Legal & Compliance
This Subscription Agreement (this “Agreement”) contains the terms and conditions that govern your purchase of subscriptions to, and use of, the Services (as defined below). It is a contract between Suki Cards (“Suki Cards,” “we,” “us,” or “our”) and you, or the entity or organization that you represent.
New customers may try Suki Cards free for 14 days with no credit card required. After the trial period, a paid subscription is required to continue using the Services.
If you are an individual using the Services for your own purposes: (1) all references to “Customer” are to you, and (2) you represent and warrant that you are at least 18 years of age and have the right, power, and authority to enter into this Agreement.
If you are using the Services on behalf of an entity or organization: (1) all references to “Customer” are to that entity or organization, and (2) you represent and warrant that you are at least 18 years of age and have the right, power, and authority to enter into this Agreement on behalf of Customer.
This Agreement becomes binding and effective upon the earliest of: (1) when you access or use the Services; (2) when you click an “I Accept,” “Sign up,” or similar button referencing this Agreement; or (3) when you enter into an Order with Suki Cards.
Contents
This Agreement sets forth the terms pursuant to which Customer may access and use Suki Cards’ Services in connection with one or more Orders. Subject to the terms of an Order, the Services will support Customer’s operation of a digital customer loyalty program for the Customer’s business (collectively, but exclusive of the subscribed Services, “Customer’s Environment”).
2.1. Subject to the applicable Order and this Agreement, Suki Cards hereby grants to Customer the right to access and use the Services in accordance with the Documentation during the Order Term for Customer’s Environment.
2.2. All rights granted by each Party to the other under this Section 2 are limited, non-exclusive, and, except as otherwise provided in this Agreement, non-transferable.
Suki Cards commits to make the Services Available at least 99.8% of the time, exclusive of any time the Services are not Available as a result of one or more Exceptions (the “Availability Standard”). If the actual Availability of the Services is less than the Availability Standard in any two consecutive months, Customer may terminate the applicable Order in the calendar month following such two-month period upon written notice to Suki Cards. In the event of such termination, Suki Cards will issue Customer a Pro-Rated Refund (as defined in Section 14.3).
Subject to this Agreement, Suki Cards will provide Support to Authorized Users by email at support@suki.cards. Although resolution times are not guaranteed, Suki Cards commits to respond to each Support Request within 48 hours. Customer’s sole and exclusive remedy for any alleged failure by Suki Cards to provide Support with reasonable skill, care, and diligence shall be re-performance of the applicable Support.
5.1. Taking into account the nature and types of Customer Data, Suki Cards will employ administrative, physical, and technical measures in accordance with applicable industry practice to protect the Services and prevent the accidental loss or unauthorized access, use, alteration, or disclosure of Customer Data under its control during each Order Term.
5.2. Customer is responsible for properly configuring the Services in accordance with the Documentation, enabling single sign-on for Customer’s accounts where available, and securing access passwords, keys, tokens, or other credentials used by Customer in connection with the Services (collectively, “Customer Credentials”). Customer agrees to use reasonable efforts to prevent unauthorized access or use of the Services and to promptly notify Suki Cards if Customer believes (a) any Customer Credentials have been lost, stolen, or made available to an unauthorized third party, or (b) an unauthorized third party has accessed the Services or Customer Data.
5.3. Except for limited Personal Information in Account Data, Suki Cards does not require Personal Information for Customer’s access and use of the Services. Customer shall limit Personal Information in Account Data to only that necessary for the creation and administration of its Suki Cards account. Customer shall not use the Services to Process any Sensitive Information.
5.4. Suki Cards may Process information about Customer’s configuration and use of the Services (“Usage Data”), Customer Data, and Account Data: (a) to manage Customer’s account; (b) to provide and improve the Services and Support; and (c) to provide Customer and Authorized Users insights, service announcements, and other reporting. Suki Cards may also Process Usage Data that has been aggregated and/or anonymized to develop new services and features, and to promote Suki Cards’ services. Suki Cards’ Processing of Usage Data, Customer Data, and Account Data shall at all times be subject to Suki Cards’ obligations under this Agreement and the Privacy Policy.
6.1. Customer will be solely responsible for: (a) Customer’s Environment, including as necessary to enable Authorized Users’ access and use of the Services; (b) Account Data, Customer Data, and Customer Credentials; (c) providing any required notices to, and receiving any required consents and authorizations from, persons whose Personal Information may be included in Account Data or Customer Data; and (d) ensuring use of the Services is only for Customer’s Environment and in accordance with this Agreement, Documentation, and applicable Third-Party Terms.
6.2. Customer shall not, directly or indirectly: (a) enable any person or entity other than Authorized Users to access and use the Services; (b) attempt to gain unauthorized access to any Service or its related systems or networks; (c) use any Service to access Suki Cards Intellectual Property Rights except as permitted under this Agreement; (d) modify, copy, or create any derivative work based upon a Service; (e) resell, distribute, or otherwise make available any Service to any third party; (f) reverse engineer, disassemble, or decompile all or any portion of the Services or access the Services in order to copy ideas, develop competing products, or perform competitive analyses; (g) remove, obscure, or alter any proprietary notice related to the Services; (h) send or store Malicious Code; (i) use or permit others to use the Services in violation of Applicable Law; or (j) use or permit others to use the Services other than as described in the applicable Order, Documentation, and this Agreement.
6.3. Suki Cards reserves the right to investigate potential violations of the above provisions. In the event Suki Cards reasonably believes a violation has occurred, Suki Cards will have the right to suspend Authorized Users suspected of the violation from accessing the Services. Except where violations are willful, or in urgent or emergency situations, Suki Cards will notify Customer of any such suspension in advance (each, a “Suspension Notice”) and work with Customer in good faith to resolve the potential violation.
Each Party agrees to comply with all Applicable Laws with respect to its performance of its obligations and exercise of its rights under this Agreement.
7.1. Each Party shall comply with Applicable Laws concerning the privacy and protection of Personal Information. Customer will be solely responsible for providing any notices required by Applicable Law to, and receiving any consents and authorizations required by Applicable Law from, persons whose Personal Information may be included in Account Data or Customer Data. If Customer believes Customer Data may include the Personal Information of natural persons located in the European Economic Area and wishes to execute a Data Processing Addendum (“DPA”) pursuant to the GDPR, Customer may do so by submitting a request by email to support@suki.cards.
7.2. Each Party shall comply with Applicable Laws concerning anti-bribery and anti-corruption. Customer represents that it has neither received nor been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any employee, agent, or representative of Suki Cards in connection with this Agreement.
7.3. Each Party shall comply with all applicable export controls and trade sanctions laws, and shall not directly or indirectly export, re-export, or otherwise deliver Services to any sanctioned country, entity, or person.
8.1. Customer agrees to pay all fees charged by Suki Cards for Customer’s use of the Services in accordance with this Agreement and applicable Order(s) and Service Plan(s) (collectively, “Fees”). Except as otherwise provided in an Order: (a) Fees for Services are set forth on the Pricing Page; (b) Fees must be paid in U.S. dollars; and (c) Fees for Services include Support at no additional charge.
8.2. If Customer is paying Fees using a credit card or any digital payment method supported by Suki Cards, Customer authorizes Suki Cards to charge Customer’s account for the Services using that payment method. Customer must keep all billing account information current. If Customer notifies Suki Cards to stop using a previously designated payment method and fails to designate an alternative, Suki Cards may immediately suspend access to the Services.
8.3. Without limiting Suki Cards’ other rights or remedies, if any Fees are not received by the due date, Suki Cards may, at its discretion: (a) charge interest on the past-due amount at the rate of 1.5% per month (or the maximum rate permitted by Applicable Law, whichever is lower) from the date such payment was due until the date paid; and (b) suspend Customer’s access to the Services until all past-due amounts have been paid in full.
Suki Cards offers a 14-day free trial for new Customers with no credit card required. During the free trial period, no payment is collected and therefore no refund applies. At the end of the trial period, Customer may choose to subscribe to a paid Service Plan or discontinue use of the Services.
For new Customers subscribing to a paid Service Plan for the first time, Suki Cards offers a 7-day money-back guarantee from the effective date of the initial paid Order. To request a refund under this guarantee, Customer must submit a written request by email to support@suki.cards within 7 calendar days of the initial paid Order.
Pro-Rated Refunds will be issued by Suki Cards in the circumstances expressly identified in this Agreement, including under Section 3 (Availability) and Section 14.3 (Termination). A “Pro-Rated Refund” is calculated on the basis of the unused, prepaid portion of the current Order Term remaining as of the effective date of termination.
Except as expressly provided in Sections 9.2 and 9.3, all Fees are non-refundable. Without limiting the foregoing, Suki Cards does not provide refunds or credits for:
Approved refunds will be processed to the original payment method within 10 business days of approval. Refund processing times by the applicable card network or payment provider are outside Suki Cards’ control.
Customer may cancel auto-renewal of any subscription at any time through the account settings at app.suki.cards/settings or by emailing support@suki.cards. Cancellation of auto-renewal stops future charges; it does not entitle Customer to a refund of Fees already paid for the current Order Term, except as expressly provided in this Section 9.
All Fees are exclusive of taxes, levies, duties, or charges imposed by government authorities (collectively, “Taxes”). Customer shall be solely responsible for all sales, service, value-added, use, excise, consumption, and any other Taxes on amounts payable by Customer under the Orders and this Agreement (other than any Taxes on Suki Cards’ income, revenues, gross receipts, personnel, or assets). If Customer is required to deduct or withhold any Taxes under Applicable Laws, Customer shall remit such Taxes in accordance with those Applicable Laws and all Fees payable shall be increased so that Suki Cards receives an amount equal to the sum it would have received had no withholding or deduction been made.
As between the Parties: (a) Customer owns all right, title, and interest in and to Customer’s Environment and Customer Data, including in each case all associated Intellectual Property Rights; and (b) Suki Cards owns all right, title, and interest in and to the Services, Documentation, and Feedback, including in each case 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.
12.1. “Confidential Information” means any information disclosed by one Party, its Affiliates, business partners, or their respective employees, agents, or contractors (the “Discloser”) that is designated as confidential, or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Confidential Information includes: (a) Customer Data; (b) information relating to the Discloser’s technology, customers, business plans, finances, and other business affairs; (c) third-party information that the Discloser is obligated to keep confidential; and (d) the terms of this Agreement and all Orders. Confidential Information does not include information that: (i) was known to the Recipient prior to receiving it from the Discloser; (ii) is independently developed by the Recipient without reference to the Discloser’s Confidential Information; (iii) is acquired from another source without restriction; or (iv) is or becomes publicly available through no fault of the Recipient.
12.2. The Recipient shall not (a) use the Discloser’s Confidential Information for any purpose outside the scope of this Agreement without the Discloser’s prior written consent, or (b) disclose the Discloser’s Confidential Information to any person or entity, except to the Recipient’s employees, agents, contractors, and service providers who are bound by non-use and non-disclosure obligations at least as protective as those contained in this Agreement and who have a need to know. The Recipient may disclose Confidential Information to the limited extent required by Applicable Law or a valid governmental order, provided the Recipient uses reasonable efforts to give the Discloser advance notice to seek appropriate relief.
13.1. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY OR GUARANTEE OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
13.2. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL SERVICES, SUPPORT, AND ANY OTHER MATERIAL ARE PROVIDED BY SUKI CARDS ON AN “AS IS” AND “AS AVAILABLE” BASIS. SUKI CARDS MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, DOCUMENTATION, OR ANY OTHER MATERIAL, OR RESULTS OF THE USE THEREOF, WILL: (a) MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS; (b) OPERATE WITHOUT INTERRUPTION; (c) ACHIEVE ANY INTENDED RESULT; (d) BE ERROR FREE; OR (e) BE COMPATIBLE OR WORK WITH CUSTOMER COMPONENTS.
14.1. The term of this Agreement will continue through the expiration or earlier termination of the last Order to be in effect.
14.2. Upon expiration or earlier termination of an Order: (a) all rights granted to Customer with respect to Services under such Order will terminate effective as of the effective date of termination; and (b) Suki Cards will have no obligation to provide Services to Customer or Authorized Users after the effective date of the termination.
14.3. If an Order is terminated early by Customer pursuant to Section 3, or by Suki Cards pursuant to Section 15.2: (a) Customer shall not be obligated to pay any additional amounts following the effective date of termination; and (b) Suki Cards will refund to Customer a pro rata share of any unused amounts prepaid by Customer under the applicable Order (a “Pro-Rated Refund”). In all other cases, Customer will not be entitled to a refund of Fees paid and any unpaid Fees outstanding will become immediately due and payable.
14.4. Provided Customer has paid all amounts due, for up to 30 days from the effective date of termination, an Authorized User designated by Customer will be permitted to continue to access and download Customer Data that was accessible immediately prior to termination. After such 30-day period, Suki Cards may delete Customer Data in the ordinary course of business.
14.5. The provisions set forth in Sections 5.4, 6.2, 7, 9 through 16, and 18 through 27 will survive any expiration or termination of this Agreement.
15.1. Subject to Sections 15.2 and 15.4, Suki Cards agrees to defend, indemnify, and hold harmless Customer, its Participating Affiliates, and their employees, contractors, agents, officers, and directors (collectively, “Customer Indemnitees”), from and against any and all Losses arising out of or related to any Action by a third party alleging that use of the Services as permitted under this Agreement infringes such third party’s patent or copyright, or misappropriates such third party’s trade secrets (each, a “Customer Infringement Claim”).
15.2. If the Services become, or in Suki Cards’ opinion are likely to become, the subject of a Customer Infringement Claim, Suki Cards may in its discretion and at its own expense: (a) obtain for Customer the right to continue using the Services; (b) modify the Services so that they no longer infringe or misappropriate; or (c) terminate this Agreement and all Orders and issue a Pro-Rated Refund. Suki Cards will have no obligation to indemnify Customer for a Customer Infringement Claim to the extent it arises from: (i) Customer’s Environment; (ii) Account Data, Customer Data, or Customer Credentials; or (iii) use of the Services by Customer in a manner that breaches an Order, Service Plan, or this Agreement.
15.3. Subject to Section 15.4, Customer agrees to defend, indemnify, and hold harmless Suki Cards, its Affiliates, and their employees, contractors, agents, officers, and directors (collectively, “Suki Cards Indemnitees”), from and against any and all Losses arising out of or related to any Action by a third party arising out of or relating to Customer-Controlled Matters.
15.4. An Indemnitee seeking indemnification shall promptly notify the Indemnifying Party in writing of any Action for which it seeks indemnification and cooperate with the Indemnifying Party at the Indemnifying Party’s expense. The Indemnifying Party shall promptly take control of the defense and investigation of such Action. An Indemnitee may participate in and observe the proceedings at its own expense. The Indemnifying Party shall not settle an Action without the Indemnitee’s written consent if such settlement shall require action or payment by the Indemnitee.
Neither Party shall issue or release any announcement, statement, press release, or other publicity relating to this Agreement, or otherwise use the other Party’s marks or logos, without the prior written consent of the other Party; provided, however, that Suki Cards may include Customer’s name and logo in its lists of customers, on its public website, and in other promotional material. Suki Cards agrees to promptly cease such uses following Customer’s request sent to support@suki.cards.
Suki Cards’ address for notices is Estate Mine 206, 592-48 Kunugida-machi, Hachioji-shi, Tokyo 193-0942, Japan, and its email address for notices is support@suki.cards. Customer’s addresses for notices are those associated with its Order(s). Notices shall be in writing and shall be deemed sufficiently given: (i) one business day after being sent by overnight courier; (ii) three business days after being sent by registered mail, return receipt requested; or (iii) one business day after being sent by email (provided the sender does not receive a non-delivery notification).
Where an Affiliate of Customer has not entered into an Order or other separate agreement directly with Suki Cards, Customer may authorize that Affiliate (each, a “Participating Affiliate”) to access and use the Services under an existing Order. Customer and its Participating Affiliates will be jointly and severally liable for compliance with this Agreement and all Orders. As between Suki Cards and Customer, Customer accepts full liability for the acts and omissions of its Participating Affiliates.
So long as Customer remains current in the payment of all amounts when due, Customer may assign this Agreement in connection with any merger, consolidation, or reorganization involving Customer, or a sale of all or substantially all of Customer’s business or assets relating to this Agreement to an unaffiliated third party. Subject to the foregoing, Customer may not assign any of its rights or obligations under this Agreement without Suki Cards’ prior written consent. Any purported assignment in violation of this Section is void.
The Parties expressly understand and agree that their relationship is that of independent contractors. Nothing in this Agreement shall constitute one Party as an employee, agent, joint venture partner, or servant of another. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns, and nothing herein is intended to or shall confer on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
Neither Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments), when and to the extent such failure or delay is caused by acts of God; flood, fire, earthquake, typhoon, or explosion; war, terrorism, invasion, riot, or other civil unrest; epidemic or pandemic; failures of telecommunications or internet service providers; or national or regional emergency (each, a “Force Majeure Event”); provided the event is outside the reasonable control of the affected Party, the affected Party provides prompt notice to the other Party, and the affected Party uses diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event.
This Agreement shall be governed by and construed and enforced in accordance with the laws of Japan, without giving effect to any choice-of-law rules. Any legal action or proceeding arising under or relating to this Agreement shall be brought exclusively in the Tokyo District Court as the court of first instance, and the Parties expressly consent to personal jurisdiction and venue in those courts.
This Agreement, together with all Orders, is the complete and exclusive statement of the agreement between the Parties and supersedes all proposals, questionnaires, and other communications and agreements between the Parties (oral or written) relating to the subject matter of this Agreement. Except as otherwise provided in Section 27, this Agreement may be modified only by a written instrument duly executed by authorized representatives of the Parties. The failure of a Party to exercise or enforce any condition, term, or provision of this Agreement will not operate as a waiver of such condition, term, or provision. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect.
Capitalized terms not otherwise defined in this Agreement shall have the meanings assigned to them in this Section 25.
“Account Data” means information about Customer that Customer provides to Suki Cards in connection with the creation or administration of its Suki Cards account, such as first and last name, user name, and email address of an Authorized User or Customer’s billing contact.
“Affiliate” means, with respect to a Party, a business entity that directly or indirectly controls, is controlled by, or is under common control with, such Party, where “control” means the direct or indirect ownership of more than 50% of the voting securities of a business entity.
“Applicable Laws” means any and all governmental laws, rules, directives, regulations, or orders that are applicable to a particular Party’s performance under this Agreement.
“Authorized User” means an individual employee, agent, or contractor of Customer or a Participating Affiliate for whom subscriptions to Services have been purchased pursuant to the terms of the applicable Order and this Agreement, and who has been supplied user credentials for the Services by Customer.
“Available” means the Services are available for access and use by end users over the internet. Availability is assessed from the point where the Services are made available from Suki Cards’ hosting provider and measured in minutes over the course of each calendar month during the Order Term.
“Customer Components” means any software, hardware, services, systems, networks, third-party applications (such as a CRM platform, SMS gateway, or point-of-sale system), or other technology that Customer connects to, integrates with, or uses in conjunction with the Services.
“Customer Data” means any data, content, or information that Customer or its Authorized Users submit, upload, transmit, or otherwise make available to the Services for Processing during the Order Term, including data relating to Customer’s loyalty program members.
“Documentation” means Suki Cards’ standard user documentation for the Services, currently available at help.suki.cards.
“Exceptions” means any of: (a) Customer’s breach of this Agreement or an Order; (b) Customer’s failure to configure and use the Services in accordance with the Documentation; (c) failures of, or issues with, Customer’s Environment or Customer Components; (d) Force Majeure Events; (e) Suki Cards’ suspension of Authorized Users’ access pursuant to Section 6.3 or 8.3; or (f) maintenance during a window for which Suki Cards provides notice in advance.
“Feedback” means bug reports, suggestions, or other feedback with respect to the Services or Documentation provided by Customer to Suki Cards.
“GDPR” means the General Data Protection Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016.
“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, in any part of the world.
“Malicious Code” means viruses, worms, time bombs, Trojan horses, ransomware, and other harmful or malicious code, files, scripts, agents, or programs.
“Order” means a separate order for Services pursuant to this Agreement: (a) completed and submitted by Customer online at the Suki Cards site and accepted by Suki Cards; or (b) executed by Suki Cards and Customer.
“Order Term” means, with respect to each Order, the initial subscription term for the Services specified in the applicable Order and all Renewal Order Terms, if any. In the event an Order does not specify a fixed term, the Order Term will run from the Order’s effective date until the end of the calendar month in which either Party gives notice of termination.
“Personal Information” means information relating to an identified or identifiable natural person that is protected by Applicable Laws with respect to privacy where the individual resides.
“Pricing Page” means the publicly available web page where Suki Cards publishes its list prices for Services, currently available at suki.cards/pricing.
“Privacy Policy” means Suki Cards’ standard Privacy Policy, currently available at suki.cards/privacy-policy.
“Process” means to perform an operation or set of operations on data, content, or information, including to submit, transmit, post, transfer, disclose, collect, record, organize, structure, store, adapt, or alter; “Processing” has a correlative meaning.
“Renewal Order Term” means each subsequent renewal period of an Order following the initial subscription term, of equal duration to the initial subscription term unless otherwise specified in the Order, that automatically begins upon expiration of the prior Order Term unless either Party gives notice of non-renewal at least 30 days prior to the end of the then-current Order Term.
“Sensitive Information” means: (a) government-issued identification numbers; (b) financial account data; (c) biometric, genetic, health, or insurance data; (d) data revealing race, ethnicity, political opinions, religion, or philosophical beliefs; (e) data concerning sex life or sexual orientation; and (f) data relating to criminal convictions and offenses.
“Service Plan” means the packaged plan and associated features, as detailed at the Pricing Page, for the hosted Suki Cards service to which Customer subscribes.
“Services” means the hosted services to which Customer subscribes through, or otherwise uses following, an Order, that are made available by Suki Cards online via the applicable login page and other web pages designated by Suki Cards.
“Support” means Suki Cards’ standard customer technical support for the Services, provided exclusively via email at support@suki.cards.
“Third-Party Terms” means any terms, conditions, policies, license agreements, or other requirements imposed by a third-party provider of any Customer Component or service that interacts with, or is integrated with, the Services.
Any written Order may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. Delivery of an executed counterpart by email, scan, or electronic signature service (such as DocuSign) shall be effective as delivery of an original executed counterpart.
Suki Cards may modify this Agreement at any time by posting a revised version at suki.cards/subscription-agreement. Such modifications will become effective as of the first day of the calendar month following the month in which they were first posted; provided, however, that if an Order specifies a fixed term of 12 months or longer, the modifications will instead be effective immediately upon the start of the next Renewal Order Term. If Customer objects to the updated Agreement, as its sole and exclusive remedy, Customer may choose not to renew, including by canceling any terms set to auto-renew.
Questions about this Agreement may be sent to:
Suki Digital Solution
By accessing or using Suki Cards, you acknowledge that you have read, understood, and agree to be bound by this Subscription Agreement.