Merchant Terms and Conditions

Riiwards Inc. (hereinafter, "Riiwards" and also "we" or "us") offers an application which allows merchants to provide loyalty plans and rewards directly to consumers through web and mobile applications (“Applications”), and provides merchants with programs and applications to track consumers’ use thereof. These Merchant Terms and Conditions (“Terms”) govern Merchant access and use of the Applications. “Merchant” means any merchant, business, vendor entity and its agents that provides promotional, marketing and advertising content (“Content”) to its end-customers (“Consumers”).

Please read these Terms carefully. These Terms govern your use of Riiward’s Applications and provision of content to your customers. Merchant must accept these Terms prior to signing up Merchant business on Riiwards using Riiwards’ website (e.g. www.Riiwards.com, www.Riiwards.net) or a third party web site which is affiliated with Riiwards or distributing Riiwards Applications. By installing, using or downloading the Applications or providing Content to Merchant’s customers, Merchant signifies assent to these Terms.

Changes may be made to these Terms from time to time. If you do not accept these Terms, do not download, use, install the Applications or make any Riiwards Content available to Consumers. Riiwards will make reasonable efforts to notify Merchant of any updates to these Terms. Notwithstanding the foregoing, Merchant’s continued use of the Applications or provision of the Services to Consumers will be deemed acceptance to amended or updated Terms. As such, Merchants must regularly check for updates to Riiwards’ Terms. If you do not agree to any of these Terms, please do not use the Applications.

Definitions: In these Terms, the following terms when capitalized have the meanings set forth in this Section.
1. “Merchant” means an end user that has been granted a license by Riiwards to use the Application, and who has accepted the Riiwards User Terms and Conditions.
2. “Riiwards User Terms and Conditions” may be amended by Riiwards in its sole discretion, a current version of which is available here.
3. “Content” means any advertising, promotional or marketing content provided by Merchant for provision to any Consumer (including, without limitation, any loyalty plans or rewards) and including any logos, trade names, trademarks or other content of Merchant included in such content.
4. “Consumer” is any end-user, a person, who joined a loyalty club provided to merchants through a Riiwards application.
License: Subject to the terms and conditions hereof, during the period these Terms are in effect Riiwards hereby grants Merchant a limited, revocable, non-exclusive, non-transferable, non-sublicenseable, license solely to use the Applications and to provide the Content to Consumers.

Restrictions: Merchant shall maintain all copyright and other proprietary notices contained in the Applications. Except as set forth expressly herein, Merchant shall not, and shall not permit any third party, to (a) reverse engineer or attempt to find the underlying code of, the Application; (b) modify the Application, or insert any code or product, or in any other way manipulate the Application; or (c) modify, frame, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate to any third party or on any third-party web site, or otherwise use the Applications except as expressly permitted by these Terms. To the extent any of the restrictions set forth in this Section are not enforceable under applicable law, Merchant shall inform Riiwards in writing in each instance prior to engaging in the activities set forth above. Riiwards reserves the right to make modifications to the Terms? at any time without prior notice.

Content: Merchant may provide Content to Consumers through the Applications as permitted by Riiwards. Merchant shall remain at all times solely responsible for the full functionality, accuracy, reliability, integrity, quality or validity of all Content. Merchant represents and warrants that no Content infringes the intellectual property rights or moral rights or any third party. Riiwards reserves the right, at its sole discretion, to remove any Content that violates these Terms at any time, without prior notice, or require Merchant to do so. Merchant shall remain solely liable for any loyalty plans or rewards offered to Consumers, and shall fully indemnify Riiwards for its failure to satisfy any of its obligations pursuant to such plans or rewards. Riiwards does not claim ownership of Content. However, Merchants grants Riiwards a non-exclusive, royalty-free, worldwide license of all rights to use, edit, modify, include, incorporate, adapt, record and reproduce Content for the purposes of these Terms..

Intellectual Property:
1. Riiwards Property: Title to and ownership of and all proprietary rights in or related to (a) the Application and related documentation and all enhancements, derivatives, bug fixes or improvements to the foregoing; (b) all trade names, trademarks, and logos of Riiwards; and (c) all data collected by Riiwards' server side software with regard to the foregoing (collectively, “Riiwards Property”) shall at all times remain solely with Riiwards or its licensors.
2. Merchant Property: Subject to Section ‎6.1, title to and ownership of and all proprietary rights in or related to Content and all the trade names, trademarks, and logos of Merchant shall at all times remain with Merchant and its licensors (collectively, “Merchant Property”).
Consumer Data: Riiwards will provide Merchant with certain specified data regarding Consumer, including the name of the Consumer and certain mutually agreed data regarding the Consumer’s activities at Merchant’s business location (“Consumer Data”). Merchant agrees that it shall at all times comply with Riiwards' Privacy Policy and all applicable law, rules and regulations with respect to all Consumer Data and all uses thereof. Merchant shall fully indemnify Riiwards (and its officers, directors, employees and consultants) for all breaches of its obligations under this provision. Consumer Data may include: customer's name, email, demographic information, number of visits, visits details, offers usage.

Support: Consumers may contact Riiwards with regard to the support for the Application using email at [email protected] or using other forms of communication as described on our website

Confidentiality: Merchant acknowledges that Riiwards may disclose to Merchant certain confidential information belonging to and relating to Riiwards, the Application. Merchant may disclose to Riiwards certain information regarding its business and operations. Either party (the “Receiving Party”) receiving information from the other party (the “Disclosing Party”) which the Disclosing Party has marked or identified as confidential or proprietary, or which should clearly be considered confidential proprietary (collectively, “Confidential Information”), agrees to keep such Confidential Information confidential during and after the Term and not disclose or use except in performance of the Receiving Party’s obligations hereunder. Confidential Information shall not include information (i) already lawfully known to or independently developed by the Receiving Party without access to or use of the Confidential Information of the Disclosing Party, (ii) received by the Receiving Party from any third party without restrictions, (iii) publicly and generally available, free of confidentiality restrictions; or (iv) required to be disclosed by law, provided that the Receiving Party provides prompt notice of such requirement. The Receiving Party shall restrict disclosure of Confidential Information to those of the Receiving Party’s employees and officers with a reasonable need to know such information and which are bound by written confidentiality obligations no less restrictive than those set out herein. Merchant will not disclose any information regarding the results of any testing or evaluation of the Application or Services to any third party without Riiwards' prior written consent.

Warranties; Indemnification; Disclaimer.
1. Merchant Warranties: Merchant represents and warrants that the Content: (a) does not contain material that is obscene, defamatory, libelous, racially or ethnically insensitive, harassing, threatening or otherwise offensive; (b) does not contain pornography or material that may be harmful to a minor; (c) does not contain material that violates or infringes the intellectual property, moral or contractual rights of any third party; (d) does not contain any virus, worm, Trojan horse, or other harmful or disruptive component; and (e) complies with all applicable law, regulations and rules, including all applicable law regarding advertising, marketing and promotional content and services.
2. Merchant Indemnification: Merchant shall defend, indemnify and hold harmless Riiwards from and against any and all suits, proceedings, assertions, damages, costs, liabilities or expenses (including court costs and reasonable attorneys’ legal fees) which Riiwards may suffer or incur in connection with any actual claim, demand, action or other proceeding by any third party arising from or relating to (i) a claim that the Content infringes or violates any third party intellectual property rights, provided however, that Merchant shall have no obligation to indemnify Riiwards where such claim of infringement relates solely to the Riiwards Property incorporated in the foregoing; (ii) use of any Consumer Data not in compliance with Riiwards' then-current privacy policy or in violation of applicable law, rule or regulation; or (iii) any other breach of these Terms, including the representations and warranties set forth in Section ‎11.1.
3. DISCLAIMER: THE APPLICATION, SERVICES AND RELATED DOCUMENTATION ARE PROVIDED “AS-IS”. RIIWARDS EXPRESSLY DISCLAIMS ANY WARRANTIES (INCLUDING WITH REGARD TO THE PERFORMANCE OF THE APPLICATION OR SERVICES AND WITHOUT LIMITATION, EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. ANY RELIANCE ON THE APPLICATION OR THE SERVICES IS AT MERCHANT’S OWN RISK, AND RIIWARDS DOES NOT AND SHALL NOT ACCEPT ANY LIABILITY FOR THE APPLICATION OR THE SERVICES, INCLUDING WITHOUT LIMITATION ANY MISTAKES OR INACCURACIES IN LOYALTY PLANS OR REWARDS CREATED OR MADE AVAILABLE THROUGH THE APPLICATION OR SERVICES.

LIMITATION OF LIABILITY: IN NO EVENT SHALL RIIWARDS , ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SHAREHOLDERS, BE LIABLE TO MERCHANT, ANY CUSTOMER OR ANY OTHER THIRD PARTY FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO GENERAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, DIRECT, SPECIAL OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATING TO THE APPLICATION OR SERVICES. IN ANY CASE, RIIWARDS' ENTIRE LIABILITY UNDER ANY PROVISION OF THESE TERMS SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT RECEIVED FROM MERCHANT HEREUNDER.

Promotion; Publicity: All promotion, advertising and distribution of the Application shall be consistent with Riiwards' standard policies and reputation. Both parties may agree in writing to include a reference to the other party and its logo on its website, marketing and promotional materials (in any medium) subject to the compliance by each party with the applicable trademark guidelines of the other party. The Parties may agree to issue a joint press release in a form mutually agreeable to the Parties announcing the formation of the relationship between the Parties. The text of such press release and announcements, and any future announcement or publication concerning the existence or terms of this agreement, shall be mutually agreed to by the Parties prior to publication, except that either Party may re-publish information contained in a previously approved press release, including on a Party’s website and in marketing materials.

The term of this agreement (“Term”) shall commence on the date Merchant accepts these Terms and shall continue for a period of 6 months, and shall thereafter automatically renew, unless otherwise terminated in accordance with these Terms.
1. Termination: Either party may terminate this agreement with advance notice of 30 days, provided, however, that Riiwards may terminate these Terms and all rights granted hereunder without notice if Merchant employs or markets the Application or Services in violation of any applicable law, rule or regulation.
  
  If Application has been obtained through 3rd party sites, 3rd party site terms for termination, payment, refund, renewal supersedes these Terms.
2. Effect of Termination: Upon expiration or termination of these Terms for any reason, (a) Merchant shall immediately cease the use of the rights licensed hereunder, and shall immediately cease all provision of Content to its consumers; (b) each party shall make payment to the other of all amounts due hereunder as of the date of termination; and (c) Merchant shall cease the use of all Riiwards Property and shall promptly return to Riiwards all copies of Riiwards Confidential Information or destroy same, at Riiwards' discretion.
3. Survival: Sections ‎3 (Restrictions), ‎7 (Intellectual Property), ‎8 (Customer Data), ‎10 (Confidentiality), ‎11 (Warranties; Indemnification; Disclaimer), ‎12 (Limitation of Liability) any accrued and unpaid payments, and this Section ‎12.4 shall survive the termination or expiration of these Terms for any reason.

Merchant agreement (“You” refers to a customer as defined in clause 1 of this document). In order to manage your loyalty club, you will be provided with: Access to the online dashboard, from where you can track and modify the various features of your club. By signing below, you agree to the following: a) to run your loyalty program in a fair and non-abusive manner. b) to keep the logion information safe and secure. c) b) to keep the optionally provided devices (handsets or tablets) safe and secure.

You understand that while Riiwards grants you access to its platform, the responsibility for managing your loyalty club lies with you. Pricing: You agree to the Riiwards pricing plans as presented online, or as presented to you by an authorized representative of Riiwards or a 3rd party site. You assume responsibility to send the device back within 30 days of cancelation to avoid a replacement fee. Riiwards does not take responsibility to pay for shipping and devices must be sent back in working condition.

Miscellaneous: Riiwards and Merchant are and intend to remain independent parties. Nothing contained in these Terms shall be deemed or construed to create the relationship of principal and agent or of partnership or joint venture, and except as otherwise specifically agreed upon in writing by the parties, neither party shall hold itself out as an agent, legal representative, partner, subsidiary, joint venturer, servant or employee of the other. Neither party nor any officer or employee thereof shall, in any event, have any right collectively or individually, to bind the other party, to make any representations or warranties, to accept service of process, to receive notice or to perform any act or thing on behalf of the other party, except as authorized in writing by such other party in its sole discretion. These Terms represent the entire agreement between the parties regarding the subject matter hereof and supersedes any and all other agreements between the parties, whether written or oral, regarding the subject matter hereof. These Terms may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A waiver of any default hereunder or of any of the terms and conditions of these Terms shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed. Riiwards may assign its rights or obligations pursuant to these Terms. Merchant agrees not to assign any rights under these Terms; any attempted assignment shall be null and void and shall result in the termination of these Terms. If any part of these Terms shall be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of these Terms which shall remain in full force and effect. These Terms shall be governed by the laws of the State of California.

Refund Policy: Riiwards offers a 14 day money back guarantee for all plans without free trial, where if cancellation is requested within 14 days of activating a premium membership, Riiwards will issue a full refund. Riiwards does not issue refunds retroactively for any payment made on a recurring subscription (monthly, quarterly, semi-annual or annual) when the cancellation request is made after the charge in question. Businesses can cancel anytime, for any reason, with no cancellation fees.

Some of the Services offered on the Website require payment of fees ("Premium Services"). If you elect to sign up for Premium Services, you shall pay all applicable fees, as described on the Website in connection with such Premium Services selected by you. Riiwards reserves the right to change its prices at any time. You authorize Riiwards directly or through third parties, to make any inquiries it considers necessary to validate your account and financial information that you provided while signing up for such Services. Please note that according to internal agreements, Riiwards is entitled to collect fees from Merchants on behalf of the Premium Services, to process any payments and/or refunds and/or take any billing actions as required in connection with the collection of the fees on behalf of the Premium Services. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. You agree to pay any such taxes that might be applicable to your use of the Services and payments made by you to Riiwards. All fees related to using Premium Services are charged automatically using the payment method as determined in the Website. If Riiwards does not receive a request by the user, through email or phone for Charged Services termination you acknowledge and understand that Riiwards will continue to charge you for the Premium Services as long as your account remains active regardless if the Charged Services are used or not. If, at any time, you contact your bank or credit card company and decline or otherwise reject the charge of any payable fees, this act will be considered a breach of your obligation hereunder and your use of the Premium Services will be automatically terminated. Your use of the Premium Services will not resume until you re-subscribe for any such Premium Services. Users purchasing Premium Services shall pay any and all prices and fees due for such Services. All prices and fees are non-refundable unless otherwise expressly noted, even if such Charged Services are suspended, terminated, or transferred prior to the end of the Services term. Riiwards expressly reserves the right to change or modify its prices and fees at any time, and such changes or modifications shall be posted online at the Website and effective immediately without need for further notice to any user. Any changes or modifications in prices and fees shall be effective when the Services in question come up for renewal as further described below.

AUTO RENEWALS: IN ORDER TO ENSURE THAT YOU DO NOT EXPERIENCE AN INTERRUPTION OR LOSS OF SERVICES, MOST SERVICES OFFER AN AUTOMATIC RENEWAL OPTION. THE AUTOMATIC RENEWAL OPTION AUTOMATICALLY RENEWS THE APPLICABLE SERVICE FOR A RENEWAL PERIOD EQUAL IN TIME TO THE ORIGINAL SERVICE PERIOD. FOR EXAMPLE, IF YOUR ORIGINAL SERVICE PERIOD IS FOR ONE YEAR, YOUR RENEWAL PERIOD WILL BE FOR ONE YEAR. WHILE THE DETAILS OF THE AUTOMATIC RENEWAL OPTION VARY FROM SERVICE TO SERVICE, THE SERVICES THAT OFFER AN AUTOMATIC RENEWAL OPTION TREAT IT AS THE DEFAULT SETTING. THEREFORE, UNLESS YOU CANCEL YOUR SUBSCRIPTION RIIWARDS WILL AUTOMATICALLY RENEW THE APPLICABLE SERVICE WHEN IT COMES UP FOR RENEWAL, AND WILL TAKE PAYMENT FROM THE PAYMENT METHOD YOU HAVE ON FILE WITH RIIWARDS AT THEN CURRENT RATES, WHICH YOU ACKNOWLEDGE AND AGREE MAY BE HIGHER OR LOWER THAN THE RATES FOR THE ORIGINAL SERVICE PERIOD. YOU MAY CANCEL YOUR SUBSCRIPTION FROM SUCH SERVICES PRIOR TO THE AUTOMATIC RENEWAL AT ANY TIME. IN SUCH EVENT THE SERVICES SHALL BE DISCONTINUED UPON THE EXPIRATION OF THE RESPECTIVE PERIOD YOU HAVE PAID FOR AND YOU SHALL NOT HAVE ANY CLAIMS TOWARDS RIIWARDS IN RELATION TO THE DISCONTINUATION OF THE SERVICES.

Cancellation by User: You may discontinue to use and request to cancel your premium membership at any time. The effective date and time of such cancellation shall be the date and time on which you have completed the cancellation process on the Services, and the effective date for cancellation of Services shall be at the end of such Service’s subscription period. Notwithstanding anything to the contrary in the foregoing, with respect to automatically-renewed subscriptions to paid Services, such subscription will be discontinued upon the expiration of the respective period for which you have already made payment, unless you have chosen to cancel such subscription immediately.