Loyl.Me (“We” and “Us” and “Our” with respect to our products and services) owns and operates the website Loyl.Me (“Website”) and the products described on the Website, including any of our applications you may download (the Website, our applications, and our products and services “Products”).
Our Products are designed in part to facilitate your (“You” and “Yourself” and “Your” with respect to your rights and obligations) participation in loyalty rewards programs with merchants, retailers, and vendors who are Our customers (“Merchants”).
By separate agreement with Us, Merchants subscribe to use certain of Our Products, which allows them to analyze Your use of Our Products, to administer and manage their customer loyalty programs, and to send You (email, text, and otherwise) information (including but not limited to marketing information) about their businesses, products, promotions, and services (“Communications”).
These TERMS AND CONDITIONS – USERS (“Terms and Conditions”) are part of the agreement (“Agreement”) between You and Us. The Agreement also includes any rules or policies set forth on Our Website.
By using Our Products, by checking or clicking any acceptance box or button, by submitting any information to Us, by downloading one of Our applications, or by using one of Our applications or the Website, You accept the Agreement and agree to the conditions and terms of the Agreement, including agreement to receive information (by email, text, and otherwise) from Us and Communications from Merchants, and You agree to Merchants gaining access to Your email address and phone number.
We may change parts of the Agreement from time-to-time. You should review these Terms and Conditions and the Website from time-to-time.
The Agreement is effective when You first Use one of Our Products or opt-in or agree to receive Communications from one of Our Merchants, and it will continue until terminated as provided for below (“Term”).
Our license to You
By the Agreement, We grant You a limited, non-exclusive, non-transferable, and revocable, license to access and use the Product we have made available to You (“Product”) for the Term and for the Use, subject to the terms and conditions of the Agreement.
We may, from time-to-time, create new modules for, modify, release new versions of, or update the Product, any of which will be part of the Product and of this license.
You may not grant any third-party any rights in the Product or sublicense or in any way transfer any of Your rights under this license.
Your license to Us
You grant Us an irrevocable, perpetual, royalty-free, transferrable, unlimited, and worldwide license to analyze, display, distribute, edit, modify, publish, reproduce, translate, and use commercially any and all information You submit to Us as well as any and all of the data associated with Your Use, in whatever form, through whatever medium, through the Product, or otherwise, and You irrevocably waive any claim of attribution or moral rights to any such information. You agree We may sublicense this license to multiple tiers of sublicensees, including to Merchants.
- No other representations, covenants, or warranties
Our Products are at all times provided “as-is” and “as-available.”
You disclaim all warranties of any kind, and You acknowledge and agree that neither We nor any of Our affiliates, agents, contractors, directors, employees, investors, licensors, Merchants, officers, owners, resellers, or suppliers makes any warranties of any kind, either express or implied, regarding the Product or Your Use, including, but not limited to any warranties:
- as to any results You may realize from the Use;
- of non-infringement;
- of quality or accuracy;
- of merchantability or fitness for a particular purpose;
- that the Product is or will be compatible with Your equipment; or,
- that the Product will be error-free, operate at a minimum level of up-time, or function as described or intended.
To the maximum extent permitted by applicable law, You acknowledge and agree the Use is at your sole risk.
You further acknowledge and agree:
- We are not responsible for any actions taken by any other party using Our Products (or systems integrated with the Product You Use), including, but not limited to, for their compliance with their agreement with Us or any law;
- We are not a party to any transaction between You and any Merchant, and We do not exercise any control over any Merchant, and therefore We have no responsibility for any disputes or issues between You and a Merchant, and We have no obligation to assist You in any such matters;
- We may change our Products and their content, features, and/or functionality, at any time;
- We may limit, suspend, or terminate a Merchant’s agreement with Us at any time, and this may affect Your rewards with that Merchant;
- We do not control any Communications, and We have no responsibility for any Communications; and,
- We do not maintain any record of any loyalty rewards or other Merchant benefits, and we have no obligation to indemnify You in case of any disputed or lost rewards or other benefits, even if it is alleged that the loss or dispute is because of (wholly or partially) Us or Our Products.
- Intellectual property
All of Our algorithms, content, copyrights, file formats, ideas, object code, patents, programming, servicemarks, software, source code, trademarks, and other intellectual property (as well as any enhancements, improvements, modifications, or refinements to them) in any way related to the Products (“Intellectual Property”) will at all times remain Our property. No part of the Agreement will be deemed to confer any rights to You in the Intellectual Property.
Except as expressly set forth in the Agreement, all rights not expressly granted to You are reserved to Us.
Any recommendations or other communications from You to Us or any information You send Us (by whatever medium) and in any way related to the Products or Your Use is Our property.
Any third-party owner of any software or other intellectual property included within any of the Products own(s) all interest, rights, and title in and to that software and intellectual property (subject to their license to Us). No part of the Agreement will be deemed to confer any rights to You in this property.
If You believe Your intellectual property has been improperly copied or used or that Your intellectual property rights have been violated, please send Our agent for notice the following information written in English:
- Your address, email address, and phone number;
- a description of the copyrighted work or other intellectual property You claim has been infringed;
- a description of the material You claim is infringing Your rights and of where that material is located;
- a statement by You that You have a good faith belief the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
- a statement by You, made under penalty of perjury, that the information in Your notice is accurate and that You are the copyright or intellectual property owner or are authorized to act on behalf of the copyright or intellectual property owner; and,
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property right.
We may send Your notice to the person or entity that provided the material that is the subject of Your notice.
Our agent for notice is:
Your Use is solely for Your own individual purposes.
In part, You are responsible for:
- providing all equipment and cellular or internet access needed for the Use;
- all information You submit to Us or to a Merchant or through a Product, including ensuring such information is accurate and appropriate;
- complying with all restrictions displayed within a Product or on the Website;
- maintaining Your own records of any rewards you have with a Merchant; and,
- maintaining Your password.
Your Use may not be:
- in violation of the law;
- for Your own (or another’s) commercial purposes;
- to promote a business, product, or service that is competitive with Us;
- in a way that constitutes unauthorized or unsolicited advertising or spam;
- to solicit or collect personal information from others, particularly minors;
- in a way that may harm minors;
- in a way that invades anyone’s privacy or other rights;
- in a way that discloses anyone’s confidential information or infringes the intellectual property rights of Us or others
- in a way that is deceptive, false, fraudulent, inaccurate, inappropriate, libelous, misleading, or tortious;
- in a way that is abusive, defamatory, obscene, or threatening;
- in a way that degrades, intimidates, harasses, or victimizes an individual or group, including but not limited to on the basis of age, ethnicity, disability, gender, race, religion, or sexual orientation;
- in a way involving accounts or descriptions of sexual acts or sexual language;
- in a way that misidentifies You or impersonates anyone else;
- in a way that could be deemed illegal, offensive, or unethical; or,
- in breach of the Agreement.
Also, You may not:
- violate or attempt to violate the security of Our Products;
- copy or reproduce all or any part of the Products or their elements, by any means (electronically or otherwise);
- decipher, decompile, disassemble, reconstruct, reverse engineer, translate, or otherwise attempt to derive or discover the trade secrets from Our Products or the Intellectual Property, including, but not limited to, any of the programming, software, or source code comprising any part of the Products or the Intellectual Property;
- create compilations or derivative works of the Products or of any Product content of or the Intellectual Property;
- change, copy, display, distribute, duplicate, exploit, lease, rent, reproduce, republish, sell or re-sell, or transmit, in any medium, all or any part of the Products or the Intellectual Property;
- use the Products in connection with any computer programming intended to damage or interfere with or collect or intercept information from any system or person, including Our systems or a Merchant’s systems;
- change, obscure, or remove any copyright or proprietary notices on any information You secure from Us or that We provide You, including what may be contained in parts of Our Products;
- share your password;
- export, re-export, or allow anyone else to export or re-export the Products; or,
- Use a third-party unsubscribe process.
- Third-party and Merchant Communications, content and links
- Amendment — We may amend the Agreement at any time, with or without notice. These amendments are effective immediately upon their being incorporated in to the Terms and Conditions.
- Assignment — You may not assign the Agreement. We may assign all or part of the Agreement, at any time, with or without notice.
- Authority — You represent and warrant You are at least 13 years old and have the authority to enter the Agreement. If You are an entity, then the individual entering the Agreement for such entity represents and warrants having the authority to enter the Agreement for such entity.
- Binding effect –The Agreement binds You and Us and each of our authorized assigns and successors.
- Compliance — You are responsible for determining whether, and ensuring during the Term that, the Use is authorized by applicable federal, local, and state laws, ordinances, regulations, rules, and statutes (including, but not limited to, privacy laws and anti-spam laws, which include CAN-SPAM), and You represent and warrant that You have determined the Use does and will comply with all such laws. You will at all times during the Term comply with all such federal, local, and state laws, ordinances, regulations, rules, and statutes that relate to the Use. These laws may change during the Term, and it is Your sole responsibility to ensure compliance with any such changes.
- Confidentiality — While it is Our intention that You will not at any time during the Term come into possession of any of Our confidential information, to the extent You do come into possession of such information, then You agree to treat that information as strictly confidential, to not disclose it to a third-party, to not use it for any purpose, and to notify Us immediately of your possession of such information.
- Entire agreement — The Agreement is the entire agreement between You and Us and supersedes all contemporaneous or prior agreements, discussions, or understandings between You and Us, written and oral, as well as any promises or representations by a third-party or Merchant.
- Fees — We do not now charge users like You for the Use. In Our discretion, We may in the future charge for the Use. Our adopting any such policy will be by amendment to the Agreement.
- Indemnification — You will defend and indemnify Us and hold Us harmless, at Your sole cost and expense, from and against any claims, damages, expenses, and/or liabilities arising out of Your Use or from Your breach of any of Your obligations or representations in the Agreement.
- Interpretation — All numbering, titles, and similar items are provided for reference and convenience only and will not affect the meaning of the Agreement. The terms of the Agreement will be construed simply according to their fair meaning and not strictly for or against Us or You. To the extent of any conflict between these Terms and Conditions any other part of the Agreement, these Terms and Conditions control.
- Law and arbitration — Colorado law governs the Agreement. Any disputes related to the Agreement will be resolved by binding JAMS arbitration before a single arbitrator in Denver, Colorado. This governing law and arbitration obligation is a material requirement to Our allowing Your Use. You further acknowledge and agree the arbitrator may award injunctive relief (in addition to damages) and that any such award(s) will be specifically enforceable. Further, if the arbitrator is unable to grant injunctive relief, then You will consent to the exclusive jurisdiction and venue of the courts in Denver, Colorado, for the purpose of an action for injunctive relief.
- Liability limitation — We will not be liable to You for any consequential, exemplary, incidental, indirect, punitive, or special damages, nor for any lost profits or damages for lost data or information (including any loyalty rewards or other benefits) in any way related to Your Use, whether the claim is based on contract, equity, regulation, rule, statute, or tort. FURTHER, IN NO EVENT WILL OUR TOTAL LIABILITY TO YOU FOR ANY ONE OR MORE CLAIMS YOU MAY HAVE AGAINST US IN ANY WAY RELATED TO YOUR USE EXCEED $10.00 (US Currency). This limitation is a material requirement to Our allowing Your Use.
Further, We will have no liability for any damages incurred (to any equipment or other physical property or to any intangible property) in connection with the installation, modification, removal, or updating of any Product.
- No breach — Your entering the Agreement and Your exercise of Your rights and performance of Your obligations under the Agreement will not conflict with, or result in a breach, default, or violation of, any agreement, arrangement, contract, decree, injunction, instrument, judgment, laws, or order to which You are bound or subject or require any consent under any such agreement, arrangement, contract, decree, injunction, instrument, judgment, laws, or order.
- No third-party beneficiaries — Except as may be expressly set forth in the Agreement, the Agreement is solely for the benefit of You and Us, and nothing in it will be construed to create any duty to, any liability to, or any benefit for any person not a party to it.
- Relationship — The relationship between You and Us under the Agreement is that of independent counterparties and neither will be, nor represent itself to be, the agent, joint venture partner, or representative of the other.
- Severability — If any part of the Agreement is finally held to be illegal, invalid, or void, all other parts will remain in effect; provided, however, the Agreement will be reformed for the purpose of achieving conformity with the requirements of the applicable law and the intent as expressed in the Agreement.
- Suspension — In Our sole discretion, We may limit, restrict, suspend, and/or terminate, with or without notice, and with or without reason, all or part of Your Use or of a Merchant’s agreement and/or use. Without limitation, We may disable or limit Your Use or a Merchant’s agreement and/or use if We believe You or the Merchant may have violated, may be violating, or may intend to violate any part of the Agreement, including but not limited to the use restrictions above (or as applicable as set forth in a Merchant’s agreement).
- Survival — The parts of the Agreement that by their nature are intended to survive termination (e.g., confidentiality, indemnity, Intellectual Property, law and arbitration, and liability limitation) will survive termination of the Agreement.
- Taxes – You are responsible for and will pay when due all and any fees or taxes associated with Your Use, including but not limited to goods and services, import, sales, use, and value-added taxes.
- Termination — The Agreement terminates on the earlier of either You or Us giving the other written notice of termination or Our terminating Your Use (which We can do with or without notice, at any time, and for any reason). Without limitation, We may terminate Your Use if We (in Our discretion) believe You may be violating or intend to violate any of the use restrictions of the Agreement. Upon termination, You may no longer Use any of Our Products.
- Unavailability — The Products may be unavailable or function slowly from time-to-time, or Your Use may be interrupted or suspended. These circumstances may result from any of a number of reasons, including, but not limited to, maintenance. Regardless of the cause, We will have no liability for any such circumstances, and nor will We have any obligation to remedy them.
- Waiver— Any failure by You or Us to enforce any terms of the Agreement or to require compliance with any of its terms at any time will in no way affect the validity of the Agreement, or any part of it, and will not be deemed a waiver of the right to later enforce such terms.
The Products and Communications may include content or access to content provided by third-parties. This content (and any Merchant content) may include, but is not limited to: advice; dialogue; discussions; graphics; links; marketing information; messages; music; opinions; photographs; promotions; software; statistical data; stories; text; software; sounds; video; and other materials. You may find this content to be indecent, offensive, objectionable, or otherwise improper. We do not endorse this content, and We are not responsible for this content, and nor are We responsible for controlling, influencing, limiting, or verifying this content – the third-party (or Merchant) from whom this content originated is responsible for it. We have no liability to You or anyone else with respect to this content, even if We knew or should have known of its failings, falsehood, limitations, or impropriety, or that You did not request it or want to receive it, and We will have no responsibility for any damages You or anyone else may sustain in any way related to this content.
Further, We will have no ability to prevent a Merchant from sending You Communications, even after You have terminated Your Agreement and/or “opted-out” or “unsubscribed,” and We will have no liability or responsibility for any such Communications.