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LoyaltyMatch, Inc. User Agreement
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THESE TERMS AND CONDITIONS (the "TERMS OF USE") CONTAIN LEGAL OBLIGATIONS. PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING LOYALTYMATCH.COM
Last updated on: November 27th, 2007
Introduction
Welcome to LoyaltyMatch's online selling, trading and buying loyalty program rewards community (the "LoyaltyMatch Site"). These TERMS OF USE list the terms and conditions of the agreement between you ("You") and LoyaltyMatch Inc. ("LoyaltyMatch" or "We" or "Us") for the selling, trading and buying of loyalty program rewards ("rewards"), all other services that We provide (the "Services") and related material, software, information, data and other content made available on the LoyaltyMatch Site ("Content")
By using the LoyaltyMatch Site, or any of the Services available on the LoyaltyMatch Site, You agree, without limitation or qualification, to be bound by these TERMS OF USE and such other additional or alternative terms, conditions, rules and policies which are displayed or to which You may be directed in connection with use of the LoyaltyMatch Site or Services as may be modified by LoyaltyMatch from time to time in accordance with these TERMS OF USE. If You do not agree with these TERMS OF USE, You may not use the LoyaltyMatch Site or any of the Services. It is therefore important that You review these TERMS OF USE regularly to ensure You are updated as to any changes.
Subject to these TERMS OF USE, You may use the LoyaltyMatch Site as a "Visitor" (which means You are just browsing the LoyaltyMatch Site and not participating in the Services) or a "Registered Member" (which means You have registered as a member of the LoyaltyMatch Site). Visitors may register their identifying information and become a Registered Member. As a Registered Member, You may have a personalized profile page consisting of content and services that You develop, manage and maintain and such other functionality made available to You on the LoyaltyMatch Site.
Who We are and what We do
LoyaltyMatch is not an auctioneer. LoyaltyMatch is a web site service that allows members who want to trade or sell loyalty program rewards ("Sellers") find members who want to buy or trade loyalty program rewards ("Buyers") through a virtual marketplace. It is important to realize that We simply act as a facilitator to allow the purchase and sale of loyalty program rewards as the Service is a virtual marketplace.
The LoyaltyMatch Site acts as a venue to allow anyone to offer, sell, buy and trade loyalty program points or rewards in a variety of pricing formats including a fixed priced format and a bartering format. We are not involved in the actual transaction between buyers and sellers. As a result, we have no control over the quality, safety or legality of the items advertised, the truth or accuracy of the listings, the ability of sellers to sell items or the ability of buyers to pay for items. ACCORDINGLY, WE CANNOT AND DO NOT GUARANTEE OR ENSURE THAT A BUYER OR SELLER WILL COMPLETE A TRANSACTION.
Information from loyalty and rewards program providers
Unless noted otherwise, any and all loyalty or rewards program providers are not affiliated with LoyaltyMatch Inc. and do not endorse the LoyaltyMatch Site or Services. You acknowledge and agree that LoyaltyMatch neither operates nor controls the products or services offered by third parties, loyalty or rewards program providers or promotional partners. Any and all trademarks, tradenames and brands are the property of their respective owners.
While LoyaltyMatch tries to have the most complete and up to date information from the various loyalty or rewards programs indexed on this site, we cannot guarantee and are not responsible for the accuracy and timeliness of loyalty program information found on the LoyaltyMatch Site, including without limitation the terms and conditions of the programs and the respective rewards information. Certain loyalty or rewards program providers may have rules in place limiting or prohibiting certain activities in connection with their rewards programs, including without limitation the redemption of rewards points for rewards and the transfer of rewards points. ACCORDINGLY, LOYALTYMATCH CANNOT AND IS NOT RESPONSIBLE FOR THE ACCURACY OF THE INFORMATION ON THIS SITE, NOR THE ABILITY TO BUY, SELL AND TRADE POINTS OR REWARDS FROM ANY LOYALTY PROGRAM PROVIDER. You represent, warrant and covenant to Us that You have read and do understand the terms and conditions of the rewards programs for which You are registered with and periodically will review those terms and conditions to ensure that You are in compliance with the most current loyalty or rewards program rules.
Eligibility
Use of the Services is void where prohibited. The LoyaltyMatch Site is not available to persons under the age of 18 or to any previously Registered Members suspended or removed from the service by LoyaltyMatch for any reason. It is a condition of Your use of this LoyaltyMatch Site that all the information You provide on this LoyaltyMatch Site will always be correct, current, and complete. By using the Services, You represent, warrant and covenant to Us that (a) all registration information You submit is truthful and accurate; (b) You will maintain the accuracy of such information; (c) You are 18 years of age or older; and (d) Your use of the Services does not violate any applicable law or regulation.
Registration, Accounts and Passwords
We will not accept any request from You to sell, trade or buy loyalty program rewards before You have registered with Us. To register, You must provide Your real name, address, phone number, and email address.
You will need a member name and password to access the LoyaltyMatch Site and use the Services (collectively, the "Account"). You agree to be responsible for: (a) maintaining the confidentiality of any passwords or other Account identifiers which You choose or are assigned as a result of any registration or subscription on the LoyaltyMatch Site, and (b) all activities that occur, including transaction effected, under Your Account. Further, You agree to notify LoyaltyMatch of any unauthorized use of Your Account. LoyaltyMatch will not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with, Your failure to comply with this Section. Your profile You may have as a Registered User may be deleted and Your membership may be terminated without warning. If You provide any information that is untrue, inaccurate, not current or incomplete, or We have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, or if We believe that You are under 18 years of age, We have the right to suspend or terminate Your account and refuse any and all current or future use of the Service (or any portion thereof).
Fees Policy
Registering with, and searching for items on the Service is free. However, LoyaltyMatch does charge fees to both Buyers and Sellers when they activate an offer. You will be responsible for all transactions effected and all applicable Service fees, together with all applicable taxes (collectively, the "Fees"), incurred through Your Account. You agree to pay all applicable Fees that are incurred through Your Account. LoyaltyMatch's current fees are:
- $1.99 for the Buyer in a transaction
- $1.99 for the Seller of a transaction
Prior to the completion of a transaction You will have the opportunity to review and accept the Fees that you will be charged for the Services. Unless otherwise indicated in the registration process, or in these TERMS OF USE, the Fees incurred through Your Account are chargeable immediately to the credit card You designated for Your Account (the "Account Credit Card") or through such other billing process as applicable. All Fees are non-refundable.
LoyaltyMatch reserves the right to change its Fees and fee structure for the Service from time to time. Changes to the Fees Policy (the terms and conditions of this Section) are effective after We provide you with at least fourteen (14) days' notice of the changes by posting the changes on the LoyaltyMatch Site. LoyaltyMatch, however, reserves the right to temporarily change our Fees and Fees Policy for promotional events (for example, free listing days) and such changes are effective when we post the temporary promotional event on the LoyaltyMatch Site. In the event that LoyaltyMatch introduces a new service, the Fees for that service are effective at the launch of the service. Unless otherwise stated, all fees are quoted in Canadian Dollars
Privacy
LoyaltyMatch's policies and procedures with respect to its collection and use of Your personally identifiable information are governed by our Privacy Policy. To view the LoyaltyMatch Privacy Policy, please visit privacy policy. LoyaltyMatch's privacy policy is certified by the TRUSTe Privacy Organization www.truste.org and gives You choice and consent over how Your information is used and shared. The certification confirms that LoyaltyMatch will adhere to TRUSTe's strict privacy principles, and comply with the TRUSTe Watchdog dispute resolution process
How the Service works
Our system matches Buyers and Sellers through the Service. Once matched and connected by the Service, Buyers and Sellers are free to negotiate on price or what is to be traded based on the rewards that can be redeemed by the Seller from their rewards program(s) and what the Buyer is willing to pay or trade for that reward.
When You want to use LoyaltyMatch to trade, buy or sell loyalty program rewards, You must first register at loyaltymatch.com.
The options to buy, sell or trade rewards are available in one of two formats: (i) by price or (ii) by trade.
Finding the Rewards You Want and Making an Offer as a Buyer
Making a Cash Offer: A Buyer first searches the LoyaltyMatch database for rewards available by Sellers. Once the Buyer finds a desired reward, the Buyer enters a "cash offer" notification into the Service for that reward item. This notification is then sent to the prospective Seller or Sellers informing them that there is a Buyer making a cash offer to buy the reward item.
Making a Trade Offer: Similar to making a cash offer, a Buyer seeking to make a trade first searches the LoyaltyMatch database for rewards available by Sellers. Once the Buyer finds a desired reward, the Buyer enters a "trade offer" notification into the Service for that reward item, which is sent to the prospective Seller or Sellers. This notification is to the prospective Seller or Sellers informing them that there is a Buyer making a trade offer to buy the reward item.
Seller Responding to an offer notice
Once a cash or trade offer from a Buyer is entered into the Service ("Initial Offer"), the Seller or Sellers (however the case may be) are notified that there is an Initial Offer pending for their availablereward item. RECEIVING NOTIFICATION OF AN INITIAL OFFER DOES NOT GUARANTEE THAT THERE IS A BUYER AVAILABLE FOR YOUR REWARD ITEM AS A SELLER. Where there are multiple Sellers for a reward who receive notification of an Initial Offer, ONLY THE FIRST SELLER TO ACCEPT AND RESPOND USING THE SERVICE TO THE BUYER'S INITIAL OFFER SHALL BE ENTITLED TO COMPLETE THE TRANSACTION WITH THE BUYER.
Once the Seller responds to the Initial Offer, a notification is sent to the Buyer informing them of the particular Seller that is available to sell to or trade with them. Once this step is complete, the Buyer and Seller who are matched via the above described process are not obligated to complete the transaction based on the terms of the Initial Offer, but may negotiate with each other through the Service. Furthermore, either party reserves the right to not complete a transaction unless a Final Offer (as defined below) is made. Buyers and Sellers shall at all times negotiate in good faith.
Once the Buyer and the Seller have agreed to terms of the transaction, including without limitation the price or a trade item, such terms shall be binding upon the parties ("Final Offer"). Once a Final Offer is reached, the Buyer shall send a notification through the Service to the Seller informing the Seller that the deal is complete.
Obligations and Guarantees of Buyer
By making a Final Offer for a reward You agree to be bound by the conditions of sale established by the Seller, so long as those conditions of sale are not in violation of these Terms of Use or otherwise unlawful. Final Offers are not retractable except in exceptional circumstances such as when the Seller materially changes the item's description after You make an offer, a clear typographical error is made, or You cannot authenticate the Seller's identity. Once a Seller and a Buyer enter into a Final Offer to trade for a reward, both the Seller and Buyer are obligated to complete the transaction with the exact rewards.
In making an offer to buy or trade a reward, You represent, warrant and covenant to LoyaltyMatch that: (a) You are legally able to buy or trade the reward items that You purchase or trade through the Service, (b) You have read and agreed to the terms and conditions of for the loyalty or rewards program from which You are listing rewards to buy or trade on the LoyaltyMatch Site, (c) Your offer to buy or trade will not violate the terms and conditions of Your respective Loyalty Program as they pertain to You. and (d) You will fulfill all transactions made using the Service.
Please be aware the certain loyalty or rewards program may charge taxes on the redemption of points for goods, including without limitation the federal Goods and Services Tax ("GST") and/or provincial sales taxes. It is the responsibility of the Buyer or the Seller (as applicable) to pay these taxes. LoyaltyMatch accepts no responsibility for such taxes and other government charges on transactions on the LoyaltyMatch Site.
In the case where a Buyer is trading with a Seller, the Buyer is expected to notify the Seller of the expected ship date of the reward when confirming the order.
Obligations and Guarantees of Seller
Once You have accepted a Final Offer through the Service, You are obligated to complete the transaction with the Buyer, unless there is an exceptional circumstance, such as: (a) the Buyer fails to meet the terms of your listing (such as payment method), or (b) You cannot authenticate the Buyer's identity. Once a Seller and a Buyer enter into a Final Offer to trade for a reward, both the Seller and Buyer are obligated to complete the transaction with the exact rewards.
In making a trade or cash sale, You represent, warrant and covenant to LoyaltyMatch that: (a) You are legally able to sell or trade the rewards through the LoyaltyMatch Site, (b) You have read and agreed to the terms and conditions of for the loyalty or rewards program from which You are listing rewards to buy or trade on the LoyaltyMatch Site, (c) Your offer to sell or trade will not violate the terms and conditions of Your respective Loyalty Program as they pertain to You and (d) You will fulfill all transactions made using the Service.
Please be aware the certain loyalty or rewards program may charge taxes on the redemption of points for goods, including without limitation the Canadian federal Goods and Services Tax ("GST") and/or Canadian provincial sales taxes. It is the responsibility of the Buyer or the Seller (as applicable) to pay these taxes. LoyaltyMatch accepts no responsibility for such taxes and other government charges on transactions on the LoyaltyMatch Site.
The Seller shall notify the Buyer of the expected shipping date.
Dealings With Third Parties
You acknowledge and agree that Your correspondence or business dealings with any third parties, including any person or advertisers, found on, or through, the LoyaltyMatch Site or any of the Services, including payment for and delivery of related goods and services, and all other terms, conditions, representations and warranties related to such dealings, are solely as between You and such third parties. The LoyaltyMatch Group assumes no responsibility whatsoever for any charges You or any user of Your account incurs when making purchases or other transactions in this manner. Further, the responsibility for ensuring compliance with all applicable laws in connection with any such transactions will be Yours alone. You agree that the LoyaltyMatch Group will not be responsible or liable in any way for any loss or damage of any kind incurred as a result of, or in connection with, any such dealings or transactions.
Member Disputes
You are solely responsible for Your interactions with other LoyaltyMatch members. LoyaltyMatch reserves the right, but has no obligation, to monitor and moderate disputes between You and other Visitors or Registered Users. You agree to cooperate with LoyaltyMatch should LoyaltyMatch notify You that it has elected to exercise its right to monitor or moderate a dispute
User Conduct
You acknowledge that LoyaltyMatch may investigate any violations of law and may cooperate with law enforcement authorities in prosecuting users in this regard.
You may not, in connection with the LoyaltyMatch Site or Services:
- Upload, post, email or otherwise transmit any User Content that:
- is libellous or defamatory, pornographic (including having nudity),sexually explicit, unlawful or plagiarized;
- infringes or violates any patent, copyright, trademark, trade secret or other intellectual property right;
- breaches a duty of confidentiality by which You are bound due to a contractual or fiduciary relationship (such as inside information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- defame, abuse, stalk, harass, threaten or otherwise violate the legal rights of others, including without limitation, rights relating to privacy and publicity;
- constitutes a breach of any person's privacy or publicity rights;
- post, transmit, link to, or otherwise distribute any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful material or information;
- violates or encourages others to violate any applicable law, statute, ordinance or regulation;
- promotes software or services that deliver unsolicited e-mail;
- disrupts the normal flow of dialogue, causes a screen to scroll faster than other users are able to type, or otherwise act in a way which affects the ability of other people to engage in real time activities via this Website;
- contains hyper-links to other sites that contain content that falls within the descriptions set forth above; or
- contains viruses, Trojan horses, worms, time bombs, cancelbots or other similar harmful programming routines;
- Provide false or deceptive information including User Content that impersonates or misrepresents Your connection to any other entity or person or otherwise manipulates headers or identifiers to disguise the origin of the content;
- Use LoyaltyMatch as a forwarding service to another Website;
- Do anything to prevent the full and complete display of advertisements on the LoyaltyMatch Site. These include, but are not limited to, making blog style changes, customizations, or overrides that effectively block or substantially impair the display of advertisements on pages within the LoyaltyMatch Site;
- Exceed the scope of the services that You have signed up for; for example, accessing and using features that You do not have a right to use, or deleting, adding to, or otherwise changing other people's entries or other Content when You have not been granted the privileges to do so;
- Sellers Shall Not Include Promotional Material with Rewards: Both the Buyer and the Seller's name and address information is provided to other party for the sole purpose of shipping the specific purchased product(s) and may not be used by for any other purpose, either in connection with such shipment(s) or separately from such shipment(s). You agree not to include in Your shipment or communication to the other party any promotional or other commercial material that is not provided or approved by LoyaltyMatch. This includes, without limitation, material that announces a website or invites the Buyer to visit a website other than LoyaltyMatch, catalogs, business cards, business reply cards, bookmarks, coupons, flyers, solicitations or other marketing or advertising material. You agree not to separately contact the other party at any time for any reason; or
- Allow usage by others in such a way as to violate these TERMS OF USE.
Feedback
You may not take any actions which may undermine the integrity of the feedback system. We may limit the number of listings that You may place on the Service based upon the level of your feedback and/or user rating. If You earn a net user rating of 1.5 (one point five), Your membership will be automatically suspended, and You will be unable to make a listing or offer.
You acknowledge that Your feedback consists of comments left by other users of the Service and a composite feedback number compiled by Us, and that the composite number without the comments does not convey Your full user profile. Because feedback ratings are not designed for any purpose other than for facilitating trading between users of the Service, You agree that You shall not market or export Your LoyaltyMatch feedback rating in any venue other than the LoyaltyMatch Site.
We do not provide the technical ability to allow You to import feedback from other websites to the LoyaltyMatch Site.
Comments and Content Submissions
We refer to any information You provide to LoyaltyMatch or other users in the registration, listing or offering process, in any public message area (including the feedback area) or make available through any email, feedback or other communication feature and including without limitation the ideas, suggestions, opinions, comments, observations, recommendations about any issue (including about the quality, appropriateness of any use, price, description or other information about any user or good, which includes any materials or content, and service), and including all user feedback, text, data, photographs, video, music, sound, chat, messages, blogs, files and any other material provided to us by LoyaltyMatch Visitors and Registered Members as "User Content". You are solely responsible for User Content, and We act as a passive conduit for your online distribution and publication of User Content.
The interactive nature of the Website makes it impossible for us to assume responsibility for any of the User Content that may be accessible to Visitors or Registered Members, or otherwise may be publicly displayed or copied. Similarly, no Content is endorsed by LoyaltyMatch, and we make no guarantee regarding the reliability, accuracy, or quality of any User Content. ALL USER CONTENT POSTED TO THE WEBSITE IS THE SOLE RESPONSIBILITY OF THE PERSON WHO ORIGINALLY POSTED THE USER CONTENT, AND YOUR SOLE RECOURSE FOR ANY DAMAGE YOU MAY SUFFER AS A RESULT OF USER CONTENT SHALL BE TO SUCH PERSON. YOU ACKNOWLEDGE THAT LOYALTYMATCH MAY OR MAY NOT PRE-SCREEN USER CONTENT, BUT THAT LOYALTYMATCH AND ITS DESIGNEES SHALL HAVE THE RIGHT (BUT NOT THE OBLIGATION) IN THEIR SOLE DISCRETION TO PRE-SCREEN, REFUSE, MOVE OR REMOVE ANY USER CONTENT FROM THE WEBSITE, WITH OR WITHOUT NOTICE.
LoyaltyMatch requires certain rights to User Content to operate the Website. You hereby grant to LoyaltyMatch the royalty-free, perpetual, irrevocable, worldwide, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, sublicense, distribute, perform, and display all User Content solely on and through the Website and other LoyaltyMatch-branded products and services and to advertise, promote, market, demonstrate, or provide instructional materials and services using commercially reasonable portions of the User Content in any form, media or technology now known or later developed. LoyaltyMatch will not be required to treat any User Content as confidential, and may use any User Content in its business in a manner consistent with the foregoing license without incurring any liability for royalties or any other consideration of any kind, and will not incur any liability as a result of any similarities that may appear in future LoyaltyMatch operations.
LoyaltyMatch hopes to consistently improve and add to the Website and business. If the foregoing license is determined by LoyaltyMatch to be inadequate to appropriately provide such improvements or additions, LoyaltyMatch will amend these Terms of Use to grant LoyaltyMatch such additional license rights to User Content, provided that such terms will only apply to User Content submitted by You prior to the amendment, if You do not remove the User Content within thirty (30) days after the amendment is first published on the Website.
You represent and warrant that to us: (i) You own the User Content posted by You on or through the Website or You otherwise have the right to grant the license set forth in this section, (ii) the "posting" (that is, the displaying, publishing or transmitting (such as by email or otherwise) of Your User Content on or through the Website does not violate any law or regulation; and (iii) the posting of Your User Content on or through the Website does not violate the privacy rights, publicity rights, patents, copyrights, contract rights or any other rights of any person. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any User Content posted by You to or through the Website.
You may not infringe upon the User Content of others. Which means You may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the third party's User Content.
LOYALTYMATCH AND/OR ITS AFFILIATES AND LICENSORS CANNOT BE RESPONSIBLE FOR THE CONTENT OR ACCURACY OF ANY INFORMATION, AND WILL NOT BE RESPONSIBLE FOR ANY RELIANCE OR DECISIONS MADE BASED ON SUCH INFORMATION. Please note that LoyaltyMatch reserves the right to refuse to post or to remove any information or materials, in whole or in part, that, in its sole discretion, are unacceptable, undesirable, or in violation of these TERMS OF USE.
Use of Services
You may not use this Website for any other purpose without LoyaltyMatch's express prior written consent. For example, You may not (and may not authorize any other party to) (i) co-brand the LoyaltyMatch Site, or (ii) frame the LoyaltyMatch Site, or (iii) hyper-link to the LoyaltyMatch Site in a manner inconsistent with these TERMS OF USE or in an inappropriate manner as determined by LoyaltyMatch in its sole discretion, without the express prior written permission of an authorized representative of LoyaltyMatch.
Release
Because we are a venue, in the event that You have a dispute with one or more users, You release LoyaltyMatch (and our parent and its subsidiaries and joint ventures and all such person's, officers, directors, agents and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
We are not involved in the actual transactions between Buyers and Sellers. If You have a dispute with one or more members, You release LoyaltyMatch and all affiliated companies, officers, directors, agents, parents, subsidiaries, legal representatives and employees from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute.
Monitoring
You acknowledge that LoyaltyMatch has no obligation to monitor the LoyaltyMatch Site or any content accessible through the LoyaltyMatch Site or any of the Services. However, You agree that LoyaltyMatch has the right to monitor the LoyaltyMatch Site electronically from time to time and to disclose any information, including Your personal information, as necessary to satisfy any law, regulation or other governmental request, to operate the LoyaltyMatch Site or any of the Services properly, or to protect itself or its users in accordance with the Privacy Policy.
Disclaimer
YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LOYALTYMATCH SITE AND ANY OF THE SERVICES AND CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND THAT EACH OF LOYALTYMATCH, ITS AGENTS, REPRESENTATIVES AND LICENSORS AND EACH OF THEIR RESPECTIVE AFFILIATES (COLLECTIVELY THE "LOYALTYMATCH GROUP") DOES NOT MAKE ANY, AND HEREBY DISCLAIMS ALL, REPRESENTATIONS, WARRANTIES, TERMS, CONDITIONS AND ENDORSEMENTS (COLLECTIVELY THE "WARRANTIES") OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO ANY MATTER HEREUNDER, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY, SUITABILITY, RELIABILITY, FREEDOM FROM INFECTIONS OR VIRUSES OR COMPLETENESS AS WELL AS ANY WARRANTIES ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE; AND (B) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LOYALTYMATCH GROUP SPECIFICALLY MAKES NO WARRANTIES THAT A LOYALTYMATCH SITE OR ANY OF THE SERVICES, INCLUDING ANY CONTENT, INFORMATION, PRODUCTS OR SERVICES OBTAINED FROM OR THROUGH THE USE OF A LOYALTYMATCH SITE OR ANY OF THE SERVICES, WILL BE PROVIDED ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS OR THAT SUCH SERVICES OR THE RESULTS DERIVED THEREFROM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.
Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT LOYALTYMATCH AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, LOSS OF USER CONTENT, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF LOYALTYMATCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (1) THE USE OR THE INABILITY TO USE THE WEBSITE; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE WEBSITE; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE; OR (5) ANY USER CONTENT, LOYALTYMATCH CONTENT OR OTHER MATTER RELATING TO THE WEBSITE OR LOYALTYMATCH.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
Disclaimer Regarding Third-Party and Search Content
Any and all pictures, sounds, sound effects, sound recordings, musical works, performances, graphics, video, cinematic productions, audio-visual works and any other works (the "Multimedia Content") located through the LoyaltyMatch Site's search services are protected by copyright and/or other intellectual property laws. LoyaltyMatch does not have the right to authorize You to reproduce, distribute, publicly display, publicly perform, communicate or create derivative works from any files containing such Multimedia Content. Where search results link to sites outside the LoyaltyMatch Site, all of the Multimedia Content contained on such sites is owned and served by entities other than LoyaltyMatch. LoyaltyMatch provides You with the URL or address of the Multimedia Content; this information may be used to determine the server of the Multimedia Content. If You intend to make use of any Multimedia Content accessed through the LoyaltyMatch Site's search services for commercial or noncommercial purposes, we strongly suggest that You contact the server and/or owner of the Multimedia Content for permission to use such Content.
Indemnity
You will indemnify and hold LoyaltyMatch, its subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, directors, and contractors (the "Indemnified Parties") harmless from any breach of these TERMS OF USE by You, including any use of User Content other than as expressly authorized in these TERMS OF USE. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and You agree to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and legal fees of the Indemnified Parties in connection therewith. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of Your use of the information accessed from this Website.
You agree to indemnify and hold the Indemnified Parties harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of User Content You submit, post, transmit, or otherwise make available through the Website, Your use of the Website, Your connection to the Website, Your violation of the TERMS OF USE, or Your violation of any rights of another.
You agree that LoyaltyMatch is not responsible in any way for the accuracy or suitability of any payment of taxes to any entity on Your behalf. You shall indemnify and hold LoyaltyMatch and (if applicable) any parents, subsidiaries, affiliates, officers, directors, agents and employees harmless against all liabilities, costs, interest and expenses (including reasonable legal fees) incurred by LoyaltyMatch that arise out of any third party or governmental claim that involves, relates to or concerns (i) any federal, provincial, state, municipal or county tax obligation or amounts due or owing under any tax regulation, law, order or decree or (ii) any dispute concerning the tax status of LoyaltyMatch.
Termination
In consideration of the availability, and Your use, of the LoyaltyMatch Site or any of the Services, You agree to comply with all applicable laws and these TERMS OF USE when using such LoyaltyMatch Site or Service. LoyaltyMatch reserves the right, in its sole discretion, to terminate a Registered Member's account, investigate and take appropriate legal action, and delete any or all of Your User Content. You acknowledge and agree that LoyaltyMatch may restrict, suspend or terminate Your access to, and use of, all or any part of the Services or any links to third party websites, at any time, with or without cause, including, without limitation, any breach of the terms and conditions of these TERMS OF USE, in LoyaltyMatch's absolute discretion and without prior notice or liability.
Security
You are prohibited from using any services or facilities provided in connection with the Services to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited. If You become involved in any violation of system security, LoyaltyMatch reserves the right to release Your details to system administrators at other sites in order to assist them in resolving security incidents. LoyaltyMatch reserves the right to investigate suspected violations of these TERMS OF USE.
LoyaltyMatch reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing LoyaltyMatch to disclose the identity of anyone posting any e-mail or other messages, or publishing or otherwise making available any other User Content that are believed or alleged (reasonably or not) to violate these TERMS OF USE or any law or regulation. BY ACCEPTING THIS AGREEMENT YOU WAIVE AND HOLD HARMLESS LoyaltyMatch FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY LoyaltyMatch DURING OR AS A RESULT OF ANY INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER LoyaltyMatch OR LAW ENFORCEMENT AUTHORITIES.
Modifications
LoyaltyMatch reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently the Services (or any party thereof including without limitation the LoyaltyMatch Site or any part thereof) with or without notice. LoyaltyMatch shall not be liable to You or to any third party for any modification, suspension or discontinuance of such Service. LoyaltyMatch may establish general practices and limits concerning use of the Website. You agree that LoyaltyMatch has no responsibility or liability for the deletion or failure to store any messages and other communications or other User Content, provided by You or otherwise, maintained or transmitted by LoyaltyMatch. Such loss may be without notice to You; consequently, You should always maintain Your own copy of Your User Content.
Copyright or Trademark Infringement
If You believe that Your work has been copied and posted on the Website in a way that constitutes copyright infringement, provide LoyaltyMatch with the following information:
(i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that You claim has been infringed; (iii) a description of where the material that You claim is infringing is located on the Website; (iv) Your address, telephone number, and email address; (v) a written statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (vi) a statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner's behalf.
Contact LoyaltyMatch for notice of claims of copyright infringement can be reached as follows:
LoyaltyMatch Legal Department
Suite #5G
295 Hagey Blvd.
Waterloo, ON
N2L 6R5
e mail:
Linked Sites
Please exercise discretion while browsing the Internet. Please note that certain links on the LoyaltyMatch Site may take You to other websites. Links to other websites or other resources which are not created or controlled by LoyaltyMatch ("Linked Sites") are intended for convenience only. LoyaltyMatch does not endorse or accept responsibility for any such Linked Site or resource You may access through the Website. Linked Sites are wholly independent from LoyaltyMatch therefore LoyaltyMatch has no control over any products, services, materials, or other information contained in or available through these third-party websites. The quality and dependability of these third-party websites may vary as they are updated or altered. Therefore, access to any third-party websites through the LoyaltyMatch Site, regardless of whether the third-party site is a Linked Site or not, is entirely at Your own risk.
Governing Law
This Agreement shall be governed by and interpreted in accordance with the laws of the province of Ontario, Canada, without regard to its provisions governing conflicts of law.
Arbitration
Except for allegations that You have infringed or have threatened to infringe our intellectual property rights, You and We agree that except where prohibited by applicable law, any controversy, claim or dispute arising out of or relating to these Terms and Conditions, Your use of the LoyaltyMatch Site or Service or the relationship which results from these Terms and Conditions, including without limitation, the performance, breach, enforcement, existence or validity of the matters provided for in these Terms and Conditions which cannot be amicably resolved, even if only one of the parties declares that there is a difference (collectively, a "Claim"), will be referred to and finally settled (to the exclusion of the courts) by private and confidential binding arbitration before a single arbitrator held in Kitchener, Ontario in English and governed by Ontario law pursuant to the Arbitration Act 1991, (Ontario), as amended, replaced or re-enacted from time to time. The arbitrator shall be a person who is legally trained and who has experience in the information technology field in Canada and is independent of either party. Any such Claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim, controversy or dispute of any other party. Except where prohibited by applicable law, You agree to waive any right You may have to commence or participate in any class action against us related to any Claim and, where applicable, You also agree to opt out of any class proceedings against us. Notwithstanding the foregoing, we reserve the right to pursue the protection of intellectual property rights and confidential information through injunctive or other equitable relief through the courts.
If LoyaltyMatch does take any legal action against You as a result of Your violation of these Terms of Use, LoyaltyMatch will be entitled to recover from You, and You agree to pay, all reasonable legal fees and costs of such action, in addition to any other relief granted to LoyaltyMatch.
Submission Of Ideas Or Suggestions
LoyaltyMatch is always improving the LoyaltyMatch site and services and developing new features. If You have ideas or suggestions regarding improvements or additions, LoyaltyMatch would like to hear them - but any submission will be subject to these TERMS OF USE. UNDER NO CIRCUMSTANCES WILL ANY DISCLOSURE OF ANY IDEA OR SUGGESTION OR RELATED MATERIAL TO LOYALTYMATCH AND/OR ITS AFFILIATES OR LICENSORS BE SUBJECT TO ANY OBLIGATION OF CONFIDENTIALITY OR EXPECTATION OF COMPENSATION. BY SUBMITTING THE IDEA OR SUGGESTION OR ANY RELATED MATERIAL TO LOYALTYMATCH AND/OR ITS AFFILIATES OR LICENSORS, YOU ARE WAIVING ANY AND ALL RIGHTS THAT YOU MAY HAVE IN THE IDEA OR SUGGESTION OR ANY RELATED MATERIAL AND ARE REPRESENTING AND WARRANTING TO LOYALTYMATCH AND/OR ITS AFFILIATES OR LICENSORS THAT THE IDEA OR SUGGESTION OR ANY RELATED MATERIAL ARE WHOLLY ORIGINAL WITH YOU, THAT NO ONE ELSE HAS ANY RIGHTS IN THE IDEA OR SUGGESTION OR ANY RELATED MATERIAL AND THAT LOYALTYMATCH AND/OR ITS AFFILIATES OR LICENSORS IS FREE TO IMPLEMENT THE IDEA OR SUGGESTION AND TO USE THE RELATED MATERIAL IF IT SO DESIRES, AS PROVIDED OR AS MODIFIED BY LOYALTYMATCH AND/OR ITS AFFILIATES OR LICENSORS, WITHOUT OBTAINING PERMISSION OR LICENSE FROM ANY THIRD PARTY.
Notice
LoyaltyMatch may provide You with notices, including those regarding changes to the TERMS OF USE, and Privacy Policy, by email, regular mail, posting new versions of the TERMS OF USE, Privacy Policy or other postings on the applicable LoyaltyMatch SITE.
Except as expressly stated otherwise, all notices to LoyaltyMatch shall be sent to the email addresses provided on the LoyaltyMatch Site (e.g. ). Our mailing address is Suite #5G 295 Hagey Blvd, Waterloo, ON, N2L 6R5. Except as expressly stated otherwise, all notices to You shall be sent to the email address You provided to us during the registration process. Such notice shall be deemed given one business day after the email is sent.
No Relationship
You and LoyaltyMatch are independent contractors, and no agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement
General Provisions
These TERMS OF USE constitutes the entire agreement between You and LoyaltyMatch regarding the use of the Services. The failure of LoyaltyMatch to exercise or enforce any right or provision of the TERMS OF USE shall not operate as a waiver of such right or provision. The section titles in the TERMS OF USE are for convenience only and have no legal or contractual effect. LoyaltyMatch is a service mark of LoyaltyMatch Inc. The TERMS OF USE operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from the TERMS and does not affect the validity and enforceability of any remaining provisions.
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