LoyaltyExpress User Agreement
THIS IS A LEGAL AGREEMENT (“AGREEMENT”) BETWEEN YOU AND EDGEWATER PARTNERS, LLC D/B/A LoyaltyExpress (“LoyaltyExpress”), WHICH GOVERNS YOUR USE OF THE LoyaltyExpress SERVICE (THE “SERVICE”). THIS AGREEMENT—TOGETHER WITH ALL UPDATES, ADDITIONAL TERMS, SCHEDULES, AND/OR LICENSES, AND ALL OF THE RULES AND POLICIES OF LoyaltyExpress—COLLECTIVELY CONSTITUTE THE “AGREEMENT” OR “TERMS OF SERVICE” BETWEEN YOU AND LoyaltyExpress.
BY UTILIZING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO (OR CANNOT COMPLY WITH) THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT UTILIZE THE SERVICE OR OTHER MATERIAL AVAILABLE THROUGH THE SERVICE (“CONTENT”).
IN CONSIDERATION OF YOUR RIGHT TO USE THE SERVICE, AND FOR OTHER GOOD AND VALUABLE CONSIDERATIONS, THE RECEIPT AND SUFFICIENCY OF WHICH YOU ACKNOWLEDGE, BY CLICKING THE “I AGREE” CHECKBOX, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CLICK THE “I AGREE” CHECKBOX AND DO NOT USE THE SERVICE. YOU MUST ACCEPT AND ABIDE BY THESE TERMS AS PRESENTED TO YOU; CHANGES, ADDITIONS OR DELETIONS ARE NOT ACCEPTABLE, AND LoyaltyExpress MAY REFUSE ACCESS TO THE SERVICE FOR NONCOMPLIANCE WITH ANY PART OF THIS AGREEMENT.
1. Definition of the Service. LoyaltyExpress is the provider of the Service that permits you to enrich customer, partner, prospect, and peer relationships with personalized communications and gifts through the use of LoyaltyExpress’ LoyaltyPrint and pre-and post-sale communication programs, which can be scheduled and/or audited by you via the LoyaltyPrint subscription-only website (the “Website”) under certain terms and conditions as set forth in this Agreement.
2. Term. The term of this Agreement will commence on the date that you click on the “I Agree” checkbox, and shall continue for twelve months thereafter (the “Initial Term”). The Term shall automatically renew following each twelve month period, for a new twelve month term, unless the Agreement is terminated as per the terms and conditions set forth in this Agreement. The Initial Term and all renewal terms are considered the Term of this Agreement.
4. Your Information. You agree to provide accurate, current, and complete information as such is required to register with the Service and at other points as may be required in the course of using the Service ("Registration Data"). You further agree to maintain and update your Registration Data as required to keep it accurate, current, and complete. LoyaltyExpress may terminate your rights to any or all of the Service if any information you provide is false, inaccurate or incomplete, and report you to authorities, as applicable. You agree that LoyaltyExpress may store and use the Registration Data you provide. You agree to verify all information with LoyaltyExpress as LoyaltyExpress may request. LoyaltyExpress may suspend your Account (as defined below) at its discretion until such information is verified to LoyaltyExpress’ satisfaction. In addition, LoyaltyExpress may suspend your Account in its sole discretion for up to 5 days before providing you with a reason for such suspension, and may cancel your Account if you do not settle any outstanding debt, comply with LoyaltyExpress’ requests with respect to your Account or confirm your identity to LoyaltyExpress’ satisfaction.
5. User Account and Security.
a. Account and Password. As a registered user of the Service, you may receive or establish an account (“Account”) on the Website. You are solely responsible for maintaining the confidentiality and security of your Account. You should not reveal your Account information to anyone else or use anyone else’s Account. You are entirely responsible for all activities that occur on or through your Account, and you agree to immediately notify LoyaltyExpress of any unauthorized use of your Account or any other breach of security. LoyaltyExpress shall not be responsible for any losses arising out of the unauthorized use of your Account.
b. Security. You will not access the Website by any means other than through methods provided by LoyaltyExpress for accessing the Website. You shall not access or attempt to access an Account that you are not authorized to access. Violations of system or network security may result in civil or criminal liability.
c. Protection. You understand that the Website includes security protections that permit digital information to be protected and use to occur only as permitted by usage rules set by LoyaltyExpress. You agree that you will not reverse engineer, decompile, disassemble or otherwise tamper with any of the security protections.
6. Technical Requirements.
In order to access and retain your electronic records, you may be required to have certain hardware and software compatible with the Services, which are your sole responsibility.
7. Intellectual Property.
a. Acknowledgement of Ownership. You agree that the Website contains and the Service includes proprietary information and material including but not limited to copyrighted material, trademarks, service marks, and other proprietary information, which may include, without limitation, text, software, photographs, video, graphics, images, and sounds that are owned by LoyaltyExpress and/or its licensors (collectively “Proprietary Information”), and are protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such Proprietary Information or materials in any way whatsoever except for use of the Service in compliance with the terms of this Agreement. As between you and LoyaltyExpress, and except for any materials provided to LoyaltyExpress by you (e.g., personal information of customers and users of the Service), LoyaltyExpress shall have all right, title, and interest in and to any works-of-authorship created or contracted by LoyaltyExpress in the course of providing the Service hereunder. Materials and/or data provided by you to LoyaltyExpress will be returned to you upon termination of this Agreement upon your request and will not be used by LoyaltyExpress subsequent to the termination of this Agreement; however, LoyaltyExpress may retain archival copies of any materials or data provided by you. Any content ordered by you as part of the Service which is created, compiled, arranged, modified, displayed or published by LoyaltyExpress, including, without limitation, cards, marketing programs, brochures, letters, envelope designs, posters, notes, and the images and design thereon, is the property of LoyaltyExpress. No portion of the Website may be reproduced in any form or by any means. You agree not to produce, modify, rent, lease, loan, sell, distribute or create derivative works based on the Website or any other content, materials or information provided pursuant to the Service, in any manner, and you shall not exploit the Website in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity.
b. Removal of LoyaltyExpress Content or Other Materials. Notwithstanding any other provision of this Agreement, LoyaltyExpress and its licensors reserve the right to change, suspend, remove or disable access to any content, particular functions or other materials comprising a part of the Service or the Website at any time without notice. In no event will LoyaltyExpress be liable for the removal of or disabling of access to any such content, functions or materials under this Agreement. LoyaltyExpress may also set limits on the use of or access to certain features, functions or portions of the Service, in any case and without notice or liability.
c. Trademarks. LoyaltyExpress trademarks, service marks, graphics, and logos, and the goodwill associated therewith, used in connection with the Service and/or on the Website, are owned by Edgewater Partners, LLC d/b/a LoyaltyExpress in the United States and/or other countries (the “LoyaltyExpress Marks”). Other trademarks, service marks, graphics, and logos used in connection with the Service and/or Website may be the trademarks of their respective owners. You have no right or license with respect to any of the aforesaid LoyaltyExpress Marks or trademarks.
a. Fulfillment. LoyaltyExpress shall fulfill orders and process credit cards related to your purchase(s). After order is approved and complete, LoyaltyExpress will fulfill the order within 10 business days. LoyaltyExpress shall provide all billing, customer service, and transaction fulfillment in connection with the products and services offered through the Service on the Website. LoyaltyExpress shall either provide such processing and billing services itself or enter into agreements with relevant third party vendors to provide such services.
b. Hosting & Maintenance of Website. Subject to the terms and conditions of this Agreement, LoyaltyExpress shall use commercially reasonable efforts to: host and maintain the Website, to cause its server computers and related equipment to be operational, and to cause the Website to be accessible from the Internet, twenty-four (24) hours per day, seven (7) days per week, every day during the calendar year, except as otherwise provided herein, and except for scheduled maintenance periods. Inquiries, technical support, and/or notifications regarding the Website can be made to LoyaltyExpress by e-mailing email@example.com or calling 877.577.4689 Monday through Friday (excluding national holidays & weather emergencies) from 8:30 a.m. - 5:30 p.m. EST.
c. In the event that LoyaltyExpress fails to maintain or experiences interruption in access to the Website, LoyaltyExpress shall restore the Website as quickly as reasonably possible under the circumstances.
d. Compensation and Accounting.
(i) Fees. In exchange for the Service provided by LoyaltyExpress set forth herein, you shall pay LoyaltyExpress the fees set forth on the Fee Schedule provided on the Website, which may be changed any time upon 30 days notice to you. LoyaltyExpress further reserves the right to increase its fees in accordance with the prices reported by the Consumer Price Index (“CPI”) established by the U.S. Department of Labor.
(ii) Accounting. All purchases will be paid for by subscriber with credit card. No fulfillment, printing or mailing will commence without successful credit card authorization.
e. Confidentiality. All terms of this Agreement, including but not limited to fees paid hereunder by you, shall be considered the confidential and proprietary information of LoyaltyExpress, and you shall not use or disclose such information to any third party without LoyaltyExpress’ prior written consent.
f. Promotional Materials. LoyaltyExpress may use your name and trade/service marks on any LoyaltyExpress website, for purposes of advertising and trade for such websites, and for institutional advertising and promotion. Any use of the LoyaltyExpress Marks, including without limitation, use of the LoyaltyExpress Marks in press releases and promotional materials, are prohibited without LoyaltyExpress’ prior written consent. All benefits and rights from the use of the LoyaltyExpress Marks by you shall inure to LoyaltyExpress. You may not use any screen shots or other portrayals of any kind of the Website in any manner without LoyaltyExpress’ prior written consent, which LoyaltyExpress may refuse, in its sole discretion.
a. Termination by LoyaltyExpress. If you fail, or LoyaltyExpress believes that you have failed, to comply with any of the provisions of this Agreement, including but not limited to failure to make payment of fees due, failure to provide LoyaltyExpress with a valid credit card or with accurate and complete Registration Data, failure to safeguard your Account information or violation of the terms and conditions herein, LoyaltyExpress, in its sole discretion, without notice to you may: (i) terminate this Agreement and/or terminate or suspend your Account, and you will remain liable for all amounts due under your Account for the remainder of the then current twelve month term [or thirty day Payment Cycle] and/or (ii) preclude access to the Service and/or Website (or any part thereof).
b. Termination of the Service. LoyaltyExpress may terminate this Agreement for any reason (or no reason) upon five (5) business days notice to you. If termination is a result of LoyaltyExpress’ belief, in its sole discretion, that you have failed to comply with the terms of this Agreement, the terms of paragraph 9(a) apply.
c. Termination by You. Except as otherwise provided herein, you may terminate this Agreement for any reason (or no reason) at any time upon written notice to LoyaltyExpress.
d. Survival of Certain Provisions. Paragraphs 11, 12(g)(i), 12(g)(iii), 13(d), 14, 15, 16, 17, 18, 20, 21, and 22 and any obligations to pay amounts due and owing prior to termination shall survive termination or expiration of this Agreement for any reason.
10. General Compliance with Laws. The Service and Website is controlled and operated by LoyaltyExpress from its offices in the United States. You agree to comply with all local, state, federal, and national laws, statutes, ordinances, and regulations that apply to your use of the Service, from whatever country you may be accessing the Service.
11. Enforcement of These Terms. LoyaltyExpress reserves the right to take steps that LoyaltyExpress believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to LoyaltyExpress’ right to cooperate with any legal process relating to your use of the Service and/or Website, and/or a third party claim that your use of the Service and/or Products is unlawful). You agree that LoyaltyExpress has the right, without liability to you, to disclose any Registration Data and/or Account information to law enforcement authorities, government officials, and/or a third party, as LoyaltyExpress believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to LoyaltyExpress’ right to cooperate with any legal process relating to your use of the Service and/or Website, and/or a third party claim that your use of the Service and/or Website is unlawful).
12. No Responsibility for Third-Party Materials or Websites. Certain content and services available via the Service may include materials from third parties. In addition, LoyaltyExpress may provide links to certain third party websites. You acknowledge and agree that LoyaltyExpress is not responsible for examining or evaluating the content or accuracy of any such third-party material or websites. LoyaltyExpress does not warrant or endorse and does not assume and will not have any liability or responsibility for any third-party materials or websites or for any other materials, products or services of third parties. Links to other websites are provided solely as a convenience to you.
13. Disclaimer of Warranties; Liability Limitations.
a. Disclaimers. LoyaltyExpress DOES NOT GUARANTEE, REPRESENT OR WARRANT THAT YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT FROM TIME TO TIME LoyaltyExpress MAY REMOVE THE SERVICE FOR INDEFINITE PERIODS OF TIME OR CANCEL THE SERVICE AT ANY TIME, WITHOUT NOTICE TO YOU. YOU EXPRESSLY AGREE THAT YOUR USE OF OR INABILITY TO USETHE SERVICE IS AT YOUR SOLE RISK. THE SERVICE AND ALL PRODUCTS AND SERVICES DELIVERED TO YOU THROUGH THE SERVICE or website ARE (EXCEPT AS EXPRESSLY STATED BY LoyaltyExpress) PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU.
b. Limitation of Liability. IN NO CASE SHALL LOYALTYEXPRESS, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SUCCESSORS, AGENTS, ASSIGNS, LICENSEES OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF THE WEBSITE OR SERVICE OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE WEBSITE OR SERVICE, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT, FUNCTION, MATERIAL OR PRODUCT POSTED, TRANSMITTED OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE OR SERVICE, EVEN IF ADVISED OF THEIR POSSIBILITY. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, LOYALTYEXPRESS’ LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
c. Protection of Information. LOYALTYEXPRESS SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE SERVICE, BUT YOU ACKNOWLEDGE AND AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND LOYALTYEXPRESS HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.
d. No Protection. LOYALTYEXPRESS DOES NOT REPRESENT OR GUARANTEE THAT THE WEBSITE WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING OR OTHER SECURITY INTRUSION, AND LOYALTYEXPRESS DISCLAIMS ANY LIABILITY RELATING THERETO.
14. Waiver and Indemnity. BY USING THE SERVICE, YOU AGREE TO INDEMNIFY AND HOLD LoyaltyExpress, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SUCCESSORS, AGENTS, ASSIGNS, LICENSEES, AND LICENSORS HARMLESS WITH RESPECT TO ANY CLAIMS ARISING OUT OF YOUR BREACH OR ALLEGED BREACH OF THIS AGREEMENT, YOUR USE OF THE WEBSITE OR SERVICE OR ANY ACTION TAKEN BY LoyaltyExpress AS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF THIS AGREEMENT OR AS A RESULT OF ITS FINDING OR DECISION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS MEANS THAT YOU CANNOT SUE OR RECOVER ANY DAMAGES FROM LoyaltyExpress, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SUCCESSORS, AGENTS, ASSIGNS, LICENSEES, AND LICENSORS AS A RESULT OF ITS DECISION TO REMOVE OR REFUSE TO PROCESS ANY INFORMATION, FUNCTION, MATERIAL OR CONTENT, TO WARN YOU, TO SUSPEND OR TERMINATE YOUR ACCESS TO THE WEBSITE OR SERVICE OR TO TAKE ANY OTHER ACTION DURING THE INVESTIGATION OF A SUSPECTED VIOLATION OR AS A RESULT OF LoyaltyExpress’S CONCLUSION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS WAIVER AND INDEMNITY PROVISION APPLIES TO ALL VIOLATIONS DESCRIBED IN OR CONTEMPLATED BY THIS AGREEMENT.
15. Changes. LoyaltyExpress reserves the right, at any time and from time to time, to update, revise, supplement, and otherwise modify this Agreement and to implement new or additional rules, policies, terms or conditions on your use of the Website or Service. Such updates, revisions, supplements, modifications, and additional rules, policies, terms, and conditions (collectively "Additional Terms”) will be effective immediately and incorporated into this Agreement. Your continued use of the Service following the implementation of such Additional Terms will be deemed to constitute your acceptance of any and all such Additional Terms. All Additional Terms are hereby incorporated into this Agreement by this reference.
16. Notices. LoyaltyExpress may send you notice with respect to the Service by sending an e-mail message to the e-mail address listed in your Account contact information, by sending a letter via postal mail to the contact address listed in your Account contact information or by a posting on the Website. Notices shall become effective immediately.
17. Governing Law. The laws of the Commonwealth of Massachusetts, excluding its conflicts of law rules, govern this Agreement and your use of the Service. Your use of the Service may also be subject to other local, state, national or international laws. You expressly agree that exclusive jurisdiction for any claim or dispute with Massachusetts or relating in any way to your use of the Service resides in the courts of the Commonwealth of Massachusetts, and you submit to the personal jurisdiction of such courts and waive any objections to venue of such courts.
18. Miscellaneous. This Agreement constitutes the entire agreement between you and LoyaltyExpress and governs your use of the Service and Website, superseding any prior agreements between you and LoyaltyExpress. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content or third-party software. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. LoyaltyExpress’s failure to enforce any right or provisions in this Agreement will not constitute a waiver of such provision or any other provision of this Agreement. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the other provisions will remain in full force and effect. LoyaltyExpress will not be responsible for failures to fulfill any obligations due to causes beyond its control.
BY CLICKING THE “I AGREE” CHECKBOX OR PURCHASING PRODUCTS AND/OR SERVICES FROM THE SERVICE OR WEBSITE, YOU ARE ACKNOWLEDGING THAT YOU HAVE READ THIS AGREEMENT CAREFULLY, THAT YOU HAD THE OPPORTUNITY TO HAVE THIS AGREEMENT REVIEWED BY LEGAL COUNSEL, AND THAT YOU ARE AT LEAST 18 YEARS OLD, AND YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND APPROVE OF AND HAVE THE LEGAL AUTHORITY TO EXECUTE THIS AGREEMENT.