1. Agreement and Acceptance
1.1 Binding Agreement
These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and [Company Name] ("Company," "we," "us," or "our") governing your use of our rewards platform service ("Platform" or "Service"). By creating an account, accessing the Platform, or using any of our services, you acknowledge that you have read, understood, and agree to be bound by these Terms.1.2 Capacity to Contract
By accepting these Terms, you represent and warrant that: (a) you are at least 18 years of age and have the legal capacity to enter into this agreement; (b) if you are acting on behalf of a business entity, you have the authority to bind that entity to these Terms; (c) your use of the Platform will not violate any applicable laws or regulations; and (d) all information you provide to us is accurate and complete.1.3 Additional Terms
Your use of the Platform is also governed by our Acceptable Use Policy, Privacy Policy, and any additional terms specific to particular features or services ("Additional Terms"). In the event of any conflict between these Terms and Additional Terms, the Additional Terms will prevail with respect to the specific feature or service in question.2. Platform Description and Services
2.1 Service Overview
Our Platform enables you to create, customize, manage, and operate customer loyalty and rewards programs, including but not limited to: - Turnkey reward program templates with pre-configured settings - Customizable points-based reward systems with flexible redemption options - Milestone and achievement-based programs with tiered benefits - Customer enrollment and management tools - Analytics and reporting dashboards - API integrations with third-party systems - Branded customer-facing interfaces2.2 Service Availability
We strive to maintain Platform availability 24/7, but we do not guarantee uninterrupted access. We may temporarily suspend or restrict access for maintenance, updates, security purposes, or due to circumstances beyond our control. We will provide reasonable advance notice of planned maintenance when possible.2.3 Service Modifications
We reserve the right to modify, enhance, or discontinue any aspect of the Platform at any time, with or without notice. We will make reasonable efforts to provide advance notice of material changes that may significantly impact your use of the Platform. Continued use of the Platform after such changes constitutes acceptance of the modifications.3. Account Registration and Management
3.1 Account Creation
To use the Platform, you must create an account by providing accurate, current, and complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other security breach.3.2 Account Information
You agree to: (a) provide and maintain accurate, current, and complete account information; (b) promptly update your account information when it changes; (c) maintain the security of your password and account credentials; (d) accept responsibility for all activities under your account; and (e) notify us immediately of any suspected unauthorized use.3.3 Account Termination
Either party may terminate your account at any time for any reason with appropriate notice. We may immediately suspend or terminate your account without notice if we reasonably believe you have violated these Terms, our Acceptable Use Policy, or applicable laws. Upon termination, your right to use the Platform ceases immediately, though certain provisions of these Terms will survive termination.4. Customer Responsibilities and Obligations
4.1 Program Operation
You are solely responsible for: (a) designing, funding, and operating your reward programs; (b) ensuring adequate financial resources to fulfill all promised rewards; (c) providing customer service to your program participants; (d) resolving disputes related to your programs; (e) complying with all applicable laws and regulations; and (f) maintaining appropriate insurance coverage.4.2 Data and Content
You retain ownership of all data and content you upload to or create through the Platform ("Customer Content"). You grant us a limited, non-exclusive, royalty-free license to use, store, and process Customer Content solely to provide the Platform services. You represent and warrant that you have all necessary rights to Customer Content and that it does not violate any third-party rights or applicable laws.4.3 Compliance Obligations
You agree to: (a) comply with all applicable federal, state, local, and international laws and regulations; (b) obtain all necessary licenses, permits, and approvals for your reward programs; (c) maintain accurate records of program transactions and participant data; (d) implement appropriate data security measures; (e) respect participant privacy rights; and (f) follow our Acceptable Use Policy.4.4 Financial Responsibilities
You acknowledge and agree that: (a) you are responsible for all costs associated with your reward programs, including but not limited to reward fulfillment, shipping, taxes, and processing fees; (b) we are not responsible for funding or fulfilling any rewards; (c) you must maintain adequate reserves to cover outstanding point liabilities; and (d) you are responsible for all applicable tax obligations related to your programs.5. Fees and Payment Terms
5.1 Service Fees
Your use of the Platform is subject to the fees outlined in your selected service plan or as otherwise agreed in writing ("Service Fees"). Service Fees may include monthly or annual subscription fees, transaction fees, usage-based fees, and fees for additional features or services.5.2 Payment Terms
Service Fees are due and payable in accordance with your selected billing cycle. You authorize us to charge your designated payment method for all applicable fees. If payment fails, we may suspend your access to the Platform until payment is received. You are responsible for all taxes, duties, and other governmental charges related to your use of the Platform.5.3 Fee Changes
We may modify Service Fees at any time with 30 days' advance notice. Fee changes will apply to your next billing cycle unless you terminate your account before the effective date. We will provide notice of fee changes through the Platform, email, or other reasonable means.5.4 Refunds
Service Fees are generally non-refundable except as expressly provided in these Terms or as required by applicable law. We may, in our sole discretion, provide pro-rated refunds for unused portions of prepaid Service Fees in cases of Platform unavailability or service failures that we cannot remedy.6. Intellectual Property Rights
6.1 Platform Ownership
The Platform, including all software, technology, designs, trademarks, copyrights, and other intellectual property rights, is owned by us or our licensors. Nothing in these Terms grants you any right, title, or interest in our intellectual property except for the limited right to use the Platform in accordance with these Terms.6.2 Customer Content Rights
You retain all rights to Customer Content. However, you grant us a worldwide, non-exclusive, royalty-free, sublicensable license to use, reproduce, modify, adapt, publish, translate, distribute, and display Customer Content solely to provide the Platform services and as otherwise permitted by these Terms and our Privacy Policy.6.3 Feedback and Suggestions
If you provide us with feedback, suggestions, or ideas about the Platform ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into our products and services without any obligation to compensate you.
6.4 Third-Party Content
The Platform may include or provide access to third-party content, services, or applications. We do not control, endorse, or assume responsibility for any third-party content. Your use of third-party content is subject to the terms and conditions of the applicable third parties.
7. Data Protection and Privacy
7.1 Data Processing
Our collection, use, and protection of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. You agree to comply with all applicable data protection and privacy laws in connection with your use of the Platform and operation of your reward programs.
7.2 Customer Data Responsibilities
As a controller of personal data collected through your reward programs, you are responsible for: (a) obtaining all necessary consents and providing required notices; (b) ensuring lawful processing of personal data; (c) implementing appropriate security measures; (d) responding to data subject requests; and (e) complying with data breach notification requirements.
7.3 Data Security
We implement reasonable technical and organizational measures to protect data processed through the Platform. However, no security system is impenetrable, and we cannot guarantee absolute security. You acknowledge and accept the inherent risks of data transmission and storage.
7.4 Data Retention and Deletion
We will retain Customer Content and personal data in accordance with our Privacy Policy and applicable legal requirements. Upon termination of your account, we will delete or return Customer Content as requested, subject to our legitimate business needs and legal obligations.
8. Warranties and Disclaimers
8.1 Limited Warranty
We warrant that the Platform will perform substantially in accordance with our published specifications under normal use conditions. This warranty is conditioned upon your proper use of the Platform in accordance with these Terms.
8.2 Disclaimer of Warranties
EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
8.3 No Guarantee of Results
We do not warrant or guarantee any specific results from your use of the Platform, including but not limited to increased customer engagement, sales, or business success. Your results will depend on various factors beyond our control, including your business model, market conditions, and implementation of reward programs.
8.4 Third-Party Services
We disclaim all warranties with respect to third-party services, content, or applications accessible through or integrated with the Platform. Your use of such third-party services is at your own risk and subject to their respective terms and conditions.
9. Limitation of Liability
9.1 Limitation of Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR USE OF THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 Cap on Liability
OUR TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE TOTAL AMOUNT OF SERVICE FEES PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.
9.3 Essential Purpose
You acknowledge that the limitations of liability set forth in this Section 9 are an essential element of the basis of the bargain between the parties and that we would not provide the Platform without such limitations.
9.4 Exceptions
The limitations in this Section 9 do not apply to: (a) our gross negligence or willful misconduct; (b) violations of intellectual property rights; (c) breaches of confidentiality obligations; (d) our indemnification obligations; or (e) any liability that cannot be excluded or limited under applicable law.
10. Indemnification
10.1 Customer Indemnification
You agree to indemnify, defend, and hold harmless us, our affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Platform; (b) your reward programs; (c) Customer Content; (d) your violation of these Terms; (e) your violation of applicable laws; or (f) any third-party claims related to your business activities.
10.2 Procedure
We will promptly notify you of any claim subject to indemnification and will provide reasonable cooperation in the defense of such claims. You may not settle any claim without our prior written consent, which will not be unreasonably withheld.
10.3 Our Indemnification
We will indemnify you against any third-party claim that the Platform, when used in accordance with these Terms, infringes a valid U.S. patent, copyright, or trademark, provided you promptly notify us of the claim and grant us control of the defense and settlement.
11. Force Majeure
Neither party will be liable for any failure or delay in performance under these Terms due to circumstances beyond their reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, government actions, internet failures, or other force majeure events. The affected party must promptly notify the other party and use reasonable efforts to mitigate the impact.
12. Governing Law and Dispute Resolution
12.1 Governing Law
These Terms shall be governed by and construed in accordance with the laws of [State/Province], without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
12.2 Dispute Resolution
Any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Platform shall be resolved through binding arbitration administered by [Arbitration Organization] in accordance with its rules. The arbitration shall be conducted in [City, State/Province], and judgment on the arbitral award may be entered in any court having jurisdiction.
12.3 Class Action Waiver
You agree that any dispute resolution proceeding will be conducted only on an individual basis and not in a class, consolidated, or representative action. This waiver applies to all claims and disputes and precludes any form of representative or class action.
12.4 Injunctive Relief
Notwithstanding the arbitration requirement, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm or protect intellectual property rights.
13. General Provisions
13.1 Entire Agreement
These Terms, together with our Acceptable Use Policy, Privacy Policy, and any Additional Terms, constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements, representations, and understandings relating to the subject matter hereof.
13.2 Amendment
We may modify these Terms at any time by posting revised Terms on the Platform or by providing notice through other reasonable means. Material changes will be effective 30 days after notice, and your continued use of the Platform constitutes acceptance of the modified Terms.
13.3 Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced by a valid provision that most closely approximates the intent of the original provision.
13.4 Waiver
No waiver of any provision of these Terms shall be deemed or shall constitute a waiver of any other provision. Any waiver must be in writing and signed by the party against whom enforcement is sought.
13.5 Assignment
You may not assign or transfer these Terms or any rights hereunder without our prior written consent. We may assign these Terms without restriction. Any attempted assignment in violation of this provision shall be void.
13.6 Survival
The following provisions shall survive termination of these Terms: Sections 4.2 (Data and Content), 6 (Intellectual Property Rights), 8.2 (Disclaimer of Warranties), 9 (Limitation of Liability), 10 (Indemnification), 12 (Governing Law and Dispute Resolution), and 13 (General Provisions).
13.7 Independent Contractors
The parties are independent contractors. These Terms do not create any partnership, joint venture, employment, or agency relationship between the parties.
13.8 Notices
All notices required under these Terms shall be in writing and delivered to the addresses specified in your account information or our current contact information. Notices may be delivered by email, certified mail, or other reliable means.
14. Contact Information
**Company Name:** [Company Name] **Address:** [Company Address] **Email:** legal@[yourplatform].com **Phone:** [Legal Department Phone] **Website:** [Company Website]For questions about these Terms or to request clarification, please contact your account manager or file a support request.
These Terms are effective as of the date first set forth above and remain in effect until terminated in accordance with their provisions.
By using our Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.