Terms of Use

The sloyalty.com website (the “Website”) is comprised of various web pages operated by Visual Squares LTD (the “Company”, “us” or “we”). The Website and any other application, software or service offered through the Website and/or by Company related to the Website (collectively, together with the Website, the “Services”) is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the “Terms”). Your use of the Website or Services constitutes your agreement to all such Terms. Please read these terms carefully, and keep a copy of them for your reference.

BY USING ANY PORTION OF THE SERVICES, YOU ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICE. If you are using the Service on behalf of your employer, you represent that you are authorized to accept these Terms on your employer’s behalf.

1. Eligibility

To use the Services, you must be eighteen (18) years of age or older and have the requisite power and authority to enter into these Terms. You represent and warrant that any profile information you submit is true and accurate and that you are 18 years of age or older and are fully able and competent to enter into, and abide by these Terms. The Service is not intended for those under the age of 18. Use of the Service is void where prohibited.

2. Your Account

In order to use the Services, you must create an account. When registering an account, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that Company is not responsible for third party access to your account that results from theft or misappropriation of your account. Please notify us immediately of any unauthorized use of your account or any other breach of security by sending an email to [email protected]. Company and its associates reserve the right to refuse or cancel service, terminate accounts, or remove or edit content in our sole discretion.

3. No Endorsement

Company does not endorse or recommend the services of any merchant, vendor or third party using the Services. Usage or content submissions by users of the Services do not reflect the views of Company; its parent, subsidiary or affiliated companies; or its employees, officers, directors, or shareholders. Company does not assume responsibility or liability for any claims, damages, or losses resulting from any use of the Website or the materials contained therein.

4. No Unlawful or Prohibited Use/Intellectual Property

Subject to these Terms, Company grants you a non-exclusive, non-transferable, non-assignable, revocable license to access and use the Services strictly in accordance with these Terms. You must comply with all applicable laws when using the Services.

Except as may be expressly permitted by applicable law or expressly enabled by a feature of the Services, you will not, and will not permit anyone else to: (a) store, copy, modify, or distribute any of the content made available on the Services; (b) compile or collect any content available on the Service as part of a database or other work; (c) use any automated tool (e.g., robots, spiders) or manual process to monitor, store, copy, modify, distribute, or resell any content from the Services; (d) frame or otherwise incorporate the Service or any portion of the Services as part of another website or service; (e) reproduce, duplicate, copy, sell, resell, or exploit for any commercial purposes any portion of the Service; (f) circumvent or disable any digital rights management, usage rules, or other security features of the Services, or any content available on the Services; (g) use the Services in a manner that threatens the integrity, performance, or availability of the Services; or (h) remove, alter, or obscure any proprietary notices (including copyright notices) on any portion of the Services or any content available from the Services.

All content included as part of the Services, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Website, (collectively, the “Content”) is the property of Company or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any Content and will not make any changes thereto.

You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the Content, in whole or in part, found on the Website or Services. The Content is not for resale. Your use of the Services does not entitle you to make any unauthorized use of any Content, and in particular you will not delete or alter any proprietary rights or attribution notices in any Content. You agree that you do not acquire any ownership rights in any Content. We do not grant you any licenses, express or implied, to the intellectual property of Company or our licensors except as expressly authorized by these Terms.

Part of the Services allows your customers to refer their contacts to your business. When soliciting customers to refer contacts to your business through the Service, you are responsible for ensuring that all customers will comply with all applicable laws or regulations (including without limitation copyright laws and anti-spam laws). You will indemnify and hold Company harmless from any damages resulting therefrom.

5. Materials Provided

Any material that you provide to Company (including, but not limited to, feedback, suggestions, comments, ideas, information) or post, upload, input or submit to the Website or Services (collectively “Submissions”), you are granting Company, our affiliated companies and necessary sublicensees: (a) a worldwide, non-exclusive, royalty-free, fully-paid, perpetual, irrevocable, transferable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, prepare derivative works of, distribute, publicly perform, and publicly display Submissions throughout the world in any media in connection with the Services and Company’s business, including without limitation for promoting the Services; and (b) the right to use the name that you submit in connection with your Submissions, if we choose.

You agree not to upload to the Services or otherwise post, transmit, distribute, or disseminate through the Services any material that: (i) is false, misleading, unlawful, obscene, indecent, lewd, pornographic, defamatory, libelous, threatening, harassing, hateful, inflammatory, abusive; (ii) encourages conduct that would be considered a criminal offense or gives rise to civil liability; (iii) breaches any duty toward or rights of any person or entity, including rights of publicity or privacy; (iv) contains corrupted data or any other harmful, disruptive, or destructive files; (v) advertises products or services competitive with Company’s or its partners’ products and services, as determined by Company in its sole discretion; or (vi) in Company’s sole judgment, is objectionable, restricts or inhibits any person or entity from using or enjoying any portion of the Services, or which may expose Company, its affiliates, or users to harm or liability of any nature.

Although Company has no obligation to screen, edit, or monitor any Submissions, Company reserves the right, and has absolute discretion, to remove, screen, edit, or disable any Submissions at any time and for any reason without notice. You understand that by using the Services, you may be exposed to Submissions that is offensive, indecent, objectionable, or inaccurate. We take no responsibility and assume no liability for any Submissions, including any loss or damage to any of your Submissions.

6. Payment Terms

When you purchase a subscription to an app or service provided by Company, you agree not to resell the subscription to other users. Subscriptions are non-transferable and non-refundable. When providing payment, you agree that you are authorized to use the payment source provided to Company. All sales and payment transactions are final. When you complete a purchase transaction, you agree to be bound by and pay for that transaction.

Company uses a third-party payment processor (the “Payment Processor”) to link your credit card account to the Services. The processing of payments or credits, as applicable, in connection with your use of the Services will be subject to the terms, conditions and privacy policies of the Payment Processor and your credit card issuer in addition to these Terms. Company is not responsible for any errors by the Payment Processor. In connection with your use of the Service, Company will obtain certain transaction details, which Company will use solely in accordance with its Privacy Policy.

7. Price and Payment

Company is entitled to revise the amount of the subscription and/or fees (“Fees”) for its Services. Such revision in the Fees shall from time to time be updated and published on the Company’s Website or through written notice to you. In case of automatic renewal it is your sole responsibility to visit the Website or contact Company to check the revisions made to the Fees payable to Company.

8. Title to Software and Confidentiality

All information, interfaces, data, specifications, documentation, source or object code which the Company may have imparted and may from time to time impart to you relating to the Services is proprietary and confidential and title thereto remains in Company. All applicable rights to patents, copyrights, trademarks and trade secrets in the Services or any modifications made at your request are and shall remain in Company. You shall not sell, transfer, publish, disclose, display or otherwise make available the Services to others. All copies made by you of the Services and other programs developed hereunder, including translations, compilations, partial copies with modifications and up-dated works, are the property of Company. Violation of any provision of this paragraph shall be the basis for immediate termination of your account.

9. Publicity Rights

You expressly grant Company the right to include you and/or your store or commercial website as a customer on Company’s Website or other promotional material in relation to the Services for marketing purposes. You can deny Company this right at any time by submitting a written notice, requesting to be excluded from promotional material. Upon receipt of such notice, Company will remove any reference to you from such promotional material within thirty (30) days and make no further reference to you.

10. Maintenance and Support Services

Company reserves the right to cease the provision of maintenance and support services anytime without notice should Company, in its sole discretion, determine that continued support for the Services is no longer economically practicable and/or in the event that the Services has become inoperable or incompatible with current operating systems, hardware, or other technologies. Also, abuse of support privileges including, but not limited to, frivolous contact, rude behavior and/or customer incompetence, harassment, failure to follow instructions, may result in the immediate cessation of support services.

11. Compliance with Laws

You are responsible for compliance with all laws applicable to your jurisdiction and for ensuring that your use of the Services is compliant with all applicable laws. You agree that you will not access or use the Services in any country or in any manner prohibited by any applicable laws, restrictions or regulations.

12. Privacy

Company does not knowingly collect, either online or offline, personal information from persons under the age of thirteen. Your use of the Services is subject to our Privacy Policy. Please review our Privacy Policy(https://www.sloyalty.com/privacy-policy), which also governs the Services and informs users of our data collection practices.

Your use of the Services includes accessing personal information that you have obtained from your customers. By using our Services in conjunction with your commercial website, you acknowledge and agree that we may use “cookies” or other web beacons to track visitors to your website in order to enhance the Services. You warrant and represent that you have obtained all necessary consents for any collection, use and disclosure of your customers’ personal, sensitive or financial information through the Services, including the use of such “cookies” and web beacons. For clarity, Company’s indemnification rights in Section 19 of these Terms shall extend to any claims by a third party that Company’s collection, use or disclosure (intended or otherwise) of their personal or confidential information constitutes a breach of their privacy or data protection rights.

13. Electronic Communications

Visiting the Website or sending emails using the Services constitutes electronic communications. By using the Services, you consent to receive commercial electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Website, satisfy any legal requirement that such communications be in writing.

14. Links to Third Party Sites/Third Party Services

The Services may contain links to other websites (“Linked Sites”). The Linked Sites are not under the control of Company and Company is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. The Services provide these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Company of the site or any association with its operators. You should review the applicable terms and policies, including privacy and data gathering policies, of any Linked Sites to which you navigate from the Services. You access and use Linked Sites at your own risk.

Certain services made available via the Services are delivered by third party sites and organizations. By using any product, service or functionality originating from the Website domain, you hereby acknowledge and consent that Company may share such information and data with any third party with whom Company has a contractual relationship to provide the requested product, service or functionality on behalf of Company users and customers.

15. Liability Disclaimer

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SERVICES MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. VISUAL SQUARES LTD AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES TO THE SERVICES AT ANY TIME.

VISUAL SQUARES LTD AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED IN THE SERVICES FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OR CONDITION OF ANY KIND. VISUAL SQUARES LTD AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VISUAL SQUARES LTD AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SERVICES, WITH THE DELAY OR INABILITY TO USE THE SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SERVICES, OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF VISUAL SQUARES LTD OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PART OF THE SERVICES, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

16. Indemnification

You agree to indemnify, defend and hold harmless Company, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of or inability to use the Services, your violation of any terms of these Terms or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Company in asserting any available defenses.

17. Termination/Access Restriction

Company reserves the right, in its sole discretion, to terminate your access to the Services or any portion thereof at any time, without notice.

18. Governing Law

To the maximum extent permitted by law, these Terms are governed by the laws of the Hong Kong SAR and you hereby consent to the exclusive jurisdiction and venue of courts in Hong Kong SAR in all disputes arising out of or relating to the use of the Services. Use of the Services is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.

19. Independent Contractors

You agree that no joint venture, partnership, employment, or agency relationship exists between you and Company as a result of these Terms or use of the Services. Company’s performance of these Terms is subject to existing laws and legal process, and nothing contained in these Terms is in derogation of Company’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Services or information provided to or gathered by Company with respect to such use.

20. Severability

If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms shall continue in effect.

21. Entire Agreement

Unless otherwise specified herein, these Terms constitutes the entire agreement between the user and Company with respect to the Services and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Company with respect to the Services. A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that these Terms and all related documents be written in English.

22. Changes to the Services

Company reserves the right, in its sole discretion, to modify, suspend or discontinue the Services offered without notice. Company shall not be liable for any loss or damages incurred as a result of our modification, suspension or discontinuation of the Services.

23. Changes to Terms

Company reserves the right, in its sole discretion, to change the Terms under which the Services are offered. The most current version of the Terms will supersede all previous versions. We encourage you to periodically review the Terms to stay informed of our updates. Use of the Service after the effective date of a modification constitutes your acceptance of any modified Terms.

24. Assignment

These Terms, and any rights or licenses granted under these Terms, may not be transferred or assigned by you, but may be assigned by Company without restriction. Any assignment attempted in violation of these Terms is void.

25. Contact Us

Please send your comments regarding the Terms to: [email protected].

Effective as of January 15, 2014