Use of the WingPoints Platform
Please read the following terms and conditions (“T&C”) carefully before registering on, accessing, browsing or using the Wing Points feature on your WING Merchant Mobile Application or any similar platform (hereinafter collectively, the WingPoints Platform) on any device and/or before availing any services offered by WING on the WingPoints Platform which may include services such as point issuance, voucher and coupon issuance, lucky draws, point redemptions, marketplace service and/ or any other service that may be offered by WING on the WingPoints Platform (hereinafter individually, and collectively, the WingPoints Program). For the avoidance of doubt, it is clarified that these terms and conditions shall apply to all WING Services, whether offered directly or by its agents/ affiliates.
Intellectual Property Rights
- (i) WING is the sole and exclusive owner of all right, title and interest in and to any data collected by WING from your customers or any end user to WING in connection with the WingPoints Program, including without limitation all e-mail and/or other contact information (“Customer Data”). As such, you shall not, unless the applicable customer has separately taken all steps necessary to opt in to provide contact information to you, be provided with or otherwise have access to the Customer Data.
- (ii) WING owns all rights, title and interest in and to the WingPoints Program including, without limitation, any intellectual property rights and any improvements, modifications, enhancements or refinements thereto. Except as set forth in the Agreement, all rights not expressly granted to you are reserved.
- (iii) WING hereby grants to you a limited, non-transferable, non-exclusive, revocable access to the WingPoints Platform and use WING’s hosted Merchant Web Application (the “Portal”) for internal business purposes so long as your account with WING remains current and active. If WING provides you with a password to access the Portal, you are solely responsible for protecting the password and for any authorized or unauthorized use made of the password. The Portal, and all source code, copyrights and other intellectual property associated therewith, are and shall remain the sole and exclusive property of WING. You shall refrain from permitting any third party to use your password or otherwise access the Portal. WING shall have the right to terminate the license granted hereby immediately in the event that you have breached any terms or conditions set forth in the Agreement or your WING account is otherwise terminated for any reason.
- (i) will use WING Merchant Application solely for your internal business purposes; and
- (ii) will not, for yourself, any of your affiliates or any third party
- a. sell, rent, lease, license or sublicense, assign, distribute, or transfer the WingPoint Platform;
- b. modify, change, alter, create derivative works of, decipher, decompile, disassemble, reconstruct, translate, reverse engineer, or discover any source code of the underlying ideas, algorithms, file formats, programming, or interoperate interfaces of the WingPoints Program;
- c. copy any tangible versions of the WingPoints Program; and
- d. remove from any of the WingPoints Program any language or designation indicating the confidential nature thereof or the proprietary rights of Wing Points.
In addition, you will not export, re-export or permit any third party to export or re-export, directly or indirectly, the WingPoints Program where such export or re-export is prohibited by applicable law without appropriate licenses and clearances. WING retains the right, in its sole discretion, to approve, modify or refuse any WingPoints Program related communications or proposed communications or messages to your customers or any WING end users.
- (i) The subscription period will be twelve (12) months.
- (ii) As a result of this Agreement, you will be enrolled in a Subscription Plan which will begin at any time within sixty (60) days of acceptance of the Agreement, the commencement of which WING reserves the discretion to adjust within the given period.
Fees; Pricing and Payment Terms; Taxes
- (i) Wing reserves the right to charge a pre-defined fee payable for the WingPoints Program at any time upon thirty (30) days’ prior notice to you; provided, however, that any change in fees will not be applicable until the beginning of the next subscription period.
- (ii) As a special offer, the fee for enrolment into the WingPoints Program is USD 0.00 a month for the initial subscription period.
However, each merchant partner will offer discounts on all transactions carried out using the WING network. Depending on the extent of discount, each merchant will be classified into a certain category and enjoy the perks/ benefits of the respective category.
Wing will convert the applicable discount value in points and award the same to the end-customer (person who is performing the transaction) and do a final settlement for the transaction as follows:
- (i) WingPoints Program will affect the merchant’s benefit after deducting the transaction fee (MDR) and the discount value offered by the merchant, as per the settlement process currently in force (daily/ weekly/ etc.).
- (ii) When you provide your payment information to WING, you are providing WING with an authorization to process any and all payments as outlined in this Agreement.
- (iii) You will be responsible for any sales, use, value-added or import taxes, customs duties or similar taxes assessed in accordance with applicable law with respect to the provision of the WingPoints Program.
- (iv) Once discount is offered, you forfeit the right to claw back the value of this discount either in the form of cash or points or any other currency WING chooses to convert this discount value into.
- (v) Notwithstanding anything herein to the contrary, WING in its sole discretion, may suspend or terminate the Agreement and corresponding access and right to use all or any portion of the WingPoints Program, at any time, upon electronic or other notice to you, if you have not paid all amounts due on or before the payment due date, or for any other breaches of the Agreement, these T&C, or any other exhibits, addenda or attachments to the T&C including any links contained in the Agreement or the T&C, which are incorporated by reference herein. You are responsible for amounts that remain outstanding as of the date of such termination including early cancellation fees. You agree to pay reasonable attorneys’ fees and court costs incurred by WING to collect any unpaid amounts owed by you.
- (vi) វីWING provides standard features of its WingPoints Program, however, in the event of a complex installation (including those that may require third party or outside technical support to complete the installation), WING will provide up to one hour of such technical support. Technical support exceeding one hour will be billed at 100.00 USD per hour at cost to the merchant.
The WingPoints Program is not available to persons under the age of 18 or to anyone previously suspended or removed by WING from availing the WingPoints Prgram or accessing the WingPoints Platform. By accepting the T&Cs or by otherwise using the WingPoints Program, You represent that You are at least 18 years of age and have not been previously suspended or removed by WING, or disqualified for any other reason, from availing the WingPoints Program.
In addition, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by all the T&Cs as part of this Agreement. You shall not impersonate any person or entity, or falsely state or otherwise misrepresent your identity, age or affiliation with any person or entity. Finally, in the event of any violation of the T&Cs, WING reserves the right to suspend or permanently prevent you from using the WingPoints Program.
By accepting the T&Cs, you accept the following:
- (i) WING may send alerts to the mobile phone number provided by you while registering with the WingPoints Platform for the service or on any updated mobile number subsequently provided by you on the WingPoints Platform, or via e-mail or push notifications. The alerts will be received in case of SMS, only if the mobile phone is in ‘On’ mode to receive the SMS, in case of e-mail, only if the e-mail servers and e-mail ids are functional, and in case of push notifications, if the user has enabled the receipt of such notifications. If the mobile phone is in ‘Off’ mode or if the e-mail servers or ids are not functional or if the push-notifications feature has been turned off, then you may not get the alert at all or get delayed messages.
- (ii) WING will make best efforts to provide alerts via SMS/e-mail/push notifications and it shall be deemed that you shall have received the information sent from WING as an alert on the mobile phone number or e-mail address provided during the course of, or in relation to, using the WingPoints Platform or availing any WingPoints Program. WING shall not be under any obligation to confirm the authenticity of the person(s) receiving the alert. You cannot hold WING liable for non-availability of the SMS/email alert/push notifications service in any manner whatsoever.
- (iii) The SMS/e-mail alert/push notification service provided by WING is an additional facility provided for your convenience and that it may be susceptible to error, omission and/or inaccuracy. In the event that you observe any error in the information provided in the alert, WING shall be immediately informed about the same by you and WING will make best possible efforts to rectify the error as early as possible. You shall not hold WING liable for any loss, damages, claim, expense including legal cost that may be incurred/suffered by you on account of the SMS/e-mail alert/push notification facility.
- (iv) The clarity, readability, accuracy and promptness of providing the SMS/e-mail alert/push notification service depend on many factors including the infrastructure and connectivity of the service provider. WING shall not be responsible for any non-delivery, delayed delivery or distortion of the alert in any way whatsoever.
- (v) You will indemnify and hold harmless WING and the SMS/e-mail service provider including its officials from any damages, claims, demands, proceedings, losses, costs, charges and expenses whatsoever including legal charges and attorney’s fees which WING or the SMS/e-mail service provider may at any time incur, sustain, suffer or be subjected to as a consequence of, or arising out of, any of the following:
- a. misuse by you or improper or fraudulent information provided by you; and
- b. incorrect number or a number that belongs to an unrelated third party provided by you.
Termination of WingPoints Program
You agree that WING, in its sole discretion, for any or no reason, and without penalty, may suspend or terminate your account (or any part thereof) or your use of the WingPoints Program and remove and discard on the WingPoints Platform all or any part of your account, your user profile, or your recipient profile, including your User Credentials, at any time. WING may also in its sole discretion and at any time discontinue providing access to the WingPoints Program, or any part thereof, with or without notice.
You agree that WING will not be liable to you or any third party for any such termination or interruption. Upon termination for any reason, you agree to immediately stop using the WingPoints Progam.
Limitation of Liability and Damages
In no event, WING or its contractors, agents, licensors, partners or suppliers will be liable to you for any special, indirect, incidental, consequential, punitive, reliance, or exemplary damages (including without limitation lost business opportunities, lost revenues, or loss of anticipated profits or any other pecuniary or non-pecuniary loss or damage of any nature whatsoever) arising out of or relating to:
- (i) the Agreement;
- (ii) WingPoints Program, the WING Platform or any reference site/app/platform/service; or
- (iii) Your use or inability to use the WING Services, the WING Platform (including any and all materials) or any reference sites/app/platform/service, even if WING or a WING authorized representative has been advised of the possibility of such damages.
In no event, WING, directors, employees, agents will be liable to you for any damages, liabilities, losses, and causes of action arising out of or relating to:
- (i) this Agreement;
- (ii) WING Services, the WING Platform or any reference site/app/platform/service;
- (iii) Your use or inability to use the WING services, the WING Platform (including any and all materials) or any reference sites/app/platform/service; or
- (iv) any other interactions with WING, however caused and whether arising in contract, tort including negligence, warranty or otherwise, beyond or in excess of the amount paid by You, if any, for using the portion of the WING Service or the WING Platform.
You acknowledge and agree that WING has offered its products and services, set its prices, and entered into this Agreement in reliance upon the warranty disclaimers and the limitations of liability set forth herein, that the warranty disclaimers and the limitations of liability set forth herein reflect a reasonable and fair allocation of risk between you and WING , and that the warranty disclaimers and the limitations of liability set forth herein form an essential basis of the bargain between you and WING.
WING would not be able to provide the services to you on an economically reasonable basis without these limitations. Applicable law may not completely allow the limitation or exclusion of liability or incidental or consequential damages, so the above limitations or exclusions will apply to you subject to applicable law. In such cases, WING’s liability will be limited to the fullest extent permitted by applicable law. This paragraph shall survive the termination of this Agreement.
You agree to indemnify, save, and hold WING, its affiliates, employees, officers, directors and partners harmless from any and all claims, losses, damages, and liabilities, costs and expenses, including without limitation legal fees and expenses, arising out of or related to:
- (i) Your use or misuse of the WING Services or of the WingPoints Platform;
- (ii) any violation by you of this Agreement; or
- (iii) any breach of the representations, warranties, and covenants made by you herein.
WING reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify WING, including rights to settle, and you agree to cooperate with WING’s defense and settlement of these claims. WING will use reasonable efforts to notify you of any claim, action, or proceeding brought by a third party that is subject to the foregoing indemnification upon becoming aware of it.
Disclaimer; No Warranties
- (i) To the fullest extent permissible pursuant to applicable law, WING and its third-party partners disclaim all warranties or guarantees – whether statutory, express or implied – including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights.
- (ii) No advice or information, whether oral or written, obtained by you from WING or through the WingPoint Program will create any warranty or guarantee other than those expressly stated herein.
- (iii) For the purposes of this Disclaimer, you expressly acknowledge that as used in this section, the term “WING” includes WING’s officers, directors, and employees.
- (iv) You expressly agree that use of the WingPoints Program on the WingPoints Platform is at your sole risk. It is your responsibility to evaluate the accuracy, completeness and usefulness of all opinions, advice, services, merchandise and other information provided through the application.
- (v) WING does not warrant that the WingPoints Program will be uninterrupted or error-free or that defects in the site will be corrected.
- (vi) The WingPoints Program and the WingPoints Platform and any data, information, third party software, reference sites, services, or software made available in conjunction with or through the WingPoints Program and the site are provided on an “as is” and “as available,” “with all faults” basis and without warranties or representations of any kind either express or implied.
- (vii) WING and its partners do not warrant that the data, WING software, functions, or any other information offered on or through the WingPoints Program or any reference sites/platforms/apps/services will be uninterrupted, or free of errors, viruses or other harmful components and do not warrant that any of the foregoing will be corrected.
The disclaimer shall survive termination of the Agreement. In no event will WING be liable for any incidental, consequential, or indirect damages (including, but not limited to, damages for loss of profits, business interruption, loss of programs or information, and the like) arising out of the use of or inability to use the WingPoints Platform.
Ownership; Proprietary Rights
The WingPoints Program together with WingPoints Platform are owned & operated by WING. The visual interfaces, graphics, design, compilation, information, computer code (including source code and object code), products, software, services, and all other elements of the WingPoints Program and the WingPoints Platform provided by WING (“Materials”) are protected by copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws.
You agree not to remove, obscure, or alter WING or any third party’s copyright, patent, trademark, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the WingPoints Program.
Except as expressly authorized by WING, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. WING reserves all rights not expressly granted in this Agreement.
If you have comments regarding the WingPoints Program or ideas on how to improve it, please contact customer service. Please note that by doing so, you hereby irrevocably assign to WING, and shall assign to WING, all rights, title, interests and intellectual property in and to all ideas and suggestions therewith. You agree to perform such acts and execute such documents as may be reasonably necessary to perfect the foregoing rights.
Modification of the WingPoints Program
- (i) WING reserves the right to change, modify, add, or remove portions of the WingPoints Program (each, a change and collectively, changes) at any time by posting notification on the WingPoints Platform or otherwise communicating the notification to you.
- (ii) The changes will become effective, and shall be deemed accepted by you, 24 hours after the initial posting and shall apply immediately on a going-forward basis with respect to your use of the WingPoints Platform, availing the WingPoints Program or for payment transactions initiated after the posting date.
- (iii) If you do not agree with any such change, your sole and exclusive remedy is to terminate your subscription to the WingPoints Program.
For certain changes, WING may be required under applicable law to give you advance notice, and WING will comply with such requirements. Your continued subscription to the WingPoints Program following the posting of changes would deem that you accept and agree to the changes.
WING may provide you with notices and communications by e-mail, SMS, push notifications, regular mail or postings on the WingPoints Program or by any other reasonable means.
The failure of WING to exercise or enforce any right or provision applicable to the WingPoints Program will not constitute a waiver of such right or provision. Any waiver of any provision of WingPoints Program will be effective only if in writing and signed by WING.
- (i) If any dispute, controversy or claim arises in relation to any WingPoints Program, the Parties shall use all reasonable endeavours to resolve such dispute amicably.
- (ii) If the Parties are unable to resolve the dispute amicably within 30 days from the dispute date, WING may bring the dispute to resolve by the Cambodia court under Cambodian law.
- (iii) Either you or WING may seek preservative relief from Cambodia court to protect the rights or the property belonging to you or WING (or any of our agents, suppliers, and subcontractors).
If any provision in relation to WingPoints Program is held to be unlawful, void, invalid or otherwise unenforceable, then that provision will be limited or eliminated from the T&C, and the remaining provisions will remain valid and enforceable.
Upon termination of the Agreement, any provision which, by its nature or express terms should survive, will survive such termination or expiration as applied to transfers and relationship prior to such termination or expiration.