1. Customer Loyalty Program
3. Accounts and Passwords
Each Merchant must complete the registration process by providing Ferret Card with current, complete and accurate information, as more specifically required by the then current registration procedures. You represent and warrant that all registration information you submit is accurate and truthful. Ferret Card may use the contact information you provide to verify your identity and you hereby consent to Ferret Card contacting you directly or through automated means to do so. You are solely responsible for all activity that occurs on your account and shall be responsible for maintaining the confidentiality of your Service password. You shall never use another user's account without such other user's express permission. You will immediately notify Ferret Card in writing of any unauthorized use of your account, or other account related security breach of which you are aware. You agree that Ferret Card cannot and will not be liable for any loss or damage arising from your failure to keep your password secure.
You must keep your account information up-to-date and accurate at all times, including a valid email address and phone number. You may not transfer or sell your Ferret Card account to another party.
4. Fees and Payments
Fees and any other charges for the use of Ferret Card Premium Services are described on the Site at: http://merchant.ferretcard.com/html/features.html#features_premium Fees may change from time to time. If we change them, we will give you at least 30 days' notice before implementing the change. If they do change, your continued use of our Services after the change indicates your agreement with the new fees and charges after the effective date of the change. Any change to fees and other charges will not be applicable to the billing period in which the change occurs. You are responsible for all taxes applicable to the fees, if any, in any applicable jurisdiction.
Fees paid to Ferret Card HK Ltd or its assigned licensees for products and service offered on the Site, unless otherwise specified in writing, are non-refundable. If your use of the Site is terminated by us because of your breach of these Terms, we will retain fees and charges paid by you for your use of the Site. If we terminate your use of the Site for any reason other than your breach of these Terms, we will refund your subscription fee on a pro rata basis.
5. Content and Ownership
You acknowledge and agree that the Service and all content, information and other materials made available via the Service are protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws or privacy laws, and Ferret Card (and its licensors) shall own and retain all rights, title and interests (including all intellectual property and proprietary rights) therein and thereto. Unless and only to the extent expressly authorized by Ferret Card, you agree not to or allow a third party to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works of the Service or such content, information and other materials.
6. User Submissions, Prohibited Content and Activities
By uploading, posting, submitting or otherwise distributing any Content ("User Submission") via the Service or which you otherwise provide to Ferret Card, you hereby:
- grant and agree to grant to Ferret Card a non-exclusive, transferable, perpetual, irrevocable, non-exclusive, royalty-free right and license (with right to sublicense) to use, reproduce, publicly display, modify, distribute, User Submission, in any form, in connection with the Service (including without limitation, in connection with the "Ferret Card" service); and
Ferret Card shall have the right to use, reproduce, transfer, sublicense and otherwise exploit perpetually any information that you submit, upload, post, create or add to the Service.
By way of example, and not as a limitation, you shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Service, including without limitation any User Submission, that:
- infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;
- violates any applicable law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, false advertising, or beverage alcohol advertising and marketing);
- you know is false, misleading, untruthful or inaccurate;
- is unlawful, defamatory, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane;
- constitutes unauthorized or unsolicited advertising, junk or bulk e-mail ("spamming");
- contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Ferret Card or any third party; or
- impersonates any person or entity, including any employee or representative of Ferret Card.
Additionally, you shall not: (a) take any action that imposes or may impose (as determined by Ferret Card in its sole discretion) an unreasonable or disproportionately large load on Ferret Card's (or its third party providers') infrastructure; (b) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (c) bypass any measures Ferret Card may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); (d) run any form of auto-responder or "spam" on the Service; or (e) use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Service.
You shall not (directly or indirectly): (a) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction, (b) modify, translate, or otherwise create derivative works of any part of the Service, or (c) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.
In connection with the Service, you may obtain personal information, including but not limited to Facebook account name, first and last name, e-mail address, age, shopping behaviour, business frequency or friends. Without obtaining prior permission from Ferret Card or the applicable user, this personal information shall only be used by for you to manage Ferret Card usage at your business or to view customer statistics at your business and you may not use or disclose such information for any other purpose. Ferret Card has not granted you a license to use the information for unsolicited commercial messages. Without limiting the foregoing, without express consent from the user, you are not licensed to add any Ferret Card user to your email or physical mail list. You agree to take commercially reasonable steps, compliant with applicable laws, rules and regulations, to protect all Ferret Card user data and information from unauthorized use, disclosure or access by third parties.
8. Stamps, Rewards and Specials
Merchants must at all times offer a minimum of 1 Rewards for Ferret Card users to redeem using Gold Stamps, and 1 Reward for Ferret Card users to redeem using Silver Stamps. As defined in the Service, a Reward given to Ferret Card users must:
- Be an offer or iCode that provides a good, service, or benefit offered to a user for free or for a reduced price.
- Not require that a user use another service or website to redeem the Reward.
- Require a minimum of 1 "stamp" in order for the Reward to be redeemed.
As defined in the Service, a Special given to Ferret Card users must:
- Be an offer or iCode that provides a good, service, or benefit offered to a user for free or for a reduced price.
- Not require that a user use another service or website to redeem the Special.
Merchants must at all times honour any Rewards or Specials offered through the Service. Any costs derived from honouring Rewards or Specials is at the sole expense of the Merchant. Ferret Card is to be held harmless from any liability derived from failure of Merchant to honour Rewards or Specials.
Stamps are to be issued by the Merchant to Ferret Card users solely upon a sale or transaction between the user and the Merchant. Ferret Card reserves the right, at its sole discretion, to destroy any stamps it believe were issued fraudulently. Should Ferret Card have any doubts as to the authenticity of a transaction for which stamps were issued, Ferret Card reserves the right to request for proof of said transaction in order to ascertain the authenticity of issued stamps. Should suspected fraudulently issued stamps be used to trade for other stamps in the Stamp Exchange, Ferret Card reserves the right to reverse any such trades at its sole discretion.
Ferret Card may terminate any user's access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate your registration and account, you may do so at any time by following the instructions on the Service.
Upon any termination, all rights and obligations of the parties shall cease and you shall immediately cease using the Service, except that (a) all obligations that accrued prior to the effective date of termination (including without limitation, all payment obligations) and all remedies for breach of the Agreement shall survive and (b) the provisions of Sections 5, 7 and 10 - 15 inclusive shall survive. After termination, Ferret Card has no obligation to maintain any content in any user's account or to forward any unread or unsent messages to you or any user of the "Ferret Card" service or any other party.
Upon termination, all stamps and Specials issued by the Merchant shall be removed from the Service. Ferret Card shall be held harmless against any claims made by other users against Ferret Card deriving from the removal of such stamps and Specials. The Merchant shall undertake to compensate all Ferret Card users for loss of stamps and Specials due to termination of Service for any reason.
10. Disclaimer of Warranties
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". THE SERVICE IS PROVIDED WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, INTEGRATION, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. FERRET CARD DOES NOT WARRANT THAT: (A) ANY INFORMATION WILL BE TIMELY, ACCURATE, RELIABLE OR CORRECT; (B) THE SERVICE WILL BE SECURE, ERROR-FREE, UNINTERRUPTED OR AVAILABLE AT ANY PARTICULAR TIME OR PLACE; (C) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (D) THE SERVICE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (E) ANY RESULT OR OUTCOME CAN BE ACHIEVED. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK.
11. Limitation of Liability
You agree that Ferret Card shall not be responsible or liable for any unauthorized access to, alteration or use of your account, transmissions or data, or any material or data sent or received or not sent or received through the Service. You agree that Ferret Card is not responsible or liable for any threatening, defamatory, obscene, offensive, illegal or other content or conduct of any third party or any infringement of another's rights, including intellectual property rights.
IN NO EVENT SHALL FERRET CARD (OR ITS AFFILIATES, LICENSORS AND SUPPLIERS) BE LIABLE CONCERNING ANY SUBJECT MATTER RELATED TO THE SERVICE, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) MATTER BEYOND ITS REASONABLE CONTROL, (B) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, (C) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL, OR (D) DAMAGES, IN THE AGGREGATE, IN EXCESS OF US$50.00 OR THE FEES PAID BY YOU FOR ACCESS TO THE SERVICE DURING THE PREVIOUS 12 MONTH PERIOD, WHICHEVER IS GREATER, EVEN IF FERRET CARD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.
SOME STATES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
You agree to (a) defend Ferret Card and its employees, contractors, officers, directors and representatives against any action or suit that arises out of your use or misuse of the Service, any transaction or other dealings with any other user or other third party in which you are involved, or your breach of any of your representations, warranties or covenants under this Agreement and (b) indemnify Ferret Card for settlement amounts or damages, liabilities, costs and expenses (including reasonable attorneys' fees) awarded and arising out of such a claim. Ferret Card reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Ferret Card in asserting any available defenses.
13. Disputes; Choice of Law and Forum
A printed version of the Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
The Agreement shall be governed by and construed in accordance with the laws of Hong Kong. In the event of any conflict between Hong Kong and foreign laws, rules and regulations, Hong Kong laws, rules and regulations shall govern. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Agreement. You expressly agree that the exclusive jurisdiction for any claim or action arising out of or relating to the Agreement or use of the Service shall be filed only in the state or federal courts located in Hong Kong, and you further agree and submits to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation, this section.
14. Integration and Severability
This Agreement, in addition to any other written agreements, you may have entered into with Ferret Card regarding specific services, are the entire agreement between you and Ferret Card with respect to the Service, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Ferret Card with respect to the Service. If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable.
15. General Provisions
Your rights and obligations under the Agreement are personal to you, and are not assignable, transferable or sublicensable by you except with Ferret Card's prior written consent. Ferret Card may assign, transfer or delegate any of its rights and obligations hereunder without consent. All waivers, consents and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment relationship is created as a result of the Service or Agreement, and neither party has any authority of any kind to bind the other in any respect. All notices under this Agreement will be in writing (including electronically) and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile, e-mail or through the service; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.
16. Modification of Terms of Service
We may modify the Terms upon notice to you at any time. You will be provided notice of any such modification by electronic mail or by publishing the changes on the website http://merchant.ferretcard.com/Home/merchantTerms. You may terminate your use of the Services if the Terms are modified in a manner that substantially affects your rights in connection with use of the Services. Your continued use of the Service after notice of any change to the Terms will be deemed to be your agreement to the amended Terms.