This Partner Store Agreement (this “Store Agreement”) is entered into by and between you and The Violet Company Pvt Ltd, the company under which PurpleLane is registered as a business name. Specific business terms associated with Store subscription to the Platform are set forth in one or more online application forms executed by the parties that reference this Store Agreement (“Online Form”) and are hereby incorporated into this Store Agreement by reference (collectively, the Store Agreement and the Online Form shall be the “Agreement”). For the purposes of this Store Agreement, “you” or “Store,” means the party identified as the Store in the applicable Online Form. By executing an Online Form that references this Store Agreement, each party signifies that it has read, understands, and agrees to be bound by this Store Agreement. This Agreement shall be effective as of the date the first applicable Online Form is executed and/or the date on which the Store commences using the Platform, whichever is earlier. This Store Agreement governs all Online Forms and any conflicting or additional terms and conditions are of no force or effect unless agreed to in writing signed by an authorized officer of PurpleLane. Subject to the terms of this Agreement, PurpleLane will allow Store to offer rewards to Store customers using the customer engagement and retention platform known as “PurpleLane” as may be further described at www.counter.purplelane.app and includes the Platform, Equipment and Application (all as defined in Section 1) (collectively, the “Platform”).
PurpleLane Store Counter Application: The Platform consists of two (2) components: (a) an online portal hosted by PurpleLane that allows Stores to manage and create rewards programs and track customer data (“Platform”), and (b) Application that is either integrated onto the Store point of sale machine that interacts with the Portal (“Application”) through our own Terminals or affiliated terminals. Subject to the terms and conditions of this Agreement, PurpleLane hereby grants to Store (a) a non-exclusive, non-assignable, non-transferable, non sublicensable, limited right and licence to use and display the Application for Store business purposes, and (b) the right to access and use the Platform, in the case of both (a) and (b), solely in accordance with the documentation related to the Application or the Platform generally published by PurpleLane.
RESTRICTIONS: Store agrees that (a) it will not decompile, reverse engineer, or otherwise attempt to obtain the source code or underlying ideas or information of or relating to the application, (b) it will not sell, lease, license, sublicense, distribute, rent, transfer, assign, timeshare, or otherwise commercially exploit or provide the Platform to any third party, (c) it will only use the Application and Equipment in order to interface with the Platform as contemplated by this Agreement, (iv) create internet “links” to or from the Platform, or “frame” or “mirror” the Platform, (d) reverse assemble, reverse compile, reverse engineer, decompile or otherwise attempt to discover the object code, source code, SDKs, non-public APIs or underlying ideas or algorithms of the Platform, except as and only to the extent this restriction is prohibited by law, (e) remove or obscure any copyright, trademark or other proprietary notices, legends or PurpleLane branding contained in or on the Platform, (f) use the Platform in any way that violates any applicable federal, state, local or international law or regulation, (g) introduce any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful, (h) attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Platform, the server on which the Platform is stored, or any server, computer or database connected to the Platform, and (i) use the Platform to send or store materials that is obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third party privacy rights. PurpleLane may, in its sole discretion, immediately suspend Store access to the Platform if Store violates the terms of this Section.
PROFESSIONAL SERVICES: From time to time, upon the mutual agreement of the parties, PurpleLane and Store may enter into ordering documents or statements of work (“Statement of Work”) as mutually agreed and executed between the Parties, for the purpose of PurpleLane providing certain professional services to Store (“Professional Services”). Store shall pay PurpleLane a fee (if applicable) for any Professional Services provided in accordance with this Agreement and the applicable Statement of Work agreed between PurpleLane and the Store from time to time.
REMOTE ACCESS: Store understands and agrees that when the Application is installed, remote access Application may also be used by PurpleLane for the sole purposes of PurpleLane being enabled to maintain and provide remote technical support for such Application
STORE INFORMATION AND REWARDS PROGRAM: Store grants to PurpleLane a non-exclusive, worldwide license and right to display, reproduce and use Store trademarks and logos (collectively, “Store Marks”) and business description solely in connection with the operation of the Platform. As part of the Platform, Store will create rewards programs that Store will offer to its customers through the Platform (“Partner Store Rewards Program”) Store represents, warrants and covenants that it will honor any Partner Store Rewards Programs it offers, even after any expiration or termination of this Agreement. Store further represents, warrants and covenants that the Partner Store Rewards Programs will comply with all applicable laws and regulations. Store agrees to receive periodic SMS, Email and Whatsapp communication from PurpleLane during use of the service. Following any expiration or termination of this Agreement and if requested by Store within seven (7) days of such expiration or termination, PurpleLane will provide Store with any relevant information in PurpleLane’ possession regarding the then-current status of the Customers in relation to the Store Rewards Program.
DATA: Regardless of where the Application is installed, as part of providing the Platform, PurpleLane may collect data related to the use and performance of the Platform. The parties acknowledge that PurpleLane is free to collect and analyze such data and other information relating to the provision, use and performance of the Platform for the purpose of improving the Platform provided that Store cannot be identified and such data is used solely in an aggregate or other de-identified form.
FEEDBACK: Store may from time to time provide suggestions, comments or other feedback with respect to the products or services of the Receiving Party (“Feedback”). Both Parties agree that all Feedback is and shall be given entirely voluntarily. PurpleLane shall be free to use, disclose, reproduce, license or otherwise distribute and exploit any Feedback as it sees fit, entirely without obligation or restriction of any kind.
OWNERSHIP: Store acknowledges and agrees that PurpleLane and its licensors are the owners of all right, title and interest in and to the Platform and all updates, upgrades, and derivative works thereto, including anything developed or created by PurpleLane as part of the Professional Services, and all intellectual property rights therein including anything developed or created by PurpleLane as part of the Professional Services, and that Store will not obtain or claim any ownership interest in the foregoing.
PAYMENT: Store will pay PurpleLane in accordance with the payment terms set forth on PurpleLane’s website as subscription, either monthly or annually. Fees may be due in advance or shall be paid in arrears, as described on the applicable Online Form or the website, as may be applicable. If PurpleLane will bill Store for fees owed hereunder, Store payment will be considered delinquent if a payment is not received within thirty (30) days following the receipt of an invoice for such payments. If Store is paying via credit card, Store authorizes PurpleLane to charge the fees due hereunder (and any other charges Store may incur in connection with the Platform (such as taxes)) to Store provided payment instrument in advance on a periodic basis in accordance with the terms on each Online Form or the website, as may be applicable. Store is responsible for keeping its payment instrument and all associated information (such as the expiration date of a credit card) current at all times. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and Store does not promptly update its payment instrument information, (a) PurpleLane reserves the right to suspend Store access to the Platform until such time as payment is successfully settled, including past due payments, if any and (b) Store authorizes PurpleLane to continue charging its payment instrument, as it may be updated. If Store use of the Platform exceeds the capacities or limits on an Online Form or the website or otherwise requires the payment of additional fees, Store hereby authorizes PurpleLane to charge such additional fees to Store payment instruments in the following pay cycle. All fees shall be paid in Maldivian Ruffiyaa (MVR) or any other currency as may be mutually agreed between PurpleLane and the Store. All fees paid are non-refundable. Store agrees to pay the costs and expenses incurred by PurpleLane or on behalf of PurpleLane in connection with the collection of any unpaid charges and fees. Store agrees to cover any additional bank charges associated with all PurpleLane payments and fees. PurpleLane is not obligated to pay any item presented for payment if the Store's account does not contain sufficient collected funds. Store will be responsible for all taxes in connection with this Agreement (excluding taxes based on PurpleLane’ net income). Billing will commence on the first billing date, as specified in the Online Form and/or the website, as may be applicable.
TERM AND TERMINATION.
Term. The term of this Agreement shall start on the effective date or the subscription start date (as applicable) listed on the Online Form or the website, as applicable (“Effective Date”) and continue for the initial term listed on the Online Form or the website, as applicable (“Initial Term”). The Online Form and this Agreement will automatically renew for successive periods equal to the Initial Term, as stated in the Online Form (each, a “Renewal Period”) (collectively, the Initial Term and any Renewal Periods shall be the “Term”) unless either party provides the other with notice of its intent not to renew at least thirty (30) days before the end of the then-current Term.
Termination. Either party may terminate this Agreement if the other party breaches or defaults on any of its obligations under this Agreement (such that the breach or breaches, individually or in the aggregate, deprive the other party of the intended benefit of this Agreement) and said breach or default continues un-remedied for a period of ninety (90) days after the breaching party’s receipt of written notice. Written notices of breach must specify the grounds of such breach or default in reasonable detail. Except as provided in this Section and Section 11.1 above, Store may not otherwise terminate this Agreement.
Effect of Termination. Upon termination of this Agreement, Store rights to use and access the Platform will immediately cease and Store will cease using and accessing the Application and the Platform and return all Equipment and pay any associated fees in accordance with Exhibit A. Sections 5 through 15 will survive the termination or expiration of this Agreement.
INDEMNITY: Store will defend any third party claim or action brought against PurpleLane relating to (a) the Partner Store Rewards Programs, (b) Store breach of Section 5 (Partner Store Rewards Programs), or (c) Store breach of the representations and warranties contained in Section 6 (Customers) and Store will pay (i) any settlements entered into between PurpleLane and the third party claimant or (ii) final judgments awarded to the third party claimant by a court of competent jurisdiction. PurpleLane shall (a) provide Store with prompt written notice of any claim, (b) grant Store sole control of the defense and settlement of the claim, and (c) providing reasonable information and assistance to PurpleLane in the defense or settlement of the claim at PurpleLane’ expense.
DISCLAIMER: THE PURPLELANE PLATFORM AND PROGRAM AND ALL PRODUCTS, SERVICES (INCLUDING PROFESSIONAL SERVICES), CONTENT AND ITEMS PROVIDED BY PURPLELANE HEREUNDER (INCLUDING, WITHOUT LIMITATION, THE EQUIPMENT (AS APPLICABLE)) ARE PROVIDED “AS IS” AND PURPLELANE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF UNINTERRUPTED USE AND ALL IMPLIED WARRANTIES OF StoreABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
LIMITATION OF LIABILITY: TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, AND REGARDLESS OF THE FORM OF ACTION (E.G., WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE) NEITHER PURPLELANE NOR ANY OF ITS LICENSORS OR SUPPLIERS SHALL BE LIABLE TO STORE OR TO ANY OTHER PARTY IN CONNECTION WITH ANY SUBJECT MATTER OF THIS AGREEMENT FOR (A) ANY SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR INDIRECT DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION), OR (B) ANY AMOUNTS IN THE AGGREGATE THAT EXCEED THE FEES PAID BY STORE TO PURPLELANE HEREUNDER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE APPLICABLE CLAIM. THE FOREGOING LIMITATIONS SHALL APPLY WHETHER OR NOT PURPLELANE (OR ITS LICENSOR OR SUPPLIER, AS APPLICABLE) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
GENERAL PROVISIONS:The terms of this Agreement and any and all non-public information disclosed by PurpleLane to Store pursuant to this Agreement are confidential, and Store agrees not to disclose the terms of this Agreement or any such information to any third party, or use any such information other than for the purposes expressly set forth herein. Customer agrees that PurpleLane may use Customer’s name and profile photo to identify Customer as a customer of PurpleLane on PurpleLane’ website and in other advertising, marketing and promotional materials. Store may not assign this Agreement or any of its rights or delegate any of its duties under this Agreement without PurpleLane’ prior written consent, except to a successor to all or substantially all of its business or assets; PurpleLane may assign this Agreement and/or any of its rights and/or delegate any of its duties under this Agreement without consent. This Agreement contains the entire understanding of the parties with respect to the transactions and matters contemplated hereby, and supersedes all previous communications, understanding and agreements (whether oral or written). The Agreement consists of this Store Agreement, all exhibits attached hereto and all Online Forms, and represents the entire agreement between the parties; any additional or conflicting conditions, printed or otherwise, appearing on any Onlines, copy instructions or other documents will be of no effect. Store shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding Store's use of the Application and the Services.
Partner Store and PurpleLane are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. Each Party shall be responsible for the fulfilment of their respective liability to their vendors or employees and this contract is no way allows the one party’s vendors or employees to raise any claim against the other Party. It is expressly acknowledged and agreed that PurpleLane is only providing [loyalty / Reward program] services hereunder, and is not issuing, managing, or dealing in the issuance or management of any other goods, services or pre-paid payment instrument. Any registrations and compliance required under applicable law for the issuance and management of pre-paid payment instruments have been/will be obtained by the Store, as may be applicable.
You shall, as a condition to making any use of the PurpleLane Portal, be required to follow these rules:
You won’t send Spam! While you are responsible for making yourself aware of current anti-SPAM and similar regulations that may be in effect from time to time, as a general rule, you should assume that if you send people mass email without their permission, you’re spamming.
You won’t violate PurpleLane’s Acceptable Use guidelines, established below, as it may be in effect from time to time, which is part of this Agreement. If you violate any of these rules, PurpleLane, in addition to any other remedies that PurpleLane may have hereunder or otherwise, may suspend or terminate your account.
You represent and warrant that your use of the PurpleLane Portal, which includes communication through Deals, Coupons, gift cards, emails and SMSs will comply with all applicable laws and regulations. You also acknowledge and agree that the promotional messages/emails sent by You directly is only your liability, responsibility and that PurpleLane is not liable/responsible or answerable for any form of communication, communicated between You and the customer, directly or indirectly. You agree that all claims, queries and complaints arising out of such communication, shall be directly addressed and resolved by you.
You shall refrain from using the PurpleLane Portal to send anything offensive, to promote anything illegal, or to harass anyone. Not in limitation of the foregoing, you may not send:
Pornography or other sexually explicit Emails or SMS
Deals or Promotional campaigns with sexually explicit content
Emails offering to sell illegal goods or services
Emails that violate Information Technology Act, 2000 or any other applicable laws or regulations
PurpleLane works hard to keep its system clean, but PurpleLane also counts on its customers to pitch in. As such, you may not:
Send Spam (as noted above).
Share your password.
Use any of the PurpleLane Portal to create a competing product.
Import or incorporate any of this information into any lists, emails or uploads to our servers: Passwords, security credentials, or sensitive personal information of any kind.
Send any messages through the PurpleLane Portal that are not appropriate for its intended use.
Use an outside unsubscribe process.
GOVERNING LAW AND JURISDICTION: This agreement is governed and construed in accordance with the laws of the Republic of Maldives. Store hereby irrevocably consents to the exclusive jurisdiction and venue of courts in Maldives in all disputes arising out of or relating to the use of the PurpleLane products/sites/services. Use of the PurpleLane Application services is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. If any dispute arises between Store and PurpleLane during Store's use of the Application/services or thereafter, in connection with the validity, interpretation, implementation or alleged breach of any provision of this Agreement, the dispute shall be governed under the related laws and regulations set forth in the Republic of Maldives.