Terms of Service

1. Introduction and Acceptance

These Terms of Service ("Terms") constitute a legally binding agreement between you and BUDMORE PTY LTD (ABN 49 640 917 362, ACN 640 917 362), a company registered in the Australian Capital Territory, Australia ("Company", "we", "us", or "our").

By accessing or using our digital loyalty platform, wallet pass services, website, mobile applications, APIs, or any related services (collectively, the "Services"), you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy.

If you are entering into these Terms on behalf of a business or other legal entity, you represent that you have the authority to bind such entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use the Services.

2. Description of Services

Cockato provides a software-as-a-service (SaaS) platform that enables businesses ("Merchants") to create, manage, and distribute digital loyalty programs and wallet passes to their customers ("End Users"). Our Services include:

• Creation and management of digital loyalty cards, stamp cards, and membership passes
• Integration with Apple Wallet and Google Wallet for pass distribution
• Customer engagement tools including push notifications and location-based alerts
• Analytics and reporting on loyalty program performance
• APIs for integration with third-party systems
• White-label solutions for enterprise customers

We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time, with reasonable notice where practicable.

3. Account Registration and Responsibilities

3.1 Account Creation

To access certain features of the Services, you must register for an account. When registering, you agree to provide accurate, current, and complete information about yourself and your business, and to update such information to keep it accurate, current, and complete.

3.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to immediately notify us of any unauthorized use of your account or any other breach of security via our Contact page.

3.3 Account Requirements

You must be at least 18 years of age or the age of legal majority in your jurisdiction to create an account. Business accounts must be registered by an authorized representative of the business entity.

4. Subscription Plans and Billing

4.1 Subscription Plans

We offer various subscription plans with different features, limitations, and pricing. The specific terms of your subscription, including pricing and features, are set forth on our pricing page and in your order confirmation.

4.2 Payment Terms

All fees are quoted and payable in Australian Dollars (AUD) unless otherwise specified. You agree to pay all fees associated with your subscription plan. Payment is due in advance on a monthly or annual basis, depending on your selected billing cycle.

4.3 Taxes

All fees are exclusive of applicable taxes, including Goods and Services Tax (GST) for Australian customers. You are responsible for paying all applicable taxes.

4.4 Refunds

Except as required by Australian Consumer Law or other applicable consumer protection laws, all fees are non-refundable. We may, at our sole discretion, provide refunds or credits in certain circumstances.

5. Permitted Use and Restrictions

5.1 Permitted Use

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes in accordance with your subscription plan.

5.2 Restrictions

You agree not to:

• Use the Services for any unlawful purpose or in violation of any applicable laws or regulations
• Attempt to gain unauthorized access to the Services or related systems
• Interfere with or disrupt the integrity or performance of the Services
• Reverse engineer, decompile, or disassemble any aspect of the Services
• Resell, sublicense, or redistribute the Services without our prior written consent
• Use the Services to send spam, phishing messages, or other unsolicited communications
• Upload or transmit malware, viruses, or other harmful code
• Use the Services in a manner that infringes the rights of any third party
• Create fraudulent or misleading loyalty programs

6. Intellectual Property Rights

6.1 Our Intellectual Property

The Services, including all software, content, features, functionality, designs, and documentation, are owned by us or our licensors and are protected by copyright, trademark, patent, trade secret, and other intellectual property laws. Nothing in these Terms grants you any right, title, or interest in the Services except for the limited license granted herein.

6.2 Your Intellectual Property

You retain all rights in any content, data, branding, logos, or materials that you upload or submit to the Services ("Your Content"). By uploading Your Content, you grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, and display Your Content solely for the purpose of providing the Services to you.

6.3 Feedback

If you provide us with any feedback, suggestions, or ideas regarding the Services, you grant us an irrevocable, perpetual, royalty-free license to use and incorporate such feedback without any obligation to you.

7. User-Generated Content

You are solely responsible for all content you create, upload, or distribute through the Services, including loyalty program designs, branding materials, and communications to End Users. You represent and warrant that:

• You own or have the necessary rights to use and authorize us to use Your Content
• Your Content does not infringe or violate the rights of any third party
• Your Content complies with all applicable laws and regulations
• Your loyalty programs are accurate and not misleading to End Users
• You will honor all rewards and benefits promised through your loyalty programs

We reserve the right to remove or disable access to any content that we determine, in our sole discretion, violates these Terms or is otherwise objectionable.

8. Data Processing and Privacy

Our collection, use, and disclosure of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

8.1 Merchant as Data Controller

For End User data collected through your loyalty programs, you act as the data controller and we act as the data processor. You are responsible for ensuring that your collection and use of End User data complies with all applicable privacy laws.

8.2 Data Processing Agreement

Upon request, we will enter into a Data Processing Agreement that complies with the requirements of the General Data Protection Regulation (GDPR) and other applicable data protection laws.

9. Third-Party Services

The Services integrate with third-party platforms and services, including but not limited to:

• Apple Wallet: Digital passes distributed to Apple devices are subject to Apple's terms and conditions. Apple, Apple Wallet, and the Apple logo are trademarks of Apple Inc.
• Google Wallet: Digital passes distributed to Android devices are subject to Google's terms of service. Google, Google Wallet, and the Google logo are trademarks of Google LLC.
• Payment Processors: Payments are processed by third-party payment providers subject to their terms of service.

We are not responsible for the acts or omissions of any third-party services, and your use of such services is at your own risk.

10. Service Availability and Support

10.1 Availability

We strive to maintain high availability of the Services but do not guarantee uninterrupted access. We may perform scheduled maintenance with reasonable advance notice where possible.

10.2 Support

Support services are provided in accordance with your subscription plan. Support requests can be submitted through our Contact page.

11. Limitation of Liability

11.1 Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

11.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES.

11.3 Maximum Liability

OUR TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED AUSTRALIAN DOLLARS (AUD $100).

11.4 Consumer Law Rights

Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the Australian Consumer Law or any other applicable consumer protection law that cannot be excluded, restricted, or modified by agreement.

12. Indemnification

You agree to indemnify, defend, and hold harmless us and our officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of the Services; (b) Your Content; (c) your loyalty programs and dealings with End Users; (d) your violation of these Terms; or (e) your violation of any applicable law or the rights of any third party.

13. Termination

13.1 Termination by You

You may terminate your account at any time by canceling your subscription through your account settings or by contacting us through our Contact page.

13.2 Termination by Us

We may suspend or terminate your access to the Services immediately and without notice if: (a) you breach these Terms; (b) you fail to pay fees when due; (c) we are required to do so by law; or (d) we cease to offer the Services.

13.3 Effect of Termination

Upon termination: (a) your right to use the Services will immediately cease; (b) we may delete your account and data after a reasonable period; (c) you remain liable for all fees incurred prior to termination; and (d) provisions that by their nature should survive termination shall survive.

14. Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of the Australian Capital Territory, Australia, without regard to its conflict of law principles.

Subject to any rights you may have under applicable consumer protection laws, any dispute arising out of or relating to these Terms or the Services shall be submitted to the exclusive jurisdiction of the courts of the Australian Capital Territory, Australia.

15. Dispute Resolution

Before initiating any legal proceedings, you agree to first contact us through our Contact page to attempt to resolve the dispute informally. We will endeavor to resolve disputes in good faith within thirty (30) days.

If we are unable to resolve the dispute informally, either party may pursue formal legal remedies in accordance with the governing law and jurisdiction provisions above.

16. Changes to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our website and, where appropriate, by email to your registered email address.

Your continued use of the Services after the effective date of any changes constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Services and terminate your account.

17. General Provisions

17.1 Entire Agreement

These Terms, together with our Privacy Policy and any other agreements expressly incorporated by reference, constitute the entire agreement between you and us regarding the Services.

17.2 Severability

If any provision of these Terms is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions will remain in full force and effect.

17.3 Waiver

Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

17.4 Assignment

You may not assign or transfer these Terms or your rights under these Terms without our prior written consent. We may assign these Terms without restriction.

18. Contact Us

If you have any questions about these Terms of Service, please contact us through our Contact page.