Inmar End User Terms and Conditions for SWIZL™
IMPORTANT: PLEASE CAREFULLY READ THESE END USER TERMS AND CONDITIONS (THE “AGREEMENT”). THIS AGREEMENT GOVERNS USE OF THE SWIZL™ MOBILE SOFTWARE APPLICATION WITH WHICH THIS AGREEMENT HAS BEEN PROVIDED (the “APP”), AS WELL AS USE OF THE WEBSITE AVAILABLE AT WWW.HELLOSWIZL.COM (THE “SITE”). COLLECTIVELY, THE APP AND THE SITE MAY BE REFERENCED AS THE “PLATFORM.” THIS AGREEMENT FORMS A BINDING CONTRACT BETWEEN THE INDIVIDUAL USING ANY PORTION OF THE PLATFORM (I.E. THE APP AND/OR THE SITE) (“YOU”) AND CAROLINA MANUFACTURER’S SERVICES, INC., AN INMAR COMPANY (“INMAR,” “WE,” “US,” OR “OUR”). BY USING THE PLATFORM, YOU AGREE THAT YOU HAVE READ THIS ENTIRE AGREEMENT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT YOU MAY NOT USE THE PLATFORM.
- Understanding Rebate Offers and Rebate Terms. The Platform is comprised of a software application and website through which various manufacturers, retailers and other Inmar business partners publish the availability of rebates for the products they make or sell (“Rebate Offers”) to consumers who use the Platform, like you. We call all the third parties who publish Rebate Offers through the Platform the “Advertisers.” Each Advertiser sets the terms and conditions that apply to their Rebate Offers, such as the deadlines for submitting rebate redemption requests, or the geographic limits where a Rebate Offer is or is not valid (collectively, all such terms and conditions, the “Rebate Terms”). All Rebate Offers are void where prohibited by applicable law. Each Advertiser fulfills its Rebate Offers according to its own Rebate Terms, such as terms that identify the information to be submitted as valid proof of purchase, and terms governing how and when the Advertiser will pay amounts to which a consumer is entitled as a rebate.
As a condition of using our Platform, you acknowledge that all Rebate Offers are offers made by Advertisers, not by Inmar, and that each Advertiser is ultimately responsible for the administration of its Rebate Offers, including, without limitation, (i) determination of your eligibility for any particular Rebate Offer; (ii) determination of your satisfaction of all requirements for rebate redemption; and (iii) payment of any amounts owed to you as a rebate reward. You agree to hold Inmar harmless in connection with any determination or your ineligibility to receive any particular rebate, and for any delay or failure by an Advertiser to fulfill any particular Rebate Offer.
- Limited Permission to Use the Platform. Subject to the terms and conditions of this Agreement, Inmar hereby grants to you limited permission (i) to use, perform, and display the App on a compatible mobile computing device (e.g., an iPhone) that you own or control (your “Mobile Device”), and (ii) to access and use the Site through compatible browser software, in all cases solely for your personal, non-commercial use in accordance this Agreement. This license does not allow you to use, perform, or display the App on any device that you do not own or control, and you may not distribute or make the App available over a network where it could be used by more than one device at the same time.
- Usage Restrictions. You may not copy, modify, download or transfer the Platform or any component of the Platform, in whole or in part. You may not reverse engineer, disassemble, decompile, or translate any portion of the Platform, attempt to derive the source code of any software component of the Platform, create any derivative work from the Platform, or authorize any third party to do any of the foregoing. Any attempt to transfer any of the rights, duties or obligations under this Agreement is void. You may not rent, lease, loan, resell for profit, or distribute the Platform, or any part thereof, nor may you provide access to the Platform over the Internet or any network for use by any third parties. You may not remove or alter any proprietary notice or legend regarding Inmar’s proprietary rights in the Platform. You may not use the Platform except in accordance with applicable laws and regulations.
- Supplemental Terms. In order to use particular functionalities and features of the Platform, you may be required to agree to additional guidelines, terms, or rules applicable to such functionalities and features (“Supplemental Terms”). Supplemental Terms may be posted within the Platform (or available from a link posted within the Platform) from time to time and are hereby incorporated by reference into this Agreement. You will have the opportunity to review and accept any such Supplemental Terms prior to electing the additional functionalities or features. While you are not required to accept Supplemental Terms, you may be unable to access the additional functionalities or features if you do not. This Agreement shall govern any corrections, bug fixes, enhancements, updates or other modifications to the Platform (collectively, “Upgrades”) provided by Inmar, except to the extent such Upgrades are accompanied by a separate license, in which case the terms of such license will govern. In addition, you acknowledge that use of your Mobile Device may be subject to additional terms and conditions of the device manufacturer or carrier. For examples, by accessing and using the Platform with your Mobile Device, you may incur fees from your mobile communications carrier, such as data usage fees, and you are solely responsible for the payment of such fees.
- Ownership of Intellectual Property Rights. This Agreement grants you only limited permission to access and use the Platform. As between you and Inmar, you acknowledge that Inmar and its licensors own and retain all proprietary rights in the Platform (including all Upgrades thereto). The Platform includes copyrighted material, trademarks, and other proprietary information (“Intellectual Property”) of Inmar and its licensors. There are no implied licenses under this Agreement, and all rights not expressly granted are hereby reserved. You agree that any questions, comments, or suggestions (collectively, “Feedback”) that you send to Inmar shall become the sole property of Inmar. You further agree that Inmar shall be free to use and exploit in any manner any ideas, concepts, know-how, methods, or techniques contained in such Feedback for any purpose without your consent and without payment of any consideration to you, and you hereby assign all rights, title and interest in such Feedback to Inmar.
- Third Party Trademarks and Content; Copyright Agent. You acknowledge that the Platform may display content, like Rebate Offers, containing text, photos, graphical material, trademarks, and other information and media provided to us by third parties (collectively, “Third-Party Content”). YOU ACKNOWLEDGE AND AGREE THAT INMAR IS NOT RESPONSIBLE FOR THE ACCURACY, COMPLETENESS, CURRENCY, LEGALITY, SUITABILITY OR QUALITY OF THIRD-PARTY CONTENT AND SHALL HAVE NO LIABILITY TO YOU IN CONNECTION WITH THIRD-PARTY CONTENT OR IN CONNECTION WITH ANY PRODUCT, SERVICE, REBATE OFFER OR OTHER OFFERING DESCRIBED THEREIN. You may not reproduce, publicly perform, publicly display, modify, distribute or create derivative works of any Third-Party Content, nor use any Third-Party Content except as provided by the standard functionality offered within the Platform.
Inmar respects the intellectual property rights of third parties. In the event that you have a good faith belief that your copyrights have been violated by the use or display of certain content within the Platform, it is our policy to investigate and promptly undertake efforts to resolve the issue. To notify us regarding an alleged copyright violation, you must provide us with all of the following information: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (ii) identification of the copyrighted work(s) claimed to have been infringed, and information reasonably sufficient to permit us to locate the material; (iii) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted; (iv) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (v) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to Inmar’s designated agent at:
Inmar Copyright Agent
Attention: General Counsel
635 Vine Street
Winston-Salem, North Carolina 27101 USA
- Third-Party Services. The Platform includes features that allow you to connect to certain third-party services, which may include payment services such as PayPal. For example, in order to receive automated rebate payments from Advertisers in the manner facilitated by the Platform, you must connect your PayPal account to the Platform by providing applicable PayPal credentials. It is your responsibility to establish and manage your accounts for such third-party services, and you may be unable to use certain features of the Platform unless you obtain the applicable third-party services, like PayPal, and connect those services to your SWIZL account. You understand that Inmar does not provide such third-party services, and such third-party services are subject to the terms and conditions provided by the applicable service provider instead of this Agreement. YOU AGREE THAT INMAR HAS NO RESPONSIBILITY OR LIABILITY UNDER THIS AGREEMENT OR OTHERWISE IN CONNECTION WITH ANY THIRD-PARTY SERVICE, INCLUDING, WITHOUT LIMITATION, THE AVAILABILITY, QUALITY OR PERFORMANCE THEREOF OR THE PRACTICES (INCLUDING PRIVACY PRACTICES) OF THE APPLICABLE THIRD-PARTY SERVICE PROVIDERS.
- Disclaimer of Warranties. THE PLATFORM IS PROVIDED BY INMAR ON AN “AS IS” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INMAR HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, NON-INFRINGEMENT, DATA ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR TRADE USAGE. WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE THAT INMAR DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, THAT THE PLATFORM WILL BE ERROR-FREE, THAT ERRORS IN THE PLATFORM WILL BE CORRECTED, THAT ANY CONTENT OR INFORMATION DISPLAYED WITHIN THE PLATFORM OR ACCESSED THROUGH THE PLATFORM WILL BE ACCURATE, COMPLETE, RELIABLE, OR ERROR-FREE, OR THAT THE PLATFORM OR ANY MATERIALS AVAILABLE FOR DOWNLOAD VIA THE PLATFORM WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you.
- Limitation of Liability. IN NO EVENT SHALL INMAR BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES IN CONNECTION WITH THIS AGREEMENT, INCLUDING ANY CLAIMS IN CONNECTION WITH THE PLATFORM AND ANY REBATE OFFER OR REBATE TERMS, AND INCLUDING ANY CLAIMS FOR LOSS OF PROFITS, LOST OR CORRUPTED DATA, OR BUSINESS INTERRUPTION, REGARDLESS OF WHETHER INMAR WAS OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE NATURE OF THE CLAIM OR THE THEORY OF LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE. IN NO EVENT SHALL INMAR BE LIABLE TO YOU, IN AGGREGATE FOR ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT, FOR MONETARY DAMAGES IN EXCESS OF ONE DOLLAR (U.S. $1.00). YOU UNDERSTAND THAT THE FOREGOING LIMITATIONS OF LIABILITY ARE AN ESSENTIAL BASIS OF THIS AGREEMENT, AND WITHOUT THIS LIMITATION OF LIABILITY INMAR WOULD BE UNWILLING TO GRANT YOU THE LICENSE AND RIGHTS GRANTED UNDER THIS AGREEMENT.
- Contract Parties. You acknowledge and agree that this Agreement is a contract directly between you and Inmar. If your Mobile Device is an Apple™ product, you acknowledge that Apple is not a party to this Agreement and shall have no obligations or liabilities to you or to any third party in connection with this Agreement. You agree, however, that Apple is an intended third-party beneficiary of this Agreement and shall have the authority to enforce this Agreement against you, including, without limitation, the disclaimers and limitations of liability set forth in this Agreement.
- Your Representations and Warranties. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
- Indemnity. You agree to hold harmless and indemnify Inmar, its affiliates, and their respective officers, directors, employees and agents from and against all damages, liabilities and expenses (including attorneys’ fees and court costs) in connection with any claim brought by a third party and arising in connection with your use of the Platform and/or your breach of this Agreement.
- Termination. The Agreement will be in effect as of the date you accept this Agreement, or as of the date you first install the App or use the Site, whichever first occurs. This Agreement will terminate immediately without notice to you if you materially breach any term or condition herein. Upon termination, all rights granted to you under this Agreement will immediately cease. Even after this Agreement is terminated, the provisions of Sections 1-3 and Sections 6-20, as well as provisions of any Supplemental Terms that, by their nature, are intended to survive termination, will remain in effect.
- Government End Users. The Platform is a “commercial item” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire access to the Platform with only those rights set forth herein.
- Applicable Law and Jurisdiction; Informal Dispute Resolution. You agree that the laws of the State of North Carolina shall govern this Agreement, without giving effect to any principles of conflicts of laws that would require the application of the laws of a different state. You also consent to the personal jurisdiction and venue of the state and federal courts located within North Carolina for all disputes arising out of or relating to this Agreement. You further agree that, prior to instituting any suit or action in any court, you will exercise reasonable efforts to resolve any disputes arising in connection with this Agreement through informal, good faith discussions with us, and you will first permit us a reasonable opportunity to resolve any such disputes before resort to any court proceedings.
- General Provisions. This Agreement is personal to you, and you may not transfer, assign or delegate this Agreement to anyone without the express written permission of Inmar. Any attempt by you to assign, transfer or delegate this Agreement without the express written permission of Inmar shall be null and void. You acknowledge that Inmar will have the right hereunder to seek an injunction if necessary to stop or prevent a breach of your obligations hereunder. The paragraph headings in this Agreement are included only to help make the agreement easier to read and have no binding effect. Any delay or failure by us to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. No waiver by us shall have effect unless such waiver is set forth in writing, signed by us; nor shall any such waiver of any breach or default constitute a waiver of any subsequent breach or default. This Agreement constitutes the complete and exclusive agreement between Inmar and you with respect to the subject matter hereof, and supersedes all prior oral or written understandings, communications or agreements regarding this subject matter. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the remainder of this Agreement will continue in full force and effect.
- Contact Information. If you have any questions about this Agreement and/or regarding the Platform, please contact Inmar at:
Hours: 8:30 to 5:30 ET
February 20, 2018