Terms of Use

Welcome to Walopass. These Terms of Use (“Terms”) govern your access to and use of the Walopass platform, including the website at walopass.com, the dashboards and tools made available through it, and any related APIs and services (collectively, the “Platform”). The Platform is owned and operated by Colkie Technology Inc., a Delaware corporation, with registered office at 251 Little Falls Drive, Wilmington, DE 19808, USA (“Walopass”, “we”, “us” or “our”).

By accessing or using the Platform, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you do not agree, you may not access or use the Platform. We may update these Terms from time to time as described in Section 22 below.

• “Creator” — a registered user who creates and manages a Community on the Platform.
• “Member” — an end user who joins a Creator’s Community and receives a Wallet Pass.
• “Wallet Pass” — a digital pass issued through the Platform for use in Apple Wallet, Google Wallet or any other digital wallet service we may support from time to time.
• “Community” — a Creator’s branded group on the Platform, identified by a unique URL slug.
• “Notification” — a push message sent by a Creator to Members of a Community through their Wallet Passes.
• “Content” — any text, imagery, audio, video, link, code, design or other material you upload, configure, transmit or otherwise make available through the Platform.
• “User” — any person who accesses or uses the Platform, whether as a Creator, a Member or a visitor.

To register as a Creator, you must be at least eighteen (18) years old and have the legal capacity to enter into a binding agreement under the laws of your jurisdiction. To register as a Member, you must be at least thirteen (13) years old, or such higher minimum age as Applicable Law requires for the processing of your personal data in your jurisdiction (for example, sixteen (16) in some European Union countries, fifteen (15) in France or fourteen (14) in Spain). If you are below the age of majority in your jurisdiction but at least the minimum age set out above, you may use the Platform only with the supervision of a parent or guardian who agrees to be bound by these Terms.

To use the Platform as a Creator you must create an account by providing a valid email address or signing in through a supported authentication provider (for example, Google). You agree to provide accurate, current and complete information at registration and to keep that information up to date. You are responsible for maintaining the confidentiality of your credentials and for all activities that occur under your account. You will notify us promptly of any unauthorised access to your account. We reserve the right to suspend or terminate accounts that contain inaccurate or misleading information.

You may invite additional team members to your account as Administrators. Administrators have full access to your Community, including the ability to view and export Member data, send Notifications and modify configuration. As the account Owner (Propietario) you remain responsible for all activity carried out by your Administrators under your account, including any breach of these Terms by an Administrator. You must promptly remove any Administrator who no longer needs access.

Subject to your compliance with these Terms and payment of all applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform during the term of your account: as a Creator, for your internal commercial use to operate Communities; and as a Member, for your personal, non-commercial use to receive Wallet Passes and Notifications.

You will not, and will not permit any third party to:

• Copy, modify, translate, adapt or create derivative works of the Platform or any Wallet Pass, except as expressly permitted by these Terms.
• Reverse engineer, disassemble, decompile or otherwise attempt to derive the source code of the Platform, except to the extent expressly permitted by Applicable Law that cannot be excluded by contract.
• Extract, scrape, crawl, mirror or harvest content or data from the Platform other than through documented interfaces and within the applicable usage limits.
• Remove, obscure or alter any trademark, copyright or other proprietary notice on the Platform.
• Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make the Platform available to any third party except as expressly permitted by these Terms.
• Use the Platform to build or benchmark a competing product or service.
• Interfere with the Platform, attempt to gain unauthorised access to it or to any related system, or test the Platform’s security without our prior written authorisation.
• Introduce malware, viruses, worms, trojans or any other harmful or deceptive code into the Platform.
• Circumvent any usage limit, security control or access restriction.
• Use the Platform in any manner that violates the terms or policies of Apple, Google, or any other third-party service we rely on.

You agree not to use the Platform to:

• Send unsolicited, misleading or spam Notifications or any communication for which you do not have an appropriate lawful basis or consent.
• Collect, store or process Member data outside the Platform without explicit consent.
• Upload Content that is illegal, harmful, threatening, abusive, harassing, defamatory or otherwise objectionable.
• Impersonate any person or entity, or misrepresent your affiliation with any person or entity.
• Use the Platform for any purpose that violates local, national or international law.
• Send Notifications that contain malware, phishing links or deceptive content.
• Upload, distribute or process databases that were collected, purchased or scraped without proper consent or lawful basis.

All Content uploaded, configured or transmitted through the Platform must comply with Applicable Law and these Terms. Content must not:

• Contain material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
• Promote sexually explicit or pornographic material, violence or discrimination on the basis of race, sex, religion, nationality, disability, sexual orientation or age.
• Reference firearms, weapons, controlled substances, drugs, self-harm or suicide, sex, animal abuse, intoxication, torture or prostitution, or any goods whose sale, possession or use is subject to prohibition.
• Infringe any patent, trademark, trade secret, copyright or other intellectual-property right, or the rights of publicity or privacy of any third party.
• Violate the legal rights of others or give rise to civil or criminal liability under Applicable Law.
• Be likely to deceive any person.
• Promote or assist any unlawful act.
• Impersonate any person, or misrepresent your identity or affiliation with any person or organisation.
• Involve unauthorised sweepstakes, contests, prize promotions, sales or financial products in jurisdictions where authorisation is required and has not been obtained.
• Give the impression of being endorsed by Walopass when that is not the case.
• Contain or refer to personal, private or confidential information of others without their consent.
• Constitute unsolicited or unauthorised advertising, promotional materials, “junk mail”, “spam”, “chain letters” or any other form of solicitation.

You retain ownership of the Content you upload. By uploading Content, you grant Walopass a non-exclusive, worldwide, royalty-free, sublicensable licence to host, store, transmit, display, reformat and otherwise use that Content solely for the purpose of operating the Platform and providing the Service to you and your Members.

Wallet Passes are generated using Walopass infrastructure and distributed through Apple Wallet and Google Wallet. Distribution is subject to the terms and policies of Apple Inc. and Google LLC, which may change without notice. We do not guarantee that a Wallet Pass will be delivered to, or function on, every device or operating system; compatibility depends on the Member’s device and OS.

We are not responsible for changes Apple or Google make to their wallet services. Walopass is not affiliated with, or endorsed by, Apple Inc. or Google LLC. Wallet Passes are tied to the Member’s device and Walopass account.

Notifications are delivered through Apple Push Notification service (APNs) and the Google Wallet API on a best-effort basis. In line with Apple’s wallet pass policy, Creators may send up to three (3) Notifications per Community per day; this is a cap on the number of broadcasts, not on the number of recipients. We do not guarantee that every Member will receive every Notification, since delivery depends on Apple, Google, the Member’s device and network conditions.

Creators are solely responsible for the content of their Notifications and for ensuring that they have a lawful basis to communicate with each Member. Notifications must comply with our Acceptable Use rules in Section 8 and our Content Standards in Section 9.

Creators acknowledge that Member personal data (which may include name, email, date of birth, gender, city and region) is collected through the Platform and is governed by our Privacy Policy.

Creators may use Member demographic data for audience management, targeted Notifications and member operations within the Platform. Creators may export Member CSV files from the dashboard only for legitimate Community operations and in compliance with Applicable Law. Creators may not sell, broker or otherwise misuse Member personal data. Breach of this Section may result in immediate suspension or termination of the Creator’s account.

All right, title and interest in and to the Platform, including the underlying software, infrastructure, Wallet Pass technology, templates, designs, dashboards, APIs, analytics and documentation, is owned by Walopass and its licensors. You are granted only the limited rights expressly set out in these Terms. You may not copy, modify, distribute or reverse engineer any part of the Platform.

You retain ownership of the Content you upload. We may use anonymised or aggregated information derived from your use of the Platform to operate, improve and secure the Platform without restriction. Any feedback you voluntarily provide about the Platform may be used by us without obligation and without identifying you as the source.

The Platform is not intended for children under the age of thirteen (13), or any higher minimum age required by Applicable Law in the User’s jurisdiction. We do not knowingly collect personal data from a child under the applicable minimum age without the consent of a parent or guardian, and if we learn we have done so we will take steps to delete it. Creator accounts require Users to be at least eighteen (18) years old.

You may cancel your subscription at any time through your account settings. Upon cancellation, your account remains active until the end of your current billing period. We may suspend or terminate your account at any time, with or without notice, if (a) you breach these Terms, (b) you engage in abusive, illegal or fraudulent behaviour, (c) continued operation would create legal, regulatory or third-party-platform risk for us, or (d) we are required to do so by law.

On termination, your right to use the Platform ceases and we may delete your account data after a reasonable retention period as described in the Privacy Policy. Members whose Creator’s account is terminated will no longer receive Notifications, but existing Wallet Passes may remain on their devices until manually removed.

Except where prohibited by Applicable Law, the Platform is provided “as is” and “as available”, with all faults and without warranties of any kind, whether express or implied. We disclaim all implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, accuracy, completeness, security, uninterrupted or error-free operation, and any warranty as to deliverability, open rate, click-through rate, conversion, engagement, revenue or other commercial outcome.

The internet is not operated or controlled by us, and undesirable data, malware or unauthorised third parties may attempt to obtain access to or damage your data. You are responsible for preserving and making adequate backups of your data.

To the fullest extent permitted by Applicable Law, in no event will Walopass, its affiliates or any of their respective licensors, vendors or service providers have any liability arising from or related to your use of or inability to use the Platform for: (a) personal injury, property damage, lost profits, lost revenue, lost business, cost of substitute goods or services, loss of data, loss of goodwill, loss of opportunity, business interruption, reputational harm, failure of any Campaign or Notification, failure of deliverability, computer or device failure or malfunction, regulatory fines or third-party claims, or any other consequential, incidental, indirect, exemplary, special or punitive damages; or (b) direct damages in amounts that in the aggregate exceed the amount actually paid by you to Walopass for the Platform in the twelve (12) months immediately preceding the event giving rise to the first claim.

These limitations apply whether such damages arise out of breach of contract, tort (including negligence) or otherwise, and regardless of whether such damages were foreseeable. Some jurisdictions do not allow certain limitations of liability, so some or all of the above limitations may not apply to you.

You agree to indemnify, defend and hold harmless Walopass and its officers, directors, employees, agents, affiliates, successors, assigns, licensors and service providers from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs and expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to your use or misuse of the Platform, any Content you upload, your breach of these Terms, your violation of any Applicable Law, or your infringement of any third-party right. You acknowledge that Walopass assumes no responsibility for the Content you submit or make available through the Platform.

The Platform may be subject to export-control laws, including the US Export Administration Act and its associated regulations. You will not, directly or indirectly, export, re-export or release the Platform to, or make it accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. In particular, you will not export or re-export the Platform: (a) into any US-embargoed country; or (b) to anyone on the US Treasury Department’s Specially Designated Nationals List or the US Department of Commerce Denied Persons List or Entity List.

Any cause of action or claim arising out of or relating to these Terms or the Platform must be commenced within one (1) year after the cause of action accrues; otherwise, the claim is permanently barred.

These Terms, and any non-contractual obligations arising out of or in connection with them, are governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict-of-laws principles. Any dispute, claim or controversy arising out of or relating to these Terms or the Platform will be brought exclusively in the state or federal courts located in New Castle County, Delaware, and you irrevocably submit to the jurisdiction of those courts. Notwithstanding the foregoing, we may seek injunctive or equitable relief in any court of competent jurisdiction to protect our intellectual-property rights or confidential information.

We may modify these Terms from time to time. We will notify Users of material changes by posting the updated Terms on walopass.com and updating the “Last updated” date at the top. Your continued use of the Platform after the changes take effect constitutes acceptance of the revised Terms. If you do not agree with a change, you must stop using the Platform.

These Terms are for the sole benefit of you and Walopass and our respective successors and assigns, and are not intended to confer any rights or remedies on any third party.

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions remain in effect. Failure to enforce any provision is not a waiver. You may not assign these Terms; Walopass may assign these Terms without consent in connection with a merger, acquisition, reorganisation or sale of substantially all of its assets. These Terms, together with the Privacy Policy, constitute the entire agreement between you and Walopass regarding your use of the Platform.

If you have questions about these Terms, please contact us at legal@walopass.com.