COURSE REWARDS TERMS OF SERVICE AGREEMENT
BY CLICKING THE "I HAVE READ AND AGREE TO THE COURSE REWARDS TERMS OF SERVICE AGREEMENT" CHECKBOX DISPLAYED AS PART OF THE “BEGIN/RENEW SERVICE” PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS:
This is a license and services agreement and not an agreement for sale. This license and services agreement (hereinafter “Agreement”) is between you (hereinafter "Licensee") and Course Rewards LLC, a Colorado Limited Liability Company, and its affiliates (hereinafter “Licensor”) whose mailing address can be found under the "Contact Us" section of the Internet address of www.courserewards.com. This Agreement gives Licensee certain limited rights to use the proprietary Course Rewards software and related items (as defined below in the “Definitions” section of this Agreement). All rights not specifically granted in this Agreement are reserved to Licensor.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE COMPANY TO THE TERMS GOVERNING THE PRODUCTS AND SERVICES DESCRIBED IN THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MAY NOT REGISTER TO USE THE SOFTWARE AND SERVICE THAT CONSTITUTES THE SUBJECT MATTER OF THIS AGREEMENT.
HEADINGS
The
headings of each of the terms and conditions of this Agreement are
for convenience of reference only and shall not form part of these
terms and conditions. Such headings shall be ignored in the
interpretation or construction of any of the terms and conditions of
this Agreement.
As used herein, the following words, phrases, or terms in this Agreement shall have the following meanings:
“Internal” means within the Licensee’s own organization that has been granted this license.
“Executable Code” means machine-readable code compiled by a high-level compiler.
“Source Code” means code written in human-readable format or in a high-level program language.
“Course Rewards”, “CourseRewards.com”,”Customer Portal”, “Course Portal”, “Portal” or any other version name, means the suite of programs, scripts, manuals, and procedures received from Licensor.
“Software” means the actual copy of all or any portion of the allocated source or executable code or program routines delivered on media or via network, inclusive of backups, updates, or merged copies permitted hereunder or subsequently supplied by Licensor. Software includes file structures, programming instructions, user interfaces, screen formats, sequences, and all Related Materials (defined below).
“Related Materials” means all of the printed materials, user documentation, training documentation, demonstration programs, and any other documentation supplied by Licensor under this Agreement.
"Content" means the audio and visual information, documents, software, products and services contained or made available to Licensee in the course of using the Service (as defined below).
"You", “Your”, “User”, "User's", "Licensee", or "Licensee's" refers to the person using the Service in ANY way. If you have registered as, for, or on behalf of a corporate entity, "You", "Your", "User", 'User's", "Licensee", or "Licensee's" all refer to the entity, its officers, directors, agents, employees, subcontractors, affiliates, subsidiaries, and all other persons or entities which the registered entity permits to use the Service in ANY way.
"Licensee Data" means any data, information or material provided or submitted by Licensee to Licensor in the course of utilizing the Service (as defined below).
"Service(s)", "Rewards Program" or "Loyalty Program" means the specific edition of Licensor's rewards program and system identified during the registration and/or ordering process or at the website found at the Internet address of www.courserewards.com, developed, operated, and maintained by Licensor and accessible via courserewards.com or another designated web site or IP address, Software, point of sale mechanism, or any ancillary services rendered to Licensee by Licensor, to which Licensee is being granted access under this Agreement. The Service encompasses the Software, Related Materials, Content, and other functionality necessary to operate a loyalty or rewards program.
"Card Holder", "Card Member" or "Member" means any individual Rewards Program participant who has been added into the Rewards Program database by Licensee or any other party and who interacts with the Rewards Program described in the "Service(s)" definition.
"Administrative User" means the login and email address designated by Licensee to accept communication with Licensor in matters pertaining to the Service. Licensee shall keep a valid email address and contact information for the Administrative User so as to facilitate communication with Licensor regarding account matters such as transaction disputes, account problems, billing statements, and other such matters.
"Intellectual Property Rights" means non-patented inventions, patent applications, provisional patents, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature.
Licensor retains exclusive ownership of any copy of the Software (as defined below) licensed under this Agreement and hereby grants to Licensee a personal, non-exclusive, non-transferable license to use the Software, without the right to sublicense, pursuant to the terms and conditions of this Agreement. From the date of receipt, Licensee agrees to use reasonable efforts to protect the Software from unauthorized use, reproduction, distribution, or publication.
Licensee acknowledges that the Software provided under this Agreement is a trade secret and proprietary to Licensor, and as such, Licensee agrees to receive all such materials in confidence and use the Software only in accordance with the terms of this Agreement.
The Software is owned by Licensor and is protected by United States copyright laws and applicable international treaties and/or conventions.
The Software may be used for Licensee’s own Internal BUSINESS uses. THIS IS NOT A LICENSE FOR PERSONAL USE. Licensee may allow Licensee’s agents and contractors to use the programs for this purpose subject to the terms of this Agreement. Licensee shall report any performance problems to Licensor for improvement of the Software.
Source Code: No source code is to be allocated in this license. Any allocations must be agreed to in an independent writing.
Licensee may not modify, translate, reverse engineer, de-compile, disassemble, create derivative works based on, or copy (except as designated in the “Permitted Uses” section) the Software. Licensee has not been granted a license to use any source code, and may not store copies of such in any form.
Licensee has not been granted any trademark license as part of this agreement and may not use the name or mark “Course Rewards”, “CourseRewards.com”, "Frequent Golfer Rewards Program" or any rendition thereof for any purpose outside the purpose stated herein.
Third Parties: Licensee may not sell, rent, lease, sub-license, lend, time-share, act as a service bureau, provide subscription services for the Software, or transfer, in whole or in part, or provide unlicensed Third Parties access to prior or present versions (or any parts thereof) of the Software, any updates, or Licensee’s rights under this Agreement. Licensee may not use the programs to provide third party training except for training agents and contractors that Licensee will have authorized under this Agreement.
Licensee may not remove or obscure any copyright or trademark notices.
The Software and Related Materials shall not become subject to application for patent, copyright, or other intellectual property application by Licensee.
Assignment: Licensee shall not assign this Agreement or Licensee’s rights hereunder without the prior written consent of Licensor. Any purported assignment without such consent shall result in Licensee’s breach of this Agreement.
EVALUATION
Licensor may provide Licensee access to the Service for evaluation purposes. In such cases, Licensee access to the Service and this Agreement shall terminate on the expiration of the evaluation period described in the order process unless Licensee chooses to subscribe to the service prior to the end of such evaluation. Licensee may choose to renew a previous evaluation and in doing so will be required to repeat the acceptance of this Agreement. Licensor shall have no obligation to retain or otherwise safeguard information captured during evaluation. This paragraph withstands all others of this Agreement.
FEES, PAYMENT AND BILLING
Licensor may charge and collect fees as it pertains to the Service (hereinafter "Fee" or "Fees"). If a Fee is to be charged, said Fee or Fees shall be listed in a separate agreement and duly executed by both parties. If Licensee's account is in arrears per the terms of any such separate Fee agreement, Licensor shall have the right to terminate Licensee's access to the Service. Licensee will continue to be charged during any period of suspension. If Licensee or Licensor initiates termination of this Agreement, Licensee will be obligated to pay the balance due on Licensee's account computed in accordance with the agreed upon terms to any separate Fee agreement. Licensee agrees and acknowledges that Licensor has no obligation to retain Licensee Data and that such Licensee Data may be irretrievably deleted if Licensee's account is 30 days or more delinquent in accordance with any agreed upon Fee agreement.
LICENSEE'S RESPONSIBILITIES
Licensee is responsible for any and all activities that occur under Licensee's user accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with use of the Service. Licensee shall: (i) notify Licensor immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Licensor immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by Licensee or its users; (iii) assure that use of the Service shall at all times comply with all applicable local, state, federal, and international laws, regulations, and conventions, including without limitation those related to data privacy, international communications, and the exportation of technical or personal data; and (iv) not impersonate another user or provide false identity information to gain access to or use the Service.
Licensee is responsible for funding and providing any rewards earned by Card Members under the Service. Under no circumstances shall Licensor be responsible to pay for any loyalty or rewards program rewards earned by Card Members participating in Licensee's loyalty or rewards program.
ACCOUNT INFORMATION AND DATA
Licensee, not Licensor, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Licensee Data. Licensor shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any of Licensee Data. Upon termination, Licensee's right to access or use Licensee Data immediately ceases, and Licensor shall have no obligation to maintain or forward any Licensee Data.
LICENSOR RELATIONSHIP WITH CARD MEMBERS
Licensee acknowledges and agrees that once a Card Member enrolls in the Service in any way, Licensor attains a necessary relationship with the Card Member and the contact information of the Card Member is NOT considered Licensee's private account information and data as defined in this Agreement. As such, Licensor may fully interact with the Card Member for any commercially reasonable activity, including but not limited to managing rewards account activity, providing dispute resolution between Card Member and Licensee, and email communication. The language of this provision applies even in the scenario where the Card Member was enrolled into the Service by Licensee, at Licensee's facility, or through any other effort by Licensee. Licensor may deliver to Card Member a mandatory monthly account statement containing advertising of Licensor's choosing. Licensor may also deliver to Card Member any additional email communications, such as a newsletter, if the Card Member requests delivery of such communication (opt-in).
TERM AND TERMINATION
The Initial Term of this Agreement is one year from the date Licensee joins the Service by completing the online subscription form. This Agreement will automatically renew, for a term equal in duration to the Initial Term, upon the expiration of the Initial Term or any renewal term. Either party may terminate this Agreement effective upon 30 days written notice. In the event of Termination, Licensee may no longer accept or process any reward program card or identification bearing Licensor's name or logo. In the case of free trials, notifications provided through the ordering process indicating the period of the free trial shall constitute notice of termination. Licensee agrees and acknowledges that Licensor has no obligation to retain the Licensee Data, and may delete such Licensee Data, more than 30 days after termination.
TERMINATION FOR CAUSE
Any breach of Licensee's payment obligations or unauthorized use of the Service will be deemed a material breach of this Agreement. Licensor, in its sole discretion, may terminate Licensee's password, account or use of the Service IMMEDIATELY if Licensee breaches or otherwise fails to comply with this Agreement. Licensee agrees and acknowledges that Licensor has no obligation to retain the Licensee Data, and may delete such Licensee Data more than 30 days after termination.
REPRESENTATIONS AND WARRANTIES
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Licensor represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the user documentation under normal use and circumstances. Licensee represents and warrants that it has not falsely identified itself nor provided any false information to gain access to the Service.
DISCLAIMER OF WARRANTIES
LICENSOR AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT; LICENSOR AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET LICENSEE'S REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY LICENSEE THROUGH THE SERVICE WILL MEET LICENSEE'S REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;(III) THE SERVICE AND ALL CONTENT IS PROVIDED TO LICENSEE STRICTLY ON AN "AS IS" BASIS; AND (IV) ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY LICENSOR AND ITS LICENSORS.
NETWORK DELAYS
COURSE REWARDS' SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. LICENSOR IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
LIMITATION OF LIABILITY
IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM LICENSEE IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
LOCAL LAWS AND EXPORT CONTROL
This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of the European Union. User acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to Afghanistan, Burma, Cuba, Iraq, Iran, Libya, Sudan, or any other countries to which the United States and/or the European Union maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using this site, User represents and warrants that it is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. User agrees to comply strictly with all U.S. and European Union export laws and assumes sole responsibility for obtaining licenses to export or re-export as may be required.
Licensor makes no representation that the Service is appropriate or available for use in other locations. If Licensee uses the Service from outside the United States of America and/or the European Union, Licensee is solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States or European Union (including European Union Member States) law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States Government or appropriate European body for such purposes.
NOTICE
Licensor may give notice by means of a general notice on the Service, electronic mail to the Administrator User, or by written communication sent by first class mail or pre-paid post to Licensee's address on record in Course Rewards' account information. Such notice shall be deemed to have been given upon the expiration of 96 hours after mailing or posting (if sent by first class mail or pre-paid post) or after sending (if sent by email) AND RECEIVING a reply (via email) a response from Course Rewards to the sent email. Licensee may give notice to by email to support@courserewards.com or by first class mail to the address listed in paragraph two of this Agreement.
MODIFICATION OF TERMS
Licensor reserves the right to change the terms and conditions of this Agreement or its policies relating to the Service at any time and shall notify Licensee by posting an updated version of this Agreement on the Service. Licensee is responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute Licensee's consent to such changes.
ASSIGNMENT
This Agreement may not be assigned by Licensee without the prior written approval of Licensor but may be assigned by Licensor to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.
If any provision(s) of this Agreement shall be held to be invalid, illegal, or unenforceable by a court or other tribunal of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
This Agreement shall be governed by the laws of the State of Colorado without reference to conflict of laws principals. The parties hereby consent to the personal jurisdiction of the courts of the State of Colorado and waive their rights to venue outside of Broomfield County, Colorado.
CRTSA-V3.0