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Member System Terms of Services

Updated on and effective as of December 22, 2022


Member System is an application that enables you to engage and reward members through the various marketing and referral activities (“Services”) offered by the Member System team (“we” or “us”). Should you have any questions or concerns about the Terms and Services, please contact us at LoyaltyProgram@shopline.com.

1. Before using the Services, you must go through and accept the terms set forth here (which may be revised and amended from time to time, and are hereinafter referred to as the “Terms”). When reviewing the Terms, you should also check all linked information and related agreements introduced into the Terms. By accepting the Terms, you hereby agree to and accept the Member System Privacy Policy that is incorporated herein by reference and is applicable whenever you use the Services. The Terms may be updated and/or amended from time to time. By using or continuing to use Services, you accept the Terms.

2. To use the Member System, you must provide us with one or more payment methods that are currently valid and acceptable (which may be updated from time to time), in order to cover all incurred fees and recurring fees (as defined below). We will charge you via any of the valid payment methods authorized by you (“authorized payment method”), and we will charge applicable fees via the authorized payment method designated by you unless Services are terminated and all outstanding amounts have been paid in full. You may need to deposit a minimum amount (such as USD 1) in order to authorize us to charge you via the authorized payment method. This amount will be refunded (usually in seven (7) days).

3. You are solely responsible for your activities and conducts in the Member System, as well as for all messages, texts, data, information, graphics, images, photos, personal data, audio, video, projects, links and any other content (collectively, the “Content”) that you transmit and publish via Member System. We reserve the right (but are not obliged) to monitor your activities and content in the Member System and/or those in connection with the Services. We disclose any Content when required to do so by law, government or regulatory authorities or in the good faith belief that the action is necessary to (i) comply with legal or regulatory obligations; (ii) protect and defend our rights or property; (iii) act in emergency circumstances to safeguard the personal safety of Member System or Services users or the public; or (iv) be exempted from legal liabilities. You further agree that we may remove or disable any Content at any time for any reason (including but not limited to, upon receipt of claims or allegations from third parties or authorities related to such Content).

4. When using the Services, you represent and warrant to us that you will not:

a. Transmit unsolicited, illegal or prohibited correspondence, such as spams;

b. Use purchased, rented or third party lists of email addresses;

c. Include in the Content any information that is false, inaccurate, misleading, defamatory, abusive, harassing, threatening, malicious, discriminatory, and libelous about any other person or other’s privacy; constitute a part of a fraud; infringe any third-party’s rights, including copyrights, patents, trademarks, trade secrets or other proprietary or intellectual property rights; or is otherwise reasonably considered inappropriate;

d. Impersonate or imitate any individual, or falsely state or otherwise misrepresent your affiliation with any individual;

e. Include or transmit any code of a destructive nature that may damage, harmfully interfere with, surreptitiously intercept or expropriate any system, data or personal information, or impair the integrity or performance of the Services;

f. Harvest or otherwise collect any data or information (which may be personal or otherwise) about users without their consent.

5. You shall not access the Services for the following purposes: promoting or facilitating the development of products or services that may compete with the Services; soliciting business for commercial activities that compete with us; using Member System for any illegal purpose or in any manner that may damage, disable, overload, or impair the Services; or using Member System in a way that interferes with any other party’s use of the Services.

6. You represent and warrant to us that you will:

a. Clearly post, maintain, and abide by a publicly accessible privacy statement on digital assets for collecting underlying data. Such a statement shall (a) meet the requirements of applicable data protection laws; (b) describe your use of the Services; and (c) notify end users to enroll Member System as a processor and include a link to the Member System privacy policy;

b. Send Content only to end users who have provided valid consent to the Services;

c. Make sure that you, as the sender when using the Services, are clearly identifiable in the Content, for example by including the following details: your name and address, your contact information and your business identification number (if any);

d. Obtain and maintain all necessary permissions and valid consents from owners of personal data (“data subjects”), in order to lawfully transfer the data to Member System and enable such personal data to be lawfully collected, processed and shared for the provision of the Services or as otherwise directed by you;

e. Obtain valid consent for such activities pursuant to applicable laws of the jurisdiction in which the minor resides in the event that you collect any personal data related to a minor and store such data in your account;

f. Comply with any applicable law, statute, ordinance or regulation (including laws governing national security, counter-terrorism, anti-money laundering, export control, anti-discrimination, or false advertising);

g. Ensure that the sender and the commercial nature of the Content are not obfuscated or hidden in the header and subject line of any Content. Obfuscation or concealment occurs when the header and subject line are intentionally designed in such a way that the end user, before viewing the content of the communication, does not receive misleading information or information with respect to the actual identity of the sender or the commercial nature of the message.

7. You acknowledge and confirm that:

a. Member System is only a channel for information transmission, which does not initiate or direct the transmission of any information, nor select or modify any information contained in the transmission;

b. With respect to the processing of end user personal data that you provide to us through the Services, you are the controller and we are the processor;

c. We do not guarantee that your access to the Services via Member System will be continuous, error-free or secure, nor do we guarantee that any information transmitted via Member System is properly sent or received by end user (regardless of it being on time or not);

d. You have confirmed whether your use of the Services complies with applicable laws and regulations in the jurisdictions in which you and end users are located, including direct marketing and advertising laws, consumer protection and telecommunications laws. You shall cease to use the Services in the event they do not comply with applicable laws and regulations.

8. We may offer subscription plans from time to time. The subscription/membership fees applicable to you and other applicable fees and charges (collectively, the “fees”) associated with your use of any other products or services we offer in the Member System may change from time to time. Where applicable, we will send fee notices or invoices by posting them to your admin panel or sending them to your email address or by any other means authorized by you. By using the Services, you agree to pay the applicable fees before the deadline specified in relevant invoices. To the extent permitted by applicable laws, all payments are non-refundable, and we do not offer refunds or credit for any portion of a subscription period other than the billing period in any circumstances (including early termination of the Services).

9. We reserve the right to terminate or suspend the Services to you if we determine, in our sole discretion, that you have violated these Terms or any laws, or breached any rights of any third party. You are solely responsible for any loss or damage caused thereby.

10. If the Services are terminated for any reason, any rights or liabilities accrued prior to the termination or any payments due before or after the termination shall not be affected.

11. You agree and acknowledge that we are not responsible for any errors or delays in delivery, interruption, transmission, retransmission or receipt of the Services in part or in whole by you, your contractual partner or end user. In the event that a dispute arises between you and one or more end users, you agree to hold us harmless from any claims, requests, and indemnities of any kind or nature (direct, indirect, or consequential), known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes.

12. You will not hold us or our affiliates responsible for any loss, injury, claim, request, liability, or damage (“loss”) related to your use of the Services, and in particular any content transmitted by you.

13. Although we will use reasonable efforts to keep Member System available, we and our affiliates make no representations about the suitability, reliability, availability, timeliness and accuracy of the information, software, products, services and related graphics contained in Member System for any purpose. Such information, software, products, services and related graphics are provided “as is” without warranty or condition of any kind. We and/or our affiliates disclaim all warranties or conditions with respect to such information, software, products, services and related graphics, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement.

14. You agree to indemnify and hold us harmless from any loss, including all reasonable legal fees and expenses, arising out of your breach of these Terms or your violation of any law or any rights of a third party.

15. Our failure to enforce or exercise any provision of the Terms or any related right shall not constitute a waiver of such provision or right. The separate or partial exercise of any right, power or remedy shall not preclude any other or further exercise of such right, power or remedy. No waiver shall be valid or connecting upon the party granting such waiver unless it is made in writing. Any rights not expressly granted in any provision of the Terms are reserved.

16. “Contracting party” means the party with whom you enter into the Terms. Contracting party, governing laws of the terms and the measures for dispute resolution shall be determined as follows:

Your Billing Country/Region Contracting Party Governing Laws and Dispute Resolution
Singapore Shopline Commerce Pte. Ltd., a private company registered in Singapore under registration number 202013665N The courts of Singapore shall have exclusive jurisdiction.
Malaysia Shopline (M) Sdn. Bhd., a private company registered in Malaysia under registration number 1305261-V The courts of Malaysia shall have exclusive jurisdiction.
Hong Kong and other countries/regions Starling Labs Limited, a private company registered in Hong Kong under registration number 1925394 The courts of Hong Kong shall have exclusive jurisdiction.

17. Unless otherwise defined, the terms used herein shall have the following meanings:

“Affiliate” means any legal entity that is controlled by, controls, or is under common control with such a person. Control means, with respect to the relevant person: (i) direct or indirect ownership of more than 50% of a person’s (a) equity interests or (b) voting rights at shareholders’ meetings or similar bodies; or (ii) the rights or abilities of such members who have decisive voting power in appointing or removing members of the board or similar bodies.

“End user” means the members of your store who you manage through the Services.

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