Welcome to Uppified. Your use of Uppified Play. (“Uppified”, “Fanami Project” “we”, “our” or “us”) Service (defined below) and/or the Uppified websites www.Uppified.io, www.Uppified.me (the “Websites”), the Uppified mobile application (“Smartphone App”), the Uppified transceiver (“Transceiver”), and the Uppified Plastic Card (“Plastic Card”) (collectively, the “Uppified Properties”) is subject at all times to these Terms of Service (as the same may be modified by us from time to time) and all applicable laws, rules and regulations.
Please read these Terms of Service and the Uppified
By registering for, accessing and/or using the Service or Uppified Properties in any manner whatsoever, you agree to be bound by these Terms of Service and all other applicable operating rules, policies and/or procedures that may be published by us from time to time on the Website or Smartphone App, each of which is incorporated by reference and each of which may be updated
from time to time without notice to you. In these Terms of Service, “Member”, “user” or “you” means any person accessing or using the Service or any of the Uppified Properties.
1. The Uppified Service. The Uppified service (the “Service”) provides Members the opportunity to:
(1) enroll in one or more loyalty programs (“Loyalty Programs”) offered by third party merchants, restaurants and service providers (each, a “Merchant”), (2) receive, store, access and maintain Member’s Merchant receipts on certain Uppified Properties, and (3) access and use innovative software, applications, tools and content designed to assist Member with managing his/her Merchant interactions and overall spending activities. In addition, the Service may include other features, information and interactivity, such as information and advertising from Merchants, and the ability for Member to post comments, reviews, photos and other content to the Service, Website and/or Smartphone App in compliance with these Terms of Service. Member can access and use the Service through the Uppified Properties or by providing Member’s telephone number to the cashier at a Merchant store location.
Elements of the Service may be subject to additional terms and conditions specified by us or Merchants from time to time. Your use of the Service is subject to those additional terms and conditions, which are incorporated into these Terms of Service by reference. These Terms of Service apply to all users of the Service and Uppified Properties, including, without limitation, users who are contributors of content, information, and other materials or services, registered or otherwise.
2. Eligibility. The Service and Uppified Properties are available only to individuals who are 13 years of age or older. By accessing the Uppified Properties and/or using the Service you represent and warrant that you are at least 13 years of age and your use of the Uppified Properties and/or Service does not violate any applicable law or regulation. If you are under age 13, you may not, under any circumstances or for any reason, use the Uppified Properties or the Service. We may, in our sole discretion, refuse to
offer the Service to any person or change eligibility criteria for the Service at any time. You are solely responsible for ensuring that the Service, Uppified Properties and these Terms of Service are in compliance with all laws, rules and regulations which are applicable to you. Your right to access and use
the Service or Uppified Properties is revoked where use of the Service is prohibited or to the extent any Loyalty Program, Reward or Incentive violates any law, rule or regulation applicable to you. Further, the Service is provided only for your personal use, and not for commercial use or to benefit of any third party. Corporate or business Accounts are permitted but must be through an individual authorized representative. Reward and Offers may not be transferred, repurposed or sold. The Smartphone App is provided free from Uppified but charges from your carrier for text and/or data usage may apply and you are responsible for all such charges.
3. Registration. Although you may use parts of the Service without first creating a registered Account, as described below, for access to all the benefits of the Service and to access the Website or Smartphone App, you will be required to register for an account (an “Account”). You must provide true, accurate and complete information as required, and you must keep your Account information up to date at all times.
You may not create an Account using another person’s name or information, including email address and/or phone number, and you shall not, if applicable, create a username with the intent to impersonate another person, or which is subject to any rights of a person or entity other than you without appropriate
authorization, or which is otherwise offensive, vulgar or obscene. You are solely responsible for the activity that occurs on your Account and for keeping your Account password secure. You may never use another person’s Account or registration information for the Service without permission. You must notify
us immediately of any breach of security or unauthorized use of your Account. You should never publish, distribute or post login information for your Account. You shall have the ability to delete your Account by emailing [email protected] or [email protected]
4. Merchant Loyalty Programs. Loyalty Programs available using the Service are offered by Merchants
and provide Members the opportunity to receive from the Merchant issuing the Loyalty Program, certain
credits, awards, coupons, cash back, discounts and/or other promotional offers to use towards Merchant
goods and services as described herein.
a. The Merchant is the sole and exclusive offerer, issuer and provider of the Merchant’s Loyalty
Program, including all the Loyalty Program’s awards, gifts, cashback,
rebates, loyalty tier awards, and
other rewards (“Rewards”) and its promotional offers, discounts, events and incentives (“Offers”),
whether exclusive to Member or otherwise. Although certain Rewards or Offers may be processed by
Uppified, Uppified is not a provider or issuer of any Loyalty Program, Reward or Offer. Each Loyalty
Program is specific to the Merchant that issues it, and any corresponding Rewards and Incentives may
not be used for goods or services from any other Merchant (unless specified by the issuing Merchant).
The issuing Merchant is solely responsible for its Loyalty Program, including for the quality of the goods
and services obtained through the Loyalty Program, for ensuring that all Offers and Rewards, including
redemption of Rewards, are in compliance with all Federal, State or local laws applicable to Loyalty
Programs, Rewards, and Offers, and for any liabilities, injuries, losses or damages Member may suffer in
connection with use of the Merchant’s Loyalty Program. You hereby expressly agree that Uppified is not
responsible for any Merchant Loyalty Program, Reward, or Offer, or for any other matter relating to a
Merchant’s Loyalty Program and that Uppified is not responsible for redemption or fulfillment of any
Merchant Loyalty Program Reward or Offer. Merchant may, in its sole and absolute discretion, cancel,
change, suspend or modify any aspect of its Loyalty Program, including the Rewards and/or Offers
offered or available, at any time.
b. Unless expressly allowed by the Merchant, Rewards and Offers cannot be combined with any other
offers, certificates or promotions. Additional eligibility requirements may apply for certain Rewards
and/or Offers, at the discretion of Merchant, and you agree not to use any Reward or Offer if you do not
meet all the eligibility criteria specified by the Merchant. The Merchant is solely responsible for
compliance with all applicable laws and accepted practices with respect to offering, issuing, advertising,
and/or redeeming Rewards and Offers.
c. Rewards and Offers may only be applied to goods or services sold by the Merchant issuing the Reward
or Offer, unless otherwise stated in the offer. Rewards may not be applied to delivery, processing or
handling fees. If the Merchant is a restaurant, Rewards may not be applied to gratuities, tax, or, unless
expressly permitted by the Merchant, to alcoholic beverages. If the Merchant is a restaurant and issues
Offers for or that include alcoholic beverages, or permits use of Rewards for alcoholic beverages, the
laws in certain states or counties may restrict or limit redemption of Rewards and usage of Offers for
d. Rewards and Offers are only available as specified by the Merchant and may be limited or restricted
by conditions imposed by the Merchant, including, but not limited to, time of use restrictions (such as
day of week and hours of day), expiration dates, number of times you can use an Offer, total number of
available Offers, etc. Unless otherwise specified by the Merchant, Offers do not apply to tax, gratuities,
shipping and handling charges, and the purchase of gift cards. Members that have not established an
Account may only access the Service using a Plastic Card at a Merchant retail location, and are only be
eligible to receive loyalty tier awards for purchases from that Merchant.
e. Unless otherwise specified by the Merchant, there is no limit to the amount of Rewards you can earn in
a calendar year. Rewards earned, but not redeemed, will expire 24 months after your last purchase with
the associated Merchant recorded by the Service, unless the Merchant specifies an expiration date, or
unless otherwise required by applicable state law, as described below. A Reward is available until the
applicable expiration date for that Reward. Any unused Rewards will be deemed as expired. Certain
states may require that Rewards be valid for a certain minimum period of time or require that Rewards
not expire. If those laws apply, the Merchant is obligated to honor your Reward redemption beyond the
expiration date specified as required by law. If you have a partially redeemed Reward and applicable law
entitles you to a credit or refund for the unredeemed stated value of the Reward, the Merchant is
obligated to provide you with a credit or refund to the extent required by applicable law. If the Merchant
refuses to provide you with the credit, please contact Uppified by emailing us at [email protected]. We
will endeavor to resolve the dispute, however, we cannot and do not guarantee redemption or the
issuance of any credits or refunds.
f. When redeeming a Reward, the value of your purchase must be greater than the value of the Reward.
Rewards cannot be redeemed for cash equivalent, applied to past purchases, or used for purchasing gift
cards. A Merchant may enforce limitations on the amount of Rewards that will be used in a single
transaction or day by any one Member, including but not limited to a minimum on the amount of
Rewards used, a maximum on the amount of Rewards used, whether Rewards can be redeemed only in
absolute amounts (e.g., $10.00) and/or in fractional amounts (e.g., $10.35). Employees of the Merchant
cannot combine Rewards with any applicable employee program unless specified differently by the
g. Merchant may determine at its sole discretion how long it will take from the time Member is entitled
to a Reward until Member’s account is actually credited with the Rewards.
h. Unless otherwise specified by the Merchant, Loyalty tier levels are calculated based on annual spend
not including tax, gratuities, shipping and handling charges, and the purchase of gift cards. Merchant may
determine at its sole discretion how often Loyalty tier levels are calculated.
i. If you return goods that you purchased using Rewards, the Rewards used to purchase those goods will
be credited back to your Account. if you return goods that you purchased as part of a purchase that was
partially paid with Rewards, Merchant may decide to first credit your account with Rewards and only if
there is a balance left to be credited back to you, credit the balance with other means. Partial or no credit
may be given for partial, incomplete or damaged returns. Furthermore, Uppified’s obligation to issue you
a Reward credit is conditional on Merchant processing the return so that it is properly recorded by the
Service. If you close your Account, Rewards will not be credited back to you, unless required by law.
Returns are also subject to the Merchant’s own policies. Furthermore, if you are issued or receive a
Reward from the purchase of goods, which goods you later return, the applicable Reward will be debited
from your Account.
j. The Merchant is the seller of the goods and services which you purchase from Merchant, and is the sole
issuer and obligor of the Loyalty Program, Rewards and Offers. As such, the Merchant is fully
responsible for any and all loss or damage of any kind, including financial injury, personal injury or
death, (whether in tort, contract, or strict liability) arising out of or related to your redemption, in whole
or in part, of any Reward or Offer and any goods or services acquired. You hereby expressly waive and
release Uppified and its officers, directors, stockholders, affiliates, employees, agents, and successors
from any liability for any damages or losses arising out of or otherwise incurred in connection with
Loyalty Programs, including your redemption or attempted redemption, in whole or in part, of any
Rewards or Offers.
k. A Merchant may modify the Loyalty Program terms, Rewards and Offers available to you at any time.
l. Uppified and Merchants are not responsible for lost or stolen Plastic Cards or Account passwords or
information, or for any damage incurred as a result of such incident. In the event of such loss or damage,
you are required to immediately notify Uppified at [email protected] in order to disable your
Account. You can also disable the usage of a Plastic Card through the Smartphone App or Website.
5. Uppified Content.
a. The Service and the Uppified Properties are the exclusive property of Uppified. Without limitation of
the foregoing, other than the Member Content (as defined below), all the text, copy, words, images,
photos, videos, sound, music, marks, logos, compilations (meaning the collection, arrangement and
assembly of information) and all other content on the Website and Smartphone App (collectively, the
“Uppified Content”), and except as provided in the next sentence, all software embodied in the Uppified
Properties or otherwise used by Uppified to deliver the Service (“Software”) is proprietary to, and owned
by, Uppified, our affiliates or our licensors, and are protected by copyright, trademark, service mark,
patents, trade secrets and other proprietary rights and intellectual property rights and laws. Portions of the
Software are based in part on the opensource
libraries redistributed under Apache 2.0 license, which
may be viewed at the website http://www.apache.org/licenses/LICENSE2.0.
Except as otherwise
expressly permitted by these Terms of Service, any use, exploitation, copying, making derivative works,
transmitting, posting, linking, deep linking, redistribution, sale, decompilation, modification, reverse
engineering, translation or disassembly of the Software, Uppified Content or Uppified Properties is
strictly prohibited. You may be subject to criminal or civil penalties for violation of this paragraph.
b. The mark “Uppified” and the Uppified logo are registered or unregistered trademarks of Uppified, and
they may not be used in connection with any service or products other than those provided by Uppified
in any manner that is likely to cause confusion among customers, or in any manner that disparages or
discredits Uppified. The Service also features the trademarks, service marks, and logos of Merchants and
other third parties, and each owner retains all rights in such marks. Any use of such marks, or any others
displayed on the Service, will inure solely to the benefit of their respective owners.
c. Subject to these Terms of Service, we grant each user of the Service and Uppified Properties a limited,
revocable and nontransferable
license to use (i.e., to
download and display locally) the Uppified Properties and Uppified Content solely for personal, noncommercial
purposes and solely in connection with the Service. Use, reproduction, modification,
distribution or storage of any Uppified Content for other than personal, noncommercial
use and in
connection with the Service is expressly prohibited without prior written permission from us or from the
copyright holder identified in such content’s copyright notice. You shall not sell, license, rent, or
otherwise use or exploit any Uppified Content for commercial use, for noncommercial
use other than in
connection with the Service, or in any way that violates our rights or any third party rights.
6. Member Content and License
a. All content added, created, uploaded, submitted, distributed, or posted to the Service and/or Uppified
Properties by you, whether publicly posted or privately transmitted, is your sole responsibility. You are
solely responsible for your Account, password, profile, messages, notes, text, information, opinions,
ideas and any other content you post, upload, submit, distribute, publish, or display on or through the
Website or Smartphone App, or transmit to or share with other users of the Service or Uppified
Properties (collectively, the “Member Content”) and you will be solely responsible for any damage or
loss to you or any other party resulting therefrom. Any Member Content that is posted will not be treated
as confidential. Uppified has the right, but not the obligation, to monitor and decline, edit, or remove
(without notice) all or any portion of any Member Content for any reason or no reason. If Uppified
chooses at any time, in its sole discretion, to monitor Member Content, it still has no responsibility for
the Member Content or for the conduct of the Member posting Member Content or to edit or remove any
Member Content, except in compliance with a valid copyright takedown request as detailed in Section 13
below. If you are involved in a dispute with one or more Members, you hereby expressly release
Uppified (including its officers, directors, stockholders, affiliates, agents and employees) from all claims,
demands, and damages (actual and consequential) of every kind arising out of or in any way connected to
any dispute. You may delete or remove your Member Content, either yourself or through a request made
to Uppified. When your Member Content is deleted, it will be removed from the Service and Uppified
Properties; however, you acknowledge that any removed Member Content may persist in backup copies
for a reasonable period of time (but will not following removal be shared with others).
b. When you post or otherwise make available any Member Content for inclusion on any part of the
Service, Website or Smartphone App, you are hereby granting Uppified an irrevocable, perpetual, nonexclusive,
worldwide license (with the right to sublicense) to use, copy,
transmit, reproduce, adapt, modify, publicly perform, publicly display, reformat, translate, excerpt (in
whole or in part), create collective works and distribute such Member Content for any purpose,
commercial, advertising, or otherwise, on or in connection with the Service or the promotion thereof, in
any media or distribution method (now known or later developed), to prepare derivative works of, or
incorporate into other works, such Member Content, and to grant and authorize sublicenses of the
foregoing. You represent and warrant that you have all rights to grant such licenses to us and other users
without violation of any third party rights, including without limitation, any privacy rights, publicity
rights, copyrights, contract rights, or any other intellectual property or proprietary rights and that you will
not provide any Member Content to which you do not have the full right to grant the license specified in
this paragraph. You waive all moral rights in the Member Content which may be available to you in any
part of the world and confirm that no such rights have been asserted. You represent and warrant to us that
Uppified is free to exercise its rights to and/or implement your Member Content if it so desires, without
obtaining permission or license from any third party and without reference to you or any other person.
For clarity, the foregoing license grants to us and our users do not affect your other ownership or license
rights in your Member Content, including the right to grant additional licenses to your Member Content,
unless otherwise agreed in writing.
UNDER NO CIRCUMSTANCE SHALL ANY DISCLOSURE OF ANY MEMBER CONTENT TO
Uppified BE SUBJECT TO ANY OBLIGATION OF CONFIDENTIALITY OR EXPECTATION OF
COMPENSATION OR ATTRIBUTION. BY SUBMITTING MEMBER CONTENT TO OR
THROUGH THE SERVICE OR Uppified PROPERTIES, YOU REPRESENT AND WARRANT
THAT YOUR MEMBER CONTENT WILL NOT VIOLATE ANY RIGHT OF ANY THIRD PARTY,
INCLUDING COPYRIGHT, TRADEMARK, PRIVACY, OR OTHER PERSONAL OR
PROPRIETARY RIGHTS. YOU REPRESENT AND WARRANT THAT NO MEMBER CONTENT
WILL BE OR CONTAIN LIBELOUS OR OTHERWISE UNLAWFUL, ABUSIVE, OR OBSCENE
MATERIAL. YOU ARE AND SHALL REMAIN SOLELY RESPONSIBLE FOR YOUR MEMBER
CONTENT. YOU REPRESENT AND WARRANT TO Uppified THAT WE ARE FREE TO USE
THE MEMBER CONTENT AND IMPLEMENT ANY SUGGESTIONS CONTAINED THEREIN, IF
WE SO DESIRE, AS PROVIDED OR AS MODIFIED BY Uppified, WITHOUT OBTAINING
PERMISSION OR LICENSE FROM ANY THIRD PARTY AND WITHOUT ANY FURTHER
PERMISSION FROM YOU OR COMPENSATION TO YOU.
7. Rules of Conduct.
a. You shall not (and shall not permit any third party to) either (a) take any action or (b) upload,
download, post, submit or otherwise distribute or facilitate distribution of any content on or through the
Service or Uppified Properties, including without limitation any Uppified Content or Member Content,
i. Infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any
other person or entity or violates any law or contractual duty (see DMCA Copyright Policy
applicable to internet service providers (17 U.S.C. §512, as amended));
ii. You know is false, misleading, untruthful or inaccurate;
iii. Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive
of another’s privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or
depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by
us in our sole discretion;
iv. Constitutes unauthorized or unsolicited advertising, junk or bulk email
v. Contains software viruses or any other computer codes, files, or programs that are designed or
intended to disrupt, damage, limit or interfere with the proper function of any software, hardware,
or telecommunications equipment or to damage or obtain unauthorized access to any system, data,
password or other information of ours or of any third party;
vi. Impersonates any person or entity, including any of our employees or representatives; or
vii. Includes anyone’s identification documents or sensitive financial information.
b. You shall not: (i) take any action that imposes or may impose (as determined by us in our sole
discretion) an unreasonable or disproportionately large load on our (or our third party providers’)
infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or Uppified
Properties, any activities conducted on the Services; (iii) bypass, circumvent or attempt to bypass or
circumvent any measures we may use to prevent or restrict access to the Services or Uppified Properties
(or other accounts, computer systems or networks connected to the Service); (iv) run any form of autoresponder
or “spam” on the Service or Uppified Properties; (v) use manual or automated software,
devices, or other processes to “crawl” or “spider” any page of the Website; (vi) harvest or scrape any
content from the Service or Uppified Properties; or (vii) otherwise take any action in violation of our
guidelines and policies.
c. You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or
otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service
or Uppified Properties, except to the limited extent applicable laws specifically prohibit such restriction,
(ii) modify, translate, or otherwise create derivative works of any part of the Service or Uppified
Properties, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive
hereunder. You shall abide by all applicable local, state, national and international laws and regulations.
d. We also reserve the right to access, read, preserve, and disclose any information as we reasonably
believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request,
(ii) enforce these Terms of Service, including investigation of potential violations hereof, (iii) detect,
prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or
(v) protect the rights, property or safety of us, our users and the public.
8. TEXT Messages
a. To protect your privacy and security, we take reasonable steps (such as SMS authentication in certain
cases) to verify your identity before registering your mobile phone number and granting you access to the
b. When you optin
to the Uppified Service, either through webregistration
signup, we will
send you an SMS message to confirm your enrollment.
c. You acknowledge that the SMS messages received will be marketing, informative or administrative
messages. The frequency of the SMS will be subject to your interaction and may vary from time to time.
d. You can cancel the SMS alerts at any time. Just text “STOP” to 87573, After you send the SMS
message “STOP” to us, we will send you an SMS message to confirm that you have been unsubscribed.
After this, you will no longer receive SMS messages from us. If you want to join again, just sign up as
you did the first time and we will start sending SMS messages to you again.
e. If at any time you forget what keywords are supported, just text “HELP” to 87573 After you send the
SMS message “HELP” to us, we will respond with instructions on how to use our service as well as how
f. We are able to deliver messages to the following mobile phone carriers: Major carriers: AT&T,
Verizon Wireless, Sprint, TMobile
is not liable for delayed or undelivered messages),
MetroPCS, U.S. Cellular, Alltel, Boost Mobile and Virgin Mobile. Minor carriers: Alaska
Communications Systems (ACS), Appalachian Wireless (EKN), Bluegrass Cellular, Cellular One of East
Central IL (ECIT), Cellular One of Northeast Pennsylvania, Cincinnati Bell Wireless, Cricket, Coral
Wireless (Mobi PCS), COX, Cross, Element Mobile (Flat Wireless), Epic Touch (Elkhart Telephone),
GCI, Golden State, Hawkeye (Chat Mobility), Hawkeye (NW Missouri), Illinois Valley Cellular, Inland
Cellular, iWireless (Iowa Wireless), Keystone Wireless (Immix Wireless/PC Man), Mosaic
(Consolidated or CTC Telecom), NexTech
Wireless, NTelos, Panhandle Communications, Pioneer,
Plateau (Texas RSA 3 Ltd), Revol, RINA, Simmetry (TMP Corporation), Thumb Cellular, Union
Wireless, United Wireless, Viaero Wireless, and West Central (WCC or 5 Star Wireless). Marketing
messages are not supported on TMobile
g. Standard text message and data rates may apply for any messages sent to you from us and to us from
you. Message frequency depends on the user’s interaction. If you have any questions about your text plan
or data plan, it is best to contact your wireless provider. For all questions about the services provided by
this short code, you can send an email to [email protected]
9. Accuracy of Content. Excluding Member Content, the information provided through the Service and
Uppified Properties is believed to be complete and reliable; however, the information may contain
typographical errors, pricing errors, and other errors or inaccuracies. We will use reasonable efforts to
correct errors as soon as practicable. We reserve the right to: (i) revoke any Merchant advertising,
Reward or Offer; (ii) correct any errors, inaccuracies, or omission; and (iii) make changes to prices,
content, promotion offers, product descriptions or specifications, or other information without obligation
to issue any notice of such changes (including after an order has been submitted, acknowledged, shipped,
or received, except as prohibited by law). The inclusion of any Merchant products, services, Rewards or
Offers on the Website or Smartphone App at a particular time does not guarantee that such products,
services, Rewards or Offers will be available to you.
10. Third Party Websites/NonEndorsement.
The Website and Smartphone App may contain links to
websites. The linked websites are not under our control, and we are not responsible for the
contents of any linked website. We provide these links as a convenience only, and a link does not imply
endorsement of, sponsorship of, or affiliation with the linked website by Uppified. You should make
whatever investigation you feel necessary or appropriate before proceeding with any transaction with any
of these third parties.
11. Merchant Receipt Information. The information regarding you and your transactions with
Merchants is the property of you and the Merchant (“Merchant Receipt Information”). Uppified shall
have the right to use, process, or hold such information and as set forth in accordance with our Privacy
Policy. Subject to and in accordance with applicable laws, orders, rules and regulations, Uppified will
not provide Merchant Receipt Information to any person, or use such information for any purpose, other
than (i) for the Service, (ii) internal business purposes, (iii) sharing of Merchant Receipt Information with
advertisers and partners of Uppified in conjunction with the Service and as elected by Member; and (iv)
if and as required by applicable laws or regulations.
12. Warranty Exclusions and Limitations of Liability. Uppified does not warrant that the Service or
Uppified Properties will operate errorfree
or without downtime. Uppified may pause or interrupt the
Service or any of the Uppified Properties at any time, and users should expect periodic downtime for
updates to the Service or applicable Uppified Properties. Because we do not control the security of the
Internet, mobile networks, or other networks you use to access the Service or Uppified Properties,
Uppified is not responsible for the security of information that you choose to communicate using the
Service or with any of the Uppified Properties while it is being transmitted. Additionally, Uppified is not
responsible for any data lost during transmission. Your sole and exclusive remedy, and Uppified’s sole
and exclusive liability, for any breach of these Terms of Service or for any other cause of action shall be
(at Uppified’s option) to use commercially reasonable efforts to attempt to remedy the failure or to give a
credit to you in the amount owed for an unused Reward under a Loyalty Program.
Uppified EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR
IMPLIED, INCLUDING: (i) ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY AND ALL WARRANTIES
ARISING FROM COURSE OF DEALING AND USAGE OF TRADE; (ii) THAT THE SERVICE,
OFFERS, REWARDS AND Uppified PROPERTIES WILL MEET YOUR REQUIREMENTS, WILL
ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE
WITHOUT ERROR, (iii) AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE
OPERATION, USE OR OTHER EXPLOITATION OF THE SERVICE OR Uppified PROPERTIES,
AND (iv) AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED
FROM OR THROUGH THE SERVICE OR Uppified PROPERTIES. No advice or information,
whether oral or written, obtained by you from Uppified or through the Service or Uppified Properties
will create any warranty not expressly stated herein.
UNDER NO CIRCUMSTANCES WILL YOU BE ENTITLED TO RECOVER FROM Uppified OR
ANY MERCHANT ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL
DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR LOSS OF
USE), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT
LIABILITY OR OTHERWISE ARISING FROM OR RELATING TO THE SERVICES, THE
METHOD, Uppified PROPERTY, ANY OFFERS OR REWARDS OR ANY GOODS AND
SERVICES PURCHASED WITH OFFERS OR REWARDS, EVEN IF Uppified OR SUCH
MERCHANT HAS BEEN INFORMED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF
Uppified’S MAXIMUM LIABILITY TO YOU FOR ANY DAMAGES OR LIABILITY ARISING
IN CONNECTION WITH A LOYALTY PROGRAM, REWARD OR OFFER, WHETHER ARISING
IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE,
SHALL BE A CREDIT OF THE AMOUNT OWED FOR THE OFFER OR REWARD. IN ANY
EVENT, THE MAXIMUM AGGREGATE LIABILITY OF Uppified FOR ANY AND ALL
DAMAGES ARISING FROM THE SERVICE, THE Uppified PROPERTIES AND ALL LOYALTY
PROGRAMS SHALL NOT EXCEED THE AMOUNT OWED BY A MERCHANT FOR ALL
OFFERS OR REWARDS AVAILABLE TO YOU IN THE THREE (3) MONTHS BEFORE THE
CLAIM AROSE, OR FIVE HUNDRED DOLLARS, WHICHEVER IS LESS, REGARDLESS OF
WHETHER THE CLAIM AROSE IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT
LIABILITY OR OTHERWISE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR
EXCLUSION OF WARRANTIES OR OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, SO
SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
13. Indemnification. You hereby agree to defend, indemnify, and hold harmless Uppified, our affiliates
and each of our and their respective employees, officers, directors, stockholders, suppliers, affiliates,
contractors, agents and successors, from all liabilities, claims and expenses, including reasonable
attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Service, Uppified
Properties, Uppified Content, or otherwise from your Member Content, violation of these Terms of
Service, or violation by you or any third party using your Account or identity in the Service, of any
intellectual property or other right of any person or entity. We reserve the right to assume the exclusive
defense and control of any matter otherwise subject to indemnification by you, in which event you will
assist and cooperate with us in asserting any available defenses.
14. Copyright Infringement; Notice and Take Down Procedures. The Digital Millennium Copyright
Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing
on the Internet infringes their rights under U.S. copyright law. If you believe that any materials on the
Website or Smartphone App infringe your copyright, you may request that they be removed. This request
must bear a signature (or electronic equivalent) of the copyright holder or an authorized representative,
and must: (a) identify the allegedly infringing materials; (b) indicate where on the Site the infringing
materials are located; (c) provide your name and contact information; (d) state that you have a good faith
belief that the materials are infringing; (e) state that the information in your claim is accurate; and (f)
indicate that “under penalty of perjury” you are the lawful copyright owner or are authorized to act on the
owner’s behalf. If you believe that someone has wrongly filed a notice of copyright infringement against
you, the DMCA permits you to send Uppified a counternotice.
Notices and counternotices
statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for
further information. Our contact for copyright issues relating to the Website and Smartphone App
(including the notices and counternotices)
is: Copyright Agent, Uppified Inc., 1209 Orange Street,
Wilmington, New Castle, Delaware, United States, 19801 and [email protected]. Please note that there
are penalties for false claims under the DMCA.
15. Resolution of Disputes/Arbitration. These Terms of Service shall be governed by and construed in
accordance with the laws of the State of New York, including its conflicts of law rules. While we will
make every reasonable efforts to resolve any disagreements you may have with Uppified, if these efforts
fail you agree that all claims, disputes or controversies against Uppified, its parent companies,
subsidiaries, divisions, or affiliates or their respective officers, directors, employees, agents, or
successors arising out of these Terms Of Service, the Service, the Uppified Properties, the purchase, sale
and/or redemption of any Merchant goods or services, Rewards or Offers, or the content, display or
disclosure of any Rewards or Offers (“Claims”) are subject to fixed and binding arbitration, no matter
what legal theory they are based on or what remedy (damages, or injunctive or declaratory relief) they
seek. This includes Claims based on contract, tort (including intentional tort), fraud, agency, your or our
negligence, statutory or regulatory provisions, or any other sources of law; Claims made as
claims, interpleaders or otherwise; and Claims made
independently or with other claims. Claims and remedies sought as part of a class action, private attorney
general or other representative action are subject to arbitration on an individual (nonclass,
basis, and the arbitrator may award relief only on an individual (nonclass,
basis. The party filing an arbitration must choose one of the following two arbitration
firms and follow its rules and procedures for initiating and pursuing an arbitration. Any arbitration
hearing that you attend will be held at a place chosen by the arbitration firm in the same city as the U.S.
District Court closest to your then current residential address, or at some other place to which you and
Uppified agree in writing, and the arbitrator shall apply New York law consistent with the Federal
Arbitration Act. You shall not be entitled to join or consolidate claims in arbitration by or against other
user or to arbitrate any claim as a representative or member of a class or in a private attorney general
capacity. You may obtain copies of the current rules of each of the arbitration firms and forms and
instructions for initiating an arbitration by contacting them.
A single, neutral arbitrator will resolve Claims. The arbitrator will be either a lawyer with at least ten
(10) years experience or a retired or former judge, selected in accordance with the rules of the arbitration
firm. The arbitration will follow procedures and rules of the arbitration firm in effect on the date the
arbitration is filed unless those procedures and rules are inconsistent with these Terms of Service, in
which case these Terms of Service will prevail. Those procedures and rules may limit the discovery
available to you or us. The arbitrator will take reasonable steps to protect your customer account
information and other confidential information if requested to do so by you or us. Each party to the
arbitration will bear the expense of that party’s attorneys, experts, and witnesses, and other expenses,
regardless of which party prevails, but a party may recover any or all expenses from another party if the
arbitrator, applying applicable law, so determines. The arbitrator’s award is final and binding on the
parties unless we or you appeal it in writing to the arbitration firm within fifteen (15) days of notice of
the award. The appeal must request a new arbitration before a panel of three neutral arbitrators
designated by the same arbitration firm. An award by a panel is final and binding on the parties after
fifteen (15) days has passed. Any claim or cause of action you have with respect to use of the Service or
Uppified Properties must be commenced within one (1) year after the claim arises. You and Uppified
hereby voluntarily and knowingly waive any right either may have to a jury trial.
16. Suspension, Modifications and Termination. Uppified reserves the right to suspend your Account
or access to the Service or Uppified Properties at any time if we believe you are in breach of these Terms
of Service. Uppified reserves the right to terminate or modify these Terms of Service, terminate the
Service or modify any features or aspects of the Service or Uppified Properties, or modify its policies at
any time, with or without notice to you. Any such termination will not affect any Rewards you have
earned prior to termination. If you earn a Reward or use the Service, you shall be bound by the version of
these Terms of Service in effect at the time of your purchase. If we make changes that materially affect
your use of a Loyalty Program or the Service, we will post a notice of the change on the Website and
Smartphone App. You are under an obligation to review the current version of this Agreement and other
published Uppified policies before using the Service. Sections 48,
and any accrued rights
and remedies hereunder, and any other provisions that by their nature require survival in order to be
effective, shall survive the termination or expiration of these Terms of Service.
a. Force Majeure. We shall not be liable for any failure to perform our obligations hereunder where
such failure results from any cause beyond our reasonable control, including, without limitation,
mechanical, electronic or communications failure or degradation.
b. Assignment. These Terms of Service are personal to you, and are not assignable, transferable or
sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of
our rights and obligations hereunder without consent.
c. Agency. No agency, partnership, joint venture, or employment relationship is created as a result of
these Terms of Service and neither party has any authority of any kind to bind the other in any respect.
d. Notices. Unless otherwise specified in these Term of Service, all notices under these Terms of Service
will be in writing and sent to:
If by electronic notice to: [email protected]
If by personal delivery or certified or registered mail or by recognized overnight delivery service to:
Notices Agent, Uppified Inc., 1209 Orange Street, Wilmington, New Castle, Delaware, United
e. No Waiver. Our failure to enforce any part of these Terms of Service shall not constitute a waiver of
our right to later enforce that or any other part of these Terms of Service. Waiver of compliance in any
particular instance does not mean that we will waive compliance in the future. In order for any waiver of
compliance with these Terms of Service to be binding, we must provide you with written notice of such
waiver through one of our authorized representatives.
f. Headings. The section and paragraph headings in these Terms of Service are for convenience only and
shall not affect their interpretation.