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最後更新日期：23/05/2022

PLEASE READ THE FOLLOWING CAREFULLY BEFORE USING SHOPUDDY. THESE TERMS AND CONDITIONS CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND SHOPUDDY LIMITED.

Agreement

You would like to use Shopuddy to generate Digital Stamp Card(s) for use by Apple Wallet and any other OS and devices supported. Shopuddy Limited is willing to grant You the use of Shopuddy to generate Digital Stamp Cards on the terms and conditions set forth in this Agreement.

1. Acceptance of this Agreement

In order to use Shopuddy 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 Shopuddy.

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:

• Ticking the Terms of Use box, and clicking Register on the Registration Page; or
• Using the Shopuddy software.

2. Use of Shopuddy and Restrictions

Subject to the terms and conditions of this Agreement, Shopuddy hereby grants you a limited, non-exclusive, personal, revocable, non-sublicensable and non-transferable permission to generate, distribute and update Card(s).

1. Using your own Card ID under the provision that the Cards you generate and distribute are done so in accordance with all legal agreements with both Apple Inc. and Shopuddy Limited;
2. Using Shopuddy’s Card ID for the sole purpose, without exception, of evaluation, development and testing of Shopuddy layouts and integration of Shopuddy’s API functionality; you understand and agree that Cards generated by you, and signed with Shoppudy’s Card ID are issued and owned by Shopuddy Limited, in accordance with Apple’s iOS Developer Program License Agreement terms and conditions, and as such must NOT be distributed either publicly or privately by you in any event.

3. Your Obligations

3.1 General

You certify to Shoppudy Limited and agree that:

1. 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 have the right and authority to legally bind such entity or organization to the terms and obligations of this Agreement;
2. All information provided by you to Shopuddy Limited or your end-users in connection with this Agreement or Cards will be current, true, accurate, supportable and complete and, with regard to information you provide to Shopuddy Limited, you will promptly notify Shopuddy Limited of any changes to such information. Furthermore, You agree that Shopuddy Limited 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.);
3. 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 Card and their compliance with the terms of this Agreement;
4. You will be solely responsible for all costs, expenses, losses and liabilities incurred, and activities undertaken by you in connection with Shopuddy, your Cards 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;
5. For the purposes of Schedule 1, you represent and warrant that you own or control the necessary rights in order to appoint Shopuddy Limited as your worldwide agent for the delivery of your Cards, and that the fulfillment of such appointment by Shopuddy Limited shall not violate or infringe the rights of any third party; and
6. 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 Shopuddy

As a condition to using Shopuddy, You agree that:

1. You will only use the Shopuddy for the purposes and in the manner expressly permitted by this Agreement and in accordance with all applicable laws and regulations;
2. You will not use Shopuddy for any unlawful or illegal activity, nor to generate a Card which would commit or facilitate the commission of a crime, or other unlawful or illegal act;
3. To the best of your knowledge and belief, your Card and Card 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); and
4. You agree that all development of Cards must be in accordance with the terms of this Agreement.

3.3 Privacy

You must provide clear and complete information to users regarding your Card, use and disclosure of user or device data, e.g., a link to your privacy policy. Furthermore, you must take appropriate steps to protect such data from unauthorized use, disclosure or access by third parties. If a user ceases to consent or affirmatively revokes consent for your collection, use or disclosure of his or her user or device data, you must promptly cease all such use.

4. Distribution; Marketing Permissions

Subject to the terms of this Agreement, you may distribute your Cards to end-users by the web, email, or an Application. You understand and agree that your end-users must accept your Cards before they will be loaded into Apple Wallet or any other device and can remove your Cards from Apple Wallet or any other device at any time.

By distributing your Cards in this manner, you represent and warrant to Shopuddy Limited that your Cards comply with the terms of this agreement. Shopuddy Limited and Apple Inc. 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 Cards in this manner. You also indemnify Shopuddy Limited and Apple Inc. 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 Cards in this manner. You will be responsible for attaching or otherwise including any relevant end-user usage terms with your Cards. Shopuddy Limited 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 Cards.

By distributing your Cards as permitted in this Agreement, you hereby permit Shopuddy Limited and Apple Inc. to use (i) screenshots of your Card; (ii) trademarks, logos and images associated with your Card; and (iii) Card 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 Shopuddy.

5. Shopuddy Limited’s Right to Review Your Pass

You understand and agree that Shopuddy Limited reserves the right to review and approve or reject your Card(s) at any time during the Term of this Agreement.

6. Liability Disclaimer

SHOPUDDY LIMITED AND APPLE INC. SHALL NOT BE LIABLE FOR ANY DAMAGES OR LOSSES ARISING FROM ANY USE, MISUSE, RELIANCE ON, INABILITY TO USE, INTERRUPTION, SUSPENSION, OR TERMINATION OF SHOPUDDY, APPLE WALLET, YOUR CARD ID, OR ANY SERVICES PROVIDED IN CONNECTION THEREWITH, INCLUDING BUT NOT LIMITED TO ANY LOSS OR FAILURE TO DISPLAY YOUR CARD IN APPLE WALLET OR ANY END-USER CLAIMS ARISING FROM ANY USE OF THE FOREGOING BY YOUR END-USERS.

7. Indemnification

To the extent permitted by applicable law, you agree to indemnify and hold harmless, Shopuddy Limited, its directors, officers, employees, independent contractors and agents (each an “Shopuddy Limited 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 Shopuddy Limited 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 your Card or Card Information violate or infringe any third party intellectual property or proprietary rights; (iii) Shopuddy Limited’s permitted use, promotion or delivery of Card, Card Information, metadata, related trademarks and logos, or images and other materials that you provide to Shopuddy Limited under this Agreement; (iv) any claims, including but not limited to any end-user claims, regarding your Card, Card Information, or related logos, trademarks, content or images; or (v) your use of Card, Card Information, metadata or your development and distribution of any Application or Card.

To the extent permitted by law, you hereby agree to indemnify, defend and hold harmless each Shopuddy Limited Indemnified Party from any Losses incurred by such Shopuddy Limited Indemnified Party by reason of such use.

8. Fees and Payment

As consideration for the rights granted to you under this Agreement, you agree to pay Shopuddy Limited the requisite basic and monthly fees as set forth on Shopuddy website. The fees are non refundable. Any taxes that may be levied on the Shopuddy software or your use of it shall be your responsibility.

Shopuddy Limited 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.

9. Term and Termination

9.1 Term

The Term of this Agreement shall extend until the one (1) year anniversary of the original activation date of your subscription account (“Effective Date”). Thereafter, subject to your compliance with the terms of this Agreement, the Term will automatically renew for successive one (1) year terms, unless sooner terminated in accordance with this Agreement.

9.2 Termination

This Agreement and all rights granted by Shopuddy Limited hereunder and any Services provided hereunder will terminate, effective immediately upon notice from Shopuddy Limited: (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, Shopuddy Limited may also terminate this Agreement, or suspend your rights to use Shopuddy, 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. Upon any termination for cause by you, Shopuddy Limited shall refund you any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination, and the Services will be maintained until the next billing period.

10. No Warranty

The Shopuddy services may contain inaccuracies or errors that could cause failures or loss of data. Shopuddy Limited, or its licensors, may provide or make available through Shopuddy certain web based applications, service related software, certificate issuance services, or other services for your use (collectively the “Services” for purpose of section 6, 9 and 10). Shopuddy Limited 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 Shopuddy Limited or its licensors be liable for the removal of or disabling of access to any such Services. Shopuddy Limited 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 SHOPUDDY SOFTWARE, SECURITY SOLUTION AND ANY SERVICES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IF WITH YOU. THE SHOPUDDY SOFTWARE, SECURITY SOLUTION AND ANY SERVICES ARE PROVIDED “AS-IS” AND “AS AVAILABLE”. WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND SHOPUDDY, SHOPUDDY’S AGENTS AND SHOPUDDY’S LICENSORS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SHOPUDDY SOFTWARE, SECURITY SOLUTION AND SERVICES EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TIMELINESS AND NON INFRINGEMENT OF THIRD PARTY RIGHTS.

SHOPUDDY DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SHOPUDDY SOFTWARE, SECURITY SOLUTION OR SERVICES, THAT THE OPERATION OF THE SHOPUDDY SOFTWARE, SECURITY SOLUTION, OR THE PROVISION OF SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, THAT DEFECTS OR ERRORS IN THE SHOPUDDY SOFTWARE, SECURITY SOLUTION OR SERVICES WILL BE COMPATIBLE WITH FUTURE APPLE PRODUCTS, SERVICES OR SOFTWARE OR ANY THIRD PARTY SOFTWARE, APPLICATIONS OR SERVICES, OR THAT ANY INFORMATION STORED OR TRANSMITTED THROUGH ANY SHOPUDDY SOFTWARE OR SERVICE WILL NOT BE LOST, CORRUPTED OR DAMAGED.

YOU ACKNOWLEDGE THAT THE SHOPUDDY 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 SHOPUDDY 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 SHOPUDDY OR A SHOPUDDY AUTHORIZED REPRESENTATIVE WILL CREATE A WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SHOULD THE SHOPUDDY SOFTWARE, SECURITY SOLUTION OR SERVICES PROVIDE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIRING 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 Shopuddy Limited 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.

11. Notices

Any notices relating to this Agreement shall be in writing. Notices will be deemed given by Shopuddy Limited when sent to you at the email address or mailing address you provided during the registration process. All notices to Shopuddy Limited relating to this Agreement will be deemed given when sent by you at the email [email protected]. You consent to receive notices by email and agree that any such notices that Shopuddy Limited 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.

12. Changes to the Agreement

Shopuddy Limited may change the terms of this Agreement at any time. In order to continue using Shopuddy, you must accept and agree to the new terms of this Agreement. If you do not agree to new terms, your use of Shopuddy will be suspended or terminated by Shopuddy Limited. 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.