Terms of Service

Last updated: August 25, 2025

These Terms of Use become effective upon your acceptance, either by selecting a box indicating your Terms of Use on the registration form or by otherwise confirming your acceptance (e.g. entering into a contract that incorporates these Terms of Use by reference). If you are accepting these Terms of Use on behalf of a company or another legal entity, you confirm that you have the authority to bind that entity and its affiliates to these terms. If you lack such authority or do not agree to these terms, you must not accept these Terms of Use or use the services provided by BrandWallet Digital Technologies LLC.

These Terms of Use override all previous Terms of Uses between the parties concerning the subject matter addressed herein.

These Terms of Use take effect on the date You accept them.

1. DEFINITIONS

For the purposes of this Terms of Use, the following terms shall have the meanings set forth below:


BrandWallet: Refers to BrandWallet Digital Technologies LLC, registered under license number 968381, with its principal address at The Binary By Omniyat Tower, 19th Floor, Office 1914, 32 Marasi Drive, Business Bay Dubai, United Arab Emirates, as the provider of the Services described herein.


Services: Refers to the cloud-based Software-as-a-Service (SaaS) solutions provided by BrandWallet, including but not limited to digital card creation, campaign management and reporting tools.


Application: Refers to the online platform provided by BrandWallet that allows the Customer to access and manage the Services, including uploading content, monitoring campaign performance, and configuring integrations.


Subscription Plan or Plan: Refers to the tiered pricing packages offered by BrandWallet which could be found at https://brand-wallet.com/pricing, which determines the features, functionalities, and limitations of the Services accessible by the Customer.


Fee: Refers to the monetary amount payable by the Customer to access the Services, based on the chosen Subscription Plan, and any applicable taxes or additional charges.


Customer: Refers to the individual or legal entity that accepts these Terms of Use and subscribes to the Services. If the Terms of Use is accepted on behalf of a legal entity, “Customer” includes its authorized employees or agents.


Authorized User: Refers to any individual authorized by the Customer to access and use the Services under the Customer’s account.


End Customer: Refers to the Customer’s client or user who interacts with the Services indirectly via the campaigns, digital cards, or other functionalities provided by the Application.


Content: Refers to all data, files, information, or materials uploaded, transmitted, or generated by the Customer or its Authorized Users within the Application.


Downtime: Refers to periods during which the Services are unavailable or inoperable due to planned maintenance, technical failures, or force majeure events.


Maintenance: Refers to updates, upgrades, bug fixes, or other enhancements performed by BrandWallet to improve the Application or ensure its operational integrity, which may temporarily limit access to the Services.


API: Refers to Application Programming Interfaces made available by BrandWallet, enabling the Customer to integrate the Services with third-party systems, subject to applicable usage limits and conditions.


Integration Partners: Refers to third-party software or systems (e.g., POS, CRM, accounting software) that can be connected to the Application via APIs or other means for enhanced functionality.


Applicable Law: Refers to the laws of the Emirate of Dubai and the federal laws of the United Arab Emirates, which govern these Terms of Use, as well as any additional laws or regulations applicable to the Customer’s business activities in the Customer’s region or other relevant jurisdictions.


Force Majeure: Refers to unforeseen events beyond the control of BrandWallet, such as natural disasters, cyberattacks, or governmental actions, that may temporarily impact the provision of Services.

2. SUBJECT MATTER AND SCOPE OF THE TERMS OF USE

The purpose of these Terms of Use is to define the rights and obligations of the Parties regarding the Services provided by BrandWallet to the Customer. BrandWallet and the Customer are referred to individually as a "Party" and collectively as the "Parties."


The Services involve the utilization of BrandWallet’s technical infrastructure and Application to enable the Customer to create, upload, and manage digital cards. These cards can be activated in virtual wallets on mobile devices of End Customers’ and enable the Customer to manage campaigns, discounts, and other marketing activities. The Services also include the preparation of private tickets or invitations in the form of digital cards, providing access to the Manager Interface for monitoring account activities, generating reports, and ensuring the use of digital cards at designated cashboxes or stores.

3. RIGHTS AND OBLIGATIONS OF BRANDWALLET

BrandWallet agrees and undertakes to provide the Services to the Customer in accordance with these Terms of Use, utilizing its expertise and the required infrastructure. BrandWallet will perform its obligations fully and accurately, maintaining the quality and integrity of the Services throughout the term of this Terms of Use. BrandWallet shall operate in full cooperation with the Customer and use its best efforts to maintain and improve the quality of the Services.


BrandWallet will provide the Customer with access to a dedicated account through the Manager Interface at https://admin.brand-wallet.com. The Manager Interface will enable the Customer to view analytical and reporting data, monitor campaign performance, and manage account activities. BrandWallet will periodically update the Manager Interface to ensure continued functionality and alignment with the provision of the Services. From time to time, BrandWallet may provide access to beta features or services that are not fully tested or supported. Such features are provided "as is" and without warranty, and BrandWallet reserves the right to modify or discontinue them at any time.


As part of the Services, BrandWallet shall provide the Customer with access to a QR code reader application. The subscription fees paid by the Customer include this functionality; however, if the Customer requests additional devices, apparatus, or custom tools beyond those included in the Services, such requests will incur additional charges. Any custom tools, features, or functionalities developed by BrandWallet for the Customer shall remain the sole property of BrandWallet unless otherwise explicitly agreed in writing.


BrandWallet is responsible for enabling the integration of campaigns, promotions, and discounts created by the Customer into digital wallets on the End Customer’s mobile devices. This integration is facilitated through default wallet applications, including Apple Wallet on Apple’s iOS operating system and Google Wallet on Google’s Android operating system, as well as third-party wallet applications compatible with these operating systems. However, BrandWallet shall not be liable for issues arising from the technical infrastructure or devices of the Customer or the End Customer, compatibility limitations or changes in Apple iOS or Google Android operating systems, default wallet applications such as Apple Wallet or Google Wallet, third-party wallet applications, internet connectivity problems, or failures in third-party platforms or systems. Additionally, BrandWallet shall not be responsible for failures, malfunctions, or disruptions in the services of Integration Partners, and any claims related to their performance shall be directed solely to the respective Integration Partner. BrandWallet’s liability is strictly limited to disruptions or errors directly caused by its own negligence or failure to perform its obligations under these Terms of Use. For clarity, Integration Partners include but are not limited to third-party POS (point of sale) systems and cashier software solutions. BrandWallet shall not be liable for any downtime, disruption, malfunction, data loss, transaction error, or service unavailability caused by such POS or cashier system providers. The Customer acknowledges and accepts that the performance and availability of third-party cashier and POS integrations are entirely beyond BrandWallet’s control.


Certain functionalities of the Services depend on third-party platforms, including but not limited to Apple Wallet, Google Wallet, and third-party wallet applications. BrandWallet shall not be liable for disruptions, limitations, or modifications in these third-party platforms that may impact the functionality of the Services. Additionally, BrandWallet is not responsible for delays or failures caused by events beyond its reasonable control, including but not limited to force majeure, cyberattacks, or regulatory changes.


BrandWallet will monitor the Customer’s usage of the Services to ensure compliance with these Terms of Use. If misuse, abuse, or security threats are detected, BrandWallet reserves the right to suspend or terminate the Customer’s access to the Services.


BrandWallet reserves the right to modify, enhance, or discontinue features or functionalities of the Services, provided such changes do not materially reduce the core functionalities of the Services under an active subscription. BrandWallet will provide at least thirty (30) days’ prior notice of significant changes that may impact the Customer’s use of the Services.


All campaign proposals, analyses, reports, and recommendations provided by BrandWallet as part of the Services are based on its expertise and are intended as guidance. BrandWallet disclaims any responsibility for material or immaterial damages, or direct or indirect damages, resulting from actions taken by the Customer or End Customer based on such recommendations. BrandWallet reserves the right to analyze anonymized and aggregated data derived from the Customer’s (and End Customers’) use of the Services for the purposes of improving the Services, industry benchmarking, or lawful research and development, provided such analysis does not identify the Customer or its End Customers’.


BrandWallet may provide campaign recommendations, insights, or promotional suggestions ("Recommendation of Add-on Campaigns") based on data analysis and system algorithms. Such recommendations are for informational purposes only and do not constitute financial, marketing, or legal advice. The Customer remains solely responsible for implementing, modifying, or disregarding such recommendations. BrandWallet disclaims any liability arising from the Customer’s use of or reliance on these recommendations, including but not limited to financial losses, regulatory compliance issues, or reputational harm.


The Customer is solely responsible for ensuring that all campaigns, promotions, discounts, or other materials uploaded or communicated through the Services (collectively, “Customer Content”) comply with: (a) applicable international, federal, and local laws and regulations; (b) industry-specific regulations and standards, such as advertising codes, consumer protection laws, and privacy requirements; (c) third-party platform policies, including but not limited to the terms of Apple Wallet (which could currently be found at https://www.apple.com/legal/internet-services/apple-pay-wallet/us/) and Google Wallet (which could currently be found at https://developers.google.com/wallet/terms-of-service); and (d) the intellectual property rights of third parties. BrandWallet reserves the right, but has no obligation, to review Customer Content for compliance with the above requirements. Any content that BrandWallet determines, in its sole discretion, to violate these terms may be removed, and the Customer’s account may be suspended or terminated. The Customer acknowledges and agrees to indemnify and hold BrandWallet harmless from any claims, damages, or liabilities arising from the Customer’s non-compliance with these obligations.


BrandWallet will provide technical support to the Customer through phone or online channels to address issues related to the technical or hardware infrastructure of the Services. The Customer must adhere to all instructions provided by BrandWallet’s support personnel to resolve issues. BrandWallet will make reasonable efforts to respond to support requests within ten (10) business days and resolve such requests promptly. BrandWallet will notify the Customer of any planned Maintenance or updates to the platform via email at least ten (10) days and again three (3) days in advance. Maintenance may temporarily limit access to the Services.


In the event of system Downtime due to factors beyond BrandWallet’s control, if the Downtime exceeds twenty-four (24) hours, the Customer’s subscription term will be extended by one (1) additional day. For longer periods of Downtime, the subscription term will be extended proportionally. Refunds due to Downtime will only be granted at BrandWallet’s sole discretion in exceptional cases. BrandWallet implements commercially reasonable measures to safeguard the Application and Customer data. However, BrandWallet shall not be held responsible for security breaches caused by the Customer’s failure to secure access credentials, unauthorized actions of the Customer or its affiliates, or vulnerabilities within third-party integrations. Furthermore, BrandWallet shall not be held liable for Downtime, service disruptions, or performance failures resulting from third-party systems integrated with the Services, including but not limited to point of sale (POS) systems and cashier platforms.

4. RIGHTS AND OBLIGATIONS OF THE CUSTOMER

The Customer agrees to timely and fully pay all fees associated with the Services provided by BrandWallet, in accordance with the terms and conditions set forth in this Terms of Use. Failure to pay within the specified timelines may result in suspension or termination of access to the Services. The Customer acknowledges that all payments are non-refundable, except as explicitly stated in this Terms of Use. The Customer shall also be responsible for any applicable taxes, duties, or levies imposed by governmental authorities related to the Services.


The Customer shall be solely responsible for determining the accuracy, completeness, and type of information or data entered during the registration stage of the Application. BrandWallet’s obligation is limited to recording and storing this information or data in its systems and making it accessible to the Customer. BrandWallet shall not be responsible for verifying the accuracy of such information or data or for any consequences resulting from errors, omissions, or inaccuracies in the information or data entered by the Customer. The Customer shall ensure that all information provided during registration and subsequent use of the Services is current, complete, and accurate, and shall promptly update such information if any changes occur. The Customer acknowledges that providing incomplete, inaccurate, or outdated information may result in delays or errors in the provision of the Services, for which BrandWallet shall not be held liable. The Customer agrees to comply with any reasonable configuration requests made by BrandWallet to optimize the performance of the Services. The Customer agrees to respond to BrandWallet’s inquiries or requests for additional information promptly to ensure uninterrupted provision of the Services.


The Customer acknowledges and agrees that its use of the Services is subject to compliance with applicable data protection laws. The Customer shall be solely responsible for obtaining all legally required consents, permissions, and notices from End Customers’ or other data subjects for the collection, processing, storage, use, transmission, and disclosure of Personal Data through the Services. The Customer shall maintain a legally adequate privacy policy and provide required notices to End Customers’, ensuring that Personal Data is collected and processed in accordance with applicable laws. If applicable, the terms of the Data Processing Agreement (DPA) are hereby incorporated by reference, and the Customer shall comply with its obligations as a data controller. The Customer shall promptly notify BrandWallet in the event of any breach of its obligations under data protection laws, including any unauthorized access, processing, or disclosure of Personal Data.


As provided under Article 3, the Customer shall ensure that its use of the Services complies with all applicable laws, regulations, and third-party terms. The Customer is solely responsible for the content, legality, and compliance of campaigns, promotions, discounts, or other materials uploaded or communicated through the Services. The Customer agrees to indemnify and hold BrandWallet harmless from any claims, damages, or liabilities arising from the illegality, non-compliance, or unauthorized nature of such content or materials. The Customer warrants that no content uploaded or communicated through the Services will contain defamatory, misleading, or inappropriate material that could harm BrandWallet’s reputation or violate third-party rights.


The Customer shall not use the Services for unlawful, misleading, or unethical purposes or for creating campaigns or content related to high-risk sectors, including but not limited to financial investments, healthcare diagnostics, gambling, or other activities requiring regulatory approval. The Customer shall ensure that no Malicious Code is submitted, transmitted, or stored within the Services. Any use of the Services that threatens their stability, security, or integrity may result in immediate suspension or termination at BrandWallet’s discretion. The Customer shall not attempt to interfere with or disrupt the operation of the Services, including attempting to bypass security measures, conducting unauthorized testing, or exploiting vulnerabilities within the Application.


BrandWallet shall not be responsible for any content, messages, or communications transmitted via the Services, including but not limited to push notifications, SMS, emails, or any other communication feature. The Customer is solely responsible for ensuring that all communications comply with applicable laws, do not contain unlawful, misleading, offensive, or harmful content, and do not facilitate criminal, terrorist, or other illicit activities. In the event of misuse, BrandWallet reserves the right to suspend or terminate the Customer’s access to the Services without notice. The Customer agrees to indemnify and hold BrandWallet harmless from any claims, damages, or liabilities arising from the misuse of communication functionalities provided through the Services.


The Customer shall be solely responsible for selecting and authorizing personnel who will have access to the interfaces provided by BrandWallet (Authorized User). The Customer agrees to implement adequate measures to prevent unauthorized access and ensure that only Authorized User’s access the Services. BrandWallet shall not be responsible for verifying the identity or authority of individuals accessing the interfaces. Any actions or requests made through the interfaces will be deemed authorized by the Customer, and BrandWallet shall act accordingly. The Customer shall promptly notify BrandWallet of any unauthorized access or use of its account, including any loss or disclosure of login credentials. The Customer shall ensure that all Authorized Users’ comply with the terms of this Terms of Use.


BrandWallet integrates its Services with third-party systems, including but not limited to Cashier/POS or CRM systems, through Integration Partners. If the Customer chooses to use such integrations, the Customer acknowledges and agrees that BrandWallet shall not be liable for any claims, malfunctions, or breakdowns caused by the Integration Partners that hinder BrandWallet’s ability to provide the Services. Any such claims shall be directed by the Customer to the relevant Integration Partner based on the Customer’s contractual relationship with that Integration Partner. The Customer shall obtain and secure all necessary rights and permissions to enable the integration of third-party applications or systems with the Services. BrandWallet shall have no liability for the acts or omissions of third-party application providers. The Customer acknowledges that the functionality of third-party systems may change over time, and BrandWallet shall not be liable for incompatibilities or failures arising from such changes.


The Customer shall ensure that its use of the Services, including any integrations with third-party systems, does not infringe on the intellectual property rights of BrandWallet or any third party. The Customer agrees to indemnify and hold BrandWallet harmless from any claims, damages, or liabilities arising from such infringements or unauthorized use. The Customer shall not make the Services available to unauthorized third parties, sell, resell, license, sublicense, distribute, rent, or lease the Services, or use the Services in a manner that infringes on BrandWallet’s intellectual property or violates applicable laws. The Customer shall not bypass or breach any security features of the Services, use the Services to develop a competing product or service, or use the Services to make decisions about individuals based solely on automated processing that significantly affects those individuals.


The Customer agrees to cooperate with BrandWallet in good faith and provide reasonable assistance as requested to enable BrandWallet to perform its obligations under this Terms of Use. The Customer shall be solely responsible for the performance, operation, and security of any equipment, networks, or other technology used in conjunction with the Services. The Customer acknowledges that any unauthorized sharing of access credentials or violation of contractual usage limits may result in immediate suspension of the Services at BrandWallet’s discretion.

5. PAYMENT

The Customer agrees to pay all subscription fees associated with the Services in accordance with the selected Plan and term, whether monthly or annually, as specified during the subscription process. All payments are due in advance for the entire subscription term and are non-refundable, except as explicitly stated in this Terms of Use or at BrandWallet’s sole discretion. Refunds, if granted, will only be issued in exceptional cases where the Customer provides evidence of extraordinary circumstances, and any such refund shall be processed manually by BrandWallet.


Refunds for errors in billing or overcharges will be issued upon verification by BrandWallet, provided the Customer notifies BrandWallet within thirty (30) days of the erroneous charge. Prorated refunds for unused subscription terms will only be granted if BrandWallet unilaterally discontinues the Services.


In the event that BrandWallet elects to issue a refund, the Customer acknowledges and agrees that any non-recoverable financial charges, including but not limited to Stripe payment processing fees, bank transfer fees, or similar transaction costs, shall be deducted from the refunded amount. Additionally, any taxes that have already been declared or paid to tax authorities shall not be refunded under any circumstances.


BrandWallet reserves the right to amend the Plans, including pricing and features, at its sole discretion. The Customer will be notified of any such changes at least thirty (30) days prior to their effective date. BrandWallet will also notify the Customer via email at least fifteen (15) days before any automatic subscription renewal, reminding the Customer of the upcoming charge. Changes to the Plans will only apply to ongoing Services after the current subscription term has ended, unless otherwise agreed in writing between the Parties. For annual subscriptions, the Customer will receive an email notification fifteen (15) days prior to the renewal date. A second reminder email will be sent seven (7) days prior to the renewal date. If the renewal is successful, the associated payment will be processed and an invoice will be issued automatically.All fees listed under the Plans are exclusive of VAT (Value Added Tax or similar indirect taxes imposed on goods and services, based on applicable local laws in the Customer's country of residence or billing jurisdiction) and any other applicable taxes unless explicitly stated otherwise. Stripe may automatically apply VAT or other applicable taxes based on the Customer's billing address and local tax regulations. It is the Customer's responsibility to verify the total amount, including applicable taxes, before confirming the purchase. In any case, the Customer is solely responsible for any additional taxes, tariffs, duties, or similar obligations imposed by any governmental authority, regardless of jurisdiction, including but not limited to withholding taxes, copyright duties, or stamp taxes. If required, BrandWallet will provide documentation to assist the Customer with tax compliance.


In the event the Customer upgrades a subscription, including but not limited to moving from a free trial to a paid Plan or from a lower-tier Plan to a higher-tier Plan, the new fees shall apply immediately upon the upgrade and will be prorated for the remaining term of the current billing cycle. In the event of an upgrade, the prorated value of unused days under the existing Subscription Plan will be credited, and the net difference between the existing and upgraded Plan will be immediately charged through Stripe. Downgrades to lower-tier Plans will only take effect at the start of the next subscription term or billing cycle. If the Customer cancels the subscription, Services will remain accessible until the end of the current subscription term, after which access will be terminated. No refunds will be issued for unused portions of the subscription period.


BrandWallet offers a seven (7) day free trial for certain Services. At the end of the free trial period, the subscription fee for the selected Plan will automatically be charged to the payment method provided by the Customer unless the subscription is canceled before the trial ends. The Customer acknowledges that failure to cancel within the free trial period constitutes consent to automatic billing.


BrandWallet may suspend or restrict access to the Services if subscription fees remain unpaid for more than three (3) days beyond the due date. Late payments will incur a penalty of 1.5% interest per month, or the maximum rate permitted by law, whichever is lower, calculated from the due date until payment is received in full. If the outstanding fees are not paid within sixty (60) days from the due date, BrandWallet reserves the right to terminate the Customer’s account and delete all Content uploaded or created during the use of the Services. The Customer acknowledges that BrandWallet shall not be liable for any loss of Content or data resulting from such termination.


The Customer agrees to review invoices and notify BrandWallet of any disputes or billing issues within thirty (30) days of the charge date. Failure to raise a dispute within this period constitutes acceptance of the charge. Disputes should be submitted via the contact information provided in Article 11 (Notices).


The Customer may update their billing method, including credit card details, by accessing their account via the Manager Interface. Changes will take effect immediately for future billing cycles. In the event of a failed payment method, BrandWallet will notify the Customer and provide a three (3) day grace period to update billing information before suspending the account.


In the event that BrandWallet is unable to collect payment on the due date, the Customer will receive an automated email notification informing them of the failed attempt. If the payment remains unsuccessful after three (3) days, a second notification will be sent indicating that the second collection attempt has also failed. A final collection attempt will occur on the sixth (6th) day following the original due date. If the final attempt is unsuccessful, the Customer’s account status will be changed to “Cancel Subscription.” Upon their next login, the Customer will be presented with a mandatory payment update screen requiring entry of valid billing information. Access to the Services will remain suspended until payment is successfully completed.

6. TERM AND TERMINATION

This Terms of Use shall commence on the date the Customer accepts this Terms of Use , either by registering for the Services or by otherwise indicating acceptance, and shall continue in effect for the duration of the subscription term selected by the Customer, whether monthly or annually, unless terminated earlier as provided herein.


The Customer may, at any time, manage their account through the Manager Interface by selecting either Pause or Delete options. If the Customer pauses the account, the account information and associated Content will be retained for a period of three (3) months . During this period, the account will not incur any additional subscription fees, as outlined in Article 5 (Payment), but access to the Services will remain suspended. If the Customer deletes the account, all associated Content and data will be permanently deleted at the time of deletion and will no longer be accessible. BrandWallet shall have no liability for the loss of Content or data resulting from the Customer's choice to delete the account.


BrandWallet may terminate this Terms of Use or suspend the Customer’s access to the Services immediately upon notice if the Customer fails to pay any applicable fees when due, as set forth in Article 5 (Payment), and such failure remains unremedied for three (3) days following notice from BrandWallet. BrandWallet may also terminate this Terms of Use if the Customer breaches any material obligation under this Terms of Use, including but not limited to misuse of the Services, violation of intellectual property rights, or non-compliance with applicable laws, and fails to remedy such breach within ten (10) days following written notice. Termination may also occur if the Customer engages in activities that threaten the security, stability, or integrity of the Services, including but not limited to attempts to bypass security features or exploit vulnerabilities. BrandWallet may suspend or terminate the Customer’s account immediately and without prior notice if Customer Content is found to violate applicable laws, third-party terms, or the provisions of this Terms of Use. Additionally, BrandWallet may terminate this Terms of Use or suspend Services if required by law, regulation, or a request by a governmental or judicial authority. The Customer shall not be entitled to any refund or compensation for any suspension or termination resulting from Customer’s violations of this Terms of Use.


The Customer may terminate this Terms of Use at any time by contacting BrandWallet and providing written notice of cancellation or by utilizing the Delete functionality within the Manager Interface. Upon termination of the account, the Services will remain active until the end of the Customer's current subscription term, as outlined in Article 5 (Payment), after which the account will be permanently deleted. The Customer acknowledges that all fees paid are non-refundable, except as explicitly stated in Article 5 (Payment) or as required by applicable law.


In the event that the Customer initiates an account deletion through the Manager Interface, the system will display a sequence of three (3) confirmation prompts warning of permanent data loss. If the Customer proceeds despite these warnings, the deletion will be executed immediately and all associated Customer data will be permanently deleted without the possibility of recovery. BrandWallet shall not be held responsible for any loss of access, content, or data resulting from such Customer-initiated deletion.


In the event of termination, BrandWallet reserves the right to delete all Content uploaded or created by the Customer during their use of the Services, unless otherwise required by applicable data protection laws. The Customer is solely responsible for downloading or exporting any Content or data prior to the effective date of termination .


BrandWallet may terminate this Terms of Use or suspend access to the Services for convenience by providing the Customer with thirty (30) days’ prior written notice. In such cases, BrandWallet will refund any prepaid fees for the remaining portion of the subscription term after the termination date, unless termination results from the Customer’s breach of this Terms of Use, as specified in Article 5 (Payment).


In the case of a failed payment resulting in a “Cancel Subscription” status, the Customer’s account will be held in a suspended state for a maximum period of six (6) months. During this time, the Customer may reinstate the account by entering updated payment details and completing the required transaction. If payment is not completed within this six (6) month period, BrandWallet reserves the right to irreversibly anonymize the Customer’s data (including, all data associated with relevant End Customer’s). Once anonymized, the data cannot be restored or linked back to the Customer, and any associated Content or analytics will become inaccessible.


Termination of this Terms of Use shall not affect any rights or obligations of the Parties that have accrued prior to the effective date of termination, including payment obligations as outlined in Article 5 (Payment) and indemnification provisions.

7. INTELLECTUAL PROPERTY

BrandWallet, and its licensors where applicable, owns and shall retain all rights, title, and interest in and to the Services, including all associated intellectual property rights. This includes, but is not limited to, all inventions, whether patented or not, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how, trade secrets, and all other intellectual property rights and protections of a similar nature, whether registered or unregistered, anywhere in the world. No rights, title, or interest in or to the Services or any associated intellectual property are transferred to the Customer under this Terms of Use, except for the limited license expressly granted herein. BrandWallet reserves all rights not explicitly granted to the Customer under this Terms of Use.


BrandWallet grants the Customer a non-exclusive, non-transferable, non-sublicensable, revocable, limited-term license to access and use the Services solely for the Customer’s internal business purposes and in compliance with this Terms of Use during the applicable subscription term. The Customer shall not use the Services for any purposes beyond the scope of the rights expressly granted in this Terms of Use.


As between the Customer and BrandWallet, the Customer retains all rights, title, and interest in and to the Customer Data uploaded, submitted, or transmitted through the Services. The Customer grants BrandWallet a non-exclusive, royalty-free, worldwide, limited-term license to access, copy, modify, store, process, and display the Customer Data solely for the purpose of providing and improving the Services, as well as for interoperability with third-party systems or applications, as required under this Terms of Use. The Customer warrants that it has all necessary rights, consents, and permissions to grant this license and that the Customer Data does not infringe upon any third-party rights or violate any applicable laws or regulations.


BrandWallet may compile and use anonymized and aggregated data derived from the Customer’s use of the Services and other customers' use of the Services, provided such data cannot identify the Customer or any individual End Customer as the source. This data, referred to as Aggregated Data, may include statistical, performance, or usage information and may be used by BrandWallet for research, analysis, industry benchmarking, and improving the Services. BrandWallet may publish or share insights derived from Aggregated Data with third parties or the public in a de-identified manner. BrandWallet shall not disclose raw Customer Data, Personal Data, or other identifiable information as part of its use of Aggregated Data.


The Customer may voluntarily provide feedback, suggestions, or enhancement requests to BrandWallet regarding the Services. By providing such feedback, the Customer grants BrandWallet a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license to use, incorporate, and exploit the feedback for any purpose, including improving and developing the Services, without any obligation or compensation to the Customer.


The Customer shall not copy, reproduce, modify, distribute, or create derivative works of the Services. The Customer shall not reverse engineer, decompile, or attempt to extract the source code of any part of the Services, except as permitted by applicable law. The Customer shall not remove, obscure, or alter any proprietary rights notices or labels on the Services. The Customer shall not use the Services to develop a competing product or service or use the Services in any manner that violates this Terms of Use or applicable law.

8. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BRANDWALLET AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS SHALL NOT BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUES, DATA, BUSINESS, GOODWILL, OR OTHER INTANGIBLE LOSSES, WHETHER ARISING IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR RELATED TO THE CUSTOMER’S USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF BRANDWALLET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


BRANDWALLET SHALL NOT BE LIABLE FOR ANY DECISIONS MADE BY THE CUSTOMER BASED ON "RECOMMENDATION OF ADD-ON CAMPAIGNS" OR ANY OTHER PROMOTIONAL SUGGESTIONS, INSIGHTS, OR ANALYTICAL RECOMMENDATIONS PROVIDED THROUGH THE SERVICES. SUCH RECOMMENDATIONS ARE NON-BINDING AND PURELY INFORMATIONAL. BRANDWALLET EXPRESSLY DISCLAIMS ANY LIABILITY FOR FINANCIAL LOSSES, REVENUE DECREASES, MARKET PERFORMANCE FAILURES, REGULATORY NON-COMPLIANCE, OR ANY OTHER DIRECT OR INDIRECT DAMAGES RESULTING FROM THE CUSTOMER'S USE OF OR RELIANCE ON SUCH RECOMMENDATIONS. THE CUSTOMER ASSUMES FULL RESPONSIBILITY FOR ALL CAMPAIGN STRATEGIES, ADVERTISING DECISIONS, AND MARKETING OUTCOMES, INCLUDING COMPLIANCE WITH APPLICABLE LAWS AND INDUSTRY STANDARDS.


BRANDWALLET’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS TERMS OF USE SHALL NOT EXCEED THE AMOUNT PAID BY THE CUSTOMER TO BRANDWALLET FOR THE SERVICES DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF THE CUSTOMER HAS NOT MADE ANY PAYMENTS TO BRANDWALLET DURING SUCH PERIOD, BRANDWALLET’S LIABILITY SHALL BE LIMITED TO ONE HUNDRED U.S. DOLLARS ($100).


BRANDWALLET SHALL NOT BE LIABLE FOR ANY DAMAGES RESULTING FROM THE CUSTOMER’S FAILURE TO COMPLY WITH ITS OBLIGATIONS UNDER THIS TERMS OF USE, INCLUDING BUT NOT LIMITED TO FAILURE TO OBTAIN NECESSARY CONSENTS OR PERMISSIONS FOR PROCESSING PERSONAL DATA, MISUSE OF THE SERVICES, OR BREACH OF APPLICABLE LAWS OR REGULATIONS.


BRANDWALLET DISCLAIMS ANY RESPONSIBILITY FOR THE COMPLIANCE, ACCURACY, OR LEGALITY OF CUSTOMER CONTENT UPLOADED OR COMMUNICATED THROUGH THE SERVICES. THE CUSTOMER BEARS SOLE RESPONSIBILITY FOR ENSURING COMPLIANCE WITH ALL APPLICABLE LAWS AND THIRD-PARTY POLICIES. ANY CLAIMS, FINES, OR DAMAGES RESULTING FROM NON-COMPLIANCE SHALL BE THE SOLE RESPONSIBILITY OF THE CUSTOMER.


BRANDWALLET SHALL NOT BE RESPONSIBLE FOR ANY FAILURE OR DELAY IN PERFORMANCE CAUSED BY CIRCUMSTANCES BEYOND ITS REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO FORCE MAJEURE EVENTS, CYBERATTACKS, FAILURES IN THIRD-PARTY SYSTEMS OR PLATFORMS, OR INTERRUPTIONS IN INTERNET CONNECTIVITY. THIS DISCLAIMER SPECIFICALLY INCLUDES DOWNTIME, SERVICE INTERRUPTIONS, DATA ERRORS, OR MALFUNCTIONS ARISING FROM THIRD-PARTY POINT OF SALE (POS) SYSTEMS OR CASHIER INTEGRATIONS.


THE CUSTOMER ACKNOWLEDGES THAT THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND BRANDWALLET MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, EXCEPT AS EXPRESSLY PROVIDED IN THIS TERMS OF USE.

9. PROTECTION OF PERSONAL DATA

The collection, processing, storage, transfer, or use of Personal Data of the Customer, BrandWallet, or their respective employees, customers, or other data subjects shall be carried out in accordance with all applicable data protection laws and regulations. Personal Data shall include, but is not limited to, any information that identifies or can be used to identify an individual, as defined under applicable law.


The Parties agree and undertake to comply with their respective obligations under the relevant data protection legislation, including but not limited to obtaining the explicit consent of data subjects where required, ensuring the security and confidentiality of Personal Data, and processing such data only for lawful and clearly defined purposes. Each Party shall implement appropriate technical and organizational measures to safeguard Personal Data against unauthorized access, loss, alteration, or disclosure.


The Customer warrants that it has obtained all necessary consents, permissions, and legal bases for the processing of Personal Data in connection with its use of the Services. The Customer further agrees and undertakes to inform End Customers’ or other data subjects regarding the collection, processing, and transfer of their Personal Data, including providing legally adequate privacy policies or notices where required.


BrandWallet acts as a data processor in relation to the Personal Data (of End Customers’ and Authorized Users’) processed on behalf of the Customer. BrandWallet shall process Personal Data only in accordance with the Customer’s instructions, as specified in this Terms of Use or as otherwise required to provide the Services, unless otherwise required by applicable law. BrandWallet shall not be liable for any claims arising from the Customer’s failure to obtain necessary consents or comply with its data protection obligations.


In the event that either Party becomes aware of an actual or suspected breach of Personal Data, it shall promptly notify the other Party in writing and cooperate to the extent reasonably necessary to mitigate the impact of the breach and comply with applicable legal and regulatory requirements.


Each Party shall bear sole responsibility for any damages or claims arising from its failure to comply with its obligations under this section or applicable data protection laws. The non-compliant Party shall indemnify and hold the other Party harmless from any damages, fines, or liabilities incurred as a result of such non-compliance.


In accordance with applicable data protection laws, BrandWallet may anonymize the Customer’s data (including End Customer’s Personal Data) if the subscription remains unpaid and inactive for a period of six (6) months following a Cancel Subscription status. Once anonymized, the data shall no longer be considered Personal Data under applicable law and shall not be subject to data subject access or portability rights.


Upon Customer-initiated account deletion, BrandWallet shall irreversibly delete all associated Personal Data (including End Customer’s Personal Data) without undue delay, in compliance with applicable data protection laws. The Customer acknowledges and accepts that such deletion is final and waives any subsequent rights to data access or retrieval.


This section shall survive the termination or expiration of this Terms of Use to the extent required by applicable data protection laws.

10. MISCELLANEOUS

These Terms of Use shall be governed by and construed in accordance with the laws of the Emirate of Dubai and the federal laws of the United Arab Emirates, without regard to conflict of laws principles. Any disputes arising from or related to these Terms of Use shall be subject to the exclusive jurisdiction of the courts of Dubai, UAE.


BrandWallet reserves the right to modify or amend this Terms of Use, the Services, or related policies at any time. Any changes will become effective upon being posted to BrandWallet’s website or communicated through email or in-product notifications. The Customer’s continued use of the Services after such modifications constitutes acceptance of the changes. If the Customer does not agree to the modifications, they may terminate this Terms of Use within thirty (30) days of the change notice, subject to payment obligations as outlined in Article 5 (Payment).


The Customer agrees to participate in reasonable co-marketing activities with BrandWallet, including allowing the use of the Customer’s name, logo, and other branding in BrandWallet’s promotional materials, website, or case studies. Any such use shall comply with the Customer’s branding guidelines, if provided. BrandWallet agrees to provide advance notice of any such use and will cease such activities upon the Customer’s written request.


Neither Party shall be liable for any delay or failure in performance due to causes beyond its reasonable control, including acts of God, natural disasters, government actions, labor disputes, cyberattacks, or failures in telecommunications or internet services. The affected Party must notify the other Party promptly and make commercially reasonable efforts to mitigate the impact of the delay.


This Terms of Use constitutes the entire agreement between the Parties and supersedes all prior agreements, communications, or representations regarding its subject matter. Any conflicting terms in purchase orders or other documents issued by the Customer shall be void and have no effect.


If any provision of this Terms of Use is deemed invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11. NOTICES

All notices, requests, permissions, or approvals required or permitted under this Terms of Use ("Notices") must be in writing and delivered to the applicable Party as specified herein. Notices will be deemed effective upon personal delivery, two (2) business days after being sent via registered or certified mail with return receipt requested, one (1) business day after being sent via a reputable overnight courier service with delivery tracking, or on the same business day if sent via email and confirmed as received by the recipient.


Notices intended for BrandWallet must be addressed to BrandWallet Digital Technologies LLC, The Binary By Omniyat Tower, 19th Floor, Office 1914, 32 Marasi Drive, Business Bay Dubai, United Arab Emirates, or sent via email to [email protected].


Notices intended for the Customer will be addressed to the contact information provided by the Customer during the registration process or as subsequently updated by the Customer in the Manager Interface. It is the sole responsibility of the Customer to maintain accurate and up-to-date contact information.


BrandWallet may provide operational notices, including updates to the Services, Maintenance schedules, or other Service-related announcements, via email or in-product notifications. Such notices are for informational purposes only and do not require formal delivery as outlined above.


Either Party may update its designated contact information for Notices by providing written notice to the other Party in accordance with this Article. Updates will take effect immediately upon receipt of such notice.


If a Party is unable to receive a Notice due to inaccurate contact information or delivery issues beyond the control of the sending Party, the Notice will still be deemed effective if the sender has made reasonable efforts to deliver it in accordance with this Article.