TERMS AND CONDITIONS

These Terms and Conditions (“Terms”) govern the websites, including at www.getloyalti.com, and www.loyalti.com, goods, software, hardware, services, plug-ins, and mobile applications (collectively, the “Website”) provided by Simply Modern Business, Inc. (hereinafter “Loyalti”) to you (“You” or “Your”). PLEASE REVIEW THESE TERMS CAREFULLY BEFORE USING THE WEBSITE.


1. Binding Agreement

By using or accessing the Website in any way, you represent and warrant that You (i) have read and understood, and agree to be bound by, these Terms and (ii) are at least 18 years old and legally qualified to enter into contracts. IF YOU DO NOT UNDERSTAND THESE TERMS, DO NOT AGREE TO BE BOUND BY THEM, OR ARE NOT LEGALLY QUALIFIED TO ENTER INTO CONTRACTS, YOU MUST IMMEDIATELY LEAVE THE WEBSITE. These Terms do not create any agency, employer, partner, or joint venturer relationship between You and Loyalti. By using the Website, You further consent to the collection and use of certain information about You, as specified in Loyalti’s separate Privacy Policy.


2. Communications

By using the Website, by registering for the Website and/or by providing Your name, email, postal or residential address, and/or phone number through the Website, You expressly consent to receive electronic and other communications from Loyalti, over the short term and periodically, including email and SMS/MMS “text message” communications, regarding the Website, new product offers, promotions, and other matters. For text messages, Loyalti strives to obtain Your consent through its Website and to confirm Your consent through an initial opt-in text message, which may contain promotional offers. You may opt out of receiving communications from Loyalti at any time by (a) following the unsubscribe instructions contained in each communication; or (b) sending an email to support@getloyalti.com.


3. Prohibited Uses

You represent that You will not do the following in relation to the Website: (i) violate, or encourage violations, of these Terms or any applicable law or regulation; (ii) provide false, misleading, or inaccurate information, including through impersonation; (iii) transmit viruses, Trojan horses, worms, malicious code, or destructive Content; (iv) use a robot, spider, or other application to retrieve or index any part of the Website; (v) attempt to probe, scan, test, or violate the security features of the Website or of any associated system or network, or to obtain unauthorized access to any Content or data; (vi) attempt to interfere with the use of the Website by any other user, computer, or network, including by submitting malware or exploiting software vulnerabilities; (vii) forge, modify, or falsify any network packet or protocol header or metadata.


4. Privacy

You represent that You have read and understood, and agree to be bound by, Loyalti’s Privacy Policy. Loyalti may disclose Your personal information as outlined in the Privacy Policy, including if reasonably necessary to (i) take action regarding suspected illegal activities; (ii) enforce or apply these Terms; (iii) comply with legal process or government inquiry; or (iv) protect the rights, reputation, or property of itself, its users, or the public. You may be required to set up a Loyalti account to use certain parts of the Website. You are responsible for the quality and integrity of the data in, and the privacy of, Your account. You agree to take all reasonable precautions to prevent unauthorized access to Your account and agree to immediately notify Loyalti of any suspected or actual unauthorized access. Loyalti shall not be liable for any loss incurred by You or any third party relating to Your account, including for unauthorized access.


5. Third-Party Services

The Website may contain third-party content or links to third-party services. Loyalti does not guarantee the accuracy, completeness, or usefulness of any third-party information or adopt, endorse, warrant, or accept responsibility for same. Loyalti does not have control over third parties, each of which may be have its own terms and conditions and/or privacy policy. You assume all responsibility for all resulting harms by visiting third-party services.


6. Intellectual Property

Loyalti’s trademarks, including the mark LOYALTI, copyrighted material, and the Website are the intellectual property of Loyalti and/or its licensors. You may not copy, modify, publish, transmit, distribute, display, or sell any of Loyalti’s propriety content, and You do not own any right, title or interest in same. You will retain any intellectual property rights in any content provided by You in relation to the Website, including any photographs or reviews, and You grant Loyalti a non-exclusive and irrevocable license to use, publish, and distribute same.

If You believe that content on the Website infringes one or more of Your copyrights, please promptly submit a claim to Loyalti at support@getloyalti.com via email with the subject line “Copyright Infringement” and with an identification of the copyright claimed, a description of the material You claim is infringing, Your name, address, telephone number, and email address, and a signed statement by You (i) that You believe in good faith that the use of Your copyrighted material is not authorized by law, or by the copyright owner or such owner’s agent and, (ii) under penalty of perjury, that all of the information contained in Your notice is accurate, and that You are either the copyright owner or a person authorized to act on their behalf. For more information, please see the Digital Millennium Copyright Act.


7. Disclaimers, Limitation of Liability, Indemnity

TO THE FULLEST EXTENT PERMITTED BY LAW, LOYALTI DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. OPERATION MAY NOT BE UNINTERRUPTED OR ERROR FREE. LOYALTI SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, ATTORNEY’S FEES, LOST PROFITS, REVENUES, LOSS OR DAMAGE TO DATA, OR ANY OTHER LOSS OR DAMAGES RELATED TO YOUR USE OF THE WEBSITE. YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS LOYALTI AND ITS AGENTS FROM AND AGAINST ANY THIRD-PARTY CLAIMS RELATED TO SAME. YOUR SOLE REMEDY REGARDING THE WEBSITE IS TO STOP USING THE WEBSITE.


8. Choice of Law, Binding Arbitration, Injunctive Relief, Venue

Choice of Law. THESE TERMS SHALL BE INTERPRETED AS THOUGH EXECUTED IN SAN FRANCISCO, CALIFORNIA AND SHALL BE GOVERNED BY CALIFORNIA LAWS WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.

Binding Arbitration. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTIES HEREBY AGREE TO RESOLVE ALL DISPUTES ARISING OUT OF OR RELATING TO THE WEBSITE BY BINDING ARBITRATION IN SAN FRANCISCO, CALIFORNIA BEFORE A SINGLE ARBITRATOR. ANY ELECTION TO ARBITRATE BY ONE PARTY SHALL BE FINAL AND BINDING ON THE OTHERS. THE PARTIES AGREE TO WAIVE ANY RIGHT TO JOIN CLAIMS WITH OTHERS OR OTHERWISE PROCEED IN A CLASS ACTION. YOU ACKNOWLEDGE THAT, WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT WITH A JURY OR PARTICIPATE IN A CLASS ACTION. The arbitration shall be administered by JAMS pursuant to its “Streamlined Arbitration Rules and Procedures,” and the arbitrator shall apply California laws. The prevailing party shall be entitled to receive its reasonable attorney’s fees, legal costs, and any expenses incurred in such arbitration, and the arbitrator shall determine the prevailing party for this purpose. This clause shall not preclude the parties from seeking an injunction or other provisional remedies in aid of arbitration from a court in San Francisco, California. The parties waive any objection to personal jurisdiction and venue.

Provisional Remedies, Venue. THIS AGREEMENT TO ARBITRATE DOES NOT PRECLUDE THE PARTIES FROM SEEKING PROVISIONAL REMEDIES, INCLUDING ORDERS TO STAY COURT ACTION OR COMPEL ARBITRATION, OR FROM APPLYING FOR A TEMPORARY RESTRAINING ORDER OR PRELIMINARY INJUNCTION TO PRESERVE INTELLECTUAL PROPERTY RIGHTS, IN STATE OR FEDERAL COURTS IN SAN FRANCISCO, CALIFORNIA. YOU AGREE THAT A BREACH OF THESE TERMS WILL LEAD TO IRREPARABLE INJURY AGAINST LOYALTI AND THAT LOYALTI MAY SEEK IMMEDIATE INJUNCTIVE RELIEF FOR SUCH BREACH. THE PARTIES WAIVE ANY OBJECTION TO PERSONAL JURISDICTION AND VENUE IN SAN FRANCISCO, CALIFORNIA.


9. Assumption of Risk, Release

You knowingly and freely assume all risk when using the Website. You, on behalf of yourself, Your personal representatives, and Your heirs, voluntarily agree to release, waive, discharge, hold harmless, defend, and indemnify Loyalti and its stockholders, officers, directors, employees, agents, affiliates, consultants, representatives, sublicensees, successors, and assigns from any and all claims, actions, or losses for bodily injury, property damage, wrongful death, emotional distress, loss of privacy, or other damages or harm, whether to You or third parties, that may result from Your use of the Website.


10. Assignment

These Terms and Your rights and obligations hereunder are not assignable or transferable by You. Notwithstanding, these Terms are assignable and transferable by Loyalti and will be binding upon and inure to the benefit of Your successors and assigns.


11. Termination, Modification, No Waiver

Loyalti may terminate Your account or Your use of the Website, modify or discontinue the Website, or modify these Terms for any reason at any time without notice. Provisions regarding prohibited uses, intellectual property, warranties, limitation of liability, arbitration, and indemnity shall survive any termination. Loyalti cannot waive any rights under these Terms except by a prior signed writing. You should review these Terms periodically. IF YOU FIND ANY CHANGES UNACCEPTABLE, YOU MUST IMMEDIATELY LEAVE THE WEBSITE.


12. Entire Agreement, Severability

These Terms constitute the entire agreement between You and Loyalti relating to the Website and supersede all prior or contemporaneous understandings. These Terms may be supplemented by a separate signed subscription agreement. These Terms shall not be construed against the drafter. If any part of these Terms is held invalid or unenforceable, the remaining parts will remain in full force and effect to the maximum extent permitted by law. The headings in these Terms are for convenience only, and shall have no legal or contractual effect.


Last updated Oct 2nd, 2017. Questions regarding these Terms should be directed to Loyalti via email at support@getloyalti.com.