Reward Sciences

Reward Sciences (“Reward Sciences”) is a company that operates a “Reward Platform” to enable businesses to grow, engage and monetize their Consumers and to engage with Employees (“Participants”) with communications, performance and purchasing incentives.

1. Permitted Uses (“End-Use”)

Reward Sciences provides an interactive online service consisting primarily of the purchase, accrual and redemption of a virtual currency, ("Points") through ("Accrual Partners") and ("Redemption Partners"), (collectively "Partners"). Points may be awarded from Accrual Partners to Points Program account holders and redeemed for goods and services, (collectively "Experiences") supplied from Redemption. As a condition of your use of the Reward Platform, you agree that:

• You are acting on behalf of your “Organization” (“You”) and have the authority to enter it into a binding legal obligation
• Your use of the Reward Platform will at all times comply with the terms of this Agreement.

If You elect to create an account You further agree that:

• You may create only one account for your professional business use;
• You must safeguard your password and supervise the use of the account, and understand and agree that You are responsible for its own use and the use of the account by anyone You allow to access it.
• Any information submitted to the Reward Platform is accurate, true, current and complete.

You may only use the Reward Platform in line with Your normal business practice and excluding any practice which is illegal or considered inappropriate to high moral standards. You may only use the Reward Platform as a means to reward and incentivize Participants for behavior, performance and purchasing activity which benefits Your business.

2. Territory

The Reward Platform is offered only within the United States of America (“Territory”) for use in-line with the End-Use except where prohibited or restricted by law whereupon its use will be prohibited.

3. Reward Platform Availability

You acknowledge that there may be interruptions in service or events that are beyond Reward Sciences’s control. While Reward Sciences uses reasonable efforts to keep the Reward Platform accessible, it may be unavailable from time to time for any reason including, without limitation, routine maintenance. Reward Sciences retains the right, at its sole discretion, to deny service or access to the Reward Platform to anyone or any account, at any time and for any reason

4. Reward Platform Ownership

The content and information on the Reward Platform, as well as the infrastructure used to provide both, is proprietary to Reward Sciences or its Partners. You agree not to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell any information, software, products or services obtained from or through the Reward Platform.

5. Transmission of Information

You acknowledge that Reward Sciences does not control the security of the Internet or other networks You use to access the Reward Platform or communicate with Reward Sciences and therefore Reward Sciences is not responsible for the security of information that You choose to communicate with Reward Sciences and the Reward Platform while it is being transmitted. In addition, Reward Sciences is not responsible for any data lost during transmission.

6. Reward Platform Conduct

The Reward Platform is private property. All interactions on the Reward Platform must be lawful and must comply with these Terms of Use. In the event Your conduct, as judged by Reward Sciences in its sole discretion restricts or inhibits any other user from using or enjoying any part of the Reward Platform, Reward Sciences may limit Your privileges on the Reward Platform and seek other remedies. The following activities are prohibited on the Reward Platform and constitute express violations of this Agreement that may result in suspension or termination of Your use of this Reward Platform.

• Submitting any purposely inaccurate information, committing fraud or falsifying information in connection with your Points account or in order to create multiple Points accounts;
• Attempting to, or actually accessing data not intended for You, such as logging into a server or an account which You are not authorized to access;
• Attempting to scan, or test the security or configuration of the Reward Platform or to breach security or authentication measures without proper authorization;
• Tampering or interfering with the proper functioning of any part, page or area of the Reward Platform and any and all functions and services provided by Reward Sciences;
• Attempting to interfere with service to any user in any manner, including, without limitation, by means of submitting a virus to our Reward Platform, or attempts at overloading, “flooding”, “spamming”, “mail bombing” or “crashing” the Reward Platform;
• Using the Reward Platform or any of its resources to solicit Reward Platform End Users or Partners to become users or partners of other online or offline services directly or indirectly competitive or potentially competitive with Reward Sciences, including without limitation, aggregating current or previously offered experiences or merchandise;
• Accessing, monitoring or copying any content or information from this Reward 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 this Reward Platform or bypassing or circumventing other measures employed to prevent or limit access to this Reward Platform;
• Taking any action that places excessive demand on Reward Sciences’s services, or imposes, or may impose an unreasonable or disproportionately large load on the servers or other portion of infrastructure (as determined in Reward Sciences’s sole discretion);
• Acting illegally or maliciously against the business interests or reputation of Reward Sciences or its Partners;

7. Creating a Points Account

Reward Sciences, in its sole discretion, may determine eligibility for a Points account and may terminate and reclaim any earned points from any account registered to a user or an account not meeting the above criteria. Your Points account is non-transferrable and may not be sold, combined or otherwise shared with any other person or organization. If you violate any of these limitations we may terminate your account and, without limitation, You may forfeit any pending, current or future Points credits and any unredeemed Points in Your account. If Reward Sciences terminates Your account, You may not re-enrol or join under a new account unless Reward Sciences formally invites You. If You commit fraud or falsify information in connection with Your use of the Reward Platform or in connection with Your Points account, Your account will be terminated immediately and Reward Sciences reserves the right to hold You liable for any and all damages that Reward Sciences suffers, and to pursue legal action through relevant local and national law enforcement authorities.

8. Acquiring Points

You may use the Reward Platform to acquire Points using Your Credit Card, and they will be credited to Your account as soon as the Credit Card processing transaction is complete. In the event of any fraudulent or unlawful use of the Credit Card used to acquire Points, or if Reward Sciences is unable to receive the full value of the transaction or it is cancelled or refunded the transaction will be annulled and the Points removed from Your account. You recognize that this may also involve removing Points from Your Participants’ accounts. Points are not refundable after acquisition.

9. Issuing Points

You are responsible for issuing Points to Your Participants using the Reward Platform Campaigns in the quantities that You define therein at Your sole discretion. Reward Sciences does not accept responsibility for Your errors in creating Campaigns. You may not issue more Points to Your Participants than You have acquired. You are responsible for maintaining a positive balance of Points to cover Your needs and plans. If You run out of Points the Reward Platform will not issue Points to Participants and it will not make historic corrections to the accounts of Participants who were denied Points as a result.

10. Redeeming Points

Points issued to Participants will be eligible for redemption solely within the Reward Platform according to the Participant Terms. Reward Sciences is responsible for and protects You from the full financial cost of any and all redemptions and accepts full, unhindered and sole responsibility for redemption operations and costs in the Reward Platform including but not limited to the selection, quantity and required redemption Points of rewards available. Points may not be redeemed for cash. If a reward becomes unavailable after selection Reward Sciences reserves the right to substitute an equivalent reward. Reward Sciences will permit You to deselect rewards offered on Your Reward Platform redemption pages if You determine that the reward is not suitable or appropriate for Your business however Reward Sciences will not accept responsibility for sourcing alternates.

11. Redemption Terms

Reward Sciences is responsible for maintaining terms and conditions with Your Participants that protect Reward Sciences and You from any and all injuries, illnesses, damages, claims, liabilities and costs suffered by a Participant whether directly or indirectly, in full or in part related to the fulfillment of a reward redemption, and Participants will waive and release You and Reward Sciences, including subsidiaries, affiliates, partners, officers, directors, employees and agents from any liabilities arising from or related to any act or omission of a Redemption Partner in connection with the fulfillment of an reward. Reward Sciences reserves the right to refuse to honor a reward redeemed through the Reward Platform for any reason at its sole discretion after which the Points used to complete that redemption will be credited back to the Participant provided that there has been no breach of this Agreement.

12. Modification of this Agreement

Reward Sciences reserves the right at all times to discontinue or modify any part of this Agreement as deemed necessary. If Reward Sciences makes changes that materially affect Your use of the Reward Platform or Reward Sciences’s services. You will be notified by sending You an email to the email address that is registered with Your account and/or by posting notice of the change on the Reward Platform. Any changes to these Terms will be effective upon posting of notice of the changes on the Reward Platform. Your use of the Reward Platform after the Terms are updated will constitute acceptance of the modified Terms.

13. Websites of Others

The Reward Platform may contain links to websites maintained by other parties. These links are provided solely as a convenience to You or for the purpose of redemption and not because Reward Sciences endorses or has an opinion about the contents on such websites. Reward Sciences expressly disclaims 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.

14. Financial Provisions

Unless explicitly stated otherwise, all monetary figures communicated in this Agreement, in the Reward Platform or in subsequent notices and communications shall be treated as being in US Dollars (“USD”).

15. Termination

Reward Sciences shall have the right to terminate this Agreement and suspend access to the Reward Platform in the event that Reward Sciences considers in its sole discretion that Your conduct to be unacceptable or in the event that You breach this Agreement. Not withstanding the above these Terms will survive the termination of this Agreement.

16. Support

Reward Sciences will provide support to You and Your Participants only in English via the support button on the www.Reward Sciences.com website. Reward Sciences will provide response at the earliest opportunity and aims to respond to each request within 1 working day.

17. Copyright and Trademarks

You shall not do anything which might impair the goodwill of the Principal or the validity of any trade marks used in connection therewith.

You recognize that the execution of the Reward Platform requires or involves the creation or use of data collectively by Reward Sciences, You and the Participants. No party shall acquire ownership of data contributed by any other party, and all parties grant permission for the use of data contributed by themselves to meet the purpose of the intended End-Use. Reward Sciences has the right to utilize all data within the Reward System for analysis, performance monitoring and reporting.

You acknowledge that in regard to the Reward Platform and excluding the fulfilment of Rewards for Participants Reward Sciences has no delivery obligation and will not ship copies of the software programs as part of the Agreement. You agree that You do not acquire under the Agreement any license to use the Reward Platform in excess or outside of the End-Use and/or duration of the Agreement. Upon the end of the agreement or the Agreement, Your right to access or use the Reward Platform or data shall terminate.

18. Submissions

Reward Sciences welcomes comments regarding the Reward Platform. Any comments, feedback, notes, messages, ideas, suggestions or other communications (collectively, “Comments”) sent to Reward Sciences shall be and remain the exclusive property of Reward Sciences. The submission of any such comments shall constitute an assignment to Reward Sciences of all worldwide rights, titles and interests in all copyrights and other intellectual property rights in the Comments. Reward Sciences will be entitled to use, reproduce, disclose, publish and distribute any material submitted for any purpose whatsoever, without restriction and without sharing compensation in any way. Reward Sciences has no obligation to review any Comments.

19. Intellectual Property

Nothing in this Agreement shall give the you any rights in respect of any Intellectual Property used by Reward Sciences in relation to the Reward Platform or of the goodwill associated therewith, and You hereby acknowledge that, except as expressly provided in this Agreement, You shall not acquire any rights in respect thereof and that all such rights and goodwill are, and shall remain, with Reward Sciences.

You and Reward Sciences mutually agree that each may use the other’s trade marks or trade names for the operation of the Reward Platform in the Territory provided that such use is not determined to be detrimental. If You or Reward Sciences believes such use has been detrimental then usage shall immediately cease and the breaching party must use its best endeavours to correct the detriment at their own cost.

Reward Sciences hereby grants You a limited, non-exclusive, non-transferable, non-assignable, and non-sub licensable license to use and display the Reward Platform solely in connection with this Agreement, and for no other purpose. You agree that the Reward Platform is proprietary to Reward Sciences. The Reward Platform is owned and licensed by Reward Sciences and is subject to protection under law. Reward Sciences retains all rights in the Reward Platform. You shall not (and shall not allow any third party to): (i) decompile, disassemble, or otherwise reverse engineer the Reward Platform or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of the Reward Platform by any means whatsoever (except and only to the extent that applicable law prohibits or restricts reverse engineering restrictions); (ii) copy any part of the Reward Platform, create a derivative work of any part of the Reward Platform, or incorporate the Reward Platform into or with other software, except to the extent expressly authorized in writing by Reward Sciences.

20. Force Majeure

For the purposes of this Agreement “Force Majeure” means, in relation to either Party, any circumstances beyond the reasonable control of that Party (including, but not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question).

If any Force Majeure occurs in relation to either Party which affects or may affect the performance of any of its obligations under this Agreement, it shall forthwith notify the other Party as to the nature and extent of the circumstances in question.

Neither Party shall be deemed to be in breach of this Agreement, or shall otherwise be liable to the other, by reason of any delay in performance, or the non-performance, of any of its obligations under, to the extent that the delay or non-performance is due to any Force Majeure of which it has notified the other Party. The time for performance of any obligation so affected shall be extended accordingly.

If the performance by either Party of any of its obligations under this Agreement is prevented or delayed by Force Majeure for a continuous period in excess of 30-days, the other Party shall be entitled to terminate this Agreement by giving written notice to the Party so affected.

21. Disclaimer of Warranty.

YOU EXPRESSLY AGREE THAT USE OF THE REWARD PLATFORM IS AT YOUR SOLE RISK. NEITHER Reward Sciences, ITS SUBSIDIARIES AFFILIATES NOR ANY OF ITS RESPECTIVE EMPLOYEES, AGENTS, MERCHANTS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS, OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, WARRANT THAT USE OF THE REWARD PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO (I) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE REWARD PLATFORM, OR (II) THE ACCURACY, COMPLETENESS, RELIABILITY OR CONTENT OF ANY INFORMATION (INCLUDING, BUT NOT LIMITED TO, PRODUCT DESCRIPTIONS), SERVICE, PRODUCTS OR EXPERIENCES PROVIDED THROUGH THE REWARD PLATFORM. THE REWARD PLATFORM AND ALL CONTENT, STATEMENTS AND OTHER INFORMATION CONTAINED ON THE REWARD PLATFORM, AND PRODUCTS AND SERVICES ACCESSIBLE OR AVAILABLE THROUGH THE REWARD PLATFORM ARE MADE ACCESSIBLE OR AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS. Reward Sciences HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE REWARD PLATFORM OR THE CONTENT, STATEMENTS OR OTHER INFORMATION CONTAINED ON THE REWARD PLATFORM, OR THE EXPERIENCES ACCESSIBLE OR AVAILABLE THROUGH THE REWARD PLATFORM, INCLUDING, BUT NOT LIMITED TO, THOSE OF TITLE NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

22. Limitation of Liability.

IN NO EVENT SHALL Reward Sciences, ITS SUBSIDIARIES, AFFILIATES NOR ANY OF ITS RESPECTIVE EMPLOYEES, AGENTS, MERCHANTS, PARTNERS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS, OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THE REWARD PLATFORM, THE CONTENT, STATEMENTS AND OTHER INFORMATION CONTAINED THEREIN, THE EXPERIENCES ACCESSIBLE OR AVAILABLE THROUGH THE REWARD PLATFORM OR THESE TERMS OF USE. IN NO EVENT SHALL Reward Sciences, ITS SUBSIDIARIES, AFFILIATES NOR ANY OF ITS RESPECTIVE EMPLOYEES, AGENTS, MERCHANTS, PARTNERS, THIRD-PARTY CONTENT OR EXPERIENCE PROVIDERS OR LICENSORS, OR ANY OF ITS OFFICERS DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO YOUR PARTICIPATION IN ANY EXPERIENCE REDEEMED THROUGH THE REWARD PLATFORM.

23. Governing Law; Dispute Resolution; Jurisdiction

Any disputes arising out of or related to the Reward Platform shall be governed by an construed and enforced in accordance with, the laws of the State of Illinois applicable to contracts entered into and to be performed entirely within the State of Illinois. Use of the Reward Platform is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation this paragraph. All disputes which cannot be resolved between the parties, and causes of action arising out of or connected with the Reward Platform, shall be resolved individually, without resort to any form of class action.

24. Additional Disclosures.

No waiver by either You or Reward Sciences of any breach or default or failure to exercise any right allowed under this Agreement is a waiver of any preceding or subsequent breach or default or a waiver or forfeiture of any similar or future rights under the Agreement. 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 Agreement invalid, such invalidity shall not affect the enforceability of any other provisions contained in this Agreement, and the remaining portions of our Agreement shall continue in full force and effect.