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Social Rewards

Terms & Conditions

June 10, 2010

Social Rewards, Inc., a Delaware corporation (“Social Rewards”), owns and operates a service that enables customers of hotel and other loyalty programs to retransmit promotional offers to their social media contacts, tracking their activities and allowing them to earn credits in the form of loyalty program points (“Points”) for related transactions (the “Program”), administered through a website located at http://socialrewards.com and/or co-branded or customized sites (each, a “Site”, and together with the Program, the “Services”) operated on behalf of a loyalty marketing partner (each, a “Partner”).

This Terms of Use Agreement, as may be modified from time to time (“Agreement”), constitutes legally binding terms and applies to your use of the Services. By accessing, using, registering for or enrolling in the Services, you agree to be bound by this Agreement, whether you are a “Visitor” (which means that you simply browse the Services, including, without limitation, through a mobile or other wireless device, or otherwise use the Services without being registered) or you are a “Member” (which means that you have registered for the Services). The term “User” refers to a Visitor or a Member, as well as users of other social media services such as Twitter or Facebook with whom you communicate in the course of participating in the Program. You are authorized to use the Services (regardless of whether your access or use is intended) only if you agree to abide by all applicable laws, rules and regulations (“Applicable Law”) and the terms of this Agreement. In addition, in consideration for becoming
Member and/or making use of the Services, you must indicate your acceptance of this Agreement during the registration process.

We reserve the right to modify this Agreement at any time and from time to time, and each such modification shall be effective upon posting on the Services. All material modifications will apply prospectively only. Your continued use of the Services following any such modification constitutes your agreement to be bound by and your acceptance of the Agreement as so modified. It is therefore important that you review this Agreement regularly. If you do not agree to be bound by this Agreement and to abide by all Applicable Law, you must discontinue use of the Services immediately. You may receive a copy of this Agreement by contacting us.

1.Eligibility.

Use of the Services and registration to be a Member is void where prohibited. By using the Services, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are a United States resident 18 years of age or older; and (d) your use of the Services does not violate any Applicable Law. Social Rewards reserves the right to limit enrollment at any time. Corporations or other business entities are not eligible to become Members. Program membership and use is limited to one individual per Social Rewards account. Social Rewards allows only one email address per Member.

2.Earning Points.

Program terms will vary depending on the Partner involved. As a condition of earning Points, you agree to comply at all times with the terms of all applicable Social Rewards and Partner offers, promotions, and programs, which terms are hereby incorporated by reference. In general, Members may earn Points by transmitting a Partner’s offer or promotion to their social media contacts using social media such as Twitter or Facebook. Social Rewards will generate unique URLs for promotional offers to be transmitted by Members, enabling Social Rewards to credit the Member’s account the applicable number of Points. Social Rewards is under no obligation to provide Members with any particular number of Point-earning opportunities or send messages to them. Social Rewards is not responsible and assumes no liability for changes or discontinuances of service from Partners which may affect offers or the accrual of Points. You are responsible for ensuring that Points earned are properly credited. If you believe that Points have been earned but not properly credited, you may be required to submit documentation or other proof satisfactory to Social Rewards.

3.Redeeming Points.

Points may be redeemed only for rewards as offered through Social Rewards and its Partners at the time of redemption. Points have no cash value. Social Rewards and its Partners are not responsible for lost or stolen rewards once issued. Rewards are subject to change at any time without notice. The number of Points required to redeem for a reward is subject to change at any time without notice. Points will be subtracted from a Member’s account once the redemption order is placed by the Member and captured by the Social Rewards system. Once used to claim a reward, Points will not be reinstated to the Member’s account. You agree to confirm that all information in your personal profile is up-to-date and accurate as of the time of any redemption.

4.Expiration; Inactive Accounts. ALL UNUSED POINTS WILL EXPIRE TWELVE (12) MONTHS AFTER ISSUANCE. SOCIAL REWARDS SHALL HAVE NO OBLIGATION TO NOTIFY OR REMIND MEMBERS OF THE UPCOMING EXPIRATION OF ANY UNUSED POINTS.

Social Rewards reserves the right to cancel or disable accounts and expire unredeemed Points in those accounts that are inactive for a period of twelve (12) consecutive months. Social Rewards reserves the right to limit the opportunities to earn Points available to Members while they remain inactive.

5.Non-Transferability.

Members' right to use the Program is non-transferable. Points are non-transferable and shall be void if transferred. Points and/or rewards may not be bartered or sold. Social Rewards accounts and Points are not transferable upon death or as part of a domestic relations matter or otherwise by operation of law.

6.Term.

This Agreement, and any posted revision to this Agreement, shall remain in full force and effect while you use the Services or are a Member. You may terminate your Membership at any time, for any reason, by contacting us. Social Rewards may terminate your Membership at any time, for any or no reason, with or without prior notice or explanation, and without liability. Furthermore, we reserve the right, in our sole discretion, to deny, restrict, suspend, or terminate your access to all or any part of the Services at any time, for any or no reason, with or without prior notice or explanation, and without liability. Even after Membership is terminated, this Agreement will remain in effect, including, without limitation, Sections 7 through 21.

7.Fees.

You acknowledge that Social Rewards reserves the right to charge for any portion of the Services and to change its fees (if any) from time to time in its discretion. If we terminate your Membership because you have breached the Agreement, you shall not be entitled to the refund of any unused portion of any such fees or payments.

8.Password.

When you sign up to become a Member, you may also be asked to choose a password. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the account, username, email address or password of another Member at any time or to disclose your password to any third party. You agree to notify us immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account.

9.Personal Use Only.

The Services are for the personal use of Members and may not be used for commercial purposes unless specifically endorsed or authorized by Social Rewards. Illegal and/or unauthorized use of the Services is prohibited. We reserve the right to take appropriate legal action for any illegal or unauthorized use of the Services.

10.Prohibited Conduct.

You agree not to abuse Social Rewards privileges by conduct which is detrimental to the interests of the Program, Social Rewards or any Partner, including without limitation attempting to accrue Points or spend Points in a manner inconsistent with the Program rules or intent of this Agreement, having multiple accounts, attempting to earn Points through other than legitimate channels, participating in purchasing or redemption fraud, or tampering with award links, etc. Social Rewards reserves the right to terminate or disable, at our sole discretion, any Social Rewards membership if we believe such Member has violated or acted inconsistently with the Program rules or intent of this Agreement. Disabling or termination of membership may result in a Member’s inability to redeem or earn Points and/or in the cancellation of all of the Member’s Points. Social Rewards shall be the sole determiner in cases of suspected abuse, fraud, or violation of its rules and any decision it makes relating to termination of membership (including cancellation of Points) shall be final and binding. Social Rewards reserves the right to adjust your Point balance with award reversals for items returned or transactions not completed or cancelled.

11.Proprietary Rights in Content.

By posting any text, images, works of authorship, or any other materials (collectively “Content”) on, through or in connection with the Services, you hereby grant to Social Rewards a license to use, modify, delete from, add to, publicly perform, publicly display, reproduce, and distribute such Content on, through or in connection with the Services, including, without limitation, distributing part or all of the Services and any Content included therein, in any media formats and through any media channels. The license you grant to Social Rewards is non-exclusive, fully paid and royalty-free, sublicensable, and worldwide. You represent and warrant that: (i) you own the Content posted by you on, through or in connection with the Services, or otherwise have the right to grant the license set forth in this Section 6, and (ii) the posting of your Content on, through or in connection with the Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. The Services contain Content of Social Rewards and its Partners (“Social Rewards Content”). Social Rewards Content is protected by copyright, trademark, patent, trade secret and other laws, and we own and retain all rights in the Social Rewards Content and the Services. Social Rewards hereby grants you a limited, revocable, nonsublicensable license to reproduce and display the Social Rewards Content (excluding any software code) solely for your personal use in connection with viewing the Site and using the Services, which may include retweeting or reposting content in connection with Partners’ promotional campaigns.

12.Content Prohibited.

Please choose carefully the information that you post on, through or in connection with the Services and that you provide to other Users. Social Rewards or any Partner may refuse to grant Points for Content for any or no reason, including, but not limited to, Content that in our sole judgment violates this Agreement or which may be offensive, illegal or violate the rights of any person or entity, or harm or threaten the safety of any person or entity. You are solely responsible for the Content that you post on, through or in connection with the Services, and any material or information that you transmit to other Members and for your interactions with other Users.

13.Copyrights and Other Intellectual Property.

Social Rewards respects the intellectual property of others, and requires that our users do the same. You may not upload, embed, post, email, transmit or otherwise make available any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. It is Social Rewards’ policy to terminate, in appropriate circumstances, the membership of repeat infringers. If you believe your work has been copied and posted on or through the Services in a way that constitutes copyright infringement, please send our Copyright Agent a notification of claimed infringement with all of the following information: (a) identification of the copyrighted work claimed to have been infringed; (b) identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on the Services (providing the URL(s) of the claimed infringing material satisfies this requirement); (c) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (e) a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf; and (f) your physical or electronic signature.

Our Copyright Agent for notification of claimed infringement can be reached as follows:
Copyright Agent, Social Rewards,
21250 Hawthorne Blvd., Suite 540, Torrance, CA 90503;
Fax: 310-218-5677
Phone: 310-218-5678
Attn: Copyright Agent. Our Copyright Agent can also be reached electronically at copyright@socialrewards.com.

14.Privacy.

Use of the Services is also governed by our Privacy Policy, which is incorporated into this Agreement by this reference.

15.Disclaimers.

The Services are provided on a strictly “as is” and “as available” basis. SOCIAL REWARDS MAKES NO WARRANTY WITH REGARD TO ANY PRODUCTS, SERVICES, OR REWARDS OBTAINED BY MEMBERS THROUGH THE PROGRAM OR THROUGH SOCIAL REWARDS ADVERTISERS OR PARTNERS; THAT THE PROGRAM WILL MEET MEMBERS’ REQUIREMENTS; OR THAT THE PROGRAM WILL BE UNINTERRUPTED, TIMELY, ERROR FREE; NOR DOES SOCIAL REWARDS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PROGRAM OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE PROGRAM. Social Rewards expressly disclaims any and all express and implied warranties, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Social Rewards shall not be liable or responsible for those guarantees, warranties, and representations, if any, offered by Social Rewards advertisers, Partners, manufacturers of merchandise, or suppliers of services. No advice or information, whether oral or written, obtained by Member from Social Rewards or through the Program shall create any warranty not expressly made herein.

16.Limitation on Liability.

IN NO EVENT SHALL SOCIAL REWARDS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF SOCIAL REWARDS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, SOCIAL REWARDS’ LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO SOCIAL REWARDS FOR THE SERVICES.

17.Partner Responsibilities.

Members’ correspondence with or participation in promotions of Partners are solely between the corresponding Member and the Partner. Social Rewards assumes no liability, obligation, or responsibility for any part of any such correspondence or promotion, including without limitation withdrawal or modification of any offer or promotion. In some cases, there may be delay in the crediting of Points for promotions of Partners due to their failure to provide necessary information to Social Rewards for such crediting of Points. Social Rewards will not be responsible or liable for the delay or failure to credit Points in such event.

18.U.S. Export Controls.

Software available in connection with the Services (the “Software”) is further subject to United States export controls. No Software may be downloaded from the Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk.

19.Disputes.

The Agreement shall be governed by, and construed in accordance with, the laws of the State of California, United States, without regard to its conflict of law provisions. You and Social Rewards agree to submit to the exclusive jurisdiction of the state and federal courts located within Los Angeles County, California, to resolve any dispute arising out of the Agreement or the Services. EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING, BUT NOT LIMITED TO, ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. FURTHER, EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. EACH OF THE PARTIES ACKNOWLEDGES THAT THIS SECTION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY ENTERING INTO THIS AGREEMENT.

20.Indemnity.

You agree to indemnify and hold Social Rewards, its subsidiaries, and affiliates, subcontractors and other partners, and their respective officers, directors, agents, partners, employees and volunteers, harmless from any loss, liability, claim, or demand, including, but not limited to, reasonable attorneys’ fees, made by any third party due to or arising out of your use of the Services in violation of this Agreement, arising from a breach of this Agreement or any breach of your representations and warranties set forth in this Agreement, or any Content that you post on, through or in connection with the Services.

21.Other.

This Agreement is accepted upon your use of the Site or Services and is further affirmed by you becoming a Member. Your agreement with Social Rewards will always include this Agreement at a minimum. Your access and use of certain Services may require you to accept additional terms and conditions applicable to such certain Services, in addition to this Agreement. The failure of Social Rewards to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions. To contact us regarding any questions about this Agreement, please use the Contact Social Rewards. info@socialrewards.com
I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.