Terms of Use

Comcoin

SaaS

Membership Agreement

These Terms of Service constitute an agreement (the “Agreement”) between you (hereinafter “Member” or “You”) and Currency Alliance, SL. which is using the commercial name comcoin (hereinafter “comcoin” or “ We”) regarding your access to and use of the Comcoin Loyalty Programs Platform and associated software that you are registering to use when you click to accept these terms of service (hereinafter the “Services”).

The comcoin Membership Program enables consumers worldwide to collect comcoin in a single trusted account from merchants participating in the program. Participating merchants will submit information about your transactions with them to our Platform on a regular basis and issue comcoins to your account. You will be able to use the comcoin value received in many ways, including to spend comcoins for products or services where a merchant accepts comcoin as a form of payment, or to transfer comcoin to other Members using our Services.

All Members must agree to this Agreement before using the Services, unless you have a separate written agreement in place expressly covering the Services. If you accept this Agreement for an entity, you represent that you have the authority to bind the entity to this Agreement. If you do not agree to the terms of this Agreement, please click Cancel or Back and do not use the Services. If you are under 18 or do not have the authority or capacity to enter into this agreement, you must obtain the consent of your parent or legal guardian to register for and use the Services.

1. Scope of Agreement

This Agreement sets forth the terms and conditions that govern your access to and use of the Services. Comcoin agrees to provide you the Services and You agree that Comcoin may suspend or terminate your access to and use of the Services and/or this Agreement at any time without notice, for any reason.

For the purpose of this Agreement Comcoin means a service allowing You to collect the Comcoin digital currency from loyalty program operators, purchase Comcoin with currencies such as US Dollars, Euros, etc., transfer Comcoins to other Members using the Platform, make payments for goods and services, and manage Your privacy settings on the Platform to optimize the quantity and quality of offers received from merchants and partners participating in the Comcoin Services.

2. Use of the Services

We grant you a right to use the Services as permitted in this Agreement which may be described in greater detail in other documentation provided by Us. You will not resell, distribute, outsource or otherwise directly or indirectly commercialize the use of the Services. You warrant that the information you provide during the registration process and any subsequent information you provide is accurate.

Notwithstanding anything in this Agreement to the contrary, you agree that:

a) You shall be solely responsible for all information you input into the Platform and for ensuring that information posted by You is appropriate, do not breach any law, rule or regulation.

c) You shall maintain all passwords and access codes and refrain from sharing or otherwise permitting unauthorized third parties to use any such passwords or access codes, as established below in the Acceptable Use terms.

d) In case of breach of the terms of use, Comcoin may deactivate or delete your account and any related data, information and files, and bar any further access to such data, information and files. Such action may include, among other things, discontinuing your use of the Services or specific Service feature without any liability.

e) You agree to promptly notify Comcoin of any unauthorized use of your account of which you become aware. You agree to use at least reasonable means to protect your account, password and other login information from unauthorized disclosure or use by third parties.

3. Changes to Services

Comcoin may enhance and/or change the features of the Services at its own discretion as long as the core functionality of the Services is not materially reduced. We may offer additional optional features and/or functionalities in addition to the standard Services, described in Schedule B.

4. Fees; Pricing and Payment Terms; Taxes.

(i) Comcoin may charge fees for some of the Services as set forth in Schedule A. Comcoin reserves the right to amend these fees at any time upon thirty (30) days’ prior notice to you.

(ii) When you provide your payment information to Comcoin, you are providing Comcoin with an authorization to process any and all payments as outlined in this Agreement.

(iii) You will be responsible for any sales, value-added or similar taxes assessed in accordance with applicable law with respect to the provision of the Services.

(iv) Non - fulfillment of your payment obligations will be considered a breach of the terms of use.

5. Software and Services License and Restrictions

You may need to download and install software such as Mobile Application to use the Services (“Software”). If so, Comcoin grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable license to access and use the Comcoin´ Loyalty Program Platform referred to as “ Platform”, as long as your account with Comcoin remains active.

You agree that, unless this Agreement or applicable law allows it, you will not (and will not allow third parties invited by you) to:

a) transfer, sublicense, or assign your right under this license to any other person or entity, unless expressly authorized by Comcoin in writing;

b) modify or adapt or create derivative works of the Software or any associated documentation;

c) reverse engineer, decompile, decrypt, disassemble or otherwise attempt to derive the source code for the Software, except to the extent allowed by applicable law for interoperability purposes;

d) use the Software to access Services other than the Services you are entitled to use;

e) republish, frame or distribute the Software or Services to third parties; or

f) supply proprietary information about the Services, including but not limited to screen shots, product documentation, demonstrations, service descriptions, announcements, or feature roadmaps to unauthorized third parties.

5.1. Open Source Software and Third Party Libraries . – The Comcoin Site and platform may include open source software tools or third party libraries. The open source software and/or third party libraries are governed by their own terms and conditions and you are bound by the terms and conditions of the corresponding license in connection with your use of such software or libraries. You agree to comply with all such licenses.

6. Term and Termination

The Term of this Agreement starts on the date the Services are available for use by you and lasts until:

a) either party providing written or electronic notice of termination to the other party with or without cause or

b) each party may terminate this Agreement by giving written notice to the other party if the other party materially breaches this Agreement and does not cure that breach within 30 days after receiving written notice of the breach.

Upon termination of this Agreement you shall no longer be entitled to access or use the platform or any other non-public portions of the website. Comcoin shall not be responsible for the return of any information of any kind, including without limitation any information input into the Platform by You.

7. Privacy and Data Protection

a) Content. We will not monitor Content, except: (i) as needed to provide, support or improve the provision of the Services, (ii) investigate potential or suspected fraud, (iii) where instructed or permitted by You, or (iv) as otherwise required by law or to exercise or protect Our legal rights. “ Content” means all visual, written or audible communications, files, data documents, videos, recordings, or any other material displayed, posted, uploaded, stored, exchanged or transmitted on or through your use of the Services or otherwise provided on the website or online space related to the Services (a “Site”).

b) Data Protection, Data Privacy and Information Society Services. We will collect, use and process Content only in accordance with Comcoin’s Privacy Statement (which is incorporated into this Agreement by reference) and to the extent reasonably required to provide the Services. “Privacy Policy” means Comcoin’s then current statement regarding its treatment, use and protection of your Content, located at: http://www.comcoin.com and includes any applicable Service-specific supplemental privacy information.

We will also comply with the provisions of Spanish Organic Law on the Protection of Personal Data 15/1999 “ Protección de Datos de Carácter Personal”, Royal Decree 1720/2007 which approved the implementation of Regulations of the Personal Data Protection Law, Law 34/2002 on Information Society Services and Electronic Commerce “ Servicios de la Sociedad de la Información y de Comercio Electrónico”, Royal Legislative Decree 1/2007 on Consumers and Users Protection “por el que se aprueba el texto refundido de la Ley General para la Defensa de los Consumidores y Usuarios” and all applicable data privacy laws in the performance of the Services. As a part of that compliance, Comcoin will use at least industry standard technical, procedural and physical means to protect against unauthorized access, use or disclosure of Personal Information (as defined in Comcoin’s Privacy Policy). We may transfer, copy, backup and store your Content in other countries or jurisdictions outside Spain as a part of the Services.

c) Contact. You agree that We may contact you via e-mail or otherwise with information relevant to your use of the Services. You also agree to have your name and/or email address listed in the header of certain communications you initiate through the Services, such as but not limited to sending a transfer of comcoin to another Member.

8. Content

a) Ownership of Content. You own all your Content and information about You. If You are a business, You may also own trade names, logos and other trademarks or service marks.

b) Responsibility for the Content and Services. You are solely responsible for your Content and your use of the Services. We are not liable to you, your users or your customers for any loss or damages arising from any Content. We do not endorse and have no control over what users submit to a Site. We cannot guarantee the accuracy of any Content provided by you or by other users.

c) License. You grant Comcoin a world-wide, royalty-free, sublicensable license to use, modify, reproduce and distribute the Content, only as reasonably required to provide the Services (e.g., Comcoin may encrypt your Content which involves use, reproduction and modification of your Content).

d) Violation. We do not monitor your Content, Sites, or Use of the Services. You will comply with the Comcoin General Use Policy (“GUP”) (attached to this Agreement). We may investigate any complaints and violations or suspected violations of this Agreement regarding the Content or violations of the GUP that comes to Comcoin´ attention. If We reasonably determine there is a breach of this Agreement regarding the Content or a violation of the GUP We may take action without liability to remedy the violation (e.g., refuse to post or remove violating Content, or restricting, suspending, or terminating your access to Services). We will make commercially reasonable efforts to notify you before taking such actions so that you can remedy the issue. However, We reserve the right to act immediately if We reasonably believe that allowing such Content or use of the Services would expose Comcoin to civil, regulatory or criminal liability, as well as, reputational damages derived from racial defamation, political comments, or harassment. You agree to indemnify, defend and hold harmless comcoin from any and all third party claims, liability, damages and/or costs arising from your or your users’ violation of the GUP.

9. Warranty and Warranty Disclaimer

a) To the extent allowed by applicable law, You agree to use the Services at your own risk. You agree that We and our affiliates will not be responsible for any harm to any device, any loss of data, or any other harm that results from your use of the Services. We and our affiliates do not guarantee that your use of the services will be uninterrupted or error-free to the extent allowed by applicable law, the services and any related Software and/or Sites are provided “as is” and “as available” for your use without warranties or conditions, either express, implied or statutory.

b) except as expressly stated in this section, to the extent allowed by applicable law, We and our affiliates, (i) expressly disclaim all warranties and conditions of any kind, express or implied, including without limitation any warranty, condition or other implied term as to merchantability, fitness for a particular purpose or non-infringement and (ii) make no warranty or representation regarding the services, any information, materials, goods or services obtained through the services or the Sites, or that the services will meet any of your requirements.

10. Limitation of Liability

You agree that comcoin´s aggregate liability for all claims, including claims for indemnification of third party damages, arising out of this Agreement, whether in contract, tort or otherwise, will not exceed the amount of fees paid by You to Comcoin under the Agreement during the twelve (12) months preceding the date on which the applicable claim occurred.

To the maximum extent permitted by applicable law, in no event will Comcoin be liable for any loss of business profits, business interruption, loss of data or any special, indirect, exemplary, incidental or consequential damages arising from or in relation to the Agreement or the use of the Services. This limitation will apply even if such damages were foreseeable and you have been advised or are aware of the possibility of such damages.


11. Ownership and Proprietary Rights

a) Ownership. Comcoin own all intellectual property rights to the Services, Software and associated documentation. This ownership extends to all copies and portions of these items, and all improvements, enhancements, modifications and derivative works to these items. Therefore, your right to use the Services is a limited right to use, not a transfer of ownership or title, to the Services, Software, and associated documentation. Your rights to use the Software and associated documentation are limited to those rights expressly granted by this Agreement. You get no other rights to the Software, associated documentation, or Services or any related intellectual property rights in the Software.

b) Feedback License. You grant to Comcoin a worldwide, non-exclusive, perpetual, irrevocable license to use or transfer any Feedback you give us for any purpose. We can also create and distribute any product or service that incorporates your feedback without paying you any royalties.

c) You are the owner of any currencies in your account and shall have the right to add value or withdraw value from your accounts as long as you comply with compliance requirements and do not breach this Agreement in any way. If Your account is suspended for any reason, Comcoin will provide you 6 months to withdraw any accumulated value in your account and if you do not complete such a withdrawal within 6 months, You agree that you forfeit your rights to these funds.

12. General

a) Assignment. You may not, without the prior written consent of Comcoin, assign the Agreement, in whole or in part, either voluntarily or by operation of law, and any attempt to do so will be considered a breach ; In the event of a sale of substantially all of your assets or equity to a third party or any merger of your entity into a third party, this Agreement shall be deemed, assigned to and assumed by the acquirer in such transaction and as such, shall be binding on such acquirer. We may assign our rights and delegate our obligations in whole or in part to an affiliate, acquirer or subcontractor without your consent.

b) Updates to this Agreement. We may update the terms of this Agreement from time to time, in that case We will post the updated terms. If you continue using the Services after the updated Agreement has been posted, you are deemed to have agreed to the updated terms.

c) Force Majeure. Except for payment obligations, neither party will be responsible for failure of performance due to causes beyond its reasonable control. Such causes include (without limitation) accidents, severe weather events, acts of God, labor disputes, actions of any government agency, epidemic, pandemic, shortage of materials, acts of terrorism, or the stability or availability of the Internet or connectivity outside of the control of a party.

d) Waiver. Failure to enforce any right under this Agreement will not waive that right.

e) Severability. If any provision of the Agreement is held by a court or other tribunal to be unenforceable, that provision will be enforced to the maximum extent permissible under applicable law and the other provisions of the Agreement will remain in full force and effect.

f) Legal Compliance. You will comply with all applicable laws and regulations related to your receipt and use of the Services. These laws include (without limitation): (a) privacy laws and regulations, (b) laws relating to the recording of communications and (c) anti-corruption laws. It is your sole responsibility to ensure you have the right to use all features of the Services in your jurisdiction. The Services may not be available in all countries and it may not be available for use in any particular location. We may modify or discontinue Services features to comply with applicable laws and regulations. Comcoin will comply with all applicable laws in the provision of the Services to you.

g) Governing Law and Jurisdiction. This Agreement shall be governed by Spanish law. The parties shall submit any conflict or dispute arising out of this Agreement to the courts and tribunals of Barcelona.

h) Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

i) Governing Language. This Agreement has been written in the English language, and the parties agree that the English version will govern.

j) Third Party Products. Sometimes when you use the Services, You may also use a service or purchase goods which are provided by another person or company. Your use of these other services or goods may be subject to separate terms between You and the Company or person concerned, and you agree that We shall have no liability or obligation relating to those services or goods. Comcoin do not exert any control over partners, retailers, merchants or other third parties, and as such is not liable or responsible for any actions taken or omitted by any such third party.

k) Notices. We may provide you with notice via email, regular mail and/or postings on our website. Notices to us should be sent to Currency Alliance, Plaça Francesc Macia, 2, 5 2A, 08021 Barcelona, Spain.

l) Entire Agreement. This Agreement constitutes the entire agreement [C1] [PR2] between Comcoin and You with respect to the Terms of Service and all prior oral or written agreements, representations or statements with respect to such subject matter are superseded hereby.


Comcoin General Use Policy

1. Use of the Software, services web portal, platform, services, application, (collectively “Services”) provided by Currency Alliance, SL (the “Company“ or “Comcoin”) is subject to this General Use Policy (“Policy”). If there is a conflict between this Policy and the applicable Agreement You have with Comcoin to obtain the Services (“Agreement”), the Agreement will prevail.

2. This Policy applies to anyone who uses the Services, including without limitation the legal entity or individual member of Comcoin´sLoyalty Programs Platform (“Members”), and any third party permitted by the Member to use or access the Services (“ End Users”). Members are required to inform End Users of this Policy. Members and End Users are referred to in this Policy as “You.”

3. Comcoin reserves the right to amend or modify this Policy at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we make, as they are legally binding on You. By using or accessing the Services, You are agreeing to this Policy.

4. You agree not to use, or encourage, promote, facilitate or instruct others to use the Services to:

× Commit or encourage fraudulent or other illegal activities in violation of any applicable law, regulation, legal agreement or Comcoin’s published policies.

× Infringe or misappropriate any copyright, trademark or other intellectual property, proprietary right, license right, or legal content protections.

× Use, store, share, host, copy, distribute, display, publish, transmit or send content that is or may be deemed offensive, inflammatory, hateful, defamatory, discriminatory, obscene, abusive, invasive of privacy, harmful to others, or otherwise objectionable.

× Access or probe any network, computer or communications system, software application, or network or computing device systems (“Systems”) without authorization, including but not limited to breaches, vulnerability scans or penetration testing.

× Attack, abuse, interfere with, surreptitiously intercept, or disrupt any users, Systems or services, including but not limited to Denial of Service (DoS), unauthorized monitoring or crawling, distribution of malware (including but not limited to viruses, Trojan horses, worms, time bombs, spyware, adware, or cancelbots).

× Distribute unwanted, unsolicited or harassing mass e-mail or other messages, promotions, advertising, or solicitations (“Spam”)

× Alter, forge or obscure mail headers or assume a sender’s identity without the sender’s express permission, nor collect replies to messages sent from another internet service provider if those messages violate this Policy or the acceptable use policy of that provider.

× Disable, interfere with, abuse, disrupt, intercept, circumvent or otherwise violate the security of the Services.

5. Comcoin has the right, but does not assume the obligation, to monitor and investigate violations of this Policy. Failure to comply with or breach of this Policy constitutes a material breach of the terms and conditions upon which You are permitted to use the Services, and at any time, may result in Comcoin taking any and all actions in its sole discretion and with immediate effect, up to and including:

× warnings;

× suspending or terminating access to the Services;

× removing or prohibiting access to content that violates this Policy;

× legal proceedings against You for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;

× further legal action against You; and/or

× disclosure of such information to law enforcement authorities as Comcoin reasonably feels is necessary or appropriate.

× Comcoin excludes and disclaims any liability for actions taken in response to breaches of this Policy. The responses described in this Policy are not exhaustive, and Comcoin may take any other action it reasonably deems appropriate.

6. We try to monitor and post content that you will find useful. If you find content with errors misleading, offensive or objectionable please bring that to our attention so that we can consider having it modified or removed. Additionally, the Site and Application content may contain and/or provide access to content by third parties including without limitation information, dialogues, opinions, stories, advice, statistical data, text, software, music, sound, photographs, graphics, video, messages, and other materials, whether publicly or privately posted to or e-mailed or otherwise transmitted through the Site or Application (“Third Party Content”). The third party from whom or which any such Third Party Content originates is solely responsible for it and Comcoin assumes no responsibility to verify, has no control or influence over, makes no representations regarding, and does not guarantee the accuracy, integrity or quality of any Third Party Content. Accordingly, Comcoin has no liability of any kind to You or any other person relating to any Third Party Content, including, without limitation, mistake, misstatement of law, omission, falsehood, defamation, obscenity, pornography, profanity, opinion, representation and any other content contained in the Third Party Content or for any loss or damage of any kind incurred as a result of the use of any Third Party Content. Statements of opinion and commentary in Third Party Content are those of the third party and, unless Comcoin expressly states in writing to the contrary, Comcoin neither endorses nor adopts as its belief any such statements. Comcoin may provide information in articles Comcoin posts or links to through the Website only for general informational purposes and not as professional advice. Comcoin has made no attempt to verify any information contained in any such articles.

7. As a convenience to You and other Site visitors, the Site may contain links to websites that are owned and/or operated by third parties that are not affiliated with Comcoin. When You uses these links, You will leave the Website and Comcoin will no longer be rendering the Services. You visit linked websites at Your own risk and it is your responsibility to take any protective measures to guard against viruses and other destructive elements. comcoin is not responsible for and, unless it expressly states otherwise in writing, makes no warranty or representation regarding and does not endorse any linked website or any service, product or information provided on or through the linked website.

8. Copyright Infringement.

Material available on the Site or through other websites may be protected by Spanish Copyright Laws and the terms of use of those websites govern Your use of that material. It is Comcoin’s policy, in appropriate circumstances and at its discretion, to disable and/or terminate the accounts of users who may infringe or repeatedly infringe the third parties or Comcoin´s copyrights or other intellectual property rights. If You believe that any of your intellectual property rights have been infringed or otherwise violated, please notify Comcoin as your earliest convenience about the infringement with a description of the copyrighted work or other intellectual property that You claim has been infringed.

9. Solicitation. You may not use the Site content in a manner that violates any law regulating commercial e-mail, facsimile transmissions or telephone solicitations.

10. Miscellaneous.

Each party shall pay its own costs and expenses in connection with this Agreement and its activities hereunder.

The rights and obligations of the parties under this Agreement shall be governed by the laws of Spain, without reference to conflict of law principles, and all disputes arising hereunder or in connection with this Agreement, the Site and/or the Application shall be resolved in the courts of Barcelona.

The relationship between the parties under this Agreement is that of independent contractors and neither shall be, nor represent itself to be, the joint venture, franchiser, franchisee, partner, agent or representative of the other party for any purpose whatsoever.

This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns, but shall not be assignable by You without Comcoin’s prior written consent.

If any provision of this Agreement is held to be unenforceable or invalid for any reason, or if any governmental agency rules that any portion of this Agreement is illegal or contrary to public policy, the remaining provisions, to the extent feasible, will continue in full force and effect with such unenforceable or invalid provision to be changed and interpreted to best accomplish its original intent and objectives.


Schedule A

Fees and Pricing

1. Nearly all services provided by Comcoin for the benefit of Members are provided free of charge. However, there may be some financial transactions which have a small fee applied - often by a 3rd party, such as the issuance of a plastic credit card.

2. If a merchant issues Comcoin to a person or business which is not a registered Member of the Comcoin program, we will attempt to get this person or business to register in order to claim their Comcoin value. However, if after six (6) months from the merchant´s granting of Comcoins, the person or business has not completed registration, the value of Comcoins will be forfeited.

3. If your account is inactive - no transactions have been posted - for three (3) years, Comcoin has a right to charge your account a “Dormant Account Service Charge” fee equal to 25% of the balance in the account on the third anniversary of your last transaction and we will continue charging such fee on each subsequent anniversary the account remains inactive. The minimum Dormant Account Service Charge is $50 (fifty US Dollars) per year. If an account has had no transaction activity for three years other than the Dormant Account Service Charge, and a balance of zero, Comcoin may close the account permanently at its discretion.