TERMS AND CONDITIONS AGREEMENT
Effective Date: April 15, 2025
This Terms and Conditions Agreement (the “Agreement”) is entered into by and between BNTM Technologies Inc., a corporation duly organized and existing under the laws of the Republic of the Philippines, with principal offices at [Insert Full Address], hereinafter referred to as the “Company,” and the end user, merchant, or business entity (“User,” “Merchant,” or “You”) accessing or utilizing the Spree Rewards platform (the “Platform”).
1. Acceptance of Terms
By using the Platform, You acknowledge that You have read, understood, and agreed to be legally bound by the terms and conditions set forth herein. Your continued use of the Platform shall constitute acceptance of this Agreement in its entirety.
2. Eligibility
Use of the Platform is limited to business entities and individuals who are at least eighteen (18) years of age and have the legal capacity to enter into binding agreements under applicable law. By registering, You represent and warrant that all information provided is true, accurate, and complete.
3. Nature of the Platform
Spree Rewards is a digital loyalty and rewards software designed to enable businesses to issue and manage their own stamp or point-based promotional programs. The Platform is strictly a neutral medium and shall not be construed as a representative, agent, partner, co-owner, or affiliate of any merchant. The Company does not operate any physical retail or commercial outlet and has no involvement in the execution, quality, legality, delivery, or customer service of goods or services offered by any Merchant.
4. Intellectual Property Rights
All components of the Platform—including but not limited to the software, codebase, brand, interface designs, analytics tools, and technical documentation—are the sole intellectual property of the Company. Use of the Platform grants You no rights of ownership or claims to proprietary materials. Unauthorized reproduction, adaptation, or distribution of the Platform or any part thereof is strictly prohibited.
5. Account Responsibilities
Each Merchant is responsible for maintaining the confidentiality of its account credentials and activity logs. The Company shall not be liable for any unauthorized access, data manipulation, or misuse of the Merchant’s account.
6. Merchant Roles and Limitations
Each Merchant assumes full legal, financial, and operational responsibility for:
- Reward configurations and conditions
- Redemption logic and inventory fulfillment
- Customer engagement and support
- All representations made to customers
Merchants are solely liable for any disputes, complaints, refunds, or legal actions initiated by customers in relation to their rewards programs.
7. Points, Stamps, and Redemption Disclaimer
Reward stamps and points issued on the Platform:
- Are non-monetary, non-redeemable for cash, and non-transferable between businesses.
- May only be used at the original issuing merchant.
- Are governed by that merchant’s own redemption conditions, inventory availability, and promotional terms.
- Do not hold any fiscal or digital currency equivalence.
- Are not securities, negotiable instruments, or prepaid instruments.
Spree Rewards assumes no liability for loss, expiration, or redemption failure of any points or stamps issued by Merchants.
8. Platform Limitations and Restrictions
Users are prohibited from:
- Using the Platform for fraudulent or deceptive marketing schemes.
- Hacking, copying, or reverse-engineering any part of the system.
- Creating automated scripts or using bots to simulate customer transactions or accumulate rewards.
Violations may result in permanent termination of account access and potential legal action.
9. Third-Party Services and Integrations
The Platform may offer integrations with third-party tools (e.g., QR generators, NFC cards, analytics dashboards). The Company makes no warranties and assumes no responsibility for the functionality, accuracy, or legal compliance of such external services. Your use of such services shall be subject to their respective terms and privacy policies.
10. No Agency, Partnership, or Franchise
Use of the Platform does not create any agency, joint venture, employment, partnership, or franchise relationship between You and the Company. Merchants shall not represent themselves as having any legal association, affiliation, or sponsorship with the Company beyond being a software subscriber.
11. No Business Outcome Guarantee
Spree Rewards is a software platform intended to aid business operations. It does not guarantee sales growth, customer retention, or profitability. The Company disclaims any liability for lack of results or failure to meet marketing or revenue expectations.
12. Force Majeure
The Company shall not be held liable for any failure or delay in performance arising out of causes beyond its reasonable control, including but not limited to acts of God, war, riot, embargo, governmental acts, pandemics, internet outages, or labor disputes.
13. Data Privacy and Security
The Company adheres to Republic Act No. 10173 (Data Privacy Act of 2012). All collected data will be stored and processed securely and only for purposes related to account management, communications, and product improvement. Users are responsible for protecting their own customers’ data and complying with applicable privacy laws.
14. Limitation of Liability
To the fullest extent permitted by law, BNTM Technologies Inc. disclaims any and all liability for direct, indirect, incidental, or consequential damages arising out of the use or inability to use the Platform. This includes, but is not limited to, system downtime, loss of data, or unauthorized access.
15. Termination of Access
The Company reserves the right to suspend or permanently terminate any account for violation of these Terms or for unlawful, abusive, or fraudulent conduct. Upon termination, all accrued reward balances may be nullified at the discretion of the issuing business.
16. Dispute Resolution and Arbitration
In the event of a dispute arising out of this Agreement, both parties agree to first attempt resolution through good-faith negotiation. If unsuccessful, disputes shall be settled through binding arbitration under the rules of the Philippine Dispute Resolution Center, Inc. (PDRCI). Venue shall be in Cagayan de Oro City.
17. Severability
If any provision of this Agreement is found to be unlawful, void, or unenforceable, such provision shall be deemed severable and will not affect the validity and enforceability of any remaining provisions.
18. Waiver
Failure by the Company to enforce any part of this Agreement shall not constitute a waiver of its right to enforce such provision or any other provision in the future.
19. Modifications to the Agreement
This Agreement may be updated at any time, with or without notice. Users will be informed of material changes via the Platform or email. Continued use of the Platform following such updates constitutes acceptance of the modified Agreement.
20. Governing Law
This Agreement shall be governed by the laws of the Republic of the Philippines. Exclusive jurisdiction shall lie with the appropriate courts of Cagayan de Oro City, Misamis Oriental.
21. Entire Agreement
This Agreement constitutes the complete understanding between the User and BNTM Technologies Inc. with respect to the use of the Platform, superseding all prior agreements or understandings, oral or written.