LOYALITY, INC (LOYALITY) MASTER TERMS AND CONDITIONS
LOYALITY MAY AMEND THESE TERMS AND CONDITIONS AT-WILL WITHOUT PROVIDING FURTHER NOTICE TO CLIENT. THE MOST CURRENT VERSION OF THIS AGREEMENT CAN BE FOUND ON LOYALITY’S WEBSITE.
SCOPE OF AGREEMENT, ADDITIONAL TERMS AND CONDITIONS. The terms and conditions set forth herein apply to Client's and its Affiliates’ purchases from LOYALITY, or any of its Affiliates, of any services (“Services”), as well as licenses for software, hardware, subscription services, and / or any other tangible or intangible good (collectively, "Product"). For purposes of the parties’ Agreement, "Affiliate" means any entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or under common control with Client or LOYALITY, as the case may be.
This Agreement shall govern the parties’ relationship as it relates to any Product or Services. However, in addition to (and not in substitution of) this Agreement, Client may be required to execute one or more addenda ("Addenda"), and may be required to execute a separate written or electronic order form, a quote, or other mutually acceptable order documentation (referred to generally as the "Quote"). Any Services to be rendered to Client must be further described in one or more Statements of Work. In the event of any conflict between the terms of the Statement of Work and those of this Agreement, the terms of the Statement of Work will prevail.
BY SIGNING THE QUOTE CLIENT IS AGREEING TO BE BOUND TO THE TERMS OF THIS AGREEMENT AND ANY STATEMENT OF WORK ACCOMPANYING THE QUOTE.
Term and Termination. This Agreement will begin on the Effective Date and will continue until each Addendum or Statement of Work expires or is terminated. LOYALITY may: (a) terminate a specific Quote if Client fails to pay any applicable fees due for that Quote within twenty (20) days after receipt of written notice from LOYALITY of non-payment; and/or (b) terminate this Agreement if Client commits any other material breach of this Agreement (or any Addendum), and fails to cure such breach within twenty (20) days after receipt of written notice from LOYALITY. Upon any termination of this Agreement, Client will immediately uninstall (if the Product is software) and cease to use the Product and, upon LOYALITY's written request, immediately return such Product to LOYALITY, together with all related documentation requested by LOYALITY. Upon written request of LOYALITY, Client will promptly certify in writing to LOYALITY that all copies of the Product have been returned, and that any copies not returned have been destroyed. Additionally, Client will promptly pay LOYALITY for all Services rendered and expenses incurred through the termination date. LOYALITY may terminate any license granted for a Deliverable (as defined below) if (i) Client does not pay LOYALITY for that Deliverable in accordance with this Agreement, or (ii) if Client materially breaches any part of Section 4 of this Agreement.
Payment AND DELIVERY. Client will pay LOYALITY all fees due upon receipt of an invoice specifying the amounts due ("Fees"). All Fees payable under this Agreement are exclusive of sales, use, VAT, customs duties, excise, and any other applicable transaction taxes, which Client will pay (excluding taxes based upon the net income of LOYALITY). All Product is FOB shipping point. All Fees will be detailed in an Quote. Unless otherwise stated in a Statement of Work, Client agrees to pay or reimburse LOYALITY for all actual, necessary, and reasonable expenses incurred by LOYALITY in performance of such Statement of Work, which are capable of verification by receipt. LOYALITY will submit invoices to Client for such fees and expenses either upon completion of the Services, or at stated intervals, in accordance with the applicable Statement of Work. All invoices not paid in full after twenty (20) days shall incur interest at the rate of 18% APR.
Proprietary Rights and Confidentiality.
Proprietary Rights. LOYALITY, or its Affiliates or licensors, retains all right, title and interest in any and all intellectual property, informational, industrial property and moral rights in the Product, and copies thereof. LOYALITY neither grants nor otherwise transfers any rights of ownership in the Product to Client. The Product is protected by applicable copyright and trade secrets laws, and other forms of intellectual property, informational and industrial property protection.
Product. Client may only use and disclose Product in accordance with the terms of this Agreement and applicable Addenda. LOYALITY reserves all rights in and to the Product not expressly granted in this Agreement. Client may not disassemble or reverse engineer any software Product, or decompile or otherwise attempt to derive any software Product's source code from executable code, except to the extent expressly permitted by applicable law despite this limitation, or provide a third party with the results of any functional evaluation, or benchmarking or performance tests on the Products, without LOYALITY’s prior written approval. Except as expressly authorized in this Agreement or an Addendum, Client may not (a) distribute the Product to any third party (whether by rental, lease, sublicense or other transfer), or (b) operate the Product in an outsourcing or service provider business to process the data of third parties. Additional usage restrictions may apply to certain third-party files or programs embedded in the Product - applicable installation instructions or release notes will contain the relevant details.
Services Deliverables Licensed Under This Agreement
(a) License. Subject to the terms of this Agreement, LOYALITY grants Client a perpetual, non-exclusive, non-transferable license to use and modify all programming, documentation, reports, and any other digital deliverables provided as part of the Services (the “Deliverables”) solely for its own internal use.
(b) Pre-Existing License Agreements. If Client is acquiring the Product from LOYALITY as a reseller for a third party, all restrictions, and other terms pertaining to the Product are found only in the applicable agreement provided with the Product by the original manufacturer of the Product (the “OEM Agreement”), and such OEM Agreement is only between Client and the third party owner of the Product. Each Quote for Product by Client shall only be effective upon written acknowledgment and acceptance of such Quote by LOYALITY. Further, any additional or conflicting terms of Client’s purchase order with this Addendum or the Agreement are rejected by LOYALITY.
(c) Ownership. LOYALITY owns all right, title and interest in the Deliverables, including all intellectual property rights embodied therein. Nothing in this Agreement is intended to or will have the effect of vesting in or transferring to Client rights in LOYALITY’s or its Affiliates’ or its or their suppliers’ software, methods, know-how or other intellectual property, regardless of whether such intellectual property was created, used or first reduced to practice or tangible form in the course of performance of the Services, whether solely by LOYALITY or jointly with Client.
4.4 Mutual Confidentiality. This Section sets out the terms for identification of information which is considered confidential and proprietary by a party (the “Discloser”), and restrictions against use and disclosure of such Confidential Information after disclosure to the other party (the “Recipient”).
Definition. The term “Confidential Information” means all proprietary or confidential information that is disclosed to the Recipient by the Discloser, and includes, among other things (i) any and all information relating to products or services provided by a Discloser, its Client-related and financial information, source and executable code, flow charts, drawings, techniques, specifications, development and marketing plans, strategies, forecasts, and sales and marketing materials; (ii) the Product; and (iii) the terms of this Agreement. Confidential Information does not include information that Recipient can show: (A) was rightfully in Recipient’s possession without any obligation of confidentiality before receipt from the Discloser; (B) is or becomes a matter of public knowledge through no fault of Recipient; (C) is rightfully received by Recipient from a third party without violation of a duty of confidentiality; or (D) is or was independently developed by or for Recipient.
Disclosure Restrictions. Recipient may not disclose Confidential Information of Discloser to any third party without the prior written consent of Discloser.
Proprietary Legends. Recipient may not remove, obscure, or alter any proprietary legend relating to the Discloser’s rights on or from any form of Confidential Information of the Discloser, without the prior written consent of the Discloser, except as expressly authorized in an Addendum.
ALLOCATION OF RISK
Disclaimer of Damages. EXCEPT FOR VIOLATIONS OF SECTION 4, NEITHER PARTY, NOR ITS AFFILIATES AND LICENSORS, ARE liable to the other party, or its affiliates or licensors, for ANY SPECIAL, indirect, incidental, PUNITIVE or consequential damages ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PRODUCT (INCLUDING WITHOUT LIMITATION losT profits, lost computer USAGE, AND damage or loss of USE OF data), EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, and irrespective of the negligence of either party or WHETHER SUCH DAMAGES RESULT FROM A CLAIM ARISING UNDER TORT or CONTRACT law.
Limitation of Liability. EXCEPT FOR violations of SECTION 4, LOYALITY's LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIMITED TO the GREATER OF THE amount PAID OR PAYABLE by Client for THE APPLICABLE Product.
Injunctive Relief. Both parties acknowledge that their violation of Section 4 may cause the other party immediate and irreparable harm. In the event of such breach, the breaching party agrees that the other party may seek, in addition to any and all other remedies available at law, an injunction, specific performance or other appropriate relief.
All Necessary Rights. If, as part of LOYALITY’s performance of Services, LOYALITY is required to use, copy or modify any third party system (hardware, software or other technology) provided or licensed to Client, then prior to LOYALITY’s performance of such Services, Client will acquire all rights necessary for LOYALITY to perform such Services.
LOYALITY warrants that it shall provide the services under this AGREEMENT in a commercially reasonable manner, consistent with industry standards. In the event an issue arises under this AGREEMENT with respect to the services provided hereunder, LOYALITY shall use commercially reasonable efforts to correct any issue under its control. The limit of LOYALITY’s liability hereunder shall be LOYALITY’s cost to correct any issue or the return of fees associated with the particular project or issue, but in no event such amount shall not exceed the fees paid to LOYALITY for the period of ninety (90) days prior to the incident giving rise to the issue under this warranty. Client agrees that the limit of LOYALITY’s liability under this AGREEMENT shall be regardless of the nature of the claim, demand, or cause of action, including but not limited to, any claims of contractual liability, liability for misrepresentations or inducements of any kind, any product liability (whether based on negligence or strict liability). In the event of a breach of this warranty which remains uncured for a period of twenty (20) business days, in additional to the remedy set forth above, Client may terminate this AGREEMENT by providing written notice to LOYALITY. IN NO EVENT SHALL LOYALITY BE LIABLE FOR ANY LOST PROFITS, OR ANY PUNATIVE, SPECIAL, CONTINGENT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, EVEN IF LOYALITY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. LOYALITY shall not be obligated to assume the defense of, or satisfy, any claim that might be made against Client by any other party. In addition, Client specifically undertakes to defend, indemnify, and hold LOYALITY harmless for any loss, claim, or damage, including all such claims by third parties resulting from Client use of third-party software, unless it was caused solely by the negligence or willful act of LOYALITY.
Intellectual Property Indemnity
(a) Infringement Claims. If a third party asserts a claim against Client asserting that the Deliverables and/or LOYALITY’s performance of the Services in accordance with the terms of this Agreement violates a patent, trade secret or copyright (an “Intellectual Property Right”) owned by that third party (“Infringement Claim”), then LOYALITY will, at its own expense: (a) defend or settle the Infringement Claim; and (b) indemnify Client for any damages finally awarded against Client, but only if Client promptly notifies LOYALITY of any Infringement Claim, LOYALITY retains sole control of the defense of any Infringement Claim and all negotiations for its settlement or compromise, and Client provides all reasonable assistance requested by LOYALITY. LOYALITY will not be liable for any expenses or settlements incurred by Client without LOYALITY's prior written consent.
(b) Remedies. If an injunction or order is obtained against LOYALITY performing the Services for Client and/or Client using the Deliverables by reason of the allegations of infringement, or if in LOYALITY’s opinion the Services and/or Deliverables may violate a third party's proprietary rights, then LOYALITY will, at its expense: (a) procure for Client the right to continue to receive the Services and/or use the Deliverables; (b) modify or replace the Services and/or Deliverables with a compatible, functionally equivalent substitute; or (c) if neither (a) nor (b) are commercially practical, terminate this Addendum and release Client from its obligation to make future payments for the Services and/or Deliverables. Sections 5.1 and 5.2 contain Client's exclusive remedies and LOYALITY's sole liability for claims of infringement.
Insurance. LOYALITY will provide and maintain during its rendition of the Services, but only for losses arising out of LOYALITY’s work for Client: (a) Worker's Compensation and related insurance as prescribed by the law of the state applicable to the employees performing such Services; (b) employer's liability insurance with limits of at least one million dollars ($1,000,000) for each occurrence; (c) comprehensive/commercial general liability insurance including products liability with one million dollars ($1,000,000) per occurrence combined single limit and two million dollars ($2,000,000) general aggregate, including coverage for the use of subcontractors, products liability and completed operations, and not containing an exclusion for explosion, collapse and underground coverage; (d) comprehensive motor vehicle liability insurance, including coverage for owned, hired, leased, rented and non-owned vehicles of at least one million dollars ($1,000,000) for combined single limit for bodily injury, including death, and/or property damage; and (e) professional liability insurance covering the effects of errors and omissions in the performance of professional duties in the amount of one million dollars ($1,000,000) for each occurrence and in the aggregate associated with Services.
Independent Contractor. Nothing in this Agreement will be construed to make either party an employer, employee, agent or partner of the other, and this Agreement will not be construed to create rights, express or implied, on behalf of or for the use of any party other than LOYALITY and Client. All of the Services performed by LOYALITY will be performed as an independent contractor. LOYALITY will perform such Services under the general direction of Client, but LOYALITY will have sole discretion to determine the manner, method and means of performing such Services subject to the provisions of this Agreement and applicable Statement of Work. Neither party will have any authority to make any contract in the name of or otherwise to bind the other party. LOYALITY will be responsible for and will pay all unemployment, social security and other payroll taxes, and all worker's compensation claims, worker's compensation insurance premiums and other insurance premiums, with respect to LOYALITY and LOYALITY's employees.
Mutual Non-Solicitation. During the term of this Agreement, and for a period of twelve (12) months thereafter, neither party will solicit for employment any employees of the other party or its affiliates who, within twelve (12) months prior to such solicitation: (a) directly performed under this Agreement, (b) had substantial contact with the hiring party in relation to this Agreement, or (c) the hiring party became aware of due to, or derived from information learned through the performance of, this Agreement. For this purpose, "solicitation" does not include contact resulting from indirect means such as public advertisement, placement firm searches or similar means not directed specifically at the employee to which the employee responds on his or her own initiative. Notwithstanding the foregoing, either party may at any time, directly or indirectly, solicit and hire any employee of the other party if such employee did not resign but was terminated by the other party. The parties acknowledge and agree that a breach of this “Non-Solicitation” clause will not give rise to a right of termination of this Agreement; the party not in breach will only have the right to seek and recover direct damages, of twenty (20) percent of employee’s annual salary from the breaching party.
Mutual Indemnity. Each party will indemnify, defend and hold harmless the other party from all claims, liabilities or expenses for physical damage to real property or tangible personal property and bodily injury, including death, to the extent caused by the gross negligence or willful misconduct of the indemnifying party’s employees or contractors arising out of this Agreement and while at the Clients premises. The foregoing indemnities are contingent upon the party seeking indemnity giving prompt written notice to the indemnifying party of any claim, demand or action, and cooperating with the indemnifying party in the defense or settlement of any such claim, demand or action.
Severability. Should any provision of this Agreement be invalid, or unenforceable, the remainder of the provisions will remain in effect. In the event of a dispute, the prevailing party in any litigation or arbitration will be entitled to recover its attorneys’ fees and cost incurred from the other party.
Notices. Unless otherwise provided, notices to either party will be in writing to the address indicated above, or as later amended, and deemed effective when received.
Verification. Upon LOYALITY’s written request, Client will provide LOYALITY with a certification signed by an officer of Client verifying that Product is being used pursuant to the terms of this Agreement, including without limitation the licensed capacity of the Product. LOYALITY may, at its expense, audit Client's use of Product to confirm Client’s compliance with this Agreement. Any such audit will be conducted during regular business hours at Client’s facilities and will not unreasonably interfere with Client’s business activities. If an audit reveals that Client has underpaid Fees to LOYALITY, Client will pay such underpaid Fees. If the underpaid Fees exceed five percent (5%) of the Fees paid, then Client will also pay LOYALITY’s reasonable costs of conducting the audit.
Assignment. Client may not assign this Agreement or any rights granted in this Agreement to any third party, except with the prior written consent of LOYALITY. LOYALITY may assign this Agreement upon providing written notice to Client.
No Waivers. Failure of a party to require performance by the other party under this Agreement will not affect the right of such party to require performance in the future. A waiver by a party of any breach of any term of this Agreement will not be construed as a waiver of any continuing or succeeding breach.
Force Majeure. Any delay or failure of any party to perform any obligation under this Agreement caused by governmental restrictions, labor disputes, storms or natural disasters, emergency, or other causes beyond the reasonable control of the party, will not be deemed a breach of this Agreement. This provision does not apply to the payment of monies or any breach of Section 4.
Entire Agreement. This Agreement, together with each Addendum and Quote, constitutes the entire agreement between Client and LOYALITY, and supersedes any prior or contemporaneous negotiations or agreements, whether oral or written, concerning this subject matter. This Agreement, and each Addendum and Quote, may be modified only in a mutually signed writing between Client and LOYALITY. In the event of a conflict between this Agreement and, any Addendum or an Quote, the terms of the Quote will control, followed by the terms of the applicable Addendum and then this Agreement.
Export Controls. Client will cooperate with LOYALITY as reasonably necessary to permit LOYALITY to comply with the laws and regulations of the United States and all other relevant countries, relating to the control of exports (“Export Laws”). Client may not import, nor export or re-export directly or indirectly, including via remote access, any part of the Product into or to any country for which a validated license is required for such import, export or re-export under applicable Export Laws, without first obtaining such a validated license.
Referencing. Client agrees that LOYALITY and its Affiliates may refer to Client as a Client of LOYALITY, both internally and in externally published media.
Client also agrees to instruct appropriate personnel within
its organization that Client has agreed to receive and
participate in calls, from time to time, with potential Clients
of LOYALITY who wish to evaluate the technical specifications of
Governing Law & Dispute Resolution. This Agreement shall be governed by the laws of the State of Wisconsin. If there is any dispute between the parties arising out of this Agreement, the parties agree to submit said dispute to binding arbitration. Arbitration shall be commenced by one party serving a written demand upon the other, via certified mail, who shall have 20 days to respond. Within 14 days of responding, the parties shall mutually agree upon the appointment of an arbitrator. If the parties cannot agree, they shall request the Chief Judge of the 8th Judicial District to appoint an arbitrator. The place of arbitration shall be at a place of the arbitrator’s choosing, or a location otherwise agreed to by the parties. Wisconsin substantive law shall apply during such arbitration, and Wis. Stat. Sec. 799.209 shall generally govern hearing procedure. The arbitrator shall have full discretion to establish limits on discovery and scheduling. The responsibility for payment of the cost of the arbitrator and the costs and reasonable attorneys’ fees of the parties incurred in connection with the arbitration shall be allocated among the parties by the arbitrator. The arbitrator’s decision shall be made not more than 120 days after the date of the first party’s demand for arbitration. Judgment upon the arbitration award may be entered in any court having jurisdiction thereof, on the request of any party. The parties acknowledge that they are not entitled to, and hereby waive, any right to a jury trial as a result of any controversy or claim under this Agreement. Each party agrees to keep confidential the subject matter and result of the arbitration, unless disclosure of some or all of the information is required by law, or unless all parties agree otherwise. The Arbitrator shall have the authority to compel the parties to attend pre-hearing mediation.
Survival. Sections 2, 4, 5, 6 and 7 will survive the termination or expiration of this Agreement.
Last updated: June 03, 2022
use and disclosure of Your information when You use the Service and tells You
about Your privacy rights and how the law protects You.
We use Your Personal data to provide and improve the Service. By using the
Service, You agree to the collection and use of information in accordance with
Interpretation and Definitions
The words of which the initial letter is capitalized have meanings defined
under the following conditions. The following definitions shall have the same
meaning regardless of whether they appear in singular or in plural.
* Account means a unique account created for You to access our Service or
parts of our Service.
* Company (referred to as either "the Company", "We", "Us" or "Our" in this
Agreement) refers to Loyality Inc., 200 Packerland Drive, Green Bay WI
* Cookies are small files that are placed on Your computer, mobile device or
any other device by a website, containing the details of Your browsing
history on that website among its many uses.
* Country refers to: Wisconsin, United States
* Device means any device that can access the Service such as a computer, a
cellphone or a digital tablet.
* Personal Data is any information that relates to an identified or
* Service refers to the Website.
* Service Provider means any natural or legal person who processes the data
on behalf of the Company. It refers to third-party companies or
individuals employed by the Company to facilitate the Service, to provide
the Service on behalf of the Company, to perform services related to the
Service or to assist the Company in analyzing how the Service is used.
* Usage Data refers to data collected automatically, either generated by the
use of the Service or from the Service infrastructure itself (for example,
the duration of a page visit).
* Website refers to Loyality, accessible from <https://www.loyality.com/>
* You means the individual accessing or using the Service, or the company,
or other legal entity on behalf of which such individual is accessing or
using the Service, as applicable.
Collecting and Using Your Personal Data
Types of Data Collected
While using Our Service, We may ask You to provide Us with certain personally
identifiable information that can be used to contact or identify You.
Personally identifiable information may include, but is not limited to:
* Email address
* First name and last name
* Phone number
* Usage Data
Usage Data is collected automatically when using the Service.
Usage Data may include information such as Your Device's Internet Protocol
address (e.g. IP address), browser type, browser version, the pages of our
Service that You visit, the time and date of Your visit, the time spent on
those pages, unique device identifiers and other diagnostic data.
When You access the Service by or through a mobile device, We may collect
certain information automatically, including, but not limited to, the type of
mobile device You use, Your mobile device unique ID, the IP address of Your
mobile device, Your mobile operating system, the type of mobile Internet
browser You use, unique device identifiers and other diagnostic data.
We may also collect information that Your browser sends whenever You visit our
Service or when You access the Service by or through a mobile device.
Tracking Technologies and Cookies
Service and store certain information. Tracking technologies used are beacons,
tags, and scripts to collect and track information and to improve and analyze
Our Service. The technologies We use may include:
* Cookies or Browser Cookies. A cookie is a small file placed on Your
Device. You can instruct Your browser to refuse all Cookies or to indicate
when a Cookie is being sent. However, if You do not accept Cookies, You
may not be able to use some parts of our Service. Unless you have adjusted
* Flash Cookies. Certain features of our Service may use local stored
objects (or Flash Cookies) to collect and store information about Your
preferences or Your activity on our Service. Flash Cookies are not managed
by the same browser settings as those used for Browser Cookies. For more
information on how You can delete Flash Cookies, please read "Where can I
change the settings for disabling, or deleting local shared objects?"
available at <https://helpx.adobe.com/flash-player/kb/disable-local-
* Web Beacons. Certain sections of our Service and our emails may contain
small electronic files known as web beacons (also referred to as clear
gifs, pixel tags, and single-pixel gifs) that permit the Company, for
example, to count users who have visited those pages or opened an email
and for other related website statistics (for example, recording the
popularity of a certain section and verifying system and server
Cookies can be "Persistent" or "Session" Cookies. Persistent Cookies remain on
Your personal computer or mobile device when You go offline, while Session
Cookies are deleted as soon as You close Your web browser.
We use both Session and Persistent Cookies for the purposes set out below:
* Necessary / Essential Cookies
Type: Session Cookies
Administered by: Us
Purpose: These Cookies are essential to provide You with services
available through the Website and to enable You to use some of its
features. They help to authenticate users and prevent fraudulent use of
user accounts. Without these Cookies, the services that You have asked for
cannot be provided, and We only use these Cookies to provide You with
* Cookies Policy / Notice Acceptance Cookies
Type: Persistent Cookies
Administered by: Us
on the Website.
* Functionality Cookies
Type: Persistent Cookies
Administered by: Us
Purpose: These Cookies allow us to remember choices You make when You use
the Website, such as remembering your login details or language
preference. The purpose of these Cookies is to provide You with a more
personal experience and to avoid You having to re-enter your preferences
every time You use the Website.
For more information about the cookies we use and your choices regarding
cookies, please visit our Cookies Policy or the Cookies section of our Privacy
Use of Your Personal Data
The Company may use Personal Data for the following purposes:
* To provide and maintain our Service , including to monitor the usage of
* To manage Your Account: to manage Your registration as a user of the
Service. The Personal Data You provide can give You access to different
functionalities of the Service that are available to You as a registered
* For the performance of a contract: the development, compliance and
undertaking of the purchase contract for the products, items or services
You have purchased or of any other contract with Us through the Service.
* To contact You: To contact You by email, telephone calls, SMS, or other
equivalent forms of electronic communication, such as a mobile
application's push notifications regarding updates or informative
communications related to the functionalities, products or contracted
services, including the security updates, when necessary or reasonable for
* To provide You with news, special offers and general information about
other goods, services and events which we offer that are similar to those
that you have already purchased or enquired about unless You have opted
not to receive such information.
* To manage Your requests: To attend and manage Your requests to Us.
* For business transfers: We may use Your information to evaluate or conduct
a merger, divestiture, restructuring, reorganization, dissolution, or
other sale or transfer of some or all of Our assets, whether as a going
concern or as part of bankruptcy, liquidation, or similar proceeding, in
which Personal Data held by Us about our Service users is among the assets
* For other purposes : We may use Your information for other purposes, such
as data analysis, identifying usage trends, determining the effectiveness
of our promotional campaigns and to evaluate and improve our Service,
products, services, marketing and your experience.
We may share Your personal information in the following situations:
* With Service Providers: We may share Your personal information with
Service Providers to monitor and analyze the use of our Service, to
* For business transfers: We may share or transfer Your personal information
in connection with, or during negotiations of, any merger, sale of Company
assets, financing, or acquisition of all or a portion of Our business to
* With Affiliates: We may share Your information with Our affiliates, in
Affiliates include Our parent company and any other subsidiaries, joint
venture partners or other companies that We control or that are under
common control with Us.
* With business partners: We may share Your information with Our business
partners to offer You certain products, services or promotions.
* With other users: when You share personal information or otherwise
interact in the public areas with other users, such information may be
viewed by all users and may be publicly distributed outside.
* With Your consent : We may disclose Your personal information for any
other purpose with Your consent.
Retention of Your Personal Data
The Company will retain Your Personal Data only for as long as is necessary
Personal Data to the extent necessary to comply with our legal obligations
(for example, if we are required to retain your data to comply with applicable
laws), resolve disputes, and enforce our legal agreements and policies.
The Company will also retain Usage Data for internal analysis purposes. Usage
Data is generally retained for a shorter period of time, except when this data
is used to strengthen the security or to improve the functionality of Our
Service, or We are legally obligated to retain this data for longer time
Transfer of Your Personal Data
Your information, including Personal Data, is processed at the Company's
operating offices and in any other places where the parties involved in the
processing are located. It means that this information may be transferred to —
and maintained on — computers located outside of Your state, province, country
or other governmental jurisdiction where the data protection laws may differ
than those from Your jurisdiction.
information represents Your agreement to that transfer.
The Company will take all steps reasonably necessary to ensure that Your data
of Your Personal Data will take place to an organization or a country unless
there are adequate controls in place including the security of Your data and
other personal information.
Disclosure of Your Personal Data
If the Company is involved in a merger, acquisition or asset sale, Your
Personal Data may be transferred. We will provide notice before Your Personal
Under certain circumstances, the Company may be required to disclose Your
Personal Data if required to do so by law or in response to valid requests by
public authorities (e.g. a court or a government agency).
Other legal requirements
The Company may disclose Your Personal Data in the good faith belief that such
action is necessary to:
* Comply with a legal obligation
* Protect and defend the rights or property of the Company
* Prevent or investigate possible wrongdoing in connection with the Service
* Protect the personal safety of Users of the Service or the public
* Protect against legal liability
Security of Your Personal Data
The security of Your Personal Data is important to Us, but remember that no
method of transmission over the Internet, or method of electronic storage is
100% secure. While We strive to use commercially acceptable means to protect
Your Personal Data, We cannot guarantee its absolute security.
Our Service does not address anyone under the age of 13. We do not knowingly
collect personally identifiable information from anyone under the age of 13.
If You are a parent or guardian and You are aware that Your child has provided
Us with Personal Data, please contact Us. If We become aware that We have
collected Personal Data from anyone under the age of 13 without verification
of parental consent, We take steps to remove that information from Our
If We need to rely on consent as a legal basis for processing Your information
and Your country requires consent from a parent, We may require Your parent's
consent before We collect and use that information.
Links to Other Websites
Our Service may contain links to other websites that are not operated by Us.
If You click on a third party link, You will be directed to that third party's
We have no control over and assume no responsibility for the content, privacy
policies or practices of any third party sites or services.
We will let You know via email and/or a prominent notice on Our Service, prior
to the change becoming effective and update the "Last updated" date at the top