“ WE “ - GOFINDO extensively strive to offer an application which allows Merchants to promote their Brand, Engage and Loyalty rewards directly to consumers through a smartphone application (“ Service Platform” ) , and provides Merchants with features and applications to track consumers” use thereof ( the “ Applications “ ). These Merchant Terms and Conditions ( Terms ) govern your access and use of the services and the Applications. “ Merchant” means any Merchant entity and its agent that makes use of the Application or provides services to its Subscribers
1. Definitions: In these Terms, the following terms when capitalized have the meanings set forth in this Section.
- “Subscriber” means an end user that has been granted a license by Gofindo to use the Services, and who has accepted the Gofindo User Terms and Conditions.
- “Gofindo User Terms and Conditions” means Gofindo' standard end user license agreement, which may be amended by Gofindo in its sole discretion
- “Promotional Content” means any advertising, promotional or marketing content provided by Merchant for provision to any Subscriber (including, without limitation, any loyalty plans or rewards) and including any logos, trade names, trademarks or other content of Merchant included in such content.
Subject to the terms and conditions hereof, during the period these Terms are in effect Gofindo hereby grants Merchant a limited, revocable, non-exclusive, non-transferable, non-sub-licenseable, license solely to use the Applications and to provide the Services to its Subscribers.
Merchant shall maintain all copyright and other proprietary notices contained in the Applications and in the Services. Except as set forth expressly herein, Merchant shall not, and shall not permit any third party, to (a) reverse engineer or attempt to find the underlying code of, the Application or the Services; (b) modify the Application or Services, or insert any code or product, or in any other way manipulate the Application or Services; or (c) modify, frame, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate to any third party or on any third-party web site, or otherwise use the Applications or Services except as expressly permitted by these Terms. To the extent any of the restrictions set forth in this Section are not enforceable under applicable law, Merchant shall inform Gofindo in writing in each instance prior to engaging in the activities set forth above. Gofindo reserves the right to make modifications to the Applications and the Services at any time without prior notice.
4. Promotional Content:
Merchant may provide Promotional Content to Subscribers through the Services as permitted by Gofindo. Merchant shall remain at all times solely responsible for the full functionality, accuracy, reliability, integrity, quality or validity of all Promotional Content. Merchant represents and warrants that no Promotional Content infringes the intellectual property rights or moral rights or any third party. Gofindo reserves the right, at its sole discretion, to remove any Promotional Content that violates these Terms at any time, without prior notice, or require Merchant to do so. Merchant shall remain solely liable for any loyalty plans or rewards offered to Subscribers, and shall fully indemnify Gofindo for its failure to satisfy any of its obligations pursuant to such plans or rewards. Gofindo does not claim ownership of Promotional Content. However, Merchant grants Gofindo a non-exclusive, royalty-free, worldwide license of all rights to use, edit, modify, include, incorporate, adapt, record and reproduce Promotional Content for the purposes of these Terms, including the right to exercise this license through independent contractors.
5. Intellectual Property:
6. Subscriber Data:
- Gofindo Property. Title to and ownership of and all proprietary rights in or related to (a) the Application, Services and related documentation and all enhancements, derivatives, bug fixes or improvements to the foregoing; (b) all trade names, trademarks, and logos of Gofindo; and (c) all data collected by Gofindo' server side software with regard to the foregoing] (collectively, “Gofindo Property”) shall at all times remain solely with Gofindo or its licensors.
- Merchant Property. Title to and ownership of and all proprietary rights in or related to Promotional Content and all the trade names, trademarks, and logos of Merchant shall at all times remain with Merchant and its licensors (collectively, “Merchant Property”).
- No Sale. Any references in these Terms to sale, resale or purchase of the Gofindo Property or Merchant Property and related documentation or references of like effect, will be deemed to mean the license thereof pursuant to the terms and conditions of these Terms.
Subscribers may contact Gofindo with regard to the support for the Application using email at firstname.lastname@example.org or using other forms of communication as described on our website.
Merchant acknowledges that Gofindo may disclose to Merchant certain confidential information belonging to and relating to Gofindo, the Application or the Services. Merchant may disclose to Gofindo certain information regarding its business and operations. Either party (the “Receiving Party”) receiving information from the other party (the “Disclosing Party”) which the Disclosing Party has marked or identified as confidential or proprietary, or which should clearly be considered confidential proprietary (collectively, “Confidential Information”), agrees to keep such Confidential Information confidential during and after the Term and not disclose or use except in performance of the Receiving Party’s obligations hereunder. Confidential Information shall not include information (i) already lawfully known to or independently developed by the Receiving Party without access to or use of the Confidential Information of the Disclosing Party, (ii) received by the Receiving Party from any third party without restrictions, (iii) publicly and generally available, free of confidentiality restrictions; or (iv) required to be disclosed by law, provided that the Receiving Party provides prompt notice of such requirement. The Receiving Party shall restrict disclosure of Confidential Information to those of the Receiving Party’s employees and officers with a reasonable need to know such information and which are bound by written confidentiality obligations no less restrictive than those set out herein. Merchant will not disclose any information regarding the results of any testing or evaluation of the Application or Services to any third party without Gofindo' prior written consent.
9. LIMITATION OF LIABILITY:
IN NO EVENT SHALL GOFINDO , ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SHAREHOLDERS, BE LIABLE TO Merchant, ANY Subscriber OR ANY OTHER THIRD PARTY FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO GENERAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, DIRECT, SPECIAL OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATING TO THE APPLICATION OR SERVICES. IN ANY CASE, GOFINDO' ENTIRE LIABILITY UNDER ANY PROVISION OF THESE TERMS SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT RECEIVED FROM MERCHANT HEREUNDER, WITH THE EXCEPTION OF DEATH OR PERSONAL INJURY CAUSED BY THE GROSS NEGLIGENCE OF GOFINDO TO THE EXTENT APPLICABLE LAW PROHIBITS THE LIMITATION OF DAMAGES IN SUCH CASES.
10. Promotion & Publicity:
All promotion, advertising and distribution of the Application and Services shall be consistent with Gofindo' standard policies and reputation. Both parties may agree in writing to include a reference to the other party and its logo on its website, marketing and promotional materials (in any medium) subject to the compliance by each party with the applicable trademark guidelines of the other party. The Parties may agree to issue a joint press release in a form mutually agreeable to the Parties announcing the formation of the relationship between the Parties. The text of such press release and announcements, and any future announcement or publication concerning the existence or terms of this agreement, shall be mutually agreed to by the Parties prior to publication, except that either Party may re-publish information contained in a previously approved press release, including on a Party’s website and in marketing materials.
11. The Term of this Agreement:
(“Term”) shall commence on the date Merchant accepts these Terms and shall continue for a period of 12 months, and shall thereafter automatically renew for subsequent terms of 12 months, unless otherwise terminated in accordance with these Terms.
- Termination. Either party may terminate this agreement with advance notice of 60 days., provided, however, that Gofindo may terminate these Terms and all rights granted hereunder without notice if Merchant shall use or market the Application or Services in violation of any applicable law, rule or regulation.
- Effect of Termination. Upon expiration or termination of these Terms for any reason, (a) Merchant shall immediately cease the use of the rights licensed hereunder, and shall immediately cease all provision of the Services to its Subscribers; (b) each party shall make payment to the other of all amounts due hereunder as of the date of termination; and (c) Merchant shall cease the use of all Gofindo Property and shall promptly return to Gofindo all copies of Gofindo Confidential Information or destroy same, at Gofindo' discretion.
Gofindo and Merchant are and intend to remain independent parties. Nothing contained in these Terms shall be deemed or construed to create the relationship of principal and agent or of partnership or joint venture, and except as otherwise specifically agreed upon in writing by the parties, neither party shall hold itself out as an agent, legal representative, partner, subsidiary, joint venturer, servant or employee of the other. Neither party nor any officer or employee thereof shall, in any event, have any right collectively or individually, to bind the other party, to make any representations or warranties, to accept service of process, to receive notice or to perform any act or thing on behalf of the other party, except as authorized in writing by such other party in its sole discretion. These Terms represent the entire agreement between the parties regarding the subject matter hereof and supersedes any and all other agreements between the parties, whether written or oral, regarding the subject matter hereof. These Terms may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A waiver of any default hereunder or of any of the terms and conditions of these Terms shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed. Gofindo may assign its rights or obligations pursuant to these Terms. Merchant agrees not to assign any rights under these Terms; any attempted assignment shall be null and void and shall result in the termination of these Terms. If any part of these Terms shall be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of these Terms which shall remain in full force and effect. These Terms shall be governed by the laws of the State of New York, and the competent courts in the city of New York shall have exclusive jurisdiction to hear any disputes arising hereunder.
13. Refund Policy:
Gofindo offers a 14 day money back guarantee for all plan without free trial, where if cancellation is requested within 14 days of activating a premium membership, Gofindo will issue a full refund. Gofindo does not issue refunds retroactively for any payment made on a recurring subscription (monthly, quarterly, semi-annual or annual) when the cancellation request is made after the charge in question. Businesses can cancel anytime, for any reason, with no cancellation fees. Gofindo no refund will be applied for any hardware installed as a result of specialized services e.g. beacon devices. Free Trial plan will not be eligible for refund after the trial is over.
14. Some of the Services offered on the Website require payment of fees ("Charged Services"):
If you elect to sign up for Charged Services, you shall pay all applicable fees, as described on the Website in connection with such Charged Services selected by you. Gofindo reserves the right to change its prices at any time. You authorize Gofindo directly or through third parties, to make any inquiries it considers necessary to validate your account and financial information that you provided while signing up for such Services. Please note that according to internal agreements, Gofindo LTD is entitled to collect fees from Users on behalf of the Charged Services, to process any payments and/or refunds and/or take any billing actions as required in connection with the collection of the fees on behalf of the Charged Services. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. You agree to pay any such taxes that might be applicable to your use of the Services and payments made by you to Gofindo. All fees related to using Charged Services are charged automatically using the payment method as determined in the Website. If Gofindo does not receive a request by the user, through email or phone for Charged Services termination you acknowledge and understand that Gofindo will continue to charge you for the Charged Services as long as your account remains active regardless if the Charged Services are used or not. If, at any time, you contact your bank or credit card company and decline or otherwise reject the charge of any payable fees, this act will be considered a breach of your obligation hereunder and your use of the Charged Services will be automatically terminated. Your use of the Charged Services will not resume until you re-subscribe for any such Charged Services. Users purchasing Charged Services shall pay any and all prices and fees due for such Services. All prices and fees are non-refundable unless otherwise expressly noted, even if such Charged Services are suspended, terminated, or transferred prior to the end of the Services term. Gofindo expressly reserves the right to change or modify its prices and fees at any time, and such changes or modifications shall be posted online at the Website and effective immediately without need for further notice to any user. Any changes or modifications in prices and fees shall be effective when the Services in question come up for renewal as further described below.
15. Auto Renewals:
IN ORDER TO ENSURE THAT YOU DO NOT EXPERIENCE AN INTERRUPTION OR LOSS OF SERVICES, MOST SERVICES OFFER AN AUTOMATIC RENEWAL OPTION. THE AUTOMATIC RENEWAL OPTION AUTOMATICALLY RENEWS THE APPLICABLE SERVICE FOR A RENEWAL PERIOD EQUAL IN TIME TO THE ORIGINAL SERVICE PERIOD. FOR EXAMPLE, IF YOUR ORIGINAL SERVICE PERIOD IS FOR ONE YEAR, YOUR RENEWAL PERIOD WILL BE FOR ONE YEAR. WHILE THE DETAILS OF THE AUTOMATIC RENEWAL OPTION VARY FROM SERVICE TO SERVICE, THE SERVICES THAT OFFER AN AUTOMATIC RENEWAL OPTION TREAT IT AS THE DEFAULT SETTING. THEREFORE, UNLESS YOU CANCEL YOUR SUBSCRIPTION GOFINDO WILL AUTOMATICALLY RENEW THE APPLICABLE SERVICE WHEN IT COMES UP FOR RENEWAL, AND WILL TAKE PAYMENT FROM THE PAYMENT METHOD YOU HAVE ON FILE WITH GOFINDO THEN CURRENT RATES, WHICH YOU ACKNOWLEDGE AND AGREE MAY BE HIGHER OR LOWER THAN THE RATES FOR THE ORIGINAL SERVICE PERIOD. YOU MAY CANCEL YOUR SUBSCRIPTION FROM SUCH SERVICES PRIOR TO THE AUTOMATIC RENEWAL AT ANY TIME. IN SUCH EVENT THE SERVICES SHALL BE DISCONTINUED UPON THE EXPIRATION OF THE RESPECTIVE PERIOD YOU HAVE PAID FOR AND YOU SHALL NOT HAVE ANY CLAIMS TOWARDS GOFINDO IN RELATION TO THE DISCONTINUATION OF THE SERVICES.
by User You may discontinue to use and request to cancel your premium membership at any time, in accordance with the instructions available on the Services. The effective date and time of such cancellation shall be the date and time on which you have completed the cancellation process on the Services, and the effective date for cancellation of Services shall be at the end of such Service’s subscription period.
Gofindo may terminate your participation in the program immediately in the event of:
- A violation by you of any of the terms and conditions of the program or within your merchant agreement.
- Any misrepresentation by you to Gofindo and/or any abuse by you of the platform or program
- Your bankruptcy; or
- An inactive program account for a period of 12 months (i.e has not accumulated nor redeemed points in that time period). On termination any unredeemed points will automatically expire.
Additionally Gofindo reserves the right, in its sole discretion to amend, alter, withdraw, or terminate the program at any time without any notice in the event that terms have been violated.
18. Notwithstanding anything to the contrary in the foregoing,
with respect to automatically-renewed subscriptions to paid Services, such subscription will be discontinued upon the expiration of the respective period for which you have already made payment, unless you have chosen to cancel such subscription immediately."