Terms & Conditions
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 User 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:
Programs; Advertisements; Implementation
ShopRewards Ltd will make available to User 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)”). User agrees to engage in all advertisements, offers, promotions, and the like presented or delivered to User by ShopRewards Ltd, (collectively, the “Advertisements”), in accordance with this Agreement. User 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. User will be solely responsible for any and all costs User incurs for the use of the Advertisements in accordance with such specifications.
User 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 User. User acknowledges and agrees that additional ShopRewards Ltd services and additional features or functionality made available may be subject to additional and/or different terms.
Licenses to User Data.
User 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 User Selections (the “Applications”) and/or (b) in conjunction with the Services ((a) and (b) together, the “User Data”).
User acknowledges that ShopRewards Ltd will provide third-party Advertisements for use to the Application(s) pursuant to this Agreement. User agrees that it will use any data, information or software provided by ShopRewards Ltd to User 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 User) 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 User) under this Agreement. As between the parties, User 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 User any license, express or implied, to the intellectual property of ShopRewards Ltd or its licensors.
ShopRewards Ltd will not, under any circumstances, be responsible or liable for (a) any of User’s Applications, (b) the commercial practices of User, (c) such User’s websites, advertisements, or e-mails, or (d) any other application, software, information, content, trademarks or other materials that User makes available to any consumers, customers, or other users, regardless of whether such access was through the provision of the Services or otherwise. User 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, User hereby acknowledges and agrees that ShopRewards Ltd shall have no liability to User 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 User, the provisions of Section 13 shall control over the foregoing provisions.
Compliance with Laws.
User 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 User’s country of residence. User 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 User to state and federal penalties and other legal consequences. ShopRewards Ltd reserves the right, but will have no obligation, to review User’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.
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 User, any necessary rights or consents from Users to allow User Data to accrue to ShopRewards Ltd pursuant to Section 3). User 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 User 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 User WILL EARN ANY PARTICULAR AMOUNTS (OR ANY AMOUNTS AT ALL), AND User ASSUMES ALL RISK AND RESPONSIBILITY WITH RESPECT THERETO. Without limiting the generality of the foregoing, User acknowledges that revenue from the Services varies based on factors that may not be within ShopRewards Ltd’s control. User acknowledges that, unless otherwise agreed through the User Selections or in writing, User receives and shall use without modification the Services.
It is each users obligation to ensure that any material posted by him/her:
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.
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.
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 User FOR THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE AND (B) FIVE THOUSAND POUNDS (£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. User SHALL NOT COMMENCE ANY ACTION, SUIT OR PROCEEDING AGAINST ShopRewards Ltd MORE THAN ONE (1) YEAR AFTER THE DATE UPON WHICH THE CLAIM AROSE.
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”.
Assignment. This Agreement, and any rights granted hereunder, may not be transferred or assigned by User 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.
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 User a notice via email or postal mail. User’s continued use of the Services following such notification constitutes User’s acceptance of the terms and conditions of this Agreement as modified. Any notices under this Agreement shall be emailed to contact@ShopRewards.net
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.
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.
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. User 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 User hereby consents and submits to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action.
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.
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 March 2019.