Kemicard – Apple and Google Wallet Cards for Salesforce

PO Box 55056 RPO Windermere, Edmonton AB T6W 5B4

+1-780-237-2142

info@kemisoft.com

Follow Us On:

Linkedin Youtube

Powered by: KEMISOFT 

Menu
Schedule a Demo
Free Trial

KEMICARD END USER LICENSE AGREEMENT

Last Updated: February 21, 2025

THIS AGREEMENT TAKES EFFECT ON THE DATE YOU ACCEPT ITS TERMS, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY OTHERWISE EXPRESSING YOUR CONSENT TO BE BOUND BY THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS. IN SUCH A CASE, THE TERMS “YOU,” “YOUR,” OR “CUSTOMER” REFER TO THAT ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE KEMICARD SERVICE.

This Agreement supersedes all prior agreements between the parties relating to the subject matter contained herein.

This Agreement is effective as of the date You accept its terms, either by clicking a box indicating Your acceptance or by executing a contract that references this Agreement.

1. DEFINITIONS

  1. “Acceptable Use Policy” means the Kemicard policy for appropriate use of the Service. The most recent copy of such Acceptable Use Policy is available on Kemicard’s website.
  2. “Account User” means an individual authorized by Customer to use the Kemicard service and to whom Kemicard has provided login credentials to access and use the Service. Account Users may include Customer’s employees, consultants, contractors, and agents, but may not include any competitors of Kemicard.
  3. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
  4. “Agreement” means these Kemicard End User License Agreement and all terms included in webpage links referenced in this Agreement.
  5. “Applicable Laws” means laws, statutes, regulations, or directives created by common or statutory law that are applicable to the provision or use of the Service, including, without limitation, all applicable laws, statutes, regulations, or directives related to data privacy and digital messaging.
  6. “Customer” means the company or other legal entity on behalf of which You are accepting this Agreement.
  7. “Customer Data” means electronic data and content submitted by or for Customer, or processed by, the Service.
  8. “DPA” means the Kemicard Data Processing Addendum applicable to the processing of personal data under the EU General Data Protection Regulation, the California Consumer Privacy Act, or other comparable data privacy laws or regulations in connection with Customer’s use of the Service. The most recent copy of such DPA is available on Kemicard’s website.
  9. “Documentation” means the Kemicard online documentation for the Service, as updated from time to time, accessible via the Kemicard website.
  10. “End User” means any end user of one or more of Kemicard’s passes.
  11. “Malicious Code” means code, files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs, and Trojan horses.
  12. “Notification” means any communication with End Users made by or for Customer via the Service in connection with a pass.
  13. “Pass(es)” means one or more digital passes (e.g., membership cards, event tickets, loyalty rewards, etc.) owned or controlled by Customer and made available to End Users through the Kemicard platform.
  14. “Kemisoft” means Kemisoft, a company that develops and operates the Kemicard Service.
  15. “Service” means the Kemicard software-as-a-service product, including the Kemicard web application(s), but excluding Third Party Applications.
  16. “Third Party Applications” means third-party web-based or offline software applications, operating systems (such as iOS or Android), platforms, networks, certificates, or devices that interoperate with the Service. For purposes of clarity, Third Party Applications do not include any subcontractors or OEM providers of Kemicard.
  17. “You” or “Your” means the company or other legal entity on behalf of which you are accepting this Agreement.

2. USE OF SERVICE

2.1 Use of Service

To use the Service, You must have an active subscription obtained through Kemisoft’s standard sales process and must have accepted a price proposal for the Service. Subject to Your compliance with this Agreement, while You have a valid subscription, Kemisoft grants You a non-exclusive, non-transferable, and non-sublicensable license to access and use Kemicard within Your Salesforce Environment, solely for the ordinary operation of Your business and in compliance with all applicable laws.

2.2 Your Responsibilities

You are solely responsible for access to and use of the Service by You and Your Authorized Users. You agree to:

(a) Use the Service in accordance with this Agreement, the Documentation, and all applicable laws and regulations.
(b) Ensure that all Authorized Users maintain the confidentiality of their login credentials and do not share them with unauthorized parties.
(c) Promptly notify Kemisoft of any security breaches, unauthorized access, or use of the Service.
(d) Comply with reasonable requests from Kemisoft regarding Service configuration to optimize performance.
(e) Be solely responsible for the accuracy, legality, and appropriate use of all Customer Data, including any data shared with or received from third-party applications integrated with the Service.
(f) Maintain and display legally adequate privacy policies and notices for each digital pass issued through the Service.
(g) Obtain all necessary rights, releases, and consents to allow Customer Data to be collected, processed, stored, and transmitted as contemplated by this Agreement.

If applicable to Customer Data, the terms of any required Data Processing Agreement (DPA) are hereby incorporated by reference, and You agree to comply with Your obligations as a data controller.

2.3 Usage Restrictions

You shall not:

(a) Make the Service available to, or use the Service for the benefit of, any third party without prior written consent from Kemisoft.
(b) Sell, resell, license, sublicense, distribute, rent, or lease the Service, or include it in any outsourced service offering.
(c) Use the Service in a manner that violates any applicable law or third-party terms.
(d) Use the Service to store, transmit, or distribute any malicious code, illegal content, or other harmful data.
(e) Interfere with or disrupt the performance, security, or integrity of the Service or any third-party data.
(f) Attempt to gain unauthorized access to the Service, its related systems, or networks.
(g) Bypass, disable, or otherwise circumvent any security mechanisms or usage limits of the Service.
(h) Copy, modify, reverse-engineer, or create derivative works based on the Service.
(i) Use the Service to develop, offer, or promote a competing product.
(j) Use the Service to make automated decisions that have legal or significant personal effects on individuals, such as determining eligibility for credit, employment, or insurance.
(k) Use the Service to process, store, or transmit any Prohibited Data as defined in applicable data protection laws.

Kemisoft reserves the right to suspend or terminate access to the Service if, in its reasonable judgment, a Customer’s or Authorized User’s actions threaten the security, stability, or integrity of the Service or negatively impact other users. Kemisoft shall have no liability for any suspension or termination made in good faith.

2.4 Third-Party Applications

The Service may integrate with Third-Party Applications, including but not limited to Salesforce and mobile wallet platforms. By linking a Third-Party Application to Kemicard, You:

(a) Authorize Kemisoft to access, receive, and, where necessary, store data from the Third-Party Application to enable interoperability with the Service.
(b) Grant Kemisoft permission to allow the provider of the Third-Party Application to access Customer Data as required for integration purposes.

Kemisoft is not responsible for any data usage, transmission, disclosure, modification, or loss resulting from a Third-Party Application linked to the Service. You are solely responsible for securing the necessary rights and permissions to integrate such applications. Your use of any Third-Party Application is subject to the terms and conditions of that provider, and Kemisoft makes no representations or warranties regarding their suitability, security, or reliability.

3. TERM AND TERMINATION

3.1 Term

Kemicard will provide access to the Service for the term specified in the applicable sales agreement (the “Term”). Unless either party provides written notice of non-renewal before the end of the current Term, the subscription will automatically renew under the same terms and conditions. Upon termination, You will no longer have access to the Service or any stored Customer Data.

3.2 Termination

Either party may terminate this Agreement for cause:

(a) Upon three (3) days’ written notice if the other party materially breaches the Agreement and fails to cure such breach within the notice period.
(b) Immediately if You exceed the permitted usage limits of the Service.
(c) Immediately if either party becomes subject to bankruptcy, insolvency, receivership, liquidation, or similar proceedings.

Additionally, Kemisoft reserves the right to immediately suspend or terminate Your access to the Service if:

(i) You fail to make payment when due.
(ii) You violate any obligations under Section 2 or any acceptable use policies.
(iii) Your use of the Service disrupts, degrades, or negatively impacts the performance or security of the Service for other users.

3.3 Effect of Termination

Upon termination or expiration of this Agreement:

(a) You must cease all access to and use of the Service.
(b) You will not be entitled to any refunds of paid fees.
(c) Any outstanding fees for services rendered up to the termination date, as well as any remaining subscription fees, will become immediately due and payable unless termination is due to a failure of the Service or a material breach by Kemisoft.

The following sections will survive termination: 2.2, 3.3, and Sections 5 through 10.

4. FEES AND PAYMENT

4.1 Fees

As part of the sales process, You will receive a price proposal for the Service. By accepting the proposal and proceeding with the Service, You agree to pay all applicable fees as outlined in Your agreement with Kemisoft. Fees are billed according to the agreed-upon terms in Your sales agreement. You are responsible for providing complete and accurate billing and contact information to Kemisoft and for updating this information as necessary. Unless otherwise stated, all fees are payable in the agreed-upon currency specified in Your sales agreement.

4.2 Taxes

Fees for the Service do not include any applicable taxes, levies, duties, or similar governmental charges, including but not limited to value-added tax (VAT), sales tax, use tax, or withholding tax (collectively, “Taxes”). You are responsible for paying all applicable Taxes related to Your subscription. If Kemisoft is required to collect Taxes for which You are responsible, Kemisoft will invoice You, and You agree to pay such amounts unless You provide a valid tax exemption certificate issued by the appropriate tax authority. For clarity, Kemisoft is solely responsible for any taxes assessed on its income, property, and employees.

4.3 Late Payments

Failure to pay all amounts due in accordance with the agreed payment terms will be considered a material breach of this Agreement. In such cases, Kemisoft reserves the right to suspend or terminate Your access to the Service as outlined in Section 3.

5. PROPRIETARY RIGHTS AND LICENSES; CUSTOMER DATA

5.1 Ownership of the Service

Kemicard (and its licensors, where applicable) retains all rights, title, and interest in and to the Service, including all associated intellectual property rights such as patents, trademarks, copyrights, trade secrets, and any modifications, extensions, or derivative works. No rights are granted to You except as expressly set forth in this Agreement. All rights not expressly granted are reserved by Kemisoft and its licensors.

5.2 License to Use the Kemicard Service

Kemicard grants You a limited, worldwide, non-exclusive, non-transferable license to use the Kemicard Service solely in connection with this Agreement and the provided documentation during the Term. This license is granted for Your internal business operations and does not include the right to sublicense or distribute the Service.

5.3 Ownership of Customer Data

You retain ownership of all Customer Data, including any data uploaded, transmitted, or stored through the Service. By using the Service, You grant Kemisoft a non-exclusive, royalty-free, non-transferable (except in cases of permitted assignment under this Agreement), worldwide license to process, store, modify, and display Customer Data solely for the purpose of providing the Service, including integration with any third-party applications linked to Your account. You represent and warrant that You have obtained all necessary rights and permissions to allow Kemisoft to process Customer Data as described in this Agreement.

5.4 Aggregated Data

Kemicard may compile and analyze anonymized data from Customer usage of the Service:

  • Aggregated Service Data: Anonymized data within Your account may be used to enhance Service functionalities. However, this data will not be combined with that of other customers.
  • Aggregated Usage Data: Anonymized and de-identified usage data may be analyzed to improve, develop, and support the Service, as well as to generate industry reports or benchmarking insights.

For clarity, Kemisoft will not use Aggregated Service Data or Aggregated Usage Data to identify You, Your End Users, or Your Customers as the source of any data. Kemisoft will not sell or disclose raw or personal data included in Aggregated Service Data or Aggregated Usage Data to third parties.

5.5 Feedback

Any feedback, suggestions, or recommendations You provide to Kemisoft regarding the Service are voluntary. By submitting feedback, You grant Kemisoft and its affiliates a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license to use, modify, and incorporate such feedback into the Service without obligation or compensation to You.

6. DISCLAIMER OF WARRANTIES

KEMICARD AND ITS LICENSORS PROVIDE THE SERVICE “AS IS” AND MAKE NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. KEMICARD AND ITS LICENSORS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

KEMICARD DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGE RESULTING FROM THIRD-PARTY HOSTING PROVIDERS, THIRD-PARTY APPLICATIONS, OR INTEGRATIONS USED IN CONNECTION WITH THE SERVICE.

7. LIMITATION OF LIABILITY

KEMICARD’S AND ITS LICENSORS’ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE WILL NOT EXCEED $1,000. THIS LIMITATION APPLIES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE.

IN NO EVENT SHALL KEMICARD, ITS LICENSORS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU ACKNOWLEDGE AND AGREE THAT THIS SECTION 7 IS INTENDED TO ALLOCATE RISK BETWEEN THE PARTIES. GIVEN THE LIMITED OR NO-CHARGE ACCESS TO THE SERVICE, KEMICARD WOULD HAVE CHARGED SIGNIFICANTLY HIGHER FEES IF IT ASSUMED GREATER LIABILITY. KEMICARD RELIES ON THESE LIMITATIONS AS A FUNDAMENTAL BASIS FOR PROVIDING THE SERVICE UNDER THIS AGREEMENT.

8. INDEMNIFICATION

8.1 Kemicard Indemnification

Kemicard shall defend, indemnify, and hold You harmless from any third-party claim, demand, suit, or proceeding (each, a “Claim”) made against You by a third party, along with any direct damages, liabilities, losses, settlements, judgments, costs, and expenses (including reasonable attorney’s fees) (collectively, “Losses”) arising from a Claim that alleges the Service, as provided by Kemicard under this Agreement, infringes or misappropriates third-party copyrights, trademarks, or trade secrets under applicable laws.

If Kemicard receives information about an infringement or misappropriation claim, Kemicard may, at its discretion and at no cost to You:

  1. Modify the Service so that it no longer infringes or misappropriates,
  2. Obtain a license for Your continued use of the Service under this Agreement, or
  3. Terminate Your subscriptions for the Service upon 30 days’ written notice and refund any prepaid fees for the remaining term of the terminated subscriptions.

These indemnification obligations do not apply if the Claim arises from:

  • Customer Data,
  • Third Party Applications,
  • Notifications,
  • Your breach of this Agreement,
  • Modifications made by You, or
  • Failure to implement modifications, upgrades, or enhancements made available by Kemicard.

8.2 Your Indemnification

You shall defend, indemnify, and hold Kemicard, its affiliates, and licensors (“Kemicard Indemnified Parties”) harmless from any Claim and related Losses made against a Kemicard Indemnified Party due to or arising from:

  1. Your or any Account User’s access and/or use of the Service,
  2. Notifications,
  3. Your Data,
  4. Infringement or misappropriation of intellectual property rights, violation of obligations to a third party, or violation of applicable laws, or
  5. Your or any Account User’s breach of Section 2 of this Agreement.

8.3 Indemnification Process

The indemnifying party’s obligations are conditioned on:

  • The indemnified party providing prompt written notice of the claim (although failure to do so will not relieve the indemnifying party of its obligations except to the extent it materially impairs the ability to defend),
  • The indemnifying party having full control of the defense and settlement (though the indemnified party may participate at its own expense),
  • Reasonable cooperation with the indemnifying party at the indemnifying party’s expense regarding out-of-pocket expenses,
  • The indemnified party not admitting fault or liability for the claim.

8.4 Exclusive Remedy

This Section 8 provides the indemnifying party’s sole liability and the indemnified party’s exclusive remedy for any third-party claims under this Agreement.

9. CONFIDENTIALITY

9.1 Definition of Confidential Information

“Confidential Information” refers to any information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”), either orally or in writing, that is designated as confidential or reasonably understood to be confidential given the nature of the information and the context of disclosure. This includes, but is not limited to, business and marketing plans, technology, technical information, product plans, designs, and business processes.

Customer Confidential Information includes Customer Data, while Kemicard’s Confidential Information includes the Service and all non-public details about the Service.

Confidential Information does not include information that:
(a) Becomes publicly known without breach of any obligation owed to the Disclosing Party,
(b) Was known to the Receiving Party before its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party,
(c) Is received from a third party without breach of any obligation owed to the Disclosing Party, or
(d) Is independently developed by the Receiving Party without violating any obligations owed to the Disclosing Party.

Each party may disclose the existence and terms of this Agreement, in confidence, to potential purchasers or successors involved in the reorganization, spin-off, sale of assets, or a division of its business.

9.2 Protection of Confidential Information

The Receiving Party agrees to use the same level of care to protect the Confidential Information of the Disclosing Party as it does for its own Confidential Information of a similar nature, but not less than reasonable care. The Receiving Party may only use the Confidential Information within the scope of this Agreement.

The Receiving Party may disclose the Disclosing Party’s Confidential Information to its Affiliates, investors, or related persons (such as officers, directors, employees, attorneys, or accountants) only to the extent necessary to fulfill the purpose of this Agreement. If the Receiving Party needs to disclose such information to anyone else, the recipient must execute a confidentiality agreement similar to this Section before disclosure.

9.3 Compelled Disclosure

The Receiving Party may disclose the Disclosing Party’s Confidential Information if compelled by law, provided that prior notice is given to the Disclosing Party (where permitted by law) and reasonable assistance is offered (at the Disclosing Party’s cost) if the Disclosing Party wishes to contest the disclosure.

If the Receiving Party is legally compelled to disclose the Disclosing Party’s Confidential Information in a civil proceeding to which the Disclosing Party is a party and the Disclosing Party does not contest the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable costs associated with compiling and providing secure access to the Confidential Information.

9.4 Survival

The obligations of confidentiality and non-use outlined in this Section will remain in effect for five (5) years following the expiration or termination of this Agreement. Trade secrets provided by the Disclosing Party will continue to be treated as Confidential Information without any time limitation.

10. GENERAL PROVISIONS

10.1 Manner of Giving Notice

Except as otherwise specified in this Agreement, all notices, permissions, and approvals shall be in writing and deemed given upon:
(a) Personal delivery,
(b) The second business day after mailing,
(c) The second business day after sending by confirmed facsimile, or
(d) The first business day after sending by email.

Notices to You will be addressed to the contact information provided in the Registration Form. PassKit may also notify You and Account Users of important announcements regarding the operation of the Service, such as downtime, through online notice

10.2 Modifications

PassKit reserves the right to change or modify any of the terms and conditions in this Agreement, the Service, or any policy governing the Service at any time by posting the new Agreement to the website.

PassKit will make reasonable efforts to notify You of any changes, which may include posting an announcement, in-product notices, or emails. Continued use of the Service after posting or notice of changes constitutes Your acceptance of such changes. If You do not agree to the changes, You may cancel Your subscription by providing at least seven (7) days written notice within thirty (30) days of receiving notice of the changes.

10.3 Co-Marketing

Unless prohibited by local law, You agree to participate in reasonable marketing activities to promote the benefits of the Service to potential customers, including allowing PassKit to use Your name and logo on PassKit’s website and promotional materials. You also agree that PassKit may disclose You as a customer.

10.4 Export Compliance

The Service, the Kemicard Library, and other technologies PassKit provides may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not located in a Prohibited Jurisdiction, where the provision of the Service, Kemicard Library, or Customer Data is prohibited under applicable laws. You shall not provide access to the Service, the Kemicard Library, or Customer Data to any government, entity, or individual located in a Prohibited Jurisdiction. Each party represents, warrants, and covenants that:
(a) It is not on any U.S. government list of prohibited persons or entities,
(b) It is not a national of or registered in a Prohibited Jurisdiction,
(c) It will not permit Account Users to access the Service in violation of export restrictions, and
(d) It will comply with all applicable laws regarding the transmission of technical data exported from the United States and other countries.

10.5 Force Majeure

Neither party shall be liable for failure or delay in performance due to causes beyond its reasonable control, such as acts of God, natural disasters, terrorist actions, governmental orders, civil or military authority, war, failure of telecommunication or digital transmission links, or third-party failures.

10.6 Assignment

Neither party may assign its rights or obligations under this Agreement without the other party’s prior written consent, except in the case of a merger, acquisition, or sale of substantially all assets. This Agreement will bind and inure to the benefit of the parties, their successors, and permitted assigns.

10.7 Governing Law; Jurisdiction

This Agreement shall be governed by the laws of the State of Delaware, without regard to conflicts of law principles, and the exclusive jurisdiction shall be the courts located in Delaware, USA.

10.8 Government End Use Provisions

This section applies if the Customer is a government entity. PassKit provides the Service for federal government end use under the terms of this Agreement. If additional rights are needed by the government, they must negotiate directly with PassKit to determine acceptable terms.

10.9 Relationship of the Parties; Non-exclusivity

The parties are independent contractors, and this Agreement does not create a partnership, franchise, joint venture, or employment relationship. This Agreement does not prevent PassKit from providing the Service to third parties or prevent You from obtaining similar services from other providers.

10.10 Third-Party Beneficiaries

There are no third-party beneficiaries under this Agreement.

10.11 Severability

If any provision of this Agreement is held to be contrary to law by a court of competent jurisdiction, the provision will be deemed null and void, and the remaining provisions will remain in effect.

10.12 Electronic Signature

Each party agrees that electronic signatures, whether digital or encrypted, will have the same effect as manual signatures and are intended to authenticate this Agreement.

10.13 Entire Agreement

This Agreement, including the Registration Form and Acceptable Use Policy, constitutes the entire agreement between the parties. It supersedes all prior agreements or communications, and the terms of any purchase orders will not affect this Agreement.