The following terms and conditions govern your use of the Points.com for Magento with Sweet Tooth service (the "Service") provided by Points.com Inc. ("Points.com"). By using the Service, you agree to be bound by these terms and conditions.
POINTS.COM RESERVES THE RIGHT, AT ANY TIME, TO MODIFY, ALTER, OR UPDATE THESE TERMS AND CONDITIONS. WE WILL NOTIFY YOU OF SUCH CHANGES BY E-MAIL AT THE ADDRESS YOU HAVE REGISTERED WITH. YOUR CONTINUED USAGE OF THE SERVICE FOLLOWING SUCH NOTIFICATION SHALL CONSTITUTE YOUR ACCEPTANCE OF THE CHANGES. IF YOU DO NOT AGREE TO ANY SUCH CHANGES YOU MUST IMMEDIATELY CEASE USING THE SERVICE.
The Service allows you to purchase generic loyalty currency ("Loyalty Points" or "LPs") which are redeemable on a one-to-one basis into the loyalty currency of certain participating loyalty programs (the "Participating Programs").
Loyalty Points will be issued to you in specified amounts in the form of unique codes ("Codes") that can be redeemed by your customers online for the loyalty currency of a Participating Program of their choice.
LPs and Codes may only be issued by you free of cost for promotional purposes as an incentive for your customers to purchase your goods and services. Under no circumstances are you permitted to sell, transfer or otherwise dispose of or distribute any LPs or Codes.
You acknowledge that Points.com may terminate your participation in the Service at any time and for any reason upon notice to you.
All LPs must be paid for in advance in accordance with Points.com's then current payment terms and methods. Points.com has no obligation whatsoever to sell LPs to you as a result of your participation in the Service or otherwise. Points.com may perform credit or reference checks at its discretion. All sales of LPs are non-refundable.
Once you have paid for and established a balance of LPs in your account, you may issue Codes through the Service. Once a Code is issued your balance of LPs will be debited accordingly. If your balance is reduced to zero, no further Codes will be issued until Points.com receives further payment in order to credit your account.
You are required to configure your refund policy (30, 45 or 60 days) within the Service. When your customer redeems a Code, Points.com will delay posting the loyalty currency they have chosen to their Participating Program account until after the end of your refund period. If a customer returns the goods for which they received the Code within your configured refund period, you may notify Points.com through the Service and Points.com will cancel the Code and credit your LP account.
All pre-purchased LPs which have not been issued as Codes will automatically expire on the first anniversary of the date of purchase and no refund shall be issued by Points.com in connection with such expired LPs
All issued Codes will expire on the 12 month anniversary of the day they are issued, whether or not used, and no refund shall be issued by Points.com to anyone in respect of any expired Codes.
In the event that this Agreement is terminated by Points.com for cause, all pre-purchased but unissued or redeemed LPs and all issued and unredeemed Codes will be terminated and no refund shall be issued by Points.com in respect thereof.
Points.com reserves the right, in its sole and absolute discretion and without notice, to add or remove Participating Programs from the Service. You acknowledge and agree that each Participating Program has the right, in its sole and absolute discretion, to elect at any time to not permit the redemption of Codes sold to you and given to your customers into its loyalty program. Points.com shall have no liability to you whatsoever in connection with any such decision by a Participating Program and shall have no obligation to refund any amounts paid by you in connection with such Codes.
You acknowledge and agree that: (a) the use of all loyalty currency obtained on redemption of any Codes is subject to the terms, conditions, exclusions and limitations established by the applicable Participating Program; (b) each Participating Program (i) is solely and exclusively responsible for fulfilling any use of the loyalty currency awarded on redemption of a Code into that program, (ii) has the sole and exclusive authority to operate, modify or terminate its loyalty currency program and any related activities as it sees fit, and (iii) may take actions or make decisions with respect to the foregoing, or otherwise, without notice to you or Points.com; and (c) Points.com shall have no liability to you for, and has no obligation to notify you of, any action or decision taken by any Participating Program in connection with its loyalty program or any related activities or in connection with fulfilling the use of its loyalty currency.
You acknowledge and agree that if any LPs or Codes purchased by you are resold, transferred to any third party, or used for improper purposes as defined by Points.com or a Participating Program, in their sole and absolute discretion, Points.com or such Participating Program may, at its option, cancel, void, refuse to honour and/or confiscate any Codes or loyalty currency issued upon redemption of Codes and pursue all other rights and remedies available under applicable law. You acknowledge that distribution or use of LPs or Codes for improper purposes will give rise to irreparable harm to Points.com and the applicable Participating Program that is inadequately compensable in damages and accordingly you agree that Points.com and/or the applicable Participating Program shall be entitled to obtain injunctive relief to prevent such unauthorized or improper distribution or use. Notwithstanding any other term of this Agreement, if Points.com discovers or is advised that you have resold, transferred to any third party, or used for improper purposes any LPs or Codes, such actions shall be deemed to constitute a material breach and entitle Points.com to immediately terminate your use of the Service.
You acknowledge that Points.com will be collecting certain transactional information regarding your customer purchases, including personal information such as your customer email addresses, in order for Points.com to fulfill the issuance and redemption of Codes. You represent and warrant that you have obtained any consents necessary to share this information with Points.com.
Points.com grants you a personal, non-exclusive, non-transferable right to use the trademarks, logos and business names of the Participating Programs and Points.com (the "Marks") in the form of the pre-composed graphics and materials provided to you solely for advertising your use of the Service and the benefit offered to your customers. Your use of the Marks shall at all times be subject to the guidelines and rules of Points.com as the may be prescribed by Points.com. All Marks are the exclusive property of their respective owners.
You must purchase Loyalty Points through the Service before marketing your participation in the Service or otherwise using any marketing collateral provided by Points.com. All creative prepared by you for purposes of marketing your participation in the Service must be pre-approved by Points.com before use.
If Points.com discovers or is advised that you are engaged in the unauthorized use of a Mark, such unauthorized use shall be deemed to constitute a material breach and entitle Points.com to immediately terminate your use of the Service.
You shall indemnify, defend and hold Points.com (including its directors, officers, employees, contractors, agents, affiliates, successors and assigns) harmless from and against any and all losses, obligations, claims, damages, demands, liabilities, suits, actions, costs, fees and expenses whatsoever (including reasonable legal fees and disbursements on a full indemnity basis and accountant's fees and disbursements) ("Losses") incurred, suffered or borne by or asserted against Points.com in any way relating to, arising out of or resulting from (i) your use of the Service, (ii) any redemption of LPs or Codes, (iii) use of any loyalty currency of a Participating Program obtained on redemption of any LPs or Codes, or (iv) any claims brought against Points.com by any of your consumers arising out of the Service.
NOTWITHSTANDING ANY OTHER PROVISION HEREOF, POINTS.COM'S ENTIRE AGGREGATE LIABILITY, REGARDLESS OF THE FORM OF CAUSE OF ACTION, DEMAND OR CLAIM, WHETHER BASED ON CONTRACT OR TORT, INCLUDING NEGLIGENCE, SHALL IN NO EVENT EXCEED THE AMOUNTS PAID BY YOU TO POINTS.COM IN CONNECTION WITH THE SERVICE IN THE 6 MONTHS PRECEEDING THE MOST RECENT CLAIM.
NOTWITHSTANDING ANY OTHER PROVISION HEREOF, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER PERSON FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES SUFFERED IN CONNECTION WITH THIS AGREEMENT HOWSOEVER CAUSED AND REGARDLESS OF THE FORM OR CAUSE OF ACTION, DEMAND OR CLAIM AND EVEN IF SUCH DAMAGES ARE FORESEEABLE OR THE OTHER PARTY OR PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST BUSINESS REVENUE, LOSS OF PROFITS, FAILURE TO REALIZE EXPECTED PROFITS OR SAVINGS OR OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND OR ANY CLAIM AGAINST A PARTY BY ANY OTHER PERSON.
EXCEPT AS EXPRESSLY SET OUT HEREIN, THERE ARE NO REPRESENTATIONS, WARRANTIES OR COVENANTS OF POINTS.COM, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, OR RELATING TO RESULTS TO BE DERIVED HEREFROM AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DENIED AND DISCLAIMED.
This Section and the limitations on liability contained herein shall survive any termination of your use of the Service.
This Agreement constitutes the entire agreement with respect to the subject matter hereof and supersedes any and all other prior agreements with respect to the subject matter hereof. Except as otherwise expressly contemplated by this Agreement, this Agreement may not be changed or modified except by a written instrument signed by you and Points.com.
If any provision of this Agreement is held invalid, illegal or unenforceable by any court of competent jurisdiction, such provision shall be deemed severed or limited so as to give effect to the intention of the parties, and the provisions shall not in any way be affected or impaired thereby in any other jurisdiction and the validity, legality and enforceability of the remaining provisions contained herein shall not be in any way affected or impaired thereby.
Any waiver of any right, obligation or default shall not be implied, but must be in writing, signed by the party against whom the waiver is sought to be enforced. Any particular waiver of any right, obligation or default shall not be construed as a waiver of any subsequent right, obligation or default. The remedies of either party provided herein shall be cumulative and not exclusive.
You may not assign or transfer this Agreement or its rights or duties hereunder, in whole or in part, to any other person without the prior written consent of Points.com.
Nothing in this Agreement shall be construed to create a joint venture, partnership, franchise or agency relationship between the parties hereto (irrespective of the language used in this Agreement). Neither party shall represent itself as having, nor does either party have, the right, power or authority or otherwise to create any obligation or duty, express or implied, on behalf of the other party in any manner whatsoever.
Nothing in this Agreement is intended to or shall be construed to give any third party, including any of your end consumers, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.