Software-as-a-Service
Terms of Service

Meed Limited (the “Provider”, which term includes its successors, assigns and transferees), a company incorporated under the laws of Hong Kong with its registered office address 608, Sunbeam Centre, 27 Shing Yip Street, Kwun Tong, Kowloon, Hong Kong (Company Registration Number 74349808) offers a Software-as-a-Service solution (“Service”) known as the meed Loyalty Platform (the “Platform” or "meed").

The Platform is an application software platform that enables Service subscribers (“Program Operators”) to create and manage customer loyalty programs (“Programs”) and voucher campaigns under the Program (“Voucher Campaign”), including operating voucher redemptions, stamp cards and other features under the Programs via meed loyalty apps.

 

By signing up as a Program Operator to use the Service and the Platform and/or by downloading, installing or otherwise accessing or using the Service or the Platform, each Program Operator agrees to these Terms of Service (including the Terms of Use referred to in Clause 2.1 which are incorporated herein by reference), as amended from time to time (“these Terms”).

When the Program Operator and its customers use the Platform, the Provider may collect personal data.  Each Program Operator agrees to the Provider’s Privacy Policy at meedloyalty.com/privacy-policy, which sets out the purposes for which the Provider collects personal data, and how such data is handled.
 

1.  Service

 

1.1 Subject to the Program Operator agreeing to these Terms and payment of a subscription fee (where applicable) in accordance with Clause 4 (“Subscription Fee”), the Provider will grant the Program Operator non-exclusive and non-transferable access to and use of the Service (“Subscription”) for the duration of the Subscription (“Subscription Term”).

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1.2 The Provider will provide reasonable technical support in accordance with the Provider’s standard practice during the Subscription Term. The Program Operator may initiate a help request by emailing info@meedloyalty.com.

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1.3 The Provider reserves the right to modify or enhance features of the Platform from time to time.

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2.  Program Operator Undertakings

 

2.1 The Program Operator shall comply with the Provider’s prevailing Terms of Use, which form part of these Terms, at meedloyalty.com/terms-of-use (“Terms of Use”) and all applicable laws and regulations in using the Service and the Platform. The Program Operator shall ensure that any and all its officers, employees, contractors and/or agents (“Users”) whom the Program Operator may authorise to use the Service will comply with the undertakings in Clause 2.

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2.2 The Program Operator shall obtain and maintain any equipment and ancillary services necessary to connect to, access or otherwise use the Service (including any necessary servers, web servers, network, modems, hardware, software, operating systems, and the like). The Program Operator is responsible for all activities conducted by its Users in using the Service and the Platform.

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2.3 The Program Operator shall maintain the security of the Program Operator's account for using the Service and the Platform, including any login password(s). The Program Operator shall not allow or authorise anyone other than the applicable individual User to use such login. The Program Operator shall promptly notify the Provider if the Program Operator becomes aware of any unauthorised use of the Program Operator’s login.

 

​2.4  The Program Operator shall exercise due care and diligence when submitting or using information on the Platform to create and operate a Program or a Voucher Campaign. The Program Operator shall check the accuracy and completeness of all information, images and other contents provided to, or generated from, the Platform to create or operate the Program or Voucher Campaign, all previews of materials generated from the Program or Voucher Campaign (including, for example, the contents of the Program membership card, voucher and stamp card, and terms and conditions of vouchers or stamp cards under the Voucher Campaign). The Provider is not liable or responsible for any omission or error in such information or content.

 

2.5 The Program Operator is responsible for handling all concerns or disputes from existing or prospective Program members in connection with their Programs. The Provider is not responsible or liable for any content or activities related to the Programs or stamps / vouchers issued under Voucher Campaigns, any change or cancellation to the Programs, stamp cards or vouchers by the Program Operator, or any information or representation provided by the Program Operator through its use of the Service or the Platform. 

 

2.6 The Program Operator must only use the Service and the Platform exclusively for purposes relating to the Program Operator’s trade, business, craft or profession. The Program Operator represents and warrants that it has all the necessary authorisations and licences to conduct its activities through the Platform. 

 

2.7 In particular and without limiting the generality of the Acceptable Use Policy in the Terms of Use, the Program Operator shall not, directly or indirectly:

(a) copy, replicate, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, object code, or any underlying structure, ideas, know-how, or algorithms relevant to the Service or any part of the Platform;

(b) modify, translate, or create derivative works based on the Service or any part of the Platform;

(c) make illegal or unlawful use of the Service or the Platform;

(d) rent, lease, sell, distribute, sublicense, or otherwise make available the Service or the Platform to any third party;

(e) access the Service or the Platform for purposes of building or marketing a competitive product;

(f) use the Service or the Platform to store or transmit a virus or malicious code;

(g) violate the privacy or infringe the rights of others, and/or

(h) breach any applicable laws or regulations.

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2.8 The Program Operator is responsible for all costs, taxes, compliance of, and shall comply with, all applicable laws for its use of the Service or the Platform in connection with its business, product or service (including any licence and/or warning requirements mandated by law for offering or referring to its business, products and/or services through the Platform, or any legal restriction on the length of coupon validity period and/or the number of coupons offered). ​

 

2.9 The Program Operator acknowledges that the Provider’s acceptance of a Program Operator to the Platform is subject to the Program Operator’s vetting. The Program Operator has the right in its sole discretion to reject, suspend or remove a Program Operator or any of its Programs from the Platform, and/or remove or limit Platform features available to the Program Operator (for example, restrict or remove the Program Operator’s Program(s) or Voucher Campaign(s) on discovery pages that are accessible through the Platform due to licensing, public concerns or other considerations).

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​2.10  The Program Operator acknowledges and agrees that the Provider may monitor the Program Operator's use of the Service. The Provider may suspend or prohibit any use of the Service and/or the Platform where the Provider believes that such use is or may be in breach of these Terms or any applicable laws, or if the Provider has grounds to believe that the offer of, or reference to, the Program Operator’s business or its product and/or service through the Platform is inappropriate due to public or other concerns.

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​2.11 The Program Operator shall indemnify the Provider against any losses, damages, expenses, or liabilities (including legal fees) in connection with any claim or action arising from any use of the Service or the Platform by the Program Operator in breach of these Terms.

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3.  Proprietary Information and Intellectual Property Rights

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3.1 The Program Operator acknowledges that to enable the provision of the Service, the Provider may disclose information or data (including any information regarding existing or planned features, functionality, and performance of the Platform) to the Program Operator (“Provider Data”). The Program Operator acknowledges that the Provider owns all Intellectual Property Rights (as defined in Clause 3.10), title, and interest in and to the Provider Data.

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3.2 The Program Operator and its Users may upload data, images, information, content or material (“Material”) to the Platform for creating and managing customer loyalty programs through the Service. The Program Operator is responsible for the accuracy, quality, integrity, and legality of the Material. The Program Operator represents and warrants that the Program Operator owns all rights (including all Intellectual Property Rights), title and interest in and to the Material or that the Program Operator has otherwise obtained all necessary consents and rights in the Material to permit the access, use, process, display, transfer and distribution of the Material to facilitate the provision and use of the Service under these Terms. The Provider reserves the right to remove any Material from the Platform at any time where, in the Provider’s sole opinion, the Material violates these Terms or any applicable law or regulation.

3.3 The Program Operator grants the Provider a royalty-free licence to display, host, copy, and use the Material for the purpose of providing or operating the Service and/or the Platform, including placing the brand name, logo or other materials of the Program Operator in discovery pages of the Platform or marketing materials relating the Program Operator’s participation in the Platform.

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3.4 The Program Operator acknowledges that the Provider has the right to collect and analyse any data and information relating to the provision, use, and performance of the Platform and related systems and technologies, including any data or information of or derived from the Program Operator's use of the Service and/or the Platform. The Provider is free to, without any licence or permission from the Program Operator and without paying any fees to the Program Operator, use any such information to improve and enhance the Service and/or the Platform and for other development, diagnostic, and remedial purposes in connection with the Service and/or the Platform and other offerings by the Provider, and/or disclose such data solely in aggregate or in unidentifiable form.

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3.5 The Program Operator acknowledges that the Provider owns and retains all rights, titles, and interests in and to:
 

(a) the Service and the Platform, all improvements, enhancements or modifications thereto and any applications, inventions, or other technology developed in connection with the Service and/or the Platform, including the source code and object code and all other works or material recorded or embodied in the software, including the audio or visual content in any screen displays in the user interface;

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(b) any software, applications, inventions or other technology developed in connection with implementation services or support in connection with the Service and/or the Platform; and

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(c) all Intellectual Property Rights related to any of the foregoing, including trademarks, logos, domain names, and brand features, and all copyrighted works and content included therein.

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3.6 All materials provided on the Platform, including information, documents, products, logos, graphics, sounds, images, software and services are the work of the Provider and/or its authorised third parties with all intellectual property rights reserved.

 

3.7 During the term of the Program Operator’s Subscription, the Provider grants the Program Operator a non-exclusive, non-transferable, non-sublicensable, fully revocable and limited licence to use the contents generated by the Platform for use by the Program Operator in its Program(s) and Voucher Campaign(s).  

 

3.8 All meed logos and all materials incorporating the Provider’s name, brand, logo or supporting graphics for use by the Program Operator for its Program(s) (including the meed stickers provided by the Provider to be placed at the Program Operator’s business location) are the property of the Provider with all rights reserved.

 

​3.9 The Service does not grant the Program Operator any right, title, or interest in or to the Platform or any right of access and use of the Platform that is not specifically set out in these Terms.

3.10 For the purpose of these Terms, “Intellectual Property Rights” includes all patents, rights to inventions, copyright and related rights, all other rights like copyright, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use and protect the confidentiality of confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

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4.  Subscription

 

4.1  The Provider offers a free starter service plan and paid advanced service plans to Program Operators. Service plans (“Service Plans”). The available Service Plans and the applicable Subscription Fee amounts from time to time are set out in meedloyalty.com.

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4.2 Service Plans have usage and feature access limits as stipulated by the Provider from time to time. These include, for example, the number of active Programs and/or Voucher Campaigns that a Program Operator can create and operate on the Platform, the number of locations, and/or the availability of other Platform or Service features.

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4.3  A subscription to a free starter Service Plan can be done by signing up as a Program Operator at portal.meedloyalty.com. At any time, a Program Operator can upgrade to a paid Service Plan by selecting the upgrade option in portal.meedloyalty.com, selecting the tier of paid Service Plan and the Subscription Term, and payment of the applicable Subscription Fee to the Provider.

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4.4  The Subscription Term may be monthly or annually (or other subscription period available from the Provider from time to time).

 

4.5 The Program Operator must pay the Subscription Fee to the Provider, duly received by the Provider, before the commencement of a Subscription Term (or renewed Subscription Term), exclusive of all taxes, duties and levies imposed by tax or other relevant authorities.

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4.6 Unless cancelled before the last day of the Subscription Term (or renewed Subscription Term), the Subscription will automatically renew for another period of the same length.

 

4.7 The first day of the Subscription Term defines the subscription cycle for billing and payment of a paid Service Plan. A Subscription Term commences upon the Program Operator signing up for or upgrading to a paid Service Plan, regardless of the Program Operator’s first actual use of the Service. The billing cycle of a Subscription starts on the first day of the Subscription Term.

 

4.8 The renewal date of a Subscription Term will be the closest possible date within the next period. For example, if a monthly Subscription starts on 31st of January, then the next monthly renewal will be on 28th of February (in a non-leap year) or 29th of February (in a leap year), followed by 31st of March, and so on.

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4.9  To ensure the smoothness of the Service, a paid Service Plan includes an auto-renewal option by default. If the Program Operator does not turn off the auto-renewal option before the last day of the Subscription Term, the Subscription will be automatically renewed for another period of the the same duration, at the Provider’s prevailing pricing as of the renewal date (which will be the first day of the renewed Subscription Term). If the Program Operator does not wish to renew the Subscription, the Program Operator must turn off the auto-renewal option by clicking the ‘Cancel subscription’ option on the Platform at least 24 hours before the end of the Subscription Term.

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4.10 If the Program Operator turns off the auto-renewal option in accordance with Clause 4.9, the Subscription will be considered as cancelled after the current Subscription Term. If the auto-renewal option is not turned off, renewal of the Subscription will be attempted automatically using the latest information provided by the Program Operator for Subscription Fee payment.

 

4.11 If the Program Operator does not renew a Subscription, the Subscription remains active until the end of the Subscription Term. After that, all Programs and Voucher Campaigns including vouchers, stamp cards and other offers or rewards created under the Subscription will be deactivated and erased. 

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4.12 Subscription Fees are not refundable. In particular, if the Program Operator cancels a Subscription (or if the Subscription is otherwise suspended, terminated or cancelled by the Provider in accordance with these Terms) during a Subscription Term, there will not be any refund for the remaining period of the Subscription Term.  

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4.13 The Program Operator will need to provide relevant bank account or credit card details (including the account name and number and card expiry date) to the Provider's payment service provider to set up the necessary direct debit authorisation for payment of the Subscription Fee.

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4.14 The Provider may offer a free trial ("Free Trial"), which entitles the Program Operator to usage and feature access under a specified paid Service Plan for a period designated by the Provider (for example, thirty (30) days) (“Free Trial Period”). The following applies to a Free Trial:

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(a) the Free Trial Period starts from the Program Operator’s activation of the free trial by selecting a paid Service Plan and the Subscription Term, and submitting its payment details to the Provider’s payment service provider for payment of the Subscription Fee for the selected paid Service Plan;

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(b) if the Program Operator does not cancel the Subscription for the paid Service Plan by the end of the Free Trial Period, the Subscription Term and its billing cycle will start on the day immediately following the end of the Free Trial Period, and the Subscription Fee for the Subscription Term will be deducted and paid to the Provider upon expiry of the Free Trial Period;

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(c) if the Program Operator decides that it does not want to continue with a paid Service Plan after the Free Trial Period, the Program Operator is required to terminate the Subscription for the paid Service Plan by clicking the ‘Cancel subscription’ option on the Platform at least 24 hours before the end of the Free Trial Period;

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(d) upon termination of the Subscription under sub-clause (c) above, all Programs and Voucher Campaigns including vouchers, stamp cards and other offers or rewards created under the Subscription will be deactivated and erased; 

 

(e) each Program Operator may only use the Free Trial once; and

 

(f) the Provider reserves the right, in its absolute discretion, to withdraw or modify the Free Trial at any time without prior notice and with no liability.

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4.15 The Provider reserves the right to suspend, terminate or cancel the Subscription, including where there is late or failed payment of the Subscription Fee (or part thereof), or where activities relating to the Program Operator’s Subscription are suspected or found to be illegal or inappropriate.

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5.  Representation, Warranty and Disclaimer

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5.1 The Program Operator represents and warrants that it has full power and authority, and all necessary registrations and licences, to agree to these Terms and carry out activities through the Platform.

 

5.2 The Provider represents and warrants that it will use reasonable efforts consistent with prevailing industry standards in providing and maintaining the availability of the Service.

 

5.3 The Provider does not represent or warrant that the Service and/or the Platform will be uninterrupted or error-free, nor does it warranty the results that may be obtained from using the Service. The Service and the Platform are provided “as is”. The Provider disclaims all warranties, express or implied, including any implied warranties of merchantability or fitness for any particular purpose and non-infringement.

 

5.4 The Provider will use commercially reasonable efforts to ensure that any data, analysis, opinion or other information (for example, analytics data in dashboards or reports) provided or contained in the Service provided to the Program Operator are correct, but the Provider does not make any representation or warranty as to the accuracy or completeness of any such information or the source from which the information is derived.

 

5.5 The Provider will use commercially reasonable efforts to respond to any problems about the Service detected by the Provider and/or reported by the Program Operator. The Provider, however, does not guarantee that all problems can be fixed within any specific timeframe.

 

5.6 The Provider is not responsible or liable for any content or activities related to the Programs, any change or cancellation, or any information or representation provided by any Program Operator concerning the Programs.
 

6.  Force Majeure Event

 

6.1  If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under these Terms (other than the Program Operator’s obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

 

6.2  A Party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under these Terms must:

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(a) promptly notify the other; and

(b) inform the other of the period for which it is estimated that such failure or delay will continue.
 

6.3  A Party whose performance of its obligations under these Terms is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

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6.4  In these Terms, "Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the Party affected (including any fault or failure of the internet or any public telecommunications network, fault or failure of the Provider's hosting provider, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars).

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7.  Limitation of Liability

 

7.1  To the fullest extent permitted by law, the Provider and its holding company(ies), subsidiaries, affiliates, directors, officers, employees, agents, representatives, partners, licensors, and suppliers (including all equipment and technology suppliers) (collectively the “Provider Entities”, which includes their respective successors and assigns) will not be liable or responsible for:

(a) any error or interruption of use or any inaccuracy or corruption of data, nor any cost of procurement of substitute goods, services, or technology;

(b) any indirect, special, incidental, punitive, exemplary, or consequential losses or damages;

(c) any loss of profit, business, or data;

(d) any Force Majeure Event, whether including any of the events in paragraphs (a) to (c) above, or otherwise; and/or

(e)any other matter beyond the reasonable control of the Provider.

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7.2  For the avoidance of doubt, downtime caused by any of the following shall not be considered a breach by the Provider of these Terms:
 

(a) a fault or failure of the internet or any public telecommunications network;

(b) a fault, failure or scheduled maintenance of the Provider's hosting provider;

(c) a fault or failure of the Program Operator's computer systems or networks;

(d) any breach by the Program Operator or User of these Terms;

(e) scheduled maintenance carried out by or on behalf of the Provider; and/or

(f) a Force Majeure Event, whether including any of the events in paragraphs (a) to (e) above, or otherwise.
 

7.3 The Provider Entities’ liabilities in connection with or arising out of the provision of the Service are limited to the Subscription Fees (if any) that the Program Operator has paid to the Provider for the Service in the twelve (12) months prior to the act that gave rise to such liabilities, whether or not the Provider has been advised of the possibility of such loss or damages, and the Program Operator must take all necessary steps and actions to mitigate its loss and damages.
 

7.4 The Program Operator agrees to indemnify, hold harmless, and release the Provider Entities (and their respective successors and assigns) from and against any and all claims, liabilities, damages, costs and expenses, including but not limited to reasonable attorney’s fees, arising from or related to the Program Operator’s or its Users’ access, use, attempted use, inability to use, or misuse of the Service, or the Program Operator or its Users’ misrepresentation or non-compliance with these Terms. The Program Operator agrees to fully cooperate with the Provider in the defence or settlement of any claim concerning or arising out of the Service or these Terms.

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8.  Modifications

 

The Provider reserves the right to modify these Terms at any time by posting the updated version of these Terms on the Provider’s website.

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9.  Miscellaneous

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9.1 In these Terms, the clause headings are for reference only and shall not affect the interpretation of these Terms, and any words following the terms “including”, “include”, “in particular”, “for example”, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase, or term preceding those terms.  Singular shall include the plural, and vice versa.  A “Party” means a party to these Terms.

9.2 These Terms contain the entire agreement between the Program Operator and the Provider.

9.3 If any provision of these Terms is found invalid or unenforceable, such provision shall be severed from the remainder of these Terms, which shall remain in full force and effect.

9.4 The Provider’s failure or delay to exercise any right or act upon a breach under these Terms does not constitute a waiver of that right or breach.

9.5 The Provider may transfer its rights or obligations under these Terms to any third party without the Program Operator’s consent. The Contracts (Rights of Third Parties) Ordinance (Cap. 623) shall not apply to these Terms under any circumstances.

10.  Governing Law and Jurisdiction

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These Terms shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region. The courts of the Hong Kong Special Administrative Region shall have exclusive jurisdiction to deal with any dispute arising out of or in connection with these Terms. The Program Operator expressly submits to the exclusive jurisdiction of said courts and consents to extraterritorial service of process.

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11.  Language

 

The Provider may translate these Terms into multiple languages. If there is any conflict or inconsistency between the English version and any other language version of these Terms, the English version will prevail.