Riiwards Inc. (hereinafter, “Riiwards” and also “we” or “us”) allows consumers to receive loyalty plans and rewards from participating merchants. These Terms and Conditions (“Terms”) govern participation in birthday club, rewards clubs, loyalty programs, the “Club”, offered by merchants.
 

1. Participation in Clubs allows you to receive loyalty rewards, loyalty plans as well as other promotional, marketing and advertising content (all of the foregoing, “Content”) via email and other means of communication. Riiwards makes no warranties regarding the Content or the availability thereof, and Riiwards may cease provision of Content, in which event Content which you have collected may cease to be available or valid. You understand that Riiwards is making the offers available to you without charge and, as such, you shall have no claims against Riiwards for the temporary or permanent unavailability of any Content.
 

2. Age Restriction: You must be 18 years of age or older to participate in Clubs. If you are younger than 18 please notify support@riiwards.com and we will delete your records.
 

3. Signup: All information provided in signing up must be truthful and accurate, and you represent and warrant that you have all rights necessary to provide such information. Riiwards may, for any reason in its sole discretion, terminate or suspend your account. Grounds for such termination may include (i) extended periods of inactivity, (ii) Riiwards’ reasonable belief that the letter or spirit of these Terms have been violated, (iii) Riiwards’ reasonable belief that fraudulent or illegal behavior has occurred, or (iv) Riiwards’ reasonable belief that behavior that is harmful to other users, third parties, or our business interests has occurred.

4. Security: When joining a Club you may receive your account information. You should ensure that your Riiwards username and password (or other login information) are secure. Your loyalty plans and rewards are at risk if you let someone use your account inappropriately. Riiwards will not ask you to reveal your password. If you forget your password, you can request to have a new password sent to your registered e-mail address. You agree to immediately notify Riiwards of any unauthorized use of your account or password. Riiwards WILL NOT BE LIABLE FOR ANY LOSSES OR DAMAGE ARISING FROM UNAUTHORIZED USE OF YOUR ACCOUNT OR PASSWORD, and you agree to indemnify and hold Riiwards harmless for any improper or illegal use of your account.
 

5. Promotional Material: By joining a Club you consent to receiving Content from the merchant. All Content is provided by merchants that you have selected and, as such, Riiwards disclaims all responsibility and liability for Content. Specifically, you acknowledge that Riiwards is not responsible for the accuracy, usefulness, safety or intellectual property rights of or relating to any Content, and Riiwards is in no way responsible to provide any loyalty plans or rewards on behalf of any merchant. Merchants ARE THE SOLE PARTIES RESPONSIBLE FOR CONTENT AND FOR PROVIDING ANY LOYALTY PLANS OR REWARDS. Further, you understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and you hereby agree to waive, and do waive, any legal or equitable rights or remedies you have or may have against Riiwards in this respect. You agree to abide by the terms and conditions that any merchant may impose on any loyalty plans or rewards provided by such merchant, and you shall fully indemnify Riiwards for your violation of any such terms and conditions.
 

6. Privacy: Riiwards does not share any of your personal information beyond the needs of providing you services in regards to Clubs. Riiwards’ Privacy Policy sets forth all of Riiwards’ policies regarding the use of your information. Without limiting the foregoing, by using the services or selecting any merchant to provide Content to you, you acknowledge and agree that Riiwards will provide such merchant with certain information necessary or helpful for the provision of the services, including information regarding you. As part of providing the services, Riiwards may at time be required to provide you with service announcements and administrative messages, and you fully consent to the receipt of the foregoing.
 

7. Usage Restrictions: In making use of the Content, you may not, directly or indirectly, (a) violate the legal rights of others, including defaming, abusing, stalking or threatening users or infringe our or any third party’s intellectual property rights, moral rights, or other rights; (b) commit an action that is (or we reasonably believe to be) illegal, fraudulent, or unauthorized, or in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity, or that involves (or we reasonably believe to involve) any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material; (c) commit any action that does not comply with all applicable laws, rules, or regulations, including not obtaining all necessary permits, licenses, or registrations or that would cause us to be in violation of any law or regulation, or to infringe any right of any third party; or (d) use or access another user’s account or password without permission or under false pretenses.

8. Indemnification: You shall indemnify Riiwards, its affiliates, employees, officers, directors and agents from and against any and all third party allegations (even though such allegations may be false, fraudulent or groundless) asserted in any claim, action, lawsuit, investigation or proceeding, whether actual or alleged, arising out of or related in any way to (i) a breach by you of these Terms; (ii) your use of Content in a manner that may violate any third party intellectual property, moral or contractual rights; or (iii) your use of any Content in violation of any law, regulation or court order. Your choice of counsel retained for purposes under this section must be reasonably satisfactory to Riiwards. You may not settle or compromise claims that impose any obligation on Riiwards or that may affect Riiwards’ rights in any way without Riiwards’ prior written consent. Riiwards’ may participate in the defense of all claims with counsel of its own choice at its own expense.

9. No Warranty: ALL CONTENT ARE PROVIDED “AS-IS”. Riiwards EXPRESSLY DISCLAIMS ANY WARRANTIES (INCLUDING THE SUBSTANCE OF THE CONTENT) AND WITHOUT LIMITATION, EXPRESS OR IMPLIED WARRANTIES OF MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. ANY RELIANCE ON THE CONTENT IS AT YOUR OWN RISK, AND Riiwards DOES NOT ACCEPT ANY LIABILITY FOR THE CONTENT, INCLUDING, WITHOUT LIMITATION, THE UNAVAILABILITY OR MODIFICATION OF ANY LOYALTY PLANS OR REWARDS, OR THE FAILURE OF ANY MERCHANT TO PROVIDE ANY PROMISED LOYALTY PLANS OR REWARDS.

10. Termination: Riiwards may suspend or terminate your account, these Terms, and your use of any Content at any time if (i) you violate these Terms, including using the Content in violation of any third party right or law, regulation or court order; (ii) Riiwards is unable to verify or authenticate any information you provide; (iii) such information becomes inaccurate; or (iv) Riiwards decides, in its sole discretion, to cease offering the Content. Sections ‎4 (Security), ‎6 (Privacy), ‎7 (Usage Restrictions), ‎8 (Indemnification), ‎9 (No Warranty), ‎and this Section ‎10 shall survive the termination or expiration of this Agreement for any reason.

11. Miscellaneous: 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, provided that the use of any Content may be subject to additional terms provided by the applicable merchant. 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. Customer 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, and the competent courts in the state of California shall have exclusive jurisdiction to hear any disputes arising hereunder.