Terms of Service for Smart Innovations, LLC D.B.A. More Than Rewards

This is a legal agreement between the person or organization (“Customer” or “you”) agreeing to these Terms of Service (“Terms”) and the applicable entities (“Smart Innovations” “us,” or “we”). By accepting these Terms, signing an Order, or using the Services, you represent that you are of legal age and have the authority to bind the Customer to the Order, these Terms, and the applicable Service Descriptions (collectively the “Agreement”).

WHY WE ASK FOR YOUR BANK ACCOUNT - TO DISPUTE ANY "CHARGE BACK" ATTEMPTS

• STOP CHARGE BACK DISPUTES In the past, we have issues with some ticket brokers who felt that if Private Tabs did not work on every single website perfectly, they should not have to pay for it. Private Tabs is not a 100% perfect solution that never fails; just like our competitors, you may run into issues from time to time with certain websites not loading or running slow. We make it a point to be as upfront as possible. All Private Tab agreements are for 12 months, and if you wish to cancel before this period is over, you will be required to pay the remaining fee. Please DO NOT attempt to issue a chargeback on your credit card as we will dispute, bill your checking account the remaining portion of the year as well as a 20% fee. If you are running into financial hardship due to COVID, please contact us, and we will work through h your issues helping you. You will be charged a one-time fee of $1 to your checking account on file to validate your identity.

1. ACCESS AND USE OF THE SERVICES.

• 1.1.Right to Use Services. You agree to use the Services in accordance with the use levels by which we measure, price and offer our Services as posted on our websites, your Order, or the Service Descriptions (“Use Levels”). You may use our Services only as permitted in these Terms, and your use must comply with our Privacy and Anti-Spam Policy. We grant you a limited right to use our Services only for business and professional purposes. If your affiliates use our Services, you warrant that you have the authority to bind those affiliates and you will be liable if your affiliates do not comply with the Agreement. The Services, software and websites are provided via equipment and resources located in the United States and other locations throughout the world and you consent to having personal data processed by us in the United States and other locations throughout the world.
• 1.2.Limitations on Use. By using our Services, you agree on behalf of yourself, your users and your attendees, not to (i) modify, prepare derivative works of, or reverse engineer, our Services; (ii) knowingly or negligently use our Services in a way that abuses or disrupts our networks, user accounts, or the Services; (iii) transmit through the Services any harassing, fraudulent or unlawful material; (iv) market, or resell the Services to any third-party; (v) use the Services in violation of our policies, applicable laws, or regulations; (vi) use the Services to send unauthorized advertising, or spam; (vii) harvest, collect, or gather user data without their consent; or (viii) transmit through the Services any material that may infringe the intellectual property or other rights of third-parties.
• 1.3.Changes to Services; Additional Services. We reserve the right to enhance or modify features of our Services but will not materially reduce the core functionality or discontinue any Services unless we provide you with prior written notice. We may offer additional functionality to our standard Services or premium feature improvements for an additional cost. Any additional Services you Order will be subject to these Terms.
• 1.4.Proprietary Rights and Smart Innovation’s Marks. You acknowledge that we or our licensors retain all proprietary right, title and interest in the Services, our name, logo or other marks (together, the “Smart Innovation Marks”), and any related intellectual property rights, including, without limitation, all modifications, enhancements, derivative works, and upgrades thereto. You agree that you will not use or register any trademark, service mark, business name, domain name or social media account name or handle which incorporates in whole or in part the Smart Innovation Marks or is similar to any of these. You agree to comply with our Trademark and Copyright Guidelines, which are incorporated into this Agreement by reference.

2. ORDERS, FEES AND PAYMENT.

• 2.1.Orders. You may order Services using our then-current ordering processes (“Order”). All Orders are effective on the earlier of (i) the date you submit your first Order, (ii) the date you convert from a services trial, or (iii) the date on the signature block of the Order (“Effective Date”). Acceptance of your Order may be subject to our verification and credit approval process.
• 2.2.Fees and Payment. You agree to pay all applicable, undisputed fees for the Services as set forth on the invoice. Except as set forth in Section 3.4 below, any and all payments you make to us for access to the Services are final. You are responsible for all fees and charges imposed by your voice and data transmission providers related to your access and use of the Services. You are responsible for providing accurate and current billing, contact and payment information to us or any reseller. You agree that we may take steps to verify whether your payment method is valid, charge your payment card or bill you for all amounts due for your use of the Services, and automatically update your payment card information using software designed to do so in the event your payment card on file is no longer valid. You agree that your credit card information and related personal data may be provided to third-parties for payment processing and fraud prevention purposes. We may suspend or terminate your Services if at any time we determine that your payment information is inaccurate or not current, and you are responsible for fees and overdraft charges that we may incur when we charge your card for payment. We will not agree to submit invoices via any customer procure-to-pay online portal or Electronic Data Interchange (EDI) portals. We reserve the right to update the price for Services at any time after your Initial Term, and price changes will be effective as of your next billing cycle. We will notify you of any price changes by publishing on our website, emailing, quoting or invoicing you.
• 2.3.Sales, Promotional Offers, Coupons and Pricing. Sales, promotions and other special discounted pricing offers are temporary and, upon the renewal of your subscription, any such discounted pricing offers may expire. We reserve the right to discontinue or modify any coupons, credits, sales and special promotional offers in our sole discretion.
• 2.4.Disputes; Delinquent Accounts. You must notify us of any fee dispute within five (5) business days of the invoice date, and once resolved, you agree to pay those fees within five (5) business days. We may also suspend or terminate your Services if you do not pay undisputed fees, and you agree to reimburse us for all reasonable costs and expenses incurred in collecting delinquent amounts.
• 2.5.Taxes and Withholding. You are responsible for all applicable sales, services, value-added, goods and services, withholding, tariffs, Universal Services Fund (USF) fees and similar taxes (collectively, “Taxes”) imposed by any government entity or collecting agency based on the Services, except those Taxes based on our net income, or Taxes for which you have provided an exemption certificate. We reserve the right to gross up the price for Services in any invoice, or require you to gross up your payment, if your withholding obligations prevent us from receiving the amount specified in the Order. Additionally, if you do not satisfy your Tax obligations, you agree that you will be required to reimburse us for any Taxes paid on your behalf, and we may take steps to collect Taxes we have paid on your behalf. In all cases, you will pay the amounts due under this Agreement to us in full without any right of set-off or deduction.

3.TERM AND TERMINATION.

• 3.1.Term. Your initial term commitment (“Initial Term”) will be specified in your Order, which is by default recurring month-to-month and automatically invoiced via credit card the first day of each consecutive month. If no term is specified and a separate agreement is in place, your Initial Term will typically be 12 months from the Effective Date and will automatically renew for additional 12-month periods (“Renewal Terms”). If you are being billed month-to-month and wish to cancel any services in-part or in-full, Customer must provide notice of non-renewal via Smart Innovations’ official electronic signature form (“Cancellation Form”) at least 15 days before the next first day of the following month, or if a specific renewal date is agreed upon in writing, Customer must provide 30 days notice of termination via the Cancellation Form. Terminating specific Services does not affect the term of any other Services still in effect. Termination requires you, no later than 30 days from the date we disable your Services (“Termination Date”), to safely return any specially configured computer equipment provided by us, which may include one or more computers and/or touchscreen devices, such as the “data gateway PC” and “keypad.” Not returning these or other specified items within 30 days from the Termination Date may incur a depreciated cost to replace the computer equipment and software licenses. If we permit you to reinstate Services at any time after termination, you agree that you will be bound by the then-current Terms and the renewal date that was in effect as of the effective termination date.
• 3.2.Termination for Cause. Either party may terminate the Agreement (i) if the other party breaches its material obligations and fails to cure within 30 days of receipt of written notice, or (ii) if the other party becomes insolvent or bankrupt, liquidated or is dissolved, or ceases substantially all of its business, and we may suspend access or terminate immediately if you breach Section 1.2, 4 or 5.
• 3.3.Effect of Termination. If the Agreement or any Services are terminated, you will immediately discontinue all use of the terminated Services, except that upon request. At our sole discretion, and when possible and practical, we may provide you with limited access to the Services for a period not to exceed 30 days, solely to enable you to retrieve your Content from the Services. We have no obligation to maintain your Content after that period. Neither party will be liable for any damages resulting from termination of the Agreement, and termination will not affect any claim arising prior to the effective termination date. If we discontinue Services in accordance with Section 1.3 above, the related Order will be terminated and we will provide you with a pro rata refund of any prepaid, unused fees. You agree to pay for any use of the Services past the date of expiration or termination.
• 3.4.Survival. The provisions of Sections 2 (Orders, Fees and Payment), 3.3 (Effect of Termination), 4 (Your Content and Accounts), 7 (Indemnification), 8 (Limitation on Liability), 9.5 (No Class Actions), and 9.9 (Notices) survive any termination of the Agreement.

4. YOUR CONTENT AND ACCOUNTS.

• 4.1.Your Content. You retain all rights to your Content and we do not own or license your Content. You grant us a non-exclusive, worldwide, royalty-free, license to use, modify, reproduce and distribute your Content, only as required to provide the Services to which you have subscribed, and you warrant that (i) you have the right to grant us the license, and (ii) none of your Content infringes on the rights of any third-party. Each party agrees to apply reasonable technical, organizational and administrative security measures to keep Content protected in accordance with industry standards. We will not view, access or process any of your Content, except: (x) as directed or instructed by you or your users, or (y) as required to comply with our policies, applicable law, or governmental request. You agree to comply with all legal duties applicable to you as a data controller by virtue of the submission of your Content within the Services. If your Content is subject to EU data protection laws and is processed by us as a data processor acting on your behalf (in your capacity as data controller), we will use and process your Content in order to provide the Services and fulfill our obligations under the Agreement, and in accordance with your instructions as represented in this Agreement. Notwithstanding anything to the contrary, this Section 4.1 expresses the entirety of our obligations with respect to your Content. “Content” means any of your, or your users’ or recipients’ files, documents, recordings, and other information that is uploaded to your Service account for storage, or used, presented or shared with third-parties in connection with the Service.
• 4.2.Your Accounts. You are solely responsible for (i) all use of the Services by you and your users, (ii) obtaining consent from your users to the collection, use, processing and transfer of Content, and (iii) providing notices or obtaining consent as legally required in connection with the Services. We do not send emails asking for your usernames or passwords, and to keep your accounts secure, you should keep all usernames and passwords confidential. We are not liable for any loss that you may incur if a third-party uses your password or account. We may suspend the Services or terminate the Agreement if you, your users, or attendees are using the Services in a manner that is likely to cause harm to us. You agree to notify us immediately and terminate any unauthorized access to the Services or other security breach.

5. COMPLIANCE WITH LAWS.

In connection with the performance, access and use of the Services under the Agreement, each party agrees to comply with all applicable laws, rules and regulations including, but not limited to export, privacy, and data protection laws and regulations. If necessary and in accordance with applicable law, we will cooperate with local, state, federal and international government authorities with respect to the Services. Notwithstanding any other provision in these Terms, we may immediately terminate the Agreement for noncompliance with applicable laws.

6. WARRANTIES.

WE WARRANT THAT THE SERVICES WILL CONFORM TO THE SERVICE DESCRIPTIONS UNDER NORMAL USE. WE DO NOT REPRESENT OR WARRANT THAT (i) THE USE OF OUR SERVICES WILL BE TIMELY, UNINTERRUPTED OR ERROR FREE, OR OPERATE IN COMBINATION WITH ANY SPECIFIC HARDWARE, SOFTWARE, SYSTEM OR DATA, (ii) OUR SERVICES WILL MEET YOUR REQUIREMENTS, OR (iii) ALL ERRORS OR DEFECTS WILL BE CORRECTED. USE OF THE SERVICES IS AT YOUR SOLE RISK. OUR ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER THIS WARRANTY WILL BE, AT OUR SOLE OPTION AND SUBJECT TO APPLICABLE LAW, TO PROVIDE CONFORMING SERVICES, OR TO TERMINATE THE NON-CONFORMING SERVICES OR THE APPLICABLE ORDER, AND PROVIDE A PRO-RATED REFUND OF ANY PREPAID FEES FROM THE PERIOD OF NON-CONFORMANCE THROUGH THE END OF THE REMAINING TERM. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES AND CONDITIONS, THEREFORE SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO CUSTOMERS LOCATED IN THOSE JURISDICTIONS.

7. INDEMNIFICATION - INCLUDING THIRD-PARTY TELEPHONE CONSUMER PROTECTION/TCPA CLAIMS.

You will indemnify and defend us against any third-party claim resulting from a breach of Section 1.2 or 4, or alleging that any of your Content infringes upon any patent or copyright, or violates trade secret or privacy rights of any party, or T.C.P.A. violations claims of any party, and you agree to pay reasonable attorney’s fees, court costs, damages finally awarded, or reasonable settlement costs with respect to any such claim. We will promptly notify you of any claim and cooperate with the you in defending the claim. You will reimburse us for reasonable expenses incurred in providing any cooperation or assistance. You will have full control and authority over the defense and settlement of any claim, except that: (i) any settlement requiring us to admit liability requires prior written consent, not to be unreasonably withheld or delayed, and (ii) we may join in the defense with our own counsel at our own expense.

8. LIMITATION ON LIABILITY.

• 8.1.LIMITATION ON INDIRECT LIABILITY. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL LOSS, EXEMPLARY OR OTHER DAMAGES, WHETHER DIRECT OR INDIRECT, ARISING OUT OF OR RELATING TO: (i) LOSS OF DATA, (ii) LOSS OF INCOME, (iii) LOSS OF OPPORTUNITY, (iv) LOST PROFITS, (v) COSTS OF RECOVERY OR ANY OTHER DAMAGES, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR VIOLATION OF STATUTE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY.
• 8.2.LIMITATION ON AMOUNT OF LIABILITY. EXCEPT FOR YOUR BREACH OF SECTIONS 1.2 OR 4 AND YOUR INDEMNIFICATION OBLIGATIONS, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF EITHER PARTY AND THEIR RESPECTIVE LICENSORS AND SUPPLIERS ARISING OUT OF THIS AGREEMENT IS LIMITED TO THE SUM OF THE AMOUNTS PAID FOR THE APPLICABLE SERVICE DURING THE 12 MONTHS AND NO MORE THAN THREE-THOUSAND U.S. DOLLARS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY. THE FOREGOING DOES NOT LIMIT YOUR OBLIGATIONS TO PAY ANY UNDISPUTED FEES AND OTHER AMOUNTS DUE UNDER ANY ORDER.

9. ADDITIONAL TERMS.

• 9.1.Free Services and Trials. Your right to access and use any free Services is not guaranteed for any period of time and we reserve the right, in our sole and absolute discretion, to limit or terminate your use of any free or basic versions of any Services by any individual or entity. If you are using the Services on a trial or promotional basis (“Trial Period”), your Trial Period and access to the Services will terminate (i) at the end of the Trial Period stated in your Order, or (ii) if no date is specified, 30 days after your initial access to the Services, (iii) or upon your conversion to a subscription. Following expiration of the Trial Period, the Services may automatically continue unless you provide notice of cancellation to us, and you are responsible for payment of the applicable Fees set forth in the Order. During the Trial Period, to the extent permitted by law, we provide the Services “AS IS” and without warranty or indemnity, and all other terms otherwise apply. We may modify or discontinue any trials or promotions at any time without notice.
• 9.2.Third-Party Features. The Services may be linked to third-party sites or applications (“Third-Party Services”). We are not responsible for and do not endorse Third Party Services. You have sole discretion whether to purchase or connect to any Third-Party Services and your use is governed solely by the terms for those Third-Party Services.
• 9.3.Beta Services. We may offer you access to beta services that are being provided prior to general release, but we do not make any guarantees that these services will be made generally available (“Beta Services”). You understand and agree that the Beta Services may contain bugs, errors and other defects, and use of the Beta Services is at your sole risk. We have no obligation to provide technical support and we may discontinue provision of Beta Services at any time in our sole discretion and without prior notice to you. These Beta Services are offered “AS-IS”, and to the extent permitted by applicable law, we disclaim any liability, warranties, indemnities, and conditions, whether express, implied, statutory or otherwise. If you are using Beta Services, you agree to receive related correspondence and updates from us, and acknowledge that opting out may result in cancellation of your access to the Beta Services. If you provide feedback (“Feedback”) about the Beta Service, you agree that we own any Feedback that you share with us. For the Beta Services only, these Terms supersede any conflicting terms and conditions in the Agreement, but only to the extent necessary to resolve conflict.
• 9.4.Copyright. If you believe that our Services have been used in a way that constitutes copyright infringement, you should follow the process outlined in our DMCA statement.
• 9.5.No Class Actions. You may only resolve disputes with us on an individual basis and you agree not to bring or participate in any class, consolidated, or representative action against us or any of our employees or affiliates.
• 9.6.Security Emergencies. If we reasonably determine that the security of our Services or infrastructure may be compromised due to hacking attempts, denial of service attacks, or other malicious activities, we may temporarily suspend the Services and we will take action to promptly resolve any security issues. We will notify you of any suspension or other action taken for security reasons.
• 9.7.High-Risk Use. You understand that the Services (i) are not designed or intended for use during high-risk activities, and (ii) do not allow and should not be used for calls to emergency services numbers (e.g., 911 within the U.S.). WE ARE NOT A "DIAL-TONE" PROVIDER. IN THE EVENT OF AN EMERGENCY WHILE USING ANY SERVICES, HANG UP AND DIAL YOUR LOCAL EMERGENCY NUMBER. YOU MUST UTILIZE THE TELEPHONE SERVICE PROVIDED BY YOUR LOCAL CARRIER TO MAKE AN EMERGENCY CALL.
• 9.8.Assignment. Neither party may assign its rights or delegate its duties under the Agreement either in whole or in part without the other party’s prior written consent, which shall not be unreasonably withheld, except that either party may assign the Agreement to an affiliated entity, or as part of a corporate reorganization, consolidation, merger, or sale of all or substantially all of its assets. Any attempted assignment without consent will be void. The Agreement will bind and inure to the benefit of each party’s successors or assigns.
• 9.9.Notices. Notices must be sent by personal delivery, overnight courier or registered mail. We may also provide notice to the email last designated on your account, electronically via postings on our website, in-product notices, or our self-service portal or administrative center. Unless specified elsewhere in this Agreement, notices should be sent to us at our mailing address: Smart Innovations, LLC, 1177 W. Northbranch Dr., Oak Creek, WI, 53154, with a copy to DeWitt Ross & Stevens SC, Attn: Craig A. Fieschko, Esq., 2 E. Mifflin St., 6th Floor, Madison, WI 53703, and we will send notices to the address last designated on your account. Notice is given (a) upon personal delivery; (b) for overnight courier, on the second business day after notice is sent, (c) for registered or certified mail, on the fifth business day after notice is sent, (d) for email, when the email is sent, or (e) if posted electronically, upon posting.
• 9.10.Entire Agreement; Order of Precedence. The Agreement, including your Order and related invoices for Services ordered, these Terms, Service Descriptions, sets forth the entire agreement between us relating to the Services and supersedes all prior and contemporaneous oral and written agreements, except as otherwise permitted. If there is a conflict between an executed Order, these Terms, and the Service Descriptions, the conflict will be resolved in that order, but only for the specific Services described in the applicable Order. Nothing contained in any document submitted by you will add to or otherwise modify the Agreement. We may update the Terms from time to time, which will be identified by the last updated date. Your continued access to and use of the Service constitutes your acceptance of the then-current Terms.
• 9.11.General Terms. If any term of this Agreement is not enforceable, this will not affect any other terms. Both parties are independent contractors and nothing in this Agreement creates a partnership, agency, fiduciary or employment relationship between the parties. No person or entity not a party to the Agreement will be a third-party beneficiary. Our authorized distributors do not have the right to modify the Agreement or to make commitments binding on us. Failure to enforce any right under the Agreement will not waive that right. Unless otherwise specified, remedies are cumulative. The Agreement may be agreed to online, or executed by electronic signature and in one or more counterparts. No party will be responsible for any delay or failure to perform under the Agreement due to force majeure events (e.g. natural disasters; terrorist activities, activities of third-party service providers, labor disputes; and acts of government) and acts beyond a party’s reasonable control, but only for so long as those conditions persist.
• 9.12. Choice of Law and Location for Resolving Disputes. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin, U.S.A., without reference to any conflicts of law provisions.

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ADDITIONAL NOTES UPDATED 3/1/2017
We have included a copy of these same terms and conditons on any "change requests" or "cancelation" requests as of 3/1/2017 and have also modified all invoice footers to provide a full copy of the terms and conditions instead of a simple link to the terms and conditons for even more transparency.

ADDITIONAL NOTES UPDATED 1/15/2017
This license agreement/terms and conditions have been in place since 2010. They can be found as links at the bottom of your invoices and upon logging into the application within the footer. You will also find a checkbox upon logging in that you must check before accessing our software as a user with advance security privilages. All access information is recorded as record of you agreeing to these terms and conditions of using any of the More Than Rewards software. As a reminder you have also agreed to these terms when you purchased our products and services as you will not be able to access our software unless you have previously agreed to these terms. This includes direct access to any module within our software accessed from within your stores authorized IP as well as accessing it outside of your authorized IP including but not limited to 3rd party login pages that may use SSO (Single Sign On), or "login from home" access. In an effort to be even more transparent, we have updated our public facing website http://www.morethanrewards.com and http://www.riderrewards.com to include these same terms & conditions on 1/15/2017 as found here: http://www.morethanrewards.com/terms-and-conditions.htm and here: http://www.morethanrewards.com/mtr-software-terms.htm.