Supply Agreement

This Supply Agreement (the "Agreement") is between Vanguard AI Analytics, Inc., a corporation organized under the laws of the Republic of the Philippines, which owns and operates BackerMo ("BackerMo", "we", "us", "our"), and the business or individual named in the verification application (the "Creator"). A business acts through the individual who accepts this Agreement on its behalf (the "Representative"). A Creator who is an individual acts for themselves and is both the Creator and the Representative.

Under this Agreement the Creator supplies rewards to BackerMo, and BackerMo sells them to Backers. The Creator accepts this Agreement when it applies for verification, and confirms it again each time it launches a campaign. This Agreement adds to the Terms of Use, which also bind the Creator. If the two conflict on the Creator's obligations, this Agreement prevails.

What the Creator carries

The Creator delivers every reward to the Backer who reserved it. The Creator bears every refund and every chargeback on its campaigns, and every fee, charge, and expense arising from them. BackerMo may deduct these from anything it owes the Creator, and the Creator must pay any shortfall on demand. Sections 5 and 7 set this out in full.

1. Authority and representations

1.1. The Representative confirms that they are at least 18 years old and are duly authorized to accept this Agreement and to bind the Creator to it.

1.2. The Creator represents and warrants, on acceptance and at all times while it uses BackerMo, that:

• if it is a business, it is a sole proprietorship registered with the Department of Trade and Industry, or a partnership or corporation registered with the Securities and Exchange Commission, is in good standing, and is registered with the Bureau of Internal Revenue;
• if the Creator is an individual, they are at least 18 years old, live in the Philippines, hold a Tax Identification Number, and comply with the tax and registration requirements that apply to their activity;
• it can issue the invoices the Bureau of Internal Revenue requires for what it supplies, and the value-added tax (VAT) status it gave BackerMo is true;
• it holds every permit and licence its business and rewards require;
• its rewards are not excluded goods under clause 3.5, and they meet the product safety, labelling, and shipping rules that apply to them, including the rules for products that contain batteries and products made for children;
• all information and documents it provides to BackerMo are true, complete, current, and genuine;
• it is not insolvent, and is not the subject of any proceeding, order, or sanction that would prevent it from performing this Agreement;
• it owns, or is licensed to use, all content, trademarks, and other intellectual property in its campaigns and rewards; and
• its campaigns and rewards comply with all applicable laws, including the Consumer Act (RA 7394), the Internet Transactions Act of 2023 (RA 11967), the Data Privacy Act of 2012 (RA 10173), and tax laws.

1.3. The Creator must tell us at [email protected] within five (5) business days of any change to the information it gave us, including changes to its registration, VAT status, ownership, authorized representatives, address, or bank account.

2. Verification

2.1. Before it may launch a campaign, the Creator must give BackerMo its business details, the documents BackerMo asks for, and a bank account in its own name or, for a sole proprietorship, in the name of its owner, and must be approved by BackerMo.

2.2. BackerMo may ask for further information at any time, and may refuse or end the Creator's use of the Platform.

2.3. Verification is not an endorsement. Between BackerMo and the Creator, it does not shift any responsibility for the Creator's campaigns or rewards to BackerMo.

3. Campaigns

3.1. The Creator is solely responsible for the content of its campaigns. Every campaign must:

• describe the project, each reward, and the estimated delivery date truthfully and accurately;
• disclose the material risks and challenges that could delay or prevent delivery;
• not be misleading by statement, omission, image, or implication;
• offer at least one reward and give every Backer of a tier the same reward, whatever amount they chose at or above its minimum;
• offer no excluded goods under clause 3.5; and
• comply with the prohibited-campaign rules in the Terms of Use.

3.2. A campaign is published when the Creator launches it, and changes are published when the Creator saves them. BackerMo does not review campaigns before they are published or before cards are charged. BackerMo may act on a report, or on its own initiative, and may suspend a campaign that breaches this Agreement or the Terms of Use. Not acting on a campaign does not shift any responsibility to BackerMo and is not a confirmation that a campaign is accurate, lawful, or feasible.

3.3. Once a campaign is live, its launch goal and duration are locked. A reward tier that has Backers cannot be changed or deleted, except to change how many are available, and never to fewer than the number already chosen. The Creator must not try to change the terms of a reservation after it is made.

3.4. Cancelling a campaign. The Creator may cancel a live campaign from its account at any time before the deadline. Every reservation is then cancelled and no Backer is charged. A campaign cannot be cancelled after its deadline. Cancelling does not release the Creator from obligations it has already incurred, including answering Backer enquiries under clause 5.3.

3.5. Excluded goods. In addition to what the Terms of Use prohibit, the Creator must not offer as a reward: packaged food or drink that requires registration with the Food and Drug Administration (FDA), or food supplements; cosmetics or personal care products; or medical devices, medicines, or other health products.

4. Supply and sale

4.1. BackerMo sells the rewards of a campaign to Backers in its own name. The Creator supplies those rewards to BackerMo and delivers them directly to each Backer.

4.2. When BackerMo buys. A campaign that reaches its launch goal by its deadline is BackerMo's order to the Creator for the reward of every reservation whose card is successfully charged, at the wholesale price in Schedule 1. BackerMo buys nothing in a campaign that does not reach its goal, that is cancelled, or that is suspended before its deadline, and nothing for a reservation whose card cannot be charged.

4.3. The Creator sets the price of each reward before VAT. BackerMo adds VAT to the price a Backer pays.

4.4. The risk of loss of, or damage to, a reward stays with the Creator until the reward is delivered to the Backer.

5. Delivery

5.1. The Creator must deliver every reward as described, to the Backer who reserved it, by its estimated delivery date and at the Creator's own cost.

5.2. If a delay or change becomes likely, the Creator must promptly and honestly tell the affected Backers and BackerMo, explain why, and give a new estimated date.

5.3. The Creator must respond to Backer enquiries and complaints in good faith, and in any case within seven (7) days.

5.4. When a reward is delivered. A reward that is shipped is delivered when the Creator hands it to a courier and has proof of shipment. A reward that is not shipped is delivered when the Creator sends it or makes it available to the Backer. A ticket or invitation to an event is delivered when the event has taken place.

5.5. The Creator must confirm to BackerMo when every reward of a campaign has been delivered, and give the proof BackerMo asks for, such as the courier and tracking number of each shipment.

6. Price and payment

6.1. BackerMo pays the Creator the wholesale price of each reward it buys, worked out as Schedule 1 sets out.

6.2. VAT and invoices. A Creator that is VAT-registered adds VAT to the wholesale price and issues BackerMo a VAT invoice. A Creator that is not VAT-registered adds no VAT. In either case the Creator issues BackerMo the invoice the Bureau of Internal Revenue requires for every payment.

6.3. When BackerMo pays. BackerMo pays ninety percent (90%) of the amount due for a campaign after the Backers' cards have been charged. BackerMo pays the remaining ten percent (10%), the retention, one hundred twenty (120) days after the day the Backers' cards are charged, less anything deducted under section 7.

6.4. BackerMo may treat the rewards of a campaign as delivered on its own information. BackerMo may keep the retention while a refund request, chargeback, or delivery complaint on the campaign is open.

6.5. BackerMo pays only to the bank account it has verified for the Creator. After a change of bank account, BackerMo may hold payments for seventy-two (72) hours. The Creator is responsible for the accuracy of the bank account details it gives BackerMo. A payment that BackerMo sends to the account the Creator gave is a payment to the Creator, even if those details were wrong, and BackerMo is not liable for any loss or delay that wrong details cause. BackerMo's verification of the account does not shift this responsibility to BackerMo.

6.6. Amounts that Backers pay belong to BackerMo. Until it is paid, the wholesale price is a debt that BackerMo owes the Creator. BackerMo holds no money on the Creator's behalf.

6.7. A change to Schedule 1 applies only to campaigns launched after the change takes effect.

7. Refunds, chargebacks, and set-off

7.1. The Creator bears every refund and chargeback, and every cost arising from them. The Creator bears the full amount of every refund BackerMo gives a Backer of the Creator's campaign, and of every chargeback and card dispute on a reservation in its campaigns. The Creator also bears every fee, charge, and expense that BackerMo incurs because of that refund, chargeback, or dispute, including payment provider, card network, and bank fees and charges, penalties, any fee on the original payment that is not returned to BackerMo, and BackerMo's reasonable costs of handling it.

7.2. If the Creator cannot deliver a reward as described, it must tell BackerMo and the affected Backer at once. The Backer must be refunded in full within thirty (30) days of the earlier of (a) the Creator deciding or learning that it cannot deliver, or (b) a valid refund request from the Backer, unless the Backer agrees in writing to a substitute. The Creator makes the refund, or repays BackerMo in full where BackerMo makes it.

7.3. BackerMo may refund a Backer, or accept a chargeback, where it reasonably believes the Backer is entitled to it. BackerMo's records are evidence of the amounts refunded and charged back, and of the fees, charges, and expenses arising from them.

7.4. Set-off. BackerMo may deduct any amount the Creator owes it from the retention and from any other amount BackerMo owes the Creator, on any campaign.

7.5. The Creator must pay BackerMo any amount it owes us within seven (7) days of our demand.

8. Taxes

8.1. Each party is responsible for its own taxes. The Creator is responsible for all taxes on the amounts it receives from BackerMo.

8.2. The price before VAT that a Backer chooses for a reward, at or above the tier's minimum, is the price the wholesale price is worked out from.

9. Backer personal data

9.1. The Creator receives Backers' names, email addresses, reservation details, and shipping details only to deliver rewards and communicate about its campaign. For that data, the Creator is a separate personal information controller and must comply with the Data Privacy Act.

9.2. The Creator must not use Backer data for any other purpose, including marketing, without the Backer's separate consent; must not sell it or disclose it to anyone except as needed for delivery; must protect it with appropriate security measures; and must delete it when it is no longer needed for delivery, warranty, or legal purposes.

9.3. The Creator must notify BackerMo at [email protected] within twenty-four (24) hours of becoming aware of any breach affecting Backer data, in addition to any notice the law requires it to give.

10. Public disclosure, reports, and cooperation

10.1. As the Internet Transactions Act requires, each campaign page shows the Creator's registered name, business type, registration number, business address, and contact email. For a Creator who is an individual, the page shows their full legal name, their city and province, and their contact email; the street address is not shown. The Creator consents to this and must keep these details accurate.

10.2. The Creator must cooperate promptly with BackerMo's review of any report or complaint, and with any request from the Department of Trade and Industry, another government agency, or a court. BackerMo may share the Creator's information and records with them as the law requires or allows.

11. Suspension, takedown, and termination

11.1. BackerMo may, at its discretion and without prior notice, reject, suspend, or take down any campaign or reward tier, or suspend or end the Creator's access, if we believe the Creator has breached this Agreement, the Terms of Use, or the law, or that its campaign exposes Backers, BackerMo, or others to harm.

11.2. If a campaign is suspended while live, all of its reservations are voided and no Backer is charged. If it is suspended after it succeeds, further charging stops. The Creator bears the refund of every reservation already charged, under section 7.

11.3. Either party may end this Agreement for the future. Ending it does not affect campaigns that are live or successful, or obligations already incurred, including the Creator's duties to deliver rewards and to bear refunds and chargebacks. Sections 5, 6.4, 7, 9, 10, 12, 13, 14, and 16 survive termination.

12. Indemnity

The Creator shall defend, indemnify, and hold harmless BackerMo and Vanguard AI Analytics, Inc., and their directors, officers, employees, and agents, from any claim, complaint, loss, liability, penalty, fine, refund, chargeback, or expense (including reasonable attorney's fees) arising from its campaigns, rewards, content, or conduct; its breach of this Agreement, the Terms of Use, or any law; or any claim by a Backer, government agency, or third party relating to the Creator.

13. Limitation of liability

13.1. To the fullest extent permitted by law, BackerMo is not liable to the Creator for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, goodwill, or opportunity, including losses from a suspended campaign or a delayed payment.

13.2. To the fullest extent permitted by law, BackerMo's total liability to the Creator under this Agreement is limited to the trade discount BackerMo kept on the Creator's campaigns in the twelve (12) months before the event giving rise to the claim. This limit does not apply to the wholesale price BackerMo owes the Creator under section 6.

13.3. Nothing in this Agreement excludes or limits liability that cannot be excluded or limited under Philippine law, including liability for fraud, bad faith, or gross negligence.

14. Relationship and use of the BackerMo name

14.1. The parties are independent contractors. The Creator is BackerMo's supplier. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship. The Creator has no authority to bind BackerMo.

14.2. The Creator may say factually that its campaign is or was on BackerMo and that BackerMo sells its rewards, but must not use the BackerMo name or logo in a way that suggests BackerMo makes or endorses its project or rewards.

15. Changes to this Agreement

We may update this Agreement. We will post the new version with its effective date. If a change is material, the Creator must accept the new version before it launches a campaign. A change does not alter the terms of a campaign already launched or of reservations already made.

16. Governing law, disputes, and notices

16.1. This Agreement is governed by the laws of the Republic of the Philippines. The parties will first try in good faith to settle any dispute informally within thirty (30) days of written notice. Any suit arising from this Agreement shall be filed exclusively in the proper courts of the city where Vanguard AI Analytics, Inc. has its principal office, to the exclusion of all other venues.

16.2. We give notices to the Creator by email to its contact email or the Representative's account email, or on BackerMo. The Creator gives notices to us at [email protected].

16.3. The Creator may not assign this Agreement without our written consent. If any provision is held invalid, the rest remains in effect. Our failure to enforce a provision is not a waiver of it.

17. Acceptance and conformity

By ticking the acceptance box and submitting its verification application or launching a campaign, the Representative, for and on behalf of the Creator, confirms that they have read and understood this Agreement and the Terms of Use, that they are duly authorized to accept them, and that the Creator freely and voluntarily agrees to be bound by them.

This electronic acceptance is the Creator's electronic signature under the Electronic Commerce Act (RA 8792). It has the same legal effect as a handwritten signature on a printed copy of this Agreement and binds the Creator. BackerMo records the date, time, document version, and device details of each acceptance as evidence of it.

Schedule 1: Commercial terms

Wholesale price. For each reward BackerMo buys, the wholesale price is the price before VAT that the Backer chose, less:

• a trade discount of 5% of that price; and
• a card processing allowance of 3.5% of the amount charged to the Backer's card (the price plus VAT), plus ₱15 for each reservation.

VAT. VAT is 12%. BackerMo adds it to the price a Backer pays. A VAT-registered Creator adds it to the wholesale price.

Payment. BackerMo pays 90% after the Backers' cards are charged, and the remaining 10% 120 days after they are charged, as clause 6.3 provides.

Example. For a reward priced at ₱1,000.00 before VAT, the Backer pays ₱120.00 VAT and is charged ₱1,120.00. The trade discount is ₱50.00 and the card processing allowance is ₱54.20, so the wholesale price is ₱895.80.

• A VAT-registered Creator adds ₱107.50 VAT and is paid ₱1,003.30 in total: ₱902.97 after the cards are charged and ₱100.33 as the retention.
• A Creator that is not VAT-registered is paid ₱895.80 in total: ₱806.22 after the cards are charged and ₱89.58 as the retention.

Amounts are rounded to the nearest centavo.