict liability, or any other legal theory, even if Koala has been advised of the possibility of such damages.

In particular, Koala will not be liable for:

• Personal injury or property damage resulting from your access to or use of the Services.

• Any unauthorized access to or use of our servers and any personal or financial information stored therein.

• Any interruption or cessation of transmission to or from the Services, or any bugs, viruses, trojan horses, or the like that may be transmitted to or through our Services by any third party.

• Any errors or omissions in any content or data, or for any loss or damage incurred as a result of the use of any content posted, emailed, or otherwise made available via the Services.

Koala’s total cumulative liability to you for all claims arising out of or relating to these Terms or the Services is limited to the amount you paid to Koala for the Services in the six (6) months immediately preceding the event giving rise to the liability, or USD $100, whichever is greater. If you have not paid any fees to Koala for the use of the Services, Koala’s total liability shall not exceed USD $100.

Nothing in these Terms is intended to exclude or limit liability that cannot be excluded by law – for example, certain liabilities under Philippine law for willful misconduct or gross negligence, or any statutory consumer rights that apply to you. In such cases, Koala’s liability will be limited to the fullest extent permitted by applicable law.

Sole Remedy: If you are dissatisfied with any portion of the Services, or with any provision of these Terms, your sole and exclusive remedy is to discontinue use of the Services.

You agree to indemnify, defend, and hold harmless Koala Workspace and Business Solutions and its affiliates, and each of their respective officers, directors, employees, and agents (the “Indemnified Parties”), from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees and costs) that arise out of or relate to any claim, action, or proceeding brought by a third party due to or arising out of:

• Your use or misuse of the Services;

• Your breach or alleged breach of these Terms or any applicable law or regulation;

• Your violation of any rights of another person or entity (including intellectual property rights or privacy rights); or

• Any User Content or information that you upload, submit, or transmit through the Services (including any claim that your content infringes or misappropriates the intellectual property or other rights of a third party).

Koala reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In such case, you agree to cooperate with Koala’s defense of that claim and you must not settle any such claim without Koala’s prior written consent. You agree to promptly notify Koala of any third-party claims and provide Koala with reasonable assistance, at your expense, in defending any such claims.

This indemnity obligation will survive any termination or expiration of these Terms and your use of the Services.

Koala reserves the right to suspend or terminate your access to the Services (in whole or in part) at any time, with or without notice, if we reasonably believe that: (a) you have violated these Terms or any applicable law; (b) your use of the Services creates risk of harm or legal exposure for us or other users; or (c) we are unable to continue providing the Services due to business or legal reasons (for example, if we choose to discontinue the Services). We will make reasonable efforts to notify you via the email associated with your account or the next time you attempt to access your account, depending on the circumstances.

If your account is terminated or suspended, whether by you or by Koala, your right to access and use your account and the Services will immediately cease. In the event of termination by Koala for your breach of these Terms, Koala may delete your User Content or data associated with your account, and you may lose access to any information or content that was stored in your account. Koala shall not be liable to you or any third party for any suspension or termination of your access to the Services, or for the deletion of your content or account data, provided we act in accordance with our Privacy Policy.

Termination by You

You may cancel or delete your Koala account at any time if you no longer wish to use our Services. To do so, you can follow the instructions provided in your account settings or contact our support team for assistance. If you cancel your account, please note that we may retain certain information as required by law or for legitimate business purposes (see our Privacy Policy for details on data retention).

Upon termination of your account, these Terms will no longer apply, except for any provisions that by their nature should continue to apply after termination (such as Intellectual Property Rights, Disclaimers, Limitation of Liability, Indemnification, Governing Law, and Dispute Resolution).

These Terms of Use and any dispute or claim arising out of or in connection with the Services or these Terms (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Republic of the Philippines, without regard to its conflict of law principles.

If you access or use the Services from outside the Philippines, you do so on your own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Koala’s Services are subject to Philippine laws and any personal data we collect will be handled in accordance with those laws (as well as other applicable privacy regulations, as noted in our Privacy Policy).

We hope to resolve any issues you may have through our support team. However, if a dispute arises between you and Koala relating to the Services or these Terms, the following provisions apply:

• Good Faith Negotiations: You agree to first contact us at Koala (using the contact information in the “Contact Us” section below) to describe your concern and attempt to resolve it through informal negotiation. Both you and Koala agree to negotiate disputes in good faith.

• Jurisdiction and Venue: If we cannot resolve a dispute informally within a reasonable time, any legal action or proceeding arising under these Terms shall be brought exclusively in the courts of the Philippines. You and Koala consent to the exclusive jurisdiction of the appropriate courts located in the Philippines (for example, in the city or region where Koala is registered or has its principal place of business) for the resolution of any such dispute. You also waive any objection to the exercise of jurisdiction by such courts or to venue in such courts on grounds of forum non conveniens or otherwise.

• Exception – Equitable Relief: Notwithstanding the above, Koala reserves the right to seek injunctive or other equitable relief in any jurisdiction to address violations of its intellectual property or other proprietary rights. This means Koala can apply to a court to immediately stop unauthorized use or abuse of the Services, or violations of our intellectual property rights, without first engaging in informal negotiations.

• Legal Fees: In any action between you and Koala related to these Terms, the prevailing party will be entitled to recover its reasonable attorneys’ fees and costs.

Some jurisdictions may allow you to bring a dispute before a different dispute resolution body (for example, in the EU you may have rights to certain forms of dispute resolution). This Dispute Resolution section does not limit any rights that you are afforded under mandatory laws, including the right to file a complaint with your local consumer protection or data protection authorities.

Koala may modify or update these Terms of Use from time to time. If we make material changes to the Terms, we will provide you with notice as appropriate (e.g., by posting the updated Terms on our site with a new “Last Updated” date, and/or by sending a notice to the email address associated with your account, or by a prominent notice when you next use the Services).

Continuing to use the Services after the updated Terms take effect signifies that you accept and agree to the changes. If you do not agree to the revised Terms, you must stop using the Services and may cancel your account. We encourage you to review these Terms periodically for any updates.

For clarity, any changes to the Terms will not apply retroactively. The Terms in effect at the time of your use of the Services will govern that use and any disputes that may arise from it.

If you have any questions, concerns, or feedback regarding these Terms or the Services, please contact us:

Koala Workspace and Business Solutions

Email: info@koalaworkspace.com

Address: 8th Floor – Unit F, Commerce and Industry Plaza Building, McKinley Hill, Fort Bonifacio, Taguig City, 1634, Philippines

Phone: TBD

Our support team will do its best to respond to your inquiries promptly. Your feedback is important to us and helps us improve our Services. Thank you for using Koala Workspace and Business Solutions!