End-User License Agreement (EULA)

1.              Introduction

1.1           Please read these Terms of Use (the “Terms”) carefully before using the loyalty app (the “App”).

1.2           These terms of use (the “Terms”) applies to any and all end user’s (the “End User”) access to and use of the App and is conditioned on the End User’s acceptance of and compliance with these Terms.

1.3           By accessing or using the App, the End Users agrees to be bound by these Terms, including the Privacy Policy which is available at our website and via the App. If the End User do not agree with or cannot comply with these Terms, the End User may not use or access the App.

2.             The App

2.1           Using the App

2.1.1       The App is the property of MyLoyal ApS (CRN: 37100196) (“MyLoyal”) and is sub-licensed to the relevant customer (the “Customer”) on a white-label basis. The End User is granted a non-exclusive and time-limited right and access to use the App in accordance with these Terms and the agreement between MyLoyal and the Customer (the “Right to Use”).

2.1.2       The App is accessed by the End User’s use of the App.

2.2          Limitations of the Right to Use

2.2.1       Information, data and illustrations that constitute all or part of the App shall not be shared with third parties or in any way used to operate directly or indirectly competing undertakings, including by reselling content or documents created with the App.

2.2.2       The End User is not allowed to (directly or indirectly); (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the App or any components thereof (including without limitation any application), except to the limited extent applicable laws specifically permit such restriction; (ii) modify, translate, or otherwise create derivative works of any part of the App; or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that the End User receives hereunder.

2.2.3       The End User will do its utmost to abide by all applicable laws when using the App.

2.2.4       The App Providers reserve the right to suspend and withhold the provision of the App in its entirety or in part where the App Providers reasonably believes that the End User’s use of the App is in violation with these Terms.

2.3          Registration, access to the App and technical requirements

2.3.1       The End User may register as a user via the App.

2.3.2       The End User agrees that the Right to Use is personal and that it is not allowed to share account or login information or to otherwise give access to any third party. The End User also agrees to take all measures to prevent a third party from accessing the End User’s account even without the End User’s knowledge.

2.3.3       The End User is responsible for obtaining, installing and maintaining usable software and operating systems in order to be able to use the App. The End User is also responsible for establishing and maintaining connection to the internet and thus to the servers associated with the App Providers.

2.4          App functionality

2.4.1       The App is licensed on an “as is” basis and without any representations or warranties or conditions of satisfactory quality, merchantability, fitness for a particular purpose or non-infringement. The App Providers do not warrant that the App is free of malware or other harmful components. In addition, the App Providers make no representation nor warrants, endorses, guarantees or assumes responsibility for any user content.

2.5          App limitations and modifications

2.5.1       MyLoyal will take all reasonable steps to keep the App operational. However, certain technical difficulties, maintenance, testing or updates which may be required according to relevant laws and regulatory requirements may result in temporary interruptions from time to time.

2.6          Changes and ongoing updates to the App

2.6.1       MyLoyal and the Customer will continuously and at their sole discretion change and update the functionality of the App. Such changes and updates do not involve limitations or changes in the End User’s User Right.

2.6.2       MyLoyal and the Customer are entitled to make changes in the functionality of the App, including modifying or removing features that they consider necessary to generally deliver the best possible service to clients and customers. It is at all times the App Providers who determine which features meet this requirement. Such changes to the functionality provided by the App Providers do not imply any restrictions or changes in the End User’s obligations to the App Providers, nor does it entitle the End User to any remedies for breach of contract.

3.             Processing of personal data

3.1           When providing the App, the Customer and MyLoyal process personal data about the End User. In this respect, Myloyal is considered data processor and the Customer is considered data controller. Reference is made to the Customer’s data protection policy.

4.             Intellectual Property Rights

4.1           The App Providers’ Intellectual Property Rights 

4.1.1       MyLoyal, or any third parties from whom they derives their rights, have and shall retain all proprietary rights, copyrights, design rights and similar rights (hereinafter the “Intellectual Property Rights”) to the App and any changes thereto including HTML and other front-end code, all documentation and material made available in the App, source code, content text, images, designs, trademarks and other items that the End User may access by using the App. The App Providers’ Intellectual Property Rights also include content in any physical media and material relating to the App that has been delivered to the End User.

4.1.2       If, as the result of the End User’s use of the App, ideas, features, documents, text passages, images, illustrations or other materials are being generated or created, whether this is at the request of the End User or by the App Providers’ further development or adjustment of the End User’s needs, MyLoyal shall be the sole owner and beneficiary party to any and all such rights and the End User shall under no circumstances be entitled to payment of royalties or other financial rights.

4.2           Except as necessary to use the App in accordance with these Terms, the End User shall not reproduce, replicate, copy or otherwise exploit the Apps for the End User’s own commercial services.

4.3          Third-party Intellectual Property Rights

4.3.1       MyLoyal and the Customer guarantee that the App to their best knowledge does not infringe any third-parties’ Intellectual Property Rights.

4.3.2       If a third-party submits a claim of infringement of its Intellectual Property Rights towards the End User in respect of the End User’s use of the App, the End User shall immediately notify the Customer. The Customer and/or MyLoyal shall, at their own expense, and, if the circumstances permit it, take over and settle the matter with the third-party claiming infringement in the manner that MyLoyal and/or the Customer consider appropriate.

4.3.3       If a third-party, by a final, enforceable judgment or arbitration award finds that the App and the App Providers’ commercial use hereof constitutes an infringement of said third-party’s Intellectual Property Rights, the App Providers’ are obliged to do either of the following at their own expense:

(i)          obtain right or permission from the third-party in question to use the relevant Intellectual Property Rights in the App;

(ii)         stop the infringement by altering the App;

(iii)        replace the infringing elements of the App with any other software that essentially contains the same functionality as the infringing component.

5.             Take Down Notice

5.1           The Customer takes all reasonable steps and measures to monitor the content published in the App. The Customer aims to remove all content as soon as possible after the Customer has been notified that the content may be infringing copyrights or other Intellectual Property Rights or if the content is otherwise claimed to be offensive or illegal in any way. To notify a claimed infringement of Intellectual Property Rights to the Customer please send a notification to [relevant email address]. The End User acknowledges and agrees that the Customer may immediately remove any content from the App without notice.

6.             Limitation of Liability

6.1           Product liability

6.1.1       The App Providers disclaim responsibility for product liability and can only be held responsible for product liability damages to the extent that such product liability cannot be excluded by way of contract.

6.2          Indirect and consequential losses

6.2.1       MyLoyal and the Customer are not liable to End Users or any other parties for indirect losses or consequential damages arising from the use of the App, including operating loss, loss of profit, loss and/or recovery of data, loss of goodwill and other forms of consequential damages. In addition, neither of the parties are liable for any loss resulting from the other party being unable to use or provide the App for any reason whatsoever and irrespective of whether the other party have been advised of the possibility of such losses.

6.2.2       MyLoyal and the Customer disclaim any liability for loss or damage attributable to the End User’s own connection to and running of the App, including lack of internet access, system breakdown or other matters relating to the End User’s own IT equipment, infrastructure operations and software.

6.3          Force majeure

6.3.1       Neither MyLoyal, the Customer nor the End User may be held liable to the other party in respect of matters beyond the party’s control that could not reasonably have been taken into account, avoided or overcome at the conclusion of these Terms (a “Force Majeure Event”). A Force Majeure Event with a sub-supplier shall also constitute a Force Majeure Event for the party using said sub-supplier, provided that the said party cannot use an alternative sub-supplier.

7.             Changes to the Terms

7.1           MyLoyal may modify these Terms, including the addition or removal of terms at any time. Such modifications, additions or deletions will be effective immediately upon posting. The End User’s use of the App shall be deemed to constitute the End User’s acceptance of such modifications, additions or deletions.

8.             Choice of law and arbitration

8.1           These Terms is governed by Danish law, regardless of the consequences of international private law. The application of the United Nations Convention on International Purchasing (“CISG”) is excluded.

9.             Acceptance

9.1           The End User agrees that the End User’s Right to Use is conditioned on the adherence to these Terms and the applicable data protection and privacy policy and that the End User’s initiation of its use of the App constitutes an acceptance of these Terms.