Membership Agreement | Jackpot Rewards

Membership Agreement - Updated September 30, 2011

By enrolling in the Jackpot Rewards Program, you acknowledge that you have read and understand this Membership Agreement (this "Agreement") and that you agree to be bound by all of its terms. If you do not agree to all of the terms of this Agreement, then you cannot participate in the Program and you should not click the "I agree" button to complete the registration process.

This Agreement constitutes a legally binding agreement between Jackpot Rewards, Inc., a Delaware corporation ("Jackpot Rewards"), and each individual who registers in the Jackpot Rewards Program, as described below (the "Program"), by completing the registration form on the Jackpot Rewards website ("you" or the "Member"). As used in this Agreement, the terms "we" and "us" mean Jackpot Rewards, and the term "our" means Jackpot Rewards'.

This Agreement sets forth the relationship between you and us relating to the Program. You have to accept the terms of this Agreement in order to become a Jackpot Rewards member. By enrolling as a Jackpot Rewards member, you agree to these terms and conditions and that your use of this site and your participation in the Program is subject to this Agreement. By clicking the "I agree" button, you also acknowledge that you have had an opportunity to review the Jackpot Rewards Privacy Statement and Terms of Service or that they have been made available to you.

Membership

Registration. You represent that you are at least 13 years old. You agree that it is your responsibility to keep your Member information current, complete and accurate by periodically updating your information in the appropriate section of our website.
License. Subject to this Agreement, we hereby grant you a non-exclusive, non-transferable license (without the right to sublicense) to participate in the Program for as long as you comply with this Agreement, to participate in the Program, subject to termination by either us or you as provided below. You agree that you obtain no rights other than the rights and licenses expressly granted in this Agreement.
Fees and Billing. Jackpot Rewards will charge your credit card (or other approved facility) provided to us at the time you registered for the Program or as changed by you through the Jackpot Rewards website, to pay for the ongoing cost of Membership in the amount authorized by you at registration, or as changed by you through the Jackpot Rewards website. Payment for the appropriate Membership services will be made in advance by automatic debit to your credit card (or other approved facility). You will be automatically charged for a renewal term equal to the original term and cost upon expiration of the then-current term, and continually thereafter, unless you terminate your Membership in advance of the renewal date pursuant to the process set forth below, or change the term through the Jackpot Rewards website. We will automatically bill your payment method each renewal term on the calendar day corresponding to the commencement of your membership (your "billing day"). In the event your membership began on a day not contained in a given month, we will bill your payment method on the last day of such month, which will become your new billing day. If you are offered a free trial, your payment method will be authorized for up to approximately one term of service at the commencement of the free trial; however, no charges will be made against the payment method unless you do not cancel prior to the end of your free trial. Billing will commence on the day following the end of any applicable free trial period unless you cancel your membership before the end of the free trial. We may change the amount of the regular membership fee at any time subject to the notice procedure set forth in Section 21.3. You are solely responsible for maintaining a valid payment method on file with Jackpot Rewards and for verifying that your membership is paid current at all times. If your payment method fails at any time for any reason, whether or not we choose to terminate your membership, you will not be eligible to receive any of the benefits of membership, including the right as a member to use and access the Program, earn Cash Back, receive referral bonuses, or receive sweepstakes entries (except entries using alternative methods set forth in the Official Rules of the Sweepstakes) until such time as you provide us with a valid payment method. If your payment method fails, Jackpot Rewards reserves the right to re-attempt charges to your payment method for up to 28 days. If such a re-attempt is successful, your memberships benefits will automatically resume, and that day will become your new billing day. From time to time Jackpot Rewards may offer prospective members a free trial offer. If a free trial period is offered, a person may sign up for only one free trial. Free trials are only available to first time customers of Jackpot Rewards and cannot be combined with any other offer. Jackpot Rewards may, at its sole discretion, offer additional free trial period(s) to existing or former customers. YOU MUST CANCEL PRIOR TO THE END OF YOUR FREE TRIAL TO AVOID CHARGES TO YOUR PAYMENT METHOD.
Sweepstakes. If you intend to participate in any of Jackpot Rewards' sweepstakes, you need to review the Official Rules for each sweepstakes because those Rules will govern your participation in the sweepstakes. The Official Rules for each sweepstakes can be found at the Jackpot Rewards website: www.JackpotRewards.com
Cancelation. Your Jackpot Rewards membership will continue in effect unless and until you cancel your membership or we terminate it. You must cancel your membership before it renews each term in order to avoid billing of the next term's membership fees to your payment method. You may cancel your membership to Jackpot Rewards at anytime. To cancel, click the words "Don't Renew" in the "My Billing Information" section on the "My Account" page and follow the instructions for cancellation. If you choose to cancel, cancellation will be effective immediately but all your membership benefits will continue until the end of the last day of your current term.
Policies. You agree to comply with this Agreement, and all other policies, rules and terms and conditions as set forth in the Program materials, including materials found on websites of Participating Merchant, either in print or on our website (collectively, the "Policies"). The Policies, including any amendments which may be made from time to time, are hereby incorporated by reference into this Agreement. We may modify this Agreement or the Policies at any time upon notice given in accordance with this Agreement. This Agreement and the Policies as so amended will be posted on our website, and your continued use of the Program thereafter will constitute your affirmative acceptance of any such amendment and your agreement to the terms thereof. You also acknowledge and agree that any information you provide to a Participating Merchant is subject to that Participating Merchant's own privacy and data collection policies.

Member Obligations

No Unauthorized Use of the Program. You agree that you will not, and will not permit others to:
1. provide any unauthorized third party with access to the Program or any information, data, text, links, images, software, chat, communications and other content available through the Internet and proprietary to Jackpot Rewards (collectively, "Content") by any means;
2. modify, reverse engineer, reverse assemble or decompile any of the software applications used by you in connection with your participation in the Program;
3. engage in any activity that does not comply with U.S. law or other applicable law and regulations or otherwise engage in any illegal, manipulative or misleading activity through the use of the Program;
4. introduce into the Program any code intended to disrupt the Program, alter or delete its Content, access confidential Content on our website or interfere with the operation of the Program, including, but not limited to, distribution of unsolicited advertising or mail messages and propagation of computer worms and viruses;
5. post any material in any form whatsoever on our website or within the Program that is defamatory, obscene or otherwise unlawful or violates any third party's right of privacy or publicity; or
6. infringe any third party's patent, copyright, service mark, trademark or other intellectual property right of any kind or misappropriate the trade secrets of any third party in connection with your use of the Program.
Security. You will maintain the confidentiality of the user name and passwords by which you access your account at the Jackpot Rewards website , and will allow access to the Jackpot Rewards website and your account only by authorized persons, and not by any program, expert system, electronic agent, "bot" or other automated means. Any use of your assigned user name or passwords will be deemed to be your use. If there is a breach of security through your account, you will immediately change your password and notify us of such breach. You agree that, unless you have first notified us immediately of any such breach, we should assume that any instruction transmitted using your user name and password is yours and has been authorized by you, and we will have no obligation to inquire into the propriety of such instruction. You will not permit any use of the Program that would damage, interfere with or unreasonably overload the Program. You acknowledge that Jackpot Rewards will not contact you to solicit your user name or password.
Discontinuation or Suspension of Use. We may, in our sole discretion, at any time and without prior notice:
1. change the Participating Merchants;
2. change, discontinue or limit access to the Program or any functionality, feature or other component of the Program; or
3. suspend or terminate your use of or access to all or part of the Program upon giving you notice of such suspension or termination.

Participating Merchant Offers and Payment of Contributions

Cash Back. Subject to this Agreement, you will earn Cash Back on all Qualifying Purchases made from Participating Merchants, in the amounts shown on the Jackpot Rewards websites. Cash Back amounts will be based on the net price of eligible items purchased, excluding tax, shipping and handling. In general, Cash Back will not be earned for any portion of your purchase that you pay for with store credit, gift certificates or other similar non-cash payments. Solely as a convenience, we may provide a promotional page or other description on the Jackpot Rewards website of each Participating Merchant's terms and conditions. Participating Merchants may impose conditions or restrictions different from, or in addition to, those described on such promotional pages or in such descriptions. We are not responsible for setting or maintaining the amount of the Contributions offered by any Participating Merchant or for requirements of any Participating Merchant's program or offer. Each Participating Merchant has reserved the right to change at any time, and without notice, the amount or percentage of any Cash Back it offers as well as the terms and conditions of any qualifying purchase. Your continued use of the Program thereafter will constitute acceptance of such terms and conditions. We do not represent or warrant that any particular Participating Merchant will participate in the Program at the time you join the Program or at any time thereafter. For the purposes of this Agreement, a purchase is a "Qualifying Purchase" once all conditions in a Participating Merchant's offer with respect to that purchase, including any waiting periods, have been satisfied.
Cash Prizes. If you chose to enter a sweepstakes that Jackpot Rewards may offer from time to time you may, subject to the Official Rules of the sweepstakes, be eligible to win cash prizes. Subject to the Official Rules of the sweepstakes, cash prizes less than $600, may be paid into a Member's Rewards Account.
The Rewards Account.
1. Cash Back amounts you accrue as a result of Qualifying Purchases will be posted to your individual account on the books of Jackpot Rewards (the " Rewards Account"). The Jackpot Rewards website will display a summary of activity in your Rewards Account. Generally, Cash Back amounts will be posted to your Rewards Account within three to five days of when the Participating Merchant ships your Qualifying Purchase. The actual timing of when the Cash Back amount is posted to your account will vary depending on the Participating Merchant and some Participating Merchants may take longer than three to five days. We will not be liable for damages resulting from any failure to post Cash Back amounts to a Rewards Account in a timely manner and such amounts, even after posting, are not available for redemption except in accordance with Section 12.3 below. No more than $1,000 Cash Back will post to your Rewards Account on any single calendar day. If you have made Qualifying Purchases resulting in your eligibility to receive more than $1,000 Cash Back in a single day, we will post any amounts in excess of $1,000 on successive days to your Rewards Account, in amounts up to $1,000 Cash Back each day, subject to the quarterly limitation of $2,000 Cash Back described below in Section 12.2. You acknowledge and accept that you are solely responsible for checking your Rewards Account regularly to verify that Cash Back amounts have been properly posted. If you believe that a Cash Back amount has not been properly posted to your Rewards Account, then you must inform Jackpot Rewards within six (6) months of the Qualifying Purchase for which you are claiming that Cash Back should have been posted and must be able to provide proof of such transaction acceptable to Jackpot Rewards. Jackpot Rewards reserves the right, however, to determine, in its sole and absolute discretion, whether Cash Back amounts should have been posted to your Rewards Account. You acknowledge that any such determination by Jackpot Rewards will be final and binding.
2. An amount in cash equal to the Cash Back amount posted to your Rewards Account will be deposited and held in a designated pooled account established and maintained by Jackpot Rewards or its agent as agent "for the benefit" of Jackpot Rewards Members with a regulated financial institution (the "FBO Account") no later than the time your Cash Back amount is available for redemption pursuant to Sections 12.3 or 17.2 below. We will not commingle any Jackpot Rewards operating funds with the monies held in the FBO Account. Funds representing rebates arising from Qualified Purchases for which Participating Merchants are responsible will generally be remitted to the FBO Account within seventy-five (75) days of the Qualifying Purchase. The maximum amount of Cash Back that you can earn in any calendar quarter is $2,000. You will not receive interest on any funds deposited in the FBO Account. Except as contemplated by Section 14, Cash Back amounts will remain in the Rewards Account until payments are distributed from the FBO Account or the Cash Back amount is otherwise disposed of in accordance with Sections 12.3 or 17.2. below. Participating Merchants have no role in verifying, administering or maintaining any Rewards Account or the FBO Account. Your rights with respect to payments for redeemed Cash Back amounts held in your Rewards Account exist only with respect to monies actually deposited in the FBO Account.
3. Reward payments will be paid or otherwise made available for redemption (in accordance with offers made available by Jackpot Rewards in its sole discretion) to you on a quarterly basis within sixty (60) days of the last day of each calendar quarter. Such payments will be sent to you in the form of a check mailed to the address you submitted at the time you registered for the Program. If your Cash Back amount posted to your Rewards Account do not exceed twenty dollars ($20.00) ("Minimum Payment Level"), at the end of any quarterly period, we reserve the right not to make any reward payment to you. Such Cash Back amount will, however, remain in your Rewards Account, except as provided in Section 17. If you do not cash any check we send to you within ninety (90) days, we have no obligation to send you another check in successive calendar quarters unless you have accumulated at least an additional twenty dollars ($20.00) in your Rewards Account or are otherwise eligible for redemption (such as a result of termination, subject to Section 17).
4. Payments for cash prizes won in a Jackpot Rewards Sweepstakes that are deposited into the Rewards Account will be paid to you on a quarterly basis within sixty (60) days of the last day of each calendar quarter. Such payments will be sent to you in the form of a check mailed to the address you submitted at the time you registered for the Program.
5. You may pay your Membership fees, as described in Section 3 above, using the balance in your Cash Back account. You can select this option when you register and provide your payment method details or by returning to the Jackpot Rewards website, entering your user name and password, and updating the payment method details in the My Account Section of the Jackpot Rewards website. If you choose to pay for your Membership fees using the balance in your Cash Back account we will deduct the Membership fees from the Cash Back account in the same way detailed in Section 3. If your Cash Back account does not have a sufficient balance to pay for the Membership fees then we will charge your credit card (or other approved facility) the balance of the Membership fees.
No Responsibility for Participating Merchants. You agree that Jackpot Rewards is not an agent of any Participating Merchant and that Participating Merchants operate independently of, and are not under the control of, Jackpot Rewards with respect to the Program or otherwise. Accordingly, we do not represent or warrant, or give any assurances, that any Participating Merchant will award Cash Back for any particular transaction even where such transaction would appear to qualify for such Cash Back under either Jackpot Rewards or Participating Merchant statements. We are not responsible for the failure of any Participating Merchant to award Cash Back in accordance with the terms of that Participating Merchant's offer. Further, your participation in offers or promotions of, or correspondence with, any Participating Merchant is solely between you and that Participating Merchant. We do not assume any liability, obligation or responsibility for any part of any such correspondence, offer or promotion, including without limitation the withdrawal or modification of any such offer or promotion. Also, no Participating Merchant assumes any liability, obligation or responsibility for our conduct with respect to the Program. Qualifying purchases must be completed online, and your on line shopping session must start by clicking on a Merchant link in the Jackpot Rewards Shopping site. Purchases made at a Participating Merchant store location or by telephone will not earn Cash Back.
Returning and Rescinding Contributions. In our sole discretion, we may deduct Cash Back amounts from your Rewards Account in order to make adjustments for returns and cancellations with respect to Qualifying Purchases. If you have redeemed Cash Back amounts held for your benefit in your Rewards Account and you subsequently reverse the transaction with a Participating Merchant that generated such Cash Back, or otherwise are required to issue a credit for Cash Back to the Participating Merchant pursuant to the terms of the applicable offer, whether or not you are still participating in the Program, you will remain solely responsible for the repayment of the award payment credited from Cash Back amounts resulting from such purchase, and we may apply and set off any future Cash Back you earn against such obligation and/or repay the amount of any such credited award payment from funds payable to you from Cash Back held for your benefit in your Rewards Account. If you fail to repay such amount, we reserve the right to take any and all legal action necessary to collect the dollar amount from you, including but not limited to pursuing such claim in a court of law, employing a debt collection agency or reporting such claim to a credit reporting agency. We reserve the right to rescind Cash Back amounts posted to your Rewards Account and to bar you from earning Cash Back, or terminate the Membership of any Member that we believe, in our sole discretion, is abusing or has abused the Program, including, without limitation, by engaging in fraudulent activities, by engaging in a pattern of returning products after the corresponding Cash Back amounts have been credited, or creating or attempting to create or participating in any market in Cash Back amounts, or engaging in or accepting any broad-based solicitation of Contributions, and you agree to forfeit any and all Cash Back you have received through the Program in the event you have engaged in any such activities.
Account Adjustments. In the event of any abusive or fraudulent activity related to the Program, as determined by us in our sole discretion, we reserve the right to make any adjustments to your Rewards Account at any time. Any such adjustments, however, will be made in accordance with this Agreement, the Policies, any applicable laws, rules or regulations, and the terms of any Participating Merchant offers.

Use of Information

Use of Information.
1. You acknowledge that in order to administer the Program, we will collect information about you and your purchases from Participating Merchants. You authorize us to use any such information and to disclose such information (a) to our representatives and agents, (b) to third parties, where necessary or convenient for transfer or redemption of your accumulated Cash Back or otherwise in connection with the Program, (c) to comply with requests, orders or subpoenas from courts of law or any regulatory, legislative or administrative bodies and (d) otherwise in accordance with the terms of the Jackpot Rewards Privacy Statement on our website. You represent that you have full authority to register the credit or debit card you register for payment for the Program and to receive information about the transactions effected using such cards, accounts or identifiers.
2. You authorize us, at the time you register a credit or debit card for payment for the Program, to request authorization from the applicable credit or debit card issuer for a transaction on such credit or debit card in order to protect against fraud or other abuse; provided that we will reverse such transaction promptly upon receipt of authorization or rejection from the credit or debit card issuer.

Miscellaneous

Termination; Expiration or Forfeiture of Rewards Accounts.
1. This Agreement is effective when accepted by you, and will remain in effect and legally bind you and us until you or we terminate your membership in the Program. You may terminate your membership in the Program at any time in accordance with the procedures established on our website from time to time. We may terminate your membership in the Program without cause immediately after notice to you of such termination at any time. If we terminate your membership and you registered for a multi-month membership term (for example 3, 6, or 12 month terms) we will refund the unused portion of your membership fee. Refunds will be based on the number of full unused months remaining in your membership term.
2. If this Agreement has terminated, then we will close your Rewards Account. Forty-five (45) days following the end of the calendar quarter in which your membership is terminated we will redeem the Cash Back balance held for your benefit in the Rewards Account pursuant to Section 12. Only Cash Back amounts earned and posted to your account as of the effective date of the termination will be available for redemption. You must wait a minimum of forty-eight (48) hours following a Qualified Purchase to terminate your Rewards Account if you wish to earn Cash Back to which you are otherwise entitled arising from such purchase and have them post to your Rewards Account. You are solely responsible for ensuring the Cash Back amounts have posted to your Rewards Account before terminating your membership. If you terminate your membership or we terminate your membership, you may forfeit any Cash Back amounts that have not posted to your Rewards Account before the effective date of your termination, unless you request and we reinstate your membership as described below. An administrative fee to close your account equal to three dollars ($3.00) will be deducted from the balance of your Rewards Account prior to issuing your final redemption check. If the remaining balance in your Rewards Account is three dollars ($3.00) or less, we will not issue a check to you. THE ADMINISTRATIVE FEE WILL NOT BE DEDUCTED FROM AMOUNTS IN THE REWARDS ACCOUNT RELATED TO CASH PRIZES. FOR EXAMPLE, IF AN ACCOUNT HAS A $10 BALANCE FROM A CASH PRIZE AND NO BALANCE RELATED TO CASH BACK AMOUNTS, THEN THE MEMBER WILL BE PAID $10 IF THE ACCOUNT IS CLOSED. You may request reinstatement of your membership by emailing memberservices@jackpotrewards.com within thirty (30) days of the effective date of the termination of your membership. The decision to reinstate your membership is in the sole discretion of Jackpot Rewards and may be contingent upon you paying the regular fee for the intervening period. If your membership is reinstated you will retain all Cash Back earned and posted to your Rewards Account and you will not be charged the administrative fee to close your account.
3. Upon any termination of this Agreement, your right to use and access the Program, to earn Cash Back, and to receive award payments and your license under Serction 2 will terminate and Sections 13, 14, 15, 16, 17, 18, 19, 20 and 21 hereof will survive in accordance with their terms. Subject to the limitations set forth in this Agreement, termination will not prejudice either your or our remedies at law or in equity.
4. If your account is terminated and remains inactive for twelve (12) months and you fail to cash your final redemption check, we will deduct an inactivity fee equal to three dollars ($3.00) per month from the remaining balance in your Rewards Account.
Certain Disclaimers; Indemnification.
1. Disclaimer of Warranties.
  1. THE SERVICE IS PROVIDED ON AN "AS AVAILABLE" AND "AS IS" BASIS AND WITHOUT EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WE MAKE NO WARRANTY AS TO THE QUALITY, ACCURACY, COMPLETENESS, OR VALIDITY OF ANY MATERIALS RELATED TO THE PROGRAM AND DO NOT WARRANT THAT THE FUNCTIONALITY OF SUCH PROGRAM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT SUCH PROGRAM OR THE SERVER(S) THAT MAKE(S) IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
  2. JACKPOT REWARDS WEBSITE AND THE PROGRAM MAY CONTAIN FACTS, VIEWS, OPINIONS, STATEMENTS, OR RECOMMENDATIONS OF PARTICIPATING MERCHANTS. WE DO NOT REPRESENT OR ENDORSE THE ACCURACY, CURRENTNESS, OR RELIABILITY OF ANY ADVICE, OPINION, STATEMENT, RECOMMENDATIONS, OR OTHER INFORMATION DISPLAYED, UPLOADED, OR DISTRIBUTED BY SUCH PARTICIPATING MERCHANT. YOU ACKNOWLEDGE THAT ANY RELIANCE ON ANY SUCH OPINION, STATEMENT, RECOMMENDATIONS OR INFORMATION WILL BE AT YOUR SOLE RISK. FURTHERMORE, WE DO NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE QUALITY OF, OR ACCURACY OF ADVERTISEMENTS FOR, ANY MERCHANDISE, PRODUCTS OR SERVICES OFFERED OR PROVIDED BY ANY PARTICIPATING MERCHANT IN CONJUNCTION WITH THE PROGRAM.
2. Exclusion of Certain Damages. We will not be liable for any damages, including indirect or consequential damages, arising from:
  1. any failure to screen users or Members of the Program;
  2. acts or omissions of any users or Members of the Program;
  3. materials posted by, or of, any party other than Jackpot Rewards or any use thereof;
  4. the accuracy, dependability, privacy, security, authenticity or completeness of data transmitted over or obtained using the Internet; or
  5. any failure to perform any obligation hereunder, or from any delay in the performance thereof, due to causes beyond our reasonable control, including the elements, acts of God, labor disputes, acts of terrorism, acts of civil or military authority, fires, floods, epidemics, quarantine restrictions, failure or erratic behavior of telecommunications or power system, sabotage, armed hostilities, riots or government regulation of the Internet.
  In addition to the foregoing, on occasion, Participating Merchants, Jackpot Rewards and/or any of their respective third party agents may fail to track your Qualified Purchases due to computer system failures or interruptions beyond the reasonable control of the tracking party. Furthermore, certain hardware devices and software such as pop-up blockers, ad blocking software, viruses, worms, Trojans, adware, spyware and malware can interfere with the tracking of Cash Back amounts and/or the operation of our website. Neither Jackpot Rewards nor any Participating Merchant shall be liable for your failure to receive Cash Back or important information about the Program as a result of a computer system failure or interruption or hardware devices or software on your computer or network.
3. Indemnification.YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS JACKPOT REWARDS, ITS PARENT COMPANY, SUBSIDIARIES AND OTHER AFFILIATES, CONSULTANTS, AGENTS, SUPPLIERS, ADVERTISERS, PARTICIPATING MERCHANTS, AND THEIR RESPECTIVE MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS AND AGENTS FROM ANY AND ALL THIRD PARTY CLAIMS, LIABILITY, DAMAGES AND COSTS (INCLUDING, BUT NOT LIMITED TO, ATTORNEYS' FEES) ARISING OUT OF, IN CONNECTION WITH OR RESULTING FROM YOUR USE OF JACKPOT REWARDS OR OUR SERVICES, FOR ANY MATERIALS IN ANY FORM WHATSOEVER THAT ARE PROVIDED BY YOU (OR THROUGH YOUR USER NAME AND/OR PASSWORD), YOUR VIOLATION OF THIS AGREEMENT (INCLUDING WITHOUT LIMITATION RELATING TO A BREACH BY YOU OF SECTION 7), THE JACKPOT REWARDS TERMS OF SERVICE OR JACKPOT REWARDS' PRIVACY POLICIES, OR YOUR INFRINGEMENT, OR INFRINGEMENT BY ANY OTHER USER OF YOUR ACCOUNT, OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY PERSON OR ENTITY. YOU AGREE TO COOPERATE AS FULLY AS REASONABLY REQUIRED IN OUR DEFENSE AND/OR SETTLEMENT OF ANY CLAIM. WE RESERVE IN OUR REASONABLE DISCRETION THE RIGHT TO ASSUME EXCLUSIVE CONTROL OVER THE DEFENSE AND SETTLEMENT OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU.
Limitation of Liability.
1. IN NO EVENT WILL JACKPOT REWARDS, ITS PARENT COMPANY, SUBSIDIARIES OR OTHER AFFILIATES, OR ITS SUPPLIERS, ADVERTISERS, PARTICIPATING MERCHANT, CONSULTANTS OR AGENTS, OR THEIR RESPECTIVE MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS AND AGENTS (THE "COVERED PARTIES") BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF USE, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, AND COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, HOWSOEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE ARISING OUT OF, IN CONNECTION WITH OR RESULTING FROM: (A) THE USE OF, OR THE INABILITY TO USE, THE JACKPOT REWARDS WEBSITES OR SERVICES OR ANY INFORMATION CONTAINED THEREON, (B) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, (C) THE STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE JACKPOT REWARDS WEBSITES OR SERVICES, (D) RELIANCE ON CONTENT OR POSTINGS ON THE JACKPOT REWARDS WEBSITES OR SERVICES, OR (E) ANY OTHER MATTER RELATING TO THE JACKPOT REWARDS WEBSITES OR THE SERVICES.� THESE LIMITATIONS WILL APPLY WHETHER OR NOT JACKPOT REWARDS HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.� BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS OUR LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
2. IN NO EVENT WILL JACKPOT REWARDS' LIABILITY OR THE LIABILITY OF ANY OTHER COVERED PARTY TO YOU EXCEED $100.00 IN THE AGGREGATE.� YOU AGREE THAT ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF YOUR USE OF WWW.JACKPOTREWARDS.COM, RELATED SERVICES, OR THESE TERMS OF SERVICE\ OR JACKPOT REWARDS' PRIVACY POLICIES MUST BE FILED WITHIN ONE YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR IT SHALL FOREVER BE BARRED, NOTWITHSTANDING ANY STATUTE OF LIMITATIONS OR OTHER LAW TO THE CONTRARY.
Electronic and Oral Communications.
1. Member and Account Guest Instructions. We may rely on your oral and electronic instructions. In addition, you consent to the monitoring and recording of your telephone conversations with us for training or compliance purposes or to provide a record of your instructions. You agree that we will not be liable for honoring oral instructions received from any person claiming to be you, provided reasonable verification procedures have been followed. We may follow any instructions received by electronic means through the Jackpot Rewards website just as if you had given such instructions in person, regardless of whether or not you have personally initiated such instructions.
2. Jackpot Rewards Communications. You consent to the receipt of all reports, transaction confirmations, account statements, correspondence and other information from us electronically through either (i) access to your Rewards Account on our website or (ii) the email address provided by you to us. You are responsible for updating your email address if it changes by logging into your account at www.JackpotRewards.com and updating your communication preferences on our website. We will not be responsible for your inability to connect to the Internet or to access the Jackpot Rewards website or otherwise not to receive electronic communications. Electronic communications are presumed to be delivered to and received by you when sent by us, whether actually received or not. You acknowledge that you have access to hardware and software meeting the system requirements set forth on the Jackpot Rewards website necessary to receive from us correspondence and records in electronic form. You may withdraw the consent to have those records provided or made available in electronic form by mailing written notice to Jackpot Rewards. Such request will be made by mailing a written request to Jackpot Rewards, Inc. at 60 Hickory Drive, 6th Floor; Waltham, MA 02451, Attn: Customer Program. If you withdraw such consent, we reserve the right to terminate this Member Agreement.
General.
1. Governing Law. The validity, construction and interpretation of this Agreement, and the rights and duties of the parties hereto, will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, excluding its conflicts of laws principles, and expressly excluding (i) The United Nations Convention on Contracts for the International Sale of Goods, (ii) the 1974 convention on the Limitation Period in the International Sale of Goods, and (iii) the Protocol amending the 1974 Convention, done at Vienna April 11, 1980. Each party hereto agrees that all claims relating to this Agreement will be heard exclusively by a state or federal court in Massachusetts. Accordingly, each party hereby consents to the exclusive jurisdiction of any state or federal court in the Commonwealth of Massachusetts over any proceeding related to this Agreement, irrevocably waives any objection to the venue of any such court, and irrevocably waives any claim that any such proceeding in such a court has been brought in an inconvenient forum. Notwithstanding what is set forth hereinabove, you also agree that any action or dispute that you have against us can be arbitrated, at our option, in Boston, Massachusetts, with Eric Green of Resolutions, LLC or his designee acting as the arbitrator, all in accordance with the Rules of Resolutions, LLC.
2. Assignment. You may not assign your rights and obligations under this Agreement, in whole or in part, without our prior written consent, and any such assignment without such consent will be null and void. We may assign our rights and obligations under this Agreement, in whole or in part, without your consent. This Agreement will inure to the benefit and burden of the parties hereto and their permitted successors and assigns.
3. Notices. Any notice by one party hereto to the other will be in writing (which may include email) and either personally delivered, delivered by Internet email, or sent via reputable overnight courier or certified mail, postage prepaid and return receipt requested. Notices will be sent to you at the Internet email address or the mailing address specified in your account profile and to us at Jackpot Rewards, Inc. 60 Hickory Drive, 6th Floor; Waltham, MA 02451, Attn.: Member Services, or any other address of which either party hereto may from time to time notify the other in accordance with this Section 21.3. All notices will be in English and will be deemed effective on the date of personal delivery, upon confirmation of email transmission, upon signed receipt from an overnight courier, or five days after deposit with the U.S. Postal Program.
4. No Waiver; Severability. The waiver by either party hereto of a breach or default of any provision of this Agreement by the other party hereto will not be construed as a waiver of any succeeding breach or default of the same or any other provision, nor will any delay or omission on the part of either party hereto to exercise or avail itself of any right, power or privilege that either party has, or may have hereunder, operate as a waiver of any right, power or privilege by such party. If any provision of this Agreement is held to be invalid, such invalidity shall not effect the remaining provisions.
5. Relief. You acknowledge and accept that any breach of Section 7 above is likely to irreparably harm us and will not be susceptible of cure by monetary damages. Consequently, if you breach any provisions of Section 7 above, then we will be entitled to obtain injunctive or other equitable relief in addition to any remedies we may have at law.
6. Third-Party Beneficiary. Each Participating Merchant is hereby expressly made a third party beneficiary of this Agreement and may enforce this Agreement directly against you.
7. Entire Agreement. This Agreement represents the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter hereof (including without limitation, earlier versions of this Agreement that may have been accepted by you through the Jackpot Rewards website or otherwise). We reserve the right to modify this Agreement at any time upon notice given in accordance with this Agreement. Your non-termination and continued use of the Program after notice of any modification of this Agreement will constitute affirmative acceptance by you of such modification and your consent to abide by any terms thereof. You acknowledge that the most recent version of this Agreement will be located on the Jackpot Rewards website under Membership Agreement. No other act, document, usage or custom will be deemed to amend or modify this Agreement.

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