Partner Terms of Service
These Terms of Service constitute an agreement (the “Agreement”) between you (hereinafter “Partner” or “You”) and Currency Alliance, SL. which also does business under the commercial name of comcoin. (hereinafter “Comcoin”, “Currency Alliance”, “We” or “Us” ) regarding your access to and use of the Currency Alliance Platform, that operates and manages customer loyalty programs and a micropayment platform, as well as associated software that you are registering to use when You click to accept opening a new account (hereinafter the “Services”). All Partners must accept this Agreement before using the Services, unless you have a separate written agreement in place expressly covering the Services. If you accept this Agreement for an entity, you represent that you have the authority to bind the entity to this Agreement. If you do not agree to the terms of this Agreement, please click Cancel or Back and do not use the Services.
1. Scope of Agreement
This Agreement sets forth the terms and conditions that govern your access to and use of the Services. Currency Alliance agrees to provide you the Services and You agree to comply with these terms acknowledging that, in case of breach, Currency Alliance may suspend or terminate your access to and use of the Services and/or this Agreement at any time without previous notice.
For the purpose of this Agreement, the Services means the issuance, management, transfer or redemption of comcoin or other digital currencies on the Platform provided by Currency Alliance, in the framework and limited to the customer loyalty programs or micropayments platform. The Services may also include access to data analytics functionality and the management of marketing campaigns. Comcoin means the primary digital currency owned and operated by Currency Alliance.
2. Use of the Services
We grant you a right to use the Services as permitted in this Agreement and any applicable documentation that is provided by Us. You may only resell, distribute, outsource or otherwise directly or indirectly commercialize the use of the Services, as defined in this Agreement. You warrant that the information you provide during the registration process and any information you subsequently provide is accurate.
Notwithstanding anything in this Agreement to the contrary, you agree that:
a) We may change the features of the Services at our discretion, as established in Clause 3.
b) You shall be solely responsible for all information you input or upload into the Platform and for ensuring that information introduced by You is appropriate and does not breach any law, rule or regulation.
c) You are encouraged to use strong passwords and access codes and refrain from sharing or otherwise permitting unauthorized third parties to use any such passwords or access codes, as established below in the Acceptable Use terms.
d) In case of breach of the Acceptable Use Terms, Currency Alliance may deactivate or delete your account and any related data, information and files, and bar any further access to such data, information and files. Such action may include, among other things, discontinuing your use of the Services or specific Service features without any liability. We will grant you sixty (60) days to request any value of comcoin or other currencies in your account be distributed to You.
e) You agree to promptly notify Currency Alliance of any unauthorized use of your account of which you become aware. You agree to use at least reasonable means to protect your account, password and other login information from unauthorized disclosure or use by third parties.
3. Changes to Services
Currency Alliance may enhance and/or change the features of the Services at its own discretion as long as the core functionality of the Services is not materially reduced. We may offer additional optional features and/or functionalities in addition to the “standard” Services, described in Schedule B.
4. Customer Data Ownership
You are the owner of any data provided by You. Currency Alliance, or comcoin members, or 3rd Parties as the case may be, are the sole and exclusive owners of all right, title and interest in and to any data provided by such 3rd parties, your customers, members of the comcoin Loyalty Program or any end user of comcoin or Currency Alliance Platforms in connection with the Services, including without limitation all e-mail, phone numbers, addresses and/or other contact information (“Customer Data”). As such, you shall not be provided with or otherwise have access to the Customer Data provided by anyone other than you, unless the customer has expressly opted in to provide such information to you.
5. Software and Services License and Restrictions
You may need to download and install software to use the Services (hereinafter the “Software”). If so, Currency Alliance grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable license to access and use the Services or software provided referred to as “Platform” for internal business purposes as long as your account with Currency Alliance remains active.
You agree that, unless this Agreement or applicable law allows it, you will not (and will not allow third parties invited by you) to:
a) transfer, sublicense, or assign your right under this license to any other person or entity, unless expressly authorized by Currency Alliance in writing;
b) modify or adapt or create derivative works of the Software or any associated documentation;
c) reverse engineer, decompile, decrypt, disassemble or otherwise attempt to derive the source code for the Software, except to the extent allowed by applicable law for interoperability purposes;
d) use the Software to access Services other than the Services you are entitled to use;
e) republish, frame or distribute the Software or Services to third parties; or
f) supply proprietary information about the Services, including but not limited to screen shots, product documentation, demonstrations, service descriptions, announcements, or feature roadmaps to unauthorized third parties.
5.1. Open Source Software and Third Party Libraries. - Currency Alliance´s Site and platform may include open source software tools or third party libraries. The open source software and/or third party libraries are governed by their own terms and conditions and you are bound by the terms and conditions of the corresponding license in connection with your use of such software or libraries. You agree to comply with all such licenses.
6. Modification or Deletion of Content
Without limiting any of Currency Alliance’s rights set forth in this Agreement, Currency Alliance reserves the right, in its sole discretion but without any obligation on its part, to reject, remove, delete and/or cancel any information or content displayed or posted on the Currency Alliance website and/or within the Platform or any materials, including without limitation any information and/or content that, in Currency Alliance’s view, contains content or links which do not meet Currency Alliance s’ specifications or requirements.
In addition, Currency Alliance shall be entitled, in its sole discretion and without notice to any party, to redesign and/or modify all or any portion of the Services.
7. Fees; Pricing and Payment Terms; Taxes.
(i) Currency Alliance’s current fees for the Services are set forth in Schedule A. Currency Alliance reserves the right to amend the fees payable for the Services at any time upon thirty (30) days’ prior notice to you.
(ii) When you provide your payment information to Currency Alliance, you are providing Currency Alliance with an authorization to process any and all payments as outlined in this Agreement.
(iii) You will be responsible for any sales, use, value-added or similar taxes assessed in accordance with applicable law with respect to the provision of the Services.
(iv) Notwithstanding anything herein to the contrary, Currency Alliance, in its sole discretion, may suspend or terminate the Agreement and corresponding access and right to use all or any portion of the Services or Platform, at any time, upon electronic or other notice to you, if you have not fulfilled your payment obligations.
8. Term and Termination
The Term of this Agreement starts on the date the Services are available for use by you and lasts until:
a) either party providing written or electronic notice of termination to the other party with or without cause or
b) each party may terminate this Agreement by giving written notice to the other party if the other party materially breaches this Agreement and does not cure that breach within 30 days after receiving written notice of the breach.
Upon termination of this Agreement you shall no longer be entitled to access or use the Platform or any other non-public portions of the website. Currency Alliance shall not be responsible for the return of any posted information of any kind, including without limitation any information input into the Platform by you. However, you may agree to pay a reasonable fee to have Currency Alliance return data that was provided by you to the platform.
9. Warranty and Warranty Disclaimer
a) To the extent allowed by applicable law, you agree to use the Services at your own risk. You agree that We and our affiliates will not be responsible for any harm to any device, any loss of data, or any other harm that results from your use of the Services. We and our affiliates do not guarantee that your use of the services will be uninterrupted or error-free. To the extent allowed by applicable law, the services and any related software and/or sites are provided “as is” and “as available” for your use without warranties or conditions, either express, implied or statutory.
b) except as expressly stated in this section, to the extent allowed by applicable law, We and our affiliates, (i) expressly disclaim all warranties and conditions of any kind, express or implied, including without limitation any warranty, condition or other implied term as to merchantability, fitness for a particular purpose or non-infringement and (ii) make no warranty or representation regarding the services, any information, materials, goods or services obtained through the services or the sites, or that the services will meet any of your requirements.
10. Limitation of Liability.
You agree that Currency Alliance´s aggregate liability for all claims, including claims for indemnification of third party damages, arising out of this Agreement, whether in contract, tort or otherwise, will not exceed the amount of fees paid by you to Currency Alliance under the Agreement during the twelve (12) months preceding the date on which the applicable claim occurred. You agree that any amount paid for comcoin or other currencies on the Currency Alliance Platform are not considered “fees” paid by you to Currency Alliance because they are not revenue to Us.
To the maximum extent permitted by applicable law, in no event will Currency Alliance be liable for any loss of business profits, business interruption, loss of data, fines related to the protection of personal data, or any special, indirect, exemplary, incidental or consequential damages arising from or in relation to the Agreement or the use of the Services. This limitation will apply even if such damages were foreseeable and you have been advised or are aware of the possibility of such damages.
11. Confidential Information.
Any information that a receiving party knows or has reason to know (either because such information is marked or otherwise identified by the disclosing party orally or in writing as confidential or proprietary, has commercial value, or because it is not generally known in the relevant trade or industry) is “Confidential Information” of the disclosing party and will remain the sole property of the disclosing party. Such Confidential Information includes but is not limited to data, information (including personally identifiable information), ideas, materials, specifications, procedures, schedules, software, technical processes and formulas, source code, product designs, sales, cost and other unpublished financial information, product and business plans, advertising revenues, usage rates, advertising relationships, projections, marketing data and other similar information provided by a party. For avoidance of doubt, Customer Data shall be deemed Confidential Information of Currency Alliance. Each party agrees that it will not disclose, use, modify, copy, reproduce or otherwise divulge such Confidential Information to any third party without the prior written approval of the disclosing party except that the receiving party shall have the right to disclose such Confidential Information to the extent required by applicable law or to the directors, officers or employees of the receiving party who have a need to know such Confidential Information in order to perform its obligations under the Agreement and to the extent such directors, officers or employees are subject to obligations of confidentiality and non-disclosure that are substantially similar to the obligations set forth in the Agreement.
The prohibitions contained in this Section will not apply to information (i) already lawfully known to the receiving party prior to disclosure by the disclosing party; (ii) independently developed by the receiving party without access to or use of the disclosing party’s Confidential Information; (iii) disclosed in published materials; (iv) generally known to the public; or (v) lawfully obtained from any third party. In addition, a party will not be considered to have breached its obligations under the Agreement to the extent Confidential Information is required to be disclosed by any governmental authority, provided that, to the extent legally practicable, the receiving party advises the disclosing party prior to making such disclosure in order that the disclosing party may object to such disclosure, take action to ensure confidential treatment of the Confidential Information, or take such other action as it considers appropriate to protect the Confidential Information.
12. Privacy and Data Protection
a) Content. We are not obligated to monitor Content, except: (i) as needed to provide, support or improve the provision of the Services, (ii) investigate potential or suspected fraud, (iii) where instructed or permitted by you, or (iv) as otherwise required by law or to exercise or protect our legal rights. “Content” means all visual, written or audible communications, files, data documents, videos, recordings, or any other material displayed, posted, uploaded, stored, exchanged or transmitted on or through your use of the Services or otherwise provided on website or online space related to the Services (a “Site”).
In the context of this agreement, “LOPD” means the Spanish Law 15/1999, of December 13, on Personal Data Protection (i.e., Protección de Datos de Carácter Personal) and Royal Decree 1720/2007, of December 21 approving the regulations implementing the Law which places obligations upon a Data Controller to ensure that any Data Processor it engages provides sufficient assurances that the processing of the data carried out on its behalf is secure. In this context, You are the Data Controller and We are the Data Processor.
"Data" or “Personal Data” means any information relating to individuals of whatever nature that, by whatever means, is made available to the Data Processor by the Data Controller, is accessed by the Data Processor on the authority of the Data Controller or is otherwise received by the Data Processor on the Data Controller's behalf, and shall include, without limitation, any Personal Data.
“Data Controller”, “Data Processor”, "Data Subject", "Personal Data" and "Processing" shall have the same meanings as are assigned to those terms in the LOPD.
Under this Agreement, You appoint Us as the Data Processor. Our role as Data Processor shall apply to all Data extracted by Us from You for processing, or all Data transmitted to Us by You for processing. Our role as Data Processor does not apply to data acquired from sources other than You, including the comcoin Member.
In consideration of the Services provided to You, We agree to process the Data to which this Agreement applies in accordance with the terms and conditions set out in this Agreement, and in particular, We shall:
(i) Process the Data at all times in accordance with the LOPD and in full compliance with the data protection rules contained therein and solely for the purposes connected with provision by the Data Processor of the Services;
(ii) Implement appropriate technical and organisational measures to safeguard the Data from unauthorised or unlawful processing or accidental loss, disclosure, destruction or damage, where such measures shall ensure a level of security appropriate to the harm that might result from unauthorised or unlawful processing or accidental loss, destruction or damage and to the nature of the Data to be protected.
(iii) Ensure that each of its employees, agents and subcontractors are made aware of its safeguarding obligations under this Agreement with regard to the security and protection of the Data and of the Data Subjects and shall require that they enter into binding obligations with the Data Processor in order to maintain the levels of security and protection provided for in this agreement;
(iv) Not divulge the Data whether directly or indirectly to any person, firm or company or otherwise without the express prior written consent of the Data Controller except to those of its employees, agents and subcontractors who are engaged in the processing of the Data and are subject to the binding obligations referred to in this Agreement, or except as may be required by any law or regulation;
(v) Inform the Data Controller in the event that Data Processor receives a request from a Data Subject seeking to exercise their rights under the Act in relation to the Data if any such data is modified or deleted. The Data Processor further agrees to assist the Data Controller with all data subject information requests which may be received from any Data Subject in relation to any Data;
(vi) In the event that the Data Processor receives a request for any information contained in the Data, not to respond to the person making such request but to inform the Data Controller within two (2) working days, and the Data Processor further agrees to assist the Data Controller with all such requests for information which may be received from any person within such timescales as may be prescribed by the Data Controller;
(vii) Not process or transfer the Data outside of the European Economic Area; and
(viii) Any personal or confidential data transported by portable storage media shall be encrypted or password protected as appropriate and handled according to Currency Alliances Data Protection Procedures.
In consideration of the obligations undertaken by Us, You agree that You comply at all times with the LOPD, and, in particular, You assure Us that any disclosure of Personal Data made by You to Us is made with the Data Subject's consent or is otherwise lawful. This means that via your Terms and Conditions or any other means, You have obtained permission from the Data Subject for whom you are sending Us personal data.
You further Indemnify Us of any costs associated with claims, investigations, fines, legal fees, and any other cost associated with an investigation of compliance as it pertains to the protection of Personal Data.
d) Contact. You agree that We may contact you via e-mail or otherwise with information relevant to your use of the Services. You also agree to have your name and/or email address listed in the header of certain communications initiatiated by your actions through the Services, such as messages to Members that you have granted them comcoins.
a) Assignment. You may not, without the prior written consent of Currency Alliance, assign the Agreement, in whole or in part, either voluntarily or by operation of law, and any attempt to do so will be a material default of the Agreement and will be void; provided, however, that in the event of a sale of substantially all of your assets or equity to a third party or any merger of your entity with an into a third party, this Agreement shall be deemed, without any further action on the part of any party, to automatically be assigned to and assumed by the acquirer in such transaction and as such, shall be binding on such acquirer. The Agreement will be binding upon and will inure to the benefit of the respective parties hereto, their respective successors in interest, legal representatives, heirs and assigns. Currency Alliance may assign its rights and delegate its obligations in whole or in part to an affiliate or subcontractor without previous written notice or consent.
b) Updates to this Agreement. We may update the terms of this Agreement from time to time, in that case We will post the updated terms. If you continue using the Services after the updated Agreement has been posted, you are deemed to have agreed to the updated terms.
c) Force Majeure. Except for payment obligations, neither party will be responsible for failure of performance due to causes beyond its reasonable control. Such causes include (without limitation) accidents, severe weather events, acts of God, labor disputes, actions of any government agency, epidemic, pandemic, shortage of materials, acts of terrorism, or the stability or availability of the Internet or connectivity outside of the control of a party.
d) Waiver. Failure to enforce any right under this Agreement will not waive that right.
e) Severability. If any provision of the Agreement is held by a court or other tribunal to be unenforceable, that provision will be enforced to the maximum extent permissible under applicable law and the other provisions of the Agreement will remain in full force and effect.
f) Indemnification. You will defend, indemnify, and hold Currency Alliance and its affiliates and their respective directors, officers, employees, agents and representatives harmless from and against any third party suit, proceeding, assertion against any damages, judgments, liability, costs and expenses (including without limitation any reasonable attorneys’ fees) incurred arising from your breach of this Agreement, your negligence or misconduct, any dispute you may have with any other party in connection with any Loyalty Program or otherwise related in any way to the Services, your unauthorized use or misuse of the Services or any unauthorized combination of any Currency Alliance Services with any hardware, software, products, data or other materials not specified or provided by Currency Alliance.
g) Legal Compliance. You will comply with all applicable laws and regulations related to your receipt and use of the Services. These laws include (without limitation): (a) privacy laws and regulations, (b) laws relating to the recording of communications and (c) anti-corruption laws. It is your sole responsibility to ensure you have the right to use all features of the Services in your jurisdiction. The Services may not be available in all countries and it may not be available for use in any particular location. We may modify or discontinue Services features to comply with applicable laws and regulations. Currency Alliance will comply with all applicable laws in the provision of the Services to you.
h) Governing Law and Jurisdiction. This Agreement shall be governed by Spanish law. The parties shall submit any conflict or dispute arising out of this Agreement to the courts and tribunals of Barcelona.
i) Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
j) [Rewards, Points, Comcoins] Dispute Resolution. In the event of a conflict or dispute related to the currencies or rewards of the Loyalty Programs or other Services between a Partner and Member, Currency Alliance may in its sole discretion and without liability of any kind unilaterally make adjustments to Member account balances. For the avoidance of doubt, Currency Alliance shall not be (i) obligated to make any such adjustment or otherwise get involved with or provide any assistance towards resolving any such dispute, or (ii) be liable to any party for any damages, expenses or liabilities arising out of any such dispute.
k) Governing Language. This Agreement has been written in the English language, and the parties agree that the English version will govern.
l) Third Party Products. Sometimes when you use the Services, You may also use a service or purchase goods which are provided by another person or company. Your use of these other services or goods may be subject to separate terms between you and the company or person concerned, and you agree that We shall have no liability or obligation relating to those services or goods. Currency Alliance do not exert any control over partners, retailers, merchants or other third parties, and as such is not liable or responsible for any actions taken or omitted by any such third party.
m) Notices. We may provide you with notice via email, regular mail and/or postings on our website. Notices to us should be sent to Currency Alliance, Placa Francesc Macia, 2, 5 2A, 08021 Barcelona, Spain.
n) Entire Agreement. This Agreement constitutes the entire agreement between Currency Alliance and You with respect to the subject matter hereof and all prior oral or written agreements, representations or statements with respect to such subject matter are superseded hereby.
The following terms shall, in addition to all of the other terms set forth in this Agreement, govern your use of the Currency Alliance’s marketing campaign platform (the “Campaign Platform”), which, at a general level, allows you to communicate with comcoin members.
14.1. General Rules
You shall, as a condition to making any use of the Campaign Platform, be required to follow these rules:
1. While you are responsible for making yourself aware of current anti-spam and similar regulations that may be in effect from time to time, as a general rule, you should assume that if you send people mass emails without their permission, you are spamming.
2. You will comply with Currency Alliance’s Acceptable Use guidelines, established below, as they may be in effect from time to time, which is part of this Agreement. If you breach any of these rules, Currency Alliance, in addition to any other rights or remedies that We may have hereunder or otherwise, may suspend or terminate your account.
3. In the event you have purchased a subscription which allows unlimited use of the Campaign Platform, to the extent that Currency Alliance, in its sole discretion, determines that you are abusing or violating any law or regulation or otherwise abusing or misusing the Campaign Platform in any way, Currency Alliance shall, in addition to any other remedies available in this Agreement and/or at law, be entitled to unilaterally adjust your allowed use of the Platform.
4. Furthermore, We inform You that we have a duty to not send an excessive number of messages to Members of the comcoin Loyalty Program and we may choose, at our sole discretion to not honor your request to deliver one or more messages at the time you request or to deliver such messages to the entire audience You wish to reach.
14.2. Compliance with Laws
You represent and warrant that your use of the Campaign Platform will comply with all applicable laws and regulations. You are responsible for determining whether Currency Alliance’s services are suitable for you to use in light of any Data Privacy Laws and/or other laws and regulations as mentioned in clause 12.b. If you are subject to the aforementioned regulations and you use the Campaign Platform or any other Service, then Currency Alliance will not be liable if any such Service does not meet those requirements.
15. Acceptable Use
You shall refrain from using the Campaign Platform to send anything offensive, to promote anything illegal, or to harass anyone. Not in limitation of the foregoing, you may not send pornography or other sexually explicit communications, e-mails offering to sell illegal goods or service or e-mails that violate any other applicable laws or regulations.
15.1. Prohibited Actions
Currency Alliance makes its best efforts to keep its system clean and also counts on its members and partners to contribute in this objective. As such, you may not:
1. Share your password.
2. Use the Campaign Platform to create a competing product.
3. Send any messages through the Campaign Platform that are not appropriate for the Platform´s intended use.
4. Use an outside unsubscribe process.
Fees and Pricing
1. Fee to Return Data: You are free to choose the level of information you provide the Platform about transactions with Your customers during the Term of this Agreement, and You are the owner of this data. If at the end of the Term, you desire a copy of this data be returned to You, Currency Alliance will provide a reasonable proposed cost estimate for this additional service and secure your commitment to this additional fee before we undertake the effort to return the data.
2. Cost of Comcoin: We have set the value of each comcoin equal to one United States cent and You agree to pay for the comcoins issued to your customers. You may pay for comcoins in advance and we will issue fully paid comcoins to your customers as long as the balance of comcoins in Your account is positive. We will also issue Pending comcoins to Your customers when your account balance of comcoins becomes negative, but these comcoins will show up to the Member as “Pending” until You have paid for them. If they remain unpaid for 90 days, we reserve the right to remove them from the Member´s account and inform the Member why these “Pending” comcoins were removed. We will typically invoice you for comcoins in the fiat currency in use by the country in which You primarily conduct business, but We are not obligated to invoice for comcoins in any currency other than United Kingdom Pounds (GBP), United States Dollars (USD), or European Union Euros (Euro).
3. Cost of Marketing Messages: The Currency Alliance Campaign Platform is designed to send marketing messages to Members based on Your design. We will charge You a service fee which is equal to 25% above our message deliver cost for SMS messages, email messages, and in-App messages. With the exception of SMS messages, the cost of sending these messages will typically be a fraction of a cent so your cost will also be less than a cent per message. SMS message costs will depend on the standard tarifs in each country where the Member maintains their mobile phone contract.
4. Administrative Fee: We will charge an administrative fee of 2% for the total value of new comcoins issued per month. We do not charge for any transactions of comcoins once they are issued, so if you receive comcoins from customers and re-issue those to other customers, there will be no charge for receiving comcoins or re-issuing them.
If in any month, the account incurs no marketing message cost or administrative fee for new comcoins issued, then there will be no monthly charge. If there are any other charges associated with Your account, then our minimum monthly bill will be the total of all charges incurred with a minimum of 5€ (or the equivalent in the currency associated with your account).
Standard and Value-added Services
1. The Currency Alliance Platform is designed to provide the following Services as Standard:
2. The Currency Alliance Platform is capable of providing the following Value-Added Services: