Whats-OUT! LoyaCard Application and Web portal/Merchant Terms of Service and agreement

SAT InfoTech (Sami Al-Taher Information Technology Est.) Merchant Terms & Conditions

These terms and conditions ("the Agreement") apply to any party ("the Business") wishing to engage SAT InfoTech (Sami Al-Taher Information Technology Est.)Registered in Jordan under (Trade Register No. 239816) ("SAT InfoTech - Sami Al-Taher Information Technology Est.") for the provision of loyalty reward programs services ("the Services") through its Smart phone application Whats-OUT! ("the App"). Please read these Terms and Conditions carefully before accessing or using the information and services for the App through its marketing platforms ("platforms") or any website portal ("portal") it provides. By accessing or using the platforms or portal for the App, the Business agrees that it has read, understood and agrees to be bound by SAT InfoTech (Sami Al-Taher Information Technology Est.) Merchant Terms & Conditions.

1.0 Services

1.1 SAT InfoTech (Sami Al-Taher Information Technology Est.) provides the Services to businesses or representatives of businesses seeking to establish a loyalty reward program for Registered Members of the App.

1.2 Business loyalty reward programs will become live on the App only when the Business has approved all information, its offer and logo/ icon/ picture through the self-service portal or written communication.

1.3 SAT InfoTech (Sami Al-Taher Information Technology Est.) reserves the right to individually charge for multiple offers through the same business listing.

1.4 SAT InfoTech (Sami Al-Taher Information Technology Est.) shall make such modifications to any loyalty reward program as are reasonably requested by the Business.

1.5 SAT InfoTech (Sami Al-Taher Information Technology Est.) shall be entitled at any time without notifying the Business, to make changes to Business loyalty reward programs which are necessary to comply with any applicable security or statutory requirements and shall determine, at its absolute discretion, the manner in which the changes are applied.

1.6 SAT InfoTech (Sami Al-Taher Information Technology Est.) reserves the right to determine which Smart phone operating systems the app works on.

2. Setting up an account

2.1 The Business is required to create an account with SAT InfoTech (Sami Al-Taher Information Technology Est.) if the Business wishes to engage the Services of SAT InfoTech (Sami Al-Taher Information Technology Est.).

2.2 The Business may be required to pay a nominal establishment fee per venue, and an ongoing subscription fee, which is agreed under a separate pricing schedule.

2.3 All rates are in United States Dollars (US$) unless stated otherwise.

3. Business offer

3.1 The Business structures the offer and reward for its customers. The offer and reward is placed on the Registered Members smartphone and must also be prominently displayed at point of sale within the store.

3.2 The Registered Member is entitled to receive a stamp or points on the App for each purchase whether by value, quantity or visit. The registered member is entitled to receive a reward upon achieving the required number of stamps or points.

3.3 Any dispute regarding the loyalty program will be between the business and its customer. You agree that Whats-OUT! LoyaCard is not responsible, and shall have no liability to you or your customers, with respect to the loyalty program.

4. Business Communication & Data

4.1 Any electronic communication with Registered Members must be done through the Platforms or Portal or with a method and process previously agreed with SAT InfoTech (Sami Al-Taher Information Technology Est.).

4.2 SAT InfoTech (Sami Al-Taher Information Technology Est.) owns its Registered Members contact details and transactional data records.

4.3 For paying business customers, SAT InfoTech (Sami Al-Taher Information Technology Est.) shall provide access to customer contact details and transactional data records relating only to customers and records pertaining to the offers and promotions that the business provides on the SAT InfoTech (Sami Al-Taher Information Technology Est.) web platform.

4.4 Non-paying business customers shall receive no customer contact details or transactional data records unless otherwise agreed by SAT InfoTech (Sami Al-Taher Information Technology Est.).

4.5 Any customer contact details or transactional data records passed to the Business shall be used in accordance with this policy, any relevant national and international SPAM acts (in UK Privacy and Electronic Communications (EC Directive) Regulations 2003 and US CAN-SPAM Act of 2003, Australia this is The SPAM Act 2003) and must be construed in accordance with the laws of the Hashemite Kingdom of Jordan or comply with the laws in the place where the business is located..

5. Payment & Rights to Terminate a Service

5.1 Businesses are required to pay a nominal set up fee to establish the Service. A monthly or annual subscription will be charged according to an agreed schedule of rates.

5.2 SAT InfoTech (Sami Al-Taher Information Technology Est.) can provide the Business with an invoice stating SAT InfoTech (Sami Al-Taher Information Technology Est.)’ fees in relation to the Services provided to the Business.

5.3 All monthly fees will be paid monthly in advance through a credit card. Credit cards may incur an additional surcharge. Unless otherwise agreed with SAT InfoTech (Sami Al-Taher Information Technology Est.).

5.4 The Business may terminate the Service at any time. In this instance they must give 60 days’ notice prior to the end of the subscription period and will be required to pay for the Service until the end of the subscription period.

6. SAT InfoTech (Sami Al-Taher Information Technology Est.)’s obligation

6.1 SAT InfoTech (Sami Al-Taher Information Technology Est.) will use its reasonable endeavors to enable its Registered Members the facility for viewing the Business’s loyalty reward program on the App.

6.2 SAT InfoTech (Sami Al-Taher Information Technology Est.) will use its reasonable endeavors to publish the Business’s loyalty reward program or provide other agreed loyalty reward programs Services to the Business by the agreed date.

7. Businesses obligations

7.1 The Business hereby undertakes and warrants to SAT InfoTech (Sami Al-Taher Information Technology Est.):

7.1.1 that the Business will use all reasonable precautions against access to the App through the portal by any unauthorized persons, including but not limited to the use of user names and passwords and the securing of information relating to communications between the Business and the rest of the App;

7.1.2 that any information supplied by the Business is accurate, complete and true;

7.1.3 that the Business owns the copyright in or has authorization from the copyright owner to upload, post, transmit, share, store or otherwise make available to SAT InfoTech (Sami Al-Taher Information Technology Est.) for use on the App any advertisement which contains a name, pictorial representation or logo;

7.1.4 that material uploaded, posted, transmitted, shared or otherwise made available to the App through the portal is free of infection or viruses, worms, Trojan horses or other code that manifest contaminating or destructive properties;

7.1.5 that each Loyalty Reward program is legal, decent, honest and truthful and complies with all applicable laws, rules, regulations and codes relating to advertising as may be appropriate;

7.1.6 that no Loyalty Reward Offer contains any data, image or other material which;

(a) is offensive, obscene or indecent, or capable of being resolved into obscene or indecent images or material;

(b) is defamatory, threatening or racially, ethnically or otherwise objectionable;

(d) infringes the rights (including, without limitation, the intellectual property rights) of another person;

(e) is designed or likely to cause disruption to any computer system or to any network; or

(f) is illegal or designed or likely to induce an illegal act.

7.2 The Business agrees to provide SAT InfoTech (Sami Al-Taher Information Technology Est.), in such a format as SAT InfoTech (Sami Al-Taher Information Technology Est.) may request, any information, design work, artwork and logos necessary to enable SAT InfoTech (Sami Al-Taher Information Technology Est.) to provide the Services.

8. Error or delay

8.1 SAT InfoTech (Sami Al-Taher Information Technology Est.) does not accept liability for any consequences, howsoever arising, due to error or delay in the Service and has the right at its absolute discretion to decline to publish or omit, suspend or change the position of any advertisement accepted by it.

9. Right of Refusal

9.1 SAT InfoTech (Sami Al-Taher Information Technology Est.) reserves the absolute right, without giving any reasons, to decline, cancel or remove any advertisement or provision of the Services for any reason and at any time without prior notice.

10. Reporting Illegal Content

10.1 SAT InfoTech (Sami Al-Taher Information Technology Est.) may, at its absolute discretion and without prior notice, report to the relevant authorities any advertisement or loyalty reward programs service used, which in its reasonable opinion is being used for an improper or illegal purpose by the Business.

11. Intellectual property

11.1 All intellectual property rights (including future copyright) in the formation and other material appearing on the App vests in and is the exclusive property of SAT InfoTech (Sami Al-Taher Information Technology Est.), its assigns and licensors. The Business may not and must not allow or permit other parties whether or not on the Business’s behalf, to copy Business loyalty reward programs or other similar activities unless the Business have obtained the prior, written permission of SAT InfoTech (Sami Al-Taher Information Technology Est.).

11.2 All intellectual property uploaded to the App constitutes an assignment of the intellectual property from the Business to SAT InfoTech (Sami Al-Taher Information Technology Est.).

12. Confidentiality

12.1 SAT InfoTech (Sami Al-Taher Information Technology Est.) retains all property rights in all information and all other knowledge relating to SAT InfoTech (Sami Al-Taher Information Technology Est.), the Services including the technology and design of the services, the way the Services are implemented, the personnel, policies and business strategies of SAT InfoTech (Sami Al-Taher Information Technology Est.) and the terms of the agreement (including pricing) which come into the Business’s possession from any source, or information which is treated by SAT InfoTech (Sami Al-Taher Information Technology Est.) as confidential regardless of its form, or which is designated by its nature as confidential, but excluding information in the public domain or which may be obtained from SAT InfoTech (Sami Al-Taher Information Technology Est.) without restriction ("Confidential Information").

12.2 The Business will not use Confidential Information which the Business acquires from SAT InfoTech (Sami Al-Taher Information Technology Est.) for any purpose which may cause SAT InfoTech (Sami Al-Taher Information Technology Est.) loss, whether by way of damage to SAT InfoTech (Sami Al-Taher Information Technology Est.)’ reputation, financial loss, or otherwise.

12.3 The Business will keep confidential all information supplied by SAT InfoTech (Sami Al-Taher Information Technology Est.) on is Registered Members.

13. Liability

13.1 While SAT InfoTech (Sami Al-Taher Information Technology Est.) will attempt to verify a Registered Member’s details, it does not guarantee the truth or accuracy of such details. SAT InfoTech (Sami Al-Taher Information Technology Est.) accepts no responsibility or liability as to the suitability of Registered Members who respond to Business loyalty reward programs.

13.2 SAT InfoTech (Sami Al-Taher Information Technology Est.) disclaims all liability to the maximum extent permitted by law for liability of any description, including liability for negligence (except for personal injury or death), or any damages or losses (including, but without limitation to indirect or consequential loss, or loss of business, revenue, profits, use or opportunity) howsoever resulting from the Business’s use of (or inability to use) the App.

13.3 SAT InfoTech (Sami Al-Taher Information Technology Est.) does not accept liability for:

13.4.1 Any loss of copy, artwork, photographs, data or other materials that the Business supplies to SAT InfoTech (Sami Al-Taher Information Technology Est.); or

13.4.2 any mistakes or errors whatsoever that arise during the course of publication of any advertisement or any loss of information or data or any damage thereto in each case as a result of circumstances beyond its reasonable control or which arise as a result of the acts or omissions of the Business.

13.5 To the maximum extent permitted by law, the Business agrees to limit the liability of SAT InfoTech (Sami Al-Taher Information Technology Est.) for breach of these Terms and Conditions or any other law or legislation to having the Services supplied again.

14. Warranties

14.1 All warranties, conditions and representations whether express or implied (other than express warranties stated by SAT InfoTech (Sami Al-Taher Information Technology Est.) in writing) are excluded except in circumstances whereby SAT InfoTech (Sami Al-Taher Information Technology Est.) is by law unable to exclude or limit liability.

14.2 SAT InfoTech (Sami Al-Taher Information Technology Est.) makes no warranty that the App (or any Smart phone application that is, or may become linked to this Smart phone application) is free from computer viruses, "cookies", or any other malicious or impairing computer programs and/or that the App shall operate uninterrupted and error-free.

14.3 SAT InfoTech (Sami Al-Taher Information Technology Est.) does not warrant that any Loyalty Reward offer placed on the App will attract users from its Registered Members.

14.4 Without limiting the generality of the above, the Business warrants that nothing in the material lodged for publication on the App breaches any laws in Jordan or any other State or Territory worlwide.

15. Relevant law

15.1 These Terms and Conditions are governed by, and must be construed in accordance with the laws of the Hashemite Kingdom of Jordan.

16. Indemnity

16.1 The Business agrees to indemnify SAT InfoTech (Sami Al-Taher Information Technology Est.) and its partners, directors, employees and agents against all claims, demands, proceedings and other liability arising wholly or partly, directly or indirectly, for using the App.

16.2 The Business indemnifies SAT InfoTech (Sami Al-Taher Information Technology Est.) in respect of any claim, action, damage, loss, liability, cost, charge, expense, outgoing or payment suffered or incurred by SAT InfoTech (Sami Al-Taher Information Technology Est.) (including, but not limited to, economic loss and all legal costs and disbursements on a full indemnity basis) caused by the Business and/or any willful, illegal or negligent act or omission by the Business.

17. Termination

17.1 SAT InfoTech (Sami Al-Taher Information Technology Est.) may cancel any Loyalty Reward Program, terminate any agreement, or commence legal proceedings against the Business to recover any overdue amount including legal costs in relation to any action taken against the Business by SAT InfoTech (Sami Al-Taher Information Technology Est.), if:

17.1.1 the Business fails to pay for any loyalty reward programs Services provided by SAT InfoTech (Sami Al-Taher Information Technology Est.), in accordance with any agreement between the Business and SAT InfoTech (Sami Al-Taher Information Technology Est.) and these Terms and Conditions;

17.1.2 the Business breaches the Terms and Condition of this Agreement;

17.1.3 the Business commits an act of bankruptcy;

17.1.4 the Business becomes insolvent;

17.1.5 the Business, in the opinion of SAT InfoTech (Sami Al-Taher Information Technology Est.), is in breach of any law or regulation;

17.1.6 a receiver, administrator, liquidator or manager is appointed over any of the Business’s assets; or

17.1.7 if the Business resolves to wind up the Business’s company.

18. Dispute resolution

18.1 Any dispute under or arising out of this agreement shall be referred to arbitration by a single arbitrator, and will be governed by the laws of the Hashemite Kingdom of Jordan.

18.2 The parties agree and accept that the determination of the arbitration is final and binding.

19. Compliance with foreign law

19.1 SAT InfoTech (Sami Al-Taher Information Technology Est.) makes no representation that the content of the App complies with the law of any country outside Jordan. If the Business accesses this Site from outside Jordan, the Business is responsible for ensuring that the Business complies with all laws in the place where the Business is located.

20. Amendments

20.1 SAT InfoTech (Sami Al-Taher Information Technology Est.) may vary these Terms and Conditions from time to time at its absolute discretion.

20.2 If a material change to the Terms and Conditions is made, SAT InfoTech (Sami Al-Taher Information Technology Est.) will notify the Business by placing a prominent notice on the portal identifying the change, or by notifying the Business of the change via email.

21. Privacy policy

21.1 The Business confirms that the Business has read, understood and agrees to be bound by SAT InfoTech (Sami Al-Taher Information Technology Est.) Privacy Policy.

22. Suspension

22.1 SAT InfoTech (Sami Al-Taher Information Technology Est.) reserves the right to suspend or close the Business’s account at its absolute discretion in the event of, but not limited to the events referred to in clause 16 or breaches of these Terms and Conditions.

23. Severance

23.1 If any provision of these Terms and Conditions is held unenforceable in whole or in part, these Terms and Conditions shall continue to be valid as to the other provisions and the remainder of the affected provision.