TERMS OF USE

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Welcome to the Ecentivs App/Site (defined below). By using it, you are agreeing to these Terms of Use (defined below). Please read them carefully. If you have any questions, contact us here.

These Terms of Use were last updated on July 04, 2022.                           

ACCEPTANCE OF TERMS OF USE

S4ECO Limited. (“Ecentivs” “we” or “us” or “our”) owns and operates the  Ecentivs native Android and IOS apps available from the Apple Store and the Play Store, the Webapp on online. the websites www.ecentivs.com, and the mobile and touch versions, and any sites we have now or in the future that reference these Terms of Use (collectively, the “App/Site”). By (a) using the App/Site and Ecentivs’ services through the App/Site, (b) signing up for an account and/or (c) completing a purchase on the App/Site, you agree to these Terms of Use (defined below) and any additional terms applicable to certain programs in which you may elect to participate. You also agree to our Privacy Statement, incorporated herein by reference and located at https://www.ecentivs.com/privacy (“Privacy Statement”), and acknowledge that you will regularly visit the Terms of Use (defined below) to familiarize yourself with any updates. The Privacy Statement, together with these terms of use, and any other terms contained herein or incorporated herein by reference, are collectively referred to as the “Terms of Use.” The term “using” also includes any person or entity that accesses or uses the Site with crawlers, robots, data mining, or extraction tools or any other functionality.

IF YOU DO NOT AGREE TO THESE TERMS OF USE, IMMEDIATELY STOP USING THE APP/SITE AND DO NOT USE ANY ECENTIVS SERVICE, PARTICIPATE IN ANY PROGRAM OR PURCHASE ANY VOUCHER, PRODUCT OR OTHER GOOD OR SERVICE OFFERED THROUGH THE APP/SITE.

PLEASE REVIEW THE FOLLOWING SECTIONS OF THESE TERMS OF USE CAREFULLY: (A) DISPUTE RESOLUTION/ARBITRATION AGREEMENT, INCLUDING THE CLASS ACTION WAIVER DESCRIBED THEREIN, (B) LIMITATION OF LIABILITY, AND (C) INDEMNIFICATION/RELEASE.

These Terms of Use are organized as follows:

  1. About the App/Site
  2. Ownership of the App/Site
  3. Use of the App/Site
  4. Access to the App/Site
  5. Modification
  6. Your Account
  7. Your Conduct
  8. Your Privacy
  9. Terms of Sale
  10. Special Programs
  11. Copyright and Trademarks
  12. User Content
  13. Unsolicited Ideas
  14. Copyright Policy and Digital Millennium Copyright Act (DMCA) Procedures
  15. Disclaimer of Warranty
  16. Limitation of Liability
  17. Electronic Communications
  18. Websites of Others
  19. Indemnification/Release
  20. Force Majeure
  21. Assignment
  22. Entire Agreement
  23. Choice of Law
  24. Dispute Resolution
  25. Licenses and Attributions
  26. Additional Disclosures
  27. About the App/Site

The App/Site is a platform through which certain merchants (“Merchants”) (a) sell gift cards for goods, services, or experiences (“Gift card”), (b) sell travel goods and services (“Getaways”), sell gift cards (“Merchant Gift Cards”), (c) sell goods and services directly to you (“Merchant Products”), (d) make available coupons, promotional codes, giveaways, samples, and offers for software downloads (“Coupons”), (e) sell dining experiences for specific dates and times (“Reservations”), (f) sell food, beverage and other products for delivery and takeout (“Online Ordering”), (g) make available certain offers, including “card linked deals” (as defined in the Special Programs section of the Terms of Use), and (h) sell salon and spa services for specific dates and times (“Salon and Spa Bookings”) (collectively (a)-(h),“Merchant Offerings”). Merchants are the sellers and issuers of the Merchant Offerings and are solely responsible to you for the care, quality, and delivery of the goods and services provided.

In addition, the App/Site also provides a platform through which you can purchase products from Ecentivs (“Products”) and participate in other available programs.

Certain Merchant Offerings, Products, other available programs and pricing on the App/Site may change at any time in Ecentivs’ sole discretion, without notice.

  1. Ownership of the App/Site

The App/Site, any content on the App/Site, and the infrastructure used to provide the App/Site are proprietary to us, our affiliates, Merchants, and other content providers. By using the App/Site and accepting these Terms of Use: (a) Ecentivs grants you a limited, personal, non transferable, nonexclusive, revocable license to use the App/Site pursuant to these Terms of Use and to any additional terms and policies set forth by Ecentivs; and (b) you agree not to reproduce, distribute, create derivative works from, publicly display, publicly perform, license, sell, or re-sell any content, software, products, or services obtained from or through the App/Site without the express permission of Ecentivs.

  1. Use of the App/Site

As a condition of your use of the App/Site, you agree that:

  • You have reached the age of majority in the state or province in which you reside;
  • You are able to create a binding legal obligation;
  • You are not barred from receiving products or services under applicable law;
  • You will not attempt to use the App/Site with crawlers, robots, data mining, or extraction tools or any other functionality;
  • Your use of the App/Site will at all times comply with these Terms of Use;
  • You will only make legitimate purchases that comply with the letter and spirit of the terms of the respective offers;
  • You will only make purchases on the App/Site for your own use and enjoyment or as a gift for another person;
  • You have the right to provide any and all information you submit to the App/Site, and all such information is accurate, true, current, and complete;
  • You will update and correct information you have submitted to the App/Site and ensure that it is accurate at all times (out-of-date information will invalidate your account); and,
  • You will only purchase a Merchant Offering, Product, or participate in other available programs through the App/Site by creating an account on the App/Site, and any purchase will be subject to the applicable Terms of Sale set forth in these Terms of Use.
  1. Access to the App/Site

Ecentivs retains the right, at our sole discretion, to deny service or use of the App/Site or an account to anyone at any time and for any reason. While we use reasonable efforts to keep the App/Site and your account accessible, the App/Site and/or your account may be unavailable from time to time. You understand and agree that there may be interruptions in service or events, App/Site access, or access to your account due to circumstances both within our control (e.g., routine maintenance) and outside of our control.

  1. Modification

Ecentivs reserve the right at all times to discontinue or modify any part of these Terms of Use in our sole discretion. If we make changes that affect your use of the App/Site or our services we will post notice of the change on the Terms of Use page. Any changes to these Terms of Use will be effective upon our posting of the notice; provided that these changes will be prospective only and not retroactive. If you do not agree to the changes, you may close your account and you should not use the App/Site or any services offered through the App/Site after the effective date of the changes. We suggest that you revisit our Terms of Use regularly to ensure that you stay informed of any changes. You agree that posting notice of any changes on the Terms of Use page is adequate notice to advise you of these changes, and that your continued use of the App/Site or our services will constitute acceptance of these changes and the Terms of Use as modified.

  1. Your Account

You may only create and hold one account on the App/Site for your personal use and must register using a valid credit card. You are responsible for updating and correcting information you have submitted to create or maintain your account. As part of your account settings, you have the option to: (a) save, edit, or delete your personal information, including, without limitation, a valid credit card; and (b) opt-out of persistent login. You understand and agree that Ecentivs shall have no responsibility for any incident arising out of, or related to, your account settings. You must safeguard your password and supervise the use of your account. You are solely responsible for maintaining the security of your account and maintaining settings that reflect your preferences. We will assume that anyone using the App/Site or transacting through your account is you. You agree that you are solely responsible for any activity that occurs under your account.

The App/Site may permit you to make purchases without an account or without logging in to your account. If you make a purchase in this manner, we will create an account for you based on the information provided to us in connection with the transaction (e.g., your name, address, e-mail address, and other transaction information).

Your account is non-transferrable. You cannot sell, combine, or otherwise share it with any other person. Any violation of these Terms of Use, including, without limitation, failure to maintain updated and correct information about your account (e.g., valid credit card information) will cause your account to fall out of good standing and we may cancel your account in our sole discretion. If your account is cancelled, you may forfeit any pending, current, or future account credits, and any other forms of unredeemed value in your account without notice. Upon termination, the provisions of these Terms of Use that are, by their nature, intended to survive termination (e.g., any disclaimers, all limitations of liability, and all indemnities) shall survive. We also reserve the right to change or discontinue any aspect or feature of our services or the App/Site, including, without limitation, requirements for use.

  1. Your Conduct

All interactions on the App/Site must comply with these Terms of Use. To the extent your conduct, in our sole discretion, restricts or inhibits any other user from using or enjoying any part of the App/Site, we may limit or terminate your privileges on the App/Site and seek other remedies, including, without limitation, cancellation of your account or forfeiture of any forms of unredeemed value in your account.

The following activities are prohibited on the App/Site and constitute violations of these Terms of Use:

  • Submitting any content to the App/Site that:

◦ Violates applicable laws (including, without limitation, intellectual property laws, laws relating to rights of privacy and rights of publicity, and laws related to defamation);

◦ Contains personal information, except when we expressly ask you to provide such information;

◦ Contains viruses or malware;

◦ Offers unauthorized downloads of any copyrighted, confidential, or private information;

◦ Has the effect of impersonating others;

◦ Contains messages by non-spokesperson employees of Ecentivs purporting to speak on behalf of Ecentivs or provides confidential information concerning Ecentivs;

◦ Contains chain letters of any kind;

◦ Is purposely inaccurate, commits fraud, or falsifies information in connection with your  Ecentivs account or to create multiple Ecentivs accounts; or

◦ Is protected by copyright, trademark, or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right.

  • Attempting to do or actually doing any of the following:

◦ Accessing data not intended for you, such as logging into a server or an account which you are not authorized to access;

◦ Scanning or monitoring the App/Site for data gathering purposes in an effort to track sales, usage, aggregate offering information, pricing information, or similar data;

◦ Scanning or testing the security or configuration of the App/Site or breaching security or authentication measures; or

◦ Interfering with service to any user in any manner, including, without limitation, by means of submitting a virus to the App/Site or attempting to overload, “flood,” “spam,” “mail bomb,” or “crash” the App/Site.

  • Using any of the following:

◦ Frames, framing techniques, or framing technology to enclose any content included on the App/Site without our express written permission;

◦ Any App/Site content, including, without limitation, User Content (defined below), in any meta tags or any other “hidden text” techniques or technologies without our express written permission;

◦ The App/Site or any of its contents to advertise or solicit, for any commercial, political, or religious purpose or to compete, directly or indirectly, with Ecentivs; or

◦ The App/Site or any of its resources to solicit consumers, Merchants, or other third-parties to become users or partners of other online or offline services directly or indirectly competitive or potentially competitive with Ecentivs, including, without limitation, aggregating current or previously offered deals.

  • Collecting any of the following:

◦ Content from the App/Site, including, without limitation, in connection with current or previously offered deals, and featuring such content to consumers in any manner that diverts traffic from the App/Site without our express written permission; or

◦ Personal Information (defined in our Privacy Statement), User Content (defined in Section 12 below), or content of any consumers or Merchants.

  • Engaging in any of the following:

◦ Tampering or interfering with the proper functioning of any part, page, or area of the App/Site or any functions or services provided by Ecentivs;

◦ Taking any action that places excessive demand on our services or imposes, or may impose, an unreasonable or disproportionately large load on our servers or other portion of our infrastructure (as determined in our sole discretion);

◦ Reselling or repurposing your access to the App/Site or any purchases made through the App/Site;

◦ Exceeding or attempting to exceed quantity limits when purchasing Merchant Offerings or Products, or otherwise using any Ecentivs account to purchase Merchant Offerings or Products for resale or for speculative, false, fraudulent, or any other purpose not expressly permitted by these Terms of Use and the terms of a specific offer on the App/Site;

◦ Accessing, monitoring, or copying any content from the App/Site using any “robot,” “spider,” “scraper,” or other automated means or any manual process for any purpose without our express written permission;

◦ Violating the restrictions in any robot exclusion headers on the App/Site or bypassing or circumventing other measures employed to prevent or limit access to the App/Site;

◦ Aggregating any current or previously-offered deals or content or other information from the App/Site (whether using links or other technical means or physical records associated with purchases made through the App/Site) with material from other sites or on a secondary site without our express written permission;

◦ Deep-linking to any portion of the App/Site (including, without limitation, the purchase path for any Voucher) without our express written permission;

◦ Hyperlinking to the App/Site from any other website without our initial and ongoing consent; or

◦ Acting illegally or maliciously against the business interests or reputation of Ecentivs, our Merchants, or our services.

  1. Your Privacy

We take the privacy of your Personal Information (defined in the Privacy Statement) seriously. We encourage you to carefully review our Privacy Statement for important disclosures about ways that we may collect, use, and share personal data and your choices. Our Privacy Statement is incorporated in and subject to these Terms of Use, and available here.

  1. Terms of Sale

By purchasing or obtaining any Merchant Offering or Product via the App/Site, you agree to these Terms of Use, including, without limitation, the Terms of Sale, available here.

  1. Special Programs

By participating in special programs offered by Ecentivs, you agree to these Terms of Use and the additional terms of each program available here.

  1. Copyright and Trademarks

The App/Site contains copyrighted material, trademarks, and other proprietary information, including, without limitation, text, software, photos, video, graphics, music, and sound, and the entire contents of the App/Site are protected by copyright, trademark, and other intellectual property laws of the United Kingdom. Ecentivs owns a copyright in the selection, coordination, arrangement, and enhancement of such content, as well as in the content original to it. You may not modify, distribute, publish, transmit, publicly display, publicly perform, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part. Except as otherwise expressly stated under copyright law, no downloading, copying, redistribution, retransmission, publication, or commercial exploitation of the content without the express permission of Ecentivs or the copyright owner is permitted. If downloading, copying, redistribution, retransmission, or publication of copyrighted material is permitted, you will make independent attribution and/or make no changes in or deletion of any author attribution, trademark legend, or copyright notice. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material. Any violation of these restrictions may result in a copyright, trademark, or other intellectual property right infringement that may subject you to civil and/or criminal penalties.

Ecentivs owns trademarks, registered and unregistered, in many countries and “ECENTIVS,” the Ecentivs logos and variations thereof found on the App/Site are trademarks owned by Ecentivs. or its related entities and all use of these marks inures to the benefit of Ecentivs “ECENTIVS” is a trademark registered in the United Kingdom.

Other marks on the site not owned by Ecentivs may be under license from the trademark owner thereof, in which case such license is for the exclusive benefit and use of Ecentivs unless otherwise stated, or may be the property of their respective owners. You may not use Ecentivs’ name, logos, trademarks or brands, or trademarks or brands of others on the App/Site without ’ Ecentivs express permission.

  1. User Content

The App/Site may provide registered users and visitors various opportunities to submit or post reviews, opinions, advice, ratings, discussions, comments, messages, survey responses, and other communications, as well as files, images, photographs, video, sound recordings, musical works, and any other content or material submitted or posted to the App/Site (collectively, “User Content”) through forums, bulletin boards, discussion groups, chat rooms, surveys, blogs, or other communication facilities that may be offered on, through, or in connection with the App/Site from time to time. You may be required to have Ecentivs account to submit User Content.

If you contribute any User Content, you will not upload, post, or otherwise make available on the App/Site any material protected by copyright, trademark, or other proprietary right without the express permission of the owner of the copyright, trademark, or other proprietary right. Ecentivs does not have any express burden or responsibility to provide you with indications, markings, or anything else that may aid you in determining whether the material in question is copyrighted or trademarked. You will be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, or any other harm resulting from such a submission. In addition, if you contribute any User Content, you represent and warrant that: (a) you are the creator of the User Content; or (b) if you are acting on behalf of the creator, that you have (i) express, advance authority from the creator to submit or post the User Content, and that they have waived any moral rights in such User Content, and (ii) all rights necessary to grant the licenses and grants in these Terms of Use. You further represent and warrant (or, if you are acting on behalf of the creator of the User Content, you have ensured that the creator represents and warrants) that the use and sharing of the User Content for the purposes you have selected will not violate or infringe any copyrights, trademarks, or any other intellectual property rights or rights of third parties, including, without limitation, the rights of publicity or privacy. You represent and warrant that you will not upload, post, transmit, or otherwise make available User Content that is unlawful, harmful, tortious, threatening, abusive, harassing, hateful, racist, infringing, pornographic, obscene, violent, misleading, defamatory or libelous, invasive of the privacy of another person, or violative of any third-party rights; and that you will not upload, post, transmit, or otherwise make available User Content that contains any material that harbours viruses or any other computer codes, files, or programs designed to intercept, misappropriate, interrupt, destroy or limit the functionality of any software or computer equipment.

Ecentivs shall have the sole and absolute right, but not the obligation, to review, edit, post, refuse to post, remove, monitor the User Content, and disclose the User Content and the circumstances surrounding its transmission to any third-party, at any time, for any reason, including, without limitation, to determine compliance with these Terms of Use and any operating rules established by Ecentivs, as well as to satisfy any applicable law, regulation, or authorized government request. Without limiting the foregoing, Ecentivs shall have the right to remove any material from the Communities or any other Ecentivs controlled sites, in its sole discretion. Ecentivs assumes no liability for any User Content or other information that appears or is removed from the App/Site or elsewhere.  Ecentivs has no obligation to use User Content and may not use it at all.

In some instances and from time to time, it may be possible to modify or remove the User Content submitted or posted through your account. Ecentivs makes no representations or warranties that the User Content you modify or remove will be modified or removed from the App/Site or elsewhere, or that the User Content will cease to appear on the Internet, in search engines, social media websites, or in any other form, media or technology.

  • Public Nature of Your User Content.

◦ You understand and agree that User Content is public. Any person (whether or not a user of Ecentivs’ services) may read your User Content without your knowledge. Please do not include any Personal Information in your User Content unless you wish for it to be publicly disclosed. Ecentivs is not responsible for the use or disclosure of any Personal Information that you disclose in connection with User Content.

◦ Any User Content of any kind made by you or any third-party is made by the respective author(s) or distributor(s) and not by Ecentivs. Other users may post User Content that is inaccurate, misleading, or deceptive.  Ecentivs does not endorse and is not responsible for any User Content, and will not be liable for any loss or damage caused by your reliance on such User Content. User Content reflects the opinions of the person submitting it and may not reflect the opinion of Ecentivs. Ecentivs does not control or endorse any User Content, and specifically disclaims any liability concerning or relating to your contribution of, use of, or reliance on any User Content and any actions resulting from your participation in any part of the App/Site, including, without limitation, any objectionable User Content.

  • License Grants.

◦ Some User Content you submit to Ecentivs may be displayed or may give you the option to display in connection with your Personal Information, or a portion of your Personal Information, including, without limitation, your name, initials, username, social networking website user account name, image, likeness, preferences, voice, and location. You grant Ecentivs a royalty-free, perpetual, irrevocable, sublicensable, fully paid-up, non-exclusive, transferrable, worldwide license and right to use, commercial use, display and distribute any Personal Information in connection with your User Content in accordance with these Terms of Use, including, without limitation, a right to offer for sale and to sell such rights in Personal Information, whether the User Content appears alone or as part of other works, and in any form, media or technology, whether now known or hereinafter developed, and to sublicense such rights through multiple tiers of sublicensees, all without compensation to you. However, Ecentivs shall have no obligation to use your Personal Information in connection with any User Content.

◦ As between you and Ecentivs, you shall retain all ownership rights in and to the User Content you submit or post. However, by contributing User Content or other information on or through the App/Site, you grant Ecentivs a royalty-free, perpetual, irrevocable, sublicensable, fully paid-up, non-exclusive, transferrable, worldwide right and license to use, reproduce, create derivative works from, publish, edit, translate, distribute, perform, display, transmit, offer for sale, and sell the User Content alone or as part of other works in any form, media or technology, whether now known or hereafter developed, and to sublicense such rights through multiple tiers of sublicensees and without compensation to you. You waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding the User Content that you may have under any applicable law under any legal theory. Ecentivs’ license in any User Content or Personal Information submitted includes, without limitation, use for promotions, advertising, marketing, market research, merchant feedback, quality control, or any other lawful purpose.

◦ As detailed in Section 3, contributing User Content or other information on or through the App/Site, is limited to individuals who are over the age of majority in the state or province in which they reside. The App/Site is designed and intended for adults. By contributing User Content or other content on or through the Communities, you affirm that you are over the age of majority in the state or province in which you reside. We will promptly delete User Content or other content associated with any account we obtain actual knowledge of that is associated with a registered user who is not at least the age of majority in the state or province in which he or she resides.

  1. Unsolicited Ideas

We do not accept or consider, directly or through any Ecentivs employee or agent, unsolicited ideas of any kind, including, without limitation, ideas or suggestions relating to new or improved products, enhancements, names or technologies, advertising and marketing campaigns, plans, or other promotions. Do not send us (or any of our employees) any unsolicited ideas, suggestions, material, images, or other work in any form (“Unsolicited Materials”). If you send us Unsolicited Materials, you understand and agree that the following terms will apply, notwithstanding any cover letter or other terms that accompany them:

  • Ecentivs has no obligation to review any Unsolicited Materials, nor to keep any Unsolicited Materials confidential; and
  • Ecentivs will own, and may use and redistribute, Unsolicited Materials for any purpose without restriction and free of any obligation to acknowledge or compensate you.
  1. Infringement Reporting Procedures and Digital Millennium Copyright Act (DMCA) Procedures
  • Infringement Reporting Procedures. If you own copyright, trademark, patent, or other intellectual property rights (“IP Rights Owner”), or if you are an agent authorized to act on the IP Rights Owner’s behalf (“Authorized Agent”), and you have a good faith belief that material or products on the App/Site infringe the IP Rights Owner’s copyright, trademark, or other intellectual property right, and you would like to bring it to Ecentivs’ attention, you can report your concern(s) by submitting your complaint here.
  • DMCA Procedures. Ecentivs reserves the right to terminate your, or any third-party’s, right to use the App/Site if such use infringes the copyrights of another. Ecentivs may, under appropriate circumstances and at its sole discretion, terminate your, or any third-party’s, right to access to the App/Site, if Ecentivs determines that you are, or a third-party is, a repeat infringer. If you believe that any material has been posted via the App/Site by any third-party in a way that constitutes copyright infringement, and you would like to bring it to Ecentivs ’ attention, you must provide Ecentivs’ DMCA Agent identified below with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work; (b) an identification of the copyrighted work and the location on the App/Site of the allegedly infringing work; (c) a written statement that you have a good faith belief that the disputed use is not authorized by the owner, its agent, or the law; (d) your name and contact information, including, without limitation, telephone number and email address; and (e) a statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.
  1. Disclaimer of Warranty

AS PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY AGREE THAT USE OF THE SITE IS AT YOUR SOLE RISK. NEITHER ECENTIVS, NOR ITS SUBSIDIARIES OR AFFILIATES OR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, MERCHANTS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, WARRANT THAT USE OF THE SITE WILL BE UNINTERRUPTED, SECURE, VIRUS-FREE, OR ERROR FREE, NOR DO THEY MAKE ANY WARRANTY AS TO (A) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE, OR (B) THE ACCURACY, COMPLETENESS, OR RELIABILITY OF (I) THE CONTENT ON THE SITE, INCLUDING, WITHOUT LIMITATION, MERCHANT OFFERINGS, PRODUCTS, OR OTHER AVAILABLE PROGRAMS, (II) DESCRIPTIONS OF MERCHANT OFFERINGS, PRODUCTS, OR OTHER AVAILABLE PROGRAMS, OR (III) USER CONTENT PROVIDED THROUGH THE SITE. THE SITE AND ALL CONTENT, USER CONTENT AND OTHER INFORMATION CONTAINED ON THE SITE, MERCHANT OFFERINGS, PRODUCTS AND OTHER AVAILABLE PROGRAMS ACCESSIBLE OR AVAILABLE THROUGH THE SITE, ARE MADE ACCESSIBLE OR AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE EXTENT ALLOWED BY APPLICABLE LAW, FLEX REWARDS HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, AS TO THE OPERATION OF THE SITE OR THE CONTENT, USER CONTENT, OR OTHER INFORMATION CONTAINED ON THE SITE OR THE MERCHANT OFFERINGS, PRODUCTS, OR OTHER AVAILABLE PROGRAMS ACCESSIBLE OR AVAILABLE THROUGH THE SITE, INCLUDING, WITHOUT LIMITATION, THOSE OF TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, MERCHANTABILITY, SUITABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE OR COURSE OF DEALING. THE WARRANTY LIMITATIONS IN THIS SECTION ARE NOT INTENDED TO LIMIT ANY WARRANTY PROVIDED DIRECTLY BY A MERCHANT OR BY THE APPLICABLE MANUFACTURER OF PHYSICAL PRODUCTS OR ANY EXPRESS REPRESENTATIONS OR WARRANTIES BY ECENTIVS THAT ARE INCLUDED IN OTHER APPLICABLE TERMS.

  1. Limitation of Liability

AS PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ECENTIVS, ITS SUBSIDIARIES OR AFFILIATES OR ANY OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, MERCHANTS, PARTNERS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE FOR ANY DIRECT OR INDIRECT LOST PROFITS OR LOST BUSINESS DAMAGES, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH ANY OF THE FOLLOWING: (A) YOUR USE OF THE SITE, THE CONTENT, USER CONTENT, INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INFORMATION, AND ANY OTHER INFORMATION EITHER CONTAINED IN THE SITE OR SUBMITTED BY YOU TO THE SITE; (B) YOUR INABILITY TO USE THE SITE; (C) MODIFICATION OR REMOVAL OF CONTENT SUBMITTED ON THE SITE; (D) THE MERCHANT OFFERINGS, PRODUCTS, AND OTHER AVAILABLE PROGRAMS ACCESSIBLE OR AVAILABLE THROUGH THE SITE; (E) ANY PRODUCTS OR SERVICES PURCHASED OR OBTAINED DIRECTLY FROM A MERCHANT; (F) THESE TERMS OF USE; (G) ANY LOST, THEFT OR MALICIOUS HACKING OF YOUR PASSWORDS OR LOGIN CREDENTIALS; (H) ANY LOSS OF GLOBAL AWARDS TOKENS RESULTING FROM ANY LOST, THEFT OR MALICIOUS HACKING OR OUR APP/SITE. OR (I) ANY IMPROPER USE OF INFORMATION YOU PROVIDE TO THE SITE, INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INFORMATION. IN NO EVENT WILL ECENTIVS’ LIABILITY IN CONNECTION WITH A MERCHANT OFFERING, PRODUCT, AND OTHER AVAILABLE PROGRAMS EXCEED THE AMOUNTS PAID FOR THE APPLICABLE VOUCHER, PRODUCT, OR SERVICE. THE LIABILITY LIMITATIONS IN THIS SECTION ARE NOT INTENDED TO LIMIT ANY WARRANTY PROVIDED DIRECTLY BY A MERCHANT OR BY THE APPLICABLE MANUFACTURER OF PHYSICAL PRODUCTS OR ANY EXPRESS REPRESENTATIONS OR WARRANTIES BY ECENTIVS THAT ARE INCLUDED IN OTHER APPLICABLE TERMS, NOR ARE THEY INTENDED TO LIMIT REMEDIES YOU MIGHT HAVE FOR PRODUCT-RELATED INJURY.

  1. Electronic Communications

When you use the App/Site or send emails to Ecentivs, you are communicating with us electronically and consent to receive electronic communications related to your use of the App/Site. We will communicate with you by email or by posting notices on the App/Site. You agree that all agreements, notices, disclosures, and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing. Notices from us will be considered delivered to you and effective when sent to the email address you provide on the App/Site or from which you otherwise email us.

  1. Websites of Others

The App/Site contains links to websites maintained by other parties. These links are provided solely as a convenience to you and not because we endorse or have an opinion about the contents on such websites. We expressly disclaim any representations regarding the content or accuracy of materials on such websites or the privacy practices of those websites. If you decide to access websites maintained by other parties, you do so at your own risk. We are not responsible or liable, directly or indirectly, for any damage, loss, or liability caused or alleged to be caused by or in connection with any use of or reliance on any content, Products, or services available on or through any such linked site or resource.

  1. Indemnification/Release

You agree to defend, indemnify, and hold harmless Ecentivs, its subsidiaries and affiliates, and their respective directors, officers, employees and agents from and against all claims and expenses, including, without limitation, attorneys’ fees, arising out of, related to, or in connection with any of the following: (a) any User Content submitted or posted by you, in connection with the App/Site, or any use of the App/Site in violation of these Terms of Use; (b) fraud you commit or your intentional misconduct or gross negligence; or (c) your violation of any applicable U.K., or foreign law or rights of a third-party.

You are solely responsible for your interactions with Merchants and other users of the App/Site. To the extent permitted under applicable laws, you hereby release Ecentivs from any and all claims or liability related to any product or service of a Merchant, regardless of whether such product or service is a Merchant Offering available through the App/Site, any action or inaction by a Merchant, including, without limitation, but not limited to any harm caused to you by action or inaction of a Merchant, a Merchant’s failure to comply with applicable law and/or failure to abide by the terms of a Merchant Offering or any other product or service purchased or obtained by you from the Merchant, and any conduct, speech or User Content, whether online or offline, of any other third-party.

  1. Force Majeure

Ecentivs shall be excused from performance under these Terms of Use, to the extent it or a Merchant is prevented or delayed from performing, in whole or in part, as a result of an event or series of events caused by or resulting from: (a) weather conditions or other elements of nature or acts of God; (b) acts of war, acts of terrorism, insurrection, riots, civil disorders, or rebellion; (c) quarantines or embargoes; (d) labor strikes; (e) error or disruption to major computer hardware or networks or software failures; or (g) other causes beyond the reasonable control of Ecentivs or a Merchant, as applicable.

  1. Assignment

You may not assign these Terms of Use, or any rights, benefits, or obligations hereunder, by operation of law or otherwise, without the express written permission of Ecentivs. Any attempted assignment that does not comply with these Terms of Use shall be null and void.  Ecentivs may assign these Terms of Use, in whole or in part, to any third-party in its sole discretion.

  1. Entire Agreement

The Terms of Use, including, without limitation, the incorporated Terms of Sale, Special Programs, Privacy Statement, and other terms incorporated by reference, constitute the entire agreement and understanding between you and  Ecentivs with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written, between you and Ecentivs with respect to such subject matter.

  1. Choice of Law

Any disputes arising out of or related to these Terms of Use and/or any use by you of the App/Site or Ecentivs’ services shall be governed by the laws of the United Kingdom, without regard to its choice of law rules and without regard to conflicts of laws principles.

Ecentivs and you specifically disclaim the application of the United Nations Convention on Contracts for the International Sale of Goods as that Convention may be incorporated into applicable law.

  1. Dispute Resolution/Arbitration Agreement

(a) Binding Arbitration. Except as specifically stated herein, any dispute or claim between you and Ecentivs and/or its subsidiaries, affiliates, and/or any of their respective members, officers, directors, and employees (all such entities collectively referred to herein as the “Ecentivs Entities”) arising out of, relating in any way to, or in connection with the Terms of Use, the App/Site or your use of the App/Site, your Personal Information, or any Products or Merchant Offerings (“Dispute(s)”) shall be resolved exclusively by final, binding arbitration. By virtue of this Dispute Agreement (defined below), you and Ecentivs are each giving up the right to go to court and have a Dispute heard by a judge or jury (except as otherwise set forth in this Section 24(a) or Section 24(d)). The provisions of this Section 24 shall constitute your and ’ Ecentivs written agreement (“Dispute Agreement”) to finally resolve Disputes by arbitration administered by the London International Arbitration Centre (“LIAC”) in accordance with the Arbitration Rules of the London International Arbitration Centre (“LIACRules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of arbitration shall be United Kingdom. The Tribunal shall consist of one arbitrator. The language of arbitration shall be English.

You agree that all issues are for the arbitrator to decide. This includes all issues related to the scope, application, interpretation and enforceability of this Agreement and this arbitration provision. The arbitrator shall also decide whether any claim is subject to arbitration.

(b) No Class Action Matters. We each agree that we shall bring any Dispute against the other in our respective individual capacities and not as a plaintiff or class member in any purported class, representative proceeding or as an association. In addition, we each agree that Disputes shall be arbitrated only on an individual basis and not in a class, consolidated, or representative action and that the arbitrator may award relief (including injunctive relief) only on an individual basis. The arbitrator does not have the power to vary these provisions.

(c) Choice of Law and Forum; No Jury Trial. If for any reason a Dispute proceeds in court: (i) you and  Ecentivs agree that any Dispute may only be instituted in the United Kingdom; (ii) you and Ecentivs irrevocably consent and submit to the exclusive personal jurisdiction and venue of such courts for resolution of such Disputes; and (iii) you and  Ecentivs agree to waive any right to a trial by jury. You and Ecentivs agree that the laws of Singapore, without regard to principles of conflicts of law, will govern this Dispute Agreement and any Disputes.

(d) Injunctive Relief. Notwithstanding anything to the contrary in this Dispute Agreement, either party may bring suit in court seeking an injunction or other equitable relief arising out of or relating to the infringement of a party’s intellectual property, or any illegal or intentional act affecting the accessibility, functionality, or the security of the App/Site, and/or any illegal or intentional act against your interests or the general business interests of Ecentivs.

(e) Severability. With the exception of Section 24(b) above, if any part of this Section 24 is ruled to be unenforceable, then the balance of this Section 24 shall remain in full effect and construed and enforced as if the portion ruled unenforceable were not contained herein. If Section 24(b) above is ruled to be unenforceable, then Section 24(a) shall be deemed unenforceable, but the rest of Section 24 shall remain in full effect.

  1. Licenses and Attributions

(a) The images used in the App/Site was designed, created and used by Ecentivs under the Agency license. All creative efforts in respect of the design and creation are hereby attributed to Rewardsley.

  1. Additional Disclosures

No waiver by either you or Ecentivs of any breach or default or failure to exercise any right allowed under these Terms of Use is a waiver of any preceding or subsequent breach or default or a waiver or forfeiture of any similar or future rights under our Terms of Use. The section headings used herein are for convenience only and shall be of no legal force or effect. If a court of competent jurisdiction holds any provision of our Terms of Use invalid, such invalidity shall not affect the enforceability of any other provisions contained in these Terms of Use, and the remaining portions of our Terms of Use shall continue in full force and effect.

You are contracting with S4eco Limited Correspondence should be directed to: info@s4eco.com

The provisions of these Terms of Use apply equally to, and are for the benefit of, Ecentivs, its subsidiaries, affiliates, Merchants, and its third-party content providers and licensors, and each shall have the right to assert and enforce such provisions directly.

 

Client Terms of Use

ECENTIVS LOYALTY REWARDS TERMS OF USE

IF YOU ARE AN APP USER, YOUR TERMS OF USE ARE DESCRIBED IN THE SECTION TITLED “ECENTIVS LOYALTY REWARDS CUSTOMER TERMS OF USE”

These Terms of Use (“Terms” or “Terms of Use”) govern your use of the digital loyalty stamp card platform (the “Platform”) provided by S4ECO Ltd. (“Ecentivs”, “us”, “our”, and “we”), and applies to all businesses or persons who joins a loyalty program through our clients, or purchase a gift card and access the services at Ecentivs dashboard/signup (“Dashboard”), who use the Client’ Customer App at https://rewardsly.io/members/clientlogin (“Client App”), who enrol customers through the Ecentivs IOS/Android app and/or webapp (collectively, the “Customer App”). Customers enrolled in programs you have created on the Platform are herein after referred to as your “Customers” or your “Members”.

Terms and conditions applicable for the use of Customer data and Merchant data are governed by our Privacy Policy which you can find at https:/ecentivs.com/privacy

By using the Platform, you agree to these Terms of Use and our Privacy Policy.

  1. PRICING

1.1 Pricing

Access to the Platform and services is provided on a monthly subscription basis at the rates specified from time to time on our website at ecentivs.com/loyalty-program-pricing. Rates and timing of payments for Custom Stamp Programs are agreed on a case-by-case basis.

We reserve the right to modify the subscription price for our services at any time, and will endeavor to provide you with reasonable notice prior to any scheduled price adjustments.

1.2 Free Trial

You are entitled to a 30-day free trial period (“Free Trial”). Your Free Trial commences upon subscribing  to a plan for loyalty rewards and e-digital card.

We reserve the right to amend the Free Trial period at any time.

  1. MONTHLY SUBSCRIPTION

Your subscription will commence after the Free Trial period has ended. Specifically, your subscription will commence the day after your Free Trial ends, following which you will be billed on the 1st day of each month.

So, for example, if you start your Free Trial on January 15, your Free Trial will end on February 14. Your first bill will be issued on February 15 and will apply for the period between February 15 to February 28 (i.e. a partial month). You will receive your second bill on March 1 for the period March 1 to March 31 (i.e. a full month).

  1. BILLING & PAYMENT

Once your subscription has commenced you will be billed on a monthly basis on the 1st day of each calendar month.

Subscription fees are paid monthly in advance. Your first bill will reflect any partial month of service provided in the month in which your Free Trial ended, plus the immediately following full month of service. Your second bill will reflect only a single month of service.

All billing is handled by Stripe. You consent to the release of your credit card details to Stripe for purposes of processing payment transactions to Ecentivs. Your credit card details are not stored with Ecentivs.

  1. CANCELLATION POLICY

4.1 Cancellation at Will

You may cancel your subscription at any time. Cancelling subscription will deactivate your account and your Ecentivs service at the end of the month.

If you cancel subscription during your Free Trial period, your credit card will not be charged.

If you cancel your subscription after your Free Trial but before the first full billing cycle commences (i.e. the 1st of the month), you will only be charged for the number of days between the end of your Free Trial and the first billing cycle (i.e. a partial month).

If you cancel your subscription after your Free Trial, and after the 1st full billing cycle has commenced, you will not be charged again.

4.2 Refund Policy

Any subscription fees paid to Ecentivs in any prior billing cycle, whether for full or partial months, are non-refundable.

Your account remains active until the end of the month you are in.

4.3 Program Access Upon Cancellation

When you cancel your service with Ecentivs, your program will still remain active until the end of the billing cycle.

It is your responsibility to inform your customers that you may or may not continue to honour the terms of your program during this time.

When your account has been fully deactivated at the end of the billing cycle, your customers will no longer be able to access their stamp cards, earned stamps, promotions or earned rewards.

It is your responsibility to inform your customers how you may or may not compensate them for the loss of their program benefits or promotional rewards.

4.4 Involuntary Cancellation

Your account will automatically be deactivated for non-payment of the subscription price. We also reserve the right to cancel your account for any reason.

4.5 Removal of Data

Ecentivs shall not be obligated to delete or remove Merchant or Customer data upon cancellation of your account although you may request for us to do so. The decision to remove such information remains at the discretion of Ecentivs.

4.6 Account Reactivation

You may reactivate your account by uploading payment information to your Dashboard and settling any unpaid payments. Account reactivation is generally processed within 48 hours

  1. USE OF BRAND ASSETS

You agree that all of your trademarks, trade names, images and logos uploaded to our Platform (“Brand Assets”) are provided to us with your express consent that Ecentivs may utilize, modify and edit the Brand Assets as we think fit in order to display such Brand Assets on our Platform to provide the Services (as defined below).

  1. SERVICES

6.1 Scope of Services

The Ecentivs Loyalty Basic and Loyalty Plus+ and Custom Gift Card subscription plans shall include the following services (“Services”):

(a) Stamp card with mid-tier rewards

Once a digital stamp card has been activated, your customers will immediately receive your card with your specified rewards. You will not be able to edit a stamp program once it has been activated. To change details of your stamp program, the stamp card will have to be deactivated your and activate a new one. Please note that customers who have received an old stamp card prior to its deactivation will retain this card until they have completed the stamp card cycle. It is your responsibility to inform your customers that your program has been amended and whether you may or may not honor the terms of the deactivated stamp card.

(b) Unlimited loyalty member numbers

There is no limit to the number of members you may signup to your loyalty program under your plan.

(c) A maximum of 4 store locations

You are entitled to create a maximum of 4 store locations from your Dashboard.

(d) Airdrop promotions with push notifications

You may create airdrop campaigns that will send promotions to all app users within a 300 meter radius of each of your active store locations. Please note that app users must enable location permissions in order to trigger an airdrop on their phone. A push notification with reward details and your merchant name will be sent to users who receive an airdrop.

(e) Welcome rewards

You may create welcome rewards that will be issued to all customers who join your program.

(f) View customer names & email addresses

You may view the first name, last name, and email addresses of your members from your Dashboard. The terms and conditions governing the ownership and use of this data during and after your service with Ecentivs is governed by our Privacy Policy which you should read in detail.

Please note that some users who sign in with Apple ID will provide a private-relay email address that masks a user’s personal email address. While sending emails to this private-relay email address is stated by Apple to reach the user, the private relay address is not owned or held by your customer, but is an alias address used by Apple to protect customer privacy.

(g) Joining QR Codes & Joining Weblinks

You may print your Joining QR code and Joining Weblink to be displayed in-store or online for purposes of directing your audience to your stamp program on the Customer App.

(h) Table Displays, Flyers, and Sticker Labels

We have included Table Displays, Promotion Flyers, and Sticker Labels from our templates in your plan. If you wish to design your own Table Displays, you may do so by adding .svg format of your Joining QR code. If you wish to design your own Flyers, you may do so by affixing individual sticker labels onto your printed designs.

(i) Gift Card Rewards

All Gift cards that you issue may be gifted by the buyer to other users of the Customer App. You must honor the terms of any rewards that have been transferred to other users in this manner.

(j) Buying and Selling Gift Cards

All Gift Cards that you issue may be purchased or sold on the marketplace by other users of the Customer App. You must honor the terms of any rewards that have been purchased by other users from the marketplace in this manner.

6.2 Changes to Services

Ecentivs reserves the right to change the scope of services provided to you at any time and without notice.

6.3 Staff Errors and Fraud

The issuance of stamps, validation of rewards and the registration of new members to your program must be done manually by you and your staff by:

(a) accessing your dashboard into the Customer App; for Loyalty Reward Basic contact Ecentivs team

(b) showing your “Add Stamp QR Code” to customers; and/or

(c) accessing member accounts through the Merchant Companion App as an authorized company user

(the above methods, collectively the “Validation Methods”).

We do not accept responsibility for any staff errors, mishandling, or misuse of the Validation Methods that may occur from use of the Platform, including, but not limited to, the intentional or unintentional disclosure of passwords, usernames, PIN Codes, Add Stamp QR Codes, or the theft or fraudulent use of the same, that may result in the award of stamps and other program benefits against your program terms and conditions.

  1. CONTENT AND ACCEPTABLE USAGE

We reserve the right to terminate service at any time for breach of these Terms, or for the unauthorized use of our services.

You may not use our services for the sale or promotion of:

(a) illegal or illicit drugs;
(b) pornographic materials
(c) military-grade automatic weapons
(d) products or services that incite violence, hatred or racism
(e) other products or services deemed unacceptable by Ecentivs

  1. DISCLAIMER ON OUTAGES AND BUGS

While we try to ensure consistent and reliable service, providing a digital service like Ecentivs requires the proper functioning and maintenance of a large number of highly complex digital services and software libraries. From time to time these services may be unavailable due to bugs, resource overload, or routine maintenance.

In such event, your customers may be unable to access their loyalty reward program or gift card program, and you may not be able to signup customers with our QR codes and weblinks. While we will attempt to mitigate disruption to your services, we cannot guarantee that interruptions will occur.

  1. MISCELLANEOUS PROVISIONS

IF YOU DO NOT AGREE TO THESE TERMS OF USE, IMMEDIATELY STOP USING THE PLATFORM AND DO NOT USE ANY ECENTIVS SERVICE.

PLEASE REVIEW THE FOLLOWING SECTIONS OF THESE TERMS OF USE CAREFULLY: (A) DISPUTE RESOLUTION/ARBITRATION AGREEMENT, INCLUDING THE CLASS ACTION WAIVER DESCRIBED THEREIN, (B) LIMITATION OF LIABILITY, AND (C) INDEMNIFICATION/RELEASE.

9.1 Ownership of the Platform

The Platform, any content on the Platform, and the infrastructure used to provide the Platform are own by us. By using the Platform and accepting these Terms of Use:

(a) Ecentivs grants you a limited, personal, non-transferable, nonexclusive, revocable license to use the Platform pursuant to these Terms of Use and to any additional terms and policies set forth by Ecentivs; and

(b) you agree not to reproduce, distribute, create derivative works from, publicly display, publicly perform, license, sell, or re-sell any content, software, products, or services obtained from or through the Platform without the express permission of Ecentivs.

9.2. Use of the Platform

As a condition of your use of the Platform, you agree that:

  • You have reached the age of majority in the state or province in which you reside;
  • You are able to create a binding legal obligation;
  • You are not barred from receiving products or services under applicable law;
  • You will not attempt to use the Platform with crawlers, robots, data mining, or extraction tools or any other functionality;
  • Your use of the Platform will at all times comply with these Terms of Use;
  • You will only provide legitimate rewards that comply with the letter and spirit of the terms of the respective rewards;
  • You have the right to provide any and all information you submit to the Platform, and all such information is accurate, true, current, and complete;
  • You will update and correct information you have submitted to the Platform and ensure that it is accurate at all times (out-of-date information will invalidate your account); and,

9.3. Access to the Platform

Ecentivs retains the right, at our sole discretion, to deny service or use of the Platform or an account to anyone at any time and for any reason. While we use reasonable efforts to keep the Platform and your account accessible, the Platform and/or your account may be unavailable from time to time. You understand and agree that there may be interruptions in service or events, Platform access, or access to your account due to circumstances both within our control (e.g., routine maintenance) and outside of our control.

9.4. Modification

We reserve the right at all times to discontinue or modify any part of these Terms of Use in our sole discretion. If we make changes that affect your use of the Platform or our services we will post notice of the change on the Terms of Use page. Any changes to these Terms of Use will be effective upon our posting of the notice.

If you do not agree to the changes, you may close your account and you should not use the Platform or any services offered through the Platform after the effective date of the changes.

We suggest that you revisit our Terms of Use regularly to ensure that you stay informed of any changes. You agree that posting notice of any changes on the Terms of Use page is adequate notice to advise you of these changes, and that your continued use of the Platform or our services will constitute acceptance of these changes and the Terms of Use as modified.

9.5. Your Account

You may only create and hold one account on the Platform for your business use and must register using a valid credit card.

You are responsible for updating and correcting information you have submitted to create or maintain your account. As part of your account settings, you have the option to save or edit personal information, including, without limitation, a valid credit card.

You understand and agree that Ecentivs shall have no responsibility for any incident arising out of, or related to, your account settings. You must safeguard your password and supervise the use of your account. You are solely responsible for maintaining the security of your account and maintaining settings that reflect your preferences. We will assume that anyone using the Platform or transacting through your account is you. You agree that you are solely responsible for any activity that occurs under your account.

Your account is non-transferrable. You cannot sell, combine, or otherwise share it with any other person.

Any violation of these Terms of Use, including, without limitation, failure to maintain updated and correct information about your account (e.g., valid credit card information) will cause your account to fall out of good standing and we may cancel your account in our sole discretion.

If your account is cancelled, you may forfeit any pending, current, or future account credits, and any other forms of unredeemed value in your account without notice.

Upon termination, the provisions of these Terms of Use that are, by their nature, intended to survive termination (e.g., any disclaimers, all limitations of liability, and all indemnities) shall survive. We also reserve the right to change or discontinue any aspect or feature of our services or the Platform, including, without limitation, requirements for use.

9.6. Your Conduct

All interactions on the Platform must comply with these Terms of Use. To the extent your conduct, in our sole discretion, restricts or inhibits any other user from using or enjoying any part of the Platform, we may limit or terminate your privileges on the Platform and seek other remedies, including, without limitation, cancellation of your account or forfeiture of any forms of unredeemed value in your account.

The following activities are prohibited on the Platform and constitute violations of these Terms of Use:

  • Engaging in or attempting to engage in:

◦ the re-sale or re-marketing, for profit, of any of the Services provided by the Platform under your own name or the name of another;

◦ holding out to be a partner or affiliate of Ecentivs for the purposes of re-selling or remarketing the Services provided by the Platform under your own name or the name of another;

  • Submitting any content to the Platform that:

◦ Violates applicable laws (including, without limitation, intellectual property laws, laws relating to rights of privacy and rights of publicity, and laws related to defamation);

◦ Contains personal information, except when we expressly ask you to provide such information;

◦ Contains viruses or malware;

◦ Offers unauthorized downloads of any copyrighted, confidential, or private information;

◦ Has the effect of impersonating others;

◦ Contains messages by non-spokesperson employees of Ecentivs purporting to speak on behalf of Ecentivs or provides confidential information concerning Ecentivs;

◦ Contains chain letters of any kind;

◦ Is purposely inaccurate, commits fraud, or falsifies information in connection with your Ecentivs account or to create multiple Ecentivs accounts; or

◦ Is protected by copyright, trademark, or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right.

  • Attempting to do or actually doing any of the following:

◦ Accessing data not intended for you, such as logging into a server or an account which you are not authorized to access;

◦ Scanning or monitoring the Platform for data gathering purposes in an effort to track sales, usage, aggregate offering information, pricing information, or similar data;

◦ Scanning or testing the security or configuration of the Platform or breaching security or authentication measures; or

◦ Interfering with service to any user in any manner, including, without limitation, by means of submitting a virus to the Platform or attempting to overload, “flood,” “spam,” “mail bomb,” or “crash” the Platform.

  • Using any of the following:

◦ Frames, framing techniques, or framing technology to enclose any content included on the Platform without our express written permission;

◦ Any Platform content, including, without limitation, User Content (defined below), in any meta tags or any other “hidden text” techniques or technologies without our express written permission;

◦ The Platform or any of its contents to advertise or solicit, for any commercial, political, or religious purpose or to compete, directly or indirectly, with Ecentivs; or

◦ The Platform or any of its resources to solicit consumers, Merchants, or other third-parties to become users or partners of other online or offline services directly or indirectly competitive or potentially competitive with Ecentivs.

  • Engaging in any of the following:

◦ Tampering or interfering with the proper functioning of any part, page, or area of the Platform or any functions or services provided by Ecentivs;

◦ Taking any action that places excessive demand on our services or imposes, or may impose, an unreasonable or disproportionately large load on our servers or other portion of our infrastructure (as determined in our sole discretion);

◦ Reselling or repurposing your access to the Platform or any purchases made through the Platform;

◦ Accessing, monitoring, or copying any content from the Platform using any “robot,” “spider,” “scraper,” or other automated means or any manual process for any purpose without our express written permission;

◦ Violating the restrictions in any robot exclusion headers on the Platform or bypassing or circumventing other measures employed to prevent or limit access to the Platform;

◦ Deep-linking to any portion of the Platform without our express written permission;

◦ Hyperlinking to the Platform from any other website without our initial and ongoing consent; or

◦ Acting illegally or maliciously against the business interests or reputation of Ecentivs, our Merchants, or our services.

9.7. Your Privacy

Ecentivs take the privacy of your Personal Information (defined in the Privacy Statement) seriously. We encourage you to carefully review our Privacy Statement for important disclosures about ways that we may collect, use, and share personal data and your choices. Our Privacy Statement is incorporated in and subject to these Terms of Use.

9.8. Copyright and Trademarks

The Platform contains copyrighted material, trademarks, and other proprietary information, including, without limitation, text, software, photos, video, graphics, music, and sound, and the entire contents of the Platform are protected by copyright, trademark, and other intellectual property laws of the United Kingdom, the European Union, and the United State of America.

Ecentivs retains the ownership of  copyright in the selection, coordination, arrangement, and enhancement of such content, as well as in the content original to it. You may not modify, distribute, publish, transmit, publicly display, publicly perform, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part.

Except as otherwise expressly stated under copyright law, no downloading, copying, redistribution, retransmission, publication, or commercial exploitation of the content without the express permission of Ecentivs or the copyright owner is permitted. If downloading, copying, redistribution, retransmission, or publication of copyrighted material is permitted, you will make independent attribution and/or make no changes in or deletion of any author attribution, trademark legend, or copyright notice. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material. Any violation of these restrictions may result in a copyright, trademark, or other intellectual property right infringement that may subject you to civil and/or criminal penalties.

Ecentivs owns trademarks, registered and unregistered, in many countries and “ECENTIVS,” the Ecentivs logos and variations thereof found on the Platform are trademarks owned by S4ECO Limited. or its related entities and all use of these marks inures to the benefit of Ecentivs. “ECENTIVS” is a trademark registered in the following countries: the United Kingdom.

Other marks on the site not owned by Ecentivs may be under license from the trademark owner thereof, in which case such license is for the exclusive benefit and use of Ecentivs unless otherwise stated, or may be the property of their respective owners. You may not use Ecentivs’ name, logos, trademarks or brands, or trademarks or brands of others on the Platform without Ecentivs’ express permission.

9.10. Unsolicited Ideas

We do not accept or consider, directly or through any Ecentivs employee or agent, unsolicited ideas of any kind, including, without limitation, ideas or suggestions relating to new or improved products, enhancements, names or technologies, advertising and marketing campaigns, plans, or other promotions.

Do not send us (or any of our employees) any unsolicited ideas, suggestions, material, images, or other work in any form (“Unsolicited Materials”). If you send us Unsolicited Materials, you understand and agree that the following terms will apply, notwithstanding any cover letter or other terms that accompany them:

  • Ecentivs has no obligation to review any Unsolicited Materials, nor to keep any Unsolicited Materials confidential; and
  • Ecentivs will own, and may use and redistribute, Unsolicited Materials for any purpose without restriction and free of any obligation to acknowledge or compensate you.

9.11. Infringement Reporting Procedures and Digital Millennium Copyright Act (DMCA) Procedures

  • Infringement Reporting Procedures. If you own copyright, trademark, patent, or other intellectual property rights (“IP Rights Owner”), or if you are an agent authorized to act on the IP Rights Owner’s behalf (“Authorized Agent”), and you have a good faith belief that material or products on the Platform infringe the IP Rights Owner’s copyright, trademark, or other intellectual property right, and you would like to bring it to Ecentivs’ attention, you can report your concern(s) by submitting your complaint here.
  • DMCA Procedures. Ecentivs reserves the right to terminate your, or any third-party’s, right to use the Platform if such use infringes the copyrights of another. Ecentivs may, under appropriate circumstances and at its sole discretion, terminate your, or any third-party’s, right to access to the Platform, if Ecentivs determines that you are, or a third-party is, a repeat infringer. If you believe that any material has been posted via the Platform by any third-party in a way that constitutes copyright infringement, and you would like to bring it to Ecentivs’ attention, you must provide Ecentivs’ DMCA Agent identified below with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work; (b) an identification of the copyrighted work and the location on the Platform of the allegedly infringing work; (c) a written statement that you have a good faith belief that the disputed use is not authorized by the owner, its agent, or the law; (d) your name and contact information, including, without limitation, telephone number and email address; and (e) a statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.

The contact information for Ecentivs’ DMCA Agent for notice of claims of copyright infringement is: info@ecentivs.com.

  1. DISCLAIMER OF WARRANTY

AS PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY AGREE THAT USE OF THE PLATFORM IS AT YOUR SOLE RISK. NEITHER ECENTIVS, NOR ITS SUBSIDIARIES OR AFFILIATES OR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, WARRANT THAT USE OF THE PLATFORM WILL BE UNINTERRUPTED, SECURE, VIRUS-FREE, OR ERROR FREE, NOR DO THEY MAKE ANY WARRANTY AS TO:

(A) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PLATFORM, OR

(B) THE ACCURACY, COMPLETENESS, OR RELIABILITY OF(I) THE CONTENT ON THE PLATFORM, OR (II) DESCRIPTIONS OF MERCHANT REWARDS OR CARDS.

THE PLATFORM AND ALL CONTENT AND OTHER INFORMATION CONTAINED ON THE PLATFORM, MERCHANT REWARDS AND PRIZES ACCESSIBLE OR AVAILABLE THROUGH THE PLATFORM, ARE MADE ACCESSIBLE OR AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE EXTENT ALLOWED BY APPLICABLE LAW, ECENTIVS HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, AS TO THE OPERATION OF THE PLATFORM OR THE CONTENT OR OTHER INFORMATION CONTAINED ON THE PLATFORM, INCLUDING, WITHOUT LIMITATION, THOSE OF TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, MERCHANTABILITY, SUITABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE OR COURSE OF DEALING.

  1. LIMITATION OF LIABILITY

11.1 EXCLUSION

AS PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ECENTIVS, ITS SUBSIDIARIES OR AFFILIATES OR ANY OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, MERCHANTS, PARTNERS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE FOR ANY DIRECT OR INDIRECT LOST PROFITS OR LOST BUSINESS DAMAGES, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH THE SERVICES PROVIDED BY US OR YOUR USE OF THE PLATFORM.

11.2 TIME LIMIT

ECENTIS SHALL NOT BE LIABLE FOR ANY CLAIM UNLESS IT RECEIVES A WRITTEN NOTICE FROM YOU CONTAINING SPECIFIC DETAILS OF THE CLAIM INCLUDING YOUR ESTIMATE (ON A WITHOUT PREJUDICE BASIS) OF THE AMOUNT OF SUCH CLAIM WITHIN 60 DAYS OF THE OCCURRENCE OF EVENT GIVING RISE TO THE CLAIM.

11.3 DE MINIMUS

ECENTIVS SHALL NOT BE LIABLE FOR ANY CLAIM UNLESS THE AGGREGATE AMOUNT OF ALL CLAIMS EXCEEDS A MINIMUM OF UK£2,000.

11.4 TOTAL LIABILITY

THE AGGREGATE AMOUNT OF THE LIABILITY OF ECENTIVS FOR ALL CLAIMS SHALL NOT EXCEED THE TOTAL SUBSCRIPTION PRICE PAID BY YOU DURING THE TERM OF SERVICE.

  1. ELECTRONIC COMMUNICATIONS

When you use the Platform or send emails to Ecentivs, you are communicating with us electronically and consent to receive electronic communications related to your use of the Platform. We will communicate with you by email or by posting notices on the Platform. You agree that all agreements, notices, disclosures, and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing. Notices from us will be considered delivered to you and effective when sent to the email address you provide on the Platform or from which you otherwise email us.

  1. INDEMNIFICATION/RELEASE

13.1 Scope of Indemnification/Release

You agree to defend, indemnify, and hold harmless Ecentivs, its subsidiaries and affiliates, and their respective directors, officers, employees and agents (the “Flex Group”) from and against any claims, loss, cost or damage, whether direct, indirect or consequential, including damage or impairment to your brand or reputation, and including, without limitation, attorneys’ fees, arising out of, related to, or in connection with any of the following:

(a) Deactivation of Your Account

The cancellation of service with us, or the deactivation of your account for any reason, that may result in customers losing access to your program and the subsequent loss of stamps, rewards, and other program benefits.

(b) Unauthorized Issuance of Program Benefits

The intentional, unintentional or negligent misuse of your Merchant PINs, Add Stamp QR Codes, Dashboard or Companion App usernames, emails or passwords that may result in the unauthorized issuance of stamps, rewards or other benefits against the terms of your program.

(c) Service Outages

Planned or unplanned service outages that result in interruption to the services normally provided by the Platform, Dashboard, Companion App or Customer App.

(d) Modification of Services

Any modification to the features and services provided by the Platform, Dashboard, Companion App or Customer App.

(e) Data Theft

Any theft or loss of your account and membership data by unauthorized personnel, due to your negligence or improper use of the Platform.

(f) Loss of Data

Any loss of data that occurs through any unforeseen hacks or outages to our Platform.

(g) Third Party Claims

Any claims by third parties for whatever reason, including, but not limited to claims arising from:

(i) your failure to honour any reward for whatever reason
(ii) your modification of your stamp card
(iii) your deactivation of your stamp card
(iv) the removal of stamps from member stamp cards
(v) your editing of reward benefits and terms
(vi) your editing of the Fine Print regarding reward eligibility and use
(vii) your removal or expiry of rewards from member accounts

and, if you are a Group Host and are using the Platform with any client, third party business, partner, subsidiary, franchisee, affiliate (“Merchant Subsidiary”), any claim by any Merchant Subsidiary for whatever reason, including, but not limited to claims arising from:

(viii) your failure or negligence in resolving operational issues
(ix) your failure or negligence in resolving reimbursement of reward benefits
(xi) your failure or negligence to manage and issue prize rewards
(xii) your failure to deliver improved commercial results for Merchant Subsidiaries

(h) Misuse of Platform

Any use of the Platform with the intention to commit fraud, or any use of the Platform in violation of any applicable law or rights of a third-party in any jurisdiction.

(i) The Sale or Misuse of Customer Data

Any sale or misuse of your Customer data to any third party without the express written consent of each of your Customers, or the failure to delete Customer data upon the request of the Customer.

(j) Reselling of Services

Any direct or indirect use, re-packaging or re-marketing of any of our Services.

  1. FORCE MAJEURE

Ecentivs shall be excused from performance under these Terms of Use, to the extent it is prevented or delayed from performing, in whole or in part, as a result of an event or series of events caused by or resulting from: (a) weather conditions or other elements of nature or acts of God; (b) acts of war, acts of terrorism, acts of cyber-terrorism, insurrection, riots, civil disorders, or rebellion; (c) quarantines or embargoes; (d) labor strikes; (e) error or disruption to major computer hardware or networks or software failures; (f) state-sponsored hacking, viruses, ransomare or malware; or (g) other causes beyond the reasonable control of Ecentivs.

  1. ASSIGNMENT

You may not assign these Terms of Use, or any rights, benefits, or obligations hereunder, by operation of law or otherwise, without the express written permission of Ecentivs. Any attempted assignment that does not comply with these Terms of Use shall be null and void. Ecentivs may assign these Terms of Use, in whole or in part, to any third-party in its sole discretion.

  1. ENTIRE AGREEMENT

The Terms of Use, including, without limitation, the Privacy Policy, and other terms incorporated by reference, constitute the entire agreement and understanding between you and Ecentivs with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written, between you and Ecentivs with respect to such subject matter.

  1. CHOICE OF LAW

Any disputes arising out of or related to these Terms of Use and/or any use by you of the Platform or Ecentivs’ services shall be governed by the laws of the United Kingdom, without regard to its choice of law rules and without regard to conflicts of laws principles.

Ecentivs and you specifically disclaim the application of the United Nations Convention on Contracts for the International Sale of Goods as that Convention may be incorporated into applicable law.

  1. DISPUTE RESOLUTION / ARBITRATION AGREEMENT

(a) Binding Arbitration. Except as specifically stated herein, any dispute or claim between you and Ecentivs and/or its subsidiaries, affiliates, and/or any of their respective members, officers, directors, and employees (all such entities collectively referred to herein as the “Ecentivs Entities”) arising out of, relating in any way to, or in connection with the Terms of Use, the Platform or your use of the Platform or your Personal Information (“Dispute(s)”) shall be resolved exclusively by final, binding arbitration. By virtue of this Dispute Agreement (defined below), you and Ecentivs are each giving up the right to go to court and have a Dispute heard by a judge or jury (except as otherwise set forth in this Section 18(a) or Section 18(d)). The provisions of this Section 18 shall constitute your and Ecentivs’ written agreement (“Dispute Agreement”) to finally resolve Disputes by arbitration administered by the London Court of International Arbitration (LCIA)  in accordance with the Arbitration Rules of the  London Court of International Arbitration (LCIA) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of arbitration shall be London, United Kingdom. The Tribunal shall consist of one arbitrator. The language of arbitration shall be English.

You agree that all issues are for the arbitrator to decide. This includes all issues related to the scope, application, interpretation and enforceability of this Agreement and this arbitration provision. The arbitrator shall also decide whether any claim is subject to arbitration.

(b) No Class Action Matters. We each agree that we shall bring any Dispute against the other in our respective individual capacities and not as a plaintiff or class member in any purported class, representative proceeding or as an association. In addition, we each agree that Disputes shall be arbitrated only on an individual basis and not in a class, consolidated, or representative action and that the arbitrator may award relief (including injunctive relief) only on an individual basis. The arbitrator does not have the power to vary these provisions.

(c) Choice of Law and Forum; No Jury Trial. If for any reason a Dispute proceeds in court: (i) you and Ecentivs agree that any Dispute may only be instituted in the United Kingdom; (ii) you and Ecentivs irrevocably consent and submit to the exclusive personal jurisdiction and venue of such courts for resolution of such Disputes; and (iii) you and Ecentivs agree to waive any right to a trial by jury. You and Ecentivs agree that the laws of United Kingdom, without regard to principles of conflicts of law, will govern this Dispute Agreement and any Disputes.

(d) Injunctive Relief. Notwithstanding anything to the contrary in this Dispute Agreement, either party may bring suit in court seeking an injunction or other equitable relief arising out of or relating to the infringement of a party’s intellectual property, or any illegal or intentional act affecting the accessibility, functionality, or the security of the Platform, and/or any illegal or intentional act against your interests or the general business interests of Ecentivs.

(e) Severability. With the exception of Section 18(b) above, if any part of this Section 18 is ruled to be unenforceable, then the balance of this Section 18 shall remain in full effect and construed and enforced as if the portion ruled unenforceable were not contained herein. If Section 18(b) above is ruled to be unenforceable, then Section 18(a) shall be deemed unenforceable, but the rest of Section 18 shall remain in full effect.

  1. LICENSES AND ATTRIBUTIONS

(a) The images and icons used in the Platform are used by Ecentivs under the Creative Commons CCBY license. All creative efforts in respect of the design and creation of website hereby attributed to internetmedia.com

  1. ADDITIONAL DISCLOSURES

No waiver by either you or Ecentivs of any breach or default or failure to exercise any right allowed under these Terms of Use is a waiver of any preceding or subsequent breach or default or a waiver or forfeiture of any similar or future rights under our Terms of Use. The section headings used herein are for convenience only and shall be of no legal force or effect. If a court of competent jurisdiction holds any provision of our Terms of Use invalid, such invalidity shall not affect the enforceability of any other provisions contained in these Terms of Use, and the remaining portions of our Terms of Use shall continue in full force and effect.

You are contracting with S4eco Limited. T/A “Ecentivs” Correspondence should be directed to: legal@s4eco.com or info@ecentivs.com

The provisions of these Terms of Use apply equally to and are for the benefit of, Ecentivs, its subsidiaries, and its affiliates, and each shall have the right to assert and enforce such provisions directly.