Terms & conditions

Agreement

The Terms and Conditions stated therein (collectively, the "Agreement" or "T&C") constitute a legal agreement between you and SOCIALPASS LLC, a company incorporated under the laws of United States of America and having its registered office at Hawaii, 5404 Halapepe st, Honolulu, with EIN ID number: 86-2560488

, ("the Company", “SP”,SOCIALPASS LLC” "we", "our") stating the Terms and Conditions that govern your use of any services and properties such as websites or applications owned and operated by the Company called SocialPass ("the App" or “SocialPass”). In order to use the services and properties of the Company, you must agree to the Terms and Conditions that are set out below.

By using or receiving any services supplied to you by the App, and downloading, installing and/or using the App, by submitting your application for membership, accessing, you hereby expressly signify that you have read, understood this Terms and Conditions, and you agree to be legally bound by the Terms and Conditions set forth in this Agreement.

The Company reserves the right to update and/or modify the Terms and Conditions of this Agreement at any time, effective upon posting of this Agreement on the website, and/or application. Additionally, the Company reserves the right to refuse access to and use of the Platform under this Agreement.

The service is not for persons under the age of 18 or for any users previously suspended or removed from the service by SOCIALPASS LLC. if you are under 18 years of age, you must not use or access the service at any time or in any manner. The service is intended solely for persons that are in full legal capacity to conclude this Agreement, so if your legal capacity is reduced, limited or excluded please don't use the App.

By downloading and using this App you affirm that you are at least 18 years of age.

This is a binding contract between you and the Company, which is based on your personal characteristics (intuitu personae), where your physical appearance, style, experience in modeling/art/sport business, is an essential term of the Agreement.

Membership

To access and participate in the App, you will need to submit a membership application. The number of members that can be granted membership is limited and depends on the number of available venues, so the Company has right to in its sole discretion approve, refuse, suspend or terminate membership in the Application at any time.

After your membership has been approved, you will need to create a password-protected account (known as "SocialPass Account" thereafter). In order to register and create an account on the App, members must agree to the Terms and Conditions and provide any other information required by the Company for registration.

One person can have only one SocialPass account.

Your Account gives you access to the Services and functionality that we may establish and maintain from time to time and in our sole discretion

You are prohibited from allowing any third party to use your SocialPass account or gain access to the SocialPass Services through your Account. All services are validly for the one Account and it is not transferable to third parties.

Upon filing a request for membership, members will receive a questionnaire where we can ask you to provide us with your personal information and photos to make sure that only one person uses one account and that we can fully process your request.

In order to utilize the Service, you must either login through the SocialPass website or download the App and register an account with the Service (an "Account"). In both cases to create an Account, you must provide your name, email address, and/or social media account information and certain documentation that helps to verify your identity. Submitted data, material and profile will be reviewed by SOCIALPASS LLC according to our standards and requirements at our sole discretion: once your profile will be validated you will be able to access to the platform full features.

By connecting your Account with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service

You are responsible for maintaining the security of your Account, and are fully responsible for all activities that occur through the use of your credentials. You agree to notify SOCIALPASS LLC immediately at info@socialpassapp.com if you suspect or know of any unauthorized use of your log-in credentials or any other breach of security with respect to your Account. SOCIALPASS LLC will not be liable for any loss or damage arising from unauthorized use of your credentials prior to you notifying SOCIALPASS LLC of such unauthorized use or loss of your credentials. Separate log-in credentials may be required by the owners and/or operators of External Sites (as defined below) to access such External Sites.

In creating an Account, you agree to provide true, accurate, current, and complete information as requested in any registration forms required by SocialPass App, with particular attention to your fiscal code, tax registration or VAT number (if any). You also agree to update the information about yourself promptly, and as necessary, to keep it current and accurate. We reserve the right to disallow, cancel, remove, or reassign certain usernames and permalinks in appropriate circumstances, as determined by us in our sole discretion, and may, with or without prior notice, suspend or terminate your Account if activities occur on your Account which, in our sole discretion, would or might constitute a violation of this Agreement, or an infringement or violation of the rights of any third party, or of any applicable laws or regulations, including, but not limited to, trademark rights, copyrights, or the rights of privacy or publicity. If messages sent to an e-mail address provided by you are returned as undeliverable, then SOCIALPASS LLC reserves the right to terminate your Account immediately with or without notice to you and without any liability to you or any third party.

We reserve the right to also be able to read your messages with or without your permission or foreknowledge.

Service

We exclusively own and operate website, www.socialpassapp.com, as well as the mobile and touch versions and mobile application (collectively, "Site" or "app" ), and we are an online web and mobile application that connects members of the App who request for membership via the App (known as "members") and venues that provide their services. We allow the Members to be interconnected with others to show their specific experience regarding specific venue.

The App is a platform through which certain merchants (“SP Spots") offer the benefit to order at selected times certain complementary meals and/or beverages free of charge at cafes, restaurants, bars, pubs, clubs or similar hospitality objects ("Offers"). SP Spots are the sole offerors of the Offers and are solely responsible to you for the care, quality, and delivery of the goods and services provided.

Members are entitled to choose offers which will be available to them by making a reservation through the App service (the "Reservation").

Each venue is authorized to indicate its terms and conditions relating to this offer, which relate with no limits to the time of beginning and end of the offer, number of people, special benefits, dress code, rules of conduct, special skills etc… Making reservations Members confirm and agree that they meet all of the stated conditions contained the offer.

When making a Reservation is successfully executed, a Member will receive a generated QR code from the App. Member is obliged to show the QR code to an authorized person at the venue who will scan the QR code, after which the member will be offered the service specified in the reservation.

The Reservation can be canceled no later than 4 hours before the time of the beginning indicated in offer, without any negative consequences, except if the offer does not explicitly specify any other deadline for canceling the reservation.

In the event that member does not show up for a reservation, or if the QR code is not scanned in an adequate manner, it will be considered as no-show.

If one member does not show up for 3 Reservations, this member will automatically be suspended for 7 days.

The service is provided on an "as is" and "as available" basis. Your use of the Services is done so at your own risk.

If one of the SP Spots provides special benefits for certain categories of members, we have the right to disclose this information and to communicate, to all members or those applying for membership, without any liability as to the content of the offer offered by one of the venues. In that case, members acknowledge and agree that the Company is solely a neutral facilitator and is not directly involved, nor is a party to the transactions, agreements, contract or arrangements between member and venue.

The service may be unavailable at certain times to allow the Company to maintain and upgrade the website. Although the Company will always endeavor to inform members in advance of any service unavailability, this cannot be guaranteed. The Company reserves the right to alter or withdraw the service at any time and also reserve the right to refuse the service to any member without giving a reason.

No guarantees or endorsements for services provided by venues

We do not guarantee the quality of venues because they are not employees, contractors or agents of the Company, nor are SOCIALPASS LLC is an agent of the venue.

We make no guarantees regarding the quality of food and beverages, synthetic conditions, health safety and other conditions in the venue, skills and/or the outcome or quality of service performed or provided by the venue.

The Company does not endorse nor recommends the services of any particular venue. Any reference on the App or at the premises of a venue to the Company's verifications indicates only that the venue is a registered member of the App, and is not an endorsement, certification or guarantee by the Company.

Additionally, the Company reserves the right to remove without notice to members any venue from the site or App.

Members should exercise due diligence and caution when deciding to make Reservations in venues.

The Company does not perform and is not responsible for the performance of services in the venues. In terms of the provision of services by venues and all other related matters, members contract directly with venues, and their contractual rights are governed by the contractual terms between them and by applicable laws.

Ownership and Use of App

The App, any content on the App and the infrastructure used to provide the App are solely owned by the Company. By using the App and accepting the Agreement: (a) SP grants you a limited, personal, nontransferable, nonexclusive, revocable license to use the App subject to this Agreement; and (b) you agree not to reproduce, distribute, create derivative works from, publicly display, publicly perform, license, sell or re-sell any content, software, products or services obtained from or through the App/Site. We may change, suspend or end any service or use of the APP at any time in our sole discretion. We may also in our sole discretion impose or change prices for any services or uses of this App To the extent allowed under law, these changes may be effective upon notice provided to you. The App is not a storage service, nor does the Company offer such services. You agree that we have no obligation to store, maintain or provide you a copy of any content or information that you or others provide, except to the extent required by applicable law.

We retain the right, in our sole discretion, to deny service or use of the App or an account to anyone at any time and for any reason whatsoever. The access to the App may be limited due to regular maintenance, interruptions or other circumstances out of our control.

You agree, undertake and warrant to the Company that: (i) you have reached the age of majority in the jurisdiction of your residence; (ii) you have capacity to enter into legally binding transactions: (iii) You will not attempt to use the App with crawlers, robots, data mining or extraction tools or any other functionality; (iv) you are the sole user of services of this App or Offers; (v) all information you submit to the App is accurate, true, current and complete; (vi) you will update and correct information you have submitted to the App and ensure that it is accurate at all times (out-of-date information will invalidate your account); (vii) you will accept the Offers or participate in other available programs through the App by creating an account on the App; (viii) you will at all times keep yourself informed about and comply with the Agreement.


Your obligations

As a member of the App, you agree to comply with the Agreement and all applicable laws and regulations. You acknowledge and agree that the App is for your personal use only. You undertake not to misuse or attempt to misuse or circumvent the App, or are using or attempting to use the App for any unlawful, immoral, inappropriate or non-personal purposes, including but not limited to activities such as hacking, scraping content, infiltrating, fraud, advertising, jamming or spamming.

You may create and hold one account on the Site and the App for your personal use. You are responsible for updating and correcting information you have submitted to create or maintain your account. The Company shall have no responsibility for any incident arising out of, or related to, your account settings. You are solely responsible for maintaining the security of your account and maintaining settings that reflect your preferences. We will assume that anyone using the App/Site or transacting through your account is you. You agree that you are solely responsible for any activity that occurs under your account.

Your account is non-transferrable. You cannot sell, combine, or otherwise share it with any other person. Any violation of this Agreement, including, without limitation, failure to maintain updated and correct information about your account will cause your account to fall out of good standing and we may cancel your account in our sole discretion.

You may not use the App to recreate or compete with the Company, or to solicit or harass other members, or for any other purpose not contemplated herein. You are prohibited from advertising or soliciting services not within the ambit of any of the services offered by the App at the material time when the advertisement or solicitation was publicized.

All personal information about other members are confidential, and you may not collect, harvest or publish. You acknowledge that a violation of the foregoing could result in significant damages, and you agree that you are liable to the Company for any such damages, and will indemnify the Company in the event of any third party claims against the Company based on or arising from your violation of the foregoing.

Additionally, the Company reserves the right, in its sole discretion, to immediately terminate/suspend your access to App without notice and to initiate without notice appropriate legal actions or proceedings to seek appropriate remedies and/or damages, including but not limited to lost revenue, repairs, legal fees, costs and expenses, and to seek injunctions or other equitable remedies, for your misuse or suspected misuse of the App.

All members of or interaction via the App/Site and must comply with these Agreement. The following activities are prohibited on the App/Site and constitute violations of this Agreement:

Acting illegally or maliciously against the Company, partner venues, our business interests, reputation or services.

Submitting any content to the Site or the mobile application that: (i) breaches applicable laws; (ii) contains viruses or malware or offers unauthorized downloads of any copyrighted, confidential or private information; (iii) contains chain letters of any kind; (iv) impersonates others (including the Company or any of its employees, officers or agents); (v) is subject to any proprietary right without the express permission of the owner of such proprietary right; or (vi) is intentionally inaccurate, commits fraud or com information in connection with your Account or to create multiple SP accounts;

Attempting to do or actually doing any of the following: (i) interfering with service to any user in any manner, including by means of submitting a virus to the Site or attempting to overload, "flood," "spam," "mail bomb" or "crash" the Site; (ii) scanning or testing the security or configuration of the Site or breaching security or authentication measures; (iii) accessing data not intended for you, such as logging into a server or an account which you are not authorized to access; (iv) scanning or monitoring the Site for data gathering purposes in an effort to track sales, usage, aggregate offering information, pricing information or similar data; or

Using any of the following: (i) frames, framing techniques or framing technology to enclose any content included on the Site without our express written permission; (ii) the Site or any of its resources to solicit SP Spots, consumers, or other third-parties to become users or partners of other online or offline services; (iii) the Site or any of its contents to advertise or solicit, for any commercial, political or religious purpose or to compete, directly or indirectly, with SP; (iv) any site content, in any meta tags or any other "hidden text" techniques or technologies without our express written permission;

Engaging in any of the following: : (i) interfering with service to any user in any manner, including by means of submitting a virus to the Site or attempting to overload, "flood," "spam," "mail bomb" or "crash" the Site; (ii) scanning or testing the security or configuration of the Site or breaching security or authentication measures; (iii) accessing data not intended for you, such as logging into a server or an account which you are not authorized to access; (iv) scanning or monitoring the Site for data gathering purposes in an effort to track sales, usage, aggregate offering information, pricing information or similar data; or

Tampering or interfering with the proper functioning of any part, page or area of the Site or any functions or services provided by SP or SP Spots;

Reselling your membership or allowing others to use or benefit from your membership or from your access to the Site or any Offers you have accepted;

Taking any action that places excessive demand on our services or Offer or imposes, or may impose, an unreasonable or disproportionately large load on our servers or other portion of our infrastructure (as determined in our sole discretion);

Accessing, monitoring or copying any content from the Site using any "robot," "spider," "scraper" or other automated means or any manual process for any purpose without our express written permission;

Violating the restrictions in any robot exclusion headers on the Site or circumventing other measures employed to prevent or limit access to the Site;

Exceeding or attempting to exceed quantity limits when accepting Offers;

Aggregating any current or previous Offers or content or other information from the Site (whether using links or other technical means or physical records associated with purchases made through the Site) with material from other sites or on a secondary site without our express written permission; or

Hyperlinking to the Site from any other website or deep-linking to any portion of the Site.

You are obliged to act in accordance with the laws and regulations applicable in the country in which the SP Spot site is located, as you acknowledge and accept that, independently of the offer of cocoa published in an ad via the App, it can be modified and customized in SP Spot itself if by such a tender violated any laws. This primarily relates to the right to consume alcohol, tobacco or other offers, which are, in certain countries, subject to a restrictive regime.

PRIVACY POLICY

This Privacy Policy explains how SP may collect, use, and disclose information we obtain through the Service. All other terms not defined herein will have the meanings set forth in the Agreement.

"Personal Information" means information that alone or when in combination with other information may be used to readily identify, contact, or locate you, such as: name, address, email address, or phone number, your physical appearance, your photos, facial photos, body, photos of facial fragments or body parts, like any other information that you, from time to time and at any time, make publicly available through any social network or platform, We do not consider Personal Information to include information that has been anonymized so that it does not allow a third-party to easily identify a specific individual.

We collect information, including Personal Information, when you register to use the App, log in with social networking credentials, use the App and communicate with us.

When you use or visit SP you provide us with two types of information: personal information you knowingly choose to disclose that is collected by us and Site use information collected by us as you interact with our Site. When you register with SocialPass, you provide us with relevant information, such as contact person, email address, telephone number, address and any other information that you provide to us.

When you visit the App, we and our third-party service providers receive and record information on our server logs from your browser, including your IP address, and from cookies and similar technology. Cookies are small text files placed in visitors' computer browsers to store their preferences. Most browsers allow you to block and delete cookies. However, if you do that, the Service may not work properly.

We use session ID cookies to confirm that users are logged in. These cookies terminate once the user closes the browser. By default, we use a persistent cookie that stores your login ID (but not your password) to make it easier for you to login when you come back to SocialPass. You can remove or block this cookie using the settings in your browser if you want to disable this convenience feature. When you use SocialPass, you may set up your personal profile, send messages, perform searches and queries, form groups, set up events, add applications, and transmit information through various channels. We collect this information so that we can provide you the service and offer personalized features. When you update information, we usually keep a backup copy of the prior version for a reasonable period of time to enable reversion to the prior version of that information. You post Personal Information on the App at your own risk. Although we allow you to set options that limit access to your pages, please be aware that no security measures are perfect or impenetrable. We cannot control the actions of other members with whom you share your Personal Information. Therefore, we cannot and do not guarantee that Personal Information you post on the App will not be viewed by unauthorized persons. We are not responsible for circumvention of any privacy settings or security measures contained on the App/Site. You understand and acknowledge that, even after removal, copies of Personal Information may remain viewable in cached and archived pages or if other members have copied or stored your Personal Information. Any improper collection or misuse of information provided on SocialPass is a violation of our T&C and should be reported to info@socialpassapp.com . SocialPass App may also collect information about you from other sources, such as newspapers, blogs, instant messaging services, and other users of the SocialPass service through the operation of the service (e.g., photo tags) in order to provide you with more useful information and a more personalized experience. By using SocialPass, you are consenting to have your personal data transferred to and processed in USA.

You agree to share information about your relationship with certain SP Spots with all and any SP members, which specifically implies your impressions of a particular SP Spot, information about which SP Spot you are visiting and the location where the SP spot is located.

Personal information collection. If you register to use the Service, you must provide us with certain Personal Information, such as your name, photos, information about work engagement and work experience and email address. You also must provide us with a scanned copy of your driver's license, passport or other similar documentation to help us verify your identity. You may also provide other optional information.

Social Sign-On. We collect Personal Information from a social media website when you use your social media accounts to log into the Service. For example, when you log in with your Facebook, Instagram, or other social media accounts, we may collect the Personal Information you have made publicly available on Facebook, Instagram and/or other social media platforms which you are a registered member of, such as your name, profile picture. Only in case you specifically authorized the upload, we will also collect data and pictures and other multimedia contents you made available to us which may not be (fully or partly) publicly available in Social Network, such us private galleries and albums.

Using the service. We collect information you post through the Service. For example, when you interact with us by sending a mail, the Service will collect the information you provide in such communication, including any Personal Information.

Making payments. When you make payments through the Service, you may need to provide Personal Information to our third-party service providers, such as your credit card number.

Payment will be according to the trading terms that have been agreed in advance with your local branch manager. Payment may be made by debit or credit card.

Customer support. We may collect Personal Information through your communications with our customer-support team.

Location information. We may obtain information about your physical location when you use the Service, the exact location and address of the SP Spot in which you are located and all the information about it such as by use of GPS and other location features in the device(s) through which you access the Service, or by inference from other information we collect (for example, your IP address indicates the general geographic region from which you are connecting to the Internet).

Cookies, automatic data collection, and related technologies. The Service collects and stores information that is generated automatically as you use it, including your preferences and anonymous usage statistics.

By using the Service, you are authorizing us to gather, parse, and retain data related to the provision of the Service.

We use information, including Personal Information, to:

  • facilitate and improve our services;

  • and communicate with you and other SP members.

We may use aggregate information for any purpose, including for marketing purposes.

Internal and service-related usage. We use information, including Personal Information, for internal and service-related purposes only and may provide it to third parties to allow us to facilitate the Service. We may use and retain any data we collect to provide and improve the Service.

Communications. We may send emails to the email address you provide to us to verify your account and for informational and operational purposes, such as account management, customer service, or system maintenance.

Identification. We will use any documentation that you provide to us to verify your identity for that sole purpose.

Marketing. We may use information, including Personal Information, to facilitate transmittal of information that may be useful, relevant, valuable or otherwise of interest to you, to promote your image or to enhance our cooperation and the visibility of the App.

Aggregate data. We may anonymize and aggregate data collected through the Service and use it for any purpose.

We may share your information:

  • with our third-party service providers;

  • with other SP members

  • to comply with legal obligations;

  • to protect and defend our rights and property and with your permission.

We do not rent, sell, or share Personal Information about you with other people or nonaffiliated companies for their direct marketing purposes, unless we have your permission.

We Use Vendors and Service Providers. We may share any information we receive with vendors and service providers retained in connection with the provision of the Service. For example, when you make payments through the Service, we will share your credit card number with our third-party payment processor.

Displaying to other members. The content you post to the App may be displayed on the App. Other member of SP will be able to see some information about you, such as your name, photos, your relationship with SP Spot, and other relevant information.

We are not responsible for privacy practices of the other members who will view and use the posted information. Accordingly, we recommend that you carefully consider what you post to the Service before doing so to guard your anonymity and sensitive information.

Social networking and other websites. The Service may allow you to share information, including Personal Information, with social networking platforms such as Facebook, Instagram and etc. We do not share your Personal Information with them unless you direct the Service to share it. Their use of the information will be governed by their privacy policies, and you may be able to modify your privacy settings on their websites.

Marketing. We do not rent, sell, or share Personal Information about you with other people or nonaffiliated companies for their direct marketing purposes, unless we have your permission. We may allow access to other data collected by the Service to facilitate transmittal of information that may be useful, relevant, valuable or otherwise of interest to you.

As required by law and similar disclosures. We may access, preserve, and disclose your Personal Information, other account information, and content if we believe doing so is required or appropriate to: comply with law enforcement requests and legal process, such as a court order or subpoena; respond to your requests; or protect yours', ours' or others' rights, property, or safety.

Merger, sale, or other asset transfers. If we are involved in a merger, acquisition, financing due diligence, reorganization, bankruptcy, receivership, sale of company assets, or transition of service to another provider, then your information may be sold or transferred as part of such a transaction as permitted by law and/or contract. The use of your Personal Information following any of the foregoing events should be governed by the provisions of this Privacy Policy in effect at the time such Personal Information was collected.

We may also disclose your Personal Information with your permission.

Security of your information

We do not accept liability for unintentional disclosure. Your account information is located on a secured server behind a firewall. When you enter sensitive information (such as credit card number or your password), we encrypt that information using secure socket layer technology. It is however each member's responsibility; to protect against unauthorized access to your details; to ensure against use by anyone else of the SocialPass service through the machine that member uses while they are logged on to the SocialPass service; to log off or exit from the SocialPass service when not using it; and to keep her/his password secret. Because email and instant messaging are not recognized as secure communications, we request that you not send private information to us by email or instant messaging services. If you have any questions about the security of SocialPass App form, please contact us at: info@socialpassapp.com.

By using the App or providing Personal Information to us, you agree that we may communicate with you electronically regarding security, privacy, and administrative issues relating to your use of the Service. If we learn of a security system's breach, we may attempt to notify you electronically by posting a notice on the App or sending an e-mail to you. You may have a legal right to receive this notice in writing. To receive free written notice of a security breach (or to withdraw your consent from receiving electronic notice), please notify us at: info@socialpassapp.com

We do not knowingly collect information from persons under 18 and we do not want it. We will take steps to delete it if we learn we have collected it.

We do not knowingly collect, maintain, or use Personal Information from persons under 18 years of age, and no part of the App is directed to persons under the age of 18. If you are under 18, please do not attempt to register in SocialPass or send any information about yourself to us, including your name, address, telephone number, or email address. No one under age 18 may provide any personal information to or on SocialPass. If you learn that your child has provided us with Personal Information without your consent, you may alert us at info@socialpassapp.com. If we learn that we have collected any Personal Information from persons under 18, we will promptly take steps to delete such information and terminate the minor's account.

International Users

By choosing to visit the App/Site or otherwise provide information to us, you agree that any dispute over privacy or the terms contained in this Privacy Policy will be governed by the law of England and the adjudication of any disputes arising in connection with SocialPass or our Service will be in accordance with the TCs.

If you are visiting from the European Union or other regions with laws governing data collection and use, please note that you are agreeing to the transfer of your information to the United States and processing globally. By providing your information, you consent to any transfer and processing in accordance with this Privacy Policy.

Changing, removing and updating your information or pose a question or suggestion

Access and control over most personal information on SocialPass is readily available through the profile editing tools. If you want to delete your account please send your e-mail to info@socialpassapp.com and we will do it for you immediately upon receiving of your mail. Removed information will be totally deleted, but may persist in backup copies for a reasonable period of time but will not be generally available to other members. If you would like to update or correct any information that you have provided to us through your use of the Service or otherwise, or if you have suggestions for improving this Privacy Policy, please send an e-mail to info@socialpassapp.com

Changes to our Privacy Policy and practices

We may revise this Privacy Policy, so review it periodically.

Posting of Revised Privacy Policy. We will post any adjustments to the Privacy Policy on this web page and app, and the revised version will be effective when it is posted. If you are concerned about how your information is used, bookmark this page and read this Privacy Policy periodically.

New Uses of Personal Information. From time to time, we may desire to use Personal Information for uses not previously disclosed in our Privacy Policy. If our practices change regarding previously collected Personal Information in a way that would be materially less restrictive than stated in the version of this Privacy Policy in effect at the time we collected the information, we will make reasonable efforts to provide notice and obtain consent to any such uses as may be required by law.

COPYRIGHT AND TRADEMARKS

The Site and mobile application contain copyrighted material, trademarks, and other proprietary information, including text, software, photos, video, graphics, music and sound, and the entire contents of the Site are protected by copyright, trademark, and other intellectual property laws of the United States (collectively "IP"). SP owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. You may not modify, distribute, publish, transmit, publicly display, publicly perform, participate in the transfer or sale, create derivative works or in any way exploit any of the content or IP, in whole or in part. Except as otherwise expressly stated under copyright law, no downloading, copying, redistribution, retransmission, publication or commercial exploitation of the content without the express permission of The Company or the copyright owner is permitted. If downloading, copying, redistribution, retransmission or publication of copyrighted material is permitted, you will make independent attribution and/or make no changes in or deletion of any author attribution, trademark legend or copyright notice. You acknowledge that you do not acquire any IP by downloading copyrighted material. Any violation of these restrictions may result in a copyright, trademark or other intellectual property right infringement that may subject you to civil and/or criminal penalties.

The Company owns trademarks, registered and unregistered, in many countries and "SocialPass, “SP” trademarks, logos and variations thereof found on the Site are trademarks owned by SP or its related entities and all use of these marks inures to the benefit of SP. You may not use SP’s name, logos, trademarks or brands, or trademarks or brands of others on the Site without SP’s express permission.

Other marks on the site not owned by the Company may be under license from the trademark owner thereof, in which case such license is for the exclusive benefit and use of the Company unless otherwise stated, or may be the property of their respective owners.

Your License to SP

In order to open your SP account you will need to provide personal information including your text, illustrations, photos, videos, audios, sound recording or you may have an opportunity to provide or post via the Site reviews, opinions, advice, ratings, discussions, comments, messages, survey responses and other communications, as well as files, images, photographs, video, sound recordings, musical works, and any other content or material.

If the Offer requests that you take photos or/and to make a check-in, if you want to use an Offer you will be obliged to upload your photo/cheek-in on your social network and to tag, (i) SocialPass social network (instagram account or facebook page) (ii) SP Spot, and to express your positive impressions about the SP Spot and SP in the photo.. Such a photo must exist on your social networks for at least 24 hours from the publishing with maximum visibility. In case that you delete a photo, or otherwise reduce visibility, before 24 hours from the publishing, it will be considered as "no-show". You will not express negative impressions, comments or other references in a negative context via social networks, verbally, in writing, or through any other medium.

You own the photos, images, videos and other content ("Content") and information that you submit or post to your social networks, but if SP is tagged on it you are granting to SP without compensation the following non-exclusive license without any limitation in time: a worldwide, perpetual, transferable and sub licensable right to use, copy, modify, distribute, publish, and process, adapt, change in appropriate post-production, arrange and otherwise modify this Content.

If we are tagged on Content, this means that you transfer to us all copyright regarding this Content that includes our right to commercial use of the Content.

If the Content contains other persons - third parties, and you tag us, it will be considered that you have obtained the consent of those persons to use that Content as described in the preceding paragraph.

In case that a third person referred to in the previous paragraph (in order to protect its rights) files against the Company and / or authorized person of the Company, appropriate claims for temporary measures or for the prohibition of (re)posting of Content, you will be obliged to provide the Company with the necessary legal assistance in the said proceedings, including, but not limited to, your participation in these proceedings as the interveners. In the case that claims for reimbursement of damages to the competent court side of the Company and if the procedure and / or procedures, despite the participation of you on the side of the Company, completed and / or resolved in favor of the person who initiated the case against the Company, you will be obliged to compensate the person who initiated the process, and you will be obliged to fully compensate the damage to the Company.

We can include your Content in advertisements for the Services of others (including sponsored content) without your separate consent. However, we have also the right, without compensation to you or others, to serve ads near your content and information.

We may edit and make formatting changes to your content (such as translating it, modifying the size, layout or file type or removing metadata).

Because you own your content and information and we only have non-exclusive rights to it, you may choose to make it available to others;

You waive any "moral rights" or other rights with respect to attribution of authorship or integrity of materials regarding the content you have provided to the Company or via the Site or App that you may have under any applicable law under any legal theory.

You agree that we may access, store and use any information that you provide in accordance with the terms of the Privacy Policy and your privacy settings.

By submitting suggestions or other feedback regarding our services to the Company, you agree that the Company can use and share (but does not have to) such feedback for any purpose whatsoever without compensation to you.

You undertake to only provide content or information if that does not violate the law nor anyone's rights (e.g., without violating any intellectual property rights or breaching a contract). You also undertake to ensure that your profile information will be truthful. You acknowledge and agree that SP may be required by law to remove certain information or content in certain countries.

You will be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights or any other harm resulting from submission of your content through this site. The Company assumes no liability for any content or other information you have provided.

The Company shall have the sole and absolute right, but not the obligation, to review, edit, post, refuse to post, remove, monitor any content you provide or disclose such content (subject to Privacy Policy) and the circumstances surrounding its transmission to any third-party, at any time, for any reason, including, without limitation, to determine compliance with these T&C as well as to satisfy any applicable law or requirement of any authority. Without limiting the foregoing, The Company shall have the right to remove any content you provided from the Site in its sole discretion.

NO WARRANTIES AND OTHER ACKNOWLEDGEMENTS

From the moment you make reservation on the App or Site, we act solely as an intermediary between you and the SP Spot, transmitting the relevant details of the reservation to you, and you initiate a direct legal relation with the SP Spot, taking all legal consequences and risks from such a relation.

You agreed and acknowledge that the Company, its affiliates or any of their respective employees, agents, merchants, third-party content providers or licensors or any of their officers, directors, employees or agents (“SP Parties") do not make any representations or warranties (expressed or implied, statutory or otherwise) in connection with the use of this Site and, in particular regarding, (i) the use of this site will be uninterrupted, secure, virus-free or error free; or (ii) consequences or results from the use of this Site; (iii) the accuracy, completeness or reliability of the content on the Site, including, without limitation, offers, products or other available programs; (iv) the operation of the Site or dealings via the Site or (v) other content provided at or via the Site. The site and all content, user content and other information contained on the Site, offers, products and other available programs accessible through the Site, are made accessible or available on an "as is" and "as available" basis, therefore, you agree to access and use this Site at your sole risk.

You acknowledge and agree that you are not an employee, representatives, officer, partner or agent of SP and that you are not authorized to represent SP in any capacity whatsoever. You further acknowledge that SP is not and does not act as the talent, employment or another agent or representative of yours and is not authorized to act and does not act on behalf of any of the SP Hosts.

LIMITATION OF LIABILITY

The Company SHALL NOT BE LIABLE FOR ANY direct or INDIRECT, INCIDENTAL, CONSEQUENTIAL losses or damages, LOST PROFIT, BUSINESS or goodwill or any other damages or losses any User or any other person may incur or sustain in connection with: (i) us of the Site, its content, any personal or other information contained or processed by the Site; (ii) disruption in the use of the Site; (iii) modifications of the Site content; (iv) Offers or any other products or services available through the Site or purchased from SP Spots or anyone else; (v) THESE T&C; OR (vi) ANY IMPROPER USE OF INFORMATION YOU PROVIDE TO THE SITE, INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INFORMATION.

No Party shall be liable for any action, conduct or liability whatsoever of any member, including (without limitations) for failure of a member , to check-in with the SP Spot after making a booking (no-show), conduct at the venue of the SP Spot, any abuse in connection with the Site, any damages a member may cause to any other persons, any damages or harm that the member may suffer (in connection with the App/Site, at the venue of the SP Spot or otherwise).

You are solely responsible for your interactions with SP Spots and other users of the App/Site. You hereby unconditionally and irrevocably waive any claims you may have against the Company in connection with any product or service of SP Spots, regardless of whether such product or service is an Offer available through the App/Site, any action or inaction by a SP Spot, including, without limitation, but not limited to any harm caused to you by a SP Spots, a SP Spot's failure to comply with applicable law and/or failure to honor its Offer you have accepted or any other product or service purchased or obtained by you from the SP Spot.

Any cause of action under or in connection with these T&C or the Site shall be time barred within six months.

Indemnification

You agree to indemnify, defend and hold harmless SP and any SP Party from and against all losses, damages, claims or expenses, including, without limitation, attorneys' fees, arising out of or in connection with: (a) any you accepted Offer via the Site; (b) any other offer, product or service you accept or buy from or at SP Spot; (b) any Member Content submitted or posted by you at the Site; *(c) any breach by you of these T&C; or (d) your breach of any applicable laws.

Force Majeure

The Company shall not be liable for failure to operate the Site or comply with these T&C due to event or series of events caused by or resulting from: (a) weather conditions or other elements of nature or acts of God; (b) acts of war, acts of terrorism, insurrection, riots, civil disorders or rebellion; (c) quarantines or embargoes; (d) labor strikes; (e) error or disruption to major computer hardware or networks or software failures; or (g) other causes beyond the reasonable control of The Company.

Assignment

You may not assign any of your rights in connection with the membership of SocialPass or use of this Site or otherwise under these T&C, or any rights, benefits or obligations hereunder, by operation of law or otherwise. Any assignment to the contrary shall be null and void. The Company may assign these any rights towards you T&C, in whole or in part, to any third-party in its sole discretion by modifications of this T&C.

Entire Agreement

The T&C, including, without limitation, the incorporated Privacy Policy and other terms incorporated by reference, constitute the entire agreement and understanding between you and The Company with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

Governing law


The construction, validity and performance of these T&C and all non-contractual obligations arising from or connected with these T&C shall be governed by the laws of United States of America.

Jurisdiction

By using the SP Site and App and becoming a SocialPass member you irrevocably and unconditionally agree that all disputes arising under or in connection with these T&C shall be referred to the competent court in Hawaii, USA.

You further agree, as a sole exception to the preceding paragraph, that The Company shall have the sole and exclusive right to submit any claims against you under or in connection with these T&C to court of jurisdiction of your residence.

If members have a dispute with venues, the former should address such disputes with the venues directly. Members hereby agree to release the Company (and our officers, directors, affiliates, employees and agents) from any damages or claims (including consequential and incidental damages) of every kind or nature, suspected and unsuspected, known and unknown, and disclosed or undisclosed, arising out of or in any way connected with such dispute.

No Waivers

No delay or omission by The Company in exercising any right, power or remedy provided by law or under these T&C or any other documents referred to in it shall affect that right, power or remedy or operate as a waiver of it. The single or partial exercise of any right, power or remedy provided by law or under these T&C shall not preclude any other or further exercise of it or the exercise of any other right, power or remedy.

Notices

You agree that we may provide notices to you in the following ways: (1) by posting a notice the Site or App or (2) by an email sent to an address you provided, You undertake to keep your contact information up to date.

When you use the Site or send emails to The Company, you are communicating with us electronically and consent to receive electronic communications related to your use of the Site. We will communicate with you by email or by posting notices on the Site or App. You agree that all agreements, notices, disclosures and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing. Notices from us will be considered delivered to you and effective when sent to the email address you provide on the Site or from which you otherwise email us.

Mobile services.

The App is accessible via a mobile phone, tablet or other wireless device (collectively, "Mobile Services"). Your mobile carrier's normal messaging, data, and other rates and fees will apply to your use of the Mobile Services. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your mobile carrier, and not all Mobile Services may work with all carriers or devices. Therefore, you are solely responsible for checking with your mobile carrier to determine if the Mobile Services are available for your mobile device(s), what restrictions, if any, may be applicable to your use of the Mobile Services, and how much they will cost you. Nevertheless, all use of the App and the related Mobile Services must be strictly in accordance with this Agreement.

Feedbacks

While our own staff is continually working to develop and evaluate our own product ideas and features, we pride ourselves on paying close attention to the interests, feedback, comments, and suggestions we receive from the user community. If you choose to contribute by sending The Company or our employees any ideas for products, services, features, modifications, enhancements, content, refinements, technologies, content offerings (such as audio, visual, games, or other types of content), promotions, strategies, or product/feature names, or any related documentation, artwork, computer code, diagrams, or other materials (collectively "Feedback"), then regardless of what your accompanying communication may say, the following terms will apply, so that future misunderstandings can be avoided.

Accordingly, by sending Feedback to The Company you agree that:

The Company has no obligation to review, consider, or implement your Feedback, or to return to you all or part of any Feedback for any reason

Feedback is provided on a non-confidential basis, and The Company is not under any obligation to keep any Feedback you send confidential or to refrain from using or disclosing it in any way;

You irrevocably grant The Company perpetual and unlimited permission to reproduce, distribute, create derivative works of, modify, publicly perform (including on a through-to-the-audience basis), communicate to the public, make available, publicly display, and otherwise use and exploit the Feedback and derivatives thereof for any purpose and without restriction, free of charge and without attribution of any kind, including by making, using, selling, offering for sale, importing, and promoting commercial products and services that incorporate or embody Feedback, whether in whole or in part, and whether as provided or as modified.

Modification

We reserve and gave the right at all times to discontinue or modify any part of these T&C in our sole discretion. If we make changes that affect your use of the Site or our services we will post notice of the change on the T&C page or notify you otherwise. Any changes to these T&C (including to the Privacy Policy) will be effective upon our posting of the notice. If you do not agree to the changes, you may close your account and you should not use the Site or any services offered through the Site after the effective date of the changes.

Termination of the Agreement

We reserve the right to terminate the Agreement at any time without prior notice.

Miscellaneous

By using the Service, you give your consent to receive certain electronic communications from us as further described in the Privacy Policy. Please read the Privacy Policy to learn more about your choices regarding our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

This Agreement, its annexes and the policies herein contained are governed by the internal substantive laws of the United States of America without respect to its conflict of law provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and courts sitting in Hawaii, USA. You agree that no joint venture, partnership, employment, or agency relationship exists between you and The Company as a result of this Agreement or use of the Service. You further acknowledge that by submitting personal Information, no confidential, fiduciary, contractually implied or other relationship is created between you and The Company other than pursuant to this Agreement. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of this Agreement, which will remain in full force and effect. Failure of The Company to act on or enforce any provision of this Agreement will not be construed as a waiver of that provision or any other provision in this Agreement. No waiver will be effective against The Company unless made in writing, and no such waiver will be construed as a waiver in any other or subsequent instance. Except as expressly agreed by The Company and you, this Agreement constitutes the entire agreement between you and The Company with respect to the subject matter hereof, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter herein. The section headings are provided merely for convenience and will not be given any legal import. This Agreement will inure to the benefit of our successors and assigns. You may not assign this Agreement or any of the rights or licenses granted hereunder, directly or indirectly, including by sale, merger, change of control, operation of law or otherwise, without The Company prior express written consent. This means that in the event you dispose of any device on which you have installed the App, such as by sale or gift, you are responsible for deleting the App from your mobile device prior to such disposition. The Company may assign this Agreement, including all its rights hereunder, without restriction.