General During the length of the Partner Agreement, MyLoyalWallet will provide the Loyalty services and/or programs (collectively, “MyLoyalWallet Loyalty Programs”) described in the Partner Agreement separately executed by you, together with all exhibits attached thereto (the “Partner Agreement”). In the event of any inconsistency among terms and conditions of the Partner Agreement and these Terms and Conditions (collectively, sometimes referred to herein as the “Agreement”), the order of control shall be: (i) these Terms and Conditions, (ii) the Partner Agreement, and (iii) any other exhibits, addenda or attachments to these Terms and Conditions including any links contained in the Partner Agreement or these Terms and Conditions, which are incorporated by reference herein. Any capitalized terms that are not defined in these Terms and Conditions have the meanings ascribed to them in the Partner Agreement. For purposes of clarity, these Terms and Conditions are incorporated by reference into the Partner Agreement executed by you, and, together with the Partner Agreement and all attachments thereto, govern your use of all MyLoyalWallet Loyalty Programs and services. Intellectual Property Rights MyLoyalWallet is the sole and exclusive owner of all right, title and interest in and to any data provided to MyLoyalWallet by your customers or any end user to MyLoyalWallet in connection with the Loyalty Programs, including without limitation all e-mail and/or other contact information (“Customer Data”). As such, you shall not, unless the applicable customer has separately taken all steps necessary to opt in to provide contact information to you, be provided with or otherwise have access to the Customer Data. MyLoyalWallet owns all right, title and interest in and to the MyLoyalWallet Loyalty Programs (which include, for purposes of clarity, all software and/or mobile applications related thereto) including, without limitation, any intellectual property rights and any improvements, modifications, enhancements, or refinements thereto. Except as set forth in the Agreement, all rights not expressly granted to you are reserved. You agree not to decipher, decompile, disassemble, reconstruct, translate, reverse engineer, or discover any of the MyLoyalWallet Loyalty Programs, intellectual property or ideas, algorithms, file formats, programming, or interoperability interfaces underlying or such intellectual property. MyLoyalWallet hereby grants to you a limited, non-transferable, non-exclusive, revocable license to access and use MyLoyalWallet hosted Partner Web Portal (the “Portal”) for internal business purposes so long as your account with MyLoyalWallet remains current and active. If MyLoyalWallet provides you with a password to access the Portal, you are solely responsible for protecting the password and for any authorized or unauthorized use made of the password. The Portal, and all source code, object code, software, copyrights and other intellectual property associated therewith, are and shall remain the sole and exclusive property of MyLoyalWallet. You shall refrain from permitting any third party to use your password or otherwise access the Portal. MyLoyalWallet shall have the right to terminate the license granted hereby immediately in the event that you have breached any terms or conditions set forth in the Agreement or your MyLoyalWallet account is otherwise terminated for any reason. Without limiting any of MyLoyalWallet’s rights set forth in the Agreement, MyLoyalWallet reserves the right, in its sole discretion but without any obligation on its part, to reject, remove, delete and/or cancel any information or content displayed or posted on the MyLoyalWallet mobile app, the website, any portion of the MyLoyalWallet Loyalty Program, and/or within any print materials, including without limitation any information and/or content that, in MyLoyalWallet’s view, contains content or links which do not meet MyLoyalWallet’s specifications or requirements. In addition, MyLoyalWallet shall be entitled, in its sole discretion and without notice to any party, to redesign and/or modify all or any portion of the MyLoyalWallet Loyalty Program (including without limitation any mobile application and/or software) at any time. Restrictions You: (i) will use the MyLoyalWallet Loyalty Program solely for your internal business purposes; and (ii) will not, for yourself, any of your affiliates or any third party (a) sell, rent, lease, license or sublicense, assign, distribute, or transfer the MyLoyalWallet Loyalty Program, (b) modify, change, alter, create derivative works of, decipher, decompile, disassemble, reconstruct, translate, reverse engineer, or discover any source code of the underlying ideas, algorithms, file formats, programming, or interoperability interfaces of the MyLoyalWallet Loyalty Program, (c) copy any tangible versions of the MyLoyalWallet Loyalty Program, or (d) remove from any of the MyLoyalWallet Loyalty Program any language or designation indicating the confidential nature thereof or the proprietary rights of MyLoyalWallet. In addition, you will not export, re-export or permit any third party to export or re-export, directly or indirectly, the MyLoyalWallet Loyalty Program where such export or re-export is prohibited by applicable law without appropriate licenses and clearances. MyLoyalWallet retains the right, in its sole discretion but without any obligation on the part of MyLoyalWallet to monitor or evaluate any communications, to approve, modify or refuse any MyLoyalWallet Loyalty-related communications or proposed communications or messages to your customers or any MyLoyalWallet end users. Fees & Payment Terms MyLoyalWallet’s current fees for the Loyalty Program and its services are set forth in the Partner Agreement. MyLoyalWallet reserves the right to amend the fees payable for the MyLoyalWallet Loyalty Program at any time upon thirty (30) days’ prior notice to you; provided, however, that such amendment to the fees will not be applicable until the beginning of the next Subscription Period. When you provide your payment information to MyLoyalWallet, you are providing MyLoyalWallet with an authorization to process any and all payments as outlined in this Agreement. You will be responsible for any sales, use, value-added or import taxes, customs duties or similar taxes assessed in accordance with applicable law with respect to the provision of the MyLoyalWallet Loyalty Program. Notwithstanding anything herein to the contrary, MyLoyalWallet, in its sole discretion, may suspend or terminate the Agreement and corresponding access and right to use all or any portion of the MyLoyalWallet Loyalty Program, at any time, upon electronic or other notice to you, if you have not paid all amounts due on or before the payment due date, or for any other breaches of the Partner Agreement, these Terms and Conditions, or any other exhibits, addenda or attachments to these Terms and Conditions including any links contained in the Partner Agreement or these Terms and Conditions, which are incorporated by reference herein. You are responsible for amounts that remain outstanding as of the date of such termination. You agree to pay reasonable attorneys’ fees and court costs incurred by MyLoyalWallet to collect any unpaid amounts owed by you. Termination The Agreement will remain in full force specified in the Partner Agreement. At the end of any Subscription Plan, unless you select a new Subscription Plan, your Subscription Plan will automatically renew on a month–to–month Subscription Plan at the then-current rates. Agreements and/or subscriptions may automatically renew for successive 1-year terms upon expiration of the initial term of any Subscription Plan at the then-current standard rates until such time as either party provides written notice of termination to the other party, in accordance with terms below. Current fees will be charged to the payment method on file unless MyLoyalWallet is otherwise notified of a cancellation in writing. Although MyLoyalWallet may choose to send a reminder email prior to charging a customer for a renewal fee, MyLoyalWallet is not responsible for notifying a customer of this automated renewal. A Partner may cancel its subscription, thereby terminating this Agreement, solely in accordance with the following cancellation policies: Renewal – At the end of any Subscription Plan, unless you select a new Subscription plan, your Subscription Plan will automatically be renewed on an annual or monthly (as applicable) basis at the then-current standard rates. Current fees will be charged to the credit card on file unless MyLoyalWallet is otherwise notified of a cancellation. Although MyLoyalWallet may choose to send a reminder email prior to charging a customer for a renewal fee, MyLoyalWallet is not responsible for notifying a customer of this automated renewal. Other Events – Each party shall have the right to terminate the Agreement to the other party: (i) upon the institution of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of debts of the other party that is not otherwise dismissed within sixty (60) days of such institution; (ii) upon the making of an assignment for the benefit of creditors by the other party; or (iii) upon the dissolution of the other party. Notwithstanding the foregoing, MyLoyalWallet may terminate the Agreement and/or your access to the MyLoyalWallet Loyalty Program in the event you fail to remain current in all fees due and owing to MyLoyalWallet or in the event you breach any of your obligations under the Agreement. MyLoyalWallet will cease to collect the monthly subscription fee at the point in time in which MyLoyalWallet has received your returned MyLoyalWallet Loyalty program. In the event of any termination of the Agreement or any MyLoyalWallet Loyalty Program, MyLoyalWallet shall be entitled to send e-mail and/or other communications to some or all of your loyalty program members, notifying each such member of your termination of the MyLoyalWallet Loyalty Program. Confidential Information Any information that a receiving party knows or has reason to know (either because such information is marked or otherwise identified by the disclosing party orally or in writing as confidential or proprietary, has commercial value, or because it is not generally known in the relevant trade or industry) is “Confidential Information” of the disclosing party and will remain the sole property of the disclosing party. Such Confidential Information includes but is not limited to data, information (including personally identifiable information), ideas, materials, specifications, procedures, schedules, software, technical processes and formulas, source code, product designs, sales, cost and other unpublished financial information, product and business plans, advertising revenues, usage rates, advertising relationships, projections, marketing data and other similar information provided by a party. For avoidance of doubt, Customer Data shall be deemed Confidential Information of MyLoyalWallet. Each party agrees that it will not disclose, use, modify, copy, reproduce or otherwise divulge such Confidential Information to any third party without the prior written approval of the disclosing party except that the receiving party shall have the right to disclose such Confidential Information to the extent required by applicable law or to the directors, officers or employees of the receiving party who have a need to know such Confidential Information in order to perform its obligations under the Agreement and to the extent such directors, officers or employees are subject to obligations of confidentiality and non-disclosure that are substantially similar to the obligations set forth in the Agreement. The prohibitions contained in this Section will not apply to information (i) already lawfully known to the receiving party prior to disclosure by the disclosing party; (ii) independently developed by the receiving party without access to or use of the disclosing party’s Confidential Information; (iii) disclosed in published materials; (iv) generally known to the public; or (v) lawfully obtained from any third party. In addition, a party will not be considered to have breached its obligations under the Agreement to the extent Confidential Information is required to be disclosed by any governmental authority, provided that, to the extent legally practicable, the receiving party advises the disclosing party prior to making such disclosure in order that the disclosing party may object to such disclosure, take action to ensure confidential treatment of the Confidential Information, or take such other action as it considers appropriate to protect the Confidential Information. Dispute Resolution & Governing Law In the event of a reward dispute or mistake between a Partner and User, MyLoyalWallet may in its sole discretion and without liability of any kind unilaterally make adjustments to User reward points (it being understood that MyLoyalWallet shall not be (i) obligated to make any such adjustment or otherwise get involved with or provide any assistance towards resolving any such dispute, or (ii) be liable to any party for any damages, expenses or liabilities arising out of any such dispute). To the extent any disputes arise under the Agreement or otherwise between the parties, the parties will first attempt in good faith to resolve their dispute informally. If any dispute arises out of or in relation to this Agreement which cannot be amicably resolved between the Parties by mutual consultation the jurisdiction of the Court shall be any court in both parties country. Limitation of Liability MyLoyalWallet Loyalty’s aggregate liability for all claims (including claims for indemnification of third-party damages) arising out of the Agreement, whether in contract, tort or otherwise, will not exceed the amount of fees paid by you to MyLoyalWallet under the Agreement during the twelve (12) months preceding the date on which the applicable claim occurred. To the maximum extent permitted by applicable law, in no event will MyLoyalWallet be liable for any loss of business profits, business interruption, loss of data or any special, indirect, exemplary, incidental, or consequential damages arising from or in relation to the Agreement or the use of the Services or any MyLoyalWallet Loyalty Program, however caused and regardless of theory of liability. In addition, MyLoyalWallet will not be liable for damage (physical or otherwise) incurred by you upon any asset or property from the installation or removal of any MyLoyalWallet product/service or add-on in-store and will not be responsible for replacement or cost of repair if damages occur. This limitation will apply even if such damages were foreseeable, and you have been advised or are aware of the possibility of such damages. Notice Except where explicitly provided otherwise herein, any notice required or permitted hereunder will be delivered to the contact person listed on the Order Information as follows (with notice deemed given as indicated): (i) by personal delivery when delivered personally; (ii) by established overnight courier upon written verification of receipt; (iii) by facsimile transmission when receipt is confirmed orally; (iv) by certified or registered mail, return receipt requested, upon verification of receipt; or (v) by electronic delivery when receipt is confirmed orally. No Third-Party Beneficiaries The Agreement is solely for the benefit of the parties and their successors and permitted assigns and does not confer any rights or remedies on any other person or entity. Amendment & Waiver This Agreement may be changed by MyLoyalWallet upon posting an updated version of the Agreement at MyLoyalWallet’s website and/or within the applicable MyLoyalWallet Loyalty Program, any such change to become effective 10 business days after posting such updated version of the Agreement as described above. The failure of either party to exercise or enforce any of its rights under the Agreement will not act as a waiver of subsequent breaches and the waiver of any breach will not act as a waiver of subsequent breaches. Severability If any provision of the Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, that provision will be enforced to the maximum extent permissible under applicable law and the other provisions of the Agreement will remain in full force and effect. Independent Contractor The Agreement will not be construed as creating or constituting a partnership, joint venture, or agency relationship between the parties. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent. Compliance with Laws Each party will comply with all applicable laws, regulations, and ordinances relating to their performance hereunder. Entire Agreement The Agreement (including, without limitation, the Partner Agreement and these Partner Terms) constitute the entire agreement between MyLoyalWallet and you with respect to the subject matter hereof and all prior oral or written agreements, representations or statements with respect to such subject matter are superseded hereby.