1. Your Access and Use of the Site
2. CardBenefit’s Intellectual Property Rights
The names “CardBenefit,” “cardbenefit.com,” and CardBenefit’s graphics, logos, page headers, button icons, scripts, and service names are trademarks or trade dress of CardBenefit, in the United States (collectively, the “Proprietary Marks”). You may not use the Proprietary Marks without the prior express written permission of CardBenefit, which permission may be withheld in CardBenefit’s sole discretion. CardBenefit makes no proprietary claim to any third-party names, trademarks or service marks appearing on the Site. Any third-party names, trademarks, and service marks are property of their respective owners. The information, advice, data, software and content viewable on, contained in, or downloadable from, the Site (collectively, the “Content”), including, without limitation, all text, graphics, charts, pictures, photographs, images, line art, icons and renditions, are copyrighted by, or otherwise licensed to, CardBenefit or its Content suppliers. CardBenefit also owns a copyright of a collective work in the selection, coordination, arrangement, presentation, display and enhancement of the Content (the “Collective Work”). All software used on the Site (the “Software”) is the property of CardBenefit or its software vendors and is protected by United States and international copyright laws. Viewing, reading, printing, downloading or otherwise using the Content and/or the Collective Work does not entitle you to any ownership or intellectual property rights to the Content, the Collective Work or the Software. You shall be solely responsible for any damage resulting from your infringement of CardBenefit’s or any third party’s intellectual property rights regarding the Trademarks, the Content, the Collective Work, the Software and/or any other harm incurred by CardBenefit as a direct or indirect result of your copying, distributing, redistributing, transmitting, publishing or using the same for purposes that are contrary to the terms and conditions of this Agreement.
CardBenefit does not charge anyone for access to the CardBenefit website or using the Service at CardBenefit.
4. UNSOLICITED EMAILS OR “SPAM”.
CardBenefit holds itself to the highest privacy and customer relations standards, and we hold our users to the same rigorous standards. To that end, “spamming” (any form of emailing or posting to message boards for a commercial purpose that is unsolicited, and whose recipient did not request it) is prohibited in the CardBenefit program. If you have specific questions about the policy, or you wish to report a Spam complaint, please contact firstname.lastname@example.org.
5. ACCEPTABLE USE.
You agree not to use the Service for illegal purposes. You will not interfere with or disrupt (a) the use and enjoyment of the Service by other users, (b) the Service, or (c) the servers or networks connected to the Service. You will not attempt to gain unauthorized access to computer systems or networks connected to the Service. You agree not to resell the use of or access to the Service.
TERMS AND CONDITIONS
RELATIONSHIP OF PARTIES.
The relationship between the User and CardBenefit (Parties) will be that of independent contractors. Neither this Agreement, nor any terms and conditions contained herein may be construed as creating or constituting a franchise, 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 Party’s behalf without the other Party’s prior written consent.
This Agreement constitutes the entire understanding and agreement of the Parties with respect to the subject matter of this Agreement, and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, with respect to such subject matter. Any changes, supplements or waivers to the Agreement must be in writing and signed by authorized representatives of all Parties.
Any Party receiving confidential or proprietary information (“Receiving Party”) from the other party shall (i) hold the Confidential Information in confidence and to take all commercially reasonable precautions to protect such Confidential Information (including, without limitation, all precautions the Receiving Party employs with respect to its confidential materials of a similar nature); (ii) except as expressly provided herein, not disclose any such Confidential Information or any information derived there from to any third person; (iii) not make any use whatsoever at any time of such Confidential Information except as necessary to exercise their rights and perform their obligations under this Agreement in strict accordance with the terms and conditions of this Agreement; (iv) except as expressly set forth herein, not copy or reverse engineer, or attempt to derive the composition or underlying information, structure or ideas of any such Confidential Information; and (v) not remove or export from the United States or re-export any such Confidential Information except in compliance with, and with all licenses and approvals required under applicable export laws and regulations, including without limitation, those of the U.S. Department of Commerce. Any employee or third party given access to any such Confidential Information must have a legitimate “need to know” and shall be similarly bound in writing.
PROHIBITION AGAINST ASSIGNMENT.
Neither this Agreement nor any rights, licenses or obligations hereunder, may be assigned by either Party without the prior written approval of the non-assigning Party. Notwithstanding the foregoing, either Party may assign this Agreement, together with all of its rights and obligations hereunder, to its Affiliate or as part of a merger, reorganization, change in its ownership or control or the sale or transfer of all or substantially all of its assets, without the other Party’s consent. Any attempted assignment in violation of this Section will be void and without effect. Subject to the foregoing, this Agreement will benefit and bind the Parties’ successors and permitted assigns.
Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees, agents, successors and assigns from and against any and all losses, liabilities, damages, penalties and claims and all related costs and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) related to claims made by third parties against the indemnified party alleging that the indemnifying party’s intellectual property (including, without limitation, the Service, any marks, logos or other indicia of a party) infringe the patents, copyrights, trademarks or service marks or other intellectual property rights of such third parties. In addition to the foregoing, CardBenefit agrees to indemnify, defend and hold harmless User, and assigns from and against any and all Losses arising out of (a) its breach of its representations, warranties or agreements herein; and (b) any claims from advertisers whose products or services are advertised via the Service.
DISCLAIMER OF SERVICES.
Subject to the terms thereof, user expressly agrees that use of the service is at its sole risk. The service is provided on an “as is” basis. To the maximum extent allowed by applicable law, CardBenefit expressly disclaims all warranties of any kind, express or implied by law, custom or otherwise, including without limitation any warranty of merchantability, satisfactory quality, fitness for a particular purpose. CardBenefit makes no warranty regarding any third party goods or services purchased or obtained through the service or any transactions entered into through the service.
CardBenefit has financial relationships with some of the cards mentioned here, and CardBenefit may be compensated if consumers choose to apply for these links in our content and ultimately sign up for them.
LIMITATION OF LIABILITY.
To the maximum extent allowed by applicable law, neither party, its members, subsidiaries, affiliates, service providers, licensors, officers, directors or employees shall be liable for any direct, indirect, incidental, special or consequential damages arising out of or relating to this agreement, resulting from the use or the inability to use the service or resulting from unauthorized access to or alteration of user’s transmissions or data, including but not limited to, damages for loss of profits, use, data or other intangible, even if such party has been advised of the possibility of such damages. Notwithstanding the forgoing, the limitations set forth herein shall not apply to the parties indemnification obligations hereunder, violation of intellectual property rights, privacy or confidentiality obligations or fraud.
GOVERNING LAW AND OTHER TERMS.
This Agreement is to be construed in accordance with and governed by the internal laws of The United States of America and the State of California without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of California to the rights and duties of the Parties. Any action related to this Agreement will be governed by California law, excluding (1) principles of conflicts of laws, and (2) the United Nations Convention on Contracts for the International Sale of Goods. Any action relating to this Agreement shall be brought in the state or federal courts located in California, and you hereby submit to the exclusive jurisdiction and venue thereof. You agree to comply with the laws of California and The United States that apply to the use of this Service and the compensation you may receive. If any part of this Agreement is held to be unenforceable, the unenforceable part shall be given effect to the greatest extent possible and the remainder will remain in full force and effect.
All disputes between the parties relating to this Agreement, except for those for which injunctive relief is sought, may, upon mutual agreement of the parties, be submitted for final settlement by binding arbitration in accordance with the then prevailing Comprehensive Rules of the Judicial Arbitration and Mediation Service (JAMS). Any resulting arbitral award may be entered and enforced in any court of competent jurisdiction. The arbitration shall be held in a location mutually agreed upon by the parties. The arbitrators shall have authority to award actual money damages, and specific performance relief in accordance with the terms of this Agreement, but shall not have authority to award exemplary or punitive damages, and the parties expressly waive any claimed right to such damages. The parties shall share the costs and expenses of the arbitration, but not the costs and expenses of the parties, equally. In every case where the arbitrators decide a party has properly fulfilled the terms and conditions of this addendum and agreement, all costs and fees, incurred during or necessitated but the arbitration process shall be paid by the other party.
Neither Party hereto shall be responsible for any failure to perform its obligations under this Agreement if such failure is caused by events or conditions beyond that Party’s reasonable control and the Party gives the other prompt notice and makes reasonable efforts to perform. A Party whose performance is affected by a force majeure condition shall be excused from such performance to the extent required by such force majeure condition so long as such Party uses commercially reasonable efforts to avoid or remove such causes of nonperformance and such force majeure event does not extend beyond one (1) month.