Welcome to our website (the “Website”). The following agreement (the “Agreement”) contains the terms and conditions that govern your use of the Website. Your use of the Website constitutes acceptance of the terms of this Agreement.
If you do not agree with any of these terms, do not access or otherwise use the Website or any information or materials contained on Website. Your use of Website shall be deemed to be your agreement to abide by each of the terms set forth below.
Loyal9 Marketing (“Loyal9 Marketing”) owns and operates Website and reserves the right to add, delete, and/or modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion, by posting a change notice or a new agreement on the Website. In the event of substantive changes to this Agreement, the new terms will be posted to the Website and you may also be notified by email. If any modification is unacceptable to you, your only recourse is not to use the Website. Your continued use of the Website following posting of a change notice or new Agreement on the Website will constitute binding acceptance of the changes.
1. Use of the Website
1.1. Eligibility. Loyal9 Marketing will only knowingly provide the Website to parties that can lawfully enter into and form contracts under applicable law. The Website is not for children under the age of 18 and any such use is prohibited.
1.2. Compliance with the Agreement and Applicable Law. You must comply with all of the terms and conditions of this Agreement, the applicable agreements and policies referred to below, and all applicable laws, regulations, and rules when you use Website.
1.3. Your License to Use the Web Site and the Website Service.
1.3.1. Loyal9 Marketing owns or licenses all intellectual property and other rights, title, and interest in and to Website, and the materials accessible on and/or through Website. For example, and without limitation, Loyal9 Marketing owns trademarks, copyrights, and certain technology used in providing the Website. You will not acquire any right, title or interest therein under this Agreement or otherwise unless expressly provided for herein. You may not use any Loyal9 Marketing-owned and/or Loyal9 Marketing-licensed trademark, copyright protected work, picture, video, or likeness of any Loyal9 Marketing-employee.
1.3.2. Loyal9 Marketing grants you a limited revocable license to access and use the Website–and any products or services you purchase on the Website—for its intended purposes, subject to your compliance with this Agreement. This license does not include the right to collect or use information for purposes prohibited by Loyal9 Marketing or to compete with Loyal9 Marketing. If you use Website in a manner that exceeds the scope of this license or breaches any relevant agreement, Loyal9 Marketing may revoke the license granted to you.
1.4. Third-Party Services. Loyal9 Marketing may provide links on Website to other websites that are not affiliated with, under the control of, or otherwise maintained by Loyal9 Marketing, and may use third parties to provide certain services accessible through Website. Loyal9 Marketing does not control those third parties or their services, and you agree that Loyal9 Marketing will not be liable to you in any way for your use of such services. Loyal9 Marketing does not endorse or make any representations or warranties about third party sites or any information, software, or other products or services found there.
2. General Rules
2.1. Prohibited Use. You may not cause harm to Website. Specifically, but not by way of limitation, you may not: (i) interfere with Website by using viruses or any other programs or technology designed to disrupt or damage any software or hardware; (ii) modify, create derivative works from, reverse engineer, decompile or disassemble any technology used to provide Website; (iii) use a robot, spider or other device or process to monitor the activity on or copy pages from the Website, except in the operation or use of an internet “search engine”, hit counters or similar technology; (iv) collect electronic mail addresses or other information from third parties by using the Website; (v) impersonate another person or entity; (vi) engage in any activity that interferes with another user’s ability to use or enjoy Website; (vii) assist or encourage any third party in engaging in any activity prohibited by this Agreement; (viii) co-brand the Website; (ix) frame the Website; (x) hyper-link to the Website, without the express prior written permission of an authorized representative of Loyal9 Marketing; (xi) use the Website or purchase any product from the Website in Wyoming, South Dakota, or any other locality in which such activities are inconsistent with applicable laws and/or regulations; or (xii) use any trademark owned and/or licensed by Loyal9 Marketing.
2.3. Ordering Policies. If you purchase any Loyal9 Marketing product and/or service, you agree that your use of the product or service is limited by this Agreement as well.
3. Reservation of Rights
3.1. Monitoring. Loyal9 Marketing reserves the right, but does not assume the obligation, to monitor transactions and communications that occur through the Website. If Loyal9 Marketing determines, in its sole and absolute discretion, that you or another Website user has or will breach a term or condition of this Agreement or that such transaction or communication is inappropriate, Loyal9 Marketing may cancel such transaction or take any other action to restrict access to or the availability of any material that may be considered objectionable, without any liability to you or any third party.
3.2. Modification of the Service. Loyal9 Marketing may modify Website and/or the Website Service at any time with or without notice to you, and will incur no liability for doing so.
4. Representations and Warranties
4.1. Mutual Representations and Warranties. Each party represents to the other that: (i) the party has the full power and authority to enter into and perform under this Agreement, (ii) execution and performance of this Agreement does not constitute a breach of, or conflict with, any other agreement or arrangement by which the party is bound, and (iii) the terms of this Agreement are a legal, valid, and binding obligation of the party entering into this Agreement, enforceable in accordance with these terms and conditions.
4.2. By You. You represent and warrant to Loyal9 Marketing that, in your use of the Website, you: (i) will not infringe the copyright, trademark, patent, trade secret, right of privacy, right of publicity or other legal right of any third party; (ii) will comply with all applicable laws, rules, and regulations; (iii) will not disrupt or damage any software or hardware; and (iv) will provide correct, current, and complete billing and contact information.
5. Disclaimers and Exclusions
5.1. DISCLAIMER OF WARRANTIES. Loyal9 Marketing PROVIDES THE WEBSITE, ALL CONTENT, AND ALL Loyal9 Marketing PRODUCTS ON AN “AS IS” AND “AS AVAILABLE” BASIS. Loyal9 Marketing DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE, ITS CONTENT, OR USE, OR ANY Loyal9 Marketing PRODUCT OR USE THEREOF: (i) WILL BE UNINTERRUPTED, (ii) WILL BE FREE OF INACCURACIES OR ERRORS, (iii) WILL MEET YOUR REQUIREMENTS, OR (iv) WILL OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE YOU USE. Loyal9 Marketing MAKES NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THIS AGREEMENT, AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NON-INFRINGEMENT.
5.2. EXCLUSION OF DAMAGES. Loyal9 Marketing WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO OR CONNECTED WITH THE USE OF WEBSITE AND/OR ANY Loyal9 Marketing PRODUCT, BASED ON ANY CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
5.3. LIMITATION OF LIABILITY. IN NO EVENT WILL Loyal9 Marketing’S LIABILITY IN CONNECTION WITH YOUR USE OF WEBSITE, ITS CONTENT, OR ANY Loyal9 Marketing PRODUCT EXCEED THE LESSER OF (i) THE AMOUNT PAID TO Loyal9 Marketing BY YOU DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GIVES RISE TO SUCH LIABILITY, OR (ii) ONE HUNDRED DOLLARS ($100).
6.1. You must indemnify and hold Loyal9 Marketing and its employees, representatives, agents, affiliates, directors, officers, managers and shareholders (the “Parties”) harmless from any damage, loss, or expense (including without limitation, attorneys’ fees and costs) incurred in connection with any third-party claim, demand or action (“Claim”) brought against any of the Parties alleging that you have breached any of provision in this Agreement through any act or omission. If you have to indemnify Loyal9 Marketing under this section, Loyal9 Marketing will have the right to control the defense, settlement, and resolution of any Claim at your sole expense. You may not settle or otherwise resolve any Claim without Loyal9 Marketing’s express written permission.
7.1. Survival. Upon termination, your license to use Website shall terminate and the remainder of this Agreement shall survive indefinitely unless and until Loyal9 Marketing chooses to terminate them.
8.1. All notices required or permitted to be given under this Agreement will be in writing and delivered to the other party by any of the following methods: (i) U.S. mail, (ii) overnight courier, or (iii) electronic mail. If you give notice to Loyal9 Marketing, you must use the following addresses: Loyal9 Marketing, 173 Passaic Street, Garfield, NJ 07026. If Loyal9 Marketing provides notice to you, Loyal9 Marketing will use the contact information provided by you to Loyal9 Marketing. All notices will be deemed received as follows: (i) if by delivery by U.S. mail, seven (7) business days after dispatch, (ii) if by overnight courier, on the date receipt is confirmed by such courier service, or (iii) if by electronic mail, 24 hours after the message was sent, if no “system error” or other notice of non-delivery is generated. If applicable law requires that a given communication be “in writing,” you agree that email communication will satisfy this requirement.
9.1. This Agreement will be binding upon each party hereto and its successors and permitted assigns, and governed by and construed in accordance with the laws of the State of New Jersey without reference to conflict of law principles. This Agreement will not be assignable or transferable by you without the prior written consent of Loyal9 Marketing. This Agreement (including all of the policies and other Agreements described in this Agreement, which are hereby incorporated herein by this reference) contain the entire understanding of the parties regarding its subject matter, and supersedes all prior and contemporaneous agreements and understandings between the parties regarding its subject matter. No failure or delay by a party in exercising any right, power or privilege under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege. Any rights not expressly granted herein are reserved. You and Loyal9 Marketing are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, all of which will remain in full force and effect. This agreement is governed by the laws of the State of New Jersey without giving effect to its conflict of law provisions. You hereby submit to the exclusive jurisdiction of the courts located in the County of New Jersey, State of New Jersey, United States of America, for any dispute arising from and/or relating to this Agreement and agree that any and all such actions may only be brought before a court located in the County of New Jersey, State of New Jersey, United States of America. If any action at law or in equity is necessary to enforce the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and costs, in addition to any other relief to which the party may be entitled.
9.2. If you have questions or concerns regarding this Agreement, contact Loyal9 Marketing by e-mailing
support “at” loyal9.com and writing “Agreement” in the subject line.