Terms of Use Agreement

Last Updated: March 27, 2017

Section 230(d) Notice: This Site may contain or link to sexually explicit material unsuitable for minors. Under 47 U.S.C. § 230(d), you are notified that parental control protections (including computer hardware, software, or filtering services) are commercially available that may help in limiting access to material that is harmful to minors. You may find information about providers of these protections on the Internet by searching "parental control protection" or similar terms. If minors have access to your computer, please restrain their access to sexually explicit material by using any of the following products, which the Company provides for informational purposes only and does not endorse: CYBERsitter™ | Net Nanny® | CyberPatrol | ASACP.

  1. Acceptance of Agreement

    This is an agreement between Ex Situ Marketing, Inc., a Canadian corporation (the "Company"), the owner and operator of the website located at www.rewards.xxx (the "Site"), and you, a user of the Site. By using the Site, you agree to this agreement. If you choose to not agree with this agreement, you must not use the Site.

    By using this Site, you state that you are (1) at least 18-years old, (2) have reached the age of majority where you live, and (3) have the legal capacity to agree to this agreement and to perform the acts required of you by this agreement. If you do not meet these requirements, you must not access or use the Site.

  2. Changes to Agreement
    • 2.1
      Right to Change Agreement

      The Company may, in its sole discretion, change this agreement ("Updated Agreement") on one or more occasions.

    • 2.2
      Notice of Updated Agreement

      Unless the Company makes a change for legal or administrative reasons, the Company will provide reasonable advance notice before the Updated Agreement becomes effective. You acknowledge that the Company may notify you of the Updated Agreement by posting it on the Site.

    • 2.3
      Acceptance of Updated Agreement

      Your use of the Site after the effective date of the Updated Agreement constitutes your agreement to the Updated Agreement. You should review this agreement and any Updated Agreement before using the Site.

    • 2.4
      Effective Date of Updated Agreement

      The Updated Agreement will be effective as of the time of posting, or any later date as may be stated in the Updated Agreement, and will apply to your use of the Site from that point forward.

  3. About Rewards Loyalty Program

    The Site provides general information about the Rewards.xxx loyalty program offered by the Company (the "Program"). Enrollment, membership, and all related benefits of the Program, including the use of the Program, are offered by the Company, at its discretion. Your participation in this Project is subject to this agreement, including any changes made to this agreement in the future. The Program is subject to cancellation or modification at any time without notice.

  4. Eligibility
    • 4.1
      All eligible users are invited to join and participate in the Program.
    • 4.2
      Eligible users must have a valid email address.
    • 4.3
      Eligible users must also have reached the age or majority in their jurisdiction of residence (but no younger than 18-years old) as of the date of enrollment.
    • 4.4
      The Program is provided to individuals only. Businesses, corporations, joint ventures, partnerships, groups, associations, and other non-personal entities are not eligible to participate in the Program.
    • 4.5
      All memberships are nontransferable.
  5. Enrollment
    • 5.1
      To become a member of the Program, eligible users must enroll, complete all required information, and successfully accept this agreement (each, a "Member").
    • 5.2
      Users must enroll in the Program through the Site (https://www.rewards.xxx).
    • 5.3
      The following user information is required to enroll in the Program: email address.
    • 5.4
      All information submitted must be accurate. It is the Member's responsibility to ensure that the information provided remains current, and to promptly notify the Program (by updating the Member's profile), of any changes.
    • 5.5
      The Member is responsible for restricting access to and maintaining the confidentiality of the Member's account and password, and will accept responsibility for the activities of anyone using the Member's password. The Member will promptly notify the Company of any unauthorized use of the Member's account or any other breach of security.
    • 5.6
      The Company will not be liable for any loss that the Member may incur because of someone else using the Member's password or account, either with or without the Member's knowledge. The Member could be held liable for losses incurred by the Company or another person due to someone else using the Member's account or password.
    • 5.7
      All information, whether a result of enrolling or otherwise by participating in the Program, is subject to the most current Privacy Policy, which may be updated on one or more occasions.
    • 5.8
      Enrollment will be finalized on successfully completing the above and accept this agreement.
    • 5.9
      An individual should only have one account. Two or more Members cannot combine or merge accounts for any reason; an individual member that has multiple accounts can request that their accounts be merged.
    • 5.10
      The Company may at any time limit the Program enrollment or establish different rules for Program participation.
    • 5.11
      The Company may void a Member's account at any time, for any reason, without notice.
      • (a)
        If a Member is suspected of fraud or theft or has otherwise acted illegally, or is in violation of this agreement, the Company may void membership.
      • (b)
        If a membership is voided, all points and benefits earned or obtained through the Program are also voided without remedy unless otherwise agreed in the sole discretion of the Company.
      • (c)
        These rights are in addition to any other legal or equitable remedy that may be available to the Company under applicable law.
  6. Earning
    • 6.1
      Enrolled users (Members) will earn 50 points for every $1 USD spent on eligible purchases on a partner's site using the link provided on the Site. Eligible purchases do not include taxes, surcharges, rewards, gratuity, and certain promotional offers. Other exclusions may apply.
    • 6.2
      Enrolled users (Members) may also have opportunities to earn points by participating in Program promotions. The terms for the points earned from Program promotions will vary and will be outlined in the promotion details.
    • 6.3
      There is no limit on the number of eligible points that a Member can earn.
    • 6.4
      Points are nontransferable.
    • 6.5
      Points do not have any cash value and cannot be redeemed for cash.
    • 6.6
      Points expire if a Member does not login to the Member's account within a 12-month period.
  7. 6.7
    The Company may invalidate purchases credited to a Member's account and associated points if it is determined that (a) points were incorrectly posted to a Member's account or (b) points were obtained fraudulently.
  8. Rewards and Benefits
    • 7.1
      Members can view the rewards options and the points required to redeem for the reward by visiting the Site and clicking on "Redeem Points."
    • 7.2
      When a Member accumulates enough points for a reward, the Member has the option to use those points to obtain a reward. The amount of points required for rewards will very. The use of points to obtain a reward is at the sole discretion of the Member.
    • 7.3
      If the Member chooses to use accumulated points to get a reward, the Member will select the reward item, via the Program Site (https://www.rewards.xxx) and follow the prompts to submit the reward request. The points for the reward will promptly be deducted from the accumulated point balance
    • 7.4
      The Program reward requirements are subject to additions, modifications, inclusion/exclusion changes, and eliminations.
    • 7.5
      Expired rewards will not be replaced and will not be re-credited to a Member's account.
    • 7.6
      Rewards may not be used toward payment of tax or gratuity.
    • 7.7
      Rewards have no cash value, are not for resale, and are not redeemable for cash.
    • 7.8
      There is no limit on the number of rewards that a Member can get with accumulated points.
    • 7.9
      The Company may substitute a reward of equal or greater value for any reason.
    • 7.10
      The Company may delay the processing of any reward, without notice to you, to assure compliance with this agreement.
    • 7.11
      Void where prohibited.
  9. Program Communications

    By enrolling into this Program, the Member is opting in to receive Program communications sent by email. Members may choose to opt out of receiving electronic communications containing marketing messages by unsubscribing from email advertising communications. If a Member unsubscribes from receiving Program communications, the Program may send the Member information relating to the Program until the Member terminates the Member's membership.

  10. Program Promotions and Benefits
    • 9.1
      The Program Site will explain Member benefits and specific promotion details, which are subject to change at any time.
    • 9.2
      Member benefits, promotions, Program updates, and account-based operational messages will be communicated to Members via email and disclosed on the Program Site.
    • 9.3
      The terms of specific Program promotions will be disclosed at the time of the offering.
    • 9.4
      Some promotions may include rewards based on the dollar amount you spend on purchases at participating sites.
    • 9.5
      The Company will not be liable for (a) any printing, production, typographical, mechanical, or other errors regarding the earning, redemption, or accumulation of participation credit or any other aspect of the Program; (b) any delay or failure to credit your account; or (c) any failure to provide Program communications.
  11. Account Change or Termination
    • 10.1
      A Member may terminate membership in the Program at any time via the Program Site.
    • 10.2
      Cancellation may take up to ten business days to finalize. During that period, a Member may receive previously scheduled account or promotional emails.
    • 10.3
      Promptly on membership termination, a Member forfeits entitlement to any Program reward or points.
    • 10.4
      Any account that has not been logged into and points either earned or redeemed for one year or more may be deemed inactive and the account closed. In these instances, to request account reactivation (subject to the terms, limitations, and requirements as the Company may impose on one or more occasions), you may reach the Company by using the "Contact Us" or similar contact link on the Site. The Company may modify its inactive account rules and policies on one or more occasions, and if your account becomes inactive in accordance with the Company's then-current rules or policies, the Company may close your account, without any compensation or further obligation to you.
  12. Program Change or Termination
    • 11.1
      The Company may (a) suspend, change, or terminate the Program, any individual promotion, or any Member benefit, in whole or in part; (b) modify, limit, or suspend the use or redemption of any participation credit, such as qualifying purchase credit, in any respect; (c) modify or change redemption procedures, including the amount of participation credit required for particular rewards; or (d) modify, limit, or suspend the collection of participation points, including imposing time limits and changes in participation points.
    • 11.2
      A Member's continued participation in the Program after any change to the Program or this agreement will indicate your acceptance of any change.
  13. Privacy

    For information about how the Company collects, uses, and shares your information, please review the Privacy Policy. You acknowledge that by using the Site you consent to the collection, use, and sharing (as set out in the Privacy Policy) of this information, including the transfer of this information to the United States or other countries for storage, processing, and use by the Company.

  14. Member Obligations and Statements of Fact
    • 13.1
      By applying to enroll in the Program, or by taking part in the Program, Members are expressly agreeing to be bound by this agreement, as it may be amended on one or more occasions. Members will not misuse Program privileges by engaging in conduct that is detrimental to the Company or the Program, including: having multiple accounts; making purchases for other Members; participating in purchasing or redemption fraud; using any robot, spider, other automatic device or manual process to transact with or monitor the Program; engaging in the unauthorized distribution of materials from partner sites; or otherwise violating any terms of use or any terms of service agreement between you and any partner site.
    • 13.2
      Members will comply at all times with all laws, rules, and regulations that are applicable to a Member. Members acknowledge that a Member may only participate in the Program if and to the extent that the participation is permitted by all applicable laws, rules, and regulations, and that an application for enrollment is subject to the Company's acceptance. The Company may refuse at any time to enroll an applicant, or to restrict, modify, or terminate a Member's participation in the Program without liability.
    • 13.3
      Members will provide only accurate information to the Company at all times. Members will comply with this agreement and with the terms of any affiliate or related programs, offers, and promotions at all times. Members will promptly notify the Company of any change in email address by updating personal information in the Member's profile. Participation in the Program is entirely at the Member's own risk.
    • 13.4
      Members have no ownership rights in points or in a Program account. Members have no third-party beneficiary rights in any agreements between the Member and the Company, and any partner, and the only relationship created by this agreement is between the Company and the Member. Members will not sell, assign, or transfer any of their points, any other aspect of a Member's account, or any rights or obligations of a Member under this agreement, whether by operation of law or otherwise. The Company may sell, transfer, or assign the Program, this agreement, or a Member's account in whole or in part at any time without notice. If the Company makes an assignment, the sole responsibility for the matters assigned, including any obligations to the Members, if any, will lie with the party to which the assignment is made, and the Company will be released from any responsibilities or obligations.
  15. Use of Site
    • 14.1
      License

      During this agreement, the Company hereby grants you a nonexclusive, nonsublicensable, nontransferable license to access the Site and the Program for your personal and noncommercial use in accordance with this agreement.

    • 14.2
      Intellectual Property Rights

      The Site and its entire contents, features, and functionality (including all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement of it) are owned by the Company, its licensors, or other providers of the material and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. The Company reserves all rights not expressly granted in and to the Site. You will not engage in the use, copying, or distribution of any part of the Site or the Program other than as expressly permitted.

    • 14.3
      Trademarks

      The Site name and logo, as well as the Company's name and logo, are the Company's trademarks, and must not be copied, imitated, or used, in whole or in part, without the Company's advance written permission. In addition, all page headers, custom graphics, button icons, and scripts are the Company's service marks, trademarks, and trade dress, and must not be copied, imitated, or used, in whole or in part, without the Company's advance written permission.

    • 14.4
      User Conduct

      You will not engage in any of the following prohibited activities in connection with the Site:

      (a)
      copying, distributing, or disclosing any part of the Site in any medium, including by any automated or non-automated "scraping;"
      (b)
      using any automated system, including "robots," "spiders," "offline readers," etc., to access the Site;
      (c)
      transmitting spam, chain letters, or other unsolicited email;
      (d)
      use the Site to collect email addresses for sending unsolicited emails;
      (e)
      attempting to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Site;
      (f)
      taking any action that imposes, or may impose at the Company's sole discretion an unreasonable or disproportionately large load on the Site infrastructure;
      (g)
      uploading invalid data, viruses, worms, or other software agents through the Site;
      (h)
      collecting or harvesting any personally identifiable information, including account names, from the Site;
      (i)
      using the Site for any commercial solicitation purposes;
      (j)
      impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity;
      (k)
      interfering with the proper working of the Site;
      (l)
      accessing any content on the Site through any technology or means other than those provided or authorized by the Site;
      (m)
      bypassing any security measures the Company may use to prevent or restrict access to the Site, including features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content in it;
      (n)
      decipher, decompile, disassemble, reverse engineer, or otherwise try to derive any source code or underlying ideas or algorithms of any aspect, feature, or part of the Site or the Program; or
      (o)
      modify, translate, or otherwise create derivative works of any part of the Site or the Program.
  16. Links

    The Site contains links to third-party websites and resources. You acknowledge that the Company is not responsible or liable for: (1) the availability or accuracy of those websites or resources; or (2) the content, products, or services on or available from those websites or resources. Links to third-party websites or resources do not imply any endorsement by the Company of those websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party websites or resources.

  17. Third-Party Content

    Through the Site, you can access or use content provided by third parties. The Company cannot guarantee that this third-party content will be free of material you may find objectionable or otherwise. The Company will not be liable for your access or use of any third-party content.

  18. Copyright Policy
    • 17.1
      The Company respects the intellectual property rights of others and expects users of the Site to do the same. The Company will respond to notices of alleged copyright infringement that comply with law and are properly provided to the Company. If you believe that your content has been copied in a way that constitutes copyright infringement, please provide the Company's copyright agent with the following information in accordance with the Digital Millennium Copyright Act (DMCA):
      (a)
      a physical or electronic signature of the copyright owner or a person authorized to act on their behalf;
      (b)
      identification of the copyrighted work claimed to have been infringed;
      (c)
      identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the Company to locate the material;
      (d)
      your contact information, including your address, telephone number, and an email address;
      (e)
      a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
      (f)
      a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
    • 17.2
      It is the Company's policy to terminate the user accounts of repeat infringers.
  19. Changes to the Site; Availability
    • 18.1
      Although the Company may update the content on the Site on one or more occasions, the content is not necessarily complete or up-to-date. Any of the material on the Site may be out of date at any given time, and the Company is not required to update that material. If you believe you have found errors or omissions on the Site, you can bring them to the Company's attention by emailing the Company at support@rewards.xxx
    • 18.2
      While the Company will try to make sure that the Site is always available, the Company does not guarantee continuous, uninterrupted, or secure access to the Site. Many factors or circumstances outside of the Company's control may interfere with or adversely affect its operation of the Site.
  20. Reliance on Information Posted
    • 19.1
      The Company makes the information presented on or through the Site available for general information purposes only. The Company is not making any warranty about the accuracy or usefulness of this information. Any reliance you place on this information is strictly at your own risk. The Company will not be liable for any reliance placed on these materials by you or any other visitor to the Site, or by anyone who may be informed of any of its contents.
    • 19.2
      The Site may include content provided by third parties, including materials provided by other users, third-party licensors, syndicators, or aggregators. All statements or opinions expressed in these materials, and all responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person providing these materials. These materials do not reflect the Company's opinion. The Company will not be liable to you or any other person for the content or accuracy of any materials provided by any other person or entity.
  21. Compliance with Law

    The Company is in Montreal, Quebec, Canada. The Company is not making any statement that the Site or any of its content is accessible or appropriate outside of Montreal, Quebec, Canada. Access to the Site might not be legal by certain persons or in certain countries. If you access the Site from outside Montreal, Quebec, Canada, you do so on your own initiative and are responsible for complying with all local laws. All points are void where prohibited by applicable law or regulation and this agreement is subject to immediate change (without notice) if necessary to comply with applicable law or regulation. The Program is void where prohibited by law.

  22. Disclaimers of Warranty
    • 21.1
      You acknowledge that the Company cannot and does not state that files or links available for downloading from the Internet or the Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for antivirus protection and accuracy of data input and output, and for keeping a means external to the Site for any reconstruction of any lost data. The Company will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses, or other technologically harmful material that might infect your computer equipment, computer programs, data, or other proprietary material due to your use of the Site or any services or items obtained through the Site or to your downloading of any material posted on it, or on any website linked to it.
    • 21.2
      Your use of the Program, the Site, its content, and any services or items obtained through the Site is at your own risk. The Company provides the Program, the Site, its content, and any services or items obtained through the Program or the Site "as is," "with all faults," and "as available," without making any warranty, either express or implied. The Company is not making any warranty (1) that the Program, the Site, its content, or any services or items obtained through the Program or the Site will be accurate, reliable, error-free, or uninterrupted; (2) that defects will be corrected; (3) that the Site or the server that makes it available is free of viruses or other harmful components; or (4) that the Program, the Site, or any services or items obtained through the Program or the Site will otherwise meet your needs or expectations.
    • 21.3
      The Company is not making any warranty, whether express, implied, statutory, or otherwise, including warranty of merchantability, title, noninfringement, privacy, security, and fitness for a particular purpose with respect to the Program and the Site.
  23. Limit on Liability; Release
    • 22.1
      The Company will not be liable to you for any of the following:
      (a)
      Failure, delay, or decision by the Company in administering the Program;
      (b)
      Purchase, redemption for, or use of any rewards whether made available by the Company, one of its affiliates or partners, or any other person;
      (c)
      Errors, mistakes, or inaccuracies of content;
      (d)
      Property damage resulting from your access to and use of the Site;
      (e)
      Content or conduct that is infringing, inaccurate, obscene, indecent, offensive, threatening, harassing, defamatory, libelous, abusive, invasive of privacy, or illegal;
      (f)
      Unauthorized use of an account or breach of security beyond the Company's reasonable control, including unauthorized access to or use of the Company's servers and any personal or financial information stored in them, including unauthorized access or changes to your account, transmissions, or data;
      (g)
      Interruption or cessation of transmission to or from the Site;
      (h)
      Bugs, viruses, Trojan horses, malware, ransomware, or other disabling code that may be transmitted to or through the Site by any person or that might infect your computer or affect your access to or use of the Site or your other services, hardware, or software;
      (i)
      Incompatibility between the Site and your other services, hardware, or software;
      (j)
      Delays or failures you might experience in starting, conducting, or completing any transmissions to or transactions with the Site; or
      (k)
      Loss or damage incurred because of the use of any content posted, emailed, sent, or otherwise made available through the Site.
     
  24. 22.2
    You hereby release the Company from all liability arising out of the conduct of other users or persons, including disputes between you and one or more other users or persons.
  25. Exclusion of Damages; Exclusive Remedy
    • 23.1
      Unless caused by the Company's gross negligence or its intentional misconduct, the Company will not be liable to you for any direct, indirect, special (including consequential damages), statutory, punitive, or exemplary damages—regardless of theory of liability or foreseeability—arising out of or relating to the Program, the partner sites, the redemption of rewards, your access or your inability to access the Site, the services, or the content, or any of the items identified in section 22.1.
    • 23.2
      The Company will not be liable to you for any damages for any of the following: (a) loss of revenue; (b) loss of profits; (c) loss of goodwill; (d) loss of business or anticipated savings; (e) loss of use; (f) loss of services; (g) loss of data; (h) loss of privacy; (i) cost of procurement of substitute services; (j) computer failure related to your access of or your inability to access the Program, the Site, the services, or the content; or (k) reliance on any information obtained from the Site. This exclusion applies regardless of theory of liability and even if you told the Company about the possibility of these damages or the Company knew or should have known about the possibility of these damages.
    • 23.3
      If you are dissatisfied with the Program, the Site, the services, or have any other complaint, your exclusive remedy is to stop using the Program and the Site. The Company's maximum liability to you for any claim will not exceed $25 USD.
  26. Scope of Disclaimers, Exclusions, and Limits

    The disclaimers, exclusions, and limits stated in sections 21, 22, and 23 apply to the greatest extent allowed by law, but no more. The Company does not intend to deprive you of any mandatory protections provided to you by law. Because some jurisdictions may prohibit the disclaimer of some warranties, the exclusion of some damages, or other matters, one or more of the disclaimers, exclusions, or limits might not apply to you.

  27. Indemnification
    • 25.1
      In General

      You will pay the Company for any loss of the Company's that is caused by any of the following: (a) your access of the Site; (b) your conduct on the Site; (c) your access of or conduct on a partner site; (d) your participation in the Program; (e) your breach of this agreement; (f) your violation of rights of another person, including intellectual property and privacy rights; (g) your violation of law; (h) your tortious conduct; or (i) your criminal conduct. But you are not required to pay if the loss was caused by the Company's intentional misconduct.

    • 25.2
      Definitions
      (a)
      "Loss" means an amount that the Company is legally responsible for or pays in any form. Amounts include, for example, a judgment, a settlement, a fine, damages, injunctive relief, staff compensation, a decrease in property value, and expenses for defending against a claim for a loss (including fees for legal counsel, expert witnesses, and other advisers). A loss can be tangible or intangible; can arise from bodily injury, property damage, or other causes; can be based on tort, breach of contract, or any other theory of recovery; and includes incidental, direct, and consequential damages.
      (b)
      A loss is "caused by" an event if the loss would not have happened without the event, even if the event is not a proximate cause of the loss.
    • 25.3
      The Company's Duty to Notify You

      The Company will use reasonable efforts to notify you before the 30th day after the Company knows or should reasonably have known of a claim for a loss that you might be compelled to pay. But the Company's failure to give you timely notice does not end your obligation, except if that failure prejudices your ability to defend the claim or mitigate losses.

    • 25.4
      Legal Defense of a Claim

      The Company has control over defending a claim for a loss (including settling it), unless the Company directs you to control the defense. If the Company directs you to control the defense, you will not settle any litigation without the Company's written consent if the settlement (1) imposes a penalty or limitation on the Company, (2) admits the Company's fault, or (3) does not fully release the Company from liability. You and the Company will cooperate with each other in good faith on a claim.

    • 25.5
      No Exclusivity

      The Company's rights under this section 25 do not affect other rights the Company might have.

  28. Dispute Resolution
    • 26.1
      Litigation Election

      Either party may elect to litigate the following type of case or controversy: (a) an action seeking injunctive relief, (b) an action seeking to enforce or protect intellectual-property rights, or (c) a suite to compel compliance with this dispute resolution procedure

    • 26.2
      Negotiation

      Each party will allow the other a reasonable opportunity to comply before it claims that the other has not met the duties under this agreement. The parties will first meet and negotiate with each other in good faith to try to resolve all disputes between the parties arising out of or relating to the Program, the Site, or this agreement.

    • 26.3
      Mediation

      If the parties cannot settle a dispute arising out of or relating to the Program, the Site, or this agreement through negotiation after 30 days, either party may, by notice to the other party and ICDR Canada, demand mediation under the Canadian Mediation Rules of ICDR Canada. Mediation will take place in Montréal, Québec, Canada. The language of the mediation will be English. The language of the mediation will be English. Each party will bear its own costs in mediation, and the parties will share equally between them all third-party mediation costs unless the parties agree differently in writing. Each party will participate actively and constructively in mediation proceedings once started and will attend at least one joint meeting between the mediator and the parties. Any party may terminate mediation at any time after an initial meeting between the mediator and the parties.

    • 26.4
      Arbitration
      • (a)
        Procedure

        If the parties cannot settle a dispute through mediation, the parties will settle any unresolved dispute arising out of or relating to the Program, the Site, or this agreement by binding arbitration administered by ICDR Canada in accordance with its Canadian Arbitration Rules. A single arbitrator will preside over the arbitration. The arbitrator, and not any federal, provincial, or local court or agency, will have exclusive authority to resolve all disputes arising out of or relating to the interpretation, enforceability, or formation of this agreement, including any claim that all or any part of this agreement is void or voidable.

      • (b)
        Location

        Unless the parties agree otherwise, the arbitration will take place in Montréal, Québec, Canada.

      • (c)
        Fees

        Each party will be responsible for paying any filing, administrative, and arbitrator fees associated with the arbitration.

      • (d)
        Award

        The award rendered by the arbitrator must include costs of arbitration, legal fees, and costs for expert and other witnesses, and any judgement on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

      • (e)
        Confidentiality

        Unless required by law, neither a party nor an arbitrator will disclose the existence, content, or results of any arbitration under this agreement without the advance written consent of both parties.

    • 26.5
      Injunctive Relief

      Nothing in this section 26 will prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property, or unauthorized access to the Site.

    • 26.6
      Injunctive Relief
      • (a)
        If a party brings any proceeding authorized under section 26.1, that party will bring that proceeding only in the courts of competent jurisdiction located in Montréal, Québec, Canada, and each party hereby submits to the exclusive jurisdiction and venue of those courts for purposes of any proceeding.
      • (b)
        Each party hereby waives any claim that any proceeding brought in accordance with section 26.6(a) has been brought in an inconvenient forum or that the venue of that proceeding is improper.
    • 26.7
      Recovery of Expenses
      • (a)
        In any proceedings between the parties arising out of or relating to the subject matter of this agreement, the prevailing party will be entitled to recover from the other party, besides any other relief awarded, all expenses that the prevailing party incurs in those proceedings, including legal fees and expenses.
      • (b)
        For purposes of section 26.7(a), "prevailing party" means, for any proceeding, the party in whose favor an award is rendered, except that if in those proceedings the award finds in favor of one party on one or more claims or counterclaims and in favor of the other party on one or more other claims or counterclaims, neither party will be the prevailing party. If any proceedings are voluntarily dismissed or are dismissed as part of settlement of that dispute, neither party will be the prevailing party in those proceedings.
    • 26.8
      Jury Trial Waiver

      Both parties hereby waive the right to a trial by jury for any dispute arising out of or relating to the Site or this agreement. Either party may enforce this waiver up to and including the first day of trial.

    • 26.9
      Class Action Waiver

      All claims must be brought in the parties' individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, and, unless the Company agrees otherwise, the arbitrator must not consolidate more than one person's claims.

    • 26.10
      Limitation on Time to Bring Claims

      A party will not file a claim arising out of or relating to the Program, the Site, or this agreement more than one year after the cause of action arose. Any claim brought after one year is barred

  29. General
    • 27.1
      Entire Agreement

      This agreement constitutes the entire agreement between you and the Company about your access to and use of the Program and the Site. It supersedes all earlier or contemporaneous agreements between you and the Company about access to the Program and the Site. A printed version of this agreement will be admissible in any proceedings arising out of or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and kept in printed form.

    • 27.2
      Copy of this Agreement

      You may—and the Company recommends that you—print this agreement on your printer or save it to your computer. If you have trouble printing a copy, please contact the Company at support@rewards.xxx and the Company will email you a copy.

    • 27.3
      Assignment and Delegation

      The Company may assign its rights or delegate any performance under this agreement without your consent. You will not assign your rights or delegate your performance under this agreement without the Company's advanced written consent. Any attempted assignment of rights or delegation of performance in breach of this section 27.3 is void.

    • 27.4
      No Waivers

      The parties may waive any provision in this agreement only by a writing signed by the party or parties against whom the waiver is sought to be enforced. No failure or delay in exercising any right or remedy, or in requiring the satisfaction of any condition, under this agreement, and no act, omission, or course of dealing between the parties, operates as a waiver or estoppel of any right, remedy, or condition. A waiver made in writing on one occasion is effective only in that instance and only for the purpose stated. A waiver once given is not to be construed as a waiver on any future occasion or against any other person.

    • 27.5
      Severability

      The parties intend as follows:

      • (a)
        that if any provision of this agreement is held to be unenforceable, then that provision will be modified to the minimum extent necessary to make it enforceable, unless that modification is not permitted by law, in which case that provision will be disregarded;
      • (b)
        that if modifying or disregarding the unenforceable provision would result in failure of an essential purpose of this agreement, the entire agreement will be held unenforceable;
      • (c)
        that if an unenforceable provision is modified or disregarded in accordance with this section 27.5, then the rest of the agreement will remain in effect as written; and
      • (d)
        that any unenforceable provision will remain as written in any circumstances other than those in which the provision is held to be unenforceable.
    • 27.6
      Notices
      • (a)
        Sending Notice to the Company

        You may send notice to the Company by email at support@rewards.xxx unless a specific email address is set out for giving notice. The Company will consider an email notice received by it only when its server sends a return message to you acknowledging receipt. The Company may change its contact information on one or more occasions by posting the change on the Site. Please check the Site for the most current information for sending notice to the Company.

      • (b)
        Sending Notice to You - Electronic Notice

        You consent to receiving any notice from the Company in electronic form either (1) by email to the last known email address the Company has for you or (2) by posting the notice on a place on the Site chosen for this purpose. The Company will consider notices sent to you by email received when the Company's email service shows transmission to your email address. You state that any email address you gave the Company for contacting you is a current and valid email address for receiving notice, and that your computer has hardware and software configured to send and receive email through the Internet and to print any email you receive.

    • 27.7
      Governing Law

      The laws of the province of Quebec—without giving effect to its conflicts of law principles—govern all matters arising out of or relating to this agreement or the Site, including the validity, interpretation, construction, performance, and enforcement of this agreement. The predominant purpose of this agreement is providing services and licensing access to intellectual property and not a "sale of goods."

    • 27.8
      Force Majeure

      The Company is not responsible for any failure to perform if unforeseen circumstances or causes beyond the Company's reasonable control delays or continues to delay the Company's performance, including:

      • (a)
        Acts of God, including fire, flood, earthquakes, hurricanes, tropical storms, or other natural disasters;
      • (b)
        War, riot, arson, embargoes, acts of civil or military authority, or terrorism;
      • (c)
        Fiber cuts;
      • (d)
        Strikes, or shortages in transportation, facilities, fuel, energy, labor, or materials;
      • (e)
        Failure of the telecommunications or information services infrastructure; and
      • (f)
        Hacking, SPAM, or any failure of a computer, server, network, or software.
    • 27.9
      No Third-Party Beneficiaries

      This agreement does not, and the parties do not intend it to, confer any rights or remedies on any person other than the parties to this agreement.

    • 27.10
      Relationship of the Parties

      This agreement does not, and the parties do not intend it to, create a partnership, joint venture, agency, franchise, or employment relationship between the parties and the parties expressly disclaim the existence of any of these relationships between them. Neither of the parties is the agent for the other, and neither party has the right to bind the other on any agreement with a third party.

    • 27.11
      Successors and Assigns

      This agreement inures to the benefit of, and is binding on, the parties and their respective successors and assigns. This section 27.11 does not address, directly or indirectly, whether a party may assign rights or delegate obligations under this agreement. Section 27.3 addresses these matters.

    • 27.12
      Permission to Send Emails to You

      You grant the Company permission to email you notices, advertisements, and other communications to you, including emails, advertisements, notices, and other communications containing adult oriented material, sexual content and language, and images of nudity unsuitable for minors. Your permission will continue until you ask the Company to remove you from its email list. For more information, please see the Privacy Policy.

    • 27.13
      Electronic Communications Not Private

      The Company does not provide facilities for sending or receiving confidential electronic communications. You should consider all messages sent to the Company or from the Company as open communications readily accessible to the public. You should not use the Site to send or receive messages you only intend the sender and named recipients to read. Users or operators of the Site may read all messages you send to the Site regardless of whether they are intended recipients.

    • 27.14
      Electronic Signatures

      The Company does not provide facilities for sending or receiving confidential electronic communications. You should consider all messages sent to the Company or from the Company as open communications readily accessible to the public. You should not use the Site to send or receive messages you only intend the sender and named recipients to read. Users or operators of the Site may read all messages you send to the Site regardless of whether they are intended recipients.

    • 27.15
      Feedback

      The Company encourages you to give feedback about the Company, the Program, or the Site. But the Company will not treat as confidential any suggestion or idea you give, and nothing in this agreement will restrict the Company's right to use, profit from, disclose, publish, or otherwise exploit any feedback, without payment to you.

    • 27.16
      English language

      The Company has drafted this agreement in the English language. The Company assumes that you can read and understand the English language. The Company is not liable to you or any other person for any costs or expenses incurred to translate this agreement into another language. The English language version controls over any translated version.

    • 27.17
      Contact Information

      If you have any questions about this agreement, the Program, or the Site, you may contact the Company at support@rewards.xxx.

    • 27.18
      Usages

      In this agreement, the following usages apply:

      • (a)
        Actions permitted under this agreement may be taken at any time and on one or more occasions in the actor's sole discretion.
      • (b)
        References to a statute will refer to the statute and any successor statute, and to all regulations promulgated under or implementing the statute or successor, as in effect at the relevant time.
      • (c)
        References to numbered sections in this agreement also refer to all included sections. For example, references to section 6 also refer to 6.1, 6.1(a), etc.
      • (d)
        References to a governmental or quasi-governmental agency, authority, or instrumentality will also refer to a regulatory body that succeeds to the functions of the agency, authority, or instrumentality.
      • (e)
        "A or B" means "A or B or both." "A, B, or C" means "one or more of A, B, and C." The same construction applies to longer strings.
      • (f)
        "Including" means "including, but not limited to."

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