Jayu Services Inc (“Jayu”, “us”, “we”, “our”) provides businesses the capability to build a rewards program (“Services) for visiting customers (“Customers”) using Jayu Services.  This is established through a mobile application that provides users with easy access to rewards programs.  When signed up with Jayu Merchants have the capability to track returning customers and provide them with incentives to convert customers into patrons.  The services offered may evolve and the nature of the services that Jayu provides may change from time to time without prior notice.

1) Acceptance of Terms of Service

This Terms of Service (the “Agreement”) is an agreement between you, acting on your behalf or that of a company (the “Merchant”), and Jayu. This Agreement explains Jayu’s obligations to the Merchant and the Merchant’s obligations to Jayu.  This Agreement is the entire Agreement between the Merchant and Jayu. By using our services in any way you are agreeing to comply with these terms, our Privacy Policy and any other legal notices, conditions, or guidelines attached. Services are provided to the Merchant upon agreement and sign-up of the Jayu program.  This agreement requires review prior to completing the Jayu sign-up process.  This Terms of Service agreement and Privacy Policy govern your use of Jayu Services.  This agreement will serve as a binding legal obligation for all who use Jayu Services.  We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time, without further notice. You should periodically visit this page to review the current Terms of Service so you are aware of any revision to which you are bound.

2) Use of Service

2.1) Merchant will use Jayu Services solely for internal business purposes and will not transfer the Jayu Program to any third party.  Merchant is prohibited from modifying or reverse engineering any source code of the Jayu program.  Client will use any Jayu devices in accordance with normal usage, and will not alter, or seek to alter, any such device. Client will be responsible for the security of such devices and for maintaining them in good and operable condition.

2.2) Merchant is wholly responsible for the design and description of its Loyalty Program. Any rewards, incentives, deals, or promotions set by Merchant in the Loyalty program must be fulfilled if properly redeemed by a customer. Any such Loyalty Program and related fulfillment shall be in compliance with all applicable laws and regulations, the terms of this contract, and the terms of such Loyalty Program.  In the event of a reward dispute or mistake between Merchant and a customer, Jayu may, in its sole discretion, unilaterally make adjustments to the customer’s reward points. Merchant will make attempts to settle the dispute informally.  If Jayu is contacted by a customer over a dispute between Merchant and said customer, Jayu may, at the request of the customer, investigate the incident and may research Merchant and said customer’s data residing on Jayu’s database or software as an attempt to resolve the dispute, and reserves the right to settle the dispute in favor of said customer.

2.3) Merchant is responsible for managing respective rewards programs through the web portal provided by Jayu (“Merchant Portal”).  Access to the Merchant Portal will be granted to Merchants with usernames and passwords.  Merchant will have access to customer analytical data provided by the Jayu mobile application.  Merchant understands and agrees that anyone using Jayu-granted user ID and password combinations, to include individuals granted permissions access by the Merchant, are to adhere to restrictions in this Agreement when utilizing analytical customer data.  Merchant will be responsible for selecting secure passwords, for safeguarding all user IDs and passwords, and will not divulge user IDs or passwords to any third party. Merchant will notify Jayu in writing of any user IDs and/or passwords that may have been compromised and/or terminated for any reason.

3) Payment; Fees

3.1) A description of the payment terms and associated fees for Jayu Services, to include fees for additional features, are set forth during the sign up process.  The sign up process will also detail specific terms on the subscription architecture, length of agreement contract, additional feature prices, and other related payment agreements.

3.2) Jayu may change subscription fees and/or the fees it charges for any Services or features by providing Merchant notice of such change no later than 30 days before the change becomes effective.  Such amendment to the fees will not be applicable until the beginning of Merchant’s next payment cycle or subscription period, whichever applies to the Merchant’s respective payment terms.

3.3) When Merchant provides its payment information to Jayu, Merchant agrees that Jayu is authorized to process any and all payments as outlined in this Agreement for all fees payable under the Sign-up Agreement.  Jayu Services may be interrupted or terminated on accounts that reach 10 days past due. Past due accounts not collectable by Jayu may be turned over to an outside collection agency.  Merchant is responsible for amounts that remain outstanding as of the date of such termination, including early cancellation fees. You agree to pay reasonable attorney’s’ fees and court costs incurred by Jayu to collect any unpaid amounts owed by you.  Merchant can view current charges on the Merchant Portal after logging in with the appropriate username ID and password, and can contact Jayu for billing inquiries.

4) Termination of Agreement; Survival

4.1) Merchant’s access of Jayu Services will initiate on the Sign-up Agreement date signed by Merchant.  The current Sign-up Agreement will end on the last calendar date of the last agreed upon month of Jayu Service as outlined in the Sign-up Agreement.  If Merchant has signed up for a free trial period with Jayu Services, the trial period will end on the specific date outlined in the Sign-up Agreement and Jayu Services will be terminated.  However if Merchant has elected to pay for Jayu Services in a subsequent Sign-up Agreement prior to the last date of the trial period, Jayu Services will continue in full effect as agreed upon in the subsequent Sign-up Agreement.  If Merchant’s Jayu Services term reaches the end date of the Sign-up Agreement, Jayu Services will automatically renew based on the last Sign-up Agreement agreed upon by the Merchant.  If payments and fees for Jayu Services have been adjusted, the adjusted payments and fees will automatically take effect with the renewal of the Sign-up Agreement.

4.2) If Merchant elects to cancel Jayu Services any time prior to the end date of the agreed upon Sign-up Agreement, Merchant will be subject to pay the early cancellation fee, if applicable, and will return the  Jayu Beacon Platform, if applicable, as described in the Merchant’s Sign-up Agreement.  This contract may be terminated by Merchant after successful delivery of written notice to Jayu.

4.3) Jayu may terminate this contract at any time in its sole discretion, without providing any explanation for such termination and without any liability or obligation to Client, upon electronic or other notice to Merchant.  Jayu may terminate access to one or all of Merchant’s Jayu Services or Programs if Merchant violates any of the terms of this Agreement or any policy or procedure applicable to the use of Jayu Services that may be published by Jayu from time to time.  If Merchant’s Services are terminated by Jayu for such violations, Jayu will remove Merchant’s access privileges to communications services offered by Jayu, including but not limited to the tools that allow Merchant to track its Rewards Program.  In the event Merchant fails to remain current in all payments and fees due as agreed upon in the Sign-up Agreement, Jayu retains the right to terminate this Agreement and all Jayu Services.  Merchant’s payment obligations shall survive termination of this contract for any reason.

5) Ownership of Data

5.1) Merchant understands and acknowledges that Jayu is the exclusive owner of all customer data collected through Jayu Services.  Jayu reserves the right to collect and store any and all data regarding customers who sign-up for the Jayu Rewards Program, to include customer’s personal information submitted to the Jayu Rewards Program, customer’s interaction with Merchant’s rewards program, customer’s accrued rewards points and interaction with any Jayu Beacons, customer’s feedback to Merchant through Jayu Service “Comment Cards”, analytical data developed through Jayu’s Merchant Portal, or any other data derived from Jayu Services or Jayu’s Merchant Portal.  Jayu reserves the right to use such information to generate analytical reports based on such data for customer habit identification and pattern recognition.  Jayu may use such data comparatively with similar data of other clients of Jayu for marketing purposes, strategic decision making, or any other methods and reasons deemed fit by Jayu.

5.2) Jayu reserves the right to review the Merchant Rewards program, and reserves the right to collect and store any and all data regarding the use of said Rewards program.  Except as provided herein, Jayu may not alter a Merchant’s Rewards program at any time, unless given electronic email, verbal, or written permission from Merchant.  Jayu reserves the right to suspend Merchant’s Services, to include Merchant’s Reward Program, for any violation of this Agreement.  Jayu reserves the right to suspend the Merchant’s Services if, based on Jayu’s sole judgment, the Merchant Reward Program is deemed inappropriate or cannot be feasibly redeemed.  Jayu assumes no responsibility for any Merchant Rewards Program; Merchant is wholly responsible for the entirety of respective Rewards Programs and fulfillment of Rewards Programs.

6) Merchant Customers

Merchant may not store, download, or make copies of any customer data, including, but not limited to, name, email address, age, gender, race, telephone number, or any other Customer personally identifiable information obtained through the use of Jayu Services. Merchant will only use information relating to its customers obtained through Jayu Services as permitted through the Jayu Loyalty Program, and only for Merchant’s internal business in accordance with applicable laws and regulations and Jayu’s Privacy Policy.  Merchant is prohibited from providing any customer data to any third party, including but not limited to, names, email, telephone/cellphone number, birthdate, address/zip code, gender, race, or other personal identifying information obtained through Jayu Services.  Merchant will not obtain or seek to obtain access to any nonpublic information of Jayu, any Jayu customer, or customer information maintained on behalf of another Jayu client.

7) Disclaimer of Warranties and Representations

JAYU SERVICES AND MATERIALS ARE PROVIDED “AS IS,” “AS AVAILABLE,” “WITH ALL FAULTS,” AND WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, JAYU AND ITS LICENSORS DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, JAYU DOES NOT WARRANT THAT ACCESS TO THE MERCHANT PORTAL SITE, FUNCTIONALITY OF JAYU JAYU BEACONS, OR JAYU PROGRAMS AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED; NOR DOES JAYU MAKE ANY REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, CURRENCY, QUALITY, COMPLETENESS, USEFULNESS, PERFORMANCE, SECURITY, LEGALITY OR SUITABILITY OF THE SERVICES, THE MATERIALS, OR THE MERCHANT PORTAL SITE.  MERCHANT EXPRESSLY AGREES THAT MERCHANT’S USE OF JAYU SERVICES AND RELIANCE UPON JAYU SERVICES, MERCHANT PORTAL, AND/OR THE MATERIALS IS AT MERCHANT’S SOLE RISK.

8) Limitations of Liability

To the maximum extent permitted by applicable law, Jayu is not liable to Merchant for damages of any kind, including, without limitation, any punitive, exemplary, consequential, incidental, indirect or special damages to include lost profits, business interruption, or loss of data arising from or in connection with use of Jayu Services and Programs, whether under a theory of breach of contract, negligence, strict liability, malpractice, or otherwise, even if Jayu has been advised of the possibility of such damages. Jayu’s aggregate liability for all claims will not exceed the amount of payments and fees paid by Merchant to Jayu during the six (6) months preceding the date on which the claim occurred.

9) Indemnification

Merchant agrees to indemnify, hold harmless, and defend Jayu and its suppliers, officers, directors, employees, agents, affiliates, subsidiaries, and successors; and, assigns from and against any and all liability, loss, claim, damages, expense, or costs (including, but not limited, to attorneys’ fees) incurred in connection with any claim arising from or related to Merchant use or misuse of Jayu Services or the materials.  This includes, but is not limited to, any breach or violation of this Agreement by Merchant.  Merchant agrees to fully cooperate as reasonably required by Jayu and associated persons.

10) Severability

If any provision or term of this Agreement is held by a court or of competent jurisdiction or other authority to be unenforceable, that provision will be enforced to the maximum extent permissible under applicable law and the other provisions of the Agreement will remain in full force and effect.

11) Notices

Any notice, request, demand, or other communication required or permitted hereunder shall be delivered in writing and shall be sent by courier service or mailed by registered or certified mail, transmitted by facsimile, or emailed, addressed to the other party. Notices to Merchant shall be sent by such method to their listed physical address, facsimile number, or email address provided on the Sign-up Agreement.

12) Independent Contractor

The Parties are independent contractors. Nothing in this Agreement shall be deemed to constitute a partnership or joint venture between the Parties or constitute any Party to be the agent of the other Party for any purpose.

13) Force Majeure

Neither party will be held liable for any loss or damage suffered as a direct result of cause beyond its control including an Act of God, accident, war, riot, lockout, strike, flood, fire, power failure, breakdown of plant or machinery, delay in transit, postal delay, terrorism, or any other unexpected or exceptional cause or circumstance.

14) Entire Agreement

This contract constitutes the entire contract between Jayu and Merchant, and supersedes all prior contracts and agreements, both written and oral, among the parties, with respect to the subject matter hereof. This Agreement will be binding upon and will inure to the benefit of the respective parties, their respective successors in interest, legal representatives, heirs, and assigns.

15) Governing Law

This Agreement shall be subject to and construed in accordance with the laws of the State of California, and the parties hereby submit to the exclusive jurisdiction of the state of California courts.

Welcome and thank you for reviewing our User Terms and Conditions. Jayu Services Inc (“Jayu”) provides you the capability to participate in Jayu’s digital marketing, promotion, and rewards program (“Services”). This is established through Jayu’s mobile application, providing you access to the Services offered by participating businesses. When you sign up for Jayu Services you have the option to redeem, share, or purchase goods or services offered by participating Merchants.

The services provided are subject to evolve and the nature of the services that Jayu provides may change periodically without prior notice. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to these Terms and Conditions. Continued use of the Service after any such changes shall constitute your consent to such changes.

1) Acceptance of Terms of Service

By using our services in any way you are agreeing to comply with these Terms and Conditions and our Privacy Policy. By using this Service you also understand and agree that Jayu is not responsible for any content posted in Jayu and you, nonetheless, may be exposed to such materials. You agree to use the Service at your own risk. You should periodically visit this page to review the current Terms of Use so you are aware of any revision to which you are bound.

You are personally responsible for your use of Jayu, and while using Jayu you must conduct yourself in a lawful and respectful manner in accordance with our rules of conduct below. We may temporarily or permanently ban users who violate these rules, or who abuse chat messaging communications, support communications, or the community purpose of any message board areas, as determined by us in our sole discretion. We reserve the right to disable a user’s ability to upload profile photos or edit their username at any time.

You agree to the following account terms:

1) You are at least 13 years of age.

2) You are to provide accurate information when using Jayu Services including, but not limited to, information required to register with Jayu Services.

3) You must accurately represent yourself when using Jayu Services; other people, automated computer programs (“bots”), deceased individuals, or anything of the sort may not use Jayu Services on your behalf.

4) You are not to access and use data not intended for you, such as logging into an account you are not authorized to access.

5) You are to legitimately use the service and redemptions for your own use and enjoyment.

6) You are responsible for maintaining the security of your account and password. Jayu will not be liable for any loss or damage from your failure to comply with this security obligation.

7) You may not use the Service for any illegal, fraudulent, false, speculative, or unauthorized purposes not permitted by this Agreement. You must not violate any Federal or State laws when using Jayu Services.

8) You must not act maliciously or illegally against any participating businesses using Jayu Services.

9) You are responsible for all Content posted and activity that occurs under your account.

10) Profanity, obscenities, or the use of **asterisks** or other “masking” characters to disguise such words, is not permitted.

11) You may not use or upload obscene, lewd, slanderous, pornographic, abusive, violent, insulting, indecent, threatening and harassing language of any kind, as determined by us in our sole discretion.

12) Do not share personal information (your name, phone number, home address, and password) with other users.

13) Do not transmit or upload any copyrighted, or trademarked materials in messages or postings.

14) Information disclosed in chat rooms, message boards, and posting any content including text, images, and videos is revealed to the public, and we are not responsible for information you choose to disclose to others.

15) You may not attempt to impersonate or deceive another user for the purposes of illicitly obtaining cards, passwords, account information etc. (aka “scamming”).

16) You may not make any commercial use of any of the information provided in any Jayu service nor make any use of Jayu services for the benefit of a business.

Violation of any of the terms above will result in the termination of your Account.

2) Your Content

Your Content. You acknowledge that Jayu services is a passive conduit for user content and that we do not pre-screen user content or communications. We do not control, verify or pay for any user content or communications. We do not endorse, and specifically disclaim any responsibility or liability for, any publicly posted content. In addition, we may terminate your access to Jayu at any time without notice, for any reason whatsoever, and/or delete, move or edit content submitted publicly, in whole or in part. You may only upload, send, and receive messages and material that complies with Applicable Laws, and conforms to any additional terms of service we post in Jayu. You may not upload to, distribute, or otherwise publish any content, information, or other material that (a) violates or infringes the copyrights, patents, trademarks, service marks, trade secrets, or other proprietary rights of any person; (b) is libelous, threatening, defamatory, obscene, indecent, pornographic, or could give rise to any civil or criminal liability under U.S. or international law; or (c) includes any bugs, viruses, worms, trap doors, Trojan horses or other harmful code or properties. Submissions or opinions expressed by users are that of the individual expressing such submission or opinion and may not reflect our opinions. Subject to the foregoing, we may edit, refuse to post, or to remove any information or materials that you submit to us, in our sole discretion. You may not use a false phone number, pretend to be someone other than yourself or otherwise mislead us or third parties as to the origin of your submissions or content. We may, but shall not be obligated to, remove or edit any of your submissions or content for any reason.

3) Use of Service

You may access Jayu Services if you agreed to Jayu User Terms and Conditions. You will use Jayu Services solely for your own enjoyment purposes. You are prohibited from modifying or reverse engineering any source code of the Jayu program. The Jayu Beacon will be used exclusively in conjunction with the Jayu program, and for no other purpose. You will use such devices in accordance with normal usage, and will not alter, or seek to alter, any such device.

Businesses participating and offering Jayu Services are responsible for the design and description of its respective rewards program. Any rewards, incentives, deals, or promotions set by participating merchants through Jayu Services must be fulfilled if properly redeemed by a customer. In order to interact with a participating business, you must download the Jayu mobile application, located in the Google Play Store and Apple App Store. Once downloaded onto your mobile device, you simply enter the establishment of a participating business for automatic point registration. You can review rewards, promotions, deals, and other offers by opening the Jayu application on your mobile device.

When downloading the Jayu mobile application you will be required to login personal information, such as a valid email address, name, gender, and birth date to properly use Jayu. Jayu or participating merchants may periodically send you emails or push notifications tied to promotions, special offers, rewards, or as a direct response to an inquiry or comment from you. You will have the ability directly send participating Merchants digital comments.

Jayu and the business providing you Jayu Services expressly disclaim any liability, and will not be liable, for any loss or damage incurred as a result of any interaction between you and a merchant accessible through the Service. All matters, including but not limited to, delivery of goods and services, returns, and warranties, and the security of the purchase transactions entered into, are solely and strictly between you and the merchant.

4) Ownership of Data

All contents of the Service are the property of Jayu, participating businesses, or advertisers. The compilation (i.e., the collection, arrangement, and assembly) of all content on the Service are the exclusive property of Jayu. The website and contents of the Service may not be copied, distributed, or transmitted in any way without the prior written consent of Jayu. You may not modify the content in any way, nor delete any copyright or trademark notice. Any information, ideas, suggestions, or communications sent by you through Jayu Services becomes the exclusive property of Jayu. Subject to the terms of the Privacy Policy, Jayu is entitled to use, reproduce, disclose, and distribute any information submitted for any purpose without restriction or compensation to you.

5) Termination of Service Usage

Jayu may terminate your rights to Jayu Services at any time at its sole discretion, without providing any explanation for such termination and without any liability or obligation to you. Jayu may terminate access if you violate any of the terms of this Agreement or any policy or procedure applicable to the use of Jayu Services that may be published by Jayu periodically. If your Services are terminated by Jayu for such violations, any Offers or Rewards programs may be terminated in accordance with the terms of such Offers or Rewards program. The disclaimers, and limitations of liabilities set forth in these User Terms shall survive any such termination.

6) Privacy

You understand that Jayu and Merchants will collect information from you and that they may use such information for marketing and promotional purposes. Disclosures about how Jayu and Merchants use information about you are described in Jayu’s Privacy Policy. Jayu and each participating Merchant have agreed to operate in accordance with said Privacy Policy. Please carefully review this Privacy Policy before using Jayu Services, and before providing any Registration Information to Jayu.

7) Disclaimer of Warranties and Representations

JAYU SERVICES AND MATERIALS ARE PROVIDED “AS IS,” “AS AVAILABLE,” “WITH ALL FAULTS,” AND WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, JAYU AND ITS LICENSORS DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, JAYU DOES NOT WARRANT THAT ACCESS TO THE JAYU WEBSITE, FUNCTIONALITY OF JAYU BEACONS, OR JAYU PROGRAMS AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED; NOR DOES JAYU MAKE ANY REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, CURRENCY, QUALITY, COMPLETENESS, USEFULNESS, PERFORMANCE, SECURITY, LEGALITY OR SUITABILITY OF THE SERVICES, THE MATERIALS, OR THE MERCHANT PORTAL SITE.  YOU EXPRESSLY AGREE THAT YOUR USE OF JAYU SERVICES AND RELIANCE UPON JAYU SERVICE, AND/OR JAYU MATERIALS IS AT YOUR SOLE RISK.

8) Limitations of Liability

To the maximum extent permitted by applicable law, Jayu is not liable to you for damages of any kind, including, without limitation, any punitive, exemplary, consequential, incidental, indirect, or special damages arising from or in connection with use of Jayu Services and Programs, whether under a theory of breach of contract, negligence, strict liability, malpractice, or otherwise, even if Jayu has been advised of the possibility of such damages

9) Indemnification

You agree to indemnify, hold harmless, and defend Jayu and its suppliers, officers, directors, employees, agents, affiliates, and subsidiaries, from and against any and all liability, loss, claim, damages, expense, or costs (including, but not limited, to attorneys’ fees), incurred in connection with your use of Jayu Services.

10) Miscellaneous

Any notice, request, demand, or other communication required or permitted hereunder shall be delivered in writing and shall be sent by courier service or mailed by registered or certified mail, transmitted by facsimile, or emailed, addressed to the other party. Notices to you shall be sent by such method to their listed physical address, facsimile number, or email address provided during the registration of Jayu Services.

This Agreement comprises the entire agreement between you and Jayu and supersedes all prior agreements between the parties regarding the subject matter contained herein. Jayu reserves the right to amend or modify these User Terms or impose new conditions at any time. Such amendments and modifications will be effective immediately upon giving you notice by any means including, but not limited to, posting on this site. Any waiver of any provision of the Agreements will be effective only if in writing and signed by Jayu.

11) Force Majeure

Jayu will not be held liable for any loss or damage suffered to Jayu Services as a direct result of cause beyond its control including an Act of God, accident, war, riot, lockout, strike, flood, fire, power failure, breakdown of plant or machinery, delay in transit, postal delay, terrorism, or any other unexpected or exceptional cause or circumstance.

12) Governing Law

This Agreement shall be subject to and construed in accordance with the laws of the State of California, and the parties hereby submit to the exclusive jurisdiction of the state of California courts.