Last amended: 11 November, 2023
1. GENERAL
These Terms and Conditions (hereinafter the "Agreement") govern the use of our platform available on www.superloyal.com and app (hereinafter the "Platform") managed by One Superloyal Sweden AB, ("Superloyal", "we", "us" and "our") with a registered office in Artillerigatan 6, 11451 Stockholm, Sweden, with the Tax ID Number SE559398580601.
1.1 Applicability
This Agreement applies to all users of our services, including "Brands" (organizations that use our services to administer loyalty rewards programs for their customers) and "Customers" (individuals who use our services to collect, manage and spend their loyalty points with one or more Brands). References to "users" refer to individual end users of the services, including any employee, representative, consultant, contractor or agent of a Brand, any Customer, and any other end user.
"You" and "Your" refer to You when acting in Your personal capacity or to the legal entity on whose behalf You are entering into this Agreement when acting on behalf of another legal entity. If you are a natural person entering into this Agreement in your personal capacity, including as a customer or as a Brand that is a sole proprietor, or if you are also a User. If you are a User acting on behalf of another legal entity, such as a company, you represent that you have the authority to bind that legal entity. You will ensure that any employee, representative, consultant, contractor or agent using the services on your behalf complies with this Agreement. If you are a Brand, this includes any user who creates an account associated with you ("Account").
Even if you access the services through another platform, such as a platform into which the Platform is integrated, this Agreement still applies to your use of our services.
1.2 Acceptance
These Terms of Service for the services, together with any selected subscription plan, if applicable, and any other Superloyal documents or additional terms expressly incorporated by reference (collectively, the "Agreement"), are a legal agreement between you and Superloyal and govern your access to and use of the Platform.
By accessing or using the Platform provided by Superloyal, you accept this Agreement and agree to be bound by and comply with it. If you do not agree to this Agreement, you will not be permitted to access or use the Platform.
1.3 Updates and Changes to the Agreement and Platform
We reserve the right to modify this Agreement from time to time in our sole discretion by posting an amended version of this Agreement on the Platform. Any such changes will be effective immediately when posted on the Platform and will apply to your continued access to and use the Platform. We also reserve the right, in our sole discretion, to modify any part of the Platform and its services at any time and for any reason, including modifying, withdrawing or terminating, limiting or enhancing any service or any feature or functionality of the Platform, without notice or liability to you. Your continued access to and use of the Platform will be deemed to be your acceptance of such changes.
2. THE SERVICES
2.1 Subscription services
Except for any services available free of charge, you purchase the services as a subscription through a selected subscription plan. Subject to your compliance with this Agreement and payment of all applicable fees, Superloyal will permit you to access and use the services for the subscription term set forth in your selected subscription plan ("Subscription Term"), as well as any services that we expressly make available for free.
2.2 Not Professional Advice
We provide online tools and materials through the services to help brands create and manage their loyalty rewards program. However, these online tools, materials and any other information provided are for informational purposes only, are not guaranteed to be accurate, complete or current, and are not intended to provide legal, accounting, tax or other professional advice. All decisions about the design, strategy and use of a program are yours to make. Some laws may apply to loyalty rewards programs in your country. It is your responsibility to understand and comply with these laws.
2.3 Account Access
In order to use the Platform, each User must register with Superloyal, create an account, and provide certain information, including a name, email address, login username and password (collectively, "ID"). You are responsible for maintaining the confidentiality of IDs and will not use third-party IDs, share your IDs with third parties, or allow users to share IDs. You are responsible for all activities, charges, and liabilities made on or through your accounts, whether authorized or unauthorized by you. If you suspect unauthorized use of an account or use of ID by anyone other than that user, you must notify us immediately. You will ensure that each of your users provides accurate and complete account information at all times, and you will notify us of any changes to the information provided by your users. You are responsible for obtaining and maintaining all telecommunications, broadband, computer hardware, software, equipment, and services necessary to connect to, access, and use the services.
2.4 Loyalty Points
Brands using the platform will issue loyalty points to users as rewards for purchases, interactions with the Brand, or when the user performs other actions in terms defined and under the responsibility of the Brands. Users can then use the loyalty points to receive one-off discounts as part of every payment, to level up to the next status tier or redeem them for other products or benefits defined by each Brand.
All loyalty points will be subject to any additional terms specified for the specific promotional offer or activity as defined by the Brand. The award of Points is subject to Superloyal determination, at its discretion, that a User has engaged with the Platform in accordance with all applicable terms and conditions and this Agreement.
Loyalty Points are promotional, do not have cash value, and can only be redeemed for promotional benefits as set forth in specific Terms by the Brands. Any purported transfer or attempt to sell, trade, or exchange Points, in breach of this Agreement or any other applicable Terms will be null and void. Unless otherwise specified, Loyalty Points will not expire.
3. FEES
3.1 Transaction Fees
You will pay all fees set forth in your selected subscription plan ("Transaction Fees"). All Transaction Fees are non-cancellable and non-refundable and are based on the agreed Subscription Plan and, unless otherwise specified, not on actual usage. You are not entitled to a refund if the services are not used, including if we cancel or change the services for any reason.
3.2 Taxes
All fees, expenses, and other amounts payable to Superloyal under this Agreement are exclusive of any sales, use, value-added, excise or other applicable taxes, duties or levies ("Taxes") for the payment of which you are solely responsible, even if such amounts are not specified in a selected subscription plan.
3.3 Payment Terms
Unless otherwise set out in a Selected Subscription Plan, or another agreement, Transaction Fees are payable 30 days after invoicing. You will pay all fees, expenses and other amounts payable to Superloyal under this Agreement in the currency as set out in the Selected Subscription Plan or another agreement, without set-off or deduction. While we may offer third-party payment service options, we are not liable or responsible for such third-party payment services or their providers in any way.
4. CONTENT AND LICENSE
4.1 Content
The services may contain information and data (including text, images, photos, videos, audio, and documents) that are owned or licensed by Superloyal, its suppliers, or licensors ("Superloyal Content"). The services and Superloyal Content may be protected by copyrights, trademarks, patents, trade secrets and other laws, and as between you and Superloyal, Superloyal owns and retains all title, interest and rights, including all registered and unregistered rights, granted, applied for or otherwise existing now or hereafter under any patent, copyright, trademark, trade secret, database protection or other intellectual property laws, and all similar or equivalent rights or forms of protection in any part of the world in and to the services and the Superloyal Content.
4.2 Ownership and License
The services in your selected Subscription Plan are for the Subscription Term only and are not sold to you. You are authorized to use the software code we provided on your website solely to use the services. All rights not expressly granted to you in this Agreement are reserved and retained by us. You may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, use or sell any Superloyal Content. You must not modify, build upon or block any portion or functionality of the services. Neither the services nor any portion thereof may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express written consent.
4.3 Restrictions
You will not do, or permit others to do, any of the following, and you will prevent any of your users from doing any of the following: (i) license, sublicense, sell, transfer, distribute or transmit the services or Superloyal Content or make it available to any third party; (ii) create derivative works based on or otherwise modify the services or Superloyal Content; (iii) disassemble, reverse engineer or decompile the services or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the services or any software, documentation or data associated with or provided with the services; (iv) access the services or the Superloyal Content to develop a competing product or service; (v) use the services or the Superloyal Content to provide a service to others; (vi) use the Platform to operate more or different types of applications than are permitted under the applicable selected subscription plan; (vii) remove or alter any copyright or other proprietary rights notice on or in the services or Documentation; (viii) use any computer or computer network to infringe the property of another; (ix) violate any applicable federal, state, local or international law, code, rule, regulation, statute, judicial or arbitration or administrative or ministerial or departmental or regulatory judgment, order, decision, resolution or award, policy, guideline or provision of the foregoing, including any general principles of applicable law; (x) disable, hack or otherwise interfere with any security, digital signature, digital rights management, verification or authentication mechanism implemented in or by the services; (xi) include, send, store or execute software viruses, worms, Trojan horses or other malicious computer code, files, scripts, agents or programs in the services; (xii) cause any computer to malfunction, regardless of how long the malfunction lasts; (xiii) modify, disable or delete any computer data, computer program or computer software without authorization; (ix) interfere with, disrupt or undermine the security or operation of the services, the Platform or the Site; or (x) interfere with, disrupt or undermine the use of the services, the Platform or the App by others.
5. ANONYMIZED BRAND DATA
If you are a Brand, you grant us a worldwide, perpetual, irrevocable, royalty-free, gratuitous, non-exclusive, sublicensable and transferable license to anonymize and aggregate metrics and data related to the services and usage of the Platform ("Anonymized Aggregated Data"), provided that the Anonymized Aggregated Data will not be used to identify the Brand or the Brand's users, customers, employees or other identifiable individuals.
You agree that Superloyal: (i) has full ownership of the Anonymized Aggregated Data; (ii) has full license to create derivative works and extract information from the Anonymized Aggregated Data; (iii) may use the Anonymized Aggregated Data to provide, modify, update, correct and improve the services or for other purposes; and (iv) may disclose, sell and publish the Anonymized Aggregated Data to third parties in any manner.
6. COMPLIANCE WITH LAWS
6.1 Compliance with Laws
You represent and warrant that your use of the services complies with all applicable laws. You are responsible for determining whether the services comply with your obligations under applicable law. Superloyal shall not be liable if the services do not meet your requirements under applicable law.
6.2 Privacy and Data Protection
If you are a Brand, part of your compliance with Applicable laws includes your compliance with privacy and data protection laws. You represent and warrant to Superloyal that:
You acknowledge that we have your prior written authorization to respond, at our discretion, to any data subject access requests we receive from your contacts made under privacy or data protection laws, or, alternatively, we may direct any such contacts to you so that you can respond to the request accordingly.
For more information on Data Protection, please refer to our Privacy Policy at www.superloyal.com/privacypolicy.
7. THIRD-PARTY SERVICES
7.1 Third-Party Services
The services contain features or functionalities designed to interact and/or integrate with software, applications or services provided by third parties ("Third-Party Services"). You may be required to access or purchase Third-Party services to use these features or functionalities.
If you use, access or purchase Third-Party services through the services, you do so at your own risk. We are not responsible for any Third-Party services or for any act or omission of any Third-Party Service provider. Superloyal does not own, operate or endorse any Third-Party Services or warrant any Third-Party Services. Third-Party Services are operated independently of us, and we do not guarantee the availability of any Third-Party Services. Suppose the provider of any such Third-Party services ceases to make the Third-Party services available for interoperation with services. In that case, Superloyal may cease providing such features or functionality without entitling you to any refund, credit, or other compensation. We may not have to preview, verify, flag, modify, filter, block, or remove Third-Party Services. You must comply with all agreements and other legal requirements that apply to Third-Party services. We advise you to review the terms of use and privacy policies for all Third-Party services to ensure compliance and determine how they may use your Brand Data and user content.
7.2 Sharing Third-Party Service Providers
If you access or purchase Third-Party services, you grant: (i) us access to any accounts you have with such Third-Party services and permission to share your Brand Data and user content with the Third-Party Service provider; and (ii) them permission to access or otherwise process your Brand Data and use your user content as required for the operation of the Third-Party Services. The Third-Party Service provider may import or export data related to your Accounts, activity and/or content and otherwise gather data from you and your customers. We are not responsible for the disclosure, use, change to or deletion of your Brand Data and user content and will not be liable to you or any third party for access to your Brand Data or user content by Third-Party Services.
8. RESPONSIBILITY AND LIABILITY
Except to the extent otherwise provided in this Agreement, to the maximum extent permitted by law:
Nothing in this Agreement and the consequent performance thereof shall exclude the liability for:
Superloyal, as the owner and responsible for the management, operation and maintenance of the Platform, shall act, in any and all circumstances, as a mere intermediary between the Brand and the Users. Superloyal is not responsible for any other interaction between the Brand and the Users.
You agree to fully indemnify Superloyal for any damages, costs or expenses it may incur as a result of any claims of any kind or nature brought against it by any third party based on damages resulting from your violation of this Agreement or based on your violation of the rights of any third party, including damages paid to third parties by agreement with Superloyal.
No Party shall be liable when, during the term of this Agreement, an event or fact considered as Force Majeure occurs and prevents the timely compliance by any of the Parties with their obligations on the dates and deadlines contractually established, being, in this case, the deadline for such compliance postponed for the period corresponding to the delay resulting therefrom, without prejudice to all possible efforts by the Parties to minimize the consequences of the event.
When the case of Force Majeure makes it impossible to comply with the Agreement for a period of more than sixty (60) days, the Agreement may be terminated without entitling any compensation for non-performance.
9. TERM AND TERMINATION
9.1 Term
This Agreement will commence on the date You first access the services and will terminate when Superloyal provides you with written notice that it is terminating this Agreement, or You cancel your Subscription by any means. Where a Subscription Term renews in accordance with your Selected Subscription Plan, it will be at the Service Fees or any increased rate provided that Superloyal has given you notice of such increase no less than 60 days prior to the renewal date. You may terminate the Selected Subscription Plan, or decline to renew the Subscription Term, in accordance with the terms thereof. Where there is no renewal process or term set out in your Selected Subscription Plan, the Subscription Term will be for a period of one month. It will automatically renew for successive periods of one month each, unless you notify us that you do not wish to renew at least two weeks prior to the end of the then-current term, unless otherwise stated in your Selected Subscription Plan.
9.2 Suspension and Termination Rights
We reserve the right to immediately suspend your access to or terminate the services in our sole discretion, including where you breach this Agreement or Applicable Law or fail to pay fees when due.
9.3 Effect of Termination
Upon expiration or other termination of the Selected Subscription Plan for any reason, your right to access and use the services described in the Selected Subscription Plan will terminate.
9.4 Return of Brand Data
At the end of the Subscription Term, if you are a Brand, you will be entitled to extract certain Brand Data of your customers, such as name and points balance, if requested by You. The Brand Data will be in a format determined by Superloyal. If no Brand Data is requested after one month of the end of the Subscription Term, Superloyal will have the right to delete all user content and Brand Data at any time and cancel your Accounts with us. Archived versions of the services may include archived copies of user content and Brand Data, which may be retained by us for an archive cycle.
9.5 Publicity
You hereby grant Superloyal a license to display, reproduce, and use your trademarks and intellectual property for promotional and marketing purposes.
10. GENERAL
10.1 Interpretation
In this Agreement: (i) the words "include," "includes," and "including" are not limiting; (ii) the word "or" is not exclusive; (iii) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (iv) headings and captions are not considered part of the Agreement but are for convenience only. If you have any questions about this Agreement or wish to provide feedback regarding the services, please contact us at: legal@superloyal.com.
10.2 Rights and Remedies
Except as expressly provided in this Agreement, the rights and remedies of both parties are not exclusive. They are in addition to any other rights and remedies provided by law or at equity.
10.3 Entire Agreement
This Agreement represents the entire understanding between the parties with respect to the subject matter of this Agreement.
10.4 Further Assurances
You will execute such documents and perform such acts as necessary to give full effect to this Agreement.
10.5 Assignment
You may not assign this Agreement, or any of the rights or obligations arising thereof, in whole or part, to any third party without our prior written consent. This Agreement is binding on and will endure to the benefit of the parties and their respective permitted successors and assigns. We may assign this Agreement, in whole or in part, including any rights or obligations under this Agreement, in our sole discretion.
10.6 Waiver and Severability
A waiver of any term of this Agreement is effective only if it is in writing and signed by Superloyal and is not a waiver of any other term. If any term of this Agreement is found to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect, invalidate, or render unenforceable: (i) any other term of this Agreement; or (ii) the same term in any other jurisdiction.
10.7 Conflict
In the event of any conflict between the main body of this Agreement and the Selected Subscription Plan, as applicable, the main body of this Agreement will govern.
10.8 Governing Law and Jurisdiction
This Agreement is governed by the applicable provisions of Swedish law. All disputes arising out of or in connection with this Agreement shall be exclusively resolved by the Judicial Court of the Stockholm, Sweden.
10.9 Relationship
Nothing in this Agreement will be deemed to constitute either party as the agent or representative of the other party, or both parties as joint venturers or partners for any purpose.
10.10 International Users
The services are controlled, operated, and administered by Superloyal (or its licensees) from its offices within Sweden and is not intended to subject Superloyal to the laws or jurisdiction of any state, country or territory other than those of Sweden. Those who choose to access the services do so on their own initiative and at their own risk and are responsible for complying with all local laws, rules and regulations. You are responsible for additional charges such as customs, fees, taxes, and import duties. We may limit the availability of the services, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.
10.11 Force Majeure
We will not be responsible for failure or delay in our performance under this Agreement due to causes beyond our control, including labor disputes, strikes, wars, riots, terrorism, criminal acts of third parties, acts of God or governmental action.
