These Terms of Service constitute an agreement (the “Agreement”) between you (hereinafter “Partner” or “You”) and Currency Alliance, SL. (hereinafter “Currency Alliance”, “We”, “Our”, or “Us”) regarding your access to and use of the Currency Alliance Platform, a technology platform that enables Partners to operate and manage a portion, or all of their customer loyalty programs and which provides a facility for Partners to trade and exchange loyalty program benefits or digital ‘currencies’ (hereinafter the “Platform”). If You accept this Agreement on behalf of a legal 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 Platform.
1. Scope of Agreement
This Agreement sets forth the terms and conditions that govern your access to and use of the Platform and the Services (as defined below). You agree to comply with these terms in connection with your use of the Platform and the Services and You acknowledge that, in case of breach of these terms, Currency Alliance may suspend your access to and use of the Platform and your right to use the Services and/or terminate this Agreement with immediate effect.
For the purpose of this Agreement, the “Services” means the provision of the functionalities of the Platform including facilitating the issuance, management, transfer, exchange or redemption of other Partner loyalty program ‘digital currencies’ (“Digital Currencies”). The Services may also include access to data analytics generated by the Platform and the use of the Platform to manage and facilitate marketing campaigns. “Partners” is a reference to You and to other entities that use the Services in connection with their customer loyalty programs. “Members” is a reference to end-user beneficiaries of Partners’ loyalty programs who are issued with Digital Currencies in connection with such loyalty programs.
Where You use the Platform to create and manage your own Digital Currency for your customer loyalty program, You are responsible for defining and maintaining all characteristics of that Digital Currency, and in particular, You are responsible for any financial obligations to other Partners who You permit to trade in Your Digital Currency. We are only responsible for providing and maintaining the Platform which can facilitate the transaction processing of your Digital Currency.
2. Use of the Services
We grant You a right, subject to the payment of our fees and your compliance with the terms of this Agreement, to use the Services as permitted in this Agreement and in accordance with any applicable documentation and instructions in digital form that may be provided by Us. Your right to access and use the Platform and to use the Service is granted solely for the purposes for which the Platform and the Services are intended, that is: managing your Digital Currency; facilitating trade or exchange of Digital Currencies; issuing, exchange, tracking, storage, clearance and redemption of Digital Currencies by Members and Partners as part of the bona fide management and use of Partners’ loyalty programs; and the use of related communications functionalities, information and analytical services and other ancillary services and functionalities available as part of the Services (together, the “Intended Purposes”). You may not resell, distribute, outsource or otherwise directly or indirectly commercialize the Services or any part of them except to use the Services in accordance with this Agreement and the documentation and digital materials We provide. You warrant that the information You provide during the registration process and any information You subsequently provide to Us is true, accurate and not misleading.
Notwithstanding anything in this Agreement to the contrary, You agree and understand that:
- We may change the features of the Services at our discretion, as established in Clause 3.
- 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.
- You are encouraged to use strong passwords and access codes and must refrain from sharing or otherwise permitting third parties (other than your employees or consultants) to use any such passwords or access codes, as established in the Acceptable Use terms set out in clause 15.
- In case of breach of the Acceptable Use terms, Currency Alliance may terminate your subscription for the Services with immediate effect, 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. In the event We terminate your subscription and discontinue your use of the Services in the circumstances referred to above, You will not be entitled to a refund of our fees or any other compensation and We will grant You sixty (60) days to request any value of Digital Currencies in your account to be returned to You.
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. We may offer additional optional features and/or functionalities in addition to the “standard” Services, described in Schedule B.
4. 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, install, run and use the Software solely in connection with your use of the Platform and the Services and for your internal business purposes and only for as long as your account with Currency Alliance remains active.
You agree that, unless this Agreement or mandatory applicable law allows, You will not (and will not allow third parties) to:
- transfer, sublicense, or assign your right under this license to any other person or entity, unless expressly authorized by Currency Alliance in writing;
- modify, adapt or create derivative works of the Software or any associated documentation;
- reverse engineer, decompile, decrypt, disassemble or otherwise attempt to derive the source code of the Software, except to the extent allowed by applicable law for interoperability purposes;
- use the Software to access or operate services other than the Services;
- republish, frame or distribute the Software or the Services to third parties; or
- 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. Open Source Software and Third Party Libraries.
The Software 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. The license granted to You in relation to the use of the Software is subject to such third party terms insofar as they relate to the open source or third party libraries. You agree to comply with these terms and conditions in connection with your use of such software or libraries. Your license to use such third party or open source components, software or libraries is limited to their use as part of the Software and solely in connection with the use of the Services and the Platform.
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 Alliances’ specifications or requirements, or which are unlawful or in breach of this Agreement.
7. Fees; Pricing and Payment Terms; Taxes.
- Currency Alliances’ current fees for the Services are set forth in Schedule A (“Fees”). Currency Alliance reserves the right to amend the Fees at any time upon thirty (30) days’ prior notice to You. We may add value added tax to the Fees as required by law and You agree to pay such tax against the issuance of a VAT receipt.
- Currency Owners are responsible for collecting amounts due from partners, even if Currency Alliance facilitates this on the Currency Owner’s behalf. Each partner is responsible for any co-marketing activities with partners and ensuring compliance with any and all brand usage compliance. Currency Alliance takes no responsibility for these things, although we may occasionally try to help.
- 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.
- 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.
- 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.
- Currency Alliance may charge You interest on late payments at an annual rate equal to the rate of interest payable by Currency Alliance to its commercial bank for unarranged overdraft plus 3%, or (if lower) the maximum rate permitted by law.
- You agree to pay the Fees without any deduction or withholding on account of any taxes, charges or other third party charges. You shall not assert any credit, set-off or counterclaim against any payment obligations (or part thereof) under this Agreement, except undisputed amounts due from Currency Alliance to You, if such undisputed debts are due and payable to You by the due date of payment of the amount due under this Agreement.
8. Term and Termination
You shall be entitled to terminate your subscription for the Services at any time by providing written or electronic notice of termination to Currency Alliance.
Currency Alliance shall be entitled to terminate your subscription for the Services at any time, without cause, by providing 30 days’ written or electronic notice of termination to You.
In the event of a breach of these terms by a Partner, where the breach is capable of remedy, We may allow the Partner (but shall not be obliged to allow) up to 30 days to remedy the breach in which case, unless the breach is fully remedied within such time period, We may terminate the Partner’s subscription for the Services with immediate effect including its right to use the Services and to access the Platform.
Should Currency Alliance have reason to believe that your subscription for the Services is for any purpose other than the bona fide intention to use the Service for the Permitted Purposes, Currency Alliance will have the right on 7 days’ written notice (including by electronic notice) to terminate your subscription to the Services and right to access the Platform unless You provides Us adequate reassurances to our satisfaction that You have a genuine intention to use the Services and that You will use the Services solely for the Intended Purposes.
Upon the expiry or termination of your subscription to the Services You shall no longer be entitled to access or use the Platform or any other non-public portions of the Currency Alliance 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, upon payment of a fee as set from time to time by Currency Alliance, You may request Currency Alliance to return data that was provided by You for use on the Platform. The data shall be provided in such format as Currency Alliance shall reasonably determine.
9. Warranty and Warranty Disclaimer
- To the extent allowed by applicable law, You agree that your use of the Services shall be entirely at your own risk. You agree that, except where We are in breach of any express warranty under this Agreement, We and our affiliates will not be liable for any loss that results from your use of the Service. We and our affiliates do not guarantee that your use of the Service will be uninterrupted or error-free. To the extent allowed by applicable law, and subject to the express warranties under this section 9, the Service and any related software and/or sites are provided “as is” and “as available” for your use .
- 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 Service or the Platform, or that they will meet any of your requirements.
Each of the parties warrants and represents to the other in the following terms.
- each of them has the right, power and authority and has taken all action necessary to execute, deliver and exercise its rights, and perform its obligations, under this Agreement; and
- neither the execution nor the performance of this Agreement by either party is prohibited or restricted by any provision of law and will not be in breach of any obligation by any party to any third party.
Currency Alliance warrants and represents to You as follows.
- it has the right to provide the Services and to grant the rights purported to be granted under this Agreement in respect of the use of the Services;
- it shall use commercially reasonable efforts to provide the Services and to make the Platform available for Your use for the Intended Purposes as part of the Services; and
- it shall use commercially available technologies to ensure that the Services are free from viruses and other harmful code and that Customer Data is protected against unauthorized access, corruption or loss.
10. Limitation of Liability
You agree that Currency Alliance´s aggregate liability for all claims arising out of this Agreement, the operation of the Platform or the provision of the Services, whether in contract, tort or otherwise, including for our negligence, will not exceed the amount of fees paid by You to Currency Alliance under the Agreement during the six (6) months preceding the date on which the applicable claim occurred. For the avoidance of doubt, amounts paid by You to Currency Alliance for issuing digital currencies from partners, or issuing other incentives such as gift cards, vouchers, etc. on the Currency Alliance Platform (and which shall be held in trust for your benefit) are not “fees” for the purpose of this Agreement and this clause 10.
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, whether such liability arises in contract, tort, misrepresentation or otherwise including from our negligence. This limitation will apply even if such damages were foreseeable and Currency Alliance were advised in advance or were aware of the possibility of such damages.
Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall operate to exclude or restrict a party’s liability for death or personal injury resulting from its negligence, or liability for fraud or fraudulent misrepresentation, or any liability that cannot be limited or excluded by law.
11. Intellectual Property Rights
In this section, “Platform-Generated Data” means any data arising from or relating to the use of the Services by Partners and Members which may be recorded or collated by the Platform including, without limitation, data obtained from Partners or Members through registration forms, surveys, questionnaires, profile sheets, and other communications with Currency Alliance (including personal details of the Partner’s staff), data relating to the frequency and mode of use of the Services, the manner in which the Partner or Member sets preferences and personalizes the Services, the time spent on different elements of the Service and other statistical information.
As between You and Us, Currency Alliance is and shall remain the sole owner of all rights, title and interest in any intellectual property rights in or relating to all elements of the Platform, the Services and any data, information, text, images, artwork, features, analytical tools, functionalities or other content and any representation or analysis of such data or other content, made available by Currency Alliance on the Platform (“Content”) and the sole licensee of any elements of the Platform, the Services or any Content licensed from a third party, including Platform-Generated Data and Analysis (as defined in section 4) (together, the “Currency Alliance IP”). Our ownership and exclusive rights to exploit any Currency Alliance IP is without prejudice to Your ownership of any Customer Data provided or generated by You or Your use of the Platform.
Except for the licenses expressly granted under this Agreement, Currency Alliance does not grant You, and You agree and acknowledge that You shall not acquire any right, title, interest or license in or under any of the Currency Alliance IP.
12. Confidential Information
Any information that a receiving party knows or has reason to believe is confidential to the other party (the “Disclosing Party”) either because such information is marked or otherwise identified by the Disclosing Party orally or in writing as confidential or proprietary, or as having commercial value, or because it is not generally known to the public, or given the nature of the information, 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 the Partner generating the data. Analysis and Platform Generated data and all Content shall be deemed the Confidential Information of Currency Alliance. Each party agrees that it will not disclose, use, modify, copy, reproduce or otherwise divulge such Confidential Information of the other party to any third party without the prior written approval of the Disclosing Party except insofar as permitted in this Agreement and except that the receiving party shall have the right to disclose such Confidential Information to the extent required by applicable law and shall have the right to use it and to disclose it to the directors, officers or employees of the receiving party (and in the case of Currency Alliance, to its consultants, service providers and sub-contractors engaged in connection with the provision of the Services and the operation of the Platform) who have a need to know such Confidential Information in order to perform its obligations and to exercise its rights under the Agreement, provided that such directors, officers or employees and such service providers, consultants and subcontractors 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, inter-governmental or public authority, regulatory authority or by orders of a court of law provided that, to the extent legally practicable, the receiving party advises the Disclosing Party of the disclosure obligation 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.
13. Privacy and Data Protection
13.1. Customer Data Ownership
According to the terms of the General Data Protection Regulations (EU) 2016/679 (“GDPR”), You are the Data Controller of any data, including the Customer Data as defined hereunder, that You enter into the Platform or provide to Us in connection with the Services. Other Partners are the sole and exclusive owners of all right, title and interest in and to any data provided by such Partners in connection with the Services, including without limitation all Partner and Member account numbers, e-mail addresses, phone numbers, addresses and/or other contact information and any personal data regarding Partner’ customers (“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 You, as Data Controller of the Customer Data, or the owner of such Customer Data has expressly instructed Us to provide such information to You. In particular, if We are expressly instructed by a Customer Data subject to process or transfer their data to a third party, then We have the legal basis to honor that request.
Currency Alliance shall be entitled to store, use, process, analyze, modify, reproduce, communicate to the public and distribute Customer Data to Partners, Members and any third party (such as employees, subcontractors, institutions, etc.), insofar as such actions may be necessary for the purpose of operating and maintaining the Platform and providing the Services, including improving and modifying the Platform and attending to any malfunction or enquiries and investigating any complaints, suspected misuse of the Platform or fraud and insofar as necessary to execute instructions provided by Partners and Members that provide or generate such Customer Data.
Currency Alliance shall be entitled to use aggregated Customer Data to generate, reproduce, communicate and distribute any aggregated data, analysis, models, research, statistics and other derivative content based on Customer Data (“Analysis”), provided that any such data will not be published or disclosed to third parties (except in accordance with the confidentiality obligations in clause 12) in a form that discloses its connection to any Partner, Member or any individual.
To the extent necessary, You hereby grant Currency Alliance a perpetual, irrevocable, royalty-free, worldwide license to use the Customer Data generated or provided by You in connection with Your use of the Platform in accordance with this section13. Without derogation from Partners’ ownership of Customer Data, it is agreed and acknowledged that Currency Alliance shall be the exclusive owner of all rights, title and interest, or any Analysis and in any intellectual property rights subsisting in any Analysis.
We are not obligated to monitor Content, but We reserve the right to do so: (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 Partners, 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”).
13.3. Data Protection, Data Privacy and Information Society Services
13.4. Compliance with Data Protection Laws and Data Processor Relationship
We will also comply with the provisions of the Spanish Organic Law 3/2018, of December 5, on the Protection of Personal Data and Guarantee of Digital Rights (“LOPDGDD”).,when applicable, the Law 34/2002 on Information Society Services and Electronic Commerce “Servicios de la Sociedad de la Información y de Comercio Electrónico”,” and all applicable data privacy laws in force from time to time, in the performance of the Services. Currency Alliance will use at least industry standard technical, procedural and physical means to protect personal data against unauthorized access, use or disclosure. We may transfer, copy, backup and store Your Content including personal data in other countries or jurisdictions outside Spain (but within the European Economic Area) in accordance with the laws above to the extent necessary for the performance of the Services.
In the context of this Agreement, “Data Privacy Laws” means the LOPDGDD together with the GDPR For the purpose of Data Privacy Laws, You (or the relevant Partner) are the Data Controller and We are the Data Processor in relation to any personal data processed through the Platform in relation to individuals who are Your or other Partners’ customers, including the Customer Data, (“Data”) and who are issued with digital currencies in connection with Your or other Partners’ loyalty programs.
Under this Agreement, and according to the terms of the Data Privacy Laws, You appoint Us as the Data Processor in relation to Data. 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 other Partners or Members.
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:
- Process the Data at all times in accordance with the Data Privacy Laws and in full compliance with the data protection rules contained therein and solely for the purposes connected with provision by Us of the Services, without prejudice to the Analysis stated in the paragraph a);
- Implement appropriate technical and organizational measures to safeguard the Data from unauthorized 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 unauthorized or unlawful processing or accidental loss, destruction or damage and to the nature of the Data to be protected.
- Ensure that each of Our employees, agents and subcontractors are made aware of Our safeguarding obligations under this Agreement with regard to the security and protection of the Data and of the interests of Data Subjects and shall require that agents and subcontractors that process Data on Our behalf enter into binding obligations with Us in order to maintain the levels of security and protection provided for in this Agreement;
- Not divulge the Data whether directly or indirectly to any person, firm or company or otherwise without the express prior written consent of You as the Data Controller except to those of Our employees, agents and subcontractors who are engaged in the processing of the Data on Our behalf and are subject to the binding obligations referred to in this Agreement, or except as may be required by any law or regulation;
- Inform You in the event that We receive a request from a Customer Data subject seeking to exercise their rights under the Data Privacy Laws. We further agree to assist You, subject to the payment of our fees for such assistance which We may set from time to time, with all data subject information requests which may be received from any Customer Data subject in relation to any Data;
- In the event that We receive a request for any information contained in the Data, not to respond to the person making such request but to inform You as soon as reasonably practicable, and We further agree to assist You with all such requests for information which may be received from any person within such timescales as may be prescribed by You;
- Not process or transfer the Data outside of the European Economic Area; and
- Any personal or confidential Data transported by portable storage media shall be encrypted or password protected as appropriate and handled according to Currency Alliance’s Data Protection Procedures.
In consideration of the obligations undertaken by Us, You agree that You will comply at all times with the Data Protection Laws, and, in particular, You warrant and represent to Us that any disclosure of Data made by You to Us is made with the data subject’s consent or is otherwise lawful.
You shall Indemnify Us and keep Us indemnified on demand against 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 Data and against any award of damages, penalties or other liability that We may incur as a result of your breach of the Data Privacy Laws.
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 indicated in certain communications to other Partners or Members that may be initiated by your actions through the Services, such as messages to Members that You have granted comcoins.
You agree to notify Us immediately if You receive any requests from a Member to discontinue unsolicited communications from You if such communications are generated by the Platform on Your behalf. Currency Alliance may comply with requests from Members to discontinue communications without further notice to the Partners on whose behalf the communications are made.
- Assignment. You may not, without the prior written consent of Currency Alliance, assign your rights under 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 business assets to a third party or any merger of your entity with or 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.
- Updates to this Agreement. Currency Alliance may update the terms of this Agreement from time to time, in which case it shall notify You of the updated terms through your account on the Platform. We may require that You accept the updated terms as a condition for Your continued use of the Services. If you fail to accept changes to this Agreement following an update of the terms, We may terminate your subscription by giving 30 days’ notice.
- 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.
- Waiver. Failure to enforce any right under this Agreement will not waive that right.
- 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.
- 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.
- 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; (c) anti-corruption laws; and (d) any laws regulating the operation of your business including the operation of your loyalty program. 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.
- 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.
- 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.
- Dispute Resolution. In the event of a conflict or dispute related to the entitlement to digital currencies or rewards of your loyalty programs between You and a Member, Currency Alliance may in its sole discretion, acting reasonably, and without liability to You or the Member make adjustments to the Member’s account balances and make corresponding adjustments to your account balance. For the avoidance of doubt, Currency Alliance shall not be (i) obligated to make any such adjustment or otherwise determine 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.
- Governing Language. This Agreement has been written in the English language, and the parties agree that the English version will govern.
- 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.
- Notices. Currency Alliance may provide You with notice via email, regular mail and/or postings on our website. Notices to Currency Alliance should be sent to firstname.lastname@example.org or to Currency Alliance, Gran Via Carles III 58, Local A, 08028 Barcelona, Spain.
- 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 marketing campaign platform (the “Campaign Platform”), which is an aspect of the Services that allows You to communicate with Members of Your loyalty program, or another loyalty program which has its digital currency traded on the Platform.
15.1. General Rules
You shall, as a condition to making any use of the Campaign Platform, be required to follow these rules:
- 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.
- You will comply with Currency Alliance’s Acceptable Use guidelines set out in Clause 15 below. 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.
- 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 permitted use of the Platform.
- We reserve the right, at our sole discretion, to refuse requests to deliver one or more messages to Members on Your behalf if We are not satisfied that such messages are in accordance with legal requirements or the requirements of this Agreement.
15.2. 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.
15.3. Acceptable Use
You shall refrain from using the Platform to send, publish, disseminate, or create anything offensive, to promote any illegal activity, or to harass any person or organization. Without derogation from the generality of the foregoing, You may not send pornography or other sexually explicit communications, e-mails offering to sell illegal goods or services, communications that contain defamatory, offensive, misleading, obscene, discriminatory or racist content, content which is otherwise contrary to generally acceptable ethical or moral standards or contrary to any applicable advertising code or industry code or otherwise objectionable and any materials or content that infringes third party rights (including any third party copyright, designs or trade mark rights) or which is disclosed or disseminated in breach of any duty (including confidentiality duties) to third parties, or which is otherwise likely to give rise to third party liability, or e-mails that violate any other applicable laws or regulations.
15.4. Prohibited Actions
You may not:
- Share your password for the Service with persons outside your organization;
- Use the Platform to create or develop a competing or similar product;
- Use the Platform for purposes of gathering information about the Service, the Platform, other Partners or Members or their Digital Currencies, to carry out competitor analysis, to analyze the functionalities of the Service or the Platform, or other purposes except insofar as they are strictly ancillary to the use of the Platform for the Intended Purposes;
- Use the Platform to solicit partnerships or trade relationships relating to your loyalty program or its benefits or Your Digital Currency with other Partners or any other services you may provide and subsequently transact with such Partners in connection with such program, benefits or Digital Currency outside the Platform; or
- Send any messages through the Platform that are not appropriate for the Platform´s Intended Purposes.
Fees and Pricing
- 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.
- Buying, selling and exchanging Digital Currencies on the Platform: We may allow You to set up and trade one or more digital currencies on the Currency Alliance platform. If this is permitted, You are responsible for setting an economic value associated with each unit of Your own digital currency and accepting the economic value of any digital currency enabled by a Partner. You may sell Your currency for one or more prices and the platform will facilitate this capability. If Your digital currency is redeemable with other Partners on the Platform or may be exchanged with other currencies on the Platform, then You are fully responsible for settling any financial obligations You may incur with that other Partner. If the other Partner wishes to return Your currency in exchange for an acceptable fiat currency, You must settle with them in an acceptable fiat currency. If You do not settle such obligations, the other party may have a legal claim against You and they may pursue any available means to resolve the dispute with You. If You do not resolve such disputes in a manner acceptable to the other party and/or Currency Alliance, We may suspend the trading activity on the platform with your currency –including taking the action of closing your account and preventing You access to the Services.
- Cost of Marketing Messages: The Currency Alliance Campaign Platform is designed to enable You to send marketing messages to Members. If You choose to use these Services, We will charge You a service fee for sending messages using the Currency Alliance Campaign Platform which is equal to 25% above the standard delivery 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. SMS message costs will depend on the standard tariffs in each country where the Member maintains their mobile phone contract.
- Administrative Fee: We will charge an administrative fee of 2% of the total value of currency units issued on your behalf which shall be charged to You monthly. We do not charge for any transactions of currency units once they are issued (with the exception as described in the next section of currency exchanges, or redemption transactions when the reward, merchandise, or service provided to the member is provided by Us ).
- Currency Exchange Fee: We will charge a Currency Exchange fee of 2% for the total value of Your currency exchanged on the platform when another currency is exchanged into Yours, or when Your currency is exchanged for a Gift Card, voucher, product, or service provided by the Platform, which shall be charged to You monthly. This fee does not apply when members exchange out of your currency into another digital currency. If Your account transacts a very large volume of digital currencies on Our platform, You may enquire about volume discounts, which We may agree to in a separate written agreement.
- Minimum Monthly Fee: We reserve the right to charge a minimum monthly fee of €80 per month which we may charge as long as You maintain your account on the Platform and complete at least one transaction during the course of a monthly period. The minimum monthly fee will be waived by Us if Your account incurs no Marketing Message cost or Administrative Fee or Currency Exchange fee, and a digital currency owned by You is not used in any transaction.
Standard and Value-added Services
The Currency Alliance Platform is designed to provide the following Services as standard:
- Partner Account Registration
- API Access Registration and Access to API Documentation
- Access to a Testing Environment for the API
- Use of the API to Issue, Transfer, and Redeem any of the digital currencies configured on Our Platform
- Access to an Extranet Portal to manage your account
- Ability to configure a Loyalty Program and related Rules to meet your business objectives
- Access to a Data Analytics service to view information captured from your Loyalty Program
- Conversion or exchange of currencies configured on Our Platform
- Adding a currency to the Platform – including the sale of such currencies
The Currency Alliance Platform is capable of providing the following value-added Services (which shall be priced on a case-by-case basis):
- Data Reporting that is not enabled through the Extranet interface
- Execution of Marketing Campaigns that are not enabled through the Extranet interface
- Development and/or Implementation of data conversion interfaces
- Data extract from the Platform
- Exposure of one or more of Our non-public APIs for specific business purposes
- Integration with any systems within Your environment to enable real time reporting