Terms And Conditions
This Terms and Conditions Agreement (the "Agreement") dated as of the date of acceptance by means of a click-through, is made by and among PassJinni Inc ("PassJinni") and the entity designated by the registration data provided herewith ("Licensee") and applies to Licensee's use of PassJinni mobile apps and Licensee's use of services provided by Sudzy Inc ("PassJinni Services").
READ THIS LICENSE CAREFULLY BEFORE LOADING ANY SOFTWARE FROM PASSJINNI OR USING THE PASSJINNI SOFTWARE OR PASSJINNI SERVICES. BY LOADING THE PASSJINNI SOFTWARE OR USING THE PASSJINNI SERVICES, LICENSEE ACCEPTS AND AGREES TO BECOME BOUND BY THE TERMS OF THIS LICENSE. PASSJINNI RESERVES THE RIGHT TO MODIFY THE TERMS OF THIS AGREEMENT BY PROVIDING NOTICE OF CHANGES ON THE PASSJINNI WEBSITE. LICENSEE AGREES TO PERIODICALLY INSPECT THE PASSJINNI WEBSITE TO STAY INFORMED ABOUT SUCH CHANGES. LICENSEE AGREES THAT LICENSEE'S CONTINUED USE OF THE PASSJINNI SERVICE AFTER SUCH CHANGES ARE ANNOUNCED CONSTITUTES ACCEPTANCE OF SUCH CHANGES. PASSJINNI shall retain the ownership of the provided copy of PassJinni software and the documentation provided therewith (referred to as a single entity, or as components, as "the Licensed Software") which is licensed on a non-exclusive basis for use under the following conditions.
Permitted Uses
Subject to the terms hereunder, PassJinni hereby grants to Licensee a limited, non-exclusive, non-transferrable, revocable license, without the right to sub-license, to install and operate the Licensed Software and to operate an account on the PassJinni website and related applications solely for the benefit of Licensee and not for any third party, until the termination of this Agreement. Any rights not expressly granted hereunder are reserved. There are no implied rights of any kind. To the extent that the Licensed Software includes intellectual property rights of any third party ("Third Party Rights"), the license granted is to the extent that PassJinni is able to license such Third Party Rights.
Prohibited Uses
Licensee shall not (a) make copies of or further distribute the Licensed Software, including copying onto any other medium, (b) distribute, rent, sublicense, lease, resell, or assign the Licensed Software, (c) alter, modify or adapt the Licensed Software or the PassJinni Services, including but not limited to, translating, decompiling, disassembling, reverse engineering, or creating derivative works, (d) export the Licensed Software without the appropriate foreign government licenses and without PassJinni's prior written approval, (e) resell, rent or otherwise provide access to the PassJinni Services to a third party or (f) take any action in an attempt to obtain any other PassJinni user's data, cause malfunction, crash, tamper with or otherwise impair the PassJinni website and related applications, and their services. Any rights not expressly granted hereunder are reserved by PassJinni.
No rights in the Licensed Software or PassJinni Services are granted, whether expressly or by implication, including, without limitation, any rights in any patents, copyrights, trademarks or trade secrets embodied therein, except in connection with the permitted uses expressly described herein.
Fees
Licensee agrees to timely pay the monthly or annual fees set out in the billing form unless otherwise agreed by written agreement. No refund policy. PassJinni may take additional per-transaction fees or percent fees of up to 30% at their discretion, including but not limited to third-party hosting costs or in response to late payments from Licensee. PassJinni may change pricing at any time at their discretion. All charges are non-refundable.
Certain features or services will have additional charges, including but not limited to:
Third-Party Deliveries: Third-party delivery providers will have their own fees. Licensee must contact the providers directly for questions about these fees as they are direct from the delivery provider.
Self-Ordering Kiosks - Branded hardware enclosure options start at $199. Tablets and Square readers are not included. Minimum 6-month contract.
Custom Text Messages and Push Notifications: Each message will cost 1 cent.
AI Suggestion Engine: PassJinni will take up to 30% of the revenue from the specific items added via the AI suggestion engine.
Advanced App Customizations - Premium members will be able to submit a custom coding request to the PassJinni software team for a quote. If Licensee decides to have the customization built they will pay the amount in the quote.
Additional Marketplace Apps - Additional fees for marketplace apps will show in the marketplace.
Data
Licensee acknowledges and agrees to the terms of the PassJinni Privacy Policy. PassJinni agrees that as between Licensee and PassJinni, (a) Licensee's data maintained by Licensee on the PassJinni website and related applications belongs to Licensee; and (b) PassJinni acts as data processor (as defined in the Data Protection Act 1998 ("DPA")). Each party hereto undertakes to comply with the DPA in relation to its use of such data. Licensee hereby grants permission to PassJinni for PassJinni to use the data for providing Licensee the PassJinni account, improving and maintaining the PassJinni website and related applications and their services, and for analytical and marketing purposes in a manner where such data is aggregated with other user data and cannot be readily reverse engineered into personally identifiable information, and we may share your data with our trusted third party affiliates and partners in implementing this data usage. We rely on some of our third-party affiliates and partners for support of the products and services we offer. All such third-party affiliates and partners are required to preserve the confidentiality of any personal information they may access.
End Customer Personal Information
Licensee agrees that notwithstanding anything to the contrary herein, Licensee shall handle any personally identifiable information that it inputs into the PassJinni systems in the following manner: (i) in the event Licensee seeks to export such data, Licensee shall use a commercially reasonable contact management tool to provide an opt-out mechanism for anyone who has provided Licensee personally identifiable information that is stored on PassJinni's systems, (ii) Licensee agrees that PassJinni can delete such data in the event the Licensee exercises the PassJinni opt-out mechanism and (iii) any use of such data by Licensee shall comply with PassJinni's privacy policy. Licensee shall indemnify and hold harmless PassJinni and the PassJinni Parties from any claim brought against PassJinni alleging that personal information stored on PassJinni was improperly used where such use was by Licensee while such information was stored on PassJinni or any use after Licensee has exported such data.
Marketing and Customer Programs
Licensee may be able to use the Services to create, send and manage marketing messages to your customers (Buyers) who have elected to receive offers and updates from PassJinni merchants they frequent or who provided their contact information to you directly. PassJinni is not involved in your marketing messaging to Buyers, except for providing the Services that facilitate the creation, delivery, and management of messages by you to Buyers. You are responsible for marketing messages that you send using the Services, the Content of those messages, and honoring any terms included in such messages, even if your PassJinni Account is closed, suspended, or terminated. You may not use the Services to send unsolicited bulk messages. If you offer a loyalty program to your Buyers through the Services, you agree to make available to your Buyers any terms and conditions applicable to your loyalty program. You are responsible for ensuring that your marketing messages, loyalty program, and any associated rewards are compliant with applicable federal, state, or local laws, including laws governing prepaid cards and special offers such as rebates and coupons. Buyers may be able to use the Services, including digital receipts, to submit feedback to you about their recent customer experience. When Buyers submit feedback using the Services, we share that feedback with you and allow you to send responses to Buyers who have enabled replies to their feedback. You may not use the feedback features of the Services: (a) to send responses to Buyers who have not enabled replies to their feedback, (b) to request Buyer Card Information, (c) to send Buyers marketing messages, requests for information, or other communications unrelated to their feedback, or (d) to send abusive, harassing, excessive or objectionable messages. If you do not wish to receive feedback or to report a problem with feedback from a Buyer, you should contact PassJinni Support.
Limited Liability
NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS ANY LIABILITY TO THE EXTENT THAT THE SAME MAY NOT BE EXCLUDED OR LIMITED UNDER GOVERNING LAW. LICENSEE AGREES THAT THE LICENSED SOFTWARE AND PASSJINNI SERVICES ARE PROVIDED "AS IS." WITHOUT ANY WARRANTY EXPRESS OR IMPLIED AND WHETHER AS TO MERCHANTABILITY, FITNESS FOR PURPOSE OR INFRINGEMENT. NO WARRANTY OR REPRESENTATION IS GIVEN, AND/OR ANY LIABILITY IS ACCEPTED, BY PASSJINNI IN RELATION TO THIRD PARTY RIGHTS. ANY USE OF THE LICENSED SOFTWARE AND PASSJINNI SERVICES IS AT LICENSEE'S SOLE AND ABSOLUTE RISK. IN NO EVENT, WILL PASSJINNI OR ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS OR CONSULTANTS ("PASSJINNI PARTIES") BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE LICENSED SOFTWARE OR THE PassJinni Services, ERRORS IN OR LOSS OF ANY DATA. SPECIFICALLY, PASSJINNI IS NOT RESPONSIBLE FOR ANY COSTS INCLUDING, BUT NOT LIMITED TO, THOSE INCURRED AS A RESULT OF LOST PROFITS OR REVENUE, LOSS OF USE OF THE LICENSED SOFTWARE OR PASSJINNI SERVICES, LOSS OF DATA, THE COSTS OF RECOVERING DATA, ANY LOSSES INCURRED ARISING IN ANY WAY FROM USE OF THE OFFLINE CREDIT PAYMENTS FEATURE, ANY CLAIMS BY THIRD PARTIES, OR FOR ANY OTHER SIMILAR COSTS, LOSSES, OR DAMAGES YOU MIGHT INCUR. PASSJINNI MAKES NO WARRANTY OF ANY KIND AS TO THE SUITABILITY OR ADEQUACY OF THE LICENSED SOFTWARE OR PASSJINNI SERVICES FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. GIVEN THAT LICENSEE IS IN A BETTER POSITION THAN PASSJINNI TO FORESEE AND EVALUATE ANY POTENTIAL DAMAGE OR LOSS WHICH LICENSEE MAY SUFFER IN CONNECTION WITH THE USE OF THE LICENSED SOFTWARE AND/OR THE PassJinni Services AND THAT PASSJINNI CANNOT ADEQUATELY INSURE ITS POTENTIAL LIABILITY TO LICENSEE, LICENSEE ACKNOWLEDGES AND AGREES THAT THE EXCLUSIONS AND LIMITATIONS CONTAINED HEREIN ARE REASONABLE. TO THE EXTENT THAT THE FOREGOING LIMITATION OF LIABILITY IS DETERMINED BY A COURT WITH JURISDICTION TO BE UNREASONABLE, PASSJINNI'S AGGREGATE LIABILITY SHALL NOT EXCEED $100. LICENSEE SHALL ACT AT ALL TIMES TO MITIGATE ANY LIABILITY. LICENSEE ACKNOWLEDGES AND AGREES THAT SHARING OF ITS ACCOUNT INFORMATION, LOGIN INFORMATION OR PASSWORDS SHALL BE AT ITS SOLE AND ABSOLUTE RISK AND THAT PASSJINNI SHALL NOT BE LIABLE FOR ANY DAMAGE ARISING AS A RESULT OF SUCH SHARING. Some countries do not allow the exclusion or limitation of implied warranties or limitation of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.
Termination
Licensee may terminate this license no less than 60 days before the annual renewal by emailing sales@passjinni.com. PassJinni, in its sole discretion, has the right to suspend or terminate this license and your account and refuse any and all current or future use of the PassJinni Services for any reason at any time, including but not limited to selling prohibited or illegal products such as drugs or adding pornographic or inappropriate text or photographs. Licensee's duties to (i) pay amounts due and payable, (ii) refrain from any kind of reverse engineering or other act in violation of this agreement or (iii) indemnify PassJinni and the PassJinni Parties shall survive termination of this Agreement. Upon termination Licensee will destroy all copies of the Licensed Software and documentation onto which the Licensed Software or documentation has been installed. Upon termination PassJinni shall terminate the Licensee's access to their PassJinni account, the account itself and the data residing therein. PASSJINNI SHALL NOT BE RESPONSIBLE FOR LICENSEE ACCOUNT DATA AFTER TERMINATION. In addition, PassJinni reserves the right and Licensee acknowledges such right for PassJinni to terminate service of Licensee's account on 30 days' notice if PassJinni determines in its sole discretion that it is not capable of fully meeting the apparent requirements of Licensee.
Confidentiality
Licensee agrees that the Licensed Software and the operation of the PassJinni Services and its processes are the confidential information of PassJinni and agrees not to disclose such software or such operation and processes to any third party. Licensee agrees that breach of this duty of confidentiality shall cause irreparable harm for which monetary damages would be difficult to quantify or insufficient and therefore PassJinni shall be entitled to immediate injunctive relief in the event of breach without an obligation of posting bond.
Credit Card Processing Terms And Conditions
Licensee hereby authorizes PassJinni to bind Licensee to the end-user license agreement proffered by its payment gateway provider(s) for the purpose of establishing Licensee as a customer of its payment gateway provider(s). Licensee is liable for all fees charged to PassJinni by its payment gateway provider(s) for Licensee's use of the payment gateway provider(s)'s systems and services Licensee shall: (i) make reasonable efforts to secure any credit card transaction data residing on the equipment owned, controlled or operated by Licensee from intrusion or unauthorized access, (ii) comply with all state and federal laws governing the disclosure and use of retail customer information, (iii) not use, disclose, store, sell or disseminate any credit/debit card-holder information obtained in a credit/debit card transaction processed through PassJinni or its payment gateway provider(s), including but not limited to storing private cardholder credit/debit card information such as card numbers, expiration dates and CVV numbers, outside of the payment gateway, except as permitted by the card-holder, (iv) comply with the requirements of any debit/credit card or other payment brand rules, including those related to data security and customer data. Licensee agrees that neither PassJinni nor its payment gateway provider(s) shall be liable for any improperly processed transactions, illicit access to Licensee's account with its payment gateway provider(s) or any of Licensee's transaction data or unauthorized disclosure and use of passwords or its payment gateway provider(s)'s account access information. Licensee agrees to immediately notify PASSJINNI in the event of any security breach of Licensee's systems or unauthorized access to Licensee's transaction data. YOU HEREBY INDEMNIFY AND AGREE TO HOLD PASSJINNI HARMLESS FROM ANY CLAIM, (INCLUDING ANY ASSOCIATED DAMAGES, COSTS AND REASONABLE ATTORNEYS FEES INCURRED BY PASSJINNI OR ITS AFFILIATES) BROUGHT AGAINST PASSJINNI OR ITS AFFILIATES BY ANY THIRD PARTY ARISING FROM OR IN CONNECTION WITH ANY LOSS OR DAMAGE WHOLLY OR PARTIALLY CAUSED BY YOUR USE OF THE OFFLINE CREDIT PAYMENTS FEATURE IN ORDER TO ACCEPT CREDIT CARD TRANSACTIONS WITHOUT AUTHORIZATION WHERE SUCH TRANSACTIONS ARE SUBSEQUENTLY DENIED BY THE TRANSACTION PROCESSOR FOR ANY REASON. LICENSEE AGREES THAT USE OF THE PAYMENT GATEWAY PROVIDER(S)'S SYSTEMS OR SERVICES IS AT LICENSEE'S SOLE AND ABSOLUTE RISK AND THAT NEITHER PASSJINNI, NOR ANY PASSJINNI PARTY SHALL BE LIABLE IN ANY WAY OR UNDER ANY THEORY IN THE EVENT OF ANY CLAIM, DAMAGE OR EXPENSE INCURRED BY LICENSEE ARISING FROM USE OF THE PAYMENT GATEWAY PROVIDER(S)'S SYSTEMS OR SERVICES.
Refund and Hardware Return Policy
All payments are nonrefundable.
Amendments
PassJinni reserves the right to amend these Terms and Conditions at any time in PassJinni's sole discretion.
Representation
The Licensee represents and warrants that it has the due right and power to enter into this Agreement, entering into this Agreement will not cause the breach of any agreement Licensee has with a third party and that all of the registration information provided to PassJinni is accurate in all respects.
Choice of Law and Forum
This Agreement shall be construed under the laws of the State of New York, U.S.A. as applied to contracts performed entirely within the state. Any dispute arising under this Agreement shall be exclusively heard in the state or federal courts residing in New York County, New York, U.S.A. Each party hereto consents to the jurisdiction of such courts with regard to matters arising in connection with this Agreement and waives any claim it has that such a forum is inconvenient.