Software-as-a-Service
Terms of Service

Meed Limited (the “Provider”, which term includes its successors, assigns and transferees), a company incorporated under the laws of Hong Kong with its registered office address 1608, Sunbeam Centre, 27 Shing Yip Street, Kwun Tong, Kowloon, Hong Kong (Company Registration Number 74349808) offers a Software-as-a-Service solution (“Service”) known as the Meed Loyalty Platform (the “Platform”).

The Platform is an application software platform that enables Service subscribers (“Program Operators”) to create and manage customer loyalty programs (“Programs”) and voucher campaigns under the Program (“Voucher Campaign”).

 

By signing up as a Program Operator to use the Service and the Platform and/or by downloading, installing or otherwise accessing or using the Service or the Platform as a Program Operator, each Program Operator agrees to these Terms of Service (including the Terms of Use referred to in Clause 2.1 which are incorporated herein by reference), as amended from time to time (“these Terms”).

When the Program Operator and its customers use the Platform, the Provider may collect personal data.  Each Program Operator shall refer to the Provider’s Privacy Policy at meedloyalty.com/privacy-policy, which sets out the purposes for which the Provider collects personal data, and how such data is handled.
 

1.  Service

 

1.1 Subject to the Program Operator agreeing to these Terms and payment of a subscription fee (where applicable) in accordance with Clause 4 (“Subscription Fee”), the Provider will grant the Program Operator non-exclusive and non-transferable access to and use of the Service (“Subscription”) for the duration of the Subscription (“Subscription Term”).

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1.2 The Provider will provide reasonable technical support in accordance with the Provider’s standard practice during the Subscription Term. The Program Operator may initiate a help request by emailing info@meedloyalty.com.

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1.3 The Provider reserves the right to modify or enhance features of the Platform from time to time.

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2.  Program Operator Undertakings

 

2.1 The Program Operator will comply with the Provider’s prevailing Terms of Use, which form part of these Terms, at meedloyalty.com/terms-of-use (“Terms of Use”) and all applicable laws and regulations in using the Service and the Platform. The Program Operator will ensure that any and all its officers, employees, contractors and/or agents (“Users”) whom the Program Operator may authorise to use the Service will comply with the undertakings in Clause 2.

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2.2 The Program Operator will obtain and maintain any equipment and ancillary services necessary to connect to, access or otherwise use the Service (including any necessary servers, web servers, network, modems, hardware, software, operating systems, and the like). The Program Operator is responsible for all activities conducted by its Users in using the Service and the Platform.

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2.3 The Program Operator will maintain the security of the Program Operator's account for using the Service and the Platform, including any login password(s). The Program Operator shall not allow or authorise anyone other than the applicable individual User to use such login. The Program Operator shall promptly notify the Provider if the Program Operator becomes aware of any unauthorised use of the Program Operator’s login.

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2.4  In particular and without limiting the generality of the Acceptable Use Policy in the Terms of Use, the Program Operator will not, directly or indirectly:

(a) copy, replicate, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, object code, or any underlying structure, ideas, know-how, or algorithms relevant to the Service or any part of the Platform;

(b) modify, translate, or create derivative works based on the Service or any part of the Platform;

(c) make illegal or unlawful use of the Service or the Platform;

(d) rent, lease, sell, distribute, sublicense, or otherwise make available the Service or the Platform to any third party other than Users;

(e) access the Service or the Platform for purposes of building or marketing a competitive product;

(f) use the Service or the Platform to store or transmit a virus or malicious code; or

(g) violate the privacy or infringe the rights of others, and/or

(h) breach any applicable laws or regulations.

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2.5  The Program Operator acknowledges and agrees that the Provider may monitor the Program Operator's use of the Service and may prohibit any use of the Service and/or the Platform where the Provider believes that such use is or may be in breach of these Terms.

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2.6 The Program Operator will indemnify the Provider against any losses, damages, expenses, or liabilities (including legal fees) in connection with any claim or action arising from any use of the Service or the Platform by the Program Operator in breach of these Terms.

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3.  Proprietary Information and Intellectual Property Rights

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3.1 The Program Operator acknowledges that to enable the provision of the Service, the Provider may disclose information or data (including any information regarding existing or planned features, functionality, and performance of the Platform) to the Program Operator (“Provider Data”). The Program Operator acknowledges that the Provider owns all Intellectual Property Rights (as defined in Clause 3.7), title, and interest in and to the Provider Data.

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3.2 The Program Operator and its Users may upload data, images, information, content or material (“Material”) to the Platform for creating and managing customer loyalty programs through the Service. The Program Operator is responsible for the accuracy, quality, integrity, and legality of the Material. The Program Operator represents and warrants that the Program Operator owns all rights (including all Intellectual Property Rights), title and interest in and to the Material or that the Program Operator has otherwise obtained all necessary consents and rights in the Material to permit the access, use, process, display, transfer and distribution of the Material to facilitate the provision and use of the Service under these Terms. The Provider reserves the right to remove any Material from the Platform at any time where, in the Provider’s sole opinion, the Material violates these Terms or any applicable law or regulation.

3.3 The Program Operator grants the Provider a royalty-free licence to display, host, copy, and use the Material to the extent necessary to provide the Service to the Program Operator.
 

3.4 The Program Operator acknowledges that the Provider has the right to collect and analyse any data and information relating to the provision, use, and performance of the Platform and related systems and technologies, including any data or information of or derived from the Program Operator's use of the Service and/or the Platform. The Provider is free to, without any licence or permission from the Program Operator and without paying any fees to the Program Operator, use any such derived information to improve and enhance the Service and/or the Platform and for other development, diagnostic, and remedial purposes in connection with the Service and/or the Platform and other offerings by the Provider, and/or disclose such data solely in aggregate or in unidentifiable form.

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3.5 The Program Operator acknowledges that the Provider owns and retains all rights, titles, and interests in and to:
 

(a) the Service and the Platform, all improvements, enhancements or modifications thereto and any applications, inventions, or other technology developed in connection with the Service and/or the Platform, including the source code and object code and all other works or material recorded or embodied in the software, including the audio or visual content in any screen displays in the user interface;

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(b) any software, applications, inventions or other technology developed in connection with implementation services or support in connection with the Service and/or the Platform; and

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(c) all Intellectual Property Rights related to any of the foregoing, including trademarks, logos, domain names, and brand features, and all copyrighted works and content included therein.

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3.6 The Service does not grant the Program Operator any right, title, or interest in or to the Platform or any right of access and use of the Platform that is not specifically set out in these Terms.

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3.7 For the purpose of these Terms, “Intellectual Property RIghts” includes all patents, rights to inventions, copyright and related rights, all other rights like copyright, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use and protect the confidentiality of confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

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4.  Subscription

 

4.1  The Provider offers a free starter service plan and paid advanced service plans to Program Operators. Service plans (“Service Plans”) have usage and feature access limits as stipulated by the Provider from time to time. These include, for example, the numbers of Programs and/or Voucher Campaigns that a Program Operator can create and/or issue on the Platform and/or the availability of certain Platform features, as determined by the Provider from time to time.

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4.2  A Program Member can subscribe to a free starter Service Plan by signing up as a Program Member at portal.meedloyalty.com. At any time, a Program Member can upgrade from the starter Service Plan to a paid Service Plan by selecting the upgrade option in portal.meedloyalty.com, selecting the tier of paid Service Plan and the Subscription Term, and payment of the applicable Subscription Fee to the Provider. The Service Plans available from the Provider and the applicable Subscription Fee amounts from time to time are set out in meedloyalty.com/pricing.

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4.3  The Program Operator shall pay to the Provider the Subscription Fee for the Subscription Term of the Program Operator’s selected paid Service Plan. The Subscription Term may be monthly or annually (or other duration as made available by the Provider from time to time). The Program Operator must pay the Subscription Fee to the Provider, duly received by the Provider, before the commencement of a Subscription Term (or renewed Subscription Term), exclusive of all taxes, duties and levies imposed by tax or other relevant authorities.

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4.4  To ensure the smoothness of the Service, a paid Service Plan includes an auto-renewal option by default, and if the Program Operator does not turn off the auto-renewal option, the Subscription will be automatically renewed for the same duration and Service Plan type and tier as the existing Subscription and Subscription Term, at the Provider’s prevailing Subscription Fee amount as of the start date of the renewed Subscription Term. If the Program Operator does not wish to renew the Subscription, the Program Operator must give the Provider at least seven (7) calendar days’ prior notice by turning off the auto-renewal option.

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4.5 If the Program Operator turns off the auto-renewal option in accordance with Clause 4.4, the Subscription will not be renewed after the current Subscription Term.
 

4.6 Subscription Fees are not refundable. If the Program Operator cancels a Subscription (or if the Subscription is otherwise suspended, terminated or cancelled by the Provider in accordance with these Terms) during a Subscription Term, there will not be any refund for the remaining period of the Subscription Term.  

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4.7 The Program Operator will provide relevant bank account or credit card details (including the account name and number and card expiry date) to the Provider to set up the necessary direct debit authorisation for payment of the Subscription Fee.

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4.8 The Provider reserves the right to suspend, terminate or cancel the Subscription, including where there is late or failed payment of the Subscription Fee (or part thereof), or where activities relating to the Program Operator’s Subscription are suspected or found to be illegal or inappropriate.

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5.  Representation, Warranty and Disclaimer

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5.1 The Program Operator represents and warrants that it has full power and authority to agree to these Terms.

 

5.2 The Provider represents and warrants that it will use reasonable efforts consistent with prevailing industry standards in providing and maintaining the availability of the Service.

 

5.3 The Provider does not represent or warrant that the Service and/or the Platform will be uninterrupted or error-free, nor does it warranty the results that may be obtained from using the Service. The Service and the Platform are provided “as is”. The Provider disclaims all warranties, express or implied, including any implied warranties of merchantability or fitness for any particular purpose and non-infringement.

 

5.4 The Provider will use commercially reasonable efforts to respond to any problems about the Service detected by the Provider and/or reported by the Program Operator. The Provider, however, does not guarantee that all problems can be fixed within any specific timeframe.

 

5.5 The Provider is not responsible or liable for any content or activities related to the Programs, any change or cancellation, or any information or representation provided by any Program Operator concerning the Programs.
 

6.  Force Majeure Event

 

6.1  If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under these Terms (other than the Program Operator’s obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

 

6.2  A Party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under these Terms must:

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(a) promptly notify the other; and

(b) inform the other of the period for which it is estimated that such failure or delay will continue.
 

6.3  A Party whose performance of its obligations under these Terms is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

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6.4  In these Terms, "Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the Party affected (including any fault or failure of the internet or any public telecommunications network, fault or failure of the Provider's hosting provider, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars).

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7.  Limitation of Liability

 

7.1  To the fullest extent permitted by law, the Provider and its holding company(ies), subsidiaries, affiliates, directors, officers, employees, agents, representatives, partners, licensors, and suppliers (including all equipment and technology suppliers) (collectively the “Provider Entities”, which includes their respective successors and assigns) will not be liable or responsible for:

(a) any error or interruption of use or for any inaccuracy or corruption of data, nor any cost of procurement of substitute goods, services, or technology;

(b) any indirect, special, incidental, punitive, exemplary, or consequential losses or damages;

(c) any loss of profit, business, or data;

(d) any Force Majeure Event, whether including any of the events in paragraphs (a) to (c) above, or otherwise; and/or

(e)any other matter beyond the reasonable control of the Provider.

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7.2  For the avoidance of doubt, downtime caused by any of the following shall not be considered a breach by the Provider of these Terms:
 

(a) a fault or failure of the internet or any public telecommunications network;

(b) a fault, failure or scheduled maintenance of the Provider's hosting provider;

(c) a fault or failure of the Program Operator's computer systems or networks;

(d) any breach by the Program Operator of these Terms;

(e) scheduled maintenance carried out by or on behalf of the Provider; and/or

(f) a Force Majeure Event, whether including any of the events in paragraphs (a) to (e) above, or otherwise.
 

7.3 The Provider Entities’ liabilities in connection with or arising out of the provision of the Service are limited to the Subscription Fees (if any) that the Program Operator has paid to the Provider for the Service in the twelve (12) months prior to the act that gave rise to such liabilities, whether or not the Provider has been advised of the possibility of such loss or damages, and the Program Operator must take all necessary steps and actions to mitigate its loss and damages.
 

7.4 The Program Operator agrees to indemnify, hold harmless, and release the Provider Entities (and their respective successors and assigns) from and against any and all claims, liabilities, damages, costs and expenses, including but not limited to reasonable attorney’s fees, arising from or related to the Program Operator’s or its Users’ access, use, attempted use, inability to use, or misuse of the Service, or the Program Operator or its Users’ misrepresentation or non-compliance with these Terms. The Program Operator agrees to fully cooperate with the Provider in the defence or settlement of any claim concerning or arising out of the Service or these Terms.

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8.  Modifications

 

The Provider reserves the right to modify these Terms at any time by posting the updated version of these Terms on the Provider’s website.

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9.  Miscellaneous

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9.1 In these Terms, the clause headings are for reference only and shall not affect the interpretation of these Terms, and any words following the terms “including”, “include”, “in particular”, “for example”, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase, or term preceding those terms.  Singular shall include the plural, and vice versa.  A “Party” means a party to these Terms.

9.2 These Terms contain the entire agreement between the Program Operator and the Provider.

9.3 If any provision of these Terms is found invalid or unenforceable, such provision shall be severed from the remainder of these Terms, which shall remain in full force and effect.

9.4 The Provider’s failure or delay to exercise any right or act upon a breach under these Terms does not constitute a waiver of that right or breach.

9.5 The Provider may transfer its rights or obligations under these Terms to any third party without the Program Operator’s consent. The Contracts (Rights of Third Parties) Ordinance (Cap. 623) shall not apply to these Terms under any circumstances.

10.  Governing Law and Jurisdiction

 

These Terms shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region. The courts of the Hong Kong Special Administrative Region shall have exclusive jurisdiction to deal with any dispute arising out of or in connection with these Terms.