Spurr is owned and operated by Shopiq Sdn. Bhd.
By using the Spurr software YOU acknowledge and agree to the following terms:
PLEASE READ THE FOLLOWING CAREFULLY BEFORE USING SPURR.
THESE TERMS AND CONDITIONS CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND SHOPIQ SDN. BHD.
You would like to use Spurr (as defined below) to generate Loyalty Membership Card(s) for use by any other OS and devices supported. Shopiq Sdn. Bhd. is willing to grant You the use of Spurr to generate Loyalty Membership Cards on the terms and conditions set forth in this Agreement.
1 Accepting this Agreement; Definitions
In order to use Spurr software and related services, You must first agree to this Agreement. If You do not or cannot agree to this Agreement, You are not permitted to use Spurr.You accept and agree to the terms of this Agreement on Your own behalf and/or on behalf of Your company, organization, educational institution, or agency, instrumentality, or department of the government as its authorized legal representative, by doing either of the following:
- by using the Spurr software.
Whenever capitalized in this Agreement:
“Agreement” means the Spurr License Agreement, including any attachments and any exhibits thereto which are hereby incorporated by this reference.
“Account” means merchant’s account in partnership with Shopiq Sdn. Bhd. to use Spurr and registered under the person in charge.
“Program” means Loyalty Membership Program and Reward generated for use in connection with Spurr.
“Card(s)” means one or more Loyalty Membership Cards developed by You under this Agreement.
“Spurr” means the online service(s) provided by and maintained by Shopiq Sdn. Bhd. For purposes of Schedule 1, Spurr means Shopiq Sdn. Bhd.
“Shopiq Sdn. Bhd.” means Shopiq Sdn. Bhd. a corporation with its principle place of business at Lot A-1-05, The Hub SS2,19 Sentral, Jalan Harapan, Seksyen 19, Petaling Jaya, Selangor, Malaysia.
“Push Notification” means a message, including any content or data therein, that transmit to end-users.
“You” and “Your” means and refers to the person(s) or legal entity (whether the company, organization, educational institution, or governmental agency, instrumentality, or department) using Spurr or otherwise exercising rights under this Agreement. For the sake of clarity, You may authorize contractors to use Spurr on Your behalf.
2 Use of Spurr and Restrictions
2.1 Permitted Uses and Restrictions
Subject to the terms and conditions of this Agreement, Shopiq Sdn. Bhd. hereby grants You, a limited, non-exclusive, personal, revocable, non-sublicensable and non-transferable permission to, Generate, Distribute and Update Loyalty Membership Card(s)
(a) Using your own generated account by Spurr under the provision that the Loyalty Membership Card(s) you generate and distribute are done so in accordance with all legal agreements between You and Shopiq Sdn. Bhd.;
(b) Using Spurr for the sole purpose, without exception, of evaluation, development and testing of Loyalty Membership Card(s) and Rewards;
3 Your Obligations
You certify to Shopiq Sdn. Bhd. and agree that:
(a) You are of the legal age of majority in the jurisdiction in which You reside (at least 18 years of age in many countries) and have the right and authority to enter into this Agreement on Your own behalf, or if You are entering into this Agreement on behalf of Your company, organization, educational institution, or agency, instrumentality, or department of the federal government, that You have the right and authority to legally bind such entity or organization to the terms and obligations of this Agreement;
(b) All information provided by You to Shopiq Sdn. Bhd. or Your end-users in connection with this Agreement, will be current, true, accurate, supportable and complete and, with regard to information You provide to Shopiq Sdn. Bhd., You will promptly notify Shopiq Sdn. Bhd. of any changes to such information. Furthermore, You agree that Shopiq Sdn. Bhd. may share such information (including email address and mailing address) with third parties who have a need to know for purposes related thereto (e.g., intellectual property questions, customer service inquiries, etc.);
(c) You will comply with the terms of and fulfill Your obligations under this Agreement, and You agree be fully responsible for any actions undertaken by You in relation to Your Account and their compliance with the terms of this Agreement;
(d) You will be solely responsible for all costs, expenses, losses and liabilities incurred, and activities undertaken by You in connection with Spurr, Your Account and Your related development and distribution efforts, including, but not limited to, any related development efforts, network and server equipment, Internet service(s), or any other hardware, software or services used by You in connection with Your use of any services; and
(e) You will not act in a manner which conflicts or interferes with any existing commitment or obligation You may have and no agreement previously entered into by You will interfere with Your performance of Your obligations under this Agreement.
3.2 Use of Spurr
As a condition to using Spurr, You agree that:
(a) You will only use the Spurr for the purposes and in the manner expressly permitted by this Agreement and in accordance with all applicable laws and regulations;
(b) You will not use Spurr for any unlawful or illegal activity, nor to generate a Program which would commit or facilitate the commission of a crime, or other unlawful or illegal act;
(c) To the best of Your knowledge and belief, Your Account and Account Information do not and will not violate, misappropriate, or infringe any third party copyrights, trademarks, rights of privacy and publicity, trade secrets, patents, or other proprietary or legal rights (e.g. photography or image rights, logo rights, third party data rights);
(d) You agree that all development of Program and Card(s) must be in accordance with the terms of this Agreement.
You must provide clear and complete information to users regarding Your Program, use and disclosure of user or device data. Furthermore, You must take appropriate steps to protect such data from unauthorized use, disclosure or access by third parties.
4 Program Distribution/Publication
Subject to the terms of this Agreement, You may distribute Your Programs to end-users by the web, email, or an Application.By distributing Your Program in this manner, You represent and warrant to Shopiq Sdn. Bhd. that Your Program comply with the terms of this agreement. Shopiq Sdn. Bhd. shall not be responsible for any costs, expenses, damages, losses (including without limitation lost business opportunities or lost profits) or other liabilities You may incur as a result of distributing Your Program in this manner. You also indemnify Shopiq Sdn. Bhd. from any costs, expenses, damages, losses (including without limitation lost business opportunities or lost profits) or other liabilities You may incur as a result of distributing Your Program in this manner.You will be responsible for attaching or otherwise including, at Your discretion, any relevant end-user usage terms with Your Card(s). Shopiq Sdn. Bhd. will not be responsible for any violations of Your end-user usage terms. You will be solely responsible for all user assistance, warranty and support of Your Card(s).By distributing Your Card(s) as permitted in this Agreement, You hereby permit Shopiq Sdn. Bhd. to use
(i) screen shots of Your Program;
(ii) trademarks, logos and images associated with Your Program; and
(iii) Program Information, for promotional purposes in marketing materials and gift cards, excluding those portions which You do not have the right to use for promotional purposes and which You identify in writing to Shopiq Sdn. Bhd.
5 Liability Disclaimer
SPURR SHALL NOT BE LIABLE FOR ANY DAMAGES OR LOSSES ARISING FROM ANY USE, MISUSE, RELIANCE ON, INABILITY TO USE, INTERRUPTION, SUSPENSION, OR TERMINATION OF SPURR, OR ANY SERVICES PROVIDED IN CONNECTION THEREWITH, INCLUDING BUT NOT LIMITED TO ANY LOSS OR FAILURE TO DISPLAY YOUR LOYALTY PROGRAM OR ANY END-USER CLAIMS ARISING FROM ANY USE OF THE FOREGOING BY YOUR END-USERS.
To the extent permitted by applicable law, You agree to indemnify and hold harmless, Shopiq Sdn. Bhd., its directors, officers, employees, independent contractors and agents (each and "Shopiq Sdn. Bhd. Indemnified Party") from any and all claims, losses, liabilities, damages, taxes, expenses and costs, including without limitation, attorneys’ fees and court costs (collectively, "Losses"), incurred by a Shopiq Sdn. Bhd. Indemnified Party and arising from or related to any of the following:
(i) Your breach of any certification, covenant, obligation, representation or warranty in this Agreement;
(ii) any claims that violate or infringe any third party intellectual property or proprietary rights;
(iii) Shopiq Sdn. Bhd.’s permitted use, promotion or delivery of Program, Program Information, metadata, related trademarks and logos, or images and other materials that You provide to Shopiq Sdn. Bhd. under this Agreement; or (iv) any claims, including but not limited to any end-user claims, regarding Your Program Information, or related logos, trademarks, content or images.To the extent permitted by law, You hereby agree to indemnify, defend and hold harmless each Shopiq Sdn. Bhd. Indemnified Party from any Losses incurred by such Shopiq Sdn. Bhd. Indemnified Party by reason of any such use.
7 Fees and Payment
As consideration for the rights granted to You under the Agreement, You agree to pay Shopiq Sdn. Bhd. the requisite monthly fees as set forth on Spurr’s website. The fees are non-refundable. Any taxes that may be levied on the Spurr software or Your use of it shall be Your responsibility. Shopiq Sdn. Bhd. reserves the right to modify the fees and other charges for the subsequent Renewal Subscription Term upon notice to You no less than sixty (60) days prior to the beginning of such Renewal Subscription Term.
8 Term and Termination
The Term of this Agreement shall apply as long as You use Spurr unless sooner terminated in accordance with this Agreement.
This Agreement and all rights granted by Shopiq Sdn. Bhd. hereunder and any services provided hereunder will terminate, effective immediately upon notice from Shopiq Sdn. Bhd.:
(a) if You fail to comply with any term of this Agreement and fail to cure such breach within 30 days after becoming aware of or receiving notice of such breach;
(b) if You become insolvent, fail to pay Your debts when due, dissolve or cease to do business, file for bankruptcy, or have filed against You a petition in bankruptcy; or
(c) if You engage, or encourage others to engage, in any misleading, fraudulent, improper, unlawful or dishonest act relating to this Agreement, Shopiq Sdn. Bhd. may also terminate this Agreement, or suspend Your rights to use Spurr, if You fail to accept any new Agreement terms.
Either party may terminate this Agreement for its convenience, for any reason or no reason, effective 30 days after providing the other party with written notice of its intent to terminate.
9 No Warranty
The Spurr services may contain inaccuracies or errors that could cause failures or loss of data. Shopiq Sdn. Bhd., or its licensors, may provide or make available through Spurr certain web-based applications, service-related software, certificate issuance services, or other services for Your use (collectively the “Services”). Shopiq Sdn. Bhd. and its licensors reserve the right to change, suspend, remove, or disable access to any Services (or any part thereof) at any time without notice. In no event will Shopiq Sdn. Bhd. or its licensors be liable for the removal of or disabling of access to any such Services. Shopiq Sdn. Bhd. or its licensors may also impose limits on the use of or access to certain Services, or may remove the Services for indefinite time periods or cancel the Services at any time and in any case and without notice or liability.YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF SPURR AND ANY SERVICES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THE SPURR AND ANY SERVICES ARE PROVIDED “AS-IS” AND “AS AVAILABLE”.. SPURR DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF SPURR, THAT THE OPERATION OF SPURR SOFTWARE, OR THE PROVISION OF SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, THAT DEFECTS OR ERRORS IN SPURR SOFTWARE, SECURITY SOLUTION OR SERVICES WILL BE COMPATIBLE WITH FUTURE SERVICES OR SOFTWARE OR ANY THIRD PARTY SOFTWARE, APPLICATIONS OR SERVICES, OR THAT ANY INFORMATION STORED OR TRANSMITTED THROUGH ANY SPURR SOFTWARE OR SERVICE WILL NOT BE LOST, CORRUPTED OR DAMAGED. YOU ACKNOWLEDGE THAT THE SPURR SOFTWARE AND SERVICES ARE NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE ERRORS, DELAYS, FAILURES OR INACCURACIES IN THE TRANSMISSION OR STORAGE OF DATA OR INFORMATION BY OR THROUGH THE SPURR SOFTWARE OR SERVICES COULD LEAD TO DEATH, PERSONAL INJURY, OR FINANCIAL, PHYSICAL, PROPERTY OR ENVIRONMENTAL DAMAGE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SPURR OR A SPURR AUTHORISED REPRESENTATIVE WILL CREATE A WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SHOULD THE SPURR SOFTWARE, SECURITY SOLUTION OR SERVICES PROVIDE DEFECTIVE YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.Location data as well as any maps data provided by any Services or software is for basic navigational purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environment damage. Neither Shopiq Sdn. Bhd. nor any of its licensors guarantees the availability, accuracy, completeness, reliability, or timeliness of location data or any other data or information displayed by any Services or software.
Any notices relating to this Agreement shall be in writing. Notices will be deemed given by Shopiq Sdn. Bhd. when sent to You at the email address or mailing address You provided during the registration process. All notices to Shopiq Sdn. Bhd. relating to this Agreement will be deemed given when sent by you at the email email@example.com. You consent to receive notices by email and agree that any such notices that Shopiq Sdn. Bhd. sends You electronically will satisfy any legal communication requirements. A party may change its email or mailing address by giving the other written notice as described above.
11 Changes to the Agreement
Shopiq Sdn. Bhd. may change the terms of this Agreement at any time. In order to continue using the Spurr, You must accept and agree to the new terms of this Agreement. If You do not agree to new terms, Your use of the Spurr will be suspended or terminated by Shopiq Sdn. Bhd. You agree that Your acceptance of such new Agreement terms may be signified electronically, including without limitation, by Your checking a box or clicking on an “agree” or similar button.