Toki Commerce Inc. ("Toki", "we", "us" and "our") offers various products and services to help merchants manage loyalty reward programs for their customers including online through the buildwithtoki.com platform (the "Platform") and the buildwithtoki.com website (the "Website").
Toki Commerce Inc. ("Toki", "we", "us" and "our") offers various products and services to help merchants manage loyalty reward programs for their customers including online through the buildwithtoki.com platform (the "Platform"), to help customers see and use their points (the "Wallet") and the buildwithtoki.com website (the "Website").
This Agreement applies to all users of our Services, including "Merchants" (organizations or individuals that use our Services to manage loyalty reward programs for their customers under a Selected Subscription Plan) and "Customers" (individuals that use our Services to understand and manage their loyalty points with one or more Merchants). References to "Users" means individual end users of the Services, including every employee, representative, consultant, contractor or agent of a Merchant, every Customer and every other end user.
"You" and "your" refers to you, if acting in your individual capacity, or the legal entity on whose behalf you are entering into this Agreement if you are acting on behalf of another legal person. If you are an individual entering into this Agreement in your personal capacity, including as a Customer or a Merchant that is a sole proprietor, or you are also a User. If you are a User acting on behalf of another legal person, such as a corporation, you represent that you have the power to bind that legal person. You will ensure compliance with this Agreement by each employee, representative, consultant, contractor or agent who uses the Services on your behalf. If you are a Merchant, that includes any User who creates an account associated with you ("Account").
While you may access the Services through another platform, such as a platform with which the Platform is integrated, this Agreement nonetheless applies to your use of our Services.
By accessing or using any Services offered by Toki, you accept and agree to be bound by and comply with this Agreement. If you do not agree to this Agreement, you are not permitted to access or use the Services.
We reserve the right in our sole discretion to amend this Agreement from time to time by publishing an amended version of this Agreement on the Website. All such amendments are effective immediately when published on the Website and apply to your continued access to and use of the Services. Your continued access to and use of the Services will be your acceptance of any such amendments.
Excluding Services which are available for free, you purchase the Services as a subscription through a Selected Subscription Plan. Subject to your compliance with this Agreement and your payment of all applicable fees, Toki authorizes you to access and use the Services during the subscription term ("Subscription Term") set out in your Selected Subscription Plan and any Services we expressly make available for free.
We provide online tools and materials through the Services to assist Merchants with the creation and management of Merchant's loyalty rewards program. However, these online tools, materials and any other information provided are for informational purposes only and are not guaranteed to be correct, complete or up-to-date and are not intended to provide legal, accounting, tax, or other professional advice. All decisions about the design, strategy and use of any program will be yours alone. There are laws that may apply to loyalty rewards programs in your jurisdiction. It is your responsibility to understand and comply with those laws.
In order to use the Platform and Wallet, each User must register and create an Account with Toki and provide certain information, which may include a name, email address, login username and password (collectively, "ID"). You are responsible for maintaining the confidentiality of the IDs and will not use the IDs of any third party, disclose your IDs to any third party or permit Users to share IDs. You are responsible for all activities, charges and liabilities made on or through your Accounts, whether authorized or unauthorized by you. If you suspect any unauthorized use with any Account or any use of an ID by anyone other than the applicable User, you must notify us immediately. You will ensure each of your Users provides correct and complete Account information at all times and you will inform us of any changes to the information your Users have provided.
The Services may be subject to usage limits and restrictions, which may be specified in a Selected Subscription Plan or published on the Services, including the locations at or through which you can access or use the Services, the number of allowable Users or number of recipients or customers, and usage volumes (collectively, "Usage Limits"). It is your responsibility to ensure that you do not exceed those Usage Limits. We may add, remove or change Usage Limits by providing notice to you.
You are responsible for obtaining and maintaining all telecommunications, broadband, computer hardware, software, equipment and services needed to connect to, access and use the Services.
We reserve the right in our sole discretion to modify any part of the Services at any time for any reason, or no reason, including by changing, withdrawing or terminating, limiting or expanding a Service or any features or functionalities on the Services, without any notice or liability to you.
You will pay all fees set out in your Selected Subscription Plan ("Service Fees"). All Service Fees are non-cancellable and non-refundable and are based on the Subscription Plan purchased and, unless otherwise noted, not actual usage. You are not entitled to any refund in the event of unused Services, including where we terminate or modify the Services for any reason.
All Service Fees, expenses and other amounts payable to Toki under this Agreement are exclusive of any sales, use, value added, excise, or other applicable taxes, tariffs or duties ("Taxes"), payment of which will be your sole responsibility, even if such amounts are not listed on a Selected Subscription Plan. You will promptly reimburse Toki for any Taxes that Toki pays on your behalf, unless you provides satisfactory documentation that such Taxes are not applicable to you.
We have the right, but not the obligation, to monitor or remotely audit your use of the Services, and extra charges will apply if you exceed any Usage Limits at our then-current usage fees.
Unless otherwise set out in a Selected Subscription Plan, or another agreement, Service Fees are payable in advance of the first day of the Subscription Term. You will pay all Service Fees, expenses and other amounts payable to Toki under this Agreement in the currency as set out in the Selected Subscription Plan, or another agreement, without set-off or deduction. While we may offer third party payment service options, we are not liable or responsible for such third party payment services or their providers in any way.
The Services contains information and data (including text, images, photos, videos, audio and documents) owned or licensed by Toki, its suppliers, or licensors ("Toki Content"). The Services and Toki Content may be protected by copyright, trademark, patent, trade secret and other laws, and, as between you and Toki, Toki owns and retains all title, interest and right, including all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world in and to the Services and Toki Content.
The Services in your Selected Subscription Plan are for the Subscription Term only, and are not sold to you. You are authorized to use the software code provided by us to you for use on your website for the purpose of using the Services only. All rights not expressly granted to you in this Agreement are reserved and retained by us. You may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, use or sell any Toki Content.
You must not modify, build upon or block any portion or functionality of the Services. No Services, nor any part of any Services, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express written consent.
You will not do any of the following or permit anyone else to do the following, and will prevent any of your Users from doing the following: (i) license, sub-license, sell, transfer, distribute or share the Services or Toki Content or make any of them available for access by third parties; (ii) create derivative works based on or otherwise modify the Services or Toki Content; (iii) disassemble, reverse engineer or decompile the Services or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or any software, documentation or data related to or provided with the Services; (iv) access the Services or Toki Content in order to develop a competing product or service; (v) use the Services or Toki Content to provide a service for others; (vi) use the Platform to operate more or different type of applications than permitted under the applicable Selected Subscription Plan; (vii) remove or modify a copyright or other proprietary rights notice on or in the Services or documentation; (viii) use a computer or computer network to cause physical injury to the property of another; (ix) violate any applicable federal, provincial, local or international statutes, codes, rules, regulations, by-laws, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, policies, guidelines, or any provisions of the foregoing, including general principles of common and civil law and equity ("Applicable Law"); (x) disable, hack or otherwise interfere with any security, digital signing, digital rights management, verification or authentication mechanisms implemented in or by the Services; (xi) include, send, store or run software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs from the Services; (xii) cause a computer to malfunction, regardless of how long the malfunction persists; (xiii) alter, disable, or erase any computer data, computer programs or computer software without authorization; (ix) interfere with, disrupt or undermine the security or the operation of the Services, Platform or Website; or (x) interfere with, disrupt or undermine anyone's use or enjoyment of the Services, Platform or Website.
If you, your Users or your customers send information to us, for example feedback, comments or suggestions, you grant us a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, non-exclusive, sublicensable and transferable license to use, host, run, reproduce, process, adapt, translate, modify, publish, transmit, distribute and display this information and incorporate this information into our products and Services. You also agree to waive all moral rights in and to that information and obtain waivers or moral rights from your Users and customers.
You may create, record, submit, publish and use ("submit") text, images, photos, videos, audio and documents ("User Content") through the Services. You are exclusively responsible for all User Content and the consequences of submitting User Content through the Services. We do not verify the accuracy, quality, content or legality of User Content. We may, but are under no obligation to, review, analyze, filter, edit, block or remove any User Content. We are not responsible for preventing or identifying infringement of intellectual property rights or non-compliance with Applicable Laws. Toki will not be liable, directly or indirectly, in any way for any damage or loss caused or alleged to be caused by or in connection with User Content.
You are responsible for obtaining all necessary consents, licenses and waivers required to use the Services, including submit User Content through the Services. These may include consents, licenses and waivers from copyright, trademark and other intellectual property owners, and any other individuals involved in creating User Content.
If you are a Merchant, Toki may acquire electronic data pertaining to you, your Users and your customers that is uploaded or provided to the Services by you, your Users and your customers and all personal information of your Users and customers of which you are the controller under privacy and data protection laws ("Merchant Data"). You are solely responsible for obtaining all necessary rights, releases and consents (including consents from individuals under privacy and data protection laws) from your customers and other third parties to allow your Merchant Data to be collected, used and disclosed in the manner contemplated by this Agreement and to grant Toki the rights set out in this Agreement. We rely on you to obtain all consents from, and provide all disclosures to, your customers as required under Applicable Law. By using the Services, you represent and warrant to Toki that you have obtained all necessary rights, releases and consents from your customers, Users and other third parties to allow your Merchant Data to be collected, used and disclosed in the manner contemplated by this Agreement and for the operation of the Services and to grant us the rights set out in this Agreement.
As between you and Toki, you retain all right, title and interest in and to the User Content you submit through the Services. By submitting User Content through the Services, you grant us a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, non-exclusive, sublicensable and transferable license to use, host, run, reproduce, process, adapt, translate, modify, publish, transmit, distribute and display User Content in connection with the Services. Without limiting the foregoing, this license includes permitting us to: (i) deliver User Content in accordance with the preferences set by the Merchant using the Services; (ii) secure, encode, reproduce, host, cache, route, reformat, analyze and create algorithms and reports based on access to and use of User Content; (iii) use, enhance, personalize, exhibit, broadcast, publish, publicly display, publicly perform, distribute, create derivative works of, promote, copy, store, and/or reproduce (in any form) User Content on or through the Services; (iv) use User Content to test Toki's internal technologies and processes; and (v) use User Content to provide our services to other users and organizations, including using your User Content to provide the Wallet to Customers.
You also grant us, and allow us to grant each customer or other user of the Services, a non-exclusive license to view User Content through the Services. We reserve the right to retain (but not display, distribute or publish) server copies of User Content that have been removed or deleted from the Services.
You represent and warrant that: (i) you own or have the necessary licenses, rights, consents and permissions to use and publish the User Content you submit; (ii) the uploading of your User Content on the Service and the licenses granted to Toki under this Agreement do not and will not violate the rights of any person; and (iii) no payments of any kind shall be due by Toki to any person for the use or distribution of User Content.
Some content is prohibited when accessing or using the Services. You agree that you will not upload or use in connection with the Services any prohibited content including content that:(i) contains graphic or gratuitous violence; (ii) conveys a message of hate against any individual or group; (iii) encourages or glorifies illegal drug use; (iv) is predatory in nature, or is submitted for the purpose of harassment or bullying; (v) is highly repetitive and/or unwanted including "Spam" messages; (vi) promotes or incites racism, bigotry, hatred or physical harm of any kind against any group or individual; (vii) constitutes or promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; (viii) furthers or promotes criminal activity or provides instructional information about illegal activities; or (ix) violates or attempts to violate the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person. We reserve the right to investigate and take appropriate action against anyone who, in our sole discretion, violates these provisions including removing the offending content without prior notice, terminating or suspending your Accounts or access to the Services and/or reporting such content or activities to law enforcement authorities.
We may preserve, disclose or store User Content and Merchant Data if required to do so by Applicable Law or in the good faith belief that such preservation, disclosure or storage is reasonably necessary to: (i) comply with legal processes; (ii) comply with this Agreement; (iii) respond to claims that any User Content or Merchant Data violates the rights of any person; or (iv) protect the rights, property, or personal safety of Toki, customers and the public.
If you are a Merchant, you grant us a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, non-exclusive, sublicensable and transferable license to anonymize and aggregate metrics and data related to the User Content and Merchant Data and all other use of the Services ("Anonymized Aggregated Data"), provided that the Anonymized Aggregated Data cannot be used to identify Merchant or Merchant's Users, customers, personnel or any other identifiable individual.
You agree that Toki: (i) has full ownership over Anonymized Aggregated Data; (ii) has full license to create derivative works and extract information from Anonymized Aggregated Data; (iii) may use Anonymized Aggregated Data to deliver, modify, update, correct and improve the Services or for any other purposes; and (iv) may disclose, sell and publish Anonymized Aggregated Data to any party through any means.
You represent and warrant that your use of the Services will comply with all Applicable Laws. It is your responsibility to determine whether the Services meets your obligations under any Applicable Law. Toki will not be liable if the Services do not meet your requirements under Applicable Law.
If you are a Merchant, part of your compliance with Applicable laws includes your compliance with privacy, data protection and anti-spam laws. You represent and warrant to Toki that:
You acknowledge that we have your prior written authorization to respond, at our discretion, to any data subject access requests we receive from your contacts made under privacy or data protection laws, or, alternatively, we may direct any such contacts to you so that you can respond to the request accordingly.
If you are a Merchant, to the extent any personal information you process in connection with your use of the Services is subject to the California Consumer Privacy Act of 2018 ("CCPA"): (a) Toki is the service provider and Merchant, or its affiliate, is the business; (b) Toki will not sell such personal information (as "sell" is defined in the CCPA); (c) Toki will not retain, use or disclose such personal information except to provide the Services (which may include us retaining backup copies for a reasonable period of time) or as otherwise set out in this Agreement; (d) Toki will not retain, use or disclose such personal information outside of the direct business relationship between Toki and Merchant; and (e) toki certifies that it understands and will comply with the foregoing restrictions. Nothing in the foregoing restricts Toki from collecting, using or disclosing personal information where permitted or required by laws applicable to Toki, including collecting personal information from Customers.
Toki will implement appropriate technical and organizational measures to protect User Content (including personal information), taking into account the cost of implementation and the nature, context, scope and purposes of the processing. However, you understand that use of the Services necessarily involves transmission of the Merchant Data or the User Content over networks that are not owned, operated or controlled by us, and we are not responsible for any of your Merchant Data or User Content lost, altered, intercepted, copied or stored across such networks. We cannot guarantee that our security procedures will be error-free, that transmissions of your Merchant Data or User Content will always be secure or that unauthorized third parties will never be able to defeat our security measures or those of our Third-Party Service providers.
The Services are provided by us from data center facilities from which you have remote access via the internet, in conjunction with certain offline components provided by us under this Agreement. We may use third party service providers to provide limited parts of the Services from time to time, including data storage and processing, and you consent to us subcontracting these services to those third parties.
If you become aware of any security breach in the Services, such as a loss or unauthorized use, disclosure of personal information in association with the services, you will promptly notify us. If you are a Merchant, Toki will notify you without undue delay on learning of an incident involving any loss of or unauthorized access to or disclosure of any personal information of which you are the controller. You will provide us with all reasonable assistance we request in the case of a security breach.
Your access to Services may be occasionally suspended or restricted to allow for repairs, maintenance or the introduction of new facilities or services. Due to the nature of technical outages, we cannot guarantee notice prior to unplanned outages. We will not be held responsible for any delay or failure to comply with our obligations under these conditions if the delay or failure arises from any cause which is beyond our reasonable control.
The Services contain features or functionalities designed to interact and/or integrate with software, applications or services that are provided by third parties ("Third-Party Services"). To use these features or functionalities, you may be required to access or purchase Third-Party Services.
If you access or purchase Third-Party Services, you grant: (i) us access to any accounts you have with such Third-Party Services and permission to share your Merchant Data and User Content with the Third-Party Service provider; and (ii) them permission to access or otherwise process your Merchant Data and use your User Content as required for the operation of the Third-Party Services. The Third-Party Service provider may import or export data related to your Accounts, activity and/or content and otherwise gather data from you and your customers. We are not responsible for disclosure, use, change to or deletion of your Merchant Data and User Content and will not be liable to you or any third party for access to your Merchant Data or User Content by Third-Party Services.
YOU UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES, CONDITIONS, REPRESENTATIONS OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THAT WE DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY, TITLE, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, TOKI DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES NOT SET OUT IN THE DOCUMENTATION, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You shall indemnify, defend and hold harmless Toki and its affiliates, parents, subsidiaries, licensors and partners and our and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors and assigns ("Indemnified Entities") from and against any claim, demand, or proceeding brought by a third party against Toki or its Indemnified Entities relating to (i) User Content or Merchant Data; (ii) actual or alleged violation of this Agreement; (iii) actual or alleged violations of Applicable Law, including any violations of your obligations of privacy to any person; or (iv) violations of your obligations to your customers relating to your loyalty reward program (such as reward points of your customers) as may be managed by the Services.
TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL TOKI, OR ITS INDEMNIFIED ENTITIES BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER FOR ANY: (I) LOSS OF USE, LOST PROFITS, LOST REVENUE, BUSINESS INTERRUPTION, OR COSTS OF PROCURING SUBSTITUTE SOFTWARE OR SERVICES; (II) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA; OR (III) CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, AGGRAVATED, PUNITIVE OR EXEMPLARY DAMAGES. IN NO EVENT WILL TOKI BE LIABLE FOR ANY THIRD-PARTY SERVICES, ACTIVITIES OF THIRD PARTIES, ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET, OR FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING, THEFT OR OTHER UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES OR YOUR ACCOUNTS OR THE INFORMATION CONTAINED IN YOUR ACCOUNTS, INCLUDING USER CONTENT.
IN NO EVENT WILL TOKI OR ITS INDEMNIFIED ENTITIES BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, IN THE AGGREGATE, FOR AN AMOUNT EXCEEDING THE LOWER OF: (I) 100$ USD; AND (II) THE FEES ACTUALLY PAID OR PAYABLE BY YOU TO TOKI FOR THE SERVICES IN THE MONTH IMMEDIATELY PRECEDING THE DATE ON WHICH THE DAMAGES AROSE.
THE EXCLUSIONS AND LIMITATIONS OF LIABILITY IN THIS SECTION APPLY NOTWITHSTANDING: (I) THE APPLICABLE LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, (II) WHETHER THE APPLICABLE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES; AND (III) ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OR LIMITATION OF LIABILITY.
This Agreement will commence on the date you, or any of your Users, first access the Services and will terminate when Toki provides you with written notice that it is terminating this Agreement. Where a Subscription Term renews in accordance with your Selected Subscription Plan, it will be at the Service Fees or any increased rate provided that Toki has given you notice of such increase no less than 60 days prior to the renewal date. You may terminate the Selected Subscription Plan, or decline to renew the Subscription Term, in accordance with the terms thereof. Where there is no renewal process or term set out in your Selected Subscription Plan, the Subscription Term will be for a period of one month and will automatically renew for successive periods of one month each, unless you notify us that you do not wish to renew at least two weeks prior to the end of the then-current term, unless otherwise stated in your Selected Subscription Plan.
We reserve the right to immediately suspend your access to or terminate the Services in our sole discretion, including where you breach this Agreement or Applicable Law or fail to pay fees when due.
Upon expiration or other termination of the Selected Subscription Plan for any reason, your right to access and use the Services described in the Selected Subscription Plan will terminate.
At the end of the Subscription Term, if you are a Merchant, you will be entitled to extract certain Merchant Data of your customers, such as name and points balance, for a period of 48 hours following termination. The Merchant Data will be in a format determined by Toki. Following this period, Toki will have the right to delete all User Content and Merchant Data at any time and cancel your Accounts with us. Archived versions of the Services may include archived copies of User Content and Merchant Data, which may be retained by us for an archive cycle.
You hereby grant Toki a license to display, reproduce, and use your name and logo for promotional and marketing purposes.
We will not be responsible for failure or delay in our performance under this Agreement due to causes beyond our control, including labor disputes, strikes, wars, riots, terrorism, criminal acts of third parties, acts of God or governmental action.
Except as expressly provided in this Agreement, the rights and remedies of both parties are not exclusive and are in addition to any other rights and remedies provided by law or at equity.
This Agreement represents the entire understanding between the parties with respect to the subject matter of this Agreement.
You will execute such documents and perform such acts as may be necessary to give full effect to this Agreement.
You may not assign this Agreement, nor any of the rights or obligations arising thereof, in whole or in part, to any third party without our prior written consent. This Agreement is binding on and will endure to the benefit of the parties and their respective permitted successors and assigns. We may assign this Agreement, in whole or in part, including any rights or obligations under this Agreement, in our sole discretion.
A waiver of any term of this Agreement is effective only if it is in writing and signed by Toki and is not a waiver of any other term. If any term of this Agreement is found to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect, invalidate or render unenforceable: (i) any other term of this Agreement; or (ii) the same term in any other jurisdiction.
In the event of any conflict between the main body of this Agreement and Selected Subscription Plan, as applicable, the main body of this Agreement will govern.
This Agreement is governed by and is to be construed in accordance with the laws of Delaware and the federal laws of the United States applicable therein. You will bring any action or proceeding arising from or relating to this Agreement only in the courts located in Delaware and you irrevocably submit to such exclusive jurisdiction and venue. Each party waives all rights it may have to a trial by jury in any legal proceeding arising out of or related to this Agreement.
Nothing in this Agreement will be deemed to constitute either party as the agent or representative of the other party, or both parties as joint venturers or partners for any purpose.
The Services are controlled, operated and administered by Toki (or its licensees) from its offices within Canada and is not intended to subject Toki to the laws or jurisdiction of any state, country or territory other than those of Canada. Those who choose to access the Services do so on their own initiative and at their own risk, and are responsible for complying with all local laws, rules and regulations. You are also subject to Canadian export controls and are responsible for any violations of such controls, including without limitation any Canadian embargoes or other federal rules and regulations restricting exports. Additional charges such as customs, fees, taxes, and import duties are your responsibility. We may limit the availability of the Services, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.
In this Agreement: (i) the words "include", "includes" and "including" are not limiting; (ii) the word "or" is not exclusive; (iii) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (iv) headings and captions are not considered part of the Agreement but are for convenience only. If you have any questions about this Agreement or if you wish to provide any feedback with respect to the Services, please contact us at: email@example.com.
Update Effective as of: June 23, 2022
What This Notice Covers
This notice applies to all personal information that we collect, use, disclose and store when you apply for a job with Toki or access our services. Our services include the Toki wallet, which allows you to view your reward points across multiple merchants. When you create a Toki wallet, the information you provide to Toki will be subject to this notice, including any reward points information that Toki obtains from merchants in connection with your wallet. “Toki” includes Toki Inc. and any related companies anywhere in the world.
What This Notice Does Not Cover
In some situations, we may rely on exemptions or other permitted conduct under applicable laws, including to collect, use, disclose or store personal information for purposes not described in this notice. We provide services to merchants in many jurisdictions and privacy practices may be adopted to address the specific privacy requirements of particular jurisdictions. If you are unsure if or how this notice applies to you, contact us.
Please note that we may update this notice from time to time to reflect changes in our privacy practices by providing you with notice of the changes. Notice includes but is not restricted to posting a link to the new notice, posting a new notice at buildwithtoki.com/privacy-policy, or sending you a link to the new notice via contact information you have provided to us. Such changes will be effective with respect to your use of Toki’s services after Toki has given notice of the changes. Please review this notice periodically to see whether it has been updated. Any use of Toki’s services by you after we provide notice constitutes your acceptance of those changes.
Much of the personal information we process is necessary to provide our services and meet our contractual obligations. In most other situations, we rely on our legitimate interest (which, in some countries, would be “implied consent” or a legal exception to the consent requirement, such as where the processing is to prevent fraud). The specific purposes for which we process personal information include to:
While not stated as a purpose below, we may also use any personal information:
Category of Information Collected
Examples of Information Collected
Customers of Our Merchants
Emails and other communications you send us, such as if you ask us a question about a merchant or raise a concern about a merchant
The type of stores you shop at, your budgets, what your favorite store is and similar preferences
Promote our services and our merchants to you based on your preferences
Name, email address, mailing address, city, etc.
Promote our services and our merchants to you; communicate with you
Purchase orders and other reward point earning events provided by you or a merchant
Providing our services to merchants, including managing loyalty program; provide services to you, including displaying your reward points to you
Merchants and Their Users
User Account Information
Name, contact information, account usage details, passwords
All purposes set out above.
Emails and other communications you send us, including whether your click on links or open emails
Communicate with you; administer, manage, test and improve our services; market and advertise our services
When users log in, how long they log in, what they do in their account
See Tracking Technologies (Cookies, Web Beacons, location, browser type, IP address, etc.).
Website / Support Service Users
Emails and other communications you send us, including whether you click on links or open emails, and including contact information used for communications
Communicate with you; administer, manage, test and improve our services; market and advertise our services
When you access the website, what device you use, where you are located (based on IP address), and which pages you visit and for how long
Administer, manage, test and improve our services; market and advertise our services
Employees / Contractors / Applicants
Emails and other communications you send us, including whether you click on links or open emails, and including contact information used for communications
Communicate with you
Your job application, resume, information provided by your references and our evaluation of you
Consider your application; in relation to your employment or engagement with us (if hired)
We do not sell your personal information to third parties (as "sell" is defined in California law). A "sale" would not include a situation where someone is buying all or part of our business (as is explained further below).
We share your personal information with our employees, contractors, consultants and other parties such as affiliates and third party companies that assist us in providing our services, including marketers, customer support and hosting services. Below is a non-exhaustive list of the third parties that may have access to personal information under our control.
Provide you with news and marketing, including customizing our advertisements
Track your service issues and improve our services; provide answers and solutions to your queries and concerns
Hosting and Similar Service Providers
Help us provide our services
E-commerce Platforms and Merchants
Help us provide our services
Tracking your use of our services in order to improve our services
The following table outlines recipients to whom we may disclose your personal information, as well as the purpose of such disclosure. When we disclose your personal information, we cease to control it, and the recipient’s policies and procedures will apply. Where required by law, we will obtain your consent before disclosure.
We may provide analytics data and information about your use of Toki’s services to relevant merchants.
Third Parties Acquiring or Proposing to Acquire Toki
Where third parties acquire or propose to acquire all or a substantial part of our operations or any of our affiliates or subsidiaries, including by merger or acquisition, amalgamation, corporate reorganization or restructuring or a sale of assets, including as part of the related due diligence
Law Enforcement / Legal Proceedings
Where we believe release is appropriate to comply with applicable laws or regulations, enforce our policies, or protect our or others' rights, property or for safety
Will My Personal information Leave the Country?
We may disclose personal information to third parties both in and outside of your country, and as result, your personal information may be collected, used, disclosed or stored in another country, including Canada and in the United States of America. Laws relating to privacy vary between countries, and your personal information may be processed in a country with less stringent than the laws in your country. Personal information may be accessible to governments, courts, or law enforcement, national security authorities or and regulatory agencies of these countries in accordance with applicable laws.
Cookies – Our website uses session cookies, which are deleted when you exit your browser, for the functioning of our website. We also use stored cookies, which stay on your computer, to analyze your use of the website and remember your preferences. You can read about cookies at allaboutcookies.org.
IP – Our website also obtains your IP address and browser type, which we keep for 24 months.
Web beacons - We use web beacons in our emails to know when you read / opened the email and when you clicked on the link.
"Do Not Track (DNT) Signals" – Although we would like to honor browsers set with DNT signals, at this time, our website do not respond to DNT signals or other mechanisms that might enable users to opt out of IP address tracking. For more information about DNT signals, please visit allaboutdnt.com.
Depending on where you are located and subject to applicable laws, you may have the right to request to access, correct or erase your personal information, object to our processing of your personal information, requests restriction of your personal information in our control or withdraw or change your consent to how we process your personal information, by contacting us at firstname.lastname@example.org. Keep in mind that merchants control much of the personal information processed by Toki, so you may need to direct your request to the merchant with whom you have a relationship.
As a security measure, our Privacy Officer may request specific information from you in order to verify your identity prior to granting any requests. If we cannot respond to your request promptly or have to refuse the request, we will advise you of the reasons, subject to any legal restrictions. If you disagree with our determination, you may complain to us and we will reconsider. If you are not satisfied with our ultimate determination, you may contact your local data protection authority or privacy commissioner. In addition, the personal information may have been destroyed, erased or made anonymous in accordance with our record retention obligations and practices.
If you want to designate someone to exercise your rights on your behalf, please send your designation request using the email associated with your account, if you have one, or that you have otherwise provided to Toki. We are not otherwise able to verify your identity.
Where permitted by law, we may refuse or charge a fee for repeat, abusive or inappropriate requests.
We only store personal information as long as necessary to fulfill the purposes for which the personal information was collected, to conduct our business operations and maintain an appropriate historical record of our relationship with you, or in order to comply with applicable laws, whichever is longer, after which time the personal information is destroyed or erased. We may, instead of destroying or erasing your personal information, make it anonymous such that it cannot be associated with, or tracked back to, you.
We take steps to maintain physical, technical and procedural safeguards that are appropriate to the sensitivity of your personal information. These safeguards are intended to prevent your personal information from loss and unauthorized access, copying, use, modification or disclosure. However, the internet is not a secure environment and no computer system is perfectly secure. As such, we cannot guarantee the security of personal information provided to us through electronic means: there is always a risk that your personal information may be accessed or used without authorization.
Will We Use Your Personal Information to Contact You?
Toki and its marketing partners and sponsors may use your personal information to send you emails periodically listing promotions or events relating to Toki’s services. You may opt-out of receiving such promotional emails by sending an email to email@example.com or following the instructions in such correspondence. Once Toki has processed your opt-out request, we will no longer send you promotional emails unless you opt back in to receiving such communications. Toki does not control mailing lists maintained by merchants.
What Personal information Do We Collect from Children?
We only collect, use, disclose and store personal information of children under the age of 13 with the consent of a parent or guardian. If you believe that a child under 13 may have provided us with personal information without the consent of a parent or guardian, we request that you contact us immediately.
What Personal information Do We Collect from Third Parties?
We may collect personal information about you from a third party. In such cases, the third party providing that personal information to us is responsible for obtaining your consent or another lawful basis for such disclosure.
For example, if you provide your personal information to another Toki user, such as a merchant, as part of accessing and using Toki’s services, that personal information may be collected by us, or other third parties, as we and others are the service provider of such users. The collection, use, disclosure and storage of such information will be subject to the privacy policies of such other Toki users. We recommend that you review the privacy policies of those Toki users prior to providing any personal information.
Do We Collect Personal Information About Third Parties from You?
You may have the opportunity to communicate with others that use Toki’s services, such as by sending an invitation to a third party. If you choose to take advantage of this functionality, we may ask you to provide us with certain information about the person with whom you wish to communicate, such as their name and email address. By providing us with this information, you confirm that you have obtained their consent to collect, use and disclose their personal information in this manner.
We collect such information for the purposes of facilitating the requested communication, which may contain a specific promotional message from you. Unless we explicitly say otherwise, we will not use this personal information for other marketing purposes without first obtaining consent from the subject of the personal information. Please be aware that when you use any invitation functionality on the services, your email address, name or username and message may be included in the communication sent to you.
What Personal information Do Third Parties Collect from Us?
As a convenience to you, Toki’s services may contain links to third party websites, applications or services, or integrate with other third party platforms that collect personal information from you. Such third party services may include payment processors that collect personal information in order to facilitate your purchase of certain services. While we try to link only to third party services that share our commitment to protecting your privacy, we are not responsible for the privacy practices or content of third party services. We recommend that you review the privacy policies of those third party services prior to use.
What is Required of Merchants?
If you wish to make a complaint about how we have handled you personal information or you believe that we have breached this notice or applicable laws, you may file a complaint by contacting us at firstname.lastname@example.org.
Any other questions regarding this notice or any other privacy-related concerns, such as requests to withdraw consent, access our records of personal information or to change or erase personal information can also be addressed to our Privacy Officer.
What if I have a Complaint about a Merchant?
If you have a question, comment or complaint about a merchant, please contact the merchant directly. If the merchant is not responsive, you may direct your question, comment or complaint to us, but we cannot guarantee we will be able to address it.
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