Member Terms and Conditions
Last Updated: September 1, 2017
vPromos, Inc., a Texas corporation (“vPromos” or “we” or “us”), owns intellectual property rights in methods, systems, software, and technology related to the enrollment, management, and operation of loyalty or similar programs offered by third parties, typically merchants (collectively, the “vLoyalty Technology”). In connection with your enrollment into a loyalty or similar program of a merchant using the vLoyalty Technology (“vLoyalty Program”), you will be able to use or benefit from some of the vLoyalty Technology. These vLoyalty Terms (these “Terms”) govern your use or benefit of the vLoyalty Technology in connection with your participation in a vLoyalty Program of a specific merchant into which you wish to enroll (the “Specific vLoyalty Program”).
YOU AGREE TO BE BOUND BY THESE TERMS AND CONCLUDE A LEGALLY BINDING CONTRACT BASED ON THESE TERMS WITH vPROMOS IF YOU ACCEPT THESE TERMS, FOR EXAMPLE, BY CONFIRMING ACCEPTANCE BY TEXT MESSAGE, E-MAIL, OR OTHER ELECTRONIC MEANS TO US, OR BY CLICKING “ACCEPT” OR AGREEMENT IN ANOTHER FORM RELATED TO THESE TERMS ON ANY WEBSITE UNDER OUR CONTROL (INCLUDING, WITHOUT LIMITATION, OUR FACEBOOK OR OTHER SOCIAL MEDIA SITE).
THESE TERMS CONTAIN IMPORTANT TERMS THAT AFFECT YOUR RIGHTS, INCLUDING DISCLAIMERS, LIMITATIONS OF LIABILITY, A CHOICE OF TEXAS LAW AND A BINDING ARBITRATION PROVISION.
YOU REPRESENT, ACKNOWLEDGE, AND AGREE THAT YOU ARE AT LEAST 18 YEARS OF AGE OR THAT YOU HAVE YOUR PARENT OR LEGAL GUARDIAN’S PERMISSION TO AGREE TO THESE TERMS.
The vLoyalty Program. The vLoyalty Program operates loyalty and promotion programs for merchants. vLoyalty makes it easy for you to earn points and rewards for a merchant using the vLoyalty Program, by tracking points, redeeming rewards, and notifying you of your merchant vLoyalty status. vLoyalty may track your points and rewards by different means. For instance, if you agree to these terms, vLoyalty allows you to link your payment card with the merchant’s vLoyalty program and to your mobile number to enable automatic tracking of your vLoyalty and automatic texting of vLoyalty status updates and marketing messages.
Text messages, marketing messages. Subject to the paragraph below, you hereby agree that vPromos on behalf of the merchant may send you such messages via text message to the same number that you used for confirming your acceptance of these Terms or subsequently provided to vPromos.
By and upon enrolling in the specific vLoyalty program, you (1) agree(d) to receive automated telemarketing or advertisement messages to the mobile phone number from which you are enrolling or already enrolled, and (2) understand that no purchase is required to receive these vLoyalty and marketing text messages.
Opt out. You understand that you are responsible for all charges accruing in connection with any text messages delivered by vPromos under these Terms to your enrolled mobile number. You can opt out of marketing text messages from vPromos at any time. To opt out of the marketing text message features of our programs, send a text message with the word "STOP" to 26173 from the mobile phone number associated with your vLoyalty Program account. Once you opt out, you will not receive any additional marketing text messages unless you re-register via your mobile phone, at the merchant’s location or merchant vLoyalty Facebook page, or as provided by vPromos. Should you need help, just text HELP to 26173. If you need further assistance you can email us at firstname.lastname@example.org.
Charges. We do not charge you any fees for participation in the Specific vLoyalty Program or your use or benefit from the vLoyalty Technology as part of such participation. Also, by accepting these Terms, you are not agreeing to any charges from any merchants or anyone else. Please note, however, that we cannot know or control what charges you may agree with others, including merchants (for example, for products that you buy) or your phone company (for example, for text messages that you may receive from us or merchants).
Participation is voluntary. You participate voluntarily in the Specific vLoyalty Program. Neither vPromos nor any merchant may or does require you to join any vLoyalty Program or to provide any data to register for any vLoyalty Program as a condition to payment with a credit card or to making purchases. vPromos does collect, process, use, and disclose data in connection with a vLoyalty Program. vPromos’s collection, processing, use, and disclosure of data are governed by the Privacy Statement. Refer to the Privacy Statement for further information.
Merchant offer, merchant-specific, and vLoyalty benefits. If and so long as you participate in the Specific vLoyalty Program and the respective merchant supports the Specific vLoyalty Program, we will manage for such merchant the benefits designated by such merchant with our prior authorization, which may include, for example, loyalty points that accrue when you purchase products at such merchant and that you can redeem for discounts on future purchases at the same merchant (or another store of the same chain, if applicable). For details on what benefits you receive from a particular merchant that offers the Specific vLoyalty Program, go to the merchant’s Facebook vLoyalty page.
Merchants are in charge and responsible. We do not own or are responsible for the loyalty or other program operated as a vLoyalty Program, or any benefits, rights, or obligations thereunder, or the terms or agreements of any such program (other than these Terms). We operate and administer separate vLoyalty Programs for merchants. It is up to each merchant to decide what benefits the merchant wants to make available, on what conditions, how long and to whom. We do not make any promises regarding the (continued) availability of benefits. You can redeem benefits only at the particular merchant who offers the Specific vLoyalty program. You cannot cash out or transfer benefits granted by one merchant to a vLoyalty Program that we operate for another merchant.
Amendments. The Terms will remain in full force and effect as long as you remain enrolled in the Specific vLoyalty Program. In the event of termination of the Specific vLoyalty Program or your participation therein, or any service or feature, you will still be bound by your obligations under the Terms, including any indemnifications, warranties and limitations of liability. vPromos reserves the right to amend, alter, delete or add to any of the provisions of the Terms, at any time in its sole discretion and will make reasonable efforts to notify you thereof.
Termination, suspension by vPromos or Merchant. vPromos and every merchant remains free to modify or discontinue any vLoyalty Program; cancel, revoke or modify rewards that have not been redeemed yet; cancel suspend or terminate accounts; and change or add terms. Notwithstanding any shorter expiration periods defined by merchants regarding their particular vLoyalty Programs, any rewards, benefits, credits and claims in accounts automatically expire after 365 days or earlier.
Termination of your participation in merchant vLoyalty program by you. You may end your participation in a merchant vLoyalty program by emailing vPromos at support@vPromos.com, and including the name of the merchant, your mobile number and that you want to end your participation in the program. Once you terminate, you will not be able to reactivate points or rewards earned but not redeemed.
Your account. You must provide and maintain true, accurate, current and complete information and comply with these Terms at all times. We reserve the right to suspend or terminate your agreement with us and/or any of your accounts and prohibit any and all current or future use any or all vLoyalty programs at our sole discretion, for any or no reason, with or without notice, including, without limitation, effective immediately if you breach these Terms. You agree to: (a) immediately notify vPromos of any unauthorized use of your password or account or any other breach of security; and (b) ensure that you exit from your account at the end of each session. You agree to use vLoyalty Programs only for lawful purposes. vPromos makes no representation that vLoyalty programs or any related materials are appropriate or available for use in jurisdictions outside the United States. You may not use your vLoyalty account from any territory where it would be illegal, and that you, and not vPromos, are responsible for compliance with applicable local laws.
Taxes. vPromos is not responsible for complying with any tax obligations relating to benefits available under any vLoyalty Program. You and/or the merchants may be responsible, as provided under applicable law. For certain jurisdictions and stores, after total amount owed is adjusted, the sales tax for the reward amount may not be credited to your purchase amount, and you acknowledge that in consideration of your redeemed reward which is well in excess of the tax amount not returned, that any unreturned tax payments shall be additional consideration paid by you to the merchant for participation in the Specific vLoyalty Program.
Ownership. vPromos owns the vPromos Technology and methods and systems underlying the vLoyalty Program, and modifications, improvements, customizations, and derivative works thereto or therefrom, and patent, copyright, trade secret, and other intellectual property rights therein and thereto, and the marks and names “vPromos” and “vLoyalty” and other marks and names of vPromos (“vLoyalty Property”). You may participate in a Specific vLoyalty Program under the terms and conditions of this Agreement. However, vPromos does not assign, transfer, convey, license, or grant any right, title, interest, use right, claim, or expectation in or to any of the vLoyalty Property, whether expressly, implicitly, or otherwise.
Disclaimers. WE OFFER VLOYALTY PROGRAMS ‘AS IS’ AND ‘AS AVAILABLE, ‘ WITH ALL FAULTS AND WITHOUT ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES. YOUR PARTICIPATION IS AT YOUR SOLE RISK. WE PROVIDE NO GUARANTY OR ASSURANCE THAT PROGRAMS OR BENEFITS WILL BE AVAILABLE. VPROMOS, ITS PARENT, SUBSIDIARY AND OTHER AFFILIATED COMPANIES, SUCCESSORS OR ASSIGNEES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND OTHER REPRESENTATIVES (COLLECTIVELY, THE “VPROMOS PERSONS”), EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY AND ALL WARRANTIES OF TITLE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. WITHOUT LIMITING THE FOREGOING, THE VPROMOS PERSONS ARE NOT RESPONSIBLE OR LIABLE FOR: (I) ANY MALICIOUS CODE, DELAYS, INACCURACIES, ERRORS, OR OMISSIONS ARISING OUT OF YOUR USE OF ANY VLOYALTY PROGRAMS; (II) ANY INTERRUPTION OR CESSATION OF TRANSMISSION; (III) THE ABILITY OF ANY VLOYALTY PROGRAM TO MEET YOUR REQUIREMENTS; (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU FROM A MERCHANT; (V) THE LOSS OF ANY COMMUNICATION OR DATA SUBMITTED OR RECEIVED, OR (VI) ANY UNAVAILABILITY OR LOSS OF CREDITS, POINTS, PUNCHES, OR ANY BENEFITS OR ADVANTAGES UNDER ANY VLOYALTY PROGRAM. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE VPROMOS PERSONS SPECIFICALLY DISCLAIM ANY LIABILITY RESULTING FROM A MERCHANT’S DISCONTINUATION OF THE VLOYALTY PROGRAM, AND/OR ALL PROGRAM OFFERS AND PROGRAM REWARDS, FOR ANY REASON.
Limitation of Liability. YOU UNDERSTAND AND AGREE, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER THE VPROMOS PERSONS NOR ANY LICENSORS, ADVERTISERS, PROMOTIONAL PARTNERS, OPERATIONAL SERVICE PROVIDERS OR SUPPLIERS, SHALL BE LIABLE FOR ANY CLAIM, LOSS OR DAMAGE, DIRECT OR INDIRECT, INCLUDING, WITHOUT LIMITATION, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER IN CONNECTION WITH, AS A RESULT OF, OR ARISING FROM OUR SERVICES, YOUR USE OF OUR SERVICES OR ANY VLOYALTY PROGRAM OR YOUR PATRONAGE OF A MERCHANT, REGARDLESS OF THE FORM OF ACTION, LEGAL THEORY OR BASIS OF ANY CLAIM, WHETHER OR NOT ANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IF ANY LIMITATION OF REMEDY, DAMAGES OR LIABILITY IS PROHIBITED OR RESTRICTED BY LAW, WE ARE ENTITLED TO THE MAXIMUM DISCLAIMERS AND LIMITATIONS PERMITTED UNDER THIS AGREEMENT, AT LAW AND IN EQUITY. YOU SPECIFICALLY ACKNOWLEDGE THAT WE SHALL NOT BE LIABLE FOR A MERCHANT’S TERMINATION OF ANY OR ALL PROGRAM OFFERS AND PROGRAM REWARDS, AND THAT THE RISK OR HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY ON YOU.
NOTWITHSTANDING THE FOREGOING, ANY DAMAGES THAT ARE NOT OR CANNOT BE COMPLETELY DISCLAIMED UNDER APPLICABLE LAW VIA THESE TERMS SHALL BE CAPPED AT 10% OF THE AMOUNT THAT YOU PAID FOR PRODUCTS QUALIFYING FOR VLOYALTY BENEFITS IN THE LAST 180 DAYS BEFORE VPROMOS RECEIVES YOUR WRITTEN CLAIM.
Miscellaneous. These Terms contain the entire understanding and agreement between you and vPromos and supersede any and all prior or inconsistent understandings relating to the Specific vLoyalty Program. The Terms cannot be changed or terminated orally. If any provision of the Terms is held to be illegal, invalid or unenforceable, this will not affect any other provisions, and the Terms will be deemed amended to the extent necessary to make it legal, valid and enforceable. Any provision which must survive in order to allow us to enforce its meaning shall survive the termination of the Terms. We may transfer our rights and obligations regarding vLoyalty Programs to third parties, including an acquirer of our company or some or all of our assets. No action arising out of or in connection with these Terms, regardless of form or the basis of the claim, may be brought by you more than one (1) year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose). Neither the failure of vPromos to enforce at any time any of the provisions of the Terms nor the granting of any time or other indulgence shall be construed as a waiver of that provision or of the right of vPromos thereafter to enforce that or any other provision.
Choice of law and arbitration. These Terms and its provisions shall be interpreted, and the validity and conclusion of these Terms shall be interpreted, and any dispute arising out of or in connection with these Terms (“Disputes”) shall be governed, by the laws of the State of Texas without regard to its conflict of law provisions that would result in the application of the laws of any other jurisdiction. All Disputes shall be resolved through binding arbitration. Any arbitration under these Terms will take place on an individual basis; class arbitrations and class actions are not permitted. Notwithstanding the foregoing, either party may bring an individual action in small claims court. YOU AGREE THAT YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
A party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute ("Dispute Notice"). The Dispute Notice to us should be addressed to vPromos LEGAL, 2001 North Lamar Street, Suite 400, Dallas, TX 75202 ("Notice Address"). We need to send any Dispute Notice to you to any address you provided to us. Any Dispute Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought ("Demand"). If we and you do not reach an agreement to resolve the claim within thirty (30) days after the Dispute Notice is received, you or we may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by us or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or we are entitled.
After we receive notice at the above-mentioned address that you have commenced arbitration, we will promptly reimburse you for your payment of the initial filing fee, up to $300. The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by this Agreement, and will be administered by the AAA. The AAA Rules are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by writing to the Notice Address. (You may obtain information that is designed for non-lawyers about the arbitration process at att.com/arbitration-information.) The arbitrator shall apply the terms of this Agreement and the governing law chosen in these Terms. All issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of the arbitration provision are for the court to decide. Unless we and you agree otherwise, any arbitration hearings will take place in the county (or parish) of your billing address or other address you provided to us. If your claim is for $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
Customer Service. For comments or questions, you may email us at email@example.com. You can also request our contact information from your mobile phone at any time by sending a text message with the word “HELP” to 26173.