Merchant Terms of Service
If you are a shopper who is using the Loyalti system to seek loyalty points or redeem rewards, these terms do not apply. Shoppers should refer to our Shopper Terms of Service.
BY DOWNLOADING AND/OR USING LOYALTI’S APP, OR BY SUBSCRIBING OR USING LOYALTI MARKETING PLATFORM AND RELATED SERVICES (EACH AS DEFINED BELOW IN SECTION 1) THROUGH THE LOYALTI APPROVED FORM OR ONLINE SUBSCRIPTION PROCESS (“ORDER”), YOU AGREE TO THE TERMS OF THIS AGREEMENT, AS UPDATED FROM TIME TO TIME.
THIS AGREEMENT GOVERNS YOUR ACCESS AND USE OF THE PLATFORM AND SERVICES (EACH AS FURTHER DEFINED BELOW), DESIGNING EXPERIENCES THAT TURN ONE-TIME SHOPPERS INTO LIFETIME CUSTOMERS; A HOLISTIC APPROACH DESIGNED TO WIN CUSTOMERS FOR LIFE POWERED BY THE PLATFORM’S CONNECTED SOLUTIONS TO EMPOWER THE CLIENT TO BUILD POST-PURCHASE EXPERIENCES THROUGHOUT THE SHOPPING JOURNEY.
IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE THE TERMS “CLIENT” “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT AND SHALL NOT BE PERMITTED TO USE THE SERVICES.
FURTHERMORE, BY ACCEPTING THIS AGREEMENT YOU REPRESENT AND WARRANT THAT ANY AND ALL INFORMATION YOU PROVIDE US THROUGH THE SERVICES IS TRUE, ACCURATE AND COMPLETE. THE PROVISION OF FALSE OR FRAUDULENT INFORMATION IS STRICTLY PROHIBITED.
AS USED HEREIN, THE FOLLOWING DEFINITIONS SHALL APPLY: “AGREEMENT” OR “TERMS” MEANS THESE TERMS OF SERVICE AND ALL MATERIALS AND LINKS REFERRED TO HEREIN. “CLIENT” OR “YOU” MEANS THE INDIVIDUAL OR LEGAL ENTITY LICENSING THE SERVICES HEREUNDER. “LOYALTI” MEANS LOYALTI INC. AND ITS AFFILIATES. “PARTIES” MEANS CLIENT, OR YOU, TOGETHER WITH LOYALTI.
1. SERVICES Loyalti’s unified platform is a unique, proprietary customer marketing platform (“Platform”) that offers a single-platform approach connecting data and experiences with solutions for customer retention and marketing, this includes Email Marketing, SMS Marketing, Social Media Marketing, Marketing Automation and Scheduling to maximize customer engagement and retention (each also referred to as a “Product” and, as may be combined, “Products”). “Services,” as used in this Agreement, refers to a Client’s access to the Platform, Products, and other ancillary services specified in the Order. All content, data, and other information that Client (i) submits to the Services or (ii) generates through its use of the Services, including, without limitation, such information as Client may collect through the Services from End-Users (as defined below), is “Client Content” for the purposes of this Agreement. Depending on the Products licensed by Client, Client may have access to the following functionality. If the Client has not received access to a specific Product that offers the following functionality, then the terms for that function shall not apply:
- User Generated Content – Certain Products enable Client to collect, organize, and use Client Content that may include, without limitation, text, videos, photographs, and other user-generated content created or otherwise supplied by the Client’s customers, end-users, or parties with whom Client interacts (each an “End-User” and, collectively, “End-Users”) on the Client’s website, social media services, third-party websites, and through integrations with third-party platforms or services (“Third-Party Interactions”). An example of such functionality would be the Client’s use of the Platform to display an End-User’s photo of the Client’s product on the Client’s website. Client acknowledges that Third-Party Interactions are subject to the terms and policies of the respective third-party providers, and the Company is not responsible for the security, functionality, or availability of such third-party services.
- Loyalty – Certain Products enable Client to provide End-Users with the ability to (i) earn loyalty points from Client and apply applicable point balances to purchases from Client and (ii) earn an incentive when the End-User refers a third-party purchaser to Client (“Loyalty) (for example, the number of the End-User’s loyalty points).
- SMS Marketing – Certain Products enable Client to engage with End-Users by utilizing SMS/text messages. Through an application provided by Loyalti, or through the Platform, a Client can enable features whereby Client can send marketing and other messages via SMS/MMS/text message regarding the Client’s products or services.
- Email Marketing – Certain products enable Client to engage with End-Users by sending emails. Through an application provided by Loyalti, a Client can enable features whereby Client can send marketing or transactional outreach via email regarding the Client’s products or services.
2. PROPRIETARY RIGHTS a. Ownership – Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except for Loyalti’s rights under this Agreement, between the parties, Client retains all intellectual property and other rights in its intellectual property and to the Client Content provided to Loyalti. Except for Client’s rights under this Agreement, Loyalti and its licensors retain all intellectual property and other rights in the Platform, and in and to each Product, the Services, and any deliverables and related Loyalti technology, templates, documentation, help files, tutorials, formats, and dashboards, including any modifications or improvements to these items made by Loyalti and the Usage Data, as defined below (the “Loyalti Materials”). If Client provides Loyalti with feedback or suggestions regarding the Services or other Loyalti offerings, Loyalti may use the feedback or suggestions without restriction or obligation.
- Usage Data – Loyalti may generate technical logs, data, and learnings about Client’s use and an End-User’s use of the Services (the “Usage Data”) and the Client Content processed by the Services and use such information to operate, analyze, improve, develop, update, and support Loyalti’s products and services and for other lawful purposes. Except as required by law, Loyalti will not disclose Usage Data externally, including in benchmarks or reports except in the aggregate.
3. LIMITED LICENSE TO ACCESS AND LIMITED LICENSE TO THE CLIENT CONTENT
- License to the Services – Subject to the terms and conditions set forth herein (including without limitation payment of the applicable fees), and during the term of this Agreement only, Client may access and use the Services only for its internal business purposes in accordance with the Terms of this Agreement, including any usage limits on an applicable Order. Access to the Services is limited to Client’s employees and contractors acting for the sole benefit of Client (“Permitted Users”). Client and its Permitted Users may need to register for a Loyalti account in order to access or use the Services. Client is responsible for ensuring that account registration information is accurate, current, and complete.
- License to the Client Content – Client grants to Loyalti a worldwide, non-exclusive, transferable, royalty-free license during the term to, and hereby instructs Loyalti, to use, transfer, copy, reproduce, distribute, publicly perform, publicly display, digitally perform, modify, directly or through third parties, create derivative works of Client Content and otherwise use and commercially exploit any Client Content in any media formats (i) to the extent necessary to operate and provide Client with access to and use of the Services in accordance with the Terms of this Agreement and to analyze, improve, develop, update, and support Loyalti’s products and services, (ii) to comply with law, (iii) to detect, prevent, and investigate security incidents, fraud, spam, or unlawful use of the Services, (iv) to address technical problems, address support requests, and attend to the proper working of the Services, (v) to protect the rights, property, or safety of Loyalti, its customers, its customers’ end-users, and/or the public, and (vi) subject to the Data Processing Addendum, described in Section 9.b below, for any other lawful purpose, including without limitation, for the purposes set forth in Section 2.b hereof. Such license will apply to any form, media, or technology now known or hereafter developed. For clarity, the foregoing license grant includes the right for Loyalti to display to other End Users any Client Content that constitutes publicly available campaigns and marketing materials that you have previously created while using the Services.
- Open Source Software. The Services may include certain open-source components owned by a third party that are subject to open-source licenses (“Open Source Software”). Some of the Open Source Software is not subject to the terms and conditions of these Terms. Instead, each item of such Open Source Software is licensed under the applicable license terms which accompany such Open Source Software. Nothing in these Terms limits your rights under, nor grants you rights that supersede, the terms and conditions of any applicable license terms for the Open Source Software.
4. LIMITATIONS OF USE
- Client’s use of the Services shall be limited to its own internal business use. Except as specifically permitted herein, Client shall not (i) sell, license (or sub-license), lease, assign, transfer, pledge, or share any of its rights under this Agreement with/to any other party, entity, or person, (ii) transfer, distribute, copy all or any part of the Services and/or the Loyalti Materials, (iii) refer to the Services by use of framing and/or deep-linking, (iv) make use of the Services or distribute any part thereof in any jurisdiction where such use or distribution is illegal or where such use or distribution would subject Loyalti or its affiliates to any registration requirement within such jurisdiction or country, (v) use, encourage, promote, facilitate, or instruct others to use the Platform for any illegal, harmful, or offensive use, (vi) promote any content, products, services, or other information that may be illegal to sell or promote under any applicable law or may reasonably be perceived to be unlawful, inflammatory, offensive, or otherwise inconsistent with the spirit of Loyalti’s Services, brand, or image, (vii) transmit any viruses or other harmful, infringing, illegal, disruptive, or destructive content, messages, or files, (viii) visit the Platform or access the Services through unauthorized means, including, without limitation, any data mining, robots/bots, or similar data gathering and extraction tools to extract for re-utilization of any parts of the Platform, (ix) distribute, publish, send, or facilitate the sending of unsolicited mass messages, promotions, advertising, or solicitations (e.g., “spam”) including unlawful commercial advertising and informational announcements, (x) distribute, publish, send, or facilitate the sending of any inappropriate, inaccurate, misleading, fraudulent, or otherwise illegal content or content which infringes intellectual property rights of third parties or their right for privacy, (xi) modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), make any attempt to discover the source code of the Platform and/or the Services and/or any other software available therein or create derivative works thereof, (xii) remove any copyright, trademark, or other proprietary rights notices contained in or on the Platform, (xiii) remove, change, or modify any trademarks from or attach any additional trademarks to the Platform, or (xiv) use the Platform or the Services in a manner that subjects any part thereof to any obligation to disclose or distribute the source code thereof and/or that may cause others to have the right to modify or create derivative works thereof; or cause them to become redistributable at no charge. Client is solely responsible for obtaining, paying for, repairing, and maintaining all the equipment, software, hardware, and services required for Client to access the Services.
- Client shall not use the Services in a manner that violates generally recognized industry guidelines, including, without limitation, (i) using non-permission based email lists, (ii) using purchased or rented email lists, (iii) using third-party email addresses, domain names, or mail servers without proper permission, (iv) sending emails to non-specific addresses, (v) sending emails that result in an unacceptable number of spam or unsolicited commercial email complaints, (vi) failing to include a working “unsubscribe” link in each email, (vii) failing to comply with any request from a recipient to be removed from Client’s mailing list within ten (10) days of receipt of the request, (viii) using misleading subject headings or disguising the origin or subject matter of any email, or (ix) including “junk mail,” “chain letters,” “pyramid schemes,” or other material in any email that encourages a recipient to forward the email to another recipient.
5. CLIENT OBLIGATIONS a. Compliance with Law– Client represents, warrants, and covenants to Loyalti that Client’s use of the Services shall comply with the limitations of use in Section 4 and all applicable laws, rules, or regulations of any jurisdiction, including, but not limited to: (i) Communication by telephone, text/SMS/MMS message, or email for advertising, marketing, or other purposes. (ii) Monitoring or recording of electronic or telephonic communications. (iii) The privacy, security, or protection of ‘personal data’ or ‘personal information,’ as defined under privacy laws, including collection, storage, processing, transfer, disclosure, and disposal of such information. (iv) Requirements for websites and mobile applications, online behavioral advertising, or online tracking technologies. (v) Applicable economic or financial sanctions or trade embargoes, including those administered by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC) or the U.S. Department of State.
- Laws include, but are not limited to, the Telephone Consumer Protection Act, the Controlling the Assault of Non-Solicited Pornography and Marketing Act (CAN-SPAM), the California Consumer Privacy Act (CCPA), the General Data Protection Regulation (GDPR), and other relevant privacy and consumer protection laws. Client also represents, warrants, and covenants that they are not identified on the OFAC list of Specially Designated and Blocked Persons or any similar restricted party list and will not use the Services in a sanctioned country.
- Privacy and Cookie Notices– Client shall provide End-Users with a privacy notice detailing the collection, use, and disclosure of their personal information in connection with Client’s use of the Services. If required by applicable privacy laws, Client shall give notice of and obtain consent for the use of cookies or similar tracking technologies utilized on Client’s websites or services.
- Restricted Data– Client shall ensure that Client Content does not include: (i) Protected health information regulated by HIPAA. (ii) Social Security numbers, driver’s license numbers, or other government-issued IDs. (iii) Financial information or banking credentials. (iv) Payment card data regulated by PCI DSS. (v) Biometric data regulated by biometric privacy laws. (vi) Online account passwords or login credentials. (vii) Criminal history. (viii) Sensitive personal data, including racial, ethnic, political, religious, or sexual orientation information regulated by GDPR. (ix) Personal Information of children under 16, regulated by COPPA or GDPR. Loyalti assumes no liability for such information, regardless of any other provision in this Agreement.
- Security– Client shall use best efforts to prevent unauthorized access to the Services, promptly notify Loyalti of any unauthorized access or use, and cooperate with law enforcement or regulatory inquiries.
- Obligations Regarding Client Content– Client is solely responsible for the accuracy, content, and legality of Client Content. Loyalti provides Services on a business-to-business basis and does not have a direct relationship with End-Users. Loyalti may, at its discretion, edit or remove any Client Content deemed inaccurate, inappropriate, or non-compliant with this Agreement or applicable laws.
- Rights in Client Content– Client represents and warrants that they have obtained all necessary rights, consents, and permissions to provide Loyalti with Client Content, ensuring compliance with all applicable laws, intellectual property rights, and terms of service.
- Permitted Users and End-Users– Client is responsible for ensuring that its Permitted Users and End-Users comply with applicable terms and do not infringe upon third-party rights. Client bears full responsibility for their actions, omissions, and activities.
- Order Fulfillment– Client is solely responsible for customer service, order fulfillment, returns, and payment of taxes or charges associated with any products or services marketed or sold through Client’s domains.
- Sending Messages to End-Users via the Services– If Loyalti provides functionality to send communications via telephone, text/SMS/MMS, or email, Client shall not send unsolicited commercial messages and remains solely responsible for compliance with all applicable laws. Client represents and warrants that: (i) All contact lists were collected and shared in compliance with laws. (ii) End-Users were given notice and provided consent for receiving Client Messages. (iii) Opt-out mechanisms are provided and honored.
- Limits on Certain Messages– Client must ensure that End-Users can opt out of communications as required by law. Client is responsible for honoring opt-out requests and must use a valid, eligible telephone number for SMS/MMS messages. Loyalti reserves the right to cap message volume, suspend, or disable Client’s ability to send messages if it believes messages are being sent in violation of this Agreement.
6. SUSPENSION OF SERVICE Loyalti may suspend Client’s access to the Services if Client breaches Section 4 (Limitations on Use) or Section 5 (Client Obligations), if Client’s account is more than 30 days overdue, or if Client’s actions pose a risk to other Client or the integrity of the Services. Where practicable, Loyalti will provide prior notice of suspension. Once the issue is resolved, Loyalti will restore Client’s access. Loyalti reserves the right to monitor and audit Client’s use of the Services to ensure compliance with this Agreement.
7. REPRESENTATIONS AND WARRANTIES a. In addition to representations and warranties made elsewhere in this Agreement, Client represents and warrants to Loyalti that: (i) it has, and will maintain, all rights necessary to grant any licenses provided under this Agreement, including those from Client’s End-Users or any third-party sites for the use of Client Content; (ii) it holds all required rights, permits, and licenses under applicable laws to operate the domains listed on the Loyalti Order and to promote, offer, and sell products or services through those domains; (iii) all Client Content complies with applicable laws and regulations, and does not infringe upon any third-party rights, including intellectual property rights; and (iv) Client shall comply with all applicable laws, including, but not limited to, TCPA, CAN-SPAM Act, and the Digital Millennium Copyright Act. b. Loyalti represents and warrants that: (i) it possesses all necessary rights to grant any licenses it provides under this Agreement; (ii) to its knowledge, it holds all required rights, permits, and licenses to operate the Platform in compliance with applicable laws; and (iii) to its knowledge, the Platform (excluding Client Content) does not infringe upon third-party rights, including intellectual property rights.
8. CONFIDENTIALITY a. During this Agreement, either party (the “Disclosing Party”) may disclose to the other (the “Receiving Party”) confidential business information, trade secrets, or other proprietary data, whether in oral, written, electronic, or other form (“Confidential Information”). Confidential Information does not include information that: (i) becomes publicly available through no fault of the Receiving Party; (ii) is obtained legally from a third party without a confidentiality obligation; (iii) was already in the Receiving Party’s possession before disclosure; (iv) is independently developed without reference to the Disclosing Party’s Confidential Information; or (v) is required by law to be disclosed. b. The Receiving Party shall: (A) protect Confidential Information with the same care it uses for its own confidential information, but at least a commercially reasonable level; (B) not use Confidential Information except as necessary for Agreement purposes; and (C) not disclose it except to its representatives who need to know and are bound by confidentiality obligations. c. These confidentiality obligations survive for three (3) years after termination of this Agreement.
9. PRIVACY AND DATA PROTECTION a. Client authorizes Loyalti to use account registration and other Personal Information of Permitted Users as described in Loyalti’s Privacy Policy (available at [Loyalti Privacy Policy URL]). Client is responsible for its Permitted Users’ compliance with this Agreement and shall maintain confidentiality of user IDs and passwords. b. Loyalti’s Data Processing Addendum ([Loyalti Data Processing Addendum URL]) applies when Client Content involves Personal Information subject to data protection laws such as GDPR or CCPA.
10. DISCLAIMERS a. EXCEPT AS EXPRESSLY PROVIDED HEREIN: (I) THE PLATFORM, INCLUDING ALL LOYALTI MATERIALS, SERVICES, AND PRODUCTS, IS PROVIDED “AS IS” WITHOUT WARRANTIES; (II) LOYALTI DISCLAIMS ALL WARRANTIES, INCLUDING MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE; (III) LOYALTI DOES NOT GUARANTEE UNINTERRUPTED OR ERROR-FREE SERVICES; AND (IV) CLIENT IS RESPONSIBLE FOR ENSURING COMPLIANCE WITH APPLICABLE LAWS. b. CLIENT ACKNOWLEDGES THAT EMAIL, TEXT, SMS, AND MMS MESSAGES ARE INSECURE AND MAY BE INTERCEPTED, AND LOYALTI IS NOT LIABLE FOR SUCH SECURITY RISKS.
11. LIMITATION OF LIABILITY a. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LOYALTI AND ITS AFFILIATES, DIRECTORS, EMPLOYEES, AND PARTNERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR DATA, ARISING FROM THIS AGREEMENT. IF LOYALTI IS FOUND LIABLE, ITS TOTAL LIABILITY SHALL NOT EXCEED $100. b. SOME JURISDICTIONS MAY NOT ALLOW CERTAIN LIABILITY EXCLUSIONS, IN WHICH CASE THESE LIMITATIONS MAY NOT APPLY. c. THE LIABILITY DISCLAIMERS AND LIMITATIONS HEREIN FORM A MATERIAL BASIS FOR THIS AGREEMENT.
12. INDEMNIFICATION a. Indemnification by Loyalti: Loyalti will defend and indemnify Client against third-party claims alleging that the Platform or Services infringe U.S. intellectual property rights, covering damages and costs awarded against Client. b. Indemnification by Client: Client will defend and indemnify Loyalti against claims arising from Client Content, Client’s breach of this Agreement, or unauthorized use of the Services. c. Indemnification Procedures: The indemnifying party must receive (i) prompt written notice of claims, (ii) exclusive control over defense and settlement, and (iii) cooperation from the indemnified party. Settlements requiring admission of fault require prior written consent. d. Mitigation and Exceptions: If infringement claims arise, Loyalti may (i) secure rights for Client’s continued use, (ii) modify the Platform to avoid infringement, or (iii) terminate affected services with a refund for prepaid, unused fees. Indemnification does not apply to unauthorized modifications, outdated service versions, or third-party integrations.
This Section defines the exclusive remedy for third-party intellectual property claims against Loyalti.
13. THIRD-PARTY PLATFORMS AND CONTENT a. Client may choose to use the Services with certain platform(s), publisher(s), add-on, website(s), service, or product not provided by Loyalti that Client elects to integrate or enable for use with the Services (“Third-Party Platforms“). Third-Party Platforms are not responsible for the Services or the obligations between Loyalti and Client pursuant to these Terms. Use of Third-Party Platforms is subject to Client’s agreement with the relevant provider and not this Agreement, except where expressly agreed by a Third-Party Platform. Third-Party Platforms cannot provide assistance with the installation or use of the Services. Loyalti does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability, interoperability, or how they or their providers use any data, including (without limitation) End-User data. If Client enables a Third-Party Platform to integrate or otherwise operate in connection with the Services, Client authorizes Loyalti to (i) access and exchange Client Content and End-User data (including personally identifiable information) with the network on Client’s behalf and (ii) if required by the applicable Third-Party Platform, retain Client Content and/or End-User data for such time period and otherwise in accordance with the terms of the applicable Third-Party Platform, subject in each case to Loyalti’s obligations under the Data Processing Addendum. b. If Client is redirected to linked sites and content in connection with Client’s use of any Third-Party Platform, Loyalti recommends Client carefully read and abide by the terms of use and privacy policies of such sites and content. Any opinions, advice, statements, content, services, offers, or other information expressed or made available by any Third-Party Platform are those of the respective third-party author(s) or distributor(s) and do not necessarily reflect those of Loyalti.
14. TERM, TERMINATION, AND PAYMENT OF FEES a. This Agreement is effective between Client and Loyalti as of the date of Client’s acceptance. The initial term of the subscription to the Services is as specified on the Order. THEREAFTER, THE TERM OF THIS AGREEMENT SHALL AUTOMATICALLY RENEW FOR THE SHORTER OF THE SUBSCRIPTION TERM OR ONE (1) YEAR (EACH, A “RENEWAL TERM”) UNLESS A PARTY NOTIFIES THE OTHER PARTY IN WRITING AT LEAST THIRTY (30) DAYS IN ADVANCE OF THE END OF THE THEN-CURRENT TERM THAT IT DOES NOT WISH TO RENEW THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, FOR ANY RENEWAL TERM, LOYALTI RESERVES THE RIGHT UPON WRITTEN NOTICE TO CLIENT AT LEAST THIRTY (30) DAYS IN ADVANCE OF THE END OF THE THEN-CURRENT TERM TO INCREASE THE PRICING IN EFFECT DURING THE IMMEDIATELY PRECEDING ONE-YEAR PERIOD. For free services, the subscription term shall commence upon account creation and remain in effect until terminated. Loyalti may terminate free subscriptions and discontinue free services at any time for any reason at its sole discretion. b. Either Loyalti or Client may terminate this Agreement if: (i) the other Party is in material breach and fails to cure that breach within thirty (30) days after receipt of written notice, or (ii) the other Party ceases its business operations or becomes subject to insolvency proceedings not dismissed within ninety (90) days. c. Upon termination, all rights granted hereunder shall immediately expire, and any use of the Services or Platform shall immediately cease. The following Sections shall survive termination: 2, 3.2, 7-9, 11-17. d. Upon termination by Loyalti under this Section 14, Client shall promptly pay any outstanding fees. Upon termination by Client, Loyalti shall promptly refund any fees paid for unprovided Services. Except in the event of termination caused by an uncured, material breach, fees paid are non-refundable. Bonus credits are not refundable or redeemable for cash. e. Loyalti’s fees are exclusive of any taxes. Client is responsible for all applicable taxes, unless providing a valid tax exemption certificate.
15. NOTICES, GOVERNING LAW, AND JURISDICTION a. If Client resides in the U.S., this Agreement is governed by the laws of Oregon. Each party consents to the exclusive jurisdiction and venue of the courts in Multnomah County Oregon. b. If Client resides outside the U.S., this Agreement is governed by the laws of England and Wales. Each party consents to the exclusive jurisdiction and venue of the courts in London, England. c. Notices must be sent in writing by email to Loyalti at: legal_notices@loyalti.com and shall be deemed delivered upon receipt.
16. PUBLICITY Loyalti may use Client’s name and logo to identify Client as a Loyalti customer, including on Loyalti’s website and marketing materials, subject to compliance with Client’s branding guidelines.
17. GENERAL a. If any provision of this Agreement is unenforceable, it shall be reformed as necessary, and the remainder of the Agreement shall remain valid. b. Loyalti reserves the right to modify the Loyalti Materials and other elements of the Platform at any time. c. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements. Loyalti may update this Agreement with at least thirty (30) days’ notice, except in cases of legal or regulatory changes requiring immediate effect. Continued use of the Services after notice constitutes acceptance of the updated Agreement. d. No failure, delay, or default in performance (other than payment obligations) shall constitute a breach if caused by circumstances beyond a party’s control, such as natural disasters, cyberattacks, or government actions. e. Client may not assign this Agreement without Loyalti’s prior written consent. Loyalti may assign or transfer its rights and obligations without notice or consent. f. Nothing in this Agreement grants rights to third parties. Failure to enforce any rights does not constitute a waiver of future enforcement. g. All waivers must be in writing. A waiver on one occasion does not waive future enforcement. h. Loyalti may use subcontractors but remains responsible for compliance with this Agreement. i. In case of conflict between this Agreement and an Order Form, the Order Form prevails. Any additional terms in purchase orders issued by Client are expressly rejected. j. EXCEPT FOR CLAIMS RELATED TO CLIENT’S INDEMNITY OR PAYMENT OBLIGATIONS, ANY CAUSE OF ACTION MUST COMMENCE WITHIN ONE (1) YEAR AFTER DISCOVERY. OTHERWISE, IT IS PERMANENTLY BARRED.