Terms of Service

Parlon is a technology company that operates an online platform enabling users to discover, book, and/or purchase beauty and wellness services offered by independent third-party service providers (“Merchant Partners”), and providing software tools, dashboards, and related services to such Merchant Partners.

“Parlon”, “we”, “us”, or “our” refers to Parlon Pte. Ltd. (Singapore) and, where applicable, its affiliates or local operating entities.

Parlon does not provide beauty or wellness services. All services listed, sold, or rendered through the Platform are provided solely by independent Merchant Partners. Parlon does not control, supervise, direct, or guarantee Merchant Partner services, and does not create any agency, employment, partnership, or joint venture relationship with any Merchant Partner.

Parlon operates solely as a technology platform. All services published, listed, booked, sold, paid for, or redeemed through the Platform are provided exclusively by independent third-party Merchant Partners and are not provided by Parlon. Parlon does not act as an agent, service provider, employer, or representative of any Merchant Partner, and does not assume responsibility for Merchant Partner services.

Merchant Partners are solely and exclusively responsible for rendering their services to their respective customers (“Customers”). When a Merchant Partner renders its services, any contractual relationship formed exists strictly and exclusively between the Customer and the Merchant Partner, and Parlon is not a party to such contract.

To the maximum extent permitted by applicable law, Parlon is not responsible or liable for the acts or omissions of any Merchant Partner, and all liability arising from Merchant Partner services shall be borne solely by the Merchant Partner concerned, including but not limited to any illness, injury, death, loss, claim, damage, liability, cost, or expense suffered by a Customer, whether caused in whole or in part by the Merchant Partner or its services.

Parlon makes no representations, warranties, guarantees, or endorsements whatsoever with respect to any Merchant Partner, Merchant Partner content, or Merchant Partner service.

Any complaints, concerns, requests for resolution, rework or “backjob,” refunds, chargebacks, claims, or disputes arising from or relating to Merchant Partner services must be communicated directly to, and shall be resolved solely between, the Customer and the relevant Merchant Partner. Parlon has no obligation to resolve, mediate, refund, or adjudicate such matters.

Customer Acknowledgment and Assumption of Risk

By accessing or using the Platform, Customers expressly acknowledge and agree that:

• they are transacting directly with independent Merchant Partners, not with Parlon;
• Parlon’s role is limited to providing technology, discovery, booking, and/or payment facilitation tools; and
• any risks associated with Merchant Partner services are assumed by the Customer, and not by Parlon, to the fullest extent permitted by law.

Survival and Precedence

This Section 1 survives termination of these Terms and prevails over any conflicting or inconsistent provision of these Terms to the extent permitted by applicable law.

For purposes of these Terms of Service (“Terms”), the following capitalized terms shall have the meanings set forth below. Words in the singular include the plural and vice versa.

Platform & Parties

• “Parlon”, “we”, “us”, or “our” refers to Parlon Pte. Ltd. (Singapore), Parlon Beauty and Wellness Technologies, Inc. (Philippines), and, where applicable, any of their respective affiliates, subsidiaries, or local operating entities.
• “Affiliates” means, in relation to Parlon, any entity that directly or indirectly controls, is controlled by, or is under common control with Parlon.
• “Platform” or “Services” refers collectively to Parlon’s websites, mobile applications, merchant dashboards, integrated channels, software, tools, features, and related products and services made available by Parlon.
• “Parlon Channels” refers to any digital channels created, developed, operated, or made available by Parlon, whether public or restricted, including websites, mobile applications, dashboards, and integrated third-party platforms.

Merchant Partner–Related Definitions

• “Merchant Partner” refers to an independent third-party salon, clinic, studio, spa, or wellness service provider that has agreed to these Terms and is authorized to list, offer, promote, and accept bookings and/or payments for its services through the Platform, with such services performed independently by the Merchant Partner outside of the Platform.
• “Merchant Partner Center” refers to the software interface, dashboard, or administrative panel made available by Parlon to a Merchant Partner and accessible by its Authorized Administrators for managing listings, content, bookings, transactions, configurations, and access to Merchant Partner Services.
• “Authorized Administrator” refers to any individual designated and authorized by a Merchant Partner to access and use the Merchant Partner Center on its behalf.
• “Merchant Parlon Page” refers to the publicly accessible profile of a Merchant Partner on the Platform, which may include information such as overview, locations or branches, operating hours, contact details, photos, promotions, and Service Menu.
• “Merchant Partner Services” refers to the collection of software tools, platform features, dashboards, functionalities, and related services made available by Parlon to Merchant Partners through the Platform, which may include both free and paid features, as determined by Parlon from time to time.
• “Paid Services” refers to any Merchant Partner Services or features that are subject to fees, charges, subscriptions, usage-based pricing, commissions, or other commercial terms, as disclosed through the Platform, the Merchant Partner Center, or a separate agreement.

Customers, Users & Contacts

• “Customer” refers to any individual who browses, seeks, books, purchases, pays for, or redeems beauty and/or wellness services offered by a Merchant Partner through the Platform.
• “Registered User” refers to any Customer who has successfully created a Parlon account through any Parlon Channel.
• “Contact” refers to any individual manually added by a Merchant Partner into the Merchant Partner Center who is not a Registered User and may or may not be a Customer.

Bookings, Buying & Payments

• “Booking” refers to the act of scheduling an appointment with a Merchant Partner through the Platform.
• “Booking Request” refers to a request made by a Customer through the Platform to schedule an appointment or service with a Merchant Partner.
• “Pending Booking” refers to a Booking Request that has not yet been confirmed, declined, or otherwise acted upon by the Merchant Partner.
• “Confirmed Booking” refers to a Booking Request that has been accepted or confirmed by the Merchant Partner.
• “Action” refers to any act taken by a Merchant Partner in response to a Booking Request, including confirmation, cancellation, rescheduling, or non-response.
• “Buying” or “Purchase” refers to the act of purchasing an E-Voucher, Gift Code, prepaid service, or other purchasable entitlement through the Platform.
• “Transaction” or “Transact” refers collectively to the acts of booking, purchasing, paying for, or redeeming services between a Customer and a Merchant Partner through the Platform.

Pre-Payment & Merchant Rules

• “Pre-Payment” refers to any amount required by a Merchant Partner to be paid by a Customer through the Platform as a condition to confirming a Booking, which may be a partial payment or full payment, as determined solely by the Merchant Partner.
• “Downpayment” refers to a partial Pre-Payment required by a Merchant Partner prior to service performance, with any remaining balance payable in accordance with the Merchant Partner’s rules.
• “Full Payment” refers to payment of the total price of a service required by a Merchant Partner prior to service performance.
• “Cancellation Policy” refers to the rules governing cancellation, rescheduling, refunds, forfeiture, or no-shows, as independently determined and set by each Merchant Partner.

Vouchers, Codes & Gifting

• “E-Voucher” refers to an electronic voucher, prepaid service, or promotional entitlement issued by a Merchant Partner and generated through the Platform, which may be purchased and redeemed by a Customer or a designated recipient.
• “Promo Code” refers to a promotional or discount code issued by Parlon or its partners that may be entered during checkout to obtain a price reduction, promotional benefit, or complimentary entitlement, subject to applicable terms, restrictions, and validity conditions.
• “Gift Code” refers to a code or digital entitlement purchased, issued, or distributed through the Platform, including through campaigns, promotions, or events, which may be redeemed for E-Vouchers, services, or value credits, subject to applicable terms and restrictions.
• “Gifting” refers to the act of purchasing or issuing an E-Voucher, Gift Code, or other eligible entitlement through the Platform for redemption by a third-party recipient designated by the purchaser or issuer.

Rewards & Credits

“Candies” refers to promotional rewards, credits, or loyalty points issued by Parlon to Customers through various touchpoints, including campaigns, promotions, events, or goodwill gestures. Candies:

• have no cash value;
• are not legal tender, stored value, or e-money;
• are non-transferable, unless expressly permitted by Parlon; and
• may be earned, issued, used, expired, modified, suspended, or revoked in accordance with rules determined by Parlon from time to time.

Technical & Legal

• “Login Credentials” refers to the unique authentication details used by a Registered User or Authorized Administrator to access the Platform.
• “Service Menu” refers to the list or catalog of services offered by a Merchant Partner on the Platform, including service names, prices, descriptions, and related details.
• “Marks” refers collectively to trademarks, service marks, trade names, logos, and branding elements owned by or licensed to a party.
• “QR Code” refers to a machine-readable, two-dimensional code capable of storing or linking to digital information.
• “SaaS” refers to Software-as-a-Service, meaning software delivered over the internet rather than installed locally.
• “Applicable Law” refers to all laws, regulations, rules, ordinances, codes, and governmental requirements applicable to a party in its relevant jurisdiction.
• “Privacy Notice” refers to Parlon’s published privacy policy governing the collection, use, and processing of personal data.
• “Terms” refers to these Parlon Terms of Service, as amended from time to time.

3.1. Access to Merchant Partner Services.

Parlon provides Merchant Partners with access to the Merchant Partner Center for the purpose of managing business data and using Merchant Partner Services in connection with the Platform. Subject to these Terms, Merchant Partner Services may include tools and features for bookings and scheduling, customer and contact management, content management, promotional tools, prepaid services and E-Vouchers, payment facilitation (where enabled), reporting and analytics, and other operational, marketing, or business support functionalities.

3.2. Feature Scope and Availability.

Merchant Partner Services may consist of free features and Paid Services. The availability, scope, functionality, pricing, limitations, and commercial structure of Merchant Partner Services may vary based on jurisdiction, regulatory requirements, service tier, product configuration, risk profile, or other criteria determined by Parlon, as disclosed through the Platform, the Merchant Partner Center, or a separate written agreement.

3.3. No Exclusivity.

Unless expressly agreed in writing, nothing in these Terms shall be construed as granting exclusivity to either Parlon or the Merchant Partner, nor restricting either party from engaging in similar or competing services.

3.4. No Guarantee of Feature Continuity.

Merchant Partners acknowledge that no specific feature, module, functionality, integration, or service configuration is guaranteed to be available indefinitely, and that continued access to particular Merchant Partner Services may be subject to change in accordance with Section 4 (Modifications and Changes).

4.1. Platform Evolution.

Parlon may, at its sole discretion and at any time, add, remove, suspend, modify, enhance, restructure, or discontinue any aspect of the Platform or Merchant Partner Services, whether in whole or in part, including features, modules, functionality, integrations, service tiers, or technical requirements.

4.2. Effectivity of Changes.

Such changes may take effect immediately or at such time as Parlon may determine. Parlon shall have no obligation to provide prior notice, except where required by Applicable Law.

4.3. Merchant Remedies.

If a Merchant Partner does not agree with a modification or change that materially affects its use of the Platform, the Merchant Partner’s sole remedy is to discontinue use of the affected portion of the Platform or to terminate its relationship with Parlon in accordance with Section 19 (Termination).

5.1 Paid Services.

Certain Merchant Partner Services constitute paid or monetized services (“Paid Services”) and may be subject to subscription fees, usage-based fees, transaction-based fees, commissions, merchant discount rates (MDR), promotional fees, or other charges, as disclosed through the Platform, the Merchant Partner Center, onboarding materials, or a separate written agreement.

5.2 Pricing Basis and Transparency.

Fees and pricing mechanisms applicable to Paid Services are designed to be reasonable, transparent, market-based, and proportionate to the nature, scope, and cost of the services provided. Pricing structures may vary depending on the Merchant Partner’s location, enabled features, transaction volume, service tier, risk profile, or applicable regulatory requirements.

5.3 Payment Obligations.

Merchant Partners must pay all applicable Fees in accordance with Parlon’s billing instructions, payment methods, and timelines. Access to Paid Services may be enabled, limited, suspended, or terminated depending on payment status, account standing, or compliance requirements.

5.4 Changes to Fees and Pricing.

Parlon may revise Fees, pricing structures, or charging mechanisms from time to time. Where commercially reasonable or required by Applicable Law, Parlon will provide notice through the Merchant Partner Center, email, or other reasonable means. Continued use of Paid Services after the effective date of any change constitutes acceptance of the revised Fees.

5.5 Taxes and Charges.

Except where required by Applicable Law or expressly stated otherwise in writing, all Fees are exclusive of applicable taxes, duties, levies, or withholdings, which shall be borne by the Merchant Partner. Parlon may add, collect, deduct, or withhold taxes where required or permitted by Applicable Law, without assuming the Merchant Partner’s tax obligations.

5.6 No Guaranteed Pricing or Feature Entitlement.

Availability of specific pricing, fee structures, discounts, or Paid Services is not guaranteed and may change based on jurisdiction, regulatory environment, service configuration, or business considerations. Nothing in these Terms obligates Parlon to maintain any specific pricing model or service tier.

6.1 Global Eligibility and Self-Signup.

Merchant Partners may onboard through Parlon’s self-signup flows or other onboarding processes made available by Parlon from time to time. To onboard, a Merchant Partner must be a legally operating business or service provider authorized to offer beauty, wellness, or related services in its jurisdiction.

6.2 Region-Based Availability of Services and Features.

Parlon operates as a global platform. The availability, scope, pricing, and functionality of Parlon Services, including listing features, booking tools, payment facilitation, E-Vouchers, subscriptions, analytics, or other Merchant Partner Services, may vary by country, region, regulatory environment, product tier, or service configuration.

Merchant Partners acknowledge that not all features may be available in all jurisdictions and that Parlon may enable, limit, modify, or restrict services on a regional or jurisdictional basis.

6.3 Risk-Based Onboarding and Due Diligence.

Parlon applies a risk-based onboarding, verification, and monitoring approach that may differ depending on the Merchant Partner’s location, nature of business, services offered, transaction volume, payment features enabled, and regulatory requirements.

Parlon may, at its discretion, request additional documents, impose onboarding conditions, or restrict access to certain features based on its risk and compliance assessments.

6.4 Accuracy of Information.

Merchant Partners represent and warrant that all information submitted during onboarding and thereafter is true, accurate, complete, current, and not misleading. Merchant Partners shall promptly update such information through the Platform when changes occur.

6.5 Account Security.

Merchant Partners are solely responsible for safeguarding Login Credentials, maintaining access controls, and preventing unauthorized access. Parlon is not liable for any loss or damage arising from unauthorized account access resulting from a Merchant Partner’s failure to secure its credentials.

6.6 No Guaranteed Approval.

Parlon reserves the right to approve, reject, suspend, or revoke Merchant Partner applications or accounts at any time, for any reason, and without liability.

7.1 Merchant Partner Center Access.

Parlon grants each approved Merchant Partner a limited, non-exclusive, non-transferable, revocable license to access and use the Merchant Partner Center solely for managing its business data, listings, bookings, transactions, and access to Merchant Partner Services.

7.2 Authorized Administrators.

Merchant Partners may designate Authorized Administrators to access and operate the Merchant Partner Center on their behalf. Merchant Partners are fully responsible for all acts and omissions of their Authorized Administrators, including compliance with these Terms.

7.3 Credential Security.

Merchant Partners shall ensure that Login Credentials are not shared, reused, or disclosed to unauthorized persons. Parlon shall have no liability for unauthorized access arising from compromised credentials, weak passwords, or shared accounts.

7.4 Public Content Responsibility.

All content displayed on a Merchant Partner’s Merchant Parlon Page, including descriptions, images, prices, promotions, and service offerings, is the sole responsibility of the Merchant Partner. Merchant Partners warrant that such content is lawful, accurate, not misleading, and does not infringe third-party rights.

7.5 Platform Right to Remove Content.

Parlon reserves the right, but has no obligation, to review, moderate, edit, disable, or remove any Merchant Partner content that violates these Terms, Applicable Law, or Parlon’s policies, or that poses legal, regulatory, or reputational risk.

8.1 Booking Facilitation.

Parlon provides technology tools that enable Customers to submit Booking Requests to Merchant Partners. Parlon does not guarantee availability, confirmation, or service performance.

8.2 Merchant Partner Responsibility.

Merchant Partners are solely responsible for responding to Booking Requests, confirming or declining bookings, managing schedules, and performing services. Failure to respond promptly may affect visibility, reputation, or access to Platform features.

8.3 Customer Responsibility.

Customers are responsible for providing accurate booking information, honoring confirmed appointments, and complying with Merchant Partner policies, including cancellation and no-show rules.

8.4 No Agency.

Parlon does not act as an agent, representative, or intermediary for either Merchant Partners or Customers with respect to bookings. The contractual relationship exists solely between the Customer and the Merchant Partner.

8.5 Pre-Payment and Cancellation.

Where Pre-Payment is required, the terms, conditions, refund rules, and cancellation policies are determined solely by the Merchant Partner. Parlon does not control or guarantee refund policies.

9.1 Account Creation.

Customers may create a Parlon account to access enhanced Platform features, including booking history, saved preferences, loyalty rewards, and personalized recommendations.

9.2 Accuracy of Information.

Customers represent and warrant that all information provided during registration is true, accurate, complete, and current. Customers shall promptly update such information when changes occur.

9.3 Account Security.

Customers are solely responsible for maintaining the confidentiality of their Login Credentials and for all activities that occur under their account. Parlon shall not be liable for any loss arising from unauthorized account access.

9.4 One Account Per Person.

Each Customer may maintain only one active account. Parlon may suspend or terminate duplicate accounts without notice.

9.5 Guest Transactions.

Certain Platform features may be available to non-registered users (guests). Guest transactions are subject to these Terms.

10.1 Nature of E-Vouchers.

E-Vouchers are digital entitlements issued by Merchant Partners through the Platform, representing a prepaid right to receive specified services from the issuing Merchant Partner. E-Vouchers are not issued by Parlon and do not represent obligations of Parlon.

10.2 Merchant Partner Responsibility.

Merchant Partners are solely and exclusively responsible for honoring, fulfilling, and servicing all E-Vouchers they issue. Parlon does not guarantee availability, quality, or performance of services underlying E-Vouchers.

10.3 Validity and Expiration.

E-Voucher validity periods are determined by the issuing Merchant Partner, subject to Applicable Law. Expired E-Vouchers may not be extended, refunded, or honored unless required by law.

10.4 Non-Transferability.

E-Vouchers are non-transferable except where expressly permitted by the Merchant Partner or through Platform-enabled gifting features.

10.5 Gifting.

Where Gifting is enabled, the purchaser may designate a third-party recipient (“Redeemer”) to receive and redeem the E-Voucher or Gift Code. The Redeemer assumes responsibility for redemption and is subject to these Terms.

10.6 No Cash Value.

E-Vouchers have no cash value and are not redeemable for cash, credit, or refund except where required by Applicable Law.

10.7 Risk of Loss.

Customers and Redeemers bear the risk of loss, theft, or unauthorized use of E-Voucher codes. Parlon is not responsible for replacing lost or stolen codes.

10.8 Platform Facilitation Only.

Parlon’s role is limited to providing technology infrastructure for E-Voucher issuance, distribution, and redemption tracking. Parlon does not guarantee service delivery.

10.9 Disputes.

Any disputes regarding E-Voucher validity, redemption, or service quality must be resolved directly between the Customer/Redeemer and the Merchant Partner.

10.10 Promo Codes.

Promo Codes issued by Parlon are subject to specific terms, conditions, restrictions, and validity periods disclosed at the time of issuance. Parlon may modify, suspend, or discontinue Promo Codes at any time.

10.11 Service Disruption and Customer Protection.

10.11.1 Merchant Responsibility. If a Merchant Partner or any of its branches permanently or temporarily ceases operations, suspends services, closes, or is otherwise unable to honor E-Vouchers already sold (“Service Disruption”), the Merchant Partner remains fully responsible for all valid, unredeemed E-Vouchers issued prior to such Service Disruption.

10.11.2 Customer Refund Protection. Where an E-Voucher cannot be honored due to Service Disruption and redemption is no longer reasonably possible, affected Customers or Redeemers shall be entitled to a refund in accordance with Applicable Law. Parlon may facilitate such refunds to Customers to uphold consumer protection and platform integrity, without assuming service liability. Such facilitation is undertaken as a goodwill or compliance measure only and shall not be construed as Parlon assuming service performance liability or refund obligations beyond what is required by Applicable Law.

10.11.3 Merchant Reimbursement Obligation. If settlement or payout has already been made to the Merchant Partner for E-Vouchers affected by Service Disruption, the Merchant Partner shall promptly reimburse Parlon for the refunded amounts, including applicable fees, chargebacks, penalties, or processing costs.

Parlon may recover such amounts by offsetting future payouts, suspending settlements, or pursuing lawful recovery.

10.11.4 No Transfer of Liability. Service Disruption does not transfer service performance liability to Parlon. Business continuity and fulfillment remain the Merchant Partner’s sole responsibility.

10.11.5 Customer Communication. Parlon may notify affected Customers of Service Disruptions and available remedies based on information provided by the Merchant Partner.

10.12 Customer Acknowledgment.

By purchasing or redeeming an E-Voucher, Customers acknowledge that:

1. Parlon is not the service provider;
2. the Merchant Partner is solely responsible for service fulfillment; and
3. Parlon’s role is limited to platform facilitation.

11.1 Limited Payment Facilitation Role.

Where payment facilitation is enabled, Parlon may collect payments from Customers on behalf of Merchant Partners strictly as a limited payment facilitator, platform intermediary, or marketplace operator, and not as the seller, service provider, or agent of the Merchant Partner. For the avoidance of doubt, Parlon’s payment facilitation role does not create a commercial agency, fiduciary, or representative relationship with respect to Merchant Partner services.

11.2 Disclosure of Commercial Terms.

Transaction fees, commissions, merchant discount rates (MDR), subscription fees, settlement schedules, payout timing, payout methods, and related commercial terms shall be disclosed through the Platform, the Merchant Partner Center, onboarding materials, or a separate written agreement. Such terms may vary by jurisdiction, product, service type, or regulatory requirements.

11.3 Settlement Mechanics.

Parlon may deduct applicable platform fees, commissions, MDRs, subscription charges, regulatory withholdings, refunds, chargebacks, reversals, adjustments, penalties, or other lawful deductions from gross transaction amounts prior to settlement. Only undisputed and successful transactions, net of applicable deductions, shall be eligible for payout to the Merchant Partner.

11.4 Merchant Responsibility for Taxes and Invoicing.

Merchant Partners remain solely and exclusively responsible for:

• issuing Official Receipts and/or Service Invoices to Customers for services rendered, prepaid, booked, or redeemed through the Platform;
• declaring service income and filing all required tax returns;
• paying all applicable taxes, duties, assessments, and government charges; and
• complying with all financial, tax, consumer, and e-commerce laws applicable to their services.

Parlon does not issue Official Receipts or Service Invoices for Merchant Partner services.

11.5 Parlon Receipts to Merchant Partners.

Parlon shall issue its own Official Receipts and/or tax invoices to Merchant Partners solely for fees payable to Parlon, including commissions, transaction fees, MDRs, subscription fees, premium services, and other Paid Services. Such receipts evidence payment for Parlon’s platform services only and do not constitute receipts for Merchant Partner services.

11.6 Merchant Tax Information; Accuracy and Updates.

Merchant Partners represent, warrant, and undertake that all tax registration details, business information, banking details, and statutory data submitted to Parlon during onboarding or thereafter are true, accurate, complete, and current. Merchant Partners shall promptly update such information through the Platform when changes occur. Parlon shall not be responsible for errors, delays, penalties, reissuance limitations, or compliance failures arising from incorrect, outdated, or incomplete information provided by the Merchant Partner.

11.7 Withholding, Adjustments, and Chargebacks.

Where required or permitted by Applicable Law or regulatory guidance, Parlon may withhold, deduct, adjust, or reserve amounts from settlements in respect of withholding taxes, refunds, reversals, disputed transactions, chargebacks, penalties, or regulatory requirements. Any resolution of service-related disputes, refunds, or chargebacks shall be between the Customer and the Merchant Partner.

11.8 Refunds, Chargebacks, and Merchant Recovery.

Where Parlon facilitates refunds, chargebacks, reversals, or customer reimbursements arising from Merchant Partner service failures, branch closures, cessation of operations, or inability to honor E-Vouchers after settlement or payout, the Merchant Partner shall fully reimburse Parlon for all refunded amounts, including transaction fees, chargeback costs, penalties, and administrative expenses.

Parlon may deduct such amounts from future payouts, suspend settlements, or recover the same through lawful means. Merchant Partners acknowledge that settlement does not extinguish refund or service obligations. Merchant Partners expressly waive any defense based on prior settlement, payout completion, or passage of time with respect to refund or reimbursement obligations arising from unfulfilled services.

11.9 No Guarantee of Settlement Timing.

Settlement timing and payout schedules are subject to successful transaction completion, dispute resolution, regulatory requirements, banking processes, and compliance checks. Parlon does not guarantee fixed payout dates unless expressly agreed in writing.

11.10 OPS-MAL and Regulatory Status.

Merchant Partners acknowledge that Parlon operates as a regulated platform and payment intermediary where applicable and may be subject to supervisory, reporting, and compliance obligations imposed by regulatory authorities, including the Bangko Sentral ng Pilipinas (BSP) and tax authorities.

11.11 No Assumption of Merchant Obligations.

Nothing in this Section shall be construed as Parlon assuming the Merchant Partner’s tax, invoicing, licensing, consumer, or regulatory obligations, or as creating an agency, seller, or service provider relationship between Parlon and Customers.

11.12 Payment Processing and Card Security.

Where online or electronic payments are enabled, payments are processed through third-party payment service providers or gateways authorized and contracted by Parlon from time to time (each, a “Payment Processor”).

Customers may be required to provide credit card, debit card, e-wallet, bank, or other payment method information (“Payment Information”) directly to the applicable Payment Processor. Parlon does not collect, store, process, or retain Payment Information and does not have access to full card numbers, security codes, or authentication credentials.

Payment Information is handled exclusively by the Payment Processor in accordance with its own terms, privacy policies, and security standards. Payment Processors are required to comply with applicable payment industry standards, including the Payment Card Industry Data Security Standard (PCI-DSS) or equivalent security frameworks.

To the maximum extent permitted by Applicable Law, Parlon shall not be liable for any breach, unauthorized access, loss, delay, failure, or error arising from the Payment Processor’s systems, services, or security controls.

11.13 Future Laws, Regulatory Changes, and Mandatory Compliance.

11.13.1 Regulatory Evolution. Merchant Partners acknowledge that laws, regulations, issuances, rules, and official interpretations governing electronic marketplaces, digital platforms, payment facilitation, taxation, withholding, invoicing (including electronic invoicing), reporting, consumer protection, and financial services may be issued, amended, clarified, or implemented from time to time by competent authorities, including but not limited to the Bureau of Internal Revenue (BIR), Bangko Sentral ng Pilipinas (BSP), National Privacy Commission (NPC), and other government agencies.

11.13.2 Mandatory Adjustments. Parlon reserves the right, and is hereby authorized, to modify, adjust, restructure, or implement changes to payment flows, settlement schedules, payout computations, deductions, withholdings, documentation requirements, reporting processes, or operational procedures as may be necessary to comply with Applicable Law or regulatory requirements.

11.13.3 No Breach or Liability. Any adjustment, delay, deduction, withholding, or restructuring made by Parlon in good-faith compliance with Applicable Law shall not constitute a breach of these Terms, a reduction of agreed compensation, or grounds for claims, damages, penalties, or termination.

11.13.4 Merchant Cooperation. Merchant Partners shall provide timely cooperation, documentation, confirmations, and updated information as may be required to support regulatory compliance, including tax, invoicing, and reporting obligations.

11.13.5 Risk Allocation. Any financial impact arising from changes in Applicable Law shall be borne by the Merchant Partner to the extent attributable to its services, transactions, or tax obligations. Parlon shall not be liable for losses resulting from mandatory regulatory compliance.

12.1 Independent Compliance Obligations.

Each party acknowledges and agrees that it is independently responsible for compliance with all applicable data protection, privacy, and cybersecurity laws, regulations, and issuances (“Applicable Data Protection Laws”), including, as applicable, the Philippine Data Privacy Act of 2012 and its Implementing Rules and Regulations, issuances of the National Privacy Commission (“NPC”), the Internet Transactions Act of the Philippines, the General Data Protection Regulation (EU) 2016/679 (“GDPR”), and any similar or successor laws in jurisdictions where the Platform or Services are accessed or used.

12.2 Role of Parlon.

Parlon acts as an independent Personal Information Controller with respect to Personal Information it collects and processes for its own legitimate platform, operational, compliance, security, risk-management, and business purposes, as further described in the Privacy Notice.

In providing Merchant Partner Services and Platform infrastructure, Parlon may also act as a Personal Information Processor solely to the extent necessary to provide software-as-a-service tools, hosting, storage, analytics, communications, payment facilitation, customer support, security monitoring, and related technical services.

12.3 Role and Responsibility of Merchant Partners.

Merchant Partners act as independent Personal Information Controllers with respect to all Personal Information relating to Customers, Contacts, Redeemers, or other individuals that they collect, input, access, use, store, disclose, or otherwise process through the Platform, whether directly or via the Merchant Partner Center. Merchant Partners bear full responsibility for ensuring that such processing complies at all times with Applicable Data Protection Laws.

Without limitation, Merchant Partners shall:

• implement appropriate organizational, physical, and technical security measures to protect Personal Information against unauthorized access, disclosure, alteration, loss, misuse, or destruction, in accordance with Applicable Data Protection Laws and minimum information security standards issued by relevant authorities, including the NPC;
• strictly refrain from collecting, storing, processing, or inputting Sensitive Personal Information or Personal Information of minors through the Platform unless expressly permitted by Applicable Law and supported by a valid legal basis, consent, and safeguards;
• ensure that all Personal Information submitted to or processed through the Platform has been lawfully obtained and that all required notices, consents, authorizations, and legal bases for processing have been properly secured;
• use Personal Information solely for legitimate, disclosed, and lawful purposes directly related to the Merchant Partner’s services and transactions with Customers.

12.4 No Assumption of Merchant Partner Liability by Parlon.

Parlon does not monitor, validate, or control how Merchant Partners collect, use, store, or otherwise process Personal Information. To the maximum extent permitted by Applicable Law, Parlon shall not be responsible or liable for any violation of Applicable Data Protection Laws committed by a Merchant Partner, its Authorized Administrators, employees, contractors, or agents, including any unauthorized processing, misuse, or disclosure of Personal Information.

12.5 Data Breach and Security Incident Notification.

In the event of any actual or suspected personal data breach, unauthorized access, security incident, or compromise involving Personal Information processed by or on behalf of a Merchant Partner, the Merchant Partner shall notify Parlon without delay and, where practicable, within twenty-four (24) hours of becoming aware of such incident, and in any case within the period required by Applicable Data Protection Laws. The Merchant Partner shall fully cooperate with Parlon in investigation, containment, mitigation, remediation, and any required regulatory or data subject notifications.

12.6 Regulatory Notices and Cooperation.

If either party receives an inquiry, order, complaint, investigation notice, or directive from the NPC or any other data protection authority relating to Personal Information processed in connection with the Platform, such party shall promptly notify the other, unless prohibited by law. The Merchant Partner shall provide reasonable cooperation as may be required to address such matter.

12.7 Privacy Notice; Subprocessors.

Merchant Partners acknowledge and agree that Parlon’s collection, use, processing, storage, disclosure, and transfer of Personal Information are governed by the Privacy Notice, which forms an integral part of these Terms. To the extent Parlon engages third-party service providers (including hosting, cloud infrastructure, storage, analytics, communications, security, customer support, and payment processors) to operate or deliver the Platform, Merchant Partners authorize Parlon to engage such providers as subprocessors and to disclose Personal Information to them strictly as necessary for Platform operation, security, compliance, and service delivery, subject to appropriate safeguards required by Applicable Data Protection Laws.

12.8 Platform Access for Operations and Compliance.

Merchant Partners acknowledge that Parlon may access data and content processed through the Platform to the extent reasonably necessary for Platform operation, technical support, fraud prevention, security monitoring, analytics, compliance, dispute handling, quality assurance, and risk management, in accordance with the Privacy Notice and Applicable Data Protection Laws.

12.9 Survival and Risk Allocation.

The obligations under this Section shall survive termination of these Terms. Merchant Partners expressly acknowledge that any compliance failures, penalties, claims, damages, regulatory sanctions, or liabilities arising from their data processing activities shall be borne solely by the Merchant Partner and shall not transfer liability to Parlon.

13.1 General Conduct.

All Users, Customers, and Merchant Partners agree to use the Platform responsibly, ethically, and in good faith, and in compliance with these Terms and all Applicable Law. Any misuse of the Platform that undermines trust, safety, legality, or platform integrity is strictly prohibited.

13.2 Prohibited Conduct – Customers and Users.

Without limitation, Customers and Users shall not:

• place bogus, fraudulent, abusive, malicious, or bad-faith Booking Requests, including bookings made with no genuine intent to avail of services;
• impersonate any person, misrepresent identity, or provide fictitious, misleading, or false personal information;
• submit inaccurate, incomplete, misleading, false, or outdated information in connection with any transaction;
• share, sell, transfer, or allow third-party use of Login Credentials;
• use the Platform for any unlawful purpose, illegal activity, or conduct that violates consumer protection, anti-fraud, or e-commerce laws;
• harass, threaten, intimidate, abuse, or use offensive, discriminatory, obscene, or sexually explicit language or behavior toward Merchant Partners, Parlon personnel, or other Users;
• attempt to gain unauthorized access to the Platform, other accounts, or systems connected to the Platform;
• engage in scraping, data harvesting, automated querying, or extraction of Platform data without authorization;
• interfere with Platform security, performance, or functionality; or
• engage in any conduct that may damage, disable, overburden, or impair the Platform or interfere with other parties’ use.

13.3 Prohibited Conduct – Merchant Partners.

Without limitation, Merchant Partners shall not:

• list, offer, or promote services that are illegal, fraudulent, deceptive, unsafe, or harmful;
• publish false, misleading, or inaccurate content, pricing, or availability information;
• engage in bait-and-switch, deceptive advertising, or unfair trade practices;
• use the Platform to collect Customer data for purposes unrelated to their services or in violation of privacy laws;
• circumvent, manipulate, or interfere with Platform mechanisms, algorithms, or policies;
• submit fabricated reviews, ratings, or feedback;
• use trademarks, branding, or intellectual property of third parties without authorization; or
• engage in conduct that undermines platform integrity, consumer trust, or Parlon’s reputation.

13.4 Enforcement.

Parlon may investigate suspected violations and take appropriate action, including warnings, content removal, account suspension, termination, reporting to authorities, or pursuit of legal remedies.

14.1 User Representations.

By accessing or using the Platform, you represent and warrant that:

• you have the legal capacity and authority to enter into these Terms;
• all information you provide is true, accurate, complete, and current;
• you will comply with all Applicable Law; and
• your use of the Platform will not violate any rights of third parties.

14.2 Merchant Partner Representations.

Each Merchant Partner additionally represents and warrants that:

• it is a legally operating business authorized to provide the services it offers;
• it holds all required licenses, permits, and authorizations;
• its services comply with all applicable health, safety, consumer protection, and professional standards;
• it has authority to bind its business to these Terms; and
• its content does not infringe any third-party rights.

14.3 No Parlon Warranties Regarding Merchant Partners.

Parlon does not warrant, endorse, guarantee, or assume responsibility for any Merchant Partner, its services, qualifications, licensing, or compliance.

15.1 Availability.

Parlon endeavors to maintain Platform availability but does not guarantee uninterrupted, error-free, or secure access. The Platform may be subject to scheduled maintenance, upgrades, or unplanned outages.

15.2 No SLA Unless Agreed.

Unless expressly agreed in a separate written agreement, Parlon does not commit to specific service levels, uptime guarantees, or response times.

15.3 Modifications.

Parlon may modify, suspend, or discontinue any aspect of the Platform at any time without liability, subject to Section 4 (Modifications and Changes).

16.1 “As Is” Basis.

THE PLATFORM AND ALL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

16.2 No Warranty of Results.

Parlon does not warrant that the Platform will meet your requirements, that results obtained will be accurate or reliable, or that any errors will be corrected.

16.3 Third-Party Services.

Parlon disclaims all liability for third-party services, including Merchant Partner services, payment processors, and integrated platforms.

16.4 Mandatory Law.

This Section does not exclude warranties that cannot be excluded under Applicable Law.

17.1 Exclusion of Damages.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PARLON SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, ARISING FROM OR RELATED TO THESE TERMS OR THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY.

17.2 Exclusion of Merchant Partner Liability.

Parlon shall not be liable for any claims, damages, losses, or liabilities arising from Merchant Partner services, content, conduct, or failures, including service quality, cancellations, refunds, or consumer disputes.

17.3 Platform Role Acknowledgment.

Users and Merchant Partners acknowledge that Parlon’s role is limited to providing technology infrastructure and that Parlon shall not be deemed the seller, service provider, agent, employer, or representative of any Merchant Partner and shall not incur vicarious, contributory, secondary, or intermediary liability.

17.4 Liability Cap.

If Parlon is held liable notwithstanding the foregoing, its total aggregate liability shall not exceed the total fees actually paid to Parlon by the affected party for the specific Service giving rise to the claim during the twelve (12) months preceding the event.

17.5 Mandatory Law Exception.

This Section does not limit liability that cannot be excluded under Applicable Law.

18.1 Indemnity Obligation.

You agree to indemnify, defend, and hold harmless Parlon, its affiliates, directors, officers, employees, and agents from and against any and all claims, actions, investigations, demands, penalties, fines, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or relating to:

1. your violation of these Terms or Applicable Law;
2. Merchant Partner services, content, pricing, promotions, cancellations, refunds, or consumer disputes;
3. failure to issue Official Receipts or Service Invoices or comply with tax, withholding, or reporting laws;
4. actual or alleged infringement, misuse, or unauthorized use of third-party intellectual property or Marks;
5. data protection, privacy, or cybersecurity violations attributable to you;
6. cease-and-desist letters, audits, investigations, or enforcement actions arising from your content or conduct; or
7. any claim seeking to impose vicarious, contributory, or intermediary liability on Parlon.

18.2 Defense and Settlement Control.

Parlon may assume control of the defense and settlement of any indemnified matter without relieving you of your obligations.

18.3 Survival.

This Section survives termination, suspension, or cessation of Platform use.

Nothing in these Terms limits mandatory consumer rights under Applicable Law.

19.1 Termination and Suspension Rights.

Parlon may, at its sole discretion and without liability, suspend, restrict, or terminate access to the Platform, Parlon Channels, Merchant Partner Center, or Services, in whole or in part, for any User, Customer, or Merchant Partner, with or without notice, if Parlon reasonably determines that:

1. these Terms or Applicable Law have been violated;
2. there is fraud, misrepresentation, deceptive conduct, or abuse of the Platform;
3. the conduct poses risk to consumers, Merchant Partners, Parlon, regulators, or third parties;
4. required information is false, misleading, outdated, or incomplete; or
5. continued access may result in legal, regulatory, financial, security, or reputational harm.

19.2 Consumer and User Accounts.

Parlon may suspend or terminate Customer or User accounts for unacceptable, abusive, fraudulent, or bad-faith conduct, including but not limited to bogus bookings, false complaints, harassment, or misuse of Platform features. Parlon has no obligation to provide prior notice where immediate action is warranted.

19.3 Merchant Partner Termination.

Merchant Partner Services may be terminated by either Parlon or the Merchant Partner in accordance with these Terms.

19.4 Merchant-Initiated Termination.

A Merchant Partner may request termination by submitting a written request via email, signed by its duly authorized Official Representative. Termination shall be effective only upon written confirmation by Parlon.

19.5 Termination for Cause; Forfeiture.

Parlon may immediately terminate Merchant Partner Services for cause, including misrepresentation, illegal listings, regulatory non-compliance, consumer harm, or violation of these Terms. In such cases, all fees paid shall be forfeited in favor of Parlon, without prejudice to other remedies.

19.6 Effect of Termination.

Upon termination:

1. all licenses and access rights are revoked;
2. Merchant Partner Center access is deactivated;
3. Merchant Partner Pages may be unpublished or removed; and
4. obligations relating to outstanding bookings, vouchers, data protection, tax compliance, indemnities, and liabilities shall survive.

19.7 Data Retention and Deletion.

Merchant Partners are responsible for retaining copies of their data prior to termination. Subject to Applicable Law, Parlon may delete Merchant Partner data following termination and does not guarantee post-termination retrieval.

19.8 No Waiver of Rights.

Termination or suspension does not limit Parlon’s right to pursue legal, regulatory, or equitable remedies.

20.1 Parlon Intellectual Property.

All software, systems, source code, architecture, databases, user interfaces, designs, text, graphics, logos, trademarks, service marks, trade names, workflows, and other intellectual property embodied in or used in connection with the Platform (collectively, the “Parlon IP”) are owned by or licensed to Parlon. Except as expressly provided in these Terms, no rights or licenses are granted to any party with respect to the Parlon IP.

20.2 Merchant Partner Content Ownership.

As between Parlon and the Merchant Partner, all content, materials, information, images, videos, text, pricing, descriptions, service menus, trademarks, service marks, logos, and branding elements submitted, uploaded, or displayed by a Merchant Partner through the Platform (“Merchant Content”) remain the property of the Merchant Partner or its respective licensors.

20.3 License Granted by Merchant Partners.

Each Merchant Partner grants Parlon a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to host, store, cache, reproduce, modify (for formatting and technical compatibility), display, publish, distribute, communicate, and otherwise use Merchant Content and Merchant Partner Marks:

1. to operate, maintain, secure, and improve the Platform;
2. to enable discovery, booking, purchasing, redemption, analytics, and reporting;
3. for marketing, promotional, editorial, press, and commercial purposes relating to the Platform; and
4. for compliance with legal, regulatory, audit, enforcement, and risk-management requirements.

20.4 License to Use Parlon Marks.

Subject to these Terms, Parlon grants Merchant Partners a limited, revocable, non-exclusive, non-transferable, royalty-free license to use Parlon’s trademarks and branding solely for purposes of identifying participation in the Platform. No other rights are granted, and all goodwill accrues exclusively to Parlon.

20.5 Consumer Use Restrictions.

Customers and Users may not copy, reproduce, distribute, modify, create derivative works from, publicly display, or commercially exploit any Platform content without Parlon’s prior written consent.

20.6 AI Training, Analytics, and Platform Improvement.

Parlon may use aggregated, anonymized, and/or de-identified data, metadata, usage patterns, and content signals derived from Platform activity (excluding Personal Information except as permitted under the Privacy Notice) for analytics, business intelligence, machine learning, artificial intelligence, fraud detection, platform optimization, product development, and service improvement. Such use shall not identify Merchant Partners or Customers individually unless lawfully permitted.

20.7 Merchant Partner Warranties.

Each Merchant Partner represents, warrants, and undertakes that:

1. it owns or has secured all necessary rights, licenses, permissions, and authorizations to use, publish, and display all Merchant Content and Merchant Partner Marks;
2. Merchant Content does not infringe or misappropriate any copyright, trademark, trade name, trade dress, patent, publicity right, or other proprietary right of any third party;
3. all statements, claims, and representations made through Merchant Content are lawful, accurate, and not misleading; and
4. Merchant Content complies with all Applicable Law.

20.8 No Agency; No Control Over Merchant Content.

Merchant Partners acknowledge that Parlon does not create, originate, edit, approve, or control Merchant Content and does not act as an agent, representative, distributor, or endorser of Merchant Partners or their content. Merchant Content is published solely at the direction and responsibility of the Merchant Partner.

20.9 Indemnification for IP and Content Claims.

Each Merchant Partner shall indemnify, defend, and hold harmless Parlon and its affiliates from any claim, demand, notice, investigation, liability, damage, loss, cost, or expense (including legal fees) arising out of or relating to:

1. Merchant Content;
2. alleged or actual infringement or misappropriation of intellectual property rights;
3. unauthorized use of trademarks, equipment brands, or third-party materials; or
4. breach of the warranties under this Section.

20.10 Takedown and Content Dispute Procedure.

Parlon reserves the right, but has no obligation, to remove, disable, restrict, or suspend access to any Merchant Content or Merchant Partner account upon receipt of a complaint, notice, allegation, or where reasonably necessary to mitigate legal, regulatory, or reputational risk. Parlon does not adjudicate ownership or entitlement disputes between Merchant Partners and third parties.

20.10.1 No Admission; Neutral Intermediary.

Any removal, disabling, suspension, or restriction of content or access by Parlon in response to a complaint, notice, or allegation shall be undertaken solely as a platform risk-management and compliance measure and shall not constitute:

1. an admission of infringement, wrongdoing, or liability by Parlon;
2. a determination on the merits of any intellectual property dispute; or
3. evidence of authorization, control, endorsement, or agency between Parlon and any Merchant Partner.

Parlon acts solely as a neutral technology intermediary and does not assume responsibility for verifying ownership, authorization, or licensing of Merchant Partner content.

20.11 Repeat Violations.

Parlon may suspend or terminate Merchant Partners who repeatedly receive substantiated infringement complaints or otherwise pose ongoing legal or regulatory risk, without prejudice to other remedies.

20.12 Survival.

This Section shall survive termination of these Terms and any suspension or closure of accounts.

21.1 Definition.

In connection with the Platform and Services, either party (the “Disclosing Party”) may disclose or make available to the other party (the “Receiving Party”) certain non-public information, whether in written, electronic, oral, visual, or other form, including information accessed through the Platform or Merchant Partner Center, that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure (“Confidential Information”).

21.2 Confidential Information Includes.

Confidential Information may include, without limitation: pricing, commissions, fees, settlement mechanics, product roadmaps, platform features, technical documentation, security controls, business and strategic plans, marketing plans, campaigns, customer and merchant lists, performance metrics, methodologies, processes, policies, training materials, software, and other non-public commercial, operational, or technical information.

21.3 Exclusions.

Confidential Information does not include information that the Receiving Party can demonstrate:

1. is or becomes publicly available through no breach of these Terms by the Receiving Party;
2. was lawfully known to the Receiving Party prior to disclosure by the Disclosing Party;
3. is lawfully received by the Receiving Party from a third party without restriction; or
4. is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

21.4 Protection and Permitted Use.

The Receiving Party shall:

1. use Confidential Information solely as necessary to perform or receive the Services and to transact through the Platform in accordance with these Terms;
2. keep Confidential Information strictly confidential and not disclose it to any third party except to its employees, officers, professional advisers, contractors, or Authorized Administrators who have a legitimate need to know and are bound by confidentiality obligations at least as protective as these Terms; and
3. implement reasonable technical and organizational safeguards to protect Confidential Information against unauthorized access, disclosure, theft, loss, or misuse.

21.5 Compelled Disclosure.

The Receiving Party may disclose Confidential Information to the extent required by Applicable Law, court order, or a valid regulatory request, provided that (to the extent legally permitted) the Receiving Party gives the Disclosing Party prompt notice and reasonable cooperation to seek a protective order or limit disclosure.

21.6 Survival.

This Section 21 survives termination or expiration of these Terms and remains in effect for as long as the Confidential Information remains confidential, except where a different period is required by Applicable Law.

22.1 Electronic Communications and Consent.

By accessing or using the Platform, creating an account, applying to be a Merchant Partner, or otherwise using the Services, you expressly consent to receive communications from Parlon electronically, including via email, in-app notifications, SMS, push notifications, chat channels, or other electronic means. Communications may include transactional messages, onboarding communications, service updates, security alerts, account notices, reminders, invitations, newsletters, marketing or promotional materials, and regulatory or compliance-related disclosures, subject to Applicable Law.

22.2 Primary Mode of Communication; Contact Information.

Parlon will communicate primarily using the contact details you provide through the Platform, Parlon Channels, or the Merchant Partner Center. You are responsible for keeping such contact information accurate, current, and accessible at all times.

22.3 Legal Notices; Deemed Receipt.

Any notice, demand, or communication required or permitted to be given in writing under these Terms shall be deemed validly given and received when sent to the email address associated with your account or provided through the Merchant Partner Center or Parlon Channels, regardless of whether such notice is actually opened or read, or, where applicable, to contact details provided at the time of a guest transaction.

22.4 Merchant Partner Official Representative.

Each Merchant Partner represents and warrants that the Official Representative designated during onboarding, and as updated through the Merchant Partner Center, has full legal authority to bind and represent the Merchant Partner in relation to these Terms and all matters concerning the Platform. The Merchant Partner shall promptly update Parlon of any change in Official Representative and provide accurate and complete contact details. Failure to update shall not invalidate actions taken by Parlon in reliance on previously provided details.

22.5 No Assignment or Transfer by Merchant Partners.

Merchant Partners may not assign, transfer, sell, sublicense, subcontract, or otherwise dispose of their Merchant Partner status, account, or access to Merchant Partner Services, whether in whole or in part, without Parlon’s prior written consent.

22.6 Parlon’s Right to Assign.

Parlon may assign or transfer its rights and obligations under these Terms, in whole or in part, to an affiliate, successor, acquirer, or as part of a corporate reorganization, merger, sale of assets, or similar transaction, without prior notice or consent, subject to Applicable Law.

22.7 Opt-Out and Preferences.

Where required by Applicable Law, you may opt out of receiving certain promotional communications by following the unsubscribe or preference-management instructions provided. Transactional, security, legal, and compliance-related communications are not subject to opt-out.

22.8 Merchant Change of Ownership; Assignment; Outstanding Obligations.

22.8.1 No Automatic Transfer. Any change in ownership, control, management, or beneficial interest of a Merchant Partner, whether by sale of shares, sale of assets, merger, consolidation, succession, or similar transaction, does not automatically transfer the Merchant Partner’s account, rights, or obligations under these Terms.

22.8.2 Prior Written Approval Required. Any assignment, transfer, novation, or continuation of a Merchant Partner account to a new owner or entity requires Parlon’s prior written approval and completion of any required onboarding, verification, compliance, and contractual steps.

22.8.3 Liability Continuity. Unless and until Parlon expressly approves an assignment or novation in writing:

1. the original Merchant Partner remains fully liable for all obligations arising under these Terms, including fees, commissions, refunds, chargebacks, penalties, taxes, negative balances, and unpaid amounts; and
2. Parlon may continue to enforce these Terms against the original Merchant Partner notwithstanding any change in ownership or operations.

22.8.4 Settlement of Outstanding Amounts. Parlon may require settlement of all outstanding balances, payables, refunds, disputes, or liabilities as a condition to approving any assignment, transfer, or continuation of a Merchant Partner account.

22.8.5 No Waiver by Account Access. Continued use of the Platform by a new owner, operator, or representative does not constitute Parlon’s approval of an assignment, nor does it release the original Merchant Partner from liability unless expressly agreed in writing.

22.8.6 Regulatory and Risk Protection. This Section is intended to protect platform integrity, consumer interests, payment system compliance, and regulatory obligations and shall apply notwithstanding any private agreement between the Merchant Partner and a third party.

23.1 Definition.

Neither Parlon nor any other party shall be liable for any failure or delay in the performance of its obligations under these Terms (other than payment obligations already due) where such failure or delay is caused by or results from events beyond its reasonable control (“Force Majeure”), including but not limited to acts of God, natural disasters, epidemics or pandemics, acts of government or regulatory authorities, war, terrorism, civil disturbance, labor disputes or strikes, power outages, internet or telecommunications failures, payment network or banking system disruptions, supply chain interruptions, or other similar events whose occurrence and consequences could not reasonably be prevented or avoided.

23.2 Suspension of Obligations.

Upon the occurrence of a Force Majeure event, Parlon may, at its option and without liability, suspend or limit performance of affected obligations for the duration of such event, to the extent reasonably necessary.

23.3 No Breach or Liability.

Any failure, delay, suspension, or limitation of performance resulting from a Force Majeure event shall not constitute a breach of these Terms and shall not give rise to liability, damages, penalties, refunds, or termination rights, except where expressly required by Applicable Law.

23.4 Regulatory and Systemic Events.

Force Majeure events include mandatory compliance actions, regulatory suspensions, changes in law or official directives, system shutdowns, or operational restrictions imposed by competent authorities or required to manage systemic, legal, security, or financial risk.

23.5 Continuation and Resumption.

Parlon shall use commercially reasonable efforts to resume normal operations once the Force Majeure event ceases, subject to Applicable Law and regulatory requirements.

These Terms shall be governed by and construed in accordance with the laws applicable to the Parlon entity that provides the Platform or Services to you.

Where the Services are provided by Parlon Beauty and Wellness Technologies, Inc., Philippine law shall apply. Where the Services are provided by Parlon Pte. Ltd., Singapore law shall apply. For all other jurisdictions, Singapore law shall apply, without regard to conflict-of-law principles.

Before commencing formal legal proceedings, the parties shall make reasonable, good-faith efforts to resolve disputes informally, except where urgent injunctive, regulatory, or enforcement relief is required.

25.1 Severability.

If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be modified to the minimum extent necessary to make it enforceable, consistent with Applicable Law.

25.2 Non-Waiver.

Any failure or delay by Parlon to enforce any right or provision under these Terms shall not constitute a waiver of such right or provision, nor shall any single or partial exercise of any right preclude further exercise of that or any other right.

26.1 Regulatory Compliance Intent.

These Terms are intended to comply with all Applicable Law governing digital platforms, consumer protection, data privacy, electronic commerce, and related regulatory requirements.

26.2 Mandatory Rights Preserved.

Nothing in these Terms shall be interpreted to waive mandatory statutory rights. If any provision conflicts with Applicable Law, such provision shall be modified or severed to the minimum extent required for compliance, without affecting the remainder of these Terms.

26.3 Merchant Partner Responsibility Preserved.

Merchant Partners remain solely responsible for compliance with laws applicable to their services, including invoicing, pricing transparency, licensing, safety, advertising, consumer protection, and data protection obligations.

These Terms, together with the Privacy Notice and any documents, policies, schedules, order forms, pricing pages, merchant agreements, addenda, or supplemental terms expressly referenced or agreed to through the Platform (collectively, the “Agreement”), constitute the entire agreement between you and Parlon with respect to access to and use of the Platform and Services, and supersede all prior or contemporaneous agreements, discussions, or understandings relating thereto.

Notwithstanding the foregoing, where you and Parlon have entered into a separate written agreement, order form, pricing schedule, or regional addendum governing specific commercial terms (including, without limitation, commissions, merchant discount rates, settlement periods, payouts, subscriptions, or service scope), such document shall prevail in respect of the specific subject matter it governs, and these Terms shall continue to apply on a residual basis.

Except as expressly set forth in such separate agreements, these Terms shall govern all access to and use of the Platform and Services.

28.1 Business Transfers.

Parlon may, in connection with a merger, acquisition, corporate reorganization, consolidation, sale of equity, sale of assets, or similar transaction (a “Corporate Transaction”), transfer or assign its rights and obligations under these Terms, in whole or in part, to a successor entity or acquirer, without requiring further consent, subject to Applicable Law.

28.2 Continuity of Platform and Services.

In the event of a Corporate Transaction, these Terms shall continue to bind Users and Merchant Partners, and any successor entity shall be deemed substituted for Parlon for purposes of these Terms, without interruption to Platform access, Merchant Partner Services, or Customer accounts, to the extent commercially and legally feasible.

28.3 Data Transition and Privacy Compliance.

Personal Information, Merchant data, transaction records, and Platform data may be transferred to a successor entity as part of a Corporate Transaction, strictly for purposes of continuing Platform operations, servicing Users and Merchant Partners, compliance, and legitimate business continuity, and always subject to the Privacy Notice and Applicable Data Protection Laws.

Parlon shall not sell Personal Information as a standalone asset, and any transfer shall be effected with appropriate safeguards, confidentiality protections, and regulatory compliance.

28.4 No Expansion of Rights.

Any successor entity shall be bound by substantially similar obligations relating to data protection, confidentiality, consumer protection, and Platform governance, and shall not obtain greater rights to Personal Information than those held by Parlon immediately prior to the Corporate Transaction.

28.5 Merchant and User Acknowledgment.

By continuing to access or use the Platform, Merchant Partners and Users acknowledge and agree that such Corporate Transactions may occur and that the continuity of Platform services and contractual relationships is a legitimate and necessary aspect of operating a global technology platform.

28.6 Regulatory Savings.

Nothing in this Section limits mandatory rights under Applicable Law or obligations imposed by data protection, consumer protection, or financial regulatory authorities.