1. Introduction

Riiwards Tech LLC is a limited liability company organized under the laws of the State of California, United States, with its principal place of business at 4695 Chabot Drive, Suite 200 Pleasanton, CA 94588, USA, Email: [email protected] (“Riiwards”, “we”, “us”, or “our”).

Riiwards provides software applications, platforms, and related services that enable businesses to create, manage, and operate customer loyalty and promotional programs for consumers, including rewards, promotional messages, and marketing campaigns, delivered through communication channels such as email, SMS, and other digital messaging. These services may also include reporting, analytics, and integrations with third-party platforms (collectively, the “Applications” or “Services”). The Applications are made available through web-based dashboards, consumer-facing web or mobile experiences, and integrations with third-party platforms.

“Business” means any business, vendor entity and its agents, including any Authorized Representative (as defined below), that provides promotional, marketing and advertising content (“Content”) to its end-customers (“Consumers”).

2. Acceptance of Terms

Please read these Terms carefully. Business must accept these Terms prior to signing up for the Applications using Riiwards’ website (e.g., www.riiwards.com, www.riiwards.net, www.birthdayclub.io) or a third-party website affiliated with Riiwards or distributing the Applications.

By installing, using or downloading the Applications or providing Content to Business’s customers, Business signifies assent to these Terms. If you do not agree to these Terms, do not download, use, or install the Applications or make any Content available to Consumers.

3. Changes to Terms

Riiwards may make modifications to these Terms from time to time and will make reasonable efforts to notify Business of material changes. Notwithstanding the foregoing, Business’s continued use of the Applications or provision of the Services to Consumers will be deemed acceptance of amended or updated Terms. Business is encouraged to review these Terms periodically for updates.

4. Definitions

In these Terms, the following terms when capitalized have the meanings set forth below:

• “Application(s)” means Riiwards’ web and mobile applications and related dashboard(s) made available to Business.
• “Content” means any advertising, promotional or marketing content provided by Business for provision to any Consumer (including, without limitation, any loyalty plans or rewards) and including any logos, trade names, trademarks or other content of Business included in such content.
• “Consumer” is any end-user, a person, who joined a loyalty club provided to Businesses through a Riiwards application.
• “Consumer Data” has the meaning set forth in Section 8.
• “Privacy Policy” means Riiwards’ then-current privacy policy, as made available on Riiwards’ website(s).
• “Services” means the Applications and any related services made available by Riiwards to Business.
• “Authorized Representative” has the meaning set forth in Section 7.

5. License

Subject to the terms and conditions hereof, during the period these Terms are in effect Riiwards hereby grants Business a limited, revocable, non-exclusive, non-transferable, non-sublicensable license solely to use the Applications and to provide the Content to Consumers.

6. Restrictions

Business shall maintain all copyright and other proprietary notices contained in the Applications. Except as expressly permitted by these Terms, Business 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, 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 website, or otherwise use the Applications except as expressly permitted by these Terms.

(d) use the Applications or Services in a manner that is abusive, fraudulent, malicious, deceptive, or unlawful, including but not limited to knowingly or intentionally:

• sending or facilitating unsolicited, bulk, or spam communications;
• introducing malware, harmful code, or attempting to bypass, probe, or compromise the security or integrity of the Applications or related systems;
• intentionally submitting false, misleading, or corrupted data, or attempting to manipulate reporting, analytics, or system behavior;
• interfering with, disrupting, or degrading the performance of the Applications or Services, or attempting to do so;
• using the Applications in a way that violates applicable laws, regulations, or third-party platform policies (including email or messaging provider policies).

Riiwards reserves the right to suspend or terminate access to the Applications immediately upon detecting or reasonably suspecting a violation of this Section. To the extent any restriction above is not enforceable under applicable law, Business shall inform Riiwards in writing in each instance prior to engaging in the relevant activity.

7. Content

Business may provide Content to Consumers through the Applications as permitted by Riiwards. Business shall remain at all times solely responsible for the full functionality, accuracy, reliability, integrity, quality or validity of all Content.

Business represents and warrants that no Content infringes the intellectual property rights or moral rights of 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 Business to do so.

Business 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, Business 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 providing the Services and operating the Applications.

8. Authorized Representatives; Agencies

Business may authorize a third party, such as a marketing agency or consultant (“Authorized Representative”), to access and manage the Business’s account and use of the Applications on Business’s behalf.

Business remains fully responsible and liable for all acts and omissions of its Authorized Representatives, including compliance with these Terms, applicable law, and Riiwards’ policies.

Any access granted to an Authorized Representative is at Business’s sole risk. Riiwards may rely on instructions, configurations, and Content submitted by an Authorized Representative as if submitted by the Business.

Authorized Representatives have no independent rights under these Terms, and nothing herein creates any partnership, agency, reseller, or joint venture relationship between Riiwards and any Authorized Representative.

Ownership of Content and Consumer Data remains with the Business, subject to these Terms and the Privacy Policy. Business represents and warrants that it has obtained all necessary authorizations from its clients or end-customers to permit Authorized Representatives to access and manage the Applications on its behalf.

9. Intellectual Property

9.1 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.

9.2 Business Property. Subject to the license granted in these Terms, title to and ownership of and all proprietary rights in or related to Content and all the trade names, trademarks, and logos of Business (collectively, “Business Property”) shall at all times remain with Business and its licensors.

10. Consumer Data

Riiwards may provide Business with certain specified data regarding Consumers and Consumer activities in connection with the Services (“Consumer Data”).

Business 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.

Business shall fully indemnify Riiwards (and its officers, directors, employees and consultants) for all breaches of its obligations under this provision.

Consumer Data may include personal and usage information relating to Consumers as further described in Riiwards’ Privacy Policy.

11. Support

Consumers may contact Riiwards with regard to support for the Application using email at [email protected] or using other forms of communication as described on Riiwards’ website(s).

12. Confidentiality

Business acknowledges that Riiwards may disclose to Business certain confidential information belonging to and relating to Riiwards and the Application. Business 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 that: (i) was already lawfully known to or independently developed by the Receiving Party without use of the Confidential Information; (ii) is received from a third party without restrictions; (iii) is publicly and generally available free of confidentiality restrictions; or (iv) is 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 its employees and officers with a reasonable need to know such information and who are bound by written confidentiality obligations no less restrictive than those set out herein.

Business 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.

13. Warranties; Indemnification; Disclaimer

13.1 Business Warranties. Business 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; (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.

13.2 Business Indemnification. Business 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 Business shall have no obligation to indemnify Riiwards where such claim relates solely to 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; or (iii) any other breach of these Terms, including the representations and warranties set forth in Section 13.1.

13.3 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), INCLUDING WITHOUT LIMITATION, ANY 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 BUSINESS’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.

14. Limitation of Liability

IN NO EVENT SHALL RIIWARDS, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SHAREHOLDERS, BE LIABLE TO BUSINESS, 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 BUSINESS HEREUNDER.

15. 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 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.

16. Term; Cancellation; Third-Party Platforms

16.1 Term. The term of this agreement (“Term”) shall commence on the date Business accepts these Terms and shall continue for the subscription period selected by Business at signup, renewal, or plan change (e.g., monthly, annual, or other plan duration), unless and until terminated in accordance with these Terms.

16.2 Cancellation by Business. Business may terminate these Terms at any time through the in-app cancellation functionality or, where the Application is obtained via a third-party platform (including Wix), in accordance with the cancellation procedures and terms of such third-party platform.

16.3 Termination by Riiwards. Riiwards may terminate these Terms immediately if Business violates applicable law or these Terms.

16.4 Third-Party Terms. If the Application has been obtained through third-party sites, the third-party site terms for termination, payment, refund, and renewal supersede these Terms to the extent of any conflict.

17. Effect of Termination; Survival

17.1 Effect of Termination. Upon expiration or termination of these Terms for any reason: (a) Business 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) Business 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.

17.2 Survival. Sections 6 (Restrictions), 9 (Intellectual Property), 10 (Consumer Data), 12 (Confidentiality), 13 (Warranties; Indemnification; Disclaimer), 14 (Limitation of Liability), any accrued and unpaid payments, and this Section 17 shall survive termination or expiration of these Terms for any reason.

18. Pricing; Fees; Taxes; Refunds; Auto-Renewals

18.1 Pricing and Fees. You agree to the pricing applicable to the Services as presented to you at the time of signup, purchase, renewal, or plan change, whether directly by Riiwards, by an Authorized Representative, or via a third-party platform.

Riiwards may change pricing, plans, features, or fees at any time. Any such changes will apply prospectively and, where applicable, upon the next billing cycle or renewal. Business acknowledges that previously offered pricing, promotional rates, or legacy plans do not create any ongoing entitlement to such pricing.

Pricing presented by Authorized Representatives or resellers may differ from pricing published on Riiwards’ websites and may include additional fees for value-added services. Riiwards is not responsible for, and is not bound by, pricing, discounts, or service representations offered by Authorized Representatives or resellers.

18.2 Taxes. 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.

18.3 Refund Policy. Riiwards offers a one-time 7-day money-back guarantee for paid plans for your first upgrade. Riiwards does not issue refunds retroactively for any payment made on a recurring subscription when the cancellation request is made after the charge in question. Businesses can cancel anytime, for any reason, with no cancellation fees.

18.4 Non-Refundable Fees. All prices and fees are non-refundable except for the one-time 7-day money-back guarantee for a Business’s first paid upgrade, as expressly stated in Section 18.3.

18.5 Automatic Renewals. Unless you cancel your subscription, Riiwards (or the applicable third-party platform) will automatically renew the applicable Service when it comes up for renewal and will take payment from the payment method on file at then-current rates. You may cancel prior to renewal at any time, and Services will be discontinued at the end of the period you have paid for, unless you choose an earlier cancellation option where available.

18.6 Billing via Third Parties. Where Premium Services are purchased through a third-party platform (including Wix), billing, renewals, cancellations, and refunds are handled under that platform’s terms and processes.

19. Miscellaneous

19.1 Independent Parties. Riiwards and Business 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.

19.2 Entire Agreement. These Terms represent the entire agreement between the parties regarding the subject matter hereof and supersede any and all other agreements between the parties, whether written or oral, regarding the subject matter hereof.

19.3 Waiver; Severability. A waiver of any default shall not be deemed a continuing waiver. If any part of these Terms is invalid or unenforceable, the remainder shall remain in full force and effect.

19.4 Assignment. Riiwards may assign or transfer these Terms, in whole or in part, without restriction, including in connection with a merger, reorganization, sale of assets, or change of control. Business may not assign any rights under these Terms without Riiwards’ prior written consent; any attempted assignment shall be null and void.

19.5 Governing Law. These Terms shall be governed by the laws of the State of California.

For purposes of applicable data protection laws, Riiwards acts as a data processor or service provider on behalf of Business with respect to Consumer Data processed through the Applications, except where Riiwards acts as a data controller as described in the Privacy Policy. Business remains the data controller with respect to Consumer Data it exports or otherwise processes outside of the Applications.

18.7 Third-Party Payment Processing. Payment processing services may be provided by third-party payment processors, such as Stripe. Riiwards does not store or process full payment card details and is not responsible for the security, availability, or performance of third-party payment processors. Any issues relating to payment processing, including data security incidents, outages, or transaction failures, are governed by the terms and policies of the applicable payment processor.

For purposes of applicable data protection laws, Riiwards acts as a data processor or service provider on behalf of Business with respect to Consumer Data processed through the Applications, except where Riiwards acts as a data controller as described in the Privacy Policy. Business remains the data controller with respect to Consumer Data it exports or otherwise processes outside of the Applications.

18.7 Third-Party Payment Processing. Payment processing services may be provided by third-party payment processors, such as Stripe. Riiwards does not store or process full payment card details and is not responsible for the security, availability, or performance of third-party payment processors. Any issues relating to payment processing, including data security incidents, outages, or transaction failures, are governed by the terms and policies of the applicable payment processor.