Terms & Conditions
The ShopRewards site is intended for use by people who are at least 16 years of age. The company reserves the right to block users as it sees fit. Only one account per individual may be held at a given time. The legal owner of the email address used to sign up to the Site is deemed to be the account owner. Any rewards earned by a third party using the account will be credited to the account as if you had made the transaction yourself.
We reserve the right to suspend or terminate any Account Holders access, or parts of it, if in our reasonable view the relevant Account Holder or Account appears to be in breach of any provision of this Agreement.
This Agreement is entered into between ShopRewards Ltd, (“ShopRewards Ltd”), and the account holder (the “Client”). This “Agreement” means the Agreement together with the applicable selections made by Client from time to time in connection with its ShopRewards Ltd account (the “Client Selections”). Client and ShopRewards Ltd are sometimes referred to herein as the “Parties” (each as a “Party”).
Any use of our Site is made based on the assumption that full authority has been obtained from all relevant parties. This may include but is not limited to employers, friends, family and businesses.
WHEREAS, ShopRewards Ltd facilitates Programs (as defined below), offers Additional ShopRewards Ltd Services (as defined below), and offers related services (all of the foregoing, collectively, the “Services”) and Client wishes to receive Services from ShopRewards Ltd in accordance with the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Programs; Advertisements; Implementation
ShopRewards Ltd will make available to Client the specific details offered by advertisers in ShopRewards Ltd’s network (the “Advertiser(s)”) relating to such Advertiser’s advertising or promotional programs (the “Program(s)”), including, without limitation, the amount and calculation of financial compensation to be earned by Client (“Program Terms”). Client agrees to engage in all advertisements, offers, promotions, and the like presented or delivered to Client by ShopRewards Ltd, (collectively, the “Advertisements”), in accordance with this Agreement. Client shall comply with any advertiser requirements, any requirements to adhere to any technical specifications that are provided by ShopRewards Ltd at any time to enable proper use of the Advertisements on a reasonable schedule. Any exceptions to the foregoing must be approved by ShopRewards Ltd in writing. Client will be solely responsible for any and all costs Client incurs for the use of the Advertisements in accordance with such specifications.
2. Additional Services.
Client may agree to additional ShopRewards Ltd services by using such services, submitting its approval to ShopRewards Ltd or accepting by way of email or digital acceptance, as applicable. Additional ShopRewards Ltd services (“Additional ShopRewards Ltd Services”) include but are not limited to cross-promotion services, virtual goods hosting services, virtual currency hosting services, display advertising, interstitial advertising, and any additional features and/or functionality made available to Client. Client acknowledges and agrees that additional ShopRewards Ltd services and additional features or functionality made available may be subject to additional and/or different terms including a different revenue share and to the extent Client approves or uses such additional features or functionality, it agrees to be bound by such terms.
3. Licenses to User Data.
Client hereby grants to ShopRewards Ltd a royalty-free, fully paid up, sub-licensable, transferable, nonexclusive, worldwide and perpetual right and license to reproduce, display, distribute, create derivative works from and otherwise use all data and information generated (a) by the application(s) specified in the Client Selections (the “Applications”) and/or (b) in conjunction with the Services ((a) and (b) together, the “User Data”).
Client acknowledges that ShopRewards Ltd will provide third-party Advertisements for use to the Application(s) pursuant to this Agreement. Client agrees that it will use any data, information or software provided by ShopRewards Ltd to Client only for the purpose of engaging in Advertisements for ShopRewards Ltd on the Application(s) as set forth in this Agreement. As between the parties, ShopRewards Ltd will solely own and retain all rights, title, and interest in and to: (a) the Services, including all information and software related thereto and all data (including any usage data and compilations thereof but excluding any User Data provided by Client) collected through the ShopRewards Ltd Services or the Advertisements, and (b) any materials, information, inventions, data or software (and improvements and updates related thereto) which were owned by ShopRewards Ltd prior to this Agreement or which are subsequently created by ShopRewards Ltd (either solely or jointly with Client) under this Agreement. As between the parties, Client will own and retain all rights, title, and interest in and to: (i) the Application(s), and (ii) the User Data. Unless otherwise expressly provided for in this Agreement, each Party agrees not to copy, alter, modify, or create derivative works of the other Party’s data, information, software or services or otherwise use the other Party’s services or any of such Party’s data, information or software in any way that violates the use restrictions contained in this Agreement. ShopRewards Ltd does not grant to Client any license, express or implied, to the intellectual property of ShopRewards Ltd or its licensors.
5. Non-Circumvention; Certain Restrictions
Client acknowledges the value of obtaining access to the Advertisers, and hereby agrees that, during the term of this Agreement, Client will not purchase or seek to purchase advertisements from such Advertisers directly by circumventing or bypassing the Services or in any other way. Client also acknowledges that ShopRewards Ltd does not provide the Services for any entities that run, provide, enable or promote, for themselves or for others, services similar to any services provided by ShopRewards Ltd. Client represents, covenants and warrants that it is not and shall not be such an entity during the term of this Agreement. Unless ShopRewards Ltd approves specifically in writing, (i) Client may only use the Services (including any SDK and API) as provided by ShopRewards Ltd, without modification, and (ii) Client shall not modify or alter the content, text or appearance of any Advertisements, or aggregate one or more Advertisements with other offers. Without limiting the generality of the foregoing, Client shall not circumvent or otherwise interfere with or manipulate in any way ShopRewards Ltd’s tracking and monitoring of installation of third party applications, completion of specified actions within third party applications or on specified URLs, activation of third party services, participation in lead generation and/or pay-per-performance offers, interaction with video and/or audio content, interaction with rich media content, visits to prescribed geographic locations, transmitting messaging, or any other action for which Advertisements provide incentives to the end users of the Application(s), ShopRewards Ltd’s payment calculation processes or the Services generally.
ShopRewards Ltd shall pay Client its then current standard revenue share associated with each applicable Program, due and payable within thirty (15-30) days following the end of each calendar month; provided that notwithstanding anything to the contrary herein, Client expressly acknowledges and agrees that (i) ShopRewards Ltd’s obligation to forward such payment hereunder is conditioned upon ShopRewards Ltd receiving the corresponding amounts from Advertiser in connection with the applicable Program and (ii) ShopRewards Ltd shall have no liability to Client or any other party for a failure to pay Client any amounts hereunder to the extent that such failure was caused by or results from Advertiser’s failure to pay in full all amounts due and owing to ShopRewards Ltd in connection with the applicable Program. Client shall be solely responsible for the payment of, and shall pay when due, all applicable federal and state taxes, including any sales, use, excise or transfer taxes and other taxes associated with payments to Client under this Section 6 (except for taxes assessed on ShopRewards Ltd’s net income), and shall indemnify ShopRewards Ltd for all costs, losses, liabilities and expenses, including penalties, arising from any failure to do so. Payments shall be based upon ShopRewards Ltd’s calculations, which shall be final. If Client disputes any payment, it must notify ShopRewards Ltd in writing within thirty (30) days of the date of payment or forever waive Client’s rights to raise the dispute. ShopRewards Ltd will not be obligated to make a payment to the Client based on any fraudulent actions generated by any person, bot, automated program or similar device in connection with any Advertisements provided by ShopRewards Ltd, as reasonably determined by ShopRewards Ltd; any purchase through any fraudulent or invalid means, including the fraudulent use of credit cards or other means of payment; or purchases that are refunded or subject to a credit card charge-back. In the event that ShopRewards Ltd does not make a payment pursuant to this Section 6, ShopRewards Ltd shall, upon request made by Client, provide reasonable documentation to Client with respect thereto.
You acknowledge that the merchant or it’s tracking agency’s decision is final in relation to the payment of fees to us and in turn, our decision is final in relation to paying rewards to you. We will make all reasonable endeavors to secure the payment of rewards on a transaction but we do not and cannot make any guarantee in this regard. In the event we do not receive the expected reward for a transaction for whatever reason, we will not be liable to pay the relevant Cashback to you.
Please note that ShoRewards does NOT hold money in your account similar to a bank and legal title to any reward earnings does not pass to you until you have taken possession of the reward by way of a successful withdrawal from your account.
ShopRewards Ltd will not, under any circumstances, be responsible or liable for (a) any of Client’s Applications, (b) the commercial practices of Client, (c) such Client’s websites, advertisements, or e-mails, or (d) any other application, software, information, content, trademarks or other materials that Client makes available to any consumers, customers, or other users, regardless of whether such access was through the provision of the Services or otherwise. Client is solely responsible, and assumes all liability and risk, for determining whether or not such content is appropriate or acceptable. Notwithstanding the foregoing, ShopRewards Ltd reserves the right at all times, at its discretion and without notice, to remove or refuse to distribute any Advertisements or other content on or distributed through the Services and, in the event of any such actions, Client hereby acknowledges and agrees that ShopRewards Ltd shall have no liability to Client or any other entity in connection therewith. ShopRewards Ltd also reserves the right to access, read, preserve and disclose any information as it reasonably believes is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce this Agreement, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security, or technical issues; (iv) respond to user support requests; or (v) protect the rights, property or safety of ShopRewards Ltd, its users and the public. Notwithstanding the foregoing, if such information constitutes Confidential Information (as defined in Section 13) of the Client, the provisions of Section 13 shall control over the foregoing provisions.
8. Compliance with Laws.
Client agrees that it will engage the Advertisements, provide any data to ShopRewards Ltd as required under this Agreement, and otherwise use the Services in compliance with all applicable local, state, national and international laws, rules and regulations, including any laws regarding the transmission of technical data exported from Client’s country of residence. Client will not, will not agree to, and will not authorize or encourage any third party to: (a) use the Services to transmit or otherwise distribute any content that is unlawful, defamatory, libelous, harassing, abusive, fraudulent or obscene, that contains viruses, or is otherwise objectionable, as determined by ShopRewards Ltd; (b) interfere or attempt to interfere with the proper working of the Services or prevent others from using the Services; or (c) use the Services for any fraudulent or unlawful purpose. Violation of any of the foregoing may result in immediate termination of this Agreement, at ShopRewards Ltd’s sole discretion, and may subject Client to state and federal penalties and other legal consequences. ShopRewards Ltd reserves the right, but will have no obligation, to review Client’s display of the Advertisements and use of the Services in order to determine whether a violation of this Agreement has occurred or to comply with any applicable law, regulation, legal process, or governmental request.
9. Representations and Warranties.
Without limiting any other representation, warranty or covenant herein, each Party hereby represents and warrants to the other Party that: (a) it has the full right, power and authority to enter into this Agreement; (b) this Agreement is a valid and binding obligation of such Party; and (c) it has obtained and shall maintain throughout the term of this Agreement all necessary licenses, authorizations, approvals and consents to enter into and perform its obligations hereunder in compliance with all applicable laws, rules and regulations (including the CAN-SPAM Act of 2003 and, in the case of Client, any necessary rights or consents from Users to allow User Data to accrue to ShopRewards Ltd pursuant to Section 3). Client further hereby represents and warrants that the Application(s) (i) are and will be in compliance with all applicable local, state, national and international laws, rules and regulations, and contractual obligations between Client and any third party; and (ii) do not and will not violate any third party’s intellectual property or proprietary rights, or which slanders, defames, libels, or invades the right of privacy, publicity, or other property rights of any person.
Each Party agrees to indemnify and hold harmless the other Party and its affiliates from and against any losses, costs, liabilities and expenses, including reasonable attorneys’ fees, arising out of any breach of the representations or warranties made by such Party herein. The Party being indemnified under this Section 10. (the “Indemnitee”) shall provide the indemnifying Party (the “Indemnitor”) with prompt written notice of any claims that the Indemnitor is required to indemnify the Indemnitee in accordance with this Section 10. The Indemnitor shall have the sole right to assume and control the defense of any such indemnifiable claim at its own expense with counsel selected by the Indemnitor. The Indemnitor may not settle any such indemnifiable claim without the Indemnitee’s prior written consent, which consent will not be unreasonably withheld or delayed. Notwithstanding any of the foregoing, the Indemnitee shall have the right, in its absolute discretion and at its sole cost, to employ attorneys of its own choice and to institute or defend any such claim.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, ShopRewards Ltd MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, OR ARISING BY STATUTE, CUSTOM, COURSE OF DEALING OR TRADE USAGE, WITH RESPECT TO ANY MATTER, INCLUDING ADVERTISING, THE SERVICES, OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. FURTHER, ShopRewards Ltd MAKES NO GUARANTEE REGARDING THE VOLUME OR TIMING OF ACTIONS IN CONNECTION WITH THE SERVICES. ShopRewards Ltd DOES NOT WARRANT THE RESULTS OF USE OF THE SERVICES, INCLUDING WHETHER CLIENT WILL EARN ANY PARTICULAR AMOUNTS (OR ANY AMOUNTS AT ALL), AND CLIENT ASSUMES ALL RISK AND RESPONSIBILITY WITH RESPECT THERETO. Without limiting the generality of the foregoing, Client acknowledges that revenue from the Services varies based on factors that may not be within ShopRewards Ltd’s control. Client acknowledges that, unless otherwise agreed through the Client Selections or in writing, Client receives and shall use without modification the Services.
11.1 Additional Disclaimer, this is to acknowledge that the CLIENT, shall fully agree and abide by the conditions set forth and communicated properly by advertiser .To be specific, all direct and/or exclusive campaigns from ShopRewards Ltd shall be assumed by ShopRewards Ltd to be promoted correctly and shall abide with the requirements set forth by ShopRewards Ltd, with regards to placements, KPIs and any other binding rules from ShopRewards Ltd’s advertiser(s). The Media Company shall agree to monitor closely the manner in which such campaigns have been promoted and shall be responsible for all the risks associated with such activity. If in any case whatsoever, that failure by the Media Company to abide with the agreed promotion of such campaigns shall merit a penalty to be disclosed by ShopRewards Ltd to Client. The nature of penalty shall depend on the weighted risk that ShopRewards Ltd shall bear to its respective advertiser(s).
It is each Account Holder's obligation to ensure that any material posted by him/her or associated with his/her Account:
is not defamatory, offensive, or abusive or of an obscene, indecent or menacing nature;
is not intended or likely to cause needless annoyance, inconvenience or distress to any person;
does not contain any computer virus, macro virus, Trojan horse, worm, or anything else designed to interfere with, interrupt, or disrupt the normal operating procedures of a computer or to surreptitiously intercept, access without authority, or expropriate any system, data or personal information;
does not contravene any applicable law or regulation (including, but not limited to, laws governing consumer protection, distance selling, unfair competition, anti-discrimination, false advertising, copyright, trademark and privacy);
does not breach the rights of any person or entity (including any rights or expectations of privacy);
where it constitutes feedback on a retailer, is accurate and fair; and
does not advertise any goods or services.
II. CONSEQUENCES FOR BREACHING SPECIFIC RESTRICTIONS
a. Consequences. In the event of any breach of the terms set forth in Clause I, ShopRewards Ltd shall, at its election,
i. be entitled to terminate the agreement and request for a full refund of all fees paid under the terms; or
ii. request that the client pay ShopRewards Ltd, as liquidated damages(and not as penalty), fifty (50) percent of fees payable to the client in the month.
b. Genuine Pre-Estimate. The parties agree that the quantum payable as liquidated damages (as stipulated in clause II (a)(ii)) is a genuine pre-estimate of the foreseeable damages incurred by ShopRewards Ltd due to the breach of Clause I.
c. Withholding of Payments due. If there are any payments due to the client for work rendered, such payments shall be withheld by ShopRewards Ltd indefinitely, or till the proof of rectification of the breach of Restrictions and that ShopRewards Ltd is satisfied that the breach has been fully rectified.
You may use the site only for lawful purposes. You may not use our site:
In any way that breaches any applicable local, national or international law or regulation.
In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.
For the purpose of harming or attempting to harm minors in any way.
To send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards.
To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
You also agree:
Not to reproduce, duplicate, copy or re-sell any part of our site in contravention of the provisions of our terms of website use.
Not to access without authority, interfere with, damage or disrupt:
any part of our site;
any equipment or network on which our site is stored;
any software used in the provision of our site; or
any equipment or network or software owned or used by any third party.
By using our site, you confirm that you accept the terms of this policy and that you agree to comply with them.
12. Limitation of Liability and Damages.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ShopRewards Ltd’s AGGREGATE LIABILITY UNDER THIS AGREEMENT (REGARDLESS OF THE FORM OF ACTION GIVING RISE TO SUCH LIABILITY AND WHETHER SUCH ACTION IS IN CONTRACT, TORT, OR OTHERWISE) SHALL BE LIMITED TO THE LESSER OF (A) THE TOTAL OF ALL FEES PAID AND PAYABLE BY ShopRewards Ltd to CLIENT FOR THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE AND (B) FIVE THOUSAND DOLLARS ($5,000.00). Except for willful misconduct by A Party, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES OF ANY KIND OR FOR ANY LIABILITY RESULTING FROM LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, IN ANY CASE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, HOWSOEVER CAUSED, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LIABILITY OR CLAIM. CLIENT SHALL NOT COMMENCE ANY ACTION, SUIT OR PROCEEDING AGAINST ShopRewards Ltd MORE THAN ONE (1) YEAR AFTER THE DATE UPON WHICH THE CLAIM AROSE.
“Confidential Information” shall mean (a) the Advertisements, prior to publication; (b) the existence and nature of the relationship between the Parties; (c) any statistics or other data relating to the Services; and (d) any information designated in writing, or identified orally at time of disclosure, by the disclosing Party as “confidential” or “proprietary.” During the term of this Agreement, and for a period of one (1) year following termination, each Party will keep confidential, and neither Party will use or disclose, any and all Confidential Information of the other Party, except as specifically contemplated herein. Neither Party shall use Confidential Information of the other Party for any purpose other than to perform its obligations and exercise its rights under this Agreement. Either Party may disclose Confidential Information of the other Party only to its employees or consultants who have a need to know such Confidential Information and who are bound to retain the confidentiality thereof under provisions (including, without limitation, provisions relating to non-use and non-disclosure) no less restrictive than those required by the receiving Party for its own Confidential Information. Each Party shall maintain Confidential Information of the other Party with at least the same degree of care it uses to protect its own proprietary information of a similar nature or sensitivity, but no less than reasonable care under the circumstances. Each Party shall advise the other Party in writing of any misappropriation or misuse of Confidential Information of the other Party of which the notifying Party becomes aware. The foregoing restrictions shall not apply to information that: (i) has been independently developed by the receiving Party without use of or access to the disclosing Party’s Confidential Information and without any violation of any obligation of this Agreement; (ii) has become publicly known through no breach of this Section 13 by the receiving Party; (iii) has been rightfully received from a third party authorized to make such disclosure; (iv) has been approved for release by the disclosing Party in writing; or (v) is required to be disclosed by a competent legal or governmental authority, provided that the receiving Party gives the disclosing Party prompt written notice of such requirement prior to disclosure and assists in obtaining an order to protect the information from public disclosure.
Either Party may terminate this Agreement at any time for any reason or for no reason upon thirty (30) days prior written notice to the other party. In the event of a material breach of this Agreement by either Party and failure of the breaching Party to cure such breach within thirty (30) days, the non-breaching Party may terminate this Agreement immediately upon written notice without liability to the other Party. In the event of any termination, both parties will remain liable for any amounts owed to the other Party prior to the date of termination and such obligation to pay shall survive any termination of this Agreement. Sections 4, 5, 6, 7, 10, 11, 12, 13, 15 and 16 shall also survive any termination of this Agreement.
16.1 Interpretation. The words “include” and “including” and variations thereof will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation”.
16.2 Assignment. This Agreement, and any rights granted hereunder, may not be transferred or assigned by Client without the prior written consent of ShopRewards Ltd. ShopRewards Ltd may freely transfer or assign any or all of its rights, licenses and obligations associated with this Agreement at any time.
16.3 Relationship of the Parties. ShopRewards Ltd and Client are independent contractors, and neither ShopRewards Ltd nor Client is an agent, representative or partner of the other.
16.5 Amendment; Notices. ShopRewards Ltd may amend this Agreement at any time by posting a notice on its website or through the Services, or by sending Client a notice via email or postal mail. Client’s continued use of the Services following such notification constitutes Client’s acceptance of the terms and conditions of this Agreement as modified. Any notices under this Agreement shall be emailed to contact@ShopRewards.net
16.6 Waiver. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving Party.
16.7 Severability. If any provision contained in this Agreement is determined to be invalid, illegal, or unenforceable in any respect under any applicable law, then such provision will be severed and replaced with a new provision that most closely reflects the original intention of the Parties, and the remaining provisions of this Agreement will remain in full force and effect.
16.8 Dispute Resolution; Governing Law. Any dispute hereunder will be negotiated in good faith between the Parties within ten (10) business days commencing upon written notice from one Party to the other, failing which either Party may exercise any remedies which it may have at law or in equity. This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom, without giving effect to principles of conflicts of law. Client agrees that any action at law or in equity arising out of or relating to this Agreement will be filed only in the courts in and for United Kingdom, and Client hereby consents and submits to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action.
16.9 Force Majeure. Neither Party shall be responsible for failure to perform an obligation (other than an obligation to pay) hereunder due to a cause beyond its reasonable control, including, without limitation, terrorism, fire, civil disturbance, war, rebellion, earthquake, flood and similar occurrences, provided that performance shall resume as soon as possible after the cause no longer prevents such performance.
16.10 Counterparts. This Agreement may be executed in several counterparts, each of which will be considered an original but all of which together will constitute one agreement.
These terms were updated 23rd December 2018.