Private Label Policy

Private Label Policy

This Private Label Policy (this “Policy”) describes terms and conditions which apply if you purchased the option to “private label” the digital customer loyalty program services as well as other services (the “Service”) offered by XAscend, LLC. (“Loyally”) and the related website located at https://www.loyally.me (the “Site”). This policy supplements, and is incorporated into, Loyally’s Subscription Agreement (currently published at https://loyally.me/tpost/unsahp11t1-subscription-agreement (the “Subscription Agreement”), and the Terms of Use for the Site (currently published at https://loyally.me/tpost/foxlolg1f1-terms-of-use (the “Terms of Use”). If any provision in this Policy conflicts with a term in the Subscription Agreement or the Terms of Use, then the applicable provisions of Subscription Agreement and the Terms of Use will prevail unless the term in this Policy specifically states that it will prevail.

If you violate this Policy, Loyally may suspend or terminate your use of the Service or access to the Site. Loyally’s right to suspend or terminate your use of the Service or Site applies even if a breach is committed unintentionally or without your authorization if Loyally believes that suspension or termination is necessary to ensure compliance with laws or to protect the rights, safety, privacy, security or property of Loyally, its customers or third parties.

Loyally may modify this Policy at any time by posting a revised version on the Site. By using the Service or accessing the Site, you agree to the latest version of this Policy.

1. “Private Label”

If the Order or Service Plan your purchased includes the “private label” option, then you shall be entitled to private label and market the Service (the “Branded Service”) to your own clients under your own trade name and/or trade dress, through your own domain name, and by creating your own Customer sub-accounts generated specifically for the use of the Branded Service.

2. Ownership

Notwithstanding anything contrary to herein, (a) Customer owns all right, title and interest in and to Customer’s trademarks, tradenames, trade dress, and logos utilized in connection with the Branded Service, and (b) Loyally owns all right, title and interest in and to the Service, including as part of the Branded Service, as well as all associated Intellectual Property Rights. Except for the rights expressly granted by one Party to the other in this Agreement, all rights are reserved by the granting Party.

3. Privacy Policy

Use of the Branded Service shall be subject to Loyally’s standard Privacy Policy, currently available at https://loyally.me/tpost/nj50sr9zt1-privacy-policy, which outlines Loyally’s information collection, usage and disclosures practices with respect to information collected by Loyally through the Service. Since you will be operating the Branded Service on your own, you will be responsible for the collection, usage and disclosure of data through the Branded Service, and the Branded Service should be subject to the provisions of your Privacy Policy, which should be identical to Loyally’s in all material respects.

4. Indemnification

Customer agrees to defend, indemnify and hold harmless Loyally and its employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including without limitation attorneys’ fees) arising out of or related to any legal claim, suit, action or proceeding by a third party that such party’s personally data was improperly disclosed or used in connection with such party’s use of the Branded Services. For the purposes of Section 15.2 of the Subscription Agreement, the Branded Service shall be included in the definition of the Customer-Controlled Matters.

5. Fees and Payment

You shall be allowed to set your own prices and currencies for the Branded Service. You shall be able to process payments from the clients of the Branded Service by setting up and connecting your payment processor account. Loyally uses Stripe, Inc. (“Stripe”) for its payment processing, and upon setting up your own account with Stripe, Customer can begin processing payments from clients of the Branded Service on its own.

Customer agrees to pay a fraction of the revenue generated in accordance with the operation of the Branded Service in accordance with this Policy and applicable Order(s) and Service Plan(s) (“Revenue Fraction”). Except as otherwise provided in an Order, Revenue Fraction must be paid in U.S. dollars, on the last date of a calendar month, for the previous calendar month of the operation of the Branded Service.