Last Modified: June 19, 2018
- Intellectual Property Rights.
(i) Rewardzzz is the sole and exclusive owner of all right, title and interest in and to any data provided to Rewardzzz by you or your customers or any end user to Rewardzzz in connection with the Rewardzzz Programs, including without limitation all e-mail and/or other contact information (“Customer Data”). As such, you shall not, unless the applicable customer has separately taken all steps necessary to opt in to provide contact information to you, be provided with or otherwise have access to the Customer Data.
(ii) Rewardzzz owns all right, title and interest in and to the Rewardzzz Programs including, without limitation, all intellectual property rights therein and any improvements, modifications, enhancements or refinements thereto. Except as set forth in the Agreement, all rights not expressly granted to you are reserved to Rewardzzz. You agree not to decipher, decompile, disassemble, reconstruct, translate, reverse engineer, or discover any of the Rewardzzz Programs, intellectual property or ideas, algorithms, file formats, programming, or interoperability interfaces underlying such intellectual property.
(iii) Rewardzzz hereby grants to you a limited, non-transferable, non-exclusive, revocable license to access and use Rewardzzz’s hosted Merchant Web Portal (the “Portal”) for internal business purposes so long as your account with Rewardzzz remains current and active. If Rewardzzz provides you with a password to access the Portal, you are solely responsible for protecting the password and for any authorized or unauthorized use made of the password. You shall refrain from permitting any third party to use your password or otherwise access the Portal. Rewardzzz shall have the right to terminate the license granted hereby immediately in the event that you have breached any terms or conditions set forth in the Agreement or your Rewardzzz account is otherwise terminated for any reason.
(iv) Without limiting any of Rewardzzz’s rights set forth in the Agreement, Rewardzzz reserves the right, in its sole discretion but without any obligation on its part, to reject, remove, delete and/or cancel any information or content displayed or posted on the Rewardzzz website, any portion of the Rewardzzz ecosystem, and/or within any print materials, including without limitation any information and/or content that, in Rewardzzz’s view, contains content or links which do not meet Rewardzzz’s specifications or requirements. In addition, Rewardzzz shall be entitled, in its sole discretion and without notice to any party, to redesign and/or modify all or any portion of the Rewardzzz ecosystem (including without limitation the website and any mobile application and/or software) at any time without notice.
You: (i) will use the Rewardzzz Programs solely for your internal business purposes; and (ii) will not, for yourself, any of your affiliates or any third party (a) sell, rent, lease, license or sublicense, assign, distribute, or transfer the Rewardzzz Programs, (b) modify, change, alter, create derivative works of, decipher, decompile, disassemble, reconstruct, translate, reverse engineer, or discover any source code of the underlying ideas, algorithms, file formats, programming, or interoperability interfaces of the Rewardzzz Programs, (c) copy any tangible versions of the Rewardzzz Programs, or (d) remove from any of the Rewardzzz ecosystem any language or designation indicating the confidential nature thereof or the proprietary rights of Rewardzzz. In addition, you will not export, re-export or permit any third party to export or re-export, directly or indirectly, all or any part of the Rewardzzz Programs where such export or re-export is prohibited by applicable law without appropriate licenses and clearances. Rewardzzz retains the right, in its sole discretion but without any obligation on the part of Rewardzzz to monitor or evaluate any communications, to approve, modify or refuse any Rewardzzz-related communications or proposed communications or messages to your customers or any Rewardzzz end users.
- Fees; Pricing and Payment Terms; Taxes.
(i) Rewardzzz’s current fees for the Rewardzzz Programs are set forth in the Merchant Agreement. Rewardzzz reserves the right to amend the fees payable for the Rewardzzz Programs at any time upon thirty (30) days’ prior notice to you; provided, however, that such amendment to the fees will not be applicable until the beginning of the next Monthly Period. Your account or credit card will be billed monthly for the fees set forth in the Merchant Agreement. In the event where you have a net balance owed you during any settlement period, Rewardzzz will pay the net balance by either check or ACH or credit card within ten (10) business days.
(ii) When you provide your payment information to Rewardzzz, you are providing Rewardzzz with an authorization to process any and all payments as outlined in this Agreement. In certain instances, the payment processing may not occur immediately, and your payment may show as “pending” during this time period. In addition, Rewardzzz may request an authorization for the amount of your anticipated transaction in advance and may estimate the final value of the transaction, which may be more than the amount of the actual transaction. Rewardzzz will release any funds authorized in excess of the amount of the actual transaction at the time the transaction settles.
(iii) You will be responsible for any sales, use, value-added or import taxes, customs duties or other taxes assessed in accordance with applicable law with respect to the provision of the Rewardzzz Programs of your use thereof.
(iv) Notwithstanding anything herein to the contrary, Rewardzzz, in its sole discretion, may suspend or terminate the Agreement and corresponding access and right to use all or any portion of the Rewardzzz Programs, at any time, upon electronic or other notice to you, if you have not paid all amounts due on or before the payment due date, or for breach of this Agreement. You are responsible for amounts that remain outstanding as of the date of such termination including early cancellation fees. You agree to pay reasonable attorneys’ fees and court costs incurred by Rewardzzz to collect any unpaid amounts owed by you.
Rewardzzz shall be entitled, at its sole discretion, to suspend, restrict and/or terminate, without notice of any kind, your access to the Rewardzzz Program, the Application or your Merchant account for any reason.
- Representations and Warranties; Disclaimer.
(i) Rewardzzz warrants that Rewardzzz has the authority to enter into this Agreement.
(ii) You represent, warrant and covenant to Rewardzzz that: (a) you have the authority to enter into this Agreement; (b) you will take proper care of any Rewardzzz equipment provided by Rewardzzz to you and maintain all such equipment in good working order; (c) you will only use the Rewardzzz Programs for lawful purposes and will not violate any law of any country or the intellectual property rights of any third party; and (d) you will not use any Rewardzzz Program to send any e-mail or other communications which violate any applicable regulation, rule, industry protocol or law (including, without limitation, the CAN-SPAM Act).
(iii) EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, REWARDZZZ EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF QUALITY, ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN ADDITION, REWARDZZZ DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO ANY MINIMUM LEVEL OF UPTIME FOR THE REWARDZZZ PROGRAM OR THE RESULTS THAT YOU MAY ACHIEVE ON ACCOUNT OF USING ANY REWARDZZZ PROGRAM. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY AGREE THAT THE USE OF REWARDZZZ PROGRAMS OR IS AT YOUR SOLE RISK. REWARDZZZ PROGRAMS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND UNDER NO CIRCUMSTANCES SHALL REWARDZZZ BE LIABLE TO YOU OR ANY OTHER PARTY ON ACCOUNT OF ANY DOWNTIME WITHIN ANY REWARDZZZ TECHNOLOGY, PLATFORM OR APPLICATION. YOU HEREBY ACKNOWLEDGE THAT YOU ARE SOLELY RESPONSIBLE FOR OBTAINING AND/OR PROVIDING INTERNET SERVICE TO ALL LOCATIONS IN WHICH THE REWARDZZZ PROGRAMS ARE TO BE USED BY YOU.
- Confidential Information.
Any information that a receiving party knows or has reason to know (either because such information is marked or otherwise identified by the disclosing party orally or in writing as confidential or proprietary, has commercial value, or because it is not generally known in the relevant trade or industry) is “Confidential Information” of the disclosing party and will remain the sole property of the disclosing party. Such Confidential Information includes but is not limited to data, information (including personally identifiable information), ideas, materials, specifications, procedures, schedules, software, technical processes and formulas, source code, product designs, sales, cost and other unpublished financial information, product and business plans, advertising revenues, usage rates, advertising relationships, projections, marketing data and other similar information provided by a party. For avoidance of doubt, Customer Data shall be deemed Confidential Information of Rewardzzz. Each party agrees that it will not disclose, use, modify, copy, reproduce or otherwise divulge such Confidential Information to any third party without the prior written approval of the disclosing party except that the receiving party shall have the right to disclose such Confidential Information to the extent required by applicable law or to the directors, officers or employees of the receiving party who have a need to know such Confidential Information in order to perform its obligations under the Agreement and to the extent such directors, officers or employees are subject to obligations of confidentiality and non-disclosure that are substantially similar to the obligations set forth in the Agreement. The prohibitions contained in this Section will not apply to information (i) already lawfully known to the receiving party prior to disclosure by the disclosing party; (ii) independently developed by the receiving party without access to or use of the disclosing party’s Confidential Information; (iii) disclosed in published materials; (iv) generally known to the public; or (v) lawfully obtained from any third party. In addition, a party will not be considered to have breached its obligations under the Agreement to the extent Confidential Information is required to be disclosed by any governmental authority, provided that, to the extent legally practicable, the receiving party advises the disclosing party prior to making such disclosure in order that the disclosing party may object to such disclosure, take action to ensure confidential treatment of the Confidential Information, or take such other action as it considers appropriate to protect the Confidential Information. The receiving party shall have the burden of proving by clear and convincing evidence that any of the foregoing exceptions applies to any disclosure.
- Dispute Resolution; Governing Law.
In the event of a reward dispute or mistake between a Merchant and User, Rewardzzz may in its sole discretion and without liability of any kind unilaterally make adjustments to User reward points, it being understood that Rewardzzz shall not be (i) obligated to make any such adjustment or otherwise get involved with or provide any assistance towards resolving any such dispute, or (ii) be liable to any party for any damages, expenses or liabilities arising out of any such dispute. To the extent any disputes arise under the Agreement or otherwise between the parties, the parties will first attempt in good faith to resolve their dispute informally. This Agreement is governed by the State of New York and you expressly agree to the exclusive jurisdiction for any claim or dispute with Rewardzzz in the federal and state courts within the jurisdiction of the United States District Court for the Southern District of New York. The United Nations Convention on Contracts for the International Sale of Goods will not apply to the Agreement.
You will defend, indemnify, and hold Rewardzzz and its affiliates and their respective directors, officers, employees, agents and representatives harmless from and against any third party suit, proceeding, assertion against any damages, judgments, liability, costs and expenses (including without limitation any reasonable attorneys’ fees) incurred by Rewardzzz, its successors or assigns, employees, owners, directors, officers or agents arising from your breach of this Agreement, or your negligence or intentional act,, any dispute you may have with any other party in connection with any Rewardzzz Program or otherwise related in any way to any Rewardzzz Program, your unauthorized use or misuse of the Rewardzzz Programs or any unauthorized combination of any Rewardzzz Program with any hardware, software, products, data or other materials not specified or provided by Rewardzzz.
- Limitation of Liability.
Rewardzzz’s aggregate liability for all claims (including claims for indemnification of third party damages) arising out of the Agreement, whether in contract, tort or otherwise, will not exceed the amount of fees paid by you to Rewardzzz under the Agreement during the twelve (12) months preceding the date on which the applicable claim occurred. To the maximum extent permitted by applicable law, in no event will Rewardzzz be liable for any loss of business profits, business interruption, loss of data or any special, indirect, exemplary, incidental or consequential damages arising from or in relation to the Agreement or the use of the Rewardzzz Program, however caused and regardless of theory of liability. In addition, Rewardzzz will not be liable for damage (physical or otherwise) incurred by you upon any asset or property from the installation or removal of any Rewardzzz product or add-on in-store and will not be responsible for replacement or cost of repair if damages occur. This limitation will apply even if such damages were foreseeable and you have been advised or are aware of the possibility of such damages.
Except where explicitly provided otherwise herein, any notice required or permitted hereunder will be delivered to the individual person listed on the Merchant Agreement as follows (with notice deemed given as indicated): (i) by personal delivery when delivered personally; (ii) by established overnight courier upon written verification of receipt; (iii) by facsimile transmission when receipt is confirmed orally; (iv) by certified or registered mail, return receipt requested, upon verification of receipt; or (v) by electronic delivery when receipt is confirmed orally.
You may not, without the prior written consent of Rewardzzz, assign the Agreement, in whole or in part, either voluntarily or by operation of law, and any attempt to do so will be a material default of the Agreement and will be void; provided, however, that in the event of a sale of substantially all of your assets or equity to a third party or any merger of your entity with an into a third party, this Agreement shall be deemed, without any further action on the part of any party, to automatically be assigned to and assumed by the acquirer in such transaction and as such, shall be binding on such acquirer. The Agreement will be binding upon and will inure to the benefit of the respective parties hereto, their respective successors in interest, legal representatives, heirs and assigns.
- No Third Party Beneficiaries.
The Agreement is solely for the benefit of the parties and their successors and permitted assigns, and does not confer any rights or remedies on any other person or entity.
- Amendment; Waiver.
This Agreement may be changed by Rewardzzz upon posting an updated version of the Agreement at Rewardzzz’s website and/or within the applicable Rewardzzz Program, any such change to become effective 10 business days after posting such updated version of the Agreement as described above. The failure of either party to exercise or enforce any of its rights under the Agreement will not act as a waiver of subsequent breaches and the waiver of any breach will not act as a waiver of subsequent breaches.
If any provision of the Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, that provision will be enforced to the maximum extent permissible under applicable law and the other provisions of the Agreement will remain in full force and effect.
- Force Majeure.
Neither party shall be liable to the other if such party is prevented from performing any of its obligations under the Agreement (excluding fee payment obligations) due to any cause beyond the party’s reasonable control including, without limitation, an act of God, fire, flood, explosion, terrorism, war, embargo, government regulation, civil or military authority, acts or omissions of carriers, transmitters, providers, or acts of vandals, or hackers. The time for that party’s performance will be extended for the period of the delay or failure to perform due to such occurrence, except that you will not be excused from the payment of any sums of money owed by you to Rewardzzz provided prior to the force majeure event.
- Independent Contractor.
The Agreement will not be construed as creating or constituting a partnership, joint venture, or agency relationship between the parties. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.
- Compliance with Laws.
Each party will comply with all applicable laws, regulations, and ordinances relating to their performance hereunder.
- Entire Agreement.
The Agreement (including, without limitation, the Merchant Agreement and these Merchant Terms) constitute the entire agreement between Rewardzzz and you with respect to the subject matter hereof and all prior oral or written agreements, representations or statements with respect to such subject matter are superseded hereby.
- Other Terms.
The following terms shall, in addition to all of the other terms set forth in this Agreement, govern your use of “Rewardzzz Platform” for communicating with Rewardzzz User Members. You shall, as a condition to making any use of the Rewardzzz Platform, follow these rules:
- You will not send Spam! While you are responsible for making yourself of aware of current anti-SPAM and similar regulations that may be in effect from time to time, as a general rule, you should assume that if you send people mass email without their permission, you’re spamming.
- You will not violate Rewardzzz’s Acceptable Use guidelines, some of which are set forth below, as they may be in effect from time to time, and which are incorporated herein by reference.
You shall refrain from using the Rewardzzz Platform to send anything offensive, to promote anything illegal, or to harass anyone. Not in limitation of the foregoing, you may not send: (i) Pornography or other sexually explicit Emails; (ii) Emails offering to sell illegal goods or services; (iii) Use any of the Rewardzzz Platform to create a competing product; (iv) Send any messages through the Rewardzzz Platform that are not appropriate for its intended use; (v) Use an outside unsubscribe process.
Rewardzzz, Inc. (“us”, “we”, or “our”) operates the www.rewardzzz.com websites, portals and the Rewardzzz mobile application (altogether, the “Rewardzzz Program” or “Service”).
“Personal data” means data about a living individual who can be identified from those data (or from those and other information either in our possession or likely to come into our possession).
“Usage Data” means data collected automatically, either generated by the use of the Service or from the Service infrastructure itself (for example, the duration of a page visit).
“Cookies” are small pieces of data stored on your device (computer or mobile device) as a result of use of our Service.
“Data Processor” or “Service Providers” means any natural or legal person who processes personal data on behalf of the Data Controller. We may use the services of various Service Providers in order to process your personal data more effectively.
“Data Subject” or “User” means any living individual who is using our Service and is the subject of any personal data we collect.
- Information Collection and Use. We collect several different types of information for various purposes to provide and improve our Service to you.
Personal Data: While using our Service, we may ask you to provide us with certain personal data. Personally identifiable information may include, but is not limited to: Email address, First name and last name, Phone number, Address, State, Province, ZIP/Postal code, City. We may use your personal data to contact you with newsletters, marketing or promotional materials and other information that may be of interest to you. You may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or instructions provided in any email we send.
Usage Data: We may also collect information that your browser sends whenever you visit our Service or when you access the Service by or through a mobile device. This Usage Data may include information such as your computer’s Internet Protocol address (e.g. IP address), browser type, browser version, the pages of our Service that you visit, the time and date of your visit, the time spent on those pages, unique device identifiers and other diagnostic data. When you access the Service by or through a mobile device, this Usage Data may include information such as the type of mobile device you use, your mobile device unique ID, the IP address of your mobile device, your mobile operating system, the type of mobile Internet browser you use, unique device identifiers and other diagnostic data.
Location Data: We may use and store information about your location if you give us permission to do so (“Location Data”). We use this data to provide features of our Service, to improve and customize our Service. You can enable or disable location services when you use our Service at any time, through your device settings.
Examples of Cookies we use: (i) Session Cookies: We use Session Cookies to operate our Service; (ii) Preference Cookies: We use Preference Cookies to remember your preferences and various settings; (iii) Security Cookies: We use Security Cookies for security purposes.
- Use of Data
We use collected data to: (i) provide and maintain our Service; (ii) notify you about changes to our Service; (iii) allow you to participate in interactive features of our Service when you choose to do so; (iv) provide customer support; (v) gather analysis or valuable information so that we can improve our Service; (vi) monitor the usage of our Service; (vii) detect, prevent and address technical issues; and (viii) provide you with news, special offers and general information about other goods, services and events which we offer that are similar to those that you have already purchased or enquired about unless you have opted not to receive such information.
- Legal Basis for Processing Personal Data Under General Data Protection Regulation (GDPR)
Rewardzzz, Inc. may process your Personal Data because:
- We need to perform a contract with you
- You have given us permission to do so
- The processing is in our legitimate interests and it’s not overridden by your rights
- For payment processing purposes
- To comply with the law
- Retention of Data
We will also retain Usage Data for internal analysis purposes. Usage Data is generally retained for a shorter period of time, except when this data is used to strengthen the security or to improve the functionality of our Service, or we are legally obligated to retain this data for longer time periods.
- Transfer of Data
- Disclosure of Data
- To comply with a legal obligation
- To protect and defend the rights or property of Rewardzzz, Inc.
- To prevent or investigate possible wrongdoing in connection with the Service
- To protect the personal safety of users of the Service or the public
- To protect against legal liability
- Security of Data
The security of your data is important to us, but remember that no method of transmission over the Internet, or method of electronic storage is 100% secure. While we strive to use commercially acceptable means to protect your Personal Data, we cannot guarantee its absolute security.
- “Do Not Track” Signals Under California Online Privacy Protection Act (CalOPPA)
We do not support Do Not Track (“DNT”). Do Not Track is a preference you can set in your web browser to inform websites that you do not want to be tracked. You can enable or disable Do Not Track by visiting the Preferences or Settings page of your web browser.
- Your Data Protection Rights Under General Data Protection Regulation (GDPR)
If you are a resident of the European Economic Area (EEA), you have certain data protection rights. Rewardzzz, Inc. aims to take reasonable steps to allow you to correct, amend, delete, or limit the use of your Personal Data. If you wish to be informed what Personal Data we hold about you and if you want it to be removed from our systems, please contact us. In certain circumstances, you have the following data protection rights:
- The right to access, update or to delete the information we have on you. Whenever made possible, you can access, update or request deletion of your Personal Data directly within your account settings section. If you are unable to perform these actions yourself, please contact us to assist you.
- The right of rectification. You have the right to have your information rectified if that information is inaccurate or incomplete.
- The right to object. You have the right to object to our processing of your Personal Data.
- The right of restriction. You have the right to request that we restrict the processing of your personal information.
- The right to data portability. You have the right to be provided with a copy of the information we have on you in a structured, machine-readable and commonly used format.
- The right to withdraw consent. You also have the right to withdraw your consent at any time where Rewardzzz, Inc. relied on your consent to process your personal information. Please note that we may ask you to verify your identity before responding to such requests.
- You have the right to complain to a Data Protection Authority about our collection and use of your Personal Data. For more information, please contact your local data protection authority in the European Economic Area (EEA).
- Service Providers
We may employ Service Providers to facilitate our Service, to provide the Service on our behalf, to perform Service-related services or to assist us in analyzing how our Service is used. These third parties have access to your Personal Data only to perform these tasks on our behalf and are obligated not to disclose or use it for any other purpose. We may use Service Providers to monitor and analyze the use of our Service.
Google Analytics is a web analytics service offered by Google that tracks and reports website traffic. Google uses the data collected to track and monitor the use of our Service. This data is shared with other Google services. Google may use the collected data to contextualize and personalize the ads of its own advertising network. For more information on the privacy practices of Google, please visit the Google Privacy Terms web page: https://policies.google.com/privacy?hl=en
Facebook remarketing service is provided by Facebook Inc. You can learn more about interest-based advertising from Facebook by visiting this page: https://www.facebook.com/help/164968693837950. To opt-out from Facebook’s interest-based ads follow these instructions from Facebook: https://www.facebook.com/help/568137493302217. Facebook adheres to the Self-Regulatory Principles for Online Behavioral Advertising established by the Digital Advertising Alliance. You can also opt-out from Facebook and other participating companies through the Digital Advertising Alliance in the USA http://www.aboutads.info/choices/, the Digital Advertising Alliance of Canada in Canada http://youradchoices.ca/ or the European Interactive Digital Advertising Alliance in Europe http://www.youronlinechoices.eu/, or opt-out using your mobile device settings. For more information on the privacy practices of Facebook, please visit Facebook’s Data Policy: https://www.facebook.com/privacy/explanation
PayPal or Braintree
Links to Other Sites
- Children’s Privacy
Our Service does not address anyone under the age of 18 (“Children”). We do not knowingly collect personally identifiable information from anyone under the age of 18. If you are a parent or guardian and you are aware that your child has provided us with Personal Data, please contact us. If we become aware that we have collected Personal Data from children without verification of parental consent, we take steps to remove that information from our servers.
- Contact Us