Last Updated: OCTOBER 3, 2024
Brands that use our Services to offer Rewards to Users agree to these additional terms or restrictions (“Additional Terms”). These Additional Terms incorporate our Terms of Service, Privacy Policy, Acceptable Use Policy, and any updates thereto (collectively, as used in these Additional Terms, the “Terms”). When Brands use our Services, they also agree to all of our Terms. Capitalized terms not otherwise defined herein shall have the meaning given to them in the Terms of Service or Privacy Policy.
In the event of a conflict between these Additional Terms and the provisions of the Terms of Service or Privacy Policy, these Additional Terms shall prevail.
Company and the Services act only as an intermediary to facilitate – and not to direct or control – any partnerships, communications, and transactions among the Users and Brands. Company is not a party to any relationship or separate agreement entered into between or among the Users and Brands, and Company disclaims any and all liability relating to any such agreement. Any purchase or redemption by a User of a Brand’s Rewards is a direct relationship between such User and Brand.
You acknowledge and agree that the Services, including all associated intellectual property rights, are the exclusive property of Company and its licensors.
Conditioned upon your compliance with the Terms and your payment of Fees (defined below), Company hereby grants you a limited, non-exclusive, non-transferable license, to access, view, and use the Services to offer Rewards to Users.
Notwithstanding anything to the contrary in the Terms, we consent to your use of the Services in a commercial context that is in accordance with the Terms, provided that you may not, and will not, resell, repackage, or otherwise offer any portion of our Services, either directly or indirectly, for commercial purposes as if they were your own products or services.
You have no right to sublicense the license rights granted in this section.
You may not and will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, transmit, broadcast, or otherwise exploit any of our Services, products, or offerings, except as expressly permitted in these Additional Terms and as enabled by the Services themselves when used in accordance with the Additional Terms.
No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Company or its licensors, except for the licenses and rights expressly granted in these Additional Terms.
You will not allow any third party other than expressly authorized employees, contractors, or agents (“Authorized Users”) to access or use the Services.
You may permit Authorized Users to use the Services, provided that: (a) Authorized Users provide accurate, complete and current contact information and keep such information up to date; and (b) you ensure each Authorized User complies with all of our Terms and you remain responsible for any act or omission by Authorized Users in connection with their use of the Services.
You will, and will require all Authorized Users to, use all reasonable means to secure usernames and passwords, hardware and software used to access the Services in accordance with customary security protocols, and will promptly notify us if you know or reasonably suspect that any username and/or password has been compromised. Each account for the Services may only be accessed and used by the specific Authorized User for whom such account is created.
Fees. You shall pay the non-refundable fees detailed in our online order page or pages, or other ordering document issued by us and accepted by us specifying the Services we will provide to you under these Additional Terms (“Fees”).
You must enter valid payment details to pay the Fees for using the Services. By continuing to use the Services, you are authorizing us to charge your chosen payment method to pay for the ongoing cost of using our Services. Should valid payment details not be provided, we may suspend you from the Services.
You may elect a monthly or annual billing option, or from among other options offered by us, when placing your order for our Services. We may change our offering of billing options, including by limiting or ceasing to offer any billing option, upon thirty days’ written notice (which may be by email). Billing options may not be available to all Brands.
Should a payment be missed (for example, due to an expired credit card), Company may contact you to inform you of the problem. You will then have 14 days to pay the overdue Fees in full, and if you do not, we may suspend your account. Such a period for a missed payment only applies after a successful payment in a previous month has been made.
Monthly Fees. If you select the monthly option, you agree to pay the Fees on a monthly basis. Payment is in advance on the same day each month on the day before the signup date.
Annual Fees. If you select the annual option, you agree to be committed to purchasing our Services for an annual term.
Tiers. Company may offer a series of plans that give different levels of benefits to Brands. From time to time, Company may alter the benefits provided by each of the plans. Should this be the case, Brands will be notified and given 30 days to decide whether they stay on the same plan, move to a different one, or cancel their membership.
Invoices. For each payment made, an invoice is sent to the Brand. Any queries relating to these should be directed to the support team using the contact information below.
Price Revisions. We reserve the right to: (a) change the Fees or applicable charges and to institute new charges and Fees at our sole discretion, upon thirty (30) days’ prior notice to Brand (which may be sent by email); and (b) charge additional Fees for any additional features, upgrades, or other benefits, including higher subscription tiers, not currently offered by Company under these Additional Terms.
Cancellation. Brands may cancel access to the Services via their account or by contacting us using the contact information below. In such circumstances, all data associated with the Brand may be lost and may not be recoverable. Company will not be held responsible for any losses when closing an account.
Contingent on Payment. Your access to our Services is conditioned on your payment of Fees, and we reserve the right to suspend your access to our Services in the event of any unpaid and overdue Fees.
Taxes. Brands are responsible for all sales, use, ad valorem and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, multinational or local governmental regulatory authority on any amount payable by Brand to Company hereunder, other than any taxes imposed on Company’s income. Without limiting the foregoing, in the event that a Brand is required to deduct or withhold any taxes from the amounts payable to Company hereunder, the Brand will pay an additional amount so that Company receives the amounts due to it hereunder in full, as if there were no withholding or deduction.
You represent and warrant that:
You represent and warrant that you are the owner of, or otherwise have the right to provide, all content that you submit, post, and/or otherwise transmit through the Services (“Brand Content”). We do not claim ownership of the Brand Content you provide to us; however, we do require a license to such Brand Content. You hereby grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to host, use, distribute, modify, copy, store, publicly perform, communicate to the public, broadcast, reproduce, make available, display, translate, and create derivative works of any Brand Content provided by you in connection with the Services. We may use our rights under this license to operate, provide, and promote the Services and to perform our obligations and exercise our rights under the Terms. You represent, warrant, and agree that you have all necessary rights in the Brand Content to grant this license. You irrevocably waive any and all moral rights you may have in the Brand Content in favor of Company and agree that this waiver may be invoked by anyone who obtains rights in the Brand Content through us, including anyone to whom Company may transfer or grant (including by way of license or sublicense) any rights in the Brand Content.
You hereby grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to use the names, trademarks, service marks and logos associated with your Brand Content and your Rewards to operate, provide, and promote the Services and to perform our obligations and exercise our rights under the Terms. This license will survive any termination of the Additional Terms solely to the extent that Company requires the license to exercise any rights or perform any obligations that arose during the term of the Additional Terms.
We shall have the right to collect and analyze clickstream, usage, analytics, performance, application logs, and anonymized data relating to the provision, use and performance of various aspects of the Services and related systems and technologies, and we will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other offerings, (ii) use such information and data to train and improve AI models and algorithms, solely in aggregate or other de-identified form except where authorized by you in writing, and (iii) disclose such data solely in aggregate or other de-identified form in connection with our business.
Except as otherwise provided in these Additional Terms, you retain all rights and intellectual property rights embodied in your Rewards, exclusive of any content provided by Company. You are responsible for the content of your files, backing up your files and the sales of your Rewards. Company acts as a service provider to showcase and promote your Rewards and cannot be held responsible for unintended redemption or distribution due to incorrect configuration of products under the Services (e.g., setting the wrong points cost, setting the wrong stock levels, creating too many discount codes, etc.).
Company does not systematically review all files that you store with the Services. It is your responsibility to ensure the Rewards are legal and within the conditions laid out in our Acceptable Use Policy or other applicable policies. Company reserves the right to periodically review Rewards for violations of law or any of our policies. Violations may result in the Rewards being removed or your account being terminated.
You agree to indemnify and hold harmless Company and its officers, directors, employees, agents and affiliates (each, an “Indemnified Party”), from and against any losses, claims, actions, costs, damages, penalties, fines and expenses, including without limitation attorneys’ fees and expenses, that may be incurred by an Indemnified Party arising out of, relating to or resulting from (a) your Rewards; (b) your misuse of the Services; (c) your violation of the Terms or any of our policies; or (d) your violation of any applicable laws, rules or regulations through or related to the use of the Services. In the event of any claim, allegation, suit or proceeding alleging any matter potentially covered by the agreements in this section, you agree to pay for the defense of the Indemnified Party, including reasonable costs and attorneys’ fees incurred by the Indemnified Party. We reserve the right, at our own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defenses. This provision does not require you to indemnify any Indemnified Party for any unconscionable commercial practice by such party, or for such party’s negligence, fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Services. You agree that the provisions in this section will survive any termination of your account, these Additional Terms, or your access to the Services.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT OF LAW, YOUR USE OF THE SERVICES ARE ENTIRELY AT YOUR OWN RISK. CHANGES ARE PERIODICALLY MADE TO THE SERVICES AND MAY BE MADE AT ANY TIME WITHOUT NOTICE TO YOU. THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE CONTENT MADE AVAILABLE THROUGH THE SERVICE, OR THE TEXT, GRAPHICS OR LINKS.
WE DO NOT WARRANT THAT THE SERVICES WILL OPERATE ERROR-FREE OR THAT THE SERVICES ARE FREE OF COMPUTER VIRUSES AND OTHER HARMFUL MALWARE. IF YOUR USE OF THE SERVICES RESULT IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE SHALL NOT BE RESPONSIBLE FOR THOSE ECONOMIC COSTS.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA OR DATA BREACH, OR (B) FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES (INCLUDING ATTORNEYS’ FEES) IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE TWO (2) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT. Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, OUR LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SERVICES, OR ANY OTHER ITEMS OR SERVICES PROVIDED BY US, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTY OF NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT THE SERVICES (INCLUDING ANY SERVERS OR OTHER HARDWARE, SOFTWARE AND ANY OTHER ITEMS USED OR PROVIDED BY US IN CONNECTION WITH THE SERVICES) ARE PROVIDED "AS IS" AND THAT WE MAKE NO WARRANTY THAT THE SERVICES WILL BE FREE FROM BUGS, FAULTS, DEFECTS OR ERRORS OR THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED.
If we become aware that your use of the Services violates our Terms or is a prohibited activity, we will notify you and request that you correct the violation. If you fail to promptly correct the violation, then we may suspend all or part of your use of the Services until the violation is corrected.
Notwithstanding the above paragraph, we may immediately suspend all or part of your use of the Services (including suspending the underlying Authorized Users) if (a) we reasonably believe the suspension is needed to protect our Services, our infrastructure supporting the Services, or any other Brand or User of the Services; (b) there is suspected unauthorized third-party access to the Services; (c) we reasonably believe that immediate suspension is required to comply with any applicable laws; or (d) you are in breach of the Terms.
The termination and suspension rights in the Terms of Services will apply to Brands, and we may exercise them as to your use of the Services as a whole or only with respect to a Brand’s Rewards. In particular, we may suspend or terminate your participation as a Brand in our Services in the event of a dispute between you and another Brand, or between you and a User, as applicable. In addition to suspending or terminating your access to our Services, we reserve the right to take appropriate legal action, including pursuing civil, criminal or injunctive redress, and will have no liability to you or any third party for any such termination or suspension.
Even after your right to access and use our Services is terminated, these Additional Terms will remain enforceable against you. Upon termination: (a) you will cease any further use of the Services and any information that was made available to you prior to the termination; (b) all rights granted to you under these Additional Terms will automatically terminate; and (c) certain data (e.g. content, submissions, etc.) may be deleted and you will have no right or claim in this respect. All provisions which by their nature should survive to give effect to those provisions shall survive the termination of these Additional Terms.
If you have any pending transactions with a User relating to your Rewards, you shall not cancel your subscription until all pending transactions have completed. In the event of termination, all Fees due to Company, including without limitation, any Fees up to the end of the then-current billing cycle at time of cancellation shall remain payable to Company. No refunds for any Fees will be provided for partial billing periods.
To the extent that any dispute, claim, or controversy arises between you and another Brand, or between a User and a Brand, the terms of the Dispute Resolution section of the Terms of Service shall apply as between the relevant parties. Company will not be responsible for any such disputes, claims, or controversies arising between such parties.
support@onwebspot.com.