Last Updated: July 6, 2018 Welcome to Moola (the “Moola App”), an app operated by MOOLA INC. (“Moola”, “we”, “our”). Moola, the Moola App, and related functions and services are provided to you subject to your compliance with the following Terms of Service (“Terms” or “Agreement”). Please read through these Terms carefully. Your use or continued use of the Moola App will indicate your agreement to these Terms. If you do not agree to be bound by the Terms, you may not use the Moola App, and you should delete it from your device now.
Description of Services The Moola App currently offers three primary services (described in this section 1 and further in section 5). First, the Moola App allows you to enter and store your gifts cards and loyalty cards (each, a “Card”) issued from merchant stores (the “Merchants”). You can do this by either selecting a Merchant from our pre-existing list of Merchants (the “Listed Merchants”), or by using your camera phone to upload a photo and enter the barcode of a Card that is issued from a non-Listed Merchant. Once your Card is stored in the Moola App, you can use the Moola App to view the balance of any Card issued from a Listed Merchant. If you scan a Card that is from a non-Listed Merchant, you will only be able to see the photo and barcode that you entered manually, but not the balance of such Card. Moola keeps a record of non-Listed Merchants entered by users, and will add such non-Listed Merchants to our Listed Merchants over time. You will be notified if any of your non-Listed Merchants become Listed Merchants, and you will be able to re-enter the non-Listed Merchant Card and view its balance at that time. Finally, you can use the Moola App to use or redeem or collect points on your Card in connection with purchases from the Merchant named on such Card. In connection with the primary services described above, and subject to the permissions you give us, we have also designed the Moola App to provide you with additional supplemental services, such as the contact information and locations of those Listed Merchants for which you have stored a Card. The services described in this section, along with any other future services that we design for the Moola App, are collectively, the “Services”. All aspects of the Services are subject to change or elimination at Moola’s sole discretion. Moola reserves the right to interrupt the Services with or without prior notice for any reason or for no reason. You agree that Moola will not be liable to you for any interruption of the Services, delay or failure to perform. License to Use the Services Subject to these Terms, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable, license to use the Moola App and the Services for your personal, non-commercial use only. Moola reserves all rights to the Moola App, the Services and the Moola Content (defined below) not expressly granted herein. Moola may terminate this license at any time for any reason or for no reason.
2. MEMBER ACCOUNTS
Eligibility You may register for an account (a “Member Account”) if you are an individual over the age of majority in the jurisdiction in which you reside. You may also register for a Member Account on behalf of a company in good standing, provided that you have the authority to enter into contracts on behalf of such company. By creating a Member Account, you are representing that you have the legal right and capacity to enter into and be bound by this Agreement. You are also promising to comply with these Terms and all applicable local, provincial, state, national, and international laws, rules, and regulations for so long as you maintain your Member Account and use the Services.
To access the Services, you will need to register a Member Account and become a “Moola Member”. When creating your Member Account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your Member Account, and you must keep your password and PIN (if applicable) secure. You may control your Member profile and how you interact with the Services by changing the settings in the Moola App. In your settings, you may choose to access the Moola App through your fingerprint instead of a PIN. By enabling Touch ID, every person with an enrolled fingerprint on your device will have access to your Member Account. Fingerprints are only stored on your device and we do not see or store your fingerprint information during the authentication process. By providing Moola with your email address you consent to our using the email address to send you Services-related notices, including any notices required by law, in lieu of communication by postal mail. You may never use another Member’s account without permission or create more than one account. Moola will not be liable for any losses caused by any unauthorized use of your Member Account by you or anyone else. You are responsible for safeguarding your mobile device and for all transfers and/or transactions, including those performed with Touch ID. If you think someone has gained access to your Member Account, please contact us immediately at firstname.lastname@example.org. Also, you agree that you will not:
create another account if we’ve disabled your Member Account;
buy, sell, transfer, rent lease or allow access to your Member Account without our prior written consent; or
log in or try to log in to access your Member Account or the Services through unauthorized third party applications.
3. UNAUTHORIZED USE OF THE MOOLA APP
You agree not to engage in any of the following prohibited activities:
copying any part of the Moola App or the Services in any medium;
attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Moola App or the Services;
taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure;
uploading invalid data, viruses, worms, or other software agents to or through the Moola App;
collecting or harvesting any personally identifiable information, including account names, from the Moola App;
using the Moola App or the Services for any commercial solicitation purposes;
impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity;
interfering with the proper working of the Moola App or the Services;
accessing any content on the Moola App or Services through any technology or means other than those provided or authorized by the Moola App;
bypassing the measures we may use to prevent or restrict access to the Moola App or the Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Moola App or the Services or the content therein; or
encouraging or promoting any activity that violates these Terms.
4. DATA CHARGES
You are responsible for any mobile charges that you may incur when you use the Services including text-messaging and data charges for use of the Services and/or updates or upgrades of new versions of the Services. If you’re not sure what those charges may be, please ask your provider before using the Services.
5. USING THE SERVICES
Storing Cards The Moola App allows you to enter and store your gift cards and loyalty cards as set forth in Section 1 of this Agreement. For each gift card or loyalty card that you enter or store on the Moola App (each, a “Card”), you represent and warrant the following:
the Card is a valid gift card or loyalty card of the Merchant named on such Card;
you are the sole lawful owner or licensee of the Card and all interests thereto;
you did not purchase the Card from an unknown individual or entity (i.e. by using Craigslist, Kijiji, or similar unverifiable platform);
6. MOOLA PROPRIETARY RIGHTS
As between you and Moola, Moola owns all of the content on the Moola App (the “Moola Content”), including but not limited to visual interfaces, interactive features, graphics, design, compilation (including, but not limited to, our compilation of Submitted Data (defined below)) software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and other content, and all other elements of the Moola App (excluding Merchant trademarks, which are made available in connection with the Services). All intellectual property rights related to the Moola Content (the “Intellectual Property Rights”) are the exclusive property of Moola. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Moola App or through the Services. Use of the Moola Content or materials on the Services for any purpose not expressly permitted by this Agreement is strictly prohibited. The display of Merchant trademarks within the Moola App is for the sole purpose of helping you to sort and identify your Cards, and we do not offer any products for sale in association with such trademarks, or claim any ownership of or rights in such trademarks.
7. SUBMITTED DATA
Copyright Policy, Representation You are wholly responsible for any data you transmit to the Moola App (“Submitted Data”), whether such data consists of pictures, art work, text, or other data types, such as audio, video, or multimedia. It is unlawful to reproduce or distribute copyrighted material without the permission of the copyright owner or to use trademarks without the permission of the trademark owner. You are responsible for assuring that no Submitted Data you transmit to a site violates any copyright or trademark right, and that it complies with these Terms. Before transmitting Submitted Data to the Moola App, you should assure that such Submitted Data is in the public domain and therefore not subject to copyright protection, or that you have the consent of the copyright or trademark owner to use the material. By uploading Submitted Data to the Moola App and/or by submitting Submitted Data for integration into any Gift Cards for processing, sharing, storage or fulfillment: (i) you grant us a limited, royalty free and non-exclusive license to use, adapt, transmit, transfer, store, copy and display the Submitted Data solely in connection with our providing products and/or services to you; and (ii) you represent and warrant to us that the Submitted Data are in the public domain; or that you have all right, title and interest in and to all copyrights in the Submitted Data, or that you have the express permission to copy and use such Submitted Data for all purposes related to the Cards you store on the Moola App. You further represent that the Submitted Data do not violate or infringe upon the proprietary rights (including privacy, moral or publicity rights) of others. Inappropriate Content You may not upload to a site any material, whether text, images, or otherwise, that (a) infringes any copyright, trademark, right of privacy, right of publicity, or any other right of a third party, including without limitation, images of celebrities, actors, musicians, sports figures, politicians, cartoon characters or public figures of any kind; (b) is unlawful, threatening, abusive, libelous, defamatory, obscene, pornographic, profane or offensive to the community or to any reasonable segment thereof, or (c) phone numbers, addresses, account numbers, personalized identification numbers or URL addresses (collectively, “Inappropriate Content”). The content of the Submitted Data you submit is governed by applicable laws (including laws which prohibit infringement of copyrights and trademarks, obscenity, pornography, child pornography, or child abuse). We have no obligation to monitor the Submitted Data. However, we reserve the right at all times to review the Submitted Data, to disclose the Submitted Data as necessary to satisfy any laws, regulations or government requests and to report any potential violations of law to law enforcement authorities, to refuse to post or transmit the Submitted Data, to remove the Submitted Data, and to refuse to perform any orders for processing or fulfillment for Submitted Data that are, in our sole judgment and discretion, (or in the sole judgment and discretion of any of the entities described above), objectionable or in violation of these Terms. In the event that you submit Submitted Data to a site for inclusion on a Card and the Merchant issuing the Card believes the Card contains Inappropriate Content, the Merchant may reserve the right to refuse to honor the Card. Moola reserves the right to determine, at its sole discretion, whether Submitted Data will be accepted for incorporation into the Moola App. If Moola does not approve the Submitted Data, we may delete such Submitted Data with or without notice to you. Indemnification Regarding Submitted Data You agree to indemnify us and hold us and our licensees, suppliers and fulfillers, owners and operators of third-party portals and Merchants, harmless from and against any and all losses, damages, costs or expenses, including reasonable attorneys’ fees, arising out of (a) any claim by a third party that the Submitted Data (or the use thereof) constitutes an infringement or other violation of such third party’s trademark, copyright, intellectual property rights or other rights; or (b) your use of any Inappropriate Content; or (c) any violation of law by you; or (d) any acts prohibited under this section on Submitted Data. Your obligation to indemnify and hold us harmless shall survive any expiration and termination of these Terms. No Liability for Lost Data In the event that you lose your device, Moola does not guarantee that all of the data present on your device prior to its loss will be synced onto your new device, and Moola will not be liable for any discrepancy or loss of data resulting from the loss of your device.
8. THIRD-PARTY LINKS
You agree to defend, indemnify and hold harmless Moola and its subsidiaries, agents, licensors, managers, and other affiliated or related companies, and their employees, contractors, agents, officers and directors (the “Moola Group”), from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to legal fees) arising from: (i) your use of and access to the Moola App and the Services, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (iv) your violation of any law, rule or regulation of Canada or any other country; (v) any claim or damages that arise as a result of any data or content that is submitted via your Member Account; or (vi) any other party’s access and use of the Moola App or Services through your Member Account.
10. LIMITATION OF LIABILITY
To the maximum extent permitted by applicable law, in no event shall Moola Group, be liable for any direct, indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, that result from the use of, or inability to use, the Moola App or the Services. Under no circumstances will Moola be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Service or your account or the information contained therein. To the maximum extent permitted by applicable law, Moola assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of any content on the Moola app, including any bar code information, displayed balances, or incorrect information about any Merchant; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of the Moola App or the Services; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (iv) damages or liability resulting from your Member Account information; (v) any interruption or cessation of transmission to or from the Moola App or the Services; (vi) any bugs, viruses, trojan horses, or the like that may be transmitted to or through the Moola App or the Services by any third party; (vii) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Moola App or the Services; (viii) the defamatory, offensive, or illegal conduct of any third party; (ix) lost, stolen, or otherwise irredeemable Card; and/or (x) any transactions between you and a Merchant, or between you and another third party with respect to any Card stored on your Member Account. In no event shall Moola Group be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount of your gift card transactions with Moola for the twenty-one (21) days preceding the date on which such liability arose. This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Moola has been advised of the possibility of such damage. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. The Services are appropriate or available for use in any location where the use of the Services are in compliance with all applicable local laws and regulations, including but not limited to export and import regulations. Moola shall not be liable for any use of the Services in violation of local laws or regulations.
Governing Law. This Agreement shall be construed and governed exclusively by the laws in force in British Columbia and the laws of Canada applicable therein, and the courts of British Columbia (and the Supreme Court of Canada, if necessary), and except as set out below in “Resolution of Disputes”, shall have exclusive jurisdiction to hear and determine all disputes arising hereunder. Except as provided in Section 9 b. “Resolution of Disputes”, each of the parties hereto irrevocably attorns to the jurisdiction of said courts, consent to the commencement of proceedings in such courts and waive any right to a jury trial. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any forum non conveniens defence to the maintenance of such action or proceeding in any such court. This provision shall not be construed to affect the rights of a party to this Agreement to enforce a judgment or award outside said province, including the right to record and enforce a judgment or award in any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
Resolution of Disputes
Limitation period. YOU AND MOOLA AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ARISES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. Mandatory Arbitration. Except for any matter that requires equitable or injunctive relief, all disputes arising out of or in connection with this Agreement shall be referred to and finally resolved by a single arbitrator (the “Arbitrator”) under the Arbitration Act of British Columbia. The decision of the Arbitrator on all issues or matters submitted to the Arbitrator for resolution shall be conclusive, final and binding on all of the parties hereto. The arbitrator shall be appointed by agreement between the parties, or in default of agreement, the arbitrator shall be appointed by a judge of the Supreme Court of British Columbia, upon the application of any party to this Agreement. The Arbitrator shall determine who shall bear the costs of arbitration pursuant to this section. The place of the arbitration shall be in Vancouver, British Columbia. Class Action Waiver. THE ARBITRATION WILL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING AND MAY NOT AWARD CLASS-WIDE RELIEF. Confidentiality. No part of the procedures will be open to the public or the media. All evidence discovered or submitted at the hearing is confidential and may not be disclosed, except by written agreement of the parties, pursuant to a court order, or unless required by law. Notwithstanding the foregoing, no party will be prevented from submitting to a court of law any information needed to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
Upon the termination of this Agreement for whatever reason, and by either party, the following provisions shall continue in force: section 6 (Proprietary Rights), section 7 (Indemnity), Section 8 (Limitation of Liability), and Section 9 (General).
If we need to contact you about these Terms, you: (1) agree to receive electronic messages from us; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other messages we send to you electronically satisfy all legal requirements as if they were in writing.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Moola without restriction.
No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Moola’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
The parties confirm that it is their wish that this Agreement, as well as any other documents relating to this Agreement, including notices, have been and shall be drawn up in the English language only. Les parties reconnaissent avoir convenue que la présente convention ainsi que tous documents, avis et procédures judiciaires qui pourront être exécutés, donnés ou intentées à la suite des présentes ou ayant un rapport, direct ou indirect, avec la présente convention soient rédigée en anglais.
If you have any questions, comments, complaints or suggestions, please contact Moola at email@example.com Our address is: Moola Inc.