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Terms of Use

Shop Main Street Terms of Use Agreement

Date Last Revised: October 7, 2016

The following provisions of this Terms of Use (the “Terms of Use”) govern your participation in the Shop Main Street program (“the Program”) and use of the Shop Main Street website, shopmainstreet.com (the Site”). This “Terms of Use” (as posted on the Site), the Privacy and Security Policy (as posted on the Site), and the Merchant Membership Application signed by you (the “Application”) are collectively referred to as the “Agreement.” The Agreement is entered into between RewardsNOW, Inc., a Delaware corporation having a place of business at 383 Central Avenue, Suite 350, Dover, NH 03820 (referred to herein as “RewardsNOW”, “We” or “Us”) and the business identified as the “Applicant” on the Application (referred to herein as the “Member” or “You”).

By using the information, tools, features and functionality located on shopmainstreet.com (together, the "Program Website"), you agree to be bound by this Agreement, whether you are a "Visitor" (which means that you simply browse the Program Website) or you are a "Member" (which means that you have registered your local business with the Shop Main Street program (the “Program”)). The term "you" or "User" refers to a Visitor or a Member. If you wish to become a Member, communicate with other Members and make use of the Program and the Program Website, you must read this Agreement and indicate your acceptance during the Registration process.

You may not use the Program Website or the Program and you may not accept this Agreement if you are not of a legal age to form a binding contract with the Program.

If you accept this Agreement, you represent that you have the capacity to be bound by it or if you are acting on behalf of a company or entity (including a charitable, civic or non-profit organization) that you have the authority to bind such entity. Before you continue, you should print or save a local copy of this Agreement for your records.

  • Registration and Activation

    You will become a registered member of the Program and a user of the Site when You complete the required information on the Site’s Registration page, all of which shall be accurate, complete and current. By submitting personal information (including login information), Member Data and other content to the Program through the Program, you are licensing that content to the Program solely for the purpose of providing the Program. The Program may use and store the content, but only to provide the Program to you. By submitting this content to the Program, you represent that you are entitled to submit it to the Program for use for this purpose, without any obligation by the Program to pay any fees or other limitations.

    1. You may create one or more additional business locations (each, a “Location”) by submitting the required information for each such Location, all of which shall be accurate, complete and current.
    2. You will become an active Program merchant, and the Program will so notify You, when all of the following have occurred:
      1. You have become a registered User of the Program as provided in paragraph (a) above.
      2. You have paid all start-up and ancillary fees, if any, required pursuant to Your Merchant Agreement.
      3. We have received confirmation satisfactory to Us that the information You provided relating to the demand deposit account or credit card account from which You want rewards and fees to be debited is accurate, complete and current in all respects.
      4. We have received confirmation satisfactory to Us that for each of the Locations You have created on the Site, We are receiving debit or credit card transaction data that is sufficient to accurately and timely (x) credit earned rewards to the accounts of the shoppers registered on the Site (the “Program Shoppers”).
      5. You have established for each of the Locations that You have created on the Site an offer (“Offer”) equal to the agreed upon minimum and an Offer cap (as defined on the Site) collectively, the “Everyday Offers”), and the start date for the Offer (as specified in the offer template for such offer) has occurred.
      6. You have provided on the Member Profile Page for each Location not less than the basic information required for such Page, all of which information shall be accurate, complete and current.
      7. You have caused to be affixed, on the door or front window of each Location, within reasonable proximity to the decal representing each payment card You accept at such location, at least one Program decal (which will have been furnished to You by Us at no cost). You may, at Your option, affix additional Program decals within or without any such Location, all of which will be furnished to You by Us at no cost; provided, however, that the placement of any such decal may not (x) obscure or obstruct any decal or other signage representing any payment card You accept; (y) otherwise violate the terms of any agreement to which You are a party; or (z) reasonably give rise to a false or misleading inference that any business other than Your own is a Program merchant.
  • Information from Members and Third Party Vendors

    In order to operate the Program, The Program must obtain and use certain types of information ("Platform Data"). Platform Data is required, among other things, to ensure the accuracy of the Program's records and accounts; determine eligibility for rewards; and ensure proper crediting of rewards and fees, if applicable. The Program agrees that Platform Data will be used or shared with Third Party Vendors only in the operation of the Program (“Third Party Vendors” shall mean third party service providers, publishers, contractors, agents, and Financial Institutions involved in the provisioning of the Program’s services to be performed hereunder).

    1. Some of the Platform Data is required to be provided by Members ("Member Data"). You agree to provide all the Platform Data required of you on the Program Website and such other Platform Data as the Program may deem appropriate for the purpose of operating the Program. You also agree to notify the Program of any changes to your Platform Data within 5 business days of such changes.
    2. By using the Program Website, you bear the same risks that you bear when you use any website or web-based application. These risks include, but are not limited to, the Program's loss of data, failure to receive data, receipt of corrupted data and other technical difficulties that may result in service interruptions. It is not possible for the Program to foresee specific instances of these and other risks and the Program does not assume responsibility for the timeliness, completeness, accuracy, deletion, non-delivery or failure to store any Platform Data, other User data, communications (including Shopper reviews) or personalization settings.
    3. Reviews and other communications by and between Shoppers are solely the opinions of their respective authors and do not represent the opinions of the Program or any of its affiliates.
    4. For merchants agreeing to accept American Express cards, you agree to comply with the data protection requirements set forth in Exhibit A, attached hereto and made apart hereof, for Loyalty Data associated with American Express Payment Cards. You also (i) acknowledge that you are aware of the data security standards of the Payment Card industry (“PCI DSS”) in general and VISA, MasterCard, American Express and Discover, in particular, and the Applicable Laws, rules and regulations to protect against any destruction, loss, alteration, or disclosure of, or unauthorized access applicable to any information relating to an identified or identifiable individual (“PII”), including without limitation the Gramm-Leach-Bliley Act, (ii) represent that you have a comprehensive information security program in compliance with PCI DSS and such Applicable Laws and (iii) agree to protect Loyalty Data in compliance with PCI DSS and such Applicable Laws.
  • Authorization

    Some Program Shoppers may opt to register their payment cards (Payment Card” shall mean any registered payment card, debit card or credit card issued by Financial Institutions and supported by the Program) with the Program in order to allow their Financial Institution to automatically apply funds for redeemed offers directly to cardholder accounts (“Financial Institution” shall mean those financial services institutions that have arrangements with the Program to facilitate the validation of Offer Redemptions and the Settlement function, if applicable, including, without limitation, correspondent banks or financial intermediaries, payment network partners (such as MasterCard and VISA), Payment Card issuers or payment processing services).

    All Program Shoppers including those who register their payment cards with the Program and redeem offers (“Redemption” (and variations thereof) shall mean the act of consummating a purchase of goods or services as advertised in, and in accordance with the terms and conditions of an Offer, with the use of a registered payment card) will become users of the Program in accordance with the Program’s terms of service and privacy policy. You acknowledge that in performing the Program’s services, the Program or its Third Party Vendors will collect, use and disclose Platform Data in accordance with the Program’s privacy policy as in effect from time to time, the current version of which is available at www.shopmainstreet.com. You authorize the following payment card networks (i.e. Visa, MasterCard, Discover and American Express) or other third party data providers,ie. Linkable Networks, as applicable, to monitor, collect, identify, and match payment transaction records that the payment card networks capture for the benefit of the consumers who register their payment cards with the Program and to forward the relevant payment transaction records to the Program or to its Third Party Vendors. The Program owns all right, title and interest in the Program Platform, in data collected and generated from operation of the Program and the Program Shopper’s use of the Program, and in any other technology or materials developed by the Program, and reserves all right therein; provided, however, that information relating exclusively to the performance of the Program shall be kept confidential and used solely for performance of the Program. The Program may use, however, Platform Data collected from the Program to develop aggregated analytics with respect to performance metrics, so long as such Program Data is not publicly attributable to and no reference is made to You. You acknowledge and agree that the Program may use and share Platform Data collected by it hereunder with any Third Party Vendors in order to perform its contemplated services.

  • Your Use of the Program

    1. Your right to access and use the Program and the Program Website is personal to You and is not transferable by You to any other person or entity. You are only entitled to access and use the Program and the Program Website for lawful purposes.
    2. In order for the Program to function effectively, You must also keep your Member Data up to date and accurate. The Program is not responsible for any failure of the Program to function as a result of any inaccuracy or incompleteness of Member Data.
    3. Your access and use of the Program Website may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Program Website or other actions that the Program, in its sole discretion, may elect to take
  • Offers

    From and after the activation of Your Program account and at all times while this Agreement is in effect:

    1. You shall honor the terms of each Offer created on the Site which shall then be in effect for each Location (each an “Offer”); provided, however, that a Program Shopper will be eligible for an Offer, and You will be liable for the amount of such Offer and the fees associated therewith, only if the Program Shopper uses a Program eligible payment card for such transaction (such transaction being referred to in this Agreement as a “Qualifying Transaction”). You have no liability for any Offer in connection with any transaction that is not a Qualifying Transaction.
    2. In the event of any returns, chargebacks or other exceptions recognized by the Program, the amount of Offers and fees accrued in connection with such transactions will be reversed and credited to Your account.
    3. Every Program Shopper who makes a Qualifying Transaction will be eligible at least for the Offer. Rewards earned in connection with any other Offers are incremental and the total reward earned in connection with any Qualifying Transaction made in connection with the Program (regardless of whether such Qualifying Transaction was made at any Location) will be the aggregate amount of Offers for which the Program Shopper is eligible or the Offer Cap, whichever is less; provided, however, that if the amount of any individual Offer for which a Program Shopper is eligible exceeds the Offer Cap, the Program Shopper will earn the reward based solely on such higher individual Offer. In such case (i) no other Offer shall apply and (ii) the amount of the reward earned by the Program Shopper in connection with such Qualifying Transaction shall not be limited by the Offer Cap.
    4. Program reserves the right to refuse or terminate any Offer in its sole discretion.
  • Member Rules of Conduct

    From and after the activation of Your Program account and at all times while this Agreement is in effect:

    1. You shall not:
      1. Inquire as to whether a customer is a Program Shopper except to recommend that such customer become or refer a Program Shopper.
      2. Recommend or request that any customer not pay for any transaction with a credit or debit card.
      3. Alter or adjust prices based on Your knowledge or belief that a customer is a Program Shopper.
      4. Contact any Program Shopper other than in accordance with such shopper’s contact preferences.
      5. Make any statement to any consumer (whether or not such consumer is a Program Shopper) which has the intention or could reasonably have the effect of misleading such consumer (x) as to such consumer’s eligibility for any Offer or (y) as to any other material aspect of the Program.
      6. Violate, or permit any of Your employees or agents to violate, the Terms Of Use or any other provision of the Agreement.
    2. You may:
      1. Recommend to customers (x) that they become or refer Program Shoppers provided in each case that You accurately describe the Program.
      2. Add and modify Offers at any time; provided, however, that the Standard Offer or Offer Cap for any Location may be changed not more than once every 90 days, and that all elements of the Offer must be changed (if at all) at the same time.
      3. Promote Program and Your Offers in any medium; provided, however, in each case that You accurately describe the Program and provided, further, that any communication that contains any Program trademarks including, without limitation, the name “Shop Main Street” or any Program logotype is subject to Program’s prior written consent.
  • The Program's Responsibilities

    The Program will:

    1. Maintain Merchant database capabilities that will:
      1. Include each of Your Locations in the searchable Merchant Directory on the Site; and
      2. Maintain a Profile Page for each of Your Locations.
    2. Maintain Offer database capabilities that will:
      1. Include each of Your then-current Offers in the searchable Offer Directory on the Site; and
      2. Publish Your then-current Offers for each Location on the Profile Page for such Location.
    3. Maintain transaction and eligibility processing capabilities that will:
      1. Process Qualifying Transactions;
      2. Determine the eligibility of each Qualifying Transaction for Offers and determine the amount thereof; and
      3. Provide transaction data to merchants.
  • Fees; Collection of Amounts Due

    1. On the fifth business day of every month (each a “Settlement Date”), the Program will collect from You, by electronically debiting the bank account specified in Your Application, an amount equal to the aggregate of (i) Offers accrued for the benefit of Program Shoppers in connection with Qualifying Transactions occurring during the calendar month ending immediately prior to the Settlement Date; (ii) transaction fees payable to the Program in connection with the Qualifying Transactions referred to in clause (i); (iii) fees for the ancillary services performed by the Program during the calendar month ending immediately prior to the Settlement Date; and (iv) any unpaid amounts previously due and owing by You.
    2. The Program will provide, on the Site, a statement and invoice describing the charges referred to in section 5(a) for the calendar month ending immediately prior to such Settlement Date within two business days after the close of such calendar month.
    3. You expressly agree and consent to the electronic transfers referred to in section 5(a) and agree to cooperate with any financial institution or service provider to effectuate such transfers. To the extent You use the Automated Clearing House (“ACH”) settlement process to debit or credit Your settlement account, You hereby agree to be bound by the terms of the operating rules of the National Automated Clearing House Association, as they may be amended from time to time. You hereby grant the Program the irrevocable and absolute right to initiate debit and credit entries and adjustments to Your account through the ACH settlement process and/or through direct instructions to (or such other arrangements as the Program deems appropriate) the financial institution specified in the Application (or any successor thereto that is approved by the Program) where Your settlement account is maintained for all amounts due to the Program under this Agreement, including the transaction fees and other fees payable to the Program for the services rendered by the Program as well as the Offers payable to Program Shoppers through the Program, as well as any erroneous credit entries. You hereby authorize such financial institution to make all such debits and credits to Your account for the benefit of the Program. This authority will remain in full force and effect until all monies due under the Agreement have been paid in full, even if the Agreement or any portion hereof has been terminated prior to such payment in full.
    4. You agree to reimburse the Program for any ACH ancillary fees (such as ACH Reject Fee, ACH Chargeback Fee, etc.) that are directly related to the processing ACH debit or credit transactions to Your account.
    5. You will give the Program at least 10 (Ten) days’ prior written notice of any changes to Your banking and/or any other financial information described in the Application.
  • Confidentiality

    You acknowledge that the Program’s existing and contemplated products, services, business plans, Program Shopper information, financial information, designs, technology, processes, technical data, engineering, techniques, methodologies, concepts, algorithms, software code and programs, website tools and any other non-public information or proprietary materials (in any form and media) (collectively, “Confidential Information”) contains proprietary trade secrets of the Program and You hereby agree to maintain the confidentiality of the Confidential Information using at least as great a degree of care as You use to maintain the confidentiality of Your own most confidential information, but in no event less than a reasonable degree of care. You shall not, without the specific written consent of a corporate officer of the Program, disclose all or any part of the Confidential Information to any third party. You further agree to (a) hold the Confidential Information in trust and confidence to prevent unauthorized use or disclosure thereof, and (b) not use the Confidential Information for any purpose whatsoever except as expressly authorized under this Merchant Agreement, and (c) restrict circulation of the Confidential Information to such of Your employees (and no other third party) who have a need to use the Confidential Information for the purposes described in clause (ii) above. Confidential Information does not include information that You can demonstrate (i) was in Your possession at the time of disclosure and without restriction as to confidentiality, (ii) at the time of disclosure is generally available to the public or after disclosure becomes generally available to the public through no breach of agreement or other wrongful act by You, or (iii) has been received from a third party without restriction on disclosure and without breach of agreement or other wrongful act by You.

  • Ownership

    As between the Program and You, the Program owns the Confidential Information as well any other Program content, information, materials and property related to the Site or the Program’s business, including but not limited to visual interfaces, interactive features, the look and feel, design and organization of the Site, graphics, audio, photographs, illustrations, design, compilation, computer code, products, software, tools, aggregate user review ratings, and all other elements and components of the Site excluding any content provided by You for posting on the Site (collectively, “Program Property”). The Program also owns the copyrights, trademarks, service marks, trade names, trade secrets and other intellectual and proprietary rights throughout the world (the "IP Rights") associated with the Program Property and the Site, which are protected by copyright, trade dress, patent, trade secret, trademark laws and all other applicable intellectual and proprietary rights and laws. As such, You may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit or use, any of the Program Property in whole or in part except as expressly authorized by the Program. Except as expressly and unambiguously provided herein, the Program does not grant You any express or implied rights, and all rights in and to the Site and the Program Property are retained by the Program

  • Trademarks

    The trademarks, logos, service marks and trade names (collectively the "Trademarks") displayed on the Site are registered and unregistered trademarks of the Program and others and may not be used in connection with products and/or services that are not related to, associated with, or sponsored by their rights holders that are likely to cause customer confusion, or in any manner that disparages or discredits their rights holders. All Trademarks not owned by the Program that appear on the Site, if any, are the property of their respective owners. Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Site without the written permission of the Program or the third party that may own the applicable Trademark. Your misuse of the Trademarks displayed on the Site is strictly prohibited. Program will aggressively enforce its Trademark rights to the fullest extent of the law, including the seeking of criminal prosecution.

  • Your Conduct on the Site

    You warrant and agree that You shall not: (a) impersonate any person or entity or misrepresent Your affiliation with any other person or entity; (b) upload, post, publish, transmit, reproduce, distribute or in any way exploit any information or other material obtained through the Site (other than materials You have provided to Us regarding You or Your business) for commercial purposes (other than as expressly permitted by the provider of such information or other material); or (c) attempt to gain unauthorized access to other computer systems through the Site. You may not: (i) engage in spidering, “screen scraping,” “database scraping,” harvesting of e-mail addresses, wireless addresses or other contact or personal information, or any other automatic means of obtaining lists of users or other information from or through the Site or the services offered on or through the Site, including without limitation any information residing on any server or database connected to the Site or the services offered on or through the Site; (ii) obtain or attempt to obtain unauthorized access to computer systems, materials or information through any means; (iii) use the Site or the services made available on or through the Site in any manner with the intent to interrupt, damage, disable, overburden, or impair the Site or such services, including, without limitation, sending mass unsolicited messages or “flooding” servers with requests; (iv) use the Site or the Site’s services in violation of any applicable law, rule or regulation; (v) post any material on the Site (including through Your promotions and offers) that is fraudulent, unlawful, threatening, abusive, harassing, libelous, disparaging, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent; or (vi) defame, disparage or otherwise criticize any other merchant or any Program Shopper who is registered on the Site. You further agree that You may not attempt (or encourage or support anyone else’s attempt) to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with the Site or the Site’s services, or any content thereof, or make unauthorized use thereof

  • Program Shopper Conduct

    The Program may, from time to time, make social networking services, messaging services, chat services, bulletin boards, other forums and the like available on the Site for the purpose of enabling communications among Program Shoppers and other users of the Site (collectively, the “Community Features”). The Program reserves the right, but does not have an obligation, to monitor and/or review all messages and materials posted on the Site through the Community Features or otherwise. Although the Program requires that all Program Shoppers comply with the Terms of Use for the Program, the Program cannot control such messages and materials, and disclaims all liability for any such messages and materials posted by Program Shoppers and other such users, including any inaccurate, defamatory, disparaging or hateful messages and materials regarding You, Your products, Your services or Your business. In the event that You receive or become aware of any such message You shall notify the Program of such message. Subject to Your compliance with the applicable provisions of this Agreement and the Program’s Privacy and Security Policy, You may respond to such message by using the messaging tools provided as part of the Program.

  • Use of Your Information

    You grant the Program the right to use Your Information (other than Your confidential banking and other financial information), alone or in combination with other parties’ information, for the purposes, and to the extent provided, in the Privacy and Security Policy. Without limiting the foregoing:

    1. You grant the Program the irrevocable right and license to use any of Your Information provided by You for use on the Site for any purpose, including but not limited to the right to reformat it, edit it, publish it, associate it with Your account name, incorporate it into other works, create derivative works from it, distribute it, promote it, and license these same rights to third parties, in connection with the Site and in connection with other media platforms associated with the Site ("Other Media"). You grant the Program Shoppers, other Site users and the users of any Other Media the irrevocable right to access Your Information in connection with their use of the Site and any Other Media. You irrevocably waive, and cause to be waived, any claims and assertions of moral rights or attribution with respect to Your Information.
    2. You are solely responsible for Your Information. You assume all risks associated with use of Your Information, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure by You of any portion of Your Information that makes You personally identifiable. You may not imply that Your Information is in any way sponsored or endorsed by the Program.
    3. Because You alone are responsible for Your Information (and not the Program), You may expose Yourself to liability if, for example, Your Information violates a third party's rights, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is false, intentionally misleading, or defamatory; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; or violates or advocates the violation of any law, rule or regulation.
  • Representations and Warranties

    During the entire term of the Agreement, You represent and warrant to Program that:

    1. You have and will have the full legal right and power and authority to enter into and perform all of Your obligations under the Agreement and to comply with all Terms of Use of the Agreement;
    2. You have provided, and will provide, all of Your Information as well as any other information and materials required to be provided by You under the Agreement, accurately, completely, and without omissions or misleading statements, and You have not withheld, concealed, misrepresented or exaggerated any information that could influence Program’s decision to enter into the Agreement or to grant to You any of the rights hereunder;
    3. You will immediately notify the Program in writing of any changes or updates to any of Your Information. In addition, upon any request from the Program, You will provide any additional or updated information regarding You, Your business, Your products and services, Your promotions and offers, Your marketing materials and Your payment and financial information;
    4. You own, or have the necessary permissions to use and authorize the use of, Your Information as described herein without violating any rights of any third party (including any third party IP Rights), and there are no claims, demands or proceedings that have been instituted, or are pending or threatened, by any person against You or, to Your knowledge, any of Your customers, vendors or business associates, alleging any matter contrary to the foregoing; and
    5. You will comply with all applicable laws, rules and regulations in connection with the performance of Your obligations hereunder.
  • Indemnification

    You agree to defend, indemnify and hold the Program, its affiliates, and its and their directors, officers, employees and agents harmless from and against any and all claims, liabilities, losses, costs and expenses, including reasonable attorneys' fees, arising in any way from: (i) Your negligence, fraud or willful misconduct; (ii) the Program’s or any Program Shopper’s or other third party’s use of any of Your Information; (iii) Your placement or transmission of any message, content, information, software or other materials through the Site or any other activity on the Site; (iv) Your breach or violation of any applicable law, rule or regulation or of any provision of the Agreement; or (v) an allegation that Your Information or any other message, content, information, software or other materials posted by You through the Site infringes or misappropriates a third party IP Right. The Program reserves the right (but is not obligated to), at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, and in such case, You agree to cooperate with Program’s defense of such claim.

  • Term and Termination

    1. The Program shall have the right to suspend or terminate Your access to the Site and/or the Program or to terminate the Agreement in whole or in part upon written notice to You if the Program believes that You are in breach of the Agreement (including, without limitation, the Terms of Use) or applicable law, rule or regulation.
    2. The Program shall have the right to suspend or terminate Your access to the Site and/or the Program or to terminate the Agreement in whole or in part upon written notice to You if the Program believes that You are in breach of the Agreement (including, without limitation, the Terms of Use) or applicable law, rule or regulation.
      1. If the Program elects to suspend Your access to the Site and the Program, (1) Your Locations will not appear in the Merchant Directory; (2) Your Offers will not appear in the Offer Directory; (3) transactions with You will not be Qualifying Transactions; (4) reviews of Your Locations (and Your responses thereto) will not appear on the Site; (5) news and notifications from You will not appear on the Site; and (6) You will not be able to send or receive messages on the Site.
      2. At any time prior to the termination of the Agreement, Program may upon notice restore Your access to the Site and the Service, whereupon You will have the full rights of a Program merchant from and after the date of such restoration.
    3. Program may terminate, change, suspend or discontinue any aspect of the Site or the Program at any time upon notice to You.
    4. Upon expiration or termination of the Agreement for any reason: (i) You will lose Your status and privileges as a merchant on the Site, all rights and licenses granted to You by the Program under the Agreement shall terminate immediately, and the Program will have the right to take down any of Your Information from the Site; (ii) any monies owed by You to the Program (including any monies owed to Program Shoppers through the Program) under the Agreement shall immediately become due and payable, and the Program shall have the right and authority to seek payment of all such monies from Your account as described in Section 5 hereof and in other relevant parts of the Agreement; and (iii) You will immediately return to the Program, or if requested by the Program to do so, destroy the original and all copies of any Confidential Information in Your possession or control, and certify in writing to Program that You have done so.
  • Disclaimers of Warranties

    THE SITE, INCLUDING, WITHOUT LIMITATION, ALL SERVICES, CONTENT, FUNCTIONS AND MATERIALS, AND ANY OTHER PROGRAM PROPERTY OR SERVICES PROVIDED TO YOU ARE PROVIDED "AS IS," "AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES, UPTIME OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, OR CONTENT OF INFORMATION, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND THE PROGRAM HEREBY DISCLAIMS ANY AND ALL SUCH WARRANTIES, EXPRESS AND IMPLIED. THE PROGRAM DOES NOT WARRANT THAT THE SITE OR THE SERVICES, CONTENT, FUNCTIONS OR MATERIALS CONTAINED THEREIN, OR ANY OTHER PROGRAM PROPERTY OR SERVICES, WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. THE PROGRAM MAKES NO WARRANTY THAT THE SITE OR ANY OTHER PROGRAM PROPERTY OR SERVICES WILL MEET YOUR REQUIREMENTS. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PROGRAM OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. THE PROGRAM ALSO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THE SITE OR YOUR UPLOADING OR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO, OR AUDIO TO OR FROM THE SITE OR ANY OTHER PROGRAM PROPERTY OR SERVICE.

    THE PROGRAM TRIES TO ENSURE THAT THE INFORMATION POSTED ON THE SITE IS CORRECT AND UP-TO-DATE. THE PROGRAM RESERVES THE RIGHT TO CHANGE OR MAKE CORRECTIONS TO ANY OF THE INFORMATION PROVIDED ON THE SITE OR OTHERWISE AT ANY TIME AND WITHOUT ANY PRIOR WARNING. THE PROGRAM CANNOT, AND DOES NOT, GUARANTEE THE CORRECTNESS, PRECISION, THOROUGHNESS OR COMPLETENESS OF ANY OF THE INFORMATION AVAILABLE ON THE SITE OR ANY OTHER PROGRAM PROPERTY OR SERVICE, NOR WILL THE PROGRAM BE LIABLE FOR ANY INACCURACY OR OMISSION CONCERNING ANY OF THE INFORMATION PROVIDED ON THE SITE OR THROUGH ANY OTHER PROGRAM PROPERTY OR SERVICE.

  • Limitation of Liability

    IN NO EVENT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL THE PROGRAM, ANY AFFILIATE OF PROGRAM, OR ANY OF ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTENT PROVIDERS OR SERVICE PROVIDERS (COLLECTIVELY, THE “PROTECTED ENTITIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO, THE USE OF, OR THE INABILITY TO USE, THE SITE OR THE CONTENT, MATERIALS AND FUNCTIONS RELATED THERETO OR ANY OTHER PROGRAM PROPERTY, YOUR PROVISION OF INFORMATION VIA THE SITE, LOST BUSINESS OR LOST SALES, EVEN IF SUCH PROTECTED ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE PROTECTED ENTITIES BE LIABLE FOR OR IN CONNECTION WITH ANY CONTENT POSTED, TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY PROGRAM SHOPPER, MERCHANT OR OTHER USER OR OTHER PERSON ON OR THROUGH THE SITE. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE PROTECTED ENTITIES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THIS AGREEMENT OR YOUR USE OF THE PROGRAM OR SITE EXCEED, IN THE AGGREGATE, (i) THE TRANSACTION FEES PAID BY YOU TO THE PROGRAM IN CONSIDERATION FOR THE PROGRAM’S SERVICES (BUT EXCLUDING OFFERS COLLECTED BY THE PROGRAM ON BEHALF OF PROGRAM SHOPPERS) IN THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE RELEVANT CAUSE OF ACTION, OR (ii) ONE THOUSAND DOLLARS, WHICHEVER IS LESS.

  • Violation of Agreement

    The Program reserves the right to seek all remedies available at law and in equity for violations of the Agreement, including the right to block Your access to the Site and pulling down Your Information from the Site. However, You will be liable to pay any and all amounts due to the Program and Program Shoppers as described in the Deal Terms.

  • Modification of Agreement

    The Program reserves the right, at its sole discretion, to change, modify, add or remove any portion of the Agreement at any time. Changes to the Agreement will be effective when notified to all relevant recipients on the Site or via email to You (if You so elect).

  • Assignment

    You shall not have the right to assign, transfer, or delegate any of Your rights or obligations under the Agreement (including, without limitation, interests or claims relating to the Agreement) without the prior written consent of the Program in each instance; provided, however, that You may assign this Agreement without consent in the event of a merger, reorganization, acquisition, consolidation or sale of all, or substantially all, of Your assets.. Any attempt to assign the Agreement other than as permitted herein shall be null and void. Subject to the foregoing, the Agreement shall inure to the benefit of and bind the parties’ respective successors and permitted assigns.

  • Miscellaneous

    The terms and conditions and other parts of the Agreement and the relationship between You and the Program shall be governed by the laws of the State of Delaware, without regard to its conflict of law provisions. Each party hereto agrees that all claims relating to this Agreement will be heard exclusively by a state or federal court in Delaware. Accordingly, each party hereby consents to the exclusive jurisdiction of any state or federal court in the State of Delaware over any proceeding related to this Agreement, irrevocably waives any objection to the venue of any such court, and irrevocably waives any claim that any such proceeding in such a court has been brought in an inconvenient forum. The Program’s failure to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect. This Agreement is intended to be read and interpreted together with the other documents referred to in Agreement.

Exhibit A

American Express Data Security Standards

  • Data Security

    You represent and warrant that You have, and will continue to have for so long as You receive and retain, as applicable, any information relating to an identified or identifiable individual (“PII”) or Loyalty Data associated with American Express Payment Cards (“Protected Data”) a comprehensive information security program in compliance with applicable laws to protect against any destruction, loss, alteration, or disclosure of, or unauthorized access to, any Protected Data and will comply with the data security standards of the payment card industry (PCI DSS) (including, but not limited to, obtaining from a Qualified Security Assessor an annual Report on Compliance (as the foregoing capitalized terms are defined in PCI DSS) that certifies Your compliance with PCI DSS). Such information security program will include commercially reasonable administrative, technical and physical safeguards (a) to maintain the security and confidentiality of such Protected Data, (b) to protect against any anticipated threats or hazards to the security or integrity of such Protected Data and (c) to protect against unauthorized access to or use of such Protected Data, which could result in substantial harm or inconvenience to the owner of such data. You agree that it will promptly notify the Program upon discovering that there has been an actual or suspected material breach in its security safeguards required by this Section 1.3 or if the security of Protected Data has been or may be compromised for any reason. You will comply with (i) all applicable laws, including, without limitation, all applicable data protection, privacy, encryption and security laws and regulations; Directive 95/46/EC; the Gramm-Leach-Bliley Act; laws regulating unsolicited email communications; security breach notification laws; laws imposing minimum security requirements; laws requiring the secure disposal of records containing certain personally identifiable information; and all other similar international, federal, state, provincial and local requirements; (ii) the PCI Standard (if and to the extent applicable) and all other applicable industry standards and relevant policies of Financial Institutions, including, without limitation, the United States American Express Online Privacy Statement, available at https://www.americanexpress.com/us/content/legal-disclosures/online-privacy-statement.html, and the following AXP policies (and any updates to such policies or additional policies): Privacy of Consumer Financial Information/Regulation P Policy (effective May 22, 2012), AXP’s Customer Privacy, Information Sharing and Data Protection Policy (effective July 31, 2012); and (iii) all applicable provisions of written information security requirements applicable to the performance of its obligations under this Agreement. You will make its independent assessment as to which laws, rules and regulations are applicable to it in the performance of its obligations hereunder.

  • Specific Restrictions on Loyalty Data

    In the event You receive any Loyalty Data under this Agreement from transactions associated with American Express Payment Cards, You will use such Loyalty Data solely for the purposes contemplated by this Agreement and solely in accordance with applicable laws. Further,

    1. You will not sell, lease, license, sublicense, transfer or otherwise dispose of the Loyalty Data (or any portion thereof) to any third party or incorporate Loyalty Data (or any portion thereof) into any services offered by such party to any third party;
    2. You will not discover, reverse engineer, decompile or decode Loyalty Data in order to, among other things, determine card type.
    3. You confirm that the Program may collect, use, disclose, and share its data in order to perform its Services hereunder.
    4. You will comply with the terms of its privacy policy.
    5. You will permit the Program and the Financial Institutions and any of its or their inspectors, regulators and other representatives access: to any facility in which You perform this Agreement, to Your employees and to all of its systems, controls, policies and procedures, and its data and records for the purpose of examining Your performance of this Agreement, and conformance with the terms hereof, and will cooperate with any request by the Program and the Financial Institutions in connection with its assessment and evaluation of the manner in which You safeguard Loyalty Data.